§ 1 General Provisions / Scope of Application
(1) These Terms and Conditions apply to all current and future business relationships.
(2) Any deviating, conflicting, or supplementary general terms and conditions of the customer shall not become part of the contract, even if müller quadax is aware of them, unless their validity is expressly agreed to in writing.
(3) müller quadax’s General Terms and Conditions shall apply even if müller quadax carries out the delivery to the customer without reservation despite being aware of conflicting or deviating General Terms and Conditions of the customer.
 

§ 2 Offer / Offer Documents
(1) Offers are subject to change without notice.
(2) If, prior to the execution of the order, there are significant increases in raw material prices, wages, taxes, public levies, and/or difficulties arising from laws and/or other legally binding regulations that demonstrably have a significant impact on müller quadax’s offer calculation, müller quadax shall be entitled to charge a reasonable price surcharge. Significant for the purposes of this provision means changes of at least 10%.
(3) We reserve the right to make technical changes as well as changes in shape, color, and/or weight within reasonable limits. Compliance with technical data or other information/details from catalogs, brochures, parts lists, and/or drawings/sketches, etc., is confirmed only to the extent that specific data, dimensions, or details thereof are expressly included in the technical description of the offer. In the case of a general reference to documents or drawings, only the function is deemed confirmed.
(4) If the order is to be classified as an offer pursuant to § 145 BGB, müller quadax may accept it within 4 weeks. Confirmation of receipt does not constitute a binding acceptance of the order. Acceptance may be declared either in writing, by performing the service and notifying the customer thereof, or by delivering the goods to the customer.
(5) Obvious errors in the offer or the written order confirmation entitle müller quadax to withdraw from the contract without prejudice to any other rights. The customer has no claim for damages in this regard.
(6) The conclusion of the contract is subject to the condition that müller quadax’s suppliers deliver to müller quadax in accordance with the contract and within the agreed time frame. This applies only if müller quadax is not responsible for the non-delivery, in particular in the event of the conclusion of a congruent covering transaction with müller quadax’s supplier. If müller quadax is nevertheless unable to perform, the customer must be informed immediately of the unavailability of the service. The customer’s payment shall be refunded immediately.
(7) müller quadax reserves ownership rights and copyrights to illustrations, drawings, calculations, and other documents; they may not be made accessible to third parties. This applies in particular to written documents marked “confidential.” Disclosure to third parties requires the express written consent of müller quadax. These documents must be returned to müller quadax free of charge and without request as soon as they are no longer needed. The customer is liable for loss and damage. Upon request, these items/documents must be surrendered at any time. The customer has no right of retention with respect to them. Documents/items must be stored securely and may not be reproduced without the prior written consent of müller quadax.In the case of items/documents subject to intellectual property rights in favor of müller quadax and/or which constitute trade or business secrets, the purchaser is permitted only the use expressly authorized by müller quadax, unless certain types of use are also permitted to any third party.
 

§ 3 Scope of Delivery
(1) The Customer is obligated to specify in its order the individual specifications of the respective delivery item according to the intended individual use, taking into account all technically relevant factors. If such specifications are missing or incomplete, the general product specifications of müller quadax shall apply as a supplement where applicable.
(2) The written order confirmation by müller quadax shall be decisive for the scope of delivery. If the contract is concluded by acceptance of a time-limited offer from müller quadax, the content of müller quadax’s offer shall be decisive for the content of the contract. Side agreements and amendments require written confirmation by müller quadax.
(3) Packaging becomes the property of the purchaser. The purchaser shall be responsible for disposing of the packaging at their own expense in accordance with statutory regulations and shall release müller quadax from the obligation under Section 4 of the Packaging Ordinance or Section 15 of the Packaging Act (obligation to take back transport packaging). In all other respects, the provisions of the Packaging Ordinance or, as of January 1, 2019, the Packaging Act shall apply.
(4) Müller Quadax reserves the right to make design or form changes during the delivery period that are attributable to technical improvements or legal requirements, provided that the delivery item or the agreed delivery is not significantly altered and the changes are reasonable for the purchaser.
 

