General Terms and Conditions

§ 1 Scope of Application

(1) These General Terms and Conditions apply exclusively to business entities (entrepreneurs) and to legal entities under public law. They do not apply to consumers.

(2) These General Terms and Conditions apply in particular to all contracts for the sale and/or delivery of our products, regardless of whether such contracts are concluded via our online shop at https://www.mesle-b2b.com (hereinafter the “Online Shop”) or in any other way. Unless otherwise agreed, these General Terms and Conditions, in the version valid at the time of the customer’s order or, in any case, in the version most recently provided to the customer in text form, shall also apply as a framework agreement to similar future contracts, without the need to refer to them again in each individual case.

(3) Our General Terms and Conditions apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the customer shall not become part of the contract unless we have expressly agreed to them. This also applies if we carry out deliveries to the customer without reservation while being aware of such general terms and conditions. Any side agreements, additions, or special arrangements require our written confirmation.

(4) In case of doubt, trade terms shall be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce (ICC) in Paris, in the version valid at the time the contract is concluded.

§ 2 Offer and Conclusion of Contract, Language

(1) Our offers are non-binding and without obligation.

(2) Conclusion of contract via our Online Shop: By placing an order through our Online Shop, the customer submits a binding contractual offer to purchase the products selected from our range. Before submitting the order, the customer may view and modify the order details at any time. By clicking the button “Our Terms and Conditions apply,” the customer accepts these contractual terms and incorporates them into their offer, which they submit to us by clicking the button “Purchase.” We may accept the offer within five (5) business days, calculated from the date of the order. Upon receipt of the customer’s offer, we will immediately send the customer an automatic order receipt by e-mail in which the order details are listed again. This automatic order receipt merely confirms that the order has been received by us and does not constitute acceptance of the offer. The contract is only concluded upon our declaration of acceptance, which will be sent separately by e-mail (order confirmation).

(3) Conclusion of contract by other means: The customer’s order of our products constitutes a binding contractual offer. Unless a specific acceptance period has been expressly agreed, we are entitled to accept orders within two (2) weeks of receipt. Acceptance shall be declared in writing (by order confirmation).

(4) Information regarding the performance characteristics of our products (e.g., weights, dimensions, performance values, load capacities, tolerances, and technical data) contained in catalogues, technical documentation (such as drawings, plans, calculations, references to DIN standards), or other product descriptions or documentation – including in electronic form – are only approximate, unless exact conformity is required for the contractual purpose. They do not constitute guaranteed characteristics but rather descriptions or designations of the delivery. Standard commercial deviations and deviations resulting from legal requirements or technical improvements, as well as the replacement of components with equivalent parts, are permissible provided they do not impair the usability of the products for the contractually intended purpose.

(5) The contract shall be concluded in the German language.

(6) Orders for collection at our business premises in 78589 Dürbheim, Germany, are subject to the condition that the ordered products are collected and paid for on-site within the collection period specified in our order confirmation. If no collection period is specified in the order confirmation, the maximum collection period shall be three (3) months from the date the order confirmation is sent. If the customer fails to collect the ordered products within the applicable period, we are entitled to withdraw from the contract. Any damages incurred by us as a result of the customer’s failure to collect the products must be compensated by the customer in accordance with § 4(3).

§ 3 Delivery Time and Delay, Reservation of Self-Supply, Partial Delivery

(1) Our indications regarding periods and dates are always non-binding, unless delivery times for the respective products are explicitly stated in our Online Shop or a fixed transaction or other binding delivery periods and dates are expressly agreed in text form. If no delivery period is indicated or expressly agreed in text form, the delivery period shall be four (4) weeks. Delivery times indicated in the Online Shop or delivery periods and dates expressly agreed in text form begin upon dispatch of our order confirmation, but not before the timely and proper fulfillment of the customer’s obligations (in particular, timely payment in the case of delivery against advance payment). An agreed delivery date is considered met if our products have left our warehouse or have been reported as ready for shipment by the agreed date. If we do not meet an agreed delivery date, default in delivery only occurs after the expiry of a reasonable grace period of at least two (2) weeks granted to us by the customer in text form.

