Terms and conditions

I. Offer/Conclusion of Contract/Transfer of Rights

1. The offers of MDC are always subject to change, unless otherwise expressly agreed.

2.  The Buyer shall be bound to his order for a period of 4 weeks. The purchase contract for an object of purchase is deemed concluded if MDC confirms the acceptance of the order in writing prior to the expiration of the aforementioned period. If MDC refuses the order, the Buyer must be informed without delay after clarification of the delivery and production options.

3.   All declarations must be made in writing. This also applies to ancillary agreements, warranties, and subsequent contract amendments.

4.  The transfer of rights and obligations from the purchase contract to a third party requires the prior consent of the Seller and may be subject to additional conditions.

II. minimum position values and minimum order values

The following minimum values per sales transaction apply: Minimum position value € 25 and minimum order value € 100

III. Payment and defaults in payment

1.  Unless other payment terms have been agreed, the purchase price plus all relevant associated costs is due at the latest 8 days after the invoice is sent. MDC reserves the right to accept payment by cheque. Payment orders and cheques will only be accepted by special agreement and only on account of performance, including all collection and discount charges.

2.  Claims from MDC can only be set off with legally-binding and non-disputed counterclaims. A right of retention may only be enforced if it is based on claims from the purchase contract.

3.  If the Buyer defaults on payments, MDC reserves the right to claim default interest in the amount of 4% above the applicable discount rate of the German Central Bank.

4.   The legal right to withdraw from the contract or to claim damages for non-performance remains unaffected.

5.    If the Buyer defaults on payments - even in the case that partial payments have been agreed - the Seller is entitled, without prejudice to its other rights, to set the Buyer a grace period of two weeks in writing with the declaration that it will refuse performance of the contract by the Buyer remains in default of payment upon expiration of this period. If the grace period expires and the Buyer remains in default, the Seller reserves the right to withdraw from the contract by means of written declaration or to claim damages for non-performance.

IV. Delivery and delay in delivery

1.    Delivery dates or delivery periods must be agreed in writing. The observance of the agreed deadline requires the legal receipt of all documents and any documents to be supplied by the Buyer, adherence to the payment terms and all other obligations. If these conditions are not fulfilled in time, the deadline will be extended accordingly.

2.   If non-adherence to the deadline for deliveries or services can demonstrably be attributed to mobilisation, war, riots, strikes, lockouts, epidemic illnesses, the occurrence of unforeseeable hindrances or significant operational disruptions for which MDC is not responsible, the deadline shall be extended accordingly.

3.  MDC reserves the right to make technical changes during the delivery period, provided that the object of purchase is not subject to any substantial changes and the changes are reasonable for the Buyer.

4.   In the event of a default in delivery, the Buyer shall grant the Seller a reasonable grace period in writing, stipulating that acceptance of the object of purchase will be refused once this period expires. If the grace period expires and the Seller remains in default, the Buyer reserves the right to withdraw from the contract by written declaration or, in the event of intent or gross negligence, to claim damages for non-performance.

5.   Packaging is invoiced separately and cannot be returned.

6. Unless otherwise agreed, the delivery conditions are ex works - Incoterms 2020.

7.  Upon collection, the object of purchase shall be handed over, inspected and a legally binding countersignature of the delivery note shall be provided.

V.  Acceptance

1.    The following provisions shall apply in the case that acceptance of the service to be rendered is required, unless otherwise agreed in writing. The Buyer reserves the right to inspect the object of purchase at the agreed place of acceptance within 8 days after the date of delivery stated in the notification of readiness, and he is also obliged to accept it within this period.

2.   If the Buyer fails to accept the purchased service or product within 14 days after receipt of the notification of readiness, MDC may grant the Buyer a reasonable grace period in writing with the stipulation that the invoice will be issued once this period expires. If the Buyer nonetheless fails to accept the purchase service or product within this grace period, MDC is also entitled to either withdraw from the purchase contract by written declaration or to claim damages for non-performance.

VI. Reservation of title

1.  The object of purchase shall remain the property of the Seller until payment is received as agreed upon in the purchase contract.

2. The Buyer is entitled to sell the object of purchase in the normal course of business. However, as long as the retention of title exists, the Buyer assigns the claim of the purchase price due to him from his customers or third parties to MDC with all ancillary rights. Pledging, transfer of title by way of security or any other transfer or change that impairs the Seller’s rights is hereby excluded.

3.  The Seller must be immediately informed in the case of a seizure of the object of purchase or measures that endanger the Seller’s property rights. The Buyer is obliged to immediately inform the third party about MDC's retention of title. In this respect, the Buyer shall bear all costs required to revoke the seizure, insofar as they cannot be collected from the third party.

4.  The Buyer must ensure the object of purchase is kept in good condition for the duration of the retention of title.

VII. Warranty

1.   The Seller warrants that the object of purchase is free of defects.

2. The Buyer is initially only entitled to demand the free elimination of defects by rectification. The Seller may elect to make a replacement delivery within a reasonable period in lieu of repair.

3.   The Buyer must notify the seller in writing of any defects or complaints immediately after they have been detected or have them noted by the Seller.

4.  If a defect cannot be rectified or if further attempts to rectify the defect are unreasonable for the Buyer, or if the replacement delivery does not take place within a reasonable time period, the Buyer is entitled to demand rescission (cancellation of the contract) or a discount (reduced payment).

5. Warranty claims shall not apply if a defect is attributable to the following:

a)  the Buyer fails to notify a defect in accordance with paragraph 3 and is immediately given the opportunity to remedy the defect or

b)  the object of purchase was handled improperly,

c)  parts or components have been installed or attached to the object of purchase, which were not approved by MDC, or

d)  rectifications have been carried out by unauthorised third parties.

6. Natural wear and tear is excluded from the warranty.

7.  The above warranty claims shall lapse on expiry of 6 months after delivery.

8.   Any additional claims of the buyer against MDC and its vicarious agents are excluded, in particular claims for compensation of damages that did not occur to the object of purpose itself. This limit of liability shall not apply in cases of intent, gross negligence, or the absence of warranted characteristics.

VIII. Withdrawal from the contract

1. The Seller reserves the right to withdraw from the contract if the Buyer has made incorrect statements about his creditworthiness, has stopped payments or bankruptcy or composition proceedings have been applied for against his assets, unless the Buyer pays the purchase price without delay.

2. In the event of such a withdrawal, MDC is entitled to claim compensation for all expenses that have been incurred and will be incurred as a result of the situation.

IX. Transfer of risk

The risk of having to pay the purchase price in full, despite loss or damage to the object of purchase, shall pass to the Buyer upon delivery of the object of purchase.

If carriage paid delivery has been agreed, this risk is transferred to the Buyer when the item has been dispatched or collected. Shipment is made according to the best judgment of the Seller.

X.   Liability

Claims for damages from the Buyer arising due to delays, impossibility of performance, a positive breach of obligations during contract negotiations as well as from unlawful acts are hereby excluded;  This limit of liability shall not apply in cases of intent or gross negligence on the part of the Seller, its legal representative or its vicarious agents.

XI. Place of performance, jurisdiction, applicable law, partial invalidity

1.  The place of performance for all obligations from the contractual relationship is 26446 Friedeburg.

2.  The place of jurisdiction is Aurich (if the customer is a registered trader). This also applies for court collection proceedings.

3.     The contractual relationship is governed by the law of the Federal Republic of Germany.