§ 4 Prices / Terms of Payment
(1) Unless otherwise agreed, prices are “ex works,” including loading at the factory but excluding packaging, plus the applicable statutory value-added tax.
(2) The deduction of a cash discount requires a separate written agreement.
(3) Unless otherwise stated in the order confirmation or quotation, the purchase price is due for payment net (without deduction) within 30 days of the invoice date. If the customer defaults on payment, müller quadax is entitled to charge default interest at a rate of 9% above the European Central Bank’s base rate per annum. To the extent that higher damages resulting from default can be proven, müller quadax is entitled to claim them. The customer, for its part, is entitled to provide evidence of lesser damages.
(4) The customer is only entitled to rights of set-off or retention if its counterclaims have been legally established, are undisputed, or have been acknowledged by müller quadax. The purchaser is authorized to exercise a right of retention only to the extent that its counterclaim is based on the same contractual relationship. müller quadax is entitled to apply payments to the oldest due claim, even if the purchaser’s payment instructions provide otherwise.
(5) If, after the conclusion of the contract, there is a significant deterioration in the purchaser’s financial circumstances, or if müller quadax becomes aware of a prior deterioration in the purchaser’s financial circumstances after the conclusion of the contract that gives rise to serious doubts regarding the purchaser’s creditworthiness, müller quadax is entitled, at its discretion, to demand advance payment or the provision of security. Müller quadax is entitled to withdraw from the contract if the customer fails to comply with this request.
(6) Prices apply exclusively to delivery and services within the Federal Republic of Germany.

§ 5 Call-off
Orders Call-off orders must be accepted within the specified time periods or by the agreed-upon dates.
§ 6 Delivery Time / Delay in Delivery / Cancellation Costs
(1) The commencement of the delivery time specified by Müller Quadax is contingent upon the clarification of all technical issues as well as the timely and proper fulfillment of the purchaser’s obligations. This includes, in particular, any documents to be procured or prepared by the customer, such as drawings, descriptions, approvals and clearances to be submitted by the customer, and the crediting of agreed down payments by the customer to müller quadax’s account. If any of these conditions are not met or if there are ambiguities for which the purchaser is responsible, the delivery time specified by müller quadax shall be suspended until the purchaser has remedied the obstacle.
(2) The delivery deadline is met if the delivery item has left the factory by the end of the agreed delivery date or the date specified by müller quadax, but no later than the end of the calendar week following that date; or, in the case of items to be picked up by the customer, if readiness for shipment has been communicated to the customer by the end of the calendar week specified in the order confirmation.
(3) The delivery period shall be extended appropriately in the event of unforeseen circumstances for which müller quadax is not responsible, provided that such obstacles demonstrably affect the completion or delivery of the subject matter of the contract. This also applies if these circumstances occur at müller quadax’s subcontractors. This applies in particular to obstacles arising in the context of industrial disputes, especially strikes and lockouts. müller quadax shall not be held responsible for delivery delays resulting from the aforementioned circumstances even if they occur during an existing delay. müller quadax must notify the customer of the start and end of such impediments as soon as possible.
(4) müller quadax shall only be in default of delivery if the customer has set a grace period of two weeks in writing and müller quadax allows this grace period to elapse without taking action.
(5) If the customer is in default of acceptance or breaches other obligations to cooperate, müller quadax is entitled to claim compensation for the damage incurred by müller quadax, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased item also passes to the customer at the time the customer falls into default of acceptance.
(6) If delivery of the subject matter of the contract is delayed at the purchaser’s request, the purchaser shall be charged, beginning on the first day of the month following notification of readiness for shipment, the costs incurred by storage; however, in the case of storage at one of müller quadax’s facilities, the charge shall be at least 0.5% of the invoice amount for each month or portion thereof. müller quadax reserves the right to prove higher damages, and the purchaser reserves the right to prove lower damages. Furthermore, müller quadax is entitled, after the expiration of a reasonable period of time notified to the customer, to withdraw from the contract or, after the expiration of a reasonable period of time notified to the customer, to dispose of the delivery item elsewhere and to supply the customer in accordance with the contract within a reasonable, extended period of time.
(7) If the customer unjustifiably withdraws from a placed order, müller quadax is entitled, provided the customer has been granted a reasonable period for subsequent performance, to claim 10% of the sales price for the costs incurred in processing the order and for lost profits, without prejudice to the possibility of claiming higher actual damages. The purchaser reserves the right to prove that the damage was less.
(8) If müller quadax is in default of delivery, claims for compensation due to delay in performance are excluded in cases of slight negligence, notwithstanding any other rights of the purchaser. Otherwise, the customer may claim lump-sum compensation in the amount of 3% of the delivery value for each completed week of delay, up to a maximum of 15% of the delivery value. Müller quadax reserves the right to claim lower damages from the customer or to claim higher damages. In any case, claims for damages due to delay in delivery are limited to the foreseeable, typically occurring damage.
 

