GENERAL TERMS AND CONDITIONS
§ 1 SCOPE OF APPLICATION

(1) These General Terms and Conditions of Sale and Delivery (“VLB”) apply to all sales, deliveries, and comparable exchange contracts conducted with entrepreneurs, legal entities under public law, and special funds under public law within the meaning of § 310 BGB (German Civil Code).

(2) These VLB shall apply exclusively. We do not recognize any terms and conditions of the contracting partner that conflict with or deviate from these VLB unless we have expressly agreed to their validity in writing. These VLB shall also apply if we execute sales or deliveries unconditionally while being aware of conflicting or deviating terms and conditions.

(3) In the case of ongoing business relationships, these VLB shall also apply to future transactions, even if they are not expressly agreed upon again.

§ 2 OFFER AND OFFER DOCUMENTATION

(1) Our offers are non-binding unless otherwise stated in the order confirmation. This also applies to any documents enclosed with our offers, such as illustrations, drawings, samples, drafts, and any measurements, weights, or performance specifications, unless they are expressly designated as binding.

(2) If purchase orders submitted by the contracting partner are to be regarded as offers pursuant to § 145 BGB, we may accept them within eight days of receipt.

§ 3 PRICES AND PAYMENT TERMS

(1) Unless otherwise stated in the order confirmation, all prices apply “ex works.” In the absence of individual price agreements, prices are determined based on the price list published on our company website at the time of the order. Statutory VAT is not included and will be listed separately on the invoice at the applicable statutory rate.

(2) Payments shall be made exclusively to one of the accounts specified in the respective invoice. Payment is due within 21 days net. Statutory rules on payment default apply. The default interest rate is 9 percentage points above the applicable base interest rate. Reminder fees amount to €3.00 per reminder. The assertion of further damages caused by default, particularly bank-standard provision interest, is not excluded.

(3) The contracting partner may only offset claims that are undisputed, acknowledged by us, or have been legally established. Otherwise, set-off is excluded.

(4) The right of retention is excluded to the same extent as the right of set-off.

§ 4 DELIVERIES

(1) Compliance with delivery deadlines requires the contracting partner to fulfil all contractual obligations, including timely payment of agreed amounts. The defense of non-performance of the contract remains reserved.

(2) All delivery periods are approximate unless a specific delivery date has been expressly confirmed.

(3) If we are prevented from fulfilling our delivery obligations due to unforeseen circumstances that we could not avert despite reasonable care, the delivery period shall be extended appropriately, provided the obligation has not become impossible. Any existing delay shall be suspended. This extension applies in particular to operational disruptions, governmental interventions, delays in obtaining essential materials, labor disputes and their consequences, force majeure, etc. In such cases, the contracting partner is also released from its obligation to accept the goods for the corresponding period.

(4) If the contracting partner is in default of acceptance or culpably breaches other duties to cooperate, we may claim compensation for resulting damages, including additional expenses. Further rights remain unaffected.

(5) We are entitled to make partial deliveries.

§ 5 SHIPPING AND TRANSFER OF RISK

Unless otherwise agreed, the place of performance is our registered office, and shipment is made ex works (EXW, INCOTERMS® 2020). At the contracting partner’s request and expense, we will insure the shipment.

§ 6 RETENTION OF TITLE

(1) We retain ownership of all goods delivered until full payment of our present and future claims arising from the ongoing business relationship.

(2) Goods subject to retention of title may neither be pledged to third parties nor assigned as security before full settlement of the secured claims. The contracting partner must notify us immediately in writing of any third-party access to goods belonging to us.

(3) The contracting partner is authorized to resell and/or process goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition:

a) The retention of title extends to all products resulting from processing, mixing, or combining the goods, and we shall be deemed the manufacturer. In the event that third-party ownership remains after processing, mixing, or combining, we acquire joint ownership proportional to the invoice value of the goods involved. Otherwise, the resulting product is treated as goods delivered under retention of title.

b) The contracting partner hereby assigns to us all claims arising from the resale of the goods or resulting products, either in full or to the extent of our joint ownership share. We accept the assignment.

c) The contracting partner remains authorized to collect such claims alongside us. We undertake not to collect the claims as long as the contracting partner fulfils its contractual payment obligations, is not in default, no insolvency proceedings have been filed, and no other deterioration in financial capacity exists.

d) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice upon request.

(4) If the validity of the retention of title requires specific formal requirements in the contracting partner’s country, the contracting partner shall ensure compliance at its own expense.

§ 7 SYSTEM PRODUCTS, PARTICIPATION REQUIREMENTS AND SUPPLEMENTARY AGREEMENTS
(1) Definition of System Products

JM Metzger GmbH distributes, in addition to generally available goods, certain “System Products.”
System Products are technical dispenser and consumable systems that, due to their design and functionality, can only be operated with specific components approved by the manufacturer. This includes—without limitation—the Cosmos, Lavela, and Minifix series, as well as all future system developments.

