General sales and delivery conditions

MJ - Conlog GmbH

1 Validity of the conditions
1. The deliveries, services and offers from MJ - Conlog GmbH (hereinafter referred to as MJ) are made exclusively on the basis of these terms and conditions. These therefore also apply to all future business relationships, even if they are not expressly agreed again. The conditions are considered accepted at the latest upon receipt of the goods or services. Counter-confirmations made by the buyer with reference to his business or purchase conditions are hereby expressly rejected. 2. Additional oral agreements are only valid if MJ confirms them in writing. When using the purchased goods (equipment), third-party property rights must be observed; these are excluded from sale.

2 Offer and conclusion of contract
1. MJ's offers are free and non-binding. Orders are only binding for MJ if MJ has confirmed them in writing or complies with them through deliveries. 2. MJ's sales employees are not authorized to make additional oral agreements or give oral assurances that go beyond the content of the written contract.

3 Scope of deliveries
1. The order confirmation from MJ is decisive for the scope of deliveries. As long as the buyer is in arrears with the settlement of a liability, including from previous business transactions, MJ is entitled to refuse to perform. 2. Delivery dates or deadlines, which can be agreed bindingly or non-binding, must be made in writing. 3. Delivery and performance delays due to force majeure and due to events which not only make delivery significantly difficult or impossible for MJ temporarily, including strikes, lockouts, authorities orders, etc., even though they If MJ suppliers or their sub-contractors enter, MJ is not responsible even if deadlines and deadlines are agreed upon in a binding manner. They entitle MJ to postpone delivery or service for the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part with regard to the part that has not yet been fulfilled. There are no other claims, in particular those arising from compensation. 4. If the hindrance lasts longer than three months, the buyer is entitled, after a reasonable period of grace, to withdraw from the contract with regard to the part that has not yet been fulfilled. If the delivery time is extended and MJ is released from its obligation, the buyer cannot derive any claims for compensation from this. MJ can only rely on the above circumstances if it immediately notifies the buyer. 5. If MJ is responsible for failure to comply with binding agreed deadlines and deadlines or is in default, the buyer is entitled to compensation for default of 1.5% for each completed week of delay, but in total up to 5% of the invoice value of the deliveries and services affected by the delay. Any further claims are excluded, unless the delay is based at least on the part of gross negligence on the part of MJ.

4 Price and transfer of risk
1. Unless otherwise agreed in writing, the prices are ex MJ warehouse (this also includes third-party warehouses used by MJ) without packaging and without value added tax. 2. The risk is transferred to the buyer as soon as the shipment has been handed over to the transport operator or has left the warehouse in the predetermined sense of MJ. If shipping is delayed at the buyer's request, the risk is transferred to him upon notification of readiness for shipment.

5 Payment
1. Unless otherwise agreed, MJ invoices are due immediately upon receipt of the invoice and payable purely net cash. 2. If the buyer is in default, MJ is entitled to charge 1% processing and default costs for each month commenced. MJ reserves the right to claim higher damages. 3. In the event of late payment and reasonable doubts as to the buyer's solvency or creditworthiness, MJ is entitled to demand securities or advance payments, without prejudice to other rights. MJ is also then entitled to make all claims arising from the business relationship due immediately. 4. The buyer is only entitled to offset, withhold or reduce, even if complaints or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. The buyer is entitled to withhold due to counterclaims arising from the same contractual relationship.

6 Retention of title
1. Until all claims (including all current account balance claims) to which MJ is entitled against the buyer now or in the future for any legal reason have been settled, MJ will be granted the following securities, which it will release upon request of its choice, insofar as their value exceeds the claims upon receipt by more than 20%. 2. The goods remain the property of MJ. Processing or transformation is always carried out for MJ as the manufacturer, but without obligation for them. If MJ's (joint) ownership expires as a result of a connection, it is already agreed that MJ's (joint) ownership of the uniform item is transferred to MJ in terms of value (invoice value). The buyer stores the (joint) ownership of MJ free of charge. Goods to which MJ has (co) ownership are referred to below as reserved goods. 3. The buyer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or security transfers are prohibited. The buyer hereby assigns the claims arising from resale or any other legal basis relating to the reserved goods (including all balance claims arising from current account) to MJ in full as security. MJ revocably authorizes the buyer to collect the claims assigned to MJ for his account in his own name. This collection authorization can only be revoked if the buyer does not properly meet his payment obligations. 4. In the event of access by third parties to the reserved goods, in particular seizures, the buyer will point out the ownership of MJ and immediately notify MJ so that MJ can enforce its ownership rights. Insofar as the third party is unable to reimburse MJ for judicial and extrajudicial costs arising in this context, the buyer is liable for this. 5. In the event of breach of contract by the buyer, in particular default of payment, MJ is entitled to withdraw from the contract and to demand the return of the reserved goods.

7 Warranty
1. New goods are delivered free from manufacturing and material defects. The period for asserting claims for defects is one year from delivery.
2. The buyer is obliged to examine the delivery immediately upon receipt. The buyer must notify MJ immediately, at the latest within three days, in writing or by telex. If the buyer fails to report, the delivery is considered approved, unless there are hidden defects. The same applies when deficiencies are identified.
3. Used goods are sold in the same condition as they could or could have been viewed. The buyer's rights due to a material defect are excluded regardless of when it occurs in the case of used goods. MJ does not provide any guarantees. 4. In the event of a notification from the buyer that the goods from MJ are defective, MJ requires, at its option and expense, that a) the defective goods be sent to MJ for repair and subsequent return; b) the buyer has the defective goods ready and an MJ service technician is sent to the buyer to carry out the repair.
5. If the buyer requests that repair work be carried out at a location specified by him, MJ may comply with this request, with replaced parts not being charged while working hours and travel expenses are to be paid at MJ's standard rates.
6. If the repair fails after a reasonable period of time, the buyer may, at his option, demand a reduction in the remuneration or withdraw from the contract.
7. Liability for normal wear and tear is excluded.
8. Claims against MJ due to defects are only available to the direct buyer and are not transferable.

8 Liability
1. Claims for damages are excluded regardless of the type of breach of duty, including tort, unless intentional or grossly negligent action exists. 2. In the event of a breach of essential contractual obligations, MJ is liable for any negligence, but only up to the amount of foreseeable damage. Claims for lost profit, saved expenses, from third-party compensation claims and for other indirect and subsequent damage cannot be claimed, unless a characteristic guaranteed by MJ is specifically intended to protect the buyer against such damage. 3. The limitation of liability in paragraphs 1. and 2. do not apply to claims arising as a result of fraudulent conduct on the part of the seller, as well as in the event of liability for guaranteed characteristics, for claims under the Product Liability Act and Damages resulting from injury to life, limb or health. 4. Insofar as the seller's liability is excluded or limited, this also applies to employees, workers, representatives and vicarious agents of the seller.

9 Buyer's obligations
Unless otherwise expressly agreed, the goods are sold free of duty. The buyer assures and guarantees that he only disposes of the goods in such a way that customs, EUSt and/or other duties do not apply. It exempts MJ from all related duties imposed by customs and other authorities.

10 Other agreements
1. The laws of the Federal Republic of Germany apply to these terms and conditions and the entire legal relationship between MJ and the buyer. The provisions of the UN Sales Convention do not apply. 2. Insofar as the merchant is a legal entity under public law or a special fund under public law, Hamburg is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. 3. Should a provision in these terms and conditions or a provision within the framework of other agreements be or become ineffective, this shall not affect the effectiveness of all other provisions or agreements.

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