§ 11 applies accordingly.
 

§ 7 Place of Performance
Müller quadax expressly notes that for every delivery agreed upon “ex works,” Forchtenberg shall be deemed the place of performance for the contractual relationship, regardless of where the delivery is ultimately made.
 

§ 8 Transfer of Risk
(1) Unless otherwise specified in the contract documents, delivery is agreed “ex works.”
(2) Delivery is deemed to have taken place even if the customer is in default of acceptance.
(3) The foregoing clauses also apply to agreed partial deliveries.
(4) To the extent that müller quadax has assumed shipping costs, delivery, or installation of the subject matter of the contract pursuant to a contractual agreement, the foregoing risk-bearing clauses remain unaffected.
(5) If shipment of the subject matter of the contract is delayed due to circumstances for which the purchaser is responsible, the risk passes to the purchaser on the day the goods are ready for shipment; however, müller quadax is obligated, at the purchaser’s request and expense, to arrange the insurance coverage the purchaser requires.
(6) Delivered items must be accepted by the purchaser, even if they exhibit minor defects, without prejudice to the rights under § 9. Partial deliveries are permitted.
 

§ 9 Warranty
(1) The statute of limitations for claims for defects is 12 months—except in cases of fraudulent misrepresentation and subject to § 11(8). Any claims for damages, including those arising from a breach of the obligation to provide subsequent performance under paragraph 4, are subject to the provisions of § 11.
(2) In all other respects, müller quadax’s warranty is initially limited to subsequent performance, at müller quadax’s discretion, either by repair or replacement. In the event of rectification of defects, müller quadax shall bear the necessary expenses for removing the defective item and installing the repaired or delivered defect-free item, provided that these expenses are not increased because the subject matter of the contract is located at a place other than the place of performance. müller quadax shall not reimburse the costs of any additional legally and economically necessary repair of the end product as part of subsequent performance in the event of combination, mixing, or processing, or any other remedy, in the proportion that the consideration for the delivered product bears to the sales price of the end product. This also applies to subsequent performance for end products without prior mixing, combination, or processing with other products, or for products that have undergone further processing. If the use of the delivered item results in an infringement of industrial property rights or copyrights within the country, müller quadax shall procure the right for the purchaser to continue using the item or otherwise remedy the infringement of property rights. If this is not possible under economically reasonable terms or within a reasonable period of time, the purchaser is entitled to withdraw from the contract. Under the aforementioned conditions, müller quadax is also entitled to withdraw from the contract. This obligation is exhaustive with respect to infringements of industrial property rights and copyrights, subject to the provisions of § 11. This presupposes that the customer immediately informs müller quadax of any asserted infringements and supports müller quadax in defending against the asserted claims or enables the implementation of the modification measures. A further prerequisite is that müller quadax reserves the right to take all defensive measures, that the legal defect is not based on an instruction from the customer, and that the infringement was not caused by the customer having altered the delivered item on their own initiative or used it in a manner not in accordance with the contract. To the extent that müller quadax is not liable under this section, the customer shall indemnify müller quadax against all claims by third parties.
(3) If the subsequent performance fails, the Customer shall be entitled to withdraw from the contract. In the case of only a minor breach of contract, in particular in the case of minor defects, the Customer shall have no right of withdrawal. The Customer’s right to a price reduction is excluded. The rectification shall be deemed to have failed after the second unsuccessful attempt, unless further attempts at rectification are reasonable and acceptable to the Customer based on the subject matter of the contract.
(4) If the Customer demands damages following failed rectification, the goods shall remain with the Customer, provided this is reasonable. Compensation is limited—subject to the provisions of § 11—to the difference between the purchase price and the value of the defective item after the failed performance was rendered or, if the performance is rendered by a third party, to the relevant performance price minus any expenses saved. This does not apply if müller quadax caused the breach of contract through fraud. In the event of defects in goods arising from the combination, mixing, or processing of a defective product, as well as from the further processing of such a product, müller quadax shall not compensate for the damage in proportion to the ratio of the consideration for the delivered product to the sales price that would have been expected for the end product had the delivery been free of defects.
(5) The product descriptions provided by müller quadax are to be regarded solely as statements regarding the quality of the goods. Public statements, promotional claims, or advertising do not constitute contractual statements regarding the quality of the goods. Similarly, the product descriptions of a manufacturer used by müller quadax are to be regarded solely as statements regarding the quality of the goods. Public statements, promotional claims, or advertising by the manufacturer do not constitute contractual specifications of the goods.
(6) If the customer receives defective assembly instructions, müller quadax is only obligated to provide defect-free assembly instructions, and only if the defect in the assembly instructions prevents proper assembly.
(7) The customer may only claim damages for non-performance or withdraw from the contract if müller quadax has neither remedied the defect nor provided a replacement delivery despite the setting of a reasonable deadline, or if a replacement delivery or remedy is unreasonable for the customer.
(8) Warranty claims under paragraphs 1–7 are contingent upon the purchaser notifying müller quadax in writing of obvious defects within two weeks of receipt of the goods and of hidden defects within two weeks of discovery of the defect.
(9) The purchaser bears the burden of proof for the prompt notification of a defect. Likewise, the purchaser bears the burden of proof that they have not taken any measures themselves to remedy the defect.
(10) The purchaser does not receive any guarantees in the legal sense from müller quadax. Manufacturer guarantees from third parties remain unaffected by this.
 

