1. general

		1.1	The following general terms and conditions of sale and delivery apply exclusively to all deliveries, services, offers, and other legal transactions of Müller & Meirer Lederwarenfabrik GmbH. These also apply to future transactions, even if they are not expressly referred to again, but have been received by the buyer once with an order confirmed by Müller & Meirer.
		1.2	Conflicting terms and conditions of the buyer are hereby expressly rejected, even if they have not been expressly contradicted. Deviations are only valid if they have been expressly acknowledged in writing by Müller & Meirer.

2. Offer and conclusion

		2.1	Unless expressly stated as binding, offers from Müller & Meirer are subject to change without notice. Verbal agreements and ancillary agreements are only binding if Müller & Meirer has expressly confirmed them in writing.
		2.2	The buyer's orders are only considered accepted when Müller & Meirer has confirmed them in writing. If Müller & Meirer does not confirm a contract concluded verbally or by telephone in writing, the invoice issued by Müller & Meirer shall be deemed confirmation.
		2.3	Changes to the Buyer's orders contained in the order confirmation shall be deemed accepted by the Buyer unless the Buyer immediately objects to these changes in writing.

3. prices

		3.1	All prices are ex works. Unless otherwise agreed, Müller & Meirer will charge the prices valid on the day of delivery plus statutory VAT.
		3.2	For orders with a total goods value of less than €200, or in the event that the buyer requests partial deliveries with individual values ​​of less than €200, Müller & Meirer will, unless otherwise agreed, charge an additional flat shipping fee of €5.00 within Germany and Austria, and €10.00 within the rest of Europe. Special packaging and packaging requested by the buyer will be charged to the buyer.
		3.3	If the buyer's order is received after 12 noon and Müller & Meirer has to deliver the goods the following day, the buyer will be charged the costs for express delivery as follows: Delivery within 24 hours: up to 5 kg = €13.40, up to 31.5 kg = €27.70; Delivery the following day, 12 noon: up to 5 kg = €15.90, up to 31.5 kg = €30.20; Delivery the following day, 10 a.m.: up to 5 kg = €34.40, up to 31.5 kg = €48.70.

4. Delivery times

		4.1	Delivery deadlines are only binding if agreed in writing. The delivery deadline is met if the delivery item has left the factory by the deadline. The deadline will be extended appropriately in the event of force majeure and all unforeseen obstacles occurring after the conclusion of the contract for which Müller & Meirer is not responsible.
		4.2	Partial deliveries are customary and permissible unless the buyer has objected to them in advance or there is a legitimate interest in only one complete delivery.
		4.3	After the delivery deadline has expired, a grace period of 12 days will commence without notice. Only after the grace period has expired without result can the buyer withdraw from the contract in writing.
		4.4	Further claims are excluded unless Müller & Meirer is liable in cases of gross negligence or intent.
		4.5	In the event of default of acceptance by the buyer, Müller & Meirer shall have the right, after setting a reasonable grace period, to demand either acceptance of the entire order or part of it, withdrawal from the contract and/or compensation.

5 . Retention of title, security

		5.1	The goods remain the property of Müller & Meirer until all claims, including those arising in the future, have been paid in full.
		5.2	The buyer's claims arising from the resale of the reserved goods in the ordinary and proper course of business are hereby assigned to Müller & Meirer to secure all of Müller & Meirer's claims arising from the business relationship. The buyer is only entitled and authorized to resell the goods if the claim, along with all ancillary rights arising from the resale, is transferred to the buyer. The buyer is not entitled to any other disposal of the reserved goods. At Müller & Meirer's request, the buyer is obligated to notify the third-party purchaser of the assignment for payment to Müller & Meirer.
		5.3	If the value of the securities existing for Müller & Meirer exceeds its total claims by more than 20%, Müller & Meirer is obliged, at the request of the buyer or a third party affected by the securities, to release securities of Müller & Meirer's choice.
		5.4	Further disposals of the delivery items subject to retention of title or the assigned claims, such as pledging, assignment as security or sale after cessation of payment, are not permitted.
		5.5	In the event of any kind of enforcement action, the buyer is obligated to inform creditors and enforcement officers of Müller & Meirer's rights and ownership. Furthermore, the buyer is obligated to immediately inform Müller & Meirer of any enforcement action concerning their property. If, for sales abroad, retention of title is not permitted with the same effect as under German law, but it is permitted to reserve other rights to the goods, Müller & Meirer must be informed of these rights by the buyer and is authorized to exercise all such rights.
		5.6	The buyer is obliged to insure the delivery item against theft, breakage, fire, water or other damage.
		5.7	If the buyer acts in breach of contract, Müller & Meirer is entitled to take back the goods and the buyer is obliged to surrender them.
		5.8	If a central settlement agency is involved in the transaction between Müller & Meirer and the buyer, which assumes the del credere, Müller & Meirer transfers ownership to the central settlement agency upon shipment of the goods, subject to the condition precedent of payment of the purchase price by the central settlement agency. The buyer is released only upon payment by the central settlement agency.