(2) If we only become aware of the temporary unavailability after our order confirmation, i.e., after the conclusion of the contract, the agreed delivery periods and dates – including during any delay – shall be extended appropriately, provided that, despite the conclusion of a congruent covering transaction with our supplier, vendor, or subcontractor, we do not receive the delivery item from our supplier, vendor, or subcontractor in time. This shall apply only if we are not responsible for the temporary unavailability. We shall inform the customer as soon as possible about the temporary unavailability as well as about the expected new delivery periods and dates.

(3) If, in the case of paragraph 2, it becomes clear that the unavailability will last longer than three (3) months (permanent unavailability), either party may withdraw from the contract. In the event of withdrawal, payments already made to us shall be refunded immediately.

(4) If the failure to meet the delivery periods and dates is due to force majeure or other events which were unforeseeable at the time of contract conclusion and for which we are not responsible, the agreed delivery periods and dates – including during any delay – shall be extended appropriately. We shall notify the customer of the occurrence and cessation of the force majeure as soon as possible. If the disruption lasts longer than three (3) months or it becomes clear that it will last longer than three (3) months, either party may withdraw from the contract. Damages caused by a case of force majeure shall not be compensated.

(5) The customer’s rights pursuant to § 8 of these General Terms and Conditions and our statutory rights, in particular in the event of an exclusion of our obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

(6) We are entitled to make partial deliveries within the agreed delivery periods and dates, insofar as this is reasonable for the customer.

§ 4 Delivery, Transfer of Risk, Default of Acceptance

(1) Unless otherwise agreed, the delivery of our products shall be made EXW from our business premises in 78589 Dürbheim, Germany, which is also the place of performance for the delivery and any subsequent performance. At the request and at the expense of the customer, our products will be shipped to another destination (shipment purchase). Unless otherwise agreed, we are entitled to determine the method of shipment ourselves (in particular the transport company, shipping route, packaging).

(2) The risk of accidental loss and accidental deterioration of the products shall pass to the customer at the latest upon handover. In the case of shipment purchase, the risk of accidental loss and accidental deterioration of the products, as well as the risk of delay, shall pass to the customer already upon delivery of the goods to the carrier, freight forwarder, or other third parties designated to carry out the shipment.

(3) In the event of default of acceptance, breach of obligations, or other reasons for which the customer is responsible and which lead to a delay in delivery, we are entitled to compensation for the resulting damage, including any additional expenses (e.g., storage costs). Further claims (in particular, reimbursement of additional expenses, reasonable compensation, termination) remain reserved.

§ 5 Prices and Payment Terms

(1) Unless otherwise agreed, our prices applicable at the time of contract conclusion shall apply to the scope of delivery listed in the order confirmation. Our prices are in euros, net EXW (Ex Works) plus value-added tax at the statutory rate.

(2) The customer is obliged to provide a valid VAT identification number when placing their order. If no valid VAT identification number is available at the time of contract conclusion, we shall treat the delivery as subject to tax. If the customer acts as an intermediary in a chain transaction or intra-Community triangular transaction, they are obliged to inform us of this during the ordering process and to provide us with the necessary information for this purpose (place of receipt, involved companies and their used VAT identification numbers, person initiating transport). Costs incurred by us due to incorrect, incomplete, or omitted information from the customer shall be borne by the customer to the extent that they are responsible for them.

(3) In the case of shipment purchase, the customer bears the transport costs from our premises and the costs of any transport insurance desired by the customer. Any customs duties, fees, taxes, and other public charges shall also be borne by the customer. In the case of a contract concluded via our Online Shop, the shipping costs payable by the customer are indicated in the order form.

