Information in accordance with section 5 TMG
Hohe Str. 4-6
61231 Bad Nauheim
Dipl. Wirt.-Ing. Andreas Bläcker,
Dipl. Wirt.-Ing. Stephan Welp
Entry in Handelsregister
Register Number: HRB 2307
Register Court: Amtsgericht Friedberg
VAT indentification number in accorance with section 27 a of the German VAT act
DE 813 396 133
Accountability for content
The contents of our pages have been created with the utmost care. However, we cannot guarantee the contents’ accuracy, completeness or topicality. According to statutory provisions, we are furthermore responsible for our own content on these web pages. In this context, please note that we are accordingly not obliged to monitor merely the transmitted or saved information of third parties, or investigate circumstances pointing to illegal activity. Our obligations to remove or block the use of information under generally applicable laws remain unaffected by this as per §§ 8 to 10 of the Telemedia Act (TMG).
Accountability for links
Responsibility for the content of external links (to web pages of third parties) lies solely with the operators of the linked pages. No violations were evident to us at the time of linking. Should any legal infringement become known to us, we will remove the respective link immediately.
Our web pages and their contents are subject to German copyright law. Unless expressly permitted by law (§ 44a et seq. of the copyright law), every form of utilizing, reproducing or processing works subject to copyright protection on our web pages requires the prior consent of the respective owner of the rights. Individual reproductions of a work are allowed only for private use, so must not serve either directly or indirectly for earnings. Unauthorized utilization of copyrighted works is punishable (§ 106 of the copyright law).
General Terms and Conditions of MICROBOX GMBH
(General Sales and Delivery Terms Applying to Businesses)
As per APRIL 2017
1. General terms and area of application
These terms and conditions apply exclusively to any business connection, existing or to be formed, between MICROBOX GmbH and its customers.
These terms and conditions are only applicable to businesses as specified in §§ 310 Sec. 1, 14 BGB, as well as corporate bodies under public law (§ 310 Abs. 1 BGB), and constitute the basis for any current or future business connection. Deviating, conflicting or complementing terms and conditions proposed by the customer will not be part of any contract formed, regardless of prior knowledge of the same on the part of MICROBOX GmbH or any later reference on invoices or similar documents on the part of the customer, unless such terms and conditions have been explicitly approved in written form by MICROBOX GmbH. In the event that MICROBOX GmbH should have individually consented to any deviating terms and conditions proposed by the customer, there will be no resulting effect upon the validity of the remaining terms and conditions as stated below.
2. Range of products and associated documents; formation of contracts
The product range of MICROBOX GmbH (as depicted in catalogues, sales documents or websites) are subject to change without notice, and to be understood as an invitation towards the customer to submit a clearly formulated purchase offer. Any offer by the customer must be accepted in written form by MICROBOX GmbH. In exceptional cases, following immediate execution of an order, the delivery note or invoice may suffice.
MICROBOX GmbH reserves its property- and copyrights to any images, drawings, calculations, technical figures and specifications, plans and written documents labelled as „confidential“. Such documents may not be passed on to third parties without explicit written consent of MICROBOX GmbH.
Samples, models and test devices are exclusively meant to serve as a means to assess dimensions, quality and color.
3. Prices, payment, default interest, set-off, retention
Prices are – unless otherwise agreed – quoted ex works or ex stock respectively, plus the applying turnover taxes. The legally defined amount of turnover taxes will be specified separately on the invoice at the date it is issued. It must be noted that prices do not contain expenses for transport, insurance, wrapping and packaging or any other fees or expenses.
Any cash discounts can only be granted on the basis of a separate written agreement.
If the delivery or service is scheduled for a delay of four months or more, the customer and MICROBOX must agree to a renegotiation of prices, especially taking into account possible increase in costs of materials, production or labour.
Unless otherwise agreed, payment will be due immediately upon receipt of the invoice. Any and all payments must be made in full, without any deductions, within 30 calendar days. Default charges amount to 9 percentage points per annum above the prime rate (§ 247 BGB).
MICROBOX GmbH retains the right to insist on advance payment and/or instalment on the part of the customer.
Set-off can only be granted on the basis of any counterclaims being either legally recognized and established, unchallenged, or agreed upon by MICROBOX GmbH. The customer retains the right to withhold payments only if the relevant counterclaims are based on the same contractual agreement and are either legally recognized and established, unchallenged, or agreed upon by MICROBOX GmbH.
4. Terms and time of delivery
Delivery time begins at the earliest with the day the technical and any other details of the order are clarified, all required papers are submitted, and, if agreed upon, the first instalment has been received.
Prerequisite for adherence to the delivery commitment on the part of MICROBOX GmbH is – apart from the clarification of all technical and other details concerning the order – that all obligations on the part of the customer are fulfilled. MICROBOX explicitly retains the right to object and to withhold services on the ground of non-fulfilment of said obligations.
