General Terms and Conditions of MRM Distribution GmbH & Co. KG
As of March 2023
1. Scope and validity of the General Terms and Conditions of MRM Distribution GmbH & Co. KG
For all present and future business relations between us, MRM Distribution GmbH & Co. KG, and you as our customer, the following General Terms and Conditions (GTC) shall apply. Our online offer and other offers are directed exclusively to commercial or independent customers and therefore entrepreneurs in the sense of § 14 BGB, but not to consumers in the sense of § 13 BGB.
If the customer uses conflicting or supplementary general terms and conditions, their validity is hereby objected to; they shall only become part of the contract if we have expressly agreed to them. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the customer without reservation in the knowledge of the customer’s General Terms and Conditions.
2. Contractual partner, conclusion of contract
The contract is to be concluded as per our offers or other contractual documents with:
MRM Distribution GmbH & Co. KG
Registered at Court: Munich Local Court, Registration Number: HRA 112253
represented by the general partner, MRM Distribution Verwaltungs GmbH, represented by Managing Director Christian Bedel, Carl-von-Linde-Strasse 38, 85716 Unterschleissheim, Germany.
Registered at Court: Munich Local Court, Registration Number: HRB 256880
3. Registration, activation
Our online store is exclusively accessible to registered partners (“resellers”), not private individuals. Following verification of your credentials, we active your access.
A claim to activation or access does not exist.
4. Conclusion of contract
(1) Online Shop
The presentation of the products in our online store does not constitute a legally binding offer but rather a selection of certain software products as an online catalogue. The depiction of the software packaging is for illustrative purposes only and does not represent the packaging supplied.
The customer makes a binding contractual offer by successfully completing the order process provided in our online store. The order after activation of the customer and login to our online store is essentially carried out in the following steps:
- Selection of the desired goods in the desired quantity by clicking on “Add to shopping cart” at the respective item.
- Checking the selection in the shopping cart; if necessary, correcting the selection and saving the changes by clicking on “Update shopping cart”; followed by clicking the button “Continue in the ordering process”.
- Selection of the desired payment method (prepayment/invoice) and click on “Continue to order overview “.
- Check or correct the data entered (billing address, shipping address, item selection).
- Binding submission of the order by clicking the button “Order subject to payment”.
Prior to the binding submission of the order, the customer can, by confirming the “Back” button contained in the Internet browser used by him or by confirming the corresponding “Back” button in the online store or the respective edit function (“Change billing address”, “Change shipping address”, “Edit shopping cart”), after checking his details, return to the Internet page on which the customer’s details are recorded, and correct input errors or cancel the order process by closing the Internet browser.
- We confirm the receipt of the order immediately by an automatically generated e-mail (order receipt confirmation).
The timing of conclusion of contract is subject to the payment method chosen:
We accept your order by sending a declaration of acceptance by separate e-mail within two days, in which we provide you with our bank details. The digital or postal shipment of the goods will take place after receipt of payment.
We accept your order by sending the invoice by separate e-mail as a PDF attachment within two days. The digital or postal shipment of the goods will take place before receipt of payment. There is no entitlement to payment by invoice.
(2) Telephone, other communication
If you contact us by telephone, E-Mail, or similar means, we will contact you following your inquiry and – insofar as the requested product is available – send you a binding offer with payment details based on these terms and conditions, which you can then accept. Unless expressly stated otherwise, the acceptance of an offer is only possible within 2 weeks from receipt by you.
5. Contract language, contract text storage
The language available for the conclusion of the contract is GERMAN or ENGLISH depending on your preferences. We store the contract text and send you the order data by e-mail. You can also view the GTC at any time at https://mrm-distribution.com/en/gtc-mrm-distribution . Your past orders can be viewed in our customer area after login under My Account > My Orders.
6. Prices, shipping costs, payment, and due date
(1) All prices are excluding tax – unless otherwise indicated the respective statutory value added tax (VAT) in the amount of currently 19% is added for the total order amount. To the indicated product prices, the indicated forwarding expenses are added, if a dispatch was agreed upon.
(2) Our invoices are due and payable without deduction (discount) – unless otherwise agreed in writing – within 14 days from the date of invoice and delivery or acceptance of the goods. However, we shall be entitled at any time, also within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation. Payments shall be made exclusively to the account specified in the invoice document. Upon expiry of the aforementioned payment deadline, you as the purchaser will be in default. During the period of default, interest shall be charged on the purchase price at the statutory default interest rate applicable at the time (Section 288 (2) of the German Civil Code (BGB)). We reserve the right to assert further damage caused by default. With respect to merchants, our claim to the commercial due date interest rate (§ 353HGB) shall remain unaffected.
(3) In the event of payment in advance, the customer shall be obliged to pay the purchase price immediately after conclusion of the contract to the account specified in the declaration of acceptance.
(4) If, after conclusion of the contract, it becomes apparent (e.g. by filing for insolvency proceedings) that our claim to the purchase price is jeopardized by the Buyer’s inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract (§ 321 BGB).
7. Delivery period and delay in delivery
(1) Any deadlines and dates for deliveries and services that we have promised are always only approximate unless a fixed deadline or date has been expressly promised or agreed. In principle, the projected delivery time is indicated online with the respective article or in the offer. Articles “On request” do not allow us to make a delivery promise and require our part of the demand.
In all other respects the offered articles are immediately ready for dispatch. The delivery takes place here at the latest within 7 working days. In this case, the deadline for delivery begins in the case of payment in advance after declaration of acceptance on the day after receipt of payment on our account and for all other payment methods on the day after the conclusion of the contract. If the deadline falls on a Saturday, Sunday, or public holiday at the place of delivery, 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 (non-availability 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 also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately refund any consideration already paid by the purchaser.