§ 10 Warranty in the Event of Replacement of Individual Parts
If an individual component of a product is replaced or exchanged within the warranty period, this does not result in an extension or restart of the warranty periods for the entire product. Rather, the extension or restart of warranty periods applies exclusively to the replaced individual part.
 

§ 11 Limitations of Liability
(1) In the event of negligent breaches of duty, müller quadax’s liability is limited to the foreseeable, contract-typical, direct average damage based on the nature of the goods. This also applies to negligent breaches of duty by müller quadax’s employees, workers, staff, representatives, and vicarious agents. Liability is excluded in the case of slightly negligent breaches of minor contractual obligations.
(2) Unless otherwise specified below, further claims by the purchaser—regardless of the legal basis—are excluded. müller quadax is therefore not liable for damages that did not occur directly to the delivery item itself; in particular, müller quadax is not liable for lost profits or damages to other assets of the customer or a third party, including such items that have been created through combination, mixing, processing, and/or further processing.
(3) The disclaimer of liability and the limitation of liability in the preceding paragraphs (1) and (2) do not apply to damages resulting from injury to life, limb, or health, in the event of loss of life, or in cases of intent or gross negligence. The disclaimer of liability also does not apply if müller quadax culpably breaches a fundamental contractual obligation (cardinal obligation); in which case, however, liability is limited in accordance with paragraph (1) to the foreseeable, contract-typical, direct average damage. Essential contractual obligations (cardinal obligations) are those that ensure the achievement of the purpose of the contract, the fulfillment of which makes the proper performance of the contract possible in the first place, and on the fulfillment of which the customer may rely.
(4) If müller quadax breaches an essential contractual obligation, müller quadax’s liability for property damage is limited to the coverage amount of müller quadax’s business liability insurance, unless the breach is based on at least gross negligence. Upon request, müller quadax shall provide access to the insurance policy. To the extent that müller quadax’s liability is excluded or limited, this also applies to the personal liability of müller quadax’s employees, workers, staff, representatives, and vicarious agents.
(5) In general, müller quadax’s liability is excluded in the event that, at the purchaser’s request, parts other than those manufactured or specified by müller quadax are incorporated into the delivery item. The customer bears the burden of proof that such a deviation is not the cause of any defect in the delivery item.
(6) müller quadax is not liable for installation work performed by the customer itself. The burden of proof for defect-free installation rests with the customer. This does not affect müller quadax’s obligation under § 7(2) to reimburse the necessary expenses for the removal of the defective item and the installation of the repaired or delivered defect-free item.
(7) The foregoing limitations of liability do not affect the customer’s claims arising from warranties and/or product liability.
(8) Claims for damages under the preceding paragraphs 1–7 are subject to the statutory limitation periods.
 