Delivery may be carried out in instalments, to an extent tolerable to the customer.
If the customer is in default of acceptance, or otherwise culpably violates their obligations to cooperate, MICROBOX GmbH retains the right to demand compensation for any additional costs or damages that arise from the delay. Additional legal claims and rights remain reserved. The risk of accidental demise or accidental deterioration of the sales item shall – if the conditions of aforesaid No.4.4, 1st sentence apply – be the customer’s to bear from the moment they are in default of acceptance or payment.
The delivery dates offered by MICROBOX GmbH are generally to be understood as target dates, and can only be guaranteed under restriction of direct delivery by MICROBOX GmbH. MICROBOX GmbH is not required to step in for violations on the part of pre-suppliers, as they are not its vicarious agents. However, MICROBOX GmbH agrees to assign any claims against pre-suppliers to the customer on demand.
The customer cannot demand compensation for a delay in delivery not caused by MICROBOX GmbH. However, should the delay be caused by a deliberate or wilfully negligent breach of contract on the part of MICROBOX GmbH, or the violation of an essential contractual obligation, MICROBOX GmbH shall be liable in accordance with the legal regulations; the liability for damages shall in these cases be limited to foreseeable damages, arising in a typical manner.
In the event of strikes, lock-outs, force majeure or other disruptions of production or delivery outside of MICROBOX GmbH’s control, the time of delivery shall be extended proportionally to the delay not caused by MICROBOX GmbH. The customer may demand a statement from MICROBOX GmbH concerning either a cancellation or delivery within an appropriate timeframe. Should MICROBOX GmbH fail to supply a statement within an appropriate time, the customer shall be free to cancel. Compensation of damages shall, in this case, be forfeit.
5. Obligation of cooperation on the part of the customer
In so far as MICROBOX GmbH supplies services such as the set-up and installation of items, the customer shall be obligated to provide the conditions required for the installation at the premises intended for its use. Specifically, these conditions include an appropriate room or space for the item, a stable and adequate power supply, and free and unlimited access to the relevant part of the premises.
6. Passing of risk, shipping and packaging
If not otherwise agreed in written form, MICROBOX GmbH shall deliver ex works.
If the customer wishes the items to be shipped, any risks, from the point of delivery to the forwarding agent, transporter or other persons or institutions in charge of shipping, shall be borne by the customer. All shipping costs will be paid by the customer. MICROBOX GmbH retains the choice of the route and means of shipping. If the customer wishes it, MICROBOX GmbH offers to have the delivery items covered by transportation insurance at the expense of the customer.
Should the delivery be delayed at the insistence or fault of the customer, MICROBOX GmbH shall store the items at the customer’s expense and risk. In this case, notice to the customer of the readiness of dispatch shall be equivalent to shipping.
Should MICROBOX GmbH, apart from delivery, also provide set-up or installation of the items, the place of performance will be – unlike specified in No.6.1 and 6.2 – defined as the site of installation and/or set-up. In this case the risk passes to the customer upon the completion of installation/set-up.
Should the installation and/or set-up be delayed for reasons attributable to the customer, or should a default in reception arise for other reasons, the risk passes to the customer upon the day of notification of the readiness of dispatch.
Aforementioned regulations (No.6.1-6.3) apply equally to delivery in instalments.
Unless otherwise agreed, MICROBOX GmbH will not take back any packaging and other material used in transport. All packaging must be disposed of by the customer at their own expense.
7. Liability for defects
The customer is obligated to examine the item upon arrival without delay, and must notify MICROBOX GmbH of any defects or complaints in written form. The notification must be issued at the latest 14 working days after delivery. Furthermore, the customer is obligated to allow MICROBOX GmbH access to the item to verify the defect, or to provide the rejected item to MICROBOX GmbH for inspection
If the item should have any defects that were already existent at the time at which the risk passed to the customer, MICROBOX GmbH will – provided that a notice of defects according to No.7.1 was issued within due time – first aim for supplementary performance though repair or replacement. MICROBOX GmbH must always be granted permission for supplementary performance within reasonable time-limits. In these cases MICROBOX GmbH shall bear the expenses necessary for eliminating the defects, specifically transport, travel, labour, and material expenses, up to the amount of the purchase price of the item.
Should supplementary performance fail, the customer retains the right to demand mitigation or cancellation.
MICROBOX GmbH shall be liable – within the legal regulations – for any claims for damages to the customer, if they result from deliberate acts or wilful negligence on the part of MICROBOX GmbH or any of their agents, employees or representatives, or from a culpable violation of contractual obligations. Unless MICROBOX GmbH has committed a deliberate violation of contractual obligations, liability for damages in the cases mentioned above shall be limited to foreseeable damages, arising in a typical manner.
MICROBOX GmbH’s liability for culpable injury of life, body or health, as well as liability for fraud or particularly rendered guarantees remains unaffected. The same applies for damages to body or property caused by privately used items under the product liability law.
