General Terms and Conditions (GTC)

General Terms and Conditions (GTC) of Malex GmbH

§ 1 Scope, Form

(1) These General Terms and Conditions (“GTC”) govern every business relationship between Malex GmbH, Am Meerkamp 19 a, 40667 Meerbusch (the “Seller”) and its customers (each a “Buyer”). They apply only where the Buyer is an entrepreneur within the meaning of § 14 BGB, a public-law legal entity, or a special fund under public law and are valid worldwide.

(2) The GTC apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”). Unless agreed otherwise, the version valid at the time of the Buyer’s order—or the last text form provided to the Buyer—also serves as a framework for future, similar contracts without the Seller having to refer to them again.

(3) Only the Seller’s GTC shall apply. Divergent, conflicting, or supplementary terms of the Buyer become part of the contract solely if the Seller expressly consents. This requirement of consent holds even if the Seller performs the delivery unconditionally while aware of the Buyer’s terms.

(4) Individually negotiated agreements (including side letters, additions, or amendments) prevail over these GTC. Their content is evidenced, subject to proof to the contrary, by a written contract or written confirmation from the Seller. Except for managing directors or authorised signatories, Seller personnel lack authority to conclude such written agreements or verbal amendments. Transmission by fax or e-mail satisfies the written-form requirement.

(5) The Seller may correct innocent errors in brochures, price lists, quotations, or other documents without liability for any resulting loss.

(6) Legally significant declarations or notifications by the Buyer (e.g. setting deadlines, defect notices, withdrawal, or reduction) must be in writing (letter, e-mail, fax). Statutory form requirements and proof duties—especially where the declarant’s authority is doubtful—remain unaffected.

(7) References to statutory provisions are purely clarifying; the law applies even without such references unless modified or excluded herein.

§ 2 Conclusion of Contract

(1) All Seller offers are non-binding unless expressly designated as binding or accompanied by an acceptance period.

(2) The Buyer’s order constitutes a binding offer; the Seller may accept it within twenty-one (21) days of receipt.

(3) Acceptance occurs either in writing (e.g. order confirmation) or by dispatching the Goods.

(4) Specifications on weight, dimensions, utility, load capacity, tolerances, and technical data—as well as drawings and images—are approximate unless exact conformity is necessary for the agreed purpose. They are descriptions, not guarantees. Commercial deviations, legally required changes, technical improvements, and substitution of equivalent parts are permissible where fitness for purpose is unaffected.

(5) The Seller retains title and copyright in all offers, cost estimates, drawings, calculations, catalogues, models, and other materials. Without express consent, the Buyer may not disclose, use, or reproduce such items. Upon request, the Buyer must return them and destroy copies when no longer needed or if negotiations fail, save for customary data back-ups.

§ 3 Delivery Time and Delay

(1) Delivery times are individually agreed or stated on order acceptance; absent agreement, four (4) weeks from contract formation apply. Where dispatch is agreed, times refer to hand-over to the carrier.

(2) The Seller is not liable for impossibility or delay caused by force majeure or unforeseeable events beyond its control (e.g. operational disruptions, material or energy shortages, transport delays, strikes, lawful lockouts, pandemics, official measures, or failure of suppliers) that significantly impede or render delivery impossible. For temporary impediments, deadlines extend by the duration of the impediment plus a reasonable start-up period. If delay renders acceptance unreasonable for the Buyer, the Buyer may withdraw.

(3) Partial deliveries are permitted if usable for the contractual purpose, the remainder is ensured, and no unreasonable extra effort or cost arises for the Buyer.

(4) Delivery delay requires a Buyer reminder. If delay occurs, liquidated damages equal 0.5 % of the net value of delayed Goods per complete calendar week, capped at 5 % of such value. The Seller may prove lesser loss.

(5) Buyer rights under § 8 and statutory Seller rights remain unaffected.

§ 4 Delivery, Passage of Risk, Acceptance, Default of Acceptance

(1) Unless agreed otherwise, the place of delivery is the manufacturer’s works specified in the order confirmation; the Seller may determine it unilaterally in case of doubt. Upon Buyer request and cost, Goods are shipped to another destination; the Seller chooses the mode of shipment.

(2) Risk of accidental loss or deterioration passes to the Buyer upon hand-over; in case of shipment, upon loading for transport. Risk passes as well when the Buyer is in default of acceptance.

(3) If the Buyer defaults in acceptance or culpably delays cooperation, the Seller may claim compensation, including storage costs, at 0.25 % of net value per calendar day (maximum 5 %, or 10 % if not accepted at all). Proof of higher loss remains possible; the Buyer may prove lower loss.

(4) The Seller's statutory claims, including reimbursement of additional expenses, reasonable compensation and termination, remain unaffected; the lump sum is credited against further monetary claims. The Buyer may prove that no loss or only a materially lower loss occurred.

§ 5 Prices and Payment Terms

(1) Unless agreed otherwise, prices are ex-works plus packaging and VAT. Extra or special services are charged separately.

(2) If Seller list prices apply and delivery is more than four months after contract formation, the list price at delivery applies (minus agreed discount).

(3) In a shipment sale, the Buyer bears actual transport costs ex-works and any insurance requested, as well as duties and public charges.

(4) Invoices are payable within thirty (30) days net. Date of payment is receipt by the Seller. The Seller may demand advance payment even within an ongoing relationship if stated at order confirmation.