(4) Changes to our list prices, insofar as our list prices form the basis of the agreed prices, entitle us to a reasonable price adjustment, provided that more than four (4) months have passed between the contract conclusion and delivery. A price adjustment according to the preceding sentence is particularly possible if prices for materials, raw materials, and wages increase or similar price-determining circumstances occur, over which we have no influence. The price increase shall then be made according to the percentage change in material, raw material costs, and/or wages, taking into account the respective stage of production at the time the changes occur, which means that the adjustment applies only to the portion of the price corresponding to the costs still to be incurred. If the price increase according to the above rules exceeds 10% compared to the originally agreed price, the customer is entitled to withdraw from the contract within two (2) weeks of notification of the price increase. The declaration of withdrawal must be made in writing. If no withdrawal declaration is made, the price increase shall be deemed accepted.

(5) Unless expressly agreed otherwise, we only deliver against advance payment (or in the manner indicated in the order form in the Online Shop). At the customer’s request, which must be indicated in the order form in the Online Shop, we also deliver the goods against cash payment at our business premises at Schulstraße 8–10, 78589 Dürbheim, Germany.

(6) If delivery on account has been agreed, our invoices, unless otherwise agreed, are due for payment within thirty (30) days from invoicing and delivery of our products without any deduction. Even within the framework of an ongoing business relationship, we are entitled at any time to carry out a delivery wholly or partially only against advance payment. We shall declare such a reservation at the latest with the order confirmation.

(7) Cash discounts not expressly agreed in writing are not permitted.

(8) In the case of late payments, we shall charge default interest without further reminder at a rate of 9 percentage points above the respective base rate pursuant to § 247(1) BGB. We reserve the right to assert further claims for damages.

(9) Offsetting with counterclaims of the customer or withholding payments due to such claims is only permissible insofar as the counterclaims are undisputed or legally established.

(10) If, after acceptance of orders, justified doubts arise regarding the customer’s ability to pay (e.g., through an application to open insolvency proceedings) or if due invoices are not paid or an agreed payment term is exceeded, we are entitled, according to statutory provisions, to refuse performance and – if applicable after setting a deadline – to withdraw from the contract (§ 321 BGB).

§ 6 Retention of Title

(1) We reserve ownership of the delivered products until full payment of all claims to which we are entitled against the customer at present or in the future, including all balance claims arising from the business relationship.

(2) As long as ownership has not yet passed to the customer, the customer is obliged to handle the products subject to retention of title with care.

(3) The customer may use the products subject to retention of title and process and resell them in the ordinary course of business, provided they are not in default of payment. However, the customer may neither pledge nor assign the products subject to retention of title as security. In the event of seizure of the products subject to retention of title by third parties or other interventions by third parties before transfer of ownership, the customer must point out our ownership and notify us immediately in text form.

(4) In the event of resale of the products subject to retention of title, the customer hereby assigns to us as security all claims arising therefrom against its buyers in full – in the case of co-ownership of the customer in the products subject to retention of title, proportionally according to the co-ownership share. The same applies to those claims of the customer regarding the products subject to retention of title that arise from any other legal ground against its buyers or third parties (in particular claims from tort and claims to insurance benefits), including all balance claims from current account relationships. We accept these assignments. The customer may collect these claims assigned to us in their own name on our behalf, as long as we have not revoked this authorization. Our right to collect these claims ourselves remains unaffected; however, we shall not assert the claims ourselves and shall not revoke the collection authorization as long as the customer properly fulfills their payment obligations. If the customer behaves in breach of contract – in particular, if they are in default with the payment of a claim – we may require the customer to disclose to us the assigned claims and the respective debtors, to notify the respective debtors of the assignment, and to hand over all documents and provide all information that we require to assert the claims.

(5) If the realizable value of the securities exceeds our claims by more than 50%, we shall release securities of our choice at the customer’s request.

(6) To the extent that mandatory legal provisions of the respective state do not recognize a retention of title in the sense of this paragraph, the form required for its agreement is not observed there, or a retention of title does not have the same security effect as in the Federal Republic of Germany, the customer hereby grants us a security right corresponding to the retention of title in this paragraph (e.g., by a confirmed irrevocable letter of credit). The customer is obliged to cooperate in all measures necessary to enable us to immediately obtain this security right effectively and enforceably.

§ 7 Warranty

(1) The warranty period is twelve (12) months from delivery, unless the law mandates longer periods.

