General terms and conditions of MRM Distribution GmbH & Co. KG

Status: March 2023

1. Scope

The following General Terms and Conditions (GTC) apply to all current and future business relationships between us, MRM Distribution GmbH & Co. KG, and you as our customer. Our online offer and other offers are aimed exclusively at commercial or self-employed customers and therefore entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), but not at consumers within the meaning of Section 13 of the German Civil Code (BGB).

If the customer uses conflicting or supplementary general terms and conditions, their validity is hereby contradicted; They only become part of the contract if we have expressly agreed to this. This consent requirement applies in all cases, for example even if we carry out the delivery to the customer without reservation despite being aware of the customer's general terms and conditions.

2. Contractual partner

In the event of the conclusion of the contract, the contract comes with the

MRM Distribution GmbH & Co. KG
Carl-von-Linde-Strasse 38
85716 Unterschleissheim

Registration court: Munich District Court, registration number: HRA 112253

represented by the personally liable partner, MRM Distribution Verwaltungs GmbH, represented by the managing director Christian Bedel, Carl-von-Linde-Strasse 38, 85716 Unterschleißheim,

Registration court: Munich District Court, registration number: HRB 256880

conditions.

3. Registration, activation

Our online shop is not open to the public. To view our product catalog, you must first register with us. Registration is only intended for entrepreneurs (“resellers”), not for consumers. After checking your entries, we will manually activate access to the shop.
There is no right to activation or access.

4. Conclusion of Contract

(1) Online shop
The presentation of the products in our online shop does not represent a legally binding offer, but rather a non-binding online catalog. The customer submits a binding contractual offer by successfully completing the ordering process provided in our online shop. After the customer has been activated and logged into our online shop, the order essentially takes place in the following steps:
Select the desired goods in the desired quantity by clicking on “Add to cart” for the respective item;
Checking the selection in the shopping cart; If necessary, correct the selection and save the changes by clicking on “Update shopping cart”; Click the “Continue in the ordering process” button
Select the desired payment method (advance payment/invoice) and click on “Continue to order overview”;
Re-checking or correcting the data entered (billing, shipping address, item selection);
Binding dispatch of the order by clicking the “Order with payment” button.
Before bindingly submitting the order, the customer can confirm the "Back" button contained in the Internet browser he is using or by confirming the corresponding "Back" button in the online shop or the respective edit function ("Change billing address ", "Change shipping address", "Edit shopping cart"), after checking your details, you can go back to the website where the customer's details are recorded and correct input errors or cancel the ordering process by closing the internet browser. We confirm receipt of the order immediately by an automatically generated email (order receipt confirmation).

When the contract with us is concluded depends on the payment method you choose:

Prepayment
We will accept your order by sending a declaration of acceptance by separate email within two days, in which we will provide you with our bank details. The goods will be sent digitally or by post after receipt of payment.

on account
We will accept your order within two days by sending the invoice as a PDF attachment by separate email. The goods will be sent digitally or by post before payment is received. There is no entitlement to payment by invoice.

(2) Telephone, other communications

If you otherwise contact us by telephone, email or similar, we will contact you following your inquiry and - provided the product you have requested is available - will provide you with a binding offer

You will then be provided with payment details based on these General Terms and Conditions, which you can then accept. Unless expressly stated otherwise, acceptance of an offer is only possible within 2 weeks of receipt.

5. Contract language, treaty text storage

The language available for concluding the contract is German. We save the contract text and send you the order details by email. You can view the terms and conditions at any time at https://shop.mrm-distribution.de/AGB-MRM.aspx. You can view your past orders in our customer area after logging in under My Account > My Orders.

6. Prices, shipping costs, payment and due date

(1) Unless otherwise stated, all prices are plus the statutory sales tax (VAT), which currently amounts to 19%. The stated shipping costs are added to the stated product prices, provided shipping has been agreed.
(2) Our invoices are due and payable without deductions (discounts) – unless otherwise agreed in writing – within 14 days of the invoice being issued and delivery or acceptance of the goods. However, we are entitled at any time, even within the framework of an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. We will declare a corresponding reservation with the order confirmation at the latest. Payments must only be made to the account specified in the invoice document. Once the above payment deadline has expired, you as the buyer will be in default. During the delay, interest is to be paid on the purchase price at the applicable statutory default interest rate (Section 288 Para. 2 BGB). We reserve the right to assert further damages caused by default. Our claim to the commercial maturity interest (§ 353 HGB) remains unaffected from merchants.

(3) When paying in advance, the customer is obliged to pay the purchase price immediately after conclusion of the contract to the account specified in the declaration of acceptance.

(4) If it becomes apparent after conclusion of the contract (e.g. through an application to open insolvency proceedings) that our claim to the purchase price is jeopardized by the buyer's inability to pay, we are obliged to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw entitled by the contract (§ 321 BGB).

7. Delivery period and delay in delivery

(1) Deadlines and dates for deliveries and services announced by us are always only approximate, unless a fixed deadline or date has been expressly promised or agreed. Basically, the forecast delivery time is stated online for the respective item or in the offer. Items “On request” allow us not to make a delivery promise and require a request from us.

Furthermore, the items offered are ready for immediate dispatch. Delivery takes place within 7 working days at the latest. In the case of payment in advance after declaration of acceptance, the delivery period begins on the day after receipt of payment in our account and for all other payment methods on the day after conclusion of the contract. If the deadline falls on a Saturday, Sunday or public holiday at the delivery location, the deadline ends on the next working day.

(2) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (unavailability of the service), we will inform you of this immediately and at the same time inform you of the expected new delivery deadline. If the service is not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; We will immediately reimburse any consideration already provided by the buyer.

A case of non-availability of the service in this sense particularly applies to failure to deliver on time by our supplier if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault or if we are not obliged to procure in the individual case.