(5) If agreed, the Buyer must open a documentary credit via its bank in accordance with ICC Publication 600.

(6) Upon expiry of the payment period, the Buyer is in default and statutory default interest applies; further damages may be claimed.

(7) Set-off or retention is allowed only for undisputed or finally adjudicated claims; Buyer counter-rights under § 7 (6) sentence 2 remain.

(8) If, after contract formation, it becomes apparent that the Seller’s payment claim is endangered (e.g. insolvency filing), the Seller may refuse performance and—after setting a deadline—withdraw (§ 321 BGB).

§ 6 Retention of Title

(1) Title to Goods remains with the Seller until all present and future claims from the purchase contract and the ongoing business relationship are paid in full.

(2) Goods subject to retention of title may not be pledged or transferred as security. The Buyer must notify the Seller without delay of third-party interventions or insolvency filings.

(3) In case of breach—especially non-payment—the Seller may withdraw and demand return of Goods; the demand itself is not withdrawal.

(4) The Buyer must handle Goods with care and insure them at replacement value against fire, water, and theft; necessary maintenance is at Buyer cost.

(5) Until revocation, the Buyer may resell or process Goods in ordinary business. Claims from resale are herewith assigned to the Seller up to the amount of any co-ownership share; the Seller accepts the assignment. The Buyer remains authorised to collect while obligations are met; otherwise the Seller may revoke collection authority and require notification to debtors, document hand-over, and disclosure of assignments.

If the realisable value of securities exceeds claims by more than ten percent, the Seller will release securities at its discretion.

§ 7 Buyer’s Rights in Case of Defects

(1) Statutory rights for material and legal defects apply, subject to the following. Supplier recourse under §§ 478 BGB remains, save where defective Goods were further processed.

(2) Quality agreements consist of all product descriptions and manufacturer statements forming the contract or publicly announced by the Seller at contract formation.

(3) Absent a quality agreement, defectiveness is judged by statute. The Seller is not liable for public statements it did not highlight as decisive.

(4) The Seller is generally not liable for defects the Buyer knows at contract formation or does not know due to gross negligence (§ 442 BGB). Buyer claims also require compliance with statutory inspection and notification duties under §§ 377, 381 HGB. Goods intended for installation or other further processing must always be inspected immediately before processing. If a defect appears on delivery, during inspection or later, it must be reported to the Seller in writing without delay. Obvious defects must be reported within five working days of delivery; hidden defects within five working days of discovery. Failure to comply excludes liability under the statutory rules.

(5) The Seller may choose remedy by repair or replacement and may refuse remedy where statutory conditions apply.

(6) Remedy may be made conditional on payment of the due price, save for a reasonable portion corresponding to the defect.

(7) The Buyer must give the Seller time and opportunity for remedy and, in case of replacement, return the defective item.

(8) Necessary remedy costs are borne by the Seller if a defect exists; otherwise the Buyer must reimburse unjustified costs unless the lack of defect was not recognisable.

(9) If remedy fails, the Buyer may withdraw or reduce the price; no withdrawal is possible for minor defects.

(10) Buyer claims for damages or wasted expenditure exist only under § 8.

§ 8 Other Liability

(1) Unless provided otherwise herein, the Seller is liable under statutory provisions.

(2) The Seller is liable for intent and gross negligence; for simple negligence only for injury to life, body, or health, or breach of essential contractual obligations, in which case liability is limited to foreseeable, typical loss.

(3) These limitations also benefit third parties and persons whose fault the Seller is responsible for, but do not apply to fraudulent concealment, quality guarantees, or claims under the Product Liability Act.

(4) For breaches not constituting a defect, the Buyer may withdraw or terminate only if the Seller is at fault.

§ 9 Limitation Period

(1) The general limitation for defect claims is one (1) year from delivery, deviating from § 438 (1) No. 3 BGB.

(2) The same periods apply to contractual and tort claims based on defects, unless statutory periods (§§ 195, 199 BGB) would lead to shorter limits. Claims for damages under § 8 (2) sentence 1 and sentence 2 (a) and under the Product Liability Act are subject to statutory limitation.

§ 10 Choice of Law and Jurisdiction

(1) These GTC and the contractual relationship are governed by German law, excluding international uniform law, in particular the CISG.

(2) If the Buyer is a merchant within the meaning of the German Commercial Code, a public-law entity, a special fund under public law, or an entrepreneur within the meaning of § 14 BGB, the exclusive—and international—venue for all disputes arising directly or indirectly from the contractual relationship is the Seller's registered office. The Seller may also sue at the place of performance for the delivery obligation under these GTC or an overriding individual agreement, or at the Buyer's general venue. Mandatory statutory jurisdictions, especially exclusive jurisdictions, remain unaffected.

(3) These GTC may not be made accessible to third parties without the Seller’s written consent.

(4) If gaps exist, legally valid provisions reflecting the parties’ economic intent shall be deemed agreed.

English source version: June 2022; reviewed against supplied German AGB status August 2025.

Disclaimer

This English version is a faithful translation of the original German “Allgemeine Geschäftsbedingungen der Malex GmbH”. In the event of any inconsistency or dispute, the German text shall prevail.

This English version is provided for the English-language website. The supplied German AGB remains the authoritative legal source where the German and English wording differ.