Terms and Conditions
1. Scope of application
1.1 These provisions shall apply to all offers, contracts, performances of assignments and deliveries by Magner Corporation Europe GmbH, hereinafter to be referred to as the Supplier.
1.2 Supplementary or conflicting provisions or conditions shall only apply if they are accepted by the Supplier in writing and only apply to the contract for which they are made.
1.3 If the offer and acceptance refer to different general terms and conditions, only the general terms and conditions of the Supplier shall apply, these being the conditions of the selling party. The applicability of the purchaser’s conditions is explicitly rejected.
1.4 All offers are free of obligation, unless they contain a term for acceptance. If an offer contains an offer subject to contract and this is accepted, the Supplier is entitled to revoke the acceptation within 2 working days after it has been received.
1.5 The Supplier will not be bound by any images and descriptions in offers, prospectuses, catalogues, size and weight specification tables and promotional material or by any other facts provided by the Supplier.
1.6 The Supplier shall only be bound by assignments, orders and changes thereto, if they have accepted, or as the case may be, confirmed them in writing. The Supplier is entitled to refuse an assignment without stating reasons and is not liable for direct or indirect damage that arises and/or may arise from this refusal.
1.7 The scope of the Supplier’s obligations will only be determined by the order confirmation, unless otherwise expressly agreed upon in writing.
2.1 All quotations and prices charged are ex warehouse, exclusive of turnover tax (VAT) and are in Euros (€), unless expressly stated otherwise. Prices are based on the cost factors that were applicable at the time of concluding the contract, such as materials, wages, import and export duties, levies, taxes, cargo, insurance, etc.
2.2 If the cost price or prices for which the Supplier engages the goods and/or services of third parties have been subject to changes between the time of formation of the contract and the time of delivery, the Supplier is entitled to change the agreed upon price accordingly.
3.1. Although delivery periods stated in offers, confirmations and/or contracts are made to the best of our knowledge and shall be observed as closely as possible, they are never binding. If these periods are exceeded, the Supplier may consult the purchaser. Exceeding the delivery period therefore does not entitle the purchaser, even after notice of default, to dissolve the contract and/or to claim compensation or to consider any obligation arising from the contract for the purchaser as being suspended or expired.
4.1 The Supplier shall deliver all goods ordered by the purchaser or send them for delivery to the places agreed upon and in the manner stated in the order confirmation or agreed upon afterwards, at the risk of the purchaser unless otherwise agreed upon. All facilities during the delivery of the goods/services will be considered to be provided at the purchaser’s risk.
4.2 The Supplier shall decide the manner in which goods will be transported.
4.3 Goods to be transported shall not be insured unless agreed upon otherwise in writing, in which case, the costs of insurance shall be borne by the purchaser.
4.4 If goods cannot be transported for reasons independent of the Supplier’s volition, the Supplier is entitled to store the goods at the risk and expense of the purchaser without prejudice to the Supplier’s right to claim payment of the purchase price.
5. Complaints and money-back guarantee
5.1 The purchaser must check that the number of delivered goods and/or services match the order immediately upon delivery. Any discrepancies between the order and the delivery must be reported to the Supplier in writing within 24 hours.
5.2 The purchaser must inspect the delivered goods and/or services for visible defects immediately upon delivery. The purchaser must inform the Supplier of visible defects in writing, no later than 48 hours after delivery.
5.3 Failure to comply with the provisions of paragraphs 1 or 2 of this article will lead to the forfeiture of all rights of the purchaser.
5.4 If the goods and/or services are not approved, the Supplier shall, if he so wishes, be given the opportunity to repair/redeliver the rejected goods and/or services.
5.5. Processed and/or resold goods will be considered to have been approved, without any other right of recovery accruing to the purchaser.
5.6 Complaints shall not affect the purchaser’s payment obligations.
6. Force majeure
6.1 Force majeure shall be considered as all circumstances of such a nature that performance of the contact cannot be reasonably be required. Such circumstances shall be understood as: whole or partial failure to perform by a third party from whom goods and/or services should have been received, restrictive government regulations of any nature whatsoever, mobilization, war, epidemics, strikes, sit-down strikes, employee illness, operational failure, fire, seizure, defective machinery, transport difficulties, and furthermore any other circumstance which the Supplier could not reasonably have anticipated and upon which the Supplier cannot exert influence.