All liability by MICROBOX GmbH, unless otherwise specified as above, is excluded.
Any defect claims expire within one year from the passing of risk, unless a longer period is stipulated by mandatory law according to §438 Sec.1 No.2 BGB and §479 Sec.1 BGB
MICROBOX GmbH points out that natural wear and tear does not constitute a defect according to §434 BGB. The same applies to damage caused by the customer through incorrect or careless use, the employment of inappropriate or unsuited equipment or expendables and/or failure to follow the operating manual and instructions provided by MICROBOX GmbH. Likewise, any damage arising from attempts at changes and/or repairs by the customer or a third party commissioned by the customer do not constitute a defect according to §434 BGB.
8. Limitation of liability
Any further liability for damages than specified in No.7 is excluded, regardless of the legal nature of the asserted claim. Specifically, any liability for damage arising from the violation of other obligations, on the basis of culpa in contrahendo, or from tortious claims for redress for damaged property (§823 BGB) are excluded.
In addition to regulations in No.7, MICROBOX GmbH must point out that it will explicitly not be liable for damages arising from installation/set-up of the items, if the customer has failed to provide information about the positioning of power lines.
As above, limitations of liability given in No.8.1 and No.8.2 do not apply in the case of deliberate acts, culpable negligence, fraud, particularly rendered guarantees, culpable injury of life, body, or health, as well as damages to body or property caused by privately used items under the product liability law.
9. Reservation of proprietary rights.
Until the full amount of the purchase price has been paid, MICROBOX GmbH retains the proprietary rights to the item delivered by MICROBOX GmbH. MICROBOX GmbH retains the right to take back the item if the customer is in breach of contract, specifically if the customer is in default of payment. After the item has been taken back, MICROBOX retains the right to liquidate the item, and to offset the resulting revenues against the customer’s debt, minus any expenses arising from liquidation.
As long as ownership of the item has not passed completely to the customer, the customer is obligated to handle the item with care and, at their own expense, provide insurance adequate to the value as new against damage from water, fire, or theft. Necessary repairs must be performed by the customer on time and at their own expense.
MICROBOX GmbH retains ownership of the item until all payment claims against the customer for any legal reason now or in the future have been met. The customer retains the right to re-sell the thusly reserved item in the course of regular business operations. Any payment claims against third parties arising from the sale is as of this moment assigned directly to MICROBOX GmbH, who accepts the assignment. The assignment amounts to the respective invoice value plus turnover tax. The customer retains the right to collect the claims despite the assignment. The right at the part of MICROBOX GmbH to collect the claim directly remains unchanged.
If Items that have not been fully paid for should be subject to attempts of third parties to seize or impound, or if the items should otherwise be subject to interference by third parties, the customer is obligated to inform the third party of the ownership by MICROBOX GmbH without delay, and to promptly inform MICROBOX GmbH of the interference. Should the third party be unable to provide the court and out-of-court expenses of a lawsuit according to §771 ZPO. The customer will be liable for losses retained by MICROBOX GmbH.
Processing or modifications of items on the part of the customer shall at all times be made in the name and on behalf of MICROBOX GmbH. The Customer’s expectant right to the item shall then pass to the changed item. If the item is modified with other items that are not the property of MICROBOX GmbH, then accordingly MICROBOX GmbH shall retain partial proprietary rights to an amount proportionate to that of the objective value (Invoice amount including turnover tax) of the parts of the item that were provided by MICROBOX GmbH relative to that of the other items at the point of modification or processing. This includes merging. If merging should happen in such a way that the customer’s own item is to be regarded as the main item, it shall be agreed that the customer transfer proportional co-ownership to MICROBOX GmbH, and that the customer shall henceforth retain the item for safekeeping on behalf of MICROBOX GmbH. To secure MICROBOX GmbH’s claims against the customer, the customer shall also transfer such claims as arise from the merging of the secured item with a base piece against a third party to MICROBOX GmbH. MICROBOX shall as of this moment accept said transfer.
MICROBOX GmbH shall be obligated to release claims on securities at the request of the customer if their value exceeds the claims to be secured by more than 20%.
10. Applicable law/place of jurisdiction
The legal relationship between MICROBOX GmbH and its customers is exclusively governed by German law. The UN Sale of Goods Convention (CISG) does not apply.
The place of jurisdiction shall – provided that the customer is a businessperson or corporate body under public law – be the head office of MICROBOX GmbH. However, MICROBOX GmbH retains the right to bring legal action against the customer at their place of residence.
MICROBOX GmbH shall process data gathered in the context of the business relationship in accordance with the regulations of the data protection law GDPR.
12. Information required following the consumer dispute settlement law (VSBG)
MICROBOX GmbH is neither obligated to agree to, nor generally exempt from participation in dispute settlement in front of a consumer arbitration service.