A case of non-availability of the performance in this sense shall be deemed to be in particular the failure of our supplier to deliver on time if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault, or we are not obliged to procure in the individual case.
(3) The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the Buyer shall be required. If we are in default of delivery, you may demand lump-sum compensation for the damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each full calendar week of the delay, but in total not more than 5% of the delivery value, of the goods delivered late. We reserve the right to prove that the Buyer has not suffered any damage at all or that the damage is significantly less than the aforementioned lump sum.
(4) Your rights under Section 12 of these GTC and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.
(1) Delivery shall be made ex MRM warehouse (EXW Incoterms 2020), which is also the place of performance for the delivery and any subsequent performance. At your request and expense, the goods will be shipped to another destination (mail order). Unless otherwise agreed, we shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.
(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer upon handover at the latest. However, in the case of sale by delivery to a place other than the place of performance, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the Buyer upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.
We deliver only in the dispatch way. Unfortunately, it is not possible to pick up the goods yourself.
(3) If you as the purchaser are in default of acceptance, fail to cooperate or if our delivery is delayed for other reasons for which the purchaser is responsible, we shall be 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 shall also apply to all future deliveries, even if we do not always expressly refer to this. We shall be entitled to take back the purchased goods if the customer acts in breach of contract. We shall retain title to the goods until all claims arising from an ongoing business relationship have been settled in full. You may resell the goods subject to retention of title in the ordinary course of business; you assign to us in advance all claims (including VAT) arising from this resale – irrespective of any combination or mixing of the goods subject to retention of title with a new item – in the amount of the invoice amount, and we accept this assignment. You shall remain authorized to collect the claims, but we may also collect claims ourselves if you fail to meet your payment obligations.
10. Credit agreements / reassignment
(1) If it is agreed that the agreed purchase price will not be paid in full by a one-time payment, but that you will enter into an installment payment or other credit agreement with us, we may terminate this agreement if you are in default with an installment in whole or in part, without the need for a reminder or declaration of the total due date. The full purchase price shall then be due immediately.
(2) Your payments shall always be offset in accordance with §§ 497 para. 3, 366 para. 2 BGB. Payments by installments shall always be offset against the installment that has been due the longest.
(3) Under the preconditions for termination set forth in Paragraph 1 of this Section 10, we may also withdraw from the contract without setting a deadline. Upon receipt of our notice of withdrawal, you shall immediately cease using the software and render program copies unusable. Upon request, you shall immediately provide us with a written confirmation of the retransfer of the software licenses and rendering them unusable as well as return any services received (documents, data carriers, etc.). Payments made shall be reimbursed concurrently less the loss in value of the object of purchase that has occurred in the meantime as well as further claims for damages/expenses including compensation for interest on arrears (pursuant to Section 288 (2) of the German Civil Code (BGB)).
(4) You may only offset our payment claims against undisputed or legally established claims.
11. Warranty, Guarantee
(1) Unless expressly agreed otherwise below, the statutory liability for defects shall apply. Accordingly, warranty rights of the Customer shall require that the Customer has duly complied with its obligations to inspect the goods and to give notice of defects pursuant to Section 377 of the German Commercial Code (HGB). Only our own specifications and the manufacturer’s product descriptions included in the contract shall be deemed to be an agreement on the quality of the goods; we shall not be liable for public statements made by the manufacturer or other advertising statements. If the delivered item is defective, we shall first provide subsequent performance at our discretion by remedying the defect (rectification) or by delivering an item free of defects (replacement).
(2) The limitation period for claims based on defects shall be one year. This period shall not apply to claims for damages of the Customer arising from injury to life, body, or health or from intentional or grossly negligent breaches of duty by the Seller or his vicarious agents, which shall in each case become statute-barred in accordance with the statutory provisions.
(3) A voluntary right of return is not granted on our part. Guarantees shall not be given insofar as these are expressly stated in our offer or our order confirmation. This does not affect the contractually owed compliance with the requirements established by the highest court jurisdiction in the sale of “used” software licenses as a result of the so-called exhaustion.
We shall be liable, irrespective of the legal grounds, within the framework of the statutory provisions only in accordance with the following regulation: For claims based on damage caused by us, our employees, representatives, organs and vicarious agents, we shall be liable without limitation in the event of injury to life, limb or health, in the event of intentional or grossly negligent breach of duty, in the event of any promise of guarantee or in the event of mandatory statutory liability regardless of fault (e.g. under the Product Liability Act) as well as in the event of fraudulent intent. In the event of a breach of material contractual obligations, the fulfillment of which is a prerequisite for the proper execution of the contract and the observance of which the contractual partner may regularly rely on (so-called cardinal obligations) due to slight negligence on our part, on the part of our legal representatives or vicarious agents, the amount of liability shall be limited to the damage foreseeable at the time of conclusion of the contract, the occurrence of which must typically be expected. In all other respects, liability is excluded.
13. Rights of retention, set-off
You shall have a right of set-off or retention only in respect of counterclaims which have become res judicata or are undisputed or arise from the same order under which the relevant delivery was made.
14. Final provisions
(1) The law of the Federal Republic of Germany shall apply to the exclusion of 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. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.
(2) Should individual provisions of this contract be or become invalid or void in whole or in part, this shall not affect the validity of the remainder of the contract. The parties undertake to replace the invalid or void provision by a valid provision which comes as close as possible to the intended economic purpose. The same shall apply in the event of a loophole.
(3) Additions and amendments to the agreements made, including these GTC, must be in writing to be effective. With the exception of managing directors or authorized signatories, the Seller’s employees are not entitled to make verbal agreements that deviate from the written agreement.