(2) Special Characteristics of System Product Distribution

System Products:

– require specific technical conditions,
– function only when approved system components are used,
– require enhanced levels of consultation, training, quality assurance, and support, and
– are subject to technically determined warranty and product liability requirements.

Therefore, these System Products are not freely distributed but are sold exclusively within a selective distribution system with defined quality and participation criteria.

(3) Participation Requirements for System Product Distribution

The acquisition and resale of System Products require that the reseller:

– meets all applicable quality and performance criteria,
– possesses the required technical competence and system knowledge,
– provides reliable customer and market support,
– complies with the brand, quality, and integrity standards of JM Metzger GmbH, and
– enters into and observes the supplementary “Partner Agreement for System Products.”

JM Metzger GmbH may adjust minimum criteria when necessary to preserve system integrity, functionality, or a fair market environment.

(4) Requirement of a Separate System Agreement

A separate Partner Agreement for System Products is mandatory. It governs:

– system standards and quality requirements,
– product protection, consumable availability, and technical usage conditions,
– measures ensuring system functionality, safety, and warranty performance,
– eligibility for special pricing, subsidies, and technical advantages, and
– reseller obligations within the selective distribution system.

Without this agreement, the reseller has no entitlement to:

– supply with System Products,
– special pricing,
– subsidies,
– technical support,
– access to new system generations.

(5) No Automatic Supply

Even if participation criteria are met, the reseller has no automatic entitlement to be accepted or continued in the selective system.

JM Metzger GmbH decides at its reasonable discretion on:

– admission to the selective distribution system,
– continuation or termination of supply,
– allocation of prices, terms, or subsidy models.

Supply occurs only within the framework of the active Partner Agreement.

(6) Technically Determined Usage Requirements

The reseller acknowledges that System Products only function safely and fully when operated with specific components approved by the manufacturer.

Technical requirements derive from:

– product specifications,
– system manuals,
– manufacturer approval lists,
– the supplementary Partner Agreement.

Deviation may result in loss of warranty, malfunctions, system damage, and safety risks.

(7) No Exclusivity Obligation in These Terms

These VLB contain no obligation for exclusive sourcing of consumables or components.

Any sourcing or usage requirements derive solely from:

– product-specific technical requirements, and
– the separate Partner Agreement for System Products.

(8) Transitional Provisions

Existing reseller relationships remain unaffected until JM Metzger GmbH:

– issues or updates the Partner Agreement for System Products, and
– offers the reseller the opportunity to sign.

Upon entry into force of the new Partner Agreement, its provisions replace all previous arrangements related to System Products.

(9) Technical Integrity, Product Liability and Warranty

The reseller acknowledges that:

– System Products can only be operated in compliance with technical specifications,
– deviations may cause loss of function, damage, and safety hazards, and
– warranty rights may be voided as a result.

JM Metzger GmbH is not liable for damages arising from operation outside the defined technical parameters.

§ 8 INSPECTION OF GOODS, WARRANTY AND LIABILITY

(1) Inspection and Notification of Defects
The contracting partner must inspect the goods immediately upon receipt and notify us in writing of any defects within 3 working days. Otherwise, the goods are deemed approved, except in cases of fraud. This duty applies equally to drop shipments.

(2) Remedy
If a defect exists, we may choose to remedy it ourselves or deliver a replacement. We may refuse performance if it is unreasonable, especially when the effort would be disproportionate to the value of the goods. Goods to be replaced must be returned or disposed of as instructed.

(3) Withdrawal and Damages
If remedy fails or the deadline expires, the contracting partner may withdraw from the contract or claim damages as permitted by law. Reduction of the purchase price is excluded unless we have acted intentionally or provided a guarantee. Withdrawal and damages are excluded for minor defects.

(4) Liability
We are liable for damages only in cases of intent or gross negligence. For simple negligence, liability exists only for:

a) injury to life, body, or health;
b) breach of essential contractual obligations; in such cases, liability is limited to foreseeable, typical damages.

Liability under the Product Liability Act remains unaffected.

(5) Exclusion of Liability
All further liability is excluded.

(6) Limitation Period
The warranty period is 12 months from transfer of risk unless mandatory longer periods apply. The reduction does not apply to bodily harm or grossly negligent or intentional breaches.

§ 9 ASSIGNMENT PROHIBITION

The contracting partner may not assign any contractual rights to third parties without our express written consent.

§ 10 FINAL PROVISIONS

(1) The place of performance is our registered office unless otherwise agreed in writing.

(2) Amendments and supplements to this contract must be made in writing. This also applies to changes to this written-form clause.

(3) No ancillary agreements have been made.

(4) German law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(5) Exclusive place of jurisdiction, insofar as legally permissible, is Heilbronn. We may also bring action at the contracting partner’s registered office.

(6) Should any provision of this contract be wholly or partially invalid or unenforceable, the remaining provisions remain unaffected. The parties agree that any invalid provision shall be replaced by a valid one that most closely reflects its economic intent.