Terms & Conditions

This English translation is provided for your convenience. The German version is the legally binding version.

(As of 23 January 2018)

§ 1 General Provisions

All deliveries, services, offers, software licenses and their maintenance (hereinafter: "Contract Products") by MESHLE GmbH (hereinafter: "MESHLE" or "Contractor") are subject to these General Terms and Conditions (hereinafter: "GTC").

These GTC apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 para. 1 BGB (German Civil Code) (hereinafter: "Client").

We only acknowledge conditions of the Client that conflict with or deviate from our GTC if we expressly agree to their validity in writing.

These GTC shall also apply as a framework agreement in their respective version to future contracts with the same Client, even if they are not expressly referred to again.

§ 2 Offers

MESHLE's offers are non-binding. The Client's order must always refer to the specific offer from MESHLE.

Information in offers and/or order confirmations that is based on an obvious error, namely a writing or calculation error, does not bind the Contractor. Rather, the obviously intended declaration applies.

The agreed quality of the Contract Products is conclusively described in the respective product description or specifications. Public statements regarding the Contract Products only become part of the agreed quality if they are expressly confirmed in writing by the Contractor.

§ 3 Contract Formation

A contract is only concluded with written order confirmation by MESHLE or by dispatch of the goods and the invoice. If MESHLE performs without the Client having received an order confirmation beforehand, the contract is concluded upon delivery or upon commencement of the service.

We reserve the right to deviate from the offer documents or the order confirmation during order execution if legal or technical standards must be taken into account.

Side agreements, amendments, supplements or other deviations from these terms and conditions are only valid if we have declared our consent. Such agreements must be made in writing.

§ 4 Prices and Payment

Unless otherwise agreed in writing, all prices are ex works, plus VAT at the applicable rate, and excluding packaging, freight, postage and other shipping costs. The Contractor may issue partial invoices.

Payments are due within 10 days of invoicing without any deduction.

If the Client defaults on payment, the Contractor is entitled to charge default interest at a rate of 8% per year above the applicable base rate. The right to claim higher damages remains reserved.

§ 5 Rights of Retention

The buyer's rights of set-off and retention are excluded if the buyer's claims are not undisputed or have not been established by a court of law.

§ 6 Deliveries & Services

Delivery periods and delivery dates are always only approximate unless a fixed period or date has been expressly agreed. Dates refer to the time of dispatch.

Reasonable partial deliveries are permitted. Each partial delivery is considered an independent transaction.

In cases of force majeure or other unforeseeable disruptive events at the time of contract conclusion, we are entitled to withdraw from the contract. In the case of temporary obstacles, delivery and performance deadlines shall be extended by the period of the impediment plus a reasonable start-up period.

§ 7 Default of Acceptance by the Client

If the buyer defaults on acceptance or culpably violates other cooperation obligations, we are entitled to demand compensation for the resulting damage, including any additional expenses. Further claims remain reserved.

§ 8 Cancellation Costs

If the Client wrongfully withdraws from an order, the Contractor may claim 25% of the agreed fee for costs incurred through processing the order and for lost profit, without prejudice to the right to claim higher actual damages. The Client reserves the right to prove lesser damage.

§ 9 Transfer of Risk upon Dispatch

If the goods are dispatched at the Client's request, the risk of accidental loss or deterioration passes to the buyer upon dispatch, at the latest upon leaving the factory/warehouse. This applies regardless of whether dispatch is from the place of performance or who bears the freight costs.

§ 10 Retention of Title

We retain title to the goods sold until full payment of all our current and future claims from the purchase contract and an ongoing business relationship.

Goods subject to retention of title may not be pledged to third parties or transferred as security before full payment of the secured claims.

§ 11 Licensed Software and Firmware

The use of Contract Products consisting of software or firmware may depend on the buyer accepting additional conditions contained in separate license agreements. If no separate license agreement exists, the buyer is granted a permanent, non-exclusive and non-transferable license to use the software or firmware in object code only, without the right to sublicense, decompile, disassemble, reverse translate or otherwise modify the software or firmware, unless permitted by mandatory law.

§ 12 Warranty

The Contractor warrants that new Contract Products delivered under these conditions are free from material, manufacturing and design defects for a period of 12 months after delivery. For repaired or replaced Contract Products, warranty is provided for 6 months from dispatch or the remainder of the original warranty period, whichever is longer.

Warranty claims do not exist for only insignificant deviations from the agreed quality, natural wear and tear, or damages arising after transfer of risk due to faulty or negligent handling, excessive use, unsuitable equipment, or unauthorized repair work.

§ 13 Exclusions and Limitations of Liability

We are always liable without limitation for claims arising from damages caused by us or our vicarious agents in cases of injury to life, body or health, intentional or grossly negligent breach of duty, guarantee promises, or where the scope of the Product Liability Act applies.

In case of slight negligence in breaching cardinal obligations, liability is limited to the foreseeable damage typical of the contract. Otherwise, claims for damages are excluded.

§ 14 Export and Import Licenses

Products delivered by MESHLE and technical know-how are intended for use and retention in the delivery country agreed with the Client. Re-export of Contract Products is subject to approval and foreign trade regulations of the Federal Republic of Germany. The customer must independently inform themselves about these regulations.

§ 15 Disposal of Electrical and Electronic Equipment

For B2B deliveries of electrical and electronic equipment within the meaning of the German Electrical and Electronic Equipment Act (ElektroG), the Client is obligated to properly dispose of the product at their own expense after end of use in accordance with statutory provisions.

§ 16 Final Provisions

This contract and the entire legal relationship of the parties are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.

All agreements made between the parties for the execution of this contract are set out in writing in this contract.