§ 12 Retention
of Title (1) müller quadax retains title to the subject matter of the contract until all payments arising from an ongoing business relationship have been received. In the event of conduct by the purchaser in breach of the contract, in particular in the event of default in payment, müller quadax is entitled to take back the subject matter of the contract. The taking back of the subject matter of the contract does not constitute a withdrawal from the contract, unless müller quadax expressly declares this in writing. The seizure of the subject matter of the contract by müller quadax always constitutes a withdrawal from the contract. After taking back the subject matter of the contract, müller quadax is authorized to dispose of it. The proceeds from such disposal shall be applied against the customer’s liabilities—less reasonable disposal costs.
(2) The customer is obligated to handle the goods with due care; in particular, the customer is obligated to insure them at their own expense against fire, water, and theft damage at replacement value. If maintenance and inspection work is required, the customer must perform such work at their own expense in a timely and regular manner.
(3) In the event of seizures or other interventions by third parties, the purchaser must notify müller quadax immediately in writing. To the extent that the third party is unable to reimburse müller quadax for the judicial and extrajudicial costs of a lawsuit pursuant to § 771 ZPO, the purchaser shall be liable for the loss incurred by müller quadax. The purchaser is further obligated to notify müller quadax immediately of any damage to or destruction of the goods. The purchaser must immediately notify müller quadax of any change in ownership of the goods as well as any relocation of the company’s registered office.
(4) The purchaser is entitled to resell the goods in the ordinary course of business. However, the buyer hereby assigns to müller quadax all claims in the amount of the value of the goods subject to retention of title (including VAT) that accrue to the buyer from the resale against its customers or third parties, regardless of whether the goods were resold unprocessed or after processing. müller quadax accepts this assignment. The purchaser remains authorized to collect the claim even after the assignment. müller quadax’s authority to collect the claim itself remains unaffected by this. However, müller quadax undertakes not to collect the claim as long as the customer meets its payment obligations from the proceeds received, is not in
default of payment, and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, however, müller
quadax may demand that the purchaser disclose to müller quadax the assigned claims and their debtors, provide all information necessary for
the collection of the claims, hand over the relevant documents, and notify the debtors (third parties) of the assignment.
(5) The processing or transformation of the goods by the purchaser shall always be carried out in the name and on behalf of müller quadax. If the goods are processed with other items not belonging to müller quadax, müller quadax shall acquire co-ownership of the new item in proportion to the value of the goods to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the goods delivered under retention of title.
(6) If the goods are mixed with other items not belonging to müller quadax, müller quadax shall acquire co-ownership of the new item in proportion to the value of the goods to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the customer’s item is to be regarded as the principal item, it is deemed agreed that the customer transfers proportional co-ownership to müller quadax. The Customer shall hold the sole ownership or co-ownership thus created in trust for müller quadax.
(7) The Customer also assigns to müller quadax the claims in the amount of the value of the goods subject to retention of title (including VAT) to secure müller quadax’s
claims against the Customer arising against a third party through the combination of the goods with real property.
(8) müller quadax undertakes to release the securities to which müller quadax is entitled at the purchaser’s request to the extent that the value of the securities provided to müller quadax exceeds the claims to be secured by more than 20%; müller quadax shall be responsible for selecting the securities to be released.
§ 13 Special Right of Termination / Embargo Regulations / EU Anti-Terrorism Regulations (1) To the extent that contracts concluded between müller quadax and the customer, or delivery obligations and/or payment obligations of the customer resulting therefrom for müller quadax, violate nationally or internationally binding regulations (e.g., foreign trade regulations of the Federal Republic of Germany, export and embargo regulations of the European Union, other states, in particular the USA, including EU anti-terrorism regulations), müller quadax is entitled to terminate the contractual relationship extraordinarily and/or to withdraw from the contract.
(2) The Customer shall have no claim for damages in this special case.
(3) The Customer is obligated to inform itself of any applicable legal regulations that render performance of the contract impossible for müller quadax.
 

§ 14 Confidentiality
The Customer is obligated to treat all information, know-how, and other trade secrets related to the execution of the respective order as strictly confidential and not to disclose any information, documents, or other materials to third parties without the express consent of müller quadax. müller quadax shall likewise treat the Customer’s documents as confidential.
 

§ 15 Final Provisions
(1) The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
(2) If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of müller quadax. The same applies if the Customer has no general place of jurisdiction in Germany or if their domicile or habitual residence is unknown at the time the action is brought. müller quadax is also entitled to bring an action at the Customer’s principal place of business.
(3) Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The provision that is wholly or partially invalid shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.
§ 16 Confidentiality The Customer is obligated to treat all information, know-how, and other trade secrets related to the execution of the respective order as strictly confidential and not to disclose any information, documents, or other materials to third parties without the express consent of müller quadax. müller quadax shall likewise treat the Customer’s documents as confidential.