(3) The occurrence of our delay in delivery is determined in accordance with the legal regulations. In any case, a reminder from the buyer is required. If we default on delivery, you can demand flat-rate compensation for the damage caused by the delay. The flat rate for damages is 0,5% of the net price (delivery value) for each completed calendar week of delay, but a maximum of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the buyer suffered no damage at all or only suffered significantly less damage than the above flat rate.

(4) Your rights in accordance with Section 12 of these General Terms and Conditions and our legal rights, in particular in the event of an exclusion of the obligation to provide performance (e.g. due to the impossibility or unreasonableness of the service and/or subsequent performance), remain unaffected.

8. delivery

(1) Delivery takes place from the MRM warehouse (EXW Incoterms 2020), which is also the place of fulfillment for delivery and any subsequent fulfillment. At your request and expense, the goods will be sent to another destination (shipment purchase). Unless otherwise agreed, we are entitled to determine the type of shipment ourselves (in particular the transport company, shipping route, packaging).

(2) The risk of accidental loss and accidental deterioration of the goods passes to the buyer upon handover at the latest. However, when purchasing by mail order, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay passes to the freight forwarder, the freight carrier or the person or institution otherwise designated to carry out the shipment upon delivery of the goods.
We only deliver by shipping. Unfortunately, a self collection of the product is not possible.

(3) If you as the buyer default on acceptance, fail to cooperate, or if our delivery is delayed for other reasons for which the buyer is responsible, we are entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs).

9. Retention of Title

The goods sold by us remain our property until they have been paid for in full. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the purchaser behaves in breach of contract. We reserve ownership of the goods until all claims from an ongoing business relationship have been settled in full. You may resell the reserved goods in the ordinary course of business; You assign all claims arising from this resale (including VAT) to us in advance - regardless of whether the reserved goods are combined or mixed with a new item - in the amount of the invoice amount, and we accept this assignment. You remain authorized to collect the claims, but we may also collect claims ourselves if you do not meet your payment obligations.

10. Credit agreements / retransfer

(1) If it is agreed that the agreed purchase price will not be paid in full by a one-off payment, but rather that you make an installment payment or other credit agreement with us, we can terminate this if you are in default with an installment in whole or in part, without this a reminder or explanation of the total due date is required. The full purchase price is therefore due immediately.

(2) Your payments will always be billed in accordance with Sections 497 Paragraph 3 and 366 Paragraph 2 BGB. Payments in installments are always offset against the installment that is due the longest.

(3) Under the conditions for termination in paragraph 1 of this section 10, we can also withdraw from the contract without the need to set a deadline. Upon receipt of our declaration of withdrawal, you will immediately stop using the software and make copies of the program unusable. Upon request, you must immediately provide us with written confirmation of the retransfer of the software licenses and deactivation and return any services received (documents, data carriers, etc.). Payments made will be reimbursed step-by-step, less any loss in value of the purchased item that has occurred in the meantime, as well as further claims for damages/reimbursement of expenses, including reimbursement of interest on arrears (according to Section 288 Para. 2 BGB).

(4) You can only offset payment claims from us with undisputed or legally established claims.

11. Warranty, guarantee

(1) Unless expressly agreed otherwise below, the statutory liability law for defects applies. Accordingly, the purchaser's warranty rights require that the customer has properly fulfilled his obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB). Only our own information and the manufacturer's product descriptions, which were included in the contract, are deemed to be an agreement regarding the quality of the goods; We assume no liability for public statements made by the manufacturer or other advertising statements. If the item delivered is defective, we will first provide supplementary performance, at our discretion, by eliminating the defect (repair) or by delivering an item free of defects (replacement delivery).

(2) The limitation period for claims for defects is one year. This deadline does not apply to the client's claims for damages arising from injury to life, body or health or from intentional or grossly negligent breaches of duty
Seller or his vicarious agents, each of which is statute-barred in accordance with the statutory provisions.

(3) We do not grant a voluntary right of return. No guarantees are given unless they are expressly stated in our offer or order confirmation. This does not affect the contractually agreed compliance with the requirements set by the highest court case law when selling “used” software licenses due to the so-called exhaustion.

12. Liability

We are liable, regardless of the legal basis, within the scope of the statutory provisions only in accordance with the following regulation: We are liable without limitation for claims due to damage caused by us, our employees, employees, representatives, organs and vicarious agents Injury to life, body or health, in the event of intentional or grossly negligent breach of duty, in the event of a possible guarantee promise or in the case of a legally mandatory liability regardless of fault (e.g. from the Product Liability Act) as well as in the event of fraudulent intent. In the event of a violation of essential contractual obligations, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the contractual partner can regularly rely (so-called cardinal obligations) due to slight negligence on the part of us, our legal representatives or vicarious agents, the liability is limited to the amount limited to the damage that was foreseeable at the time the contract was concluded and which must typically be expected to arise. Moreover, liability is excluded.

13. Rights of retention, offsetting

You only have a right of offsetting or retention due to legally established or undisputed counterclaims or arising from the same order under which the delivery in question was made.

14. Final Provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The place of performance and exclusive place of jurisdiction for all disputes arising from contractual relationships between us and you is our place of business. Priority legal regulations, in particular regarding exclusive responsibilities, remain unaffected.

(2) Should individual provisions of this contract be or become wholly or partially ineffective or void, this will not affect the validity of the rest of the contract. The parties undertake to replace the ineffective or void provision with an effective provision that comes closest to the intended economic purpose. The same applies in the case of an omission.

(3) Additions and changes to the agreements made, including these General Terms and Conditions, must be made in writing to be effective. With the exception of managing directors or authorized representatives, the seller's employees are not entitled to make oral agreements that deviate from the written agreement.