6.2 If, as a result of force majeure, the Supplier is unable or only partly able to fulfil his obligations, he is entitled to suspend the contract with the purchaser in part or in whole without judicial intervention, or if such a suspension has lasted five months, to dissolve the contract by registered letter. In that case, the obligations arising from the contract shall end, without the parties being able to claim compensation or any other performance from each other. If the Supplier fulfils part of his obligation, the purchaser will owe a reasonable part of the total price.
7.1 All machine orders shall be paid in advance of shipment.
7.2 The delivered goods shall remain the property of the Supplier until the purchaser has fulfilled all their obligations towards him, including any obligation to pay interest and costs. The purchaser undertakes to keep all goods during this period in a proper fashion and to insure them against all calamities.
8. Guarantee on delivered goods
8.1 The Supplier guarantees that goods they deliver will work properly for 1 year. Properly is to say that the goods will possess the qualities that may be expected on the basis of the contract throughout this period. If a delivered good shows a defect during this period, the guarantee entitles the purchaser to have the good repaired. The Supplier may choose to replace the good or to refund the purchase price instead of repairing it if they consider that repair cannot be required.
8.2 The original commencement date of the guarantee period shall continue to apply to a good that has been repaired or replaced in accordance with the first paragraph. A new 1 year guarantee period shall therefore not commence for a repaired or replaced good.
8.3 Errors and defects shall not fall under the guarantee referred to in the first paragraph if they are wholly or partially the result of:
a. incorrect, careless or inexpert use or non-observance of the user or maintenance instructions;
b. use in a different manner than the normal use envisaged;
c. external causes, such as fire or water damage;
d. application of a government regulation;
e. changes that the purchaser has made or allowed to be made by a third party to products or parts that were delivered by the Supplier within the framework of the guarantee or maintenance that the Supplier has not authorized in writing;
f. normal wear and tear;
g. products or parts that the Supplier has used from a third party insofar as the third party in question has not provided a guarantee to the Supplier.
8.4 The guarantee referred to in the first paragraph shall expire in full if the purchaser does not fulfil their obligations towards the Supplier fully and in good time or if the purchaser repairs the good himself or allows it to be repaired or mended by a third party.
8.5 The Supplier shall charge all work and costs connected to repair that fall outside the framework of this guarantee according to his customary rates.
8.6 If the Supplier considers it necessary within the framework of the implementation of the guarantee obligations, goods delivered by the purchaser will be transported and delivered to a place to be decided by the Supplier at the risk and expense of the purchaser.
9. Liability of the Supplier
9.1 Any liability of the Supplier towards the purchaser – no matter the grounds upon which it is based - is limited to the amount to which the Supplier's liability insurance gives claim in the case in question. If required, further information shall be provided on the content of the policy conditions.
9.2 Liability for damage that is not covered by the insurance is excluded, this is to say, limited to fulfilment of the guarantee described in article 9 all this with the exception of intentional act or gross negligence on the part of the Supplier.
9.3 Without prejudice to the provisions of article 5 paragraphs 1 and 2 of these conditions, every liability will expire if the purchaser does not inform the Supplier in writing of the existence of any defect within five days of discovering it or at the time upon which any defect should reasonably have been discovered. This article leaves the provisions of article 5 paragraphs 1 and 2 fully intact. The present article therefore only concerns situations that are not covered by articles 5 paragraphs 1 and 2.
10. Returned goods
10.1 The Supplier is not bound to accept returned goods from the purchaser unless they have given prior written consent. Accepting returned goods does not in any case mean that the Supplier acknowledges the grounds stated by the purchaser for returning the goods. The risk of goods returned will remain with the purchaser until they have been credited by the Supplier.
10.2 The Supplier retains the right to deduct 10% of the price of the returned products with a minimum of €50 (fifty Euros) when crediting returned goods.
If one or more provisions of the contract between the Supplier and the purchaser – these general terms and conditions included – become void or not legally valid, the remaining provisions of the contract shall remain in effect. The parties shall consult each other on the provisions that are considered void or not legally binding, in order to find a substitute provision.
In addition to the provisions of articles 6 and 7, the parties explicitly agree that the contract will be dissolved without judicial intervention and without notice of default being required if the purchaser is declared in a state of bankruptcy, requests a provisional suspension of payments, or loses full or partial power of disposition of their assets due to attachment, placement under curatorship or in any other way.
13. Confidential information
Each party shall take all reasonable measures to maintain the secrecy of information of a confidential nature received from the other party.
Correspondence addressed to the Supplier must be sent to Magner Corporation Europe at email@example.com
All disputes that may arise from the contract, to which these general terms and conditions are applicable or from further contracts which are related thereto, may only be submitted to the competent court in Darmstadt, Germany.