GENERAL TERMS AND CONDITIONS OF SALE OF ManVision GmbH & Co. KG
1. GENERAL
The delivery and payment terms of ManVision shall apply exclusively. By placing an order, the customer agrees to these terms, including for future transactions, even if they are not expressly referred to, provided they have been received by the customer in connection with an order confirmed by ManVision. If an order is placed under terms deviating from ManVision’s delivery and payment terms, only ManVision’s terms shall apply, even if ManVision does not object. Deviations shall only be valid if expressly acknowledged in writing by ManVision.
2. OFFERS / CONTRACTS
Offers are non-binding. Delivery contracts are concluded when ManVision confirms the order and/or fulfills it by delivering the goods.
3. TRANSFER OF RISK
The provisions of the agreed delivery terms according to the specified Incoterms shall apply.
4. DELIVERY TIMES
4.1 Delivery dates are non-binding unless expressly agreed in writing as fixed delivery dates. Delivery periods begin with the date of the order confirmation.
4.2 Partial deliveries are permitted.
4.3 In cases of force majeure such as war, pandemic, natural disasters, governmental measures resulting from such events, or other unforeseeable obstacles beyond ManVision’s control (e.g. operational or transport disruptions, shortage of raw materials, shortage of resources such as gas, delays by suppliers, strikes, etc.) (“force majeure events”), delivery periods shall be extended by the duration of the impediment plus a reasonable start-up period. Sentence 1 also applies if a force majeure event occurs at a supplier of ManVision. Sentence 1 also applies despite knowledge of the COVID-19 pandemic and the Ukraine war if these events or related governmental measures (e.g. interruption or reduction of gas supply) prevent ManVision from delivering. ManVision shall inform the customer about the force majeure event and its expected duration as early as possible.
ManVision may request that the parties, in good faith, agree on a proportional adjustment of the purchase price if ManVision’s cost burden under the contract increases by more than 5% due to the force majeure event (e.g. increased production, purchasing, raw material, energy, or logistics costs). Upon request by the customer, ManVision shall grant access to a court-appointed auditor to review its cost structure. The auditor may verify costs and increases and inform the customer of the result, but may not disclose detailed cost data.
If the force majeure event lasts one month or longer, ManVision may also request that the parties agree on other appropriate contractual adjustments in good faith. If it lasts two months or longer, ManVision may withdraw from the affected contract by written declaration.
4.2 Partial deliveries are permitted.
4.3 In cases of force majeure such as war, pandemic, natural disasters, governmental measures resulting from such events, or other unforeseeable obstacles beyond ManVision’s control (e.g. operational or transport disruptions, shortage of raw materials, shortage of resources such as gas, delays by suppliers, strikes, etc.) (“force majeure events”), delivery periods shall be extended by the duration of the impediment plus a reasonable start-up period. Sentence 1 also applies if a force majeure event occurs at a supplier of ManVision. Sentence 1 also applies despite knowledge of the COVID-19 pandemic and the Ukraine war if these events or related governmental measures (e.g. interruption or reduction of gas supply) prevent ManVision from delivering. ManVision shall inform the customer about the force majeure event and its expected duration as early as possible.
ManVision may request that the parties, in good faith, agree on a proportional adjustment of the purchase price if ManVision’s cost burden under the contract increases by more than 5% due to the force majeure event (e.g. increased production, purchasing, raw material, energy, or logistics costs). Upon request by the customer, ManVision shall grant access to a court-appointed auditor to review its cost structure. The auditor may verify costs and increases and inform the customer of the result, but may not disclose detailed cost data.
If the force majeure event lasts one month or longer, ManVision may also request that the parties agree on other appropriate contractual adjustments in good faith. If it lasts two months or longer, ManVision may withdraw from the affected contract by written declaration.
5. PAYMENTS
5.1 Payments must be made on time and without deduction unless otherwise agreed.
5.2 In case of default, ManVision is entitled to charge default interest of 8% above the base interest rate defined in § 247 German Civil Code (BGB). If higher damages can be proven, ManVision is entitled to claim them.
5.3 Bills of exchange and cheques are accepted only on account of payment and are considered paid only upon final cash clearance.
5.4 The customer is only entitled to set-off or retention rights if their counterclaims have been legally established, are undisputed, or have been acknowledged by ManVision.
5.5 If the customer is in default with payment obligations, all outstanding claims become immediately due.
5.6 ManVision is entitled to assign claims arising from the business relationship with the customer.
5.2 In case of default, ManVision is entitled to charge default interest of 8% above the base interest rate defined in § 247 German Civil Code (BGB). If higher damages can be proven, ManVision is entitled to claim them.
5.3 Bills of exchange and cheques are accepted only on account of payment and are considered paid only upon final cash clearance.
5.4 The customer is only entitled to set-off or retention rights if their counterclaims have been legally established, are undisputed, or have been acknowledged by ManVision.
5.5 If the customer is in default with payment obligations, all outstanding claims become immediately due.
5.6 ManVision is entitled to assign claims arising from the business relationship with the customer.
6. RETENTION OF TITLE
6.1 ManVision retains ownership of delivered goods until full payment of all claims arising from the ongoing business relationship.