6 . payments

		6.1	Invoice amounts are payable in cash without any deductions within the agreed period. After that, default occurs without notice. If no deadline is agreed, they are due immediately.
		6.2	If the buyer has several outstanding invoices, Müller & Meirer determines which invoices incoming payments from the buyer will be credited to.
		6.3	Checks and bills of exchange are accepted only based on special agreements and only on account of performance. Payment is only deemed made on the day on which Müller & Meirer can dispose of the equivalent amount. The buyer bears the costs for transmitting the invoice amount.
		6.4	In the event that payments are not made on time, all claims of Müller & Meirer shall become due regardless of any agreed targets.
		6.5	In case of default, interest will be charged at a rate of 8% above the base interest rate (§ 247 BGB). If the buyer fails to pay on time, if the buyer's solvency or payment practices deteriorate during the course of the business relationship between the conclusion of the delivery agreement and delivery, or if Müller & Meirer subsequently becomes aware that there are reasonable grounds for doubting the buyer's solvency, Müller & Meirer is entitled

					a	to demand payment before the agreed payment date
					b	to withhold outstanding deliveries
					c	to withdraw from the contract while maintaining any claims for damages
					d	to demand payment of bills of exchange received before the end of the term
					e	to carry out deliveries due only against advance payment or security at your discretion.

6.6

The retention of payments or offsetting due to any disputed and not legally established claims or claims that are not based on the same contractual relationship is not permitted.

7. Liability for defects

		7.1	Notices of defects or other complaints must be submitted in writing immediately after they are discovered, but no later than one week after receipt of the goods, and must include a statement of the findings. Failure to inspect the goods shall be deemed unconditional acceptance of the goods' conformity to the terms and conditions.
		7.2	Minor deviations in dimensions, shapes, material properties, and color from sample collections, brochures, product descriptions, advertising materials, or other images of the goods do not constitute warranty claims, provided they do not significantly impair the contractually agreed functionality. This applies in particular to the fact that leather is a natural product, and minor deviations in color, surface structure, and quality cannot be ruled out.
		7.3	Müller & Meirer is not liable for advertising statements regarding the quality of the goods made by its contractual partners or their vicarious agents.
		7.4	If the defect in the complained parts or services is acknowledged by Müller & Meirer on its merits and if it was reported in a timely and proper manner, Müller & Meirer will, at its own discretion, repair or replace the goods. The buyer must grant Müller & Meirer the time and opportunity reasonably necessary to remedy the defect. If the buyer refuses to do so, Müller & Meirer is released from liability for defects. If Müller & Meirer allows the reasonable grace period granted to it to expire without remedying the defect, the buyer may withdraw from the contract in writing or demand a reduction in price. Further claims by the buyer against Müller & Meirer are excluded, in particular any claim for compensation for damages not caused to the delivered item itself.
		7.5	This does not apply in cases of intent, gross negligence or the absence of guaranteed characteristics where liability is mandatory.
		7.6	The warranty period does not restart upon receipt of the replacement or repaired goods.
		7.7	Müller & Meirer is not liable for errors arising from the documentation submitted by the buyer. Müller & Meirer is entitled to refuse to remedy defects if the buyer fails to fulfill its obligations. Returns of goods may only be made with the prior consent of Müller & Meirer.
		7.8	Claims for damages by the buyer against Müller & Meirer, as well as against its legal representatives or vicarious agents – regardless of the legal basis – in particular due to defects in the delivered goods, culpable impossibility of delivery or delay in delivery, positive breach of contract, breach of obligations during contract negotiations, and tort are excluded. This does not apply to mandatory liability under the Product Liability Act, in cases of intent, gross negligence, or injury to life, body, or health.
		7.9	If the buyer is a businessperson or a legal entity under public law, the warranty period is one year. The warranty for special items and second-choice goods is excluded. The limitation period begins on the date of delivery of the goods.
		7.10	If the consumer has asserted rights against the buyer due to defective goods, if the buyer had previously fulfilled his obligation to notify Müller & Meirer immediately and if the defects have not yet been compensated, the buyer's claim against Müller & Meirer for liability for material defects and defects of title and for any claims for reimbursement of expenses that the buyer has to bear in relation to the consumer due to failed subsequent performance or breach of duty is limited to payment of a maximum of the net purchase price from the contractual relationship between the buyer and Müller & Meirer.
		7.11	For unjustified complaints, the buyer will be charged the costs incurred by Müller & Meirer.
		7.12	If the buyer asserts claims, he must provide evidence that all the requirements for the claim are met.

8. data protection

Müller & Meirer is entitled to process and use the business partner's personal data arising from the contractual relationship – to the extent required by law or necessary to maintain our business relationship – whereby the Federal Data Protection Act is observed accordingly for personal data. The buyer waives separate notification when personal data is stored for the first time.

9. Place of performance. Place of jurisdiction. Applicable law

		9.1	The place of performance and jurisdiction is Bad Kreuznach. However, Müller & Meirer is entitled to litigate at the buyer's place of jurisdiction.
		9.2	German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
		9.3	The invalidity of individual provisions shall not affect the validity of the remaining provisions.

Version valid from: 01/02/2008