(2) An additional guarantee for the products delivered by us exists only if it is explicitly provided in the order confirmation for the respective product or accompanies the delivered products.

(3) The delivered products must be carefully inspected immediately after delivery to the customer or to a third party designated by the customer. They shall be deemed approved by the customer with regard to obvious defects if a written notice of defect is not received by us within five (5) business days after delivery. With regard to hidden defects, the delivered products shall be deemed approved by the customer if the notice of defect is not received by us within five (5) business days from the time the defect became apparent, but no later than twelve (12) months after the transfer of risk. If the customer fails to properly inspect and/or notify us of defects, our liability for defects that were not, not timely, or not properly notified shall be excluded according to statutory provisions. Negotiations regarding a complaint shall not constitute a waiver of the objection of late, insufficient, or unfounded notice of defect. At our request, a complained-of delivered product must be returned to us freight-free. In the case of a justified notice of defect, we shall reimburse the cost of the least expensive shipping method; this does not apply if the costs increase because the delivered product is located at a place other than the intended place of use.

(4) In the case of a timely and justified notice of defect, we are obliged and entitled, at our discretion, to remedy the defect or provide a replacement delivery. The customer must provide us with sufficient time and opportunity to carry out all necessary remedies and replacement deliveries. Otherwise, we are released from liability for the consequences arising therefrom. In the event of failure, i.e., impossibility, unreasonableness, refusal, or unreasonable delay of the remedy or replacement delivery, the customer may withdraw from the contract or appropriately reduce the purchase price.

(5) Rights regarding material defects can only arise if our products exhibit a material defect at the time of transfer of risk. No rights regarding material defects arise in the case of unsuitable or improper use, natural wear and tear, faulty or negligent treatment or handling, disregard of the instructions in the user manuals, or unsuitable operating resources, unless these are due to our fault. Furthermore, parts particularly subject to wear are excluded from the warranty. Unsuitable or improper use in the above sense is understood, in particular, as when a customer uses products delivered by us that are not intended for this purpose for commercial rental or leasing.

(6) The expenses required for inspection and subsequent performance, in particular transport, travel, labor, and material costs, shall be borne or reimbursed by us according to statutory provisions and these General Terms and Conditions if a defect actually exists. Otherwise, we may claim reimbursement from the customer for costs arising from an unjustified request for defect remediation if the customer knew or could have recognized that no defect actually exists.

(7) For damages due to defects in the products or consequential damages of defects, including loss of use, we are liable only within the limits specified in § 8.

§ 8 Liability

(1) We are liable in accordance with the provisions of the Product Liability Act as well as in cases of culpable incapacity and culpable impossibility. Furthermore, we are liable in cases of the explicit assumption of a guarantee, for intentional or grossly negligent breaches of duty, and for injuries to life, body, or health for which we are responsible. For property and financial damages caused by slight negligence, we are only liable in the event of breaches of essential contractual obligations (so-called cardinal obligations), i.e., an obligation whose fulfillment makes the proper execution of the contract possible in the first place and on which the customer regularly relies and may rely, but limited to the typical, foreseeable damage for the contract. In all other cases, our liability is excluded.

(2) To the extent that our liability is excluded or limited under the preceding provisions, this also applies to the personal liability of our employees, workers, legal representatives, and vicarious agents.

§ 9 Trademark and Domain Rights

(1) All of our trademarks, company logos, product names and descriptions, Internet domains (in particular those of our Online Shop), as well as official social media accounts and the associated content (such as texts, images, graphics, audio, video, and animation files, among others) are legally protected and may only be used with our express prior written consent.

(2) The customer expressly acknowledges that all rights, in particular ownership, usage, and exploitation rights, remain exclusively with us. Any transfer or granting of usage rights of any kind shall only occur if expressly agreed in writing.

(3) Any unauthorized use, reproduction, imitation, modification, distribution, or other exploitation of the rights mentioned in paragraph 1, as well as content from our official social media accounts, is prohibited and shall be prosecuted by us both civilly and, if applicable, criminally.

(4) The customer undertakes not to perform any actions that could impair, dilute, or otherwise infringe upon our existing trademark, logo, domain, or social media rights.

