GENERAL TERMS AND CONDITIONS

 

§ 1 SCOPE OF APPLICATION

(1) These General Terms and Conditions of Sale and Delivery (GTC) apply to all sales, deliveries, and comparable exchange agreements with business entities, legal persons under public law, and special funds under public law, as defined in § 310 BGB (German Civil Code).

(2) These GTC apply exclusively. We do not recognize any terms of the contractual partner that contradict or deviate from these GTC unless we have expressly agreed to their validity in writing. These GTC also apply if we unreservedly conclude sales or execute deliveries despite being aware of conflicting or deviating terms of our contractual partners.

(3) These GTC also apply to future transactions within ongoing business relationships, even if they are not expressly agreed upon again.

​

§ 2 OFFERS AND OFFER DOCUMENTS

(1) Our offers are non-binding unless otherwise specified in the order confirmation. This also applies to any documents attached to our offers, such as illustrations, drawings, samples, designs, and specifications of dimensions, weight, or performance, unless explicitly designated as binding.

(2) If the contractual partner's orders are to be considered offers within the meaning of § 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 are "ex works." In the absence of an individual price agreement within the order, the prices are derived from the price list available on our corporate website. Statutory VAT is not included and will be stated separately on the invoice at the rate applicable on the date of invoicing.

(2) Payments shall be made exclusively to one of the accounts specified in the respective invoice. Payment must be made within 21 days net. The statutory rules regarding payment default apply. The default interest rate is 9 percentage points above the respective base rate. Reminder fees of €3.00 per reminder letter will be charged. The assertion of further damages, particularly based on standard banking provision interest rates, remains unaffected.

(3) The contractual partner may only set off claims if they are undisputed, recognized by us, or legally established. Otherwise, set-off is excluded.

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

​

§ 4 DELIVERIES

(1) Compliance with the delivery deadline requires that the contractual partner fulfills its obligations, including timely payments. The defense of an unfulfilled contract remains reserved.

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

(3) If we are prevented from fulfilling our delivery obligation due to unforeseen circumstances that we could not avoid with reasonable care, the delivery period shall be extended accordingly, provided there is no case of impossibility. Any delay that has occurred will be interrupted. This extension applies particularly in cases of operational disruptions, governmental interventions, delays in the supply of essential raw and operating materials, labor disputes and their consequences, force majeure, etc. In such cases, the contractual partner is also released from the acceptance obligation for the corresponding period.

(4) If the contractual partner is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to claim compensation for damages incurred, including any additional expenses. Further claims remain reserved.

(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 shipping is carried out ex works (EXW, INCOTERMS® 2020). Upon request, we will insure the shipment at the contractual partner's expense.

​

§ 6 RETENTION OF TITLE

(1) We retain ownership of the delivered goods until full payment of our current and future claims against the contractual partner arising from the ongoing business relationship.

(2) The contractual partner may not pledge or transfer ownership of the goods as security before full payment of the secured claim. The contractual partner must notify us in writing without delay if third parties seize the goods.

(3) The contractual partner is, however, authorized to resell and/or process the goods in the ordinary course of business. In this case, the following additional provisions apply:

a) Retention of title extends to products created through processing, mixing, or combining our goods. If third-party ownership rights remain in processed or mixed goods, we acquire co-ownership in proportion to the invoice value of the goods.

b) The contractual partner hereby assigns to us any claims against third parties resulting from the resale of the goods or products, either in full or up to the amount of our co-ownership share.

c) The contractual partner remains authorized to collect these claims alongside us. We undertake not to collect the claims as long as the contractual partner meets its payment obligations, is not in default, no insolvency proceedings have been initiated, and there is no other indication of financial distress.

​

§ 7 EXCLUSIVE USE OF ORIGINAL REFILL MATERIALS FOR SYSTEM PRODUCTS AND PARTNERSHIP COMMITMENT

(1) JM Metzger GmbH develops and distributes system products, including series such as Cosmos, Lavela, and Minifix, as well as other hygiene dispenser systems. To ensure functionality, quality, and warranty, contractual partners are obliged to exclusively purchase and distribute the authorized original refills from JM Metzger GmbH.

(2) The exclusive use of original refills protects partners from market distortions, ensures compliance with quality standards and hygiene requirements, and safeguards patent and trademark rights.

(3) The partnership agreement must be signed in addition to accepting these General Terms and Conditions to qualify for product deliveries, special conditions, or additional services.

(4) Any breach of this agreement, particularly the use or distribution of unauthorized refills, will result in immediate consequences, including cessation of deliveries, loss of special conditions, retroactive price adjustments, and possible claims for damages.

(5) Each partner is responsible for monitoring compliance and reporting any known violations to JM Metzger GmbH.

(6) JM Metzger GmbH reserves the right to conduct spot checks, and partners must provide proof of original refill use upon request.

​

§ 8 INSPECTION, WARRANTY, AND LIABILITY

(1) The contractual partner must inspect the goods immediately upon receipt and report any defects in writing within three business days; otherwise, the goods are deemed accepted.

(2) If a defect exists, we may choose to remedy it by repair or replacement.

(3) Our liability for damages is limited to intent and gross negligence, except for injury to life, body, or health.

​

§ 9 PROHIBITION OF ASSIGNMENT

The contractual partner may not assign rights from this agreement to third parties without our written consent.

​

§ 10 FINAL PROVISIONS

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

(2) Amendments and/or additions to this contract must be in writing. This also applies to any modification of this written form requirement.

(3) There are no side agreements to this contract.

(4) This contract is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(5) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract and its execution is – to the extent legally permissible – Heilbronn, Germany. We are also entitled to file suit at the contractual partner’s place of business.

(6) Should any provision of this contract be or become invalid or unenforceable, or should this contract contain an omission, the validity of the remaining provisions shall remain unaffected. The parties agree that an invalid or unenforceable provision shall be replaced by a provision that comes as close as possible to the economic purpose of the invalid provision.