6.2 The customer is only entitled to resell, pledge, assign as security, lease, or transfer retained goods abroad with prior written consent from ManVision. If resale to third parties is part of the customer’s ordinary business, they are exceptionally entitled to resell in the normal course of business.
6.3 The customer hereby assigns to ManVision all claims and compensation rights arising from the retained goods up to the invoice value. ManVision accepts the assignment. The customer is authorized to collect claims as long as they fulfill their payment obligations and are not in default.
6.4 Processing or transformation of retained goods is always carried out on behalf of ManVision. If processed with items not owned by ManVision, ManVision acquires co-ownership proportional to the value of its goods. The same applies in case of mixing.
6.5 In case of third-party access to retained goods, the customer must immediately indicate ManVision’s ownership. In case of breach of contract, especially payment default, ManVision is entitled to withdraw from the contract, take possession of the goods, and enter storage premises. The customer waives rights arising from unauthorized interference and allows access to premises where the goods are stored.
6.6 ManVision may directly collect assigned claims from third parties. Collected amounts are offset against costs and interest; any surplus is returned to the customer.
6.2 The customer is only entitled to resell, pledge, assign as security, lease, or transfer retained goods abroad with prior written consent from ManVision. If resale to third parties is part of the customer’s ordinary business, they are exceptionally entitled to resell in the normal course of business.
6.3 The customer hereby assigns to ManVision all claims and compensation rights arising from the retained goods up to the invoice value. ManVision accepts the assignment. The customer is authorized to collect claims as long as they fulfill their payment obligations and are not in default.
6.4 Processing or transformation of retained goods is always carried out on behalf of ManVision. If processed with items not owned by ManVision, ManVision acquires co-ownership proportional to the value of its goods. The same applies in case of mixing.
6.5 In case of third-party access to retained goods, the customer must immediately indicate ManVision’s ownership. In case of breach of contract, especially payment default, ManVision is entitled to withdraw from the contract, take possession of the goods, and enter storage premises. The customer waives rights arising from unauthorized interference and allows access to premises where the goods are stored.
6.6 ManVision may directly collect assigned claims from third parties. Collected amounts are offset against costs and interest; any surplus is returned to the customer.
7. LIABILITY
7.1 Information in catalogs, brochures, advertisements, illustrations, and similar materials regarding performance, dimensions, weights, prices, etc. is non-binding unless expressly included in the contract.
7.2 ManVision is liable for defects under § 434 BGB. Defective goods within the limitation period will be repaired, replaced, or re-performed at ManVision’s discretion. Multiple repair attempts are permitted if reasonable. Claims expire 12 months after delivery.
7.3 Warranty is void if goods are modified, improperly handled, or used contrary to regulations.
7.4 Claims for damages are excluded regardless of legal basis, except in cases of product liability law, intent, gross negligence, injury to life, body, or health, or breach of essential contractual obligations.
7.5 Liability is limited to the purchase price unless intent or gross negligence or personal injury applies.
7.6 If repair fails, the customer may request reduction or cancellation of the contract. No withdrawal right exists for minor defects.
7.7 If materials are physically, chemically, or technologically modified by the customer, use as construction or structural material requires prior written consent.
7.8 Advice is provided to the best of knowledge but without liability. It does not replace customer testing.
7.9 R&D services are performed with due care but without guarantee of economic usability or freedom from third-party rights.
7.2 ManVision is liable for defects under § 434 BGB. Defective goods within the limitation period will be repaired, replaced, or re-performed at ManVision’s discretion. Multiple repair attempts are permitted if reasonable. Claims expire 12 months after delivery.
7.3 Warranty is void if goods are modified, improperly handled, or used contrary to regulations.
7.4 Claims for damages are excluded regardless of legal basis, except in cases of product liability law, intent, gross negligence, injury to life, body, or health, or breach of essential contractual obligations.
7.5 Liability is limited to the purchase price unless intent or gross negligence or personal injury applies.
7.6 If repair fails, the customer may request reduction or cancellation of the contract. No withdrawal right exists for minor defects.
7.7 If materials are physically, chemically, or technologically modified by the customer, use as construction or structural material requires prior written consent.
7.8 Advice is provided to the best of knowledge but without liability. It does not replace customer testing.
7.9 R&D services are performed with due care but without guarantee of economic usability or freedom from third-party rights.
8. INSPECTION AND COMPLAINT OBLIGATIONS
8.1 The customer must inspect goods immediately and report defects without delay. Complaints must be received in writing within 14 days.
8.2 Warranty is void if the customer fails to comply.
8.3 Rejected goods must be returned in original or equivalent packaging.
8.2 Warranty is void if the customer fails to comply.
8.3 Rejected goods must be returned in original or equivalent packaging.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 If goods are manufactured based on customer specifications, the customer guarantees no third-party rights are violated and indemnifies ManVision. If a third party prohibits production due to rights claims, ManVision may stop production without legal review.
9.2 All intellectual property rights in designs, molds, drawings, etc. created by ManVision remain with ManVision.
9.2 All intellectual property rights in designs, molds, drawings, etc. created by ManVision remain with ManVision.
10. APPLICABLE LAW AND JURISDICTION
The contract is governed by German law. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. Jurisdiction is the registered office of ManVision.
11. VALIDITY
If any provision is invalid or becomes invalid, the remaining provisions remain unaffected.