(5) In particular, the customer is prohibited from registering, using, or applying for identical or confusingly similar designations, trademarks, domains, or social media identifiers (handles, usernames) for their own or third-party purposes without our consent.

(6) The customer undertakes, upon our first request, to immediately delete, assign, or permanently cease the use of all infringing content, markings, domains, or social media accounts. If the customer fails to comply with this obligation, we are entitled to initiate the necessary legal steps to enforce our rights at the customer’s expense.

§ 10 Right of Return

(1) The customer generally has no right of withdrawal or return, in particular not the statutory right of withdrawal for consumers in distance contracts pursuant to §§ 312g(1), 355 BGB.

(2) A return of the products delivered by us occurs exclusively as a gesture of goodwill after prior express written agreement.

(3) In the event of a right of return granted by us pursuant to paragraph 2, the customer must return the products delivered by us unused, undamaged, and in their original packaging, at their own cost and risk. The customer must reimburse us a processing and return fee in the amount of 10% of the net value of the returned products. This return fee will either be deducted from any credit note or invoiced separately by us.

§ 11 Data Protection Notice

We inform the customer that we collect, process, and use the personal data of the customer obtained in connection with the business relationship, insofar as this is necessary for the fulfillment of the contract and permitted within the framework of the General Data Protection Regulation (GDPR). The legal basis for storing the data is Art. 6(1)(b) GDPR. Further information on the processing of personal data can be found in our Privacy Policy (https://www.mesle-b2b.com/privacy-policy/).

§ 12 Export Control

(1) Our deliveries and services (i.e., the fulfillment of contracts by us) are subject to the condition that performance is not restricted by national or international foreign trade regulations, in particular export control regulations, embargoes, or other restrictions.

(2) We provide no assurance or warranty that the products delivered by us are suitable or authorized for export or re-export to certain countries or for specific purposes. If no export or re-export suitability exists, we shall not be liable for material or legal defects.

(3) The customer is solely responsible for obtaining, at their own cost and responsibility, all necessary approvals, licenses, or consents for the export, re-export, or transfer of the products delivered by us. We have no obligation to assist in this regard.

(4) The customer undertakes to comply with all applicable laws, regulations, and provisions, in particular those of German, European, and – insofar as applicable – international foreign trade law, including embargo regulations and sanction lists.

(5) The customer may not export the products delivered by us to countries or transfer them to persons, organizations, or companies that are subject to national, European, or international export restrictions, embargoes, or sanctions.

(6) We shall not be liable if an export, re-export, transfer, or provision of the products delivered by us is restricted or prohibited due to national or international regulations. Delays or impediments to performance due to such regulations entitle us to suspend delivery or withdraw from the contract.

(7) The customer shall indemnify us from all damages, costs, and claims of third parties arising from a violation of export control regulations by the customer, its organs, employees, vicarious agents, suppliers, or subcontractors.

§ 13 Choice of Law and Jurisdiction

(1) These General Terms and Conditions and the contractual relationship between us and the customer shall be governed exclusively by the law of the Federal Republic of Germany, excluding the application of the provisions on international sale of goods (CISG, UN Sales Convention).

(2) The place of jurisdiction and the place of performance for all disputes arising directly or indirectly from the contractual relationship shall be our business premises in 78589 Dürbheim (Federal Republic of Germany). However, we are also entitled in all cases to file suit at the customer’s general place of jurisdiction. Mandatory statutory provisions, in particular regarding exclusive jurisdictions, remain unaffected.

§ 14 Precedence of the German Terms and Conditions

These General Terms and Conditions are made available on our website in multiple languages. We expressly point out that only the German version of the Terms and Conditions is legally binding. The precedence of the German Terms and Conditions must be observed, in particular in the event of deviations between the different language versions and in any other cases of doubt.

§ 15 Severability Clause

The invalidity or unenforceability of one or more of the preceding provisions shall not affect the validity of the remaining provisions. An invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes as close as possible to the regulatory objectives pursued by the invalid or unenforceable provision. The same applies to any gaps that may arise in the contract.