Status: March 2023
1. Scope of Application
These 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 shop and all other offers are directed exclusively at commercial or self-employed customers, i.e. entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), and not at consumers within the meaning of Section 13 BGB.
If the customer uses conflicting or supplementary general terms and conditions, their validity is hereby rejected; they shall only become part of the contract if we have expressly agreed to them. This requirement of consent applies in all cases, for example even if we carry out delivery to the customer without reservation while being aware of the customer’s terms and conditions.
2. Contractual Partner
In the event of a contract being concluded, the contract is concluded with
MRM Distribution GmbH & Co. KG
Carl-von-Linde-Strasse 38
85716 Unterschleißheim
Germany
Commercial Register: Local Court Munich, Registration Number: HRA 112253
represented by the personally liable partner
MRM Distribution Verwaltungs GmbH, represented by the Managing Director Melanie Achten
Carl-von-Linde-Strasse 38
85716 Unterschleißheim
Germany
Commercial Register: Local Court Munich, Registration Number: HRB 256880
3. Registration, Account Activation
Our online shop is not publicly accessible. In order to view our product catalogue, prior registration with us is required.
Registration is available only for entrepreneurs (“resellers”), not for consumers. After reviewing the information you provided, access to the shop will be activated manually by us. There is no entitlement to activation or access.
4. Conclusion of Contract
(1) Online Shop
The presentation of products in our online shop does not constitute a legally binding offer but rather a non-binding online catalogue. The customer submits a binding contractual offer by successfully completing the ordering process in our online shop.
After activation and login, the ordering process generally consists of the following steps:
Selection of the desired products and quantities by clicking “Add to cart” for the respective item;
Review of the selection in the shopping cart; if necessary correction of the selection and saving of the changes by clicking “Update cart”; then clicking the button “Continue to checkout”;
Selection of the desired payment method (prepayment / invoice) and clicking “Continue to order overview”;
Review or correction of the entered data (billing address, shipping address, item selection);
Submission of the binding order by clicking the button “Place order with obligation to pay”.
Before submitting the binding order, the customer may return to the previous page using the “Back” button of the browser, the “Back” button in the online shop, or the respective editing functions (“Change billing address”, “Change shipping address”, “Edit cart”) to correct input errors. The order process can also be cancelled by closing the browser.
We confirm receipt of the order immediately by means of an automatically generated email (order confirmation of receipt).
The moment at which the contract is concluded depends on the payment method selected by you:
Prepayment
We accept your order by sending a declaration of acceptance via a separate email within two days, including our bank details. Digital or postal delivery of the goods takes place after receipt of payment.
Invoice
We accept your order by sending the invoice as a PDF attachment via separate email within two days. Digital or postal delivery of the goods takes place before receipt of payment. There is no entitlement to payment by invoice.
(2) Telephone or Other Communication
If you contact us via telephone, email or other means of communication, we will contact you following your request and, provided that the requested product is available, send you a binding offer including payment information based on these GTC, which you may then accept. Unless otherwise expressly stated, an offer may only be accepted within two weeks after receipt.
5. Contract Language and Storage of Contract Text
The language available for the conclusion of the contract is German. We store the contract text and send you the order data via email. The GTC can also be viewed at any time at https://shop.mrm-distribution.de/AGB-MRM.aspx
. Your previous orders can be viewed in your customer account after login under My Account > My Orders.
6. Prices, Shipping Costs, Payment and Due Date
(1) Unless otherwise stated, all prices are exclusive of the statutory value added tax (VAT), currently 19%. Any agreed shipping costs will be added to the product prices indicated.
(2) Unless otherwise agreed in writing, our invoices are due for payment without deduction within 14 days from the date of invoicing and delivery or acceptance of the goods. Even within an ongoing business relationship, we are entitled at any time to carry out a delivery in whole or in part only against prepayment. Such a reservation will be declared at the latest with the order confirmation. Payments must be made exclusively to the account specified in the invoice document.
After the above payment period has expired, the buyer is in default of payment. During the period of default, the purchase price shall bear interest at the applicable statutory default interest rate (§ 288 para. 2 BGB). We reserve the right to claim further damages caused by default. For merchants, our claim to commercial maturity interest (§ 353 HGB) remains unaffected.
(3) In the case of payment in advance, the customer is obliged to transfer 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. through an application to open insolvency proceedings) that our claim to the purchase price is endangered by the buyer’s inability to perform, we are entitled in accordance with statutory provisions to refuse performance and, if necessary after setting a deadline, withdraw from the contract (§ 321 BGB).
7. Delivery Period and Delay in Delivery
(1) Delivery periods and dates indicated by us are always approximate only, unless a fixed deadline or date has been expressly promised or agreed. The estimated delivery time is generally indicated online for the respective item or in the offer. Items marked “on request” do not constitute a delivery commitment and require clarification on our part.
Otherwise, the offered items are ready for dispatch immediately. Delivery takes place within a maximum of 7 working days. In the case of payment in advance, the delivery period begins on the day after receipt of payment in our account following the declaration of acceptance. For all other payment methods, the period begins on the day after the contract is concluded. If the end of the period falls on a Saturday, Sunday or public holiday at the place of delivery, the period ends on the next working day.
(2) If we cannot comply with binding delivery deadlines for reasons beyond our control (non-availability of performance), we will inform you immediately and at the same time communicate the expected new delivery deadline. If performance is not available within the new delivery period either, we are entitled to withdraw from the contract in whole or in part. Any consideration already provided by the buyer will be refunded immediately.
Non-availability of performance shall in particular be deemed to exist in the event of non-delivery by our supplier in due time if we have concluded a corresponding covering transaction, neither we nor our supplier are at fault, or we are not obliged to procure the goods in the individual case.
(3) Our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the buyer is required. If we are in default of delivery, you may claim lump-sum compensation for the damage caused by delay. The lump-sum compensation amounts to 0.5% of the net price (delivery value) for each completed calendar week of delay, but not more than a total of 5% of the delivery value of the delayed goods. We reserve the right to prove that the buyer has suffered no damage or significantly less damage than the above lump sum.
(4) Your rights pursuant to Section 12 of these GTC and our statutory rights, particularly in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.
8. Delivery
(1) Delivery is made ex warehouse of MRM (EXW Incoterms 2020), which is also the place of performance for delivery and any subsequent performance. At your request and expense, the goods will be shipped to another destination (shipment purchase). Unless otherwise agreed, we are entitled to determine the method of shipment (in particular the transport company, shipping route and packaging).
(2) The risk of accidental loss and accidental deterioration of the goods passes to the buyer at the latest upon handover. In the case of shipment, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay already passes upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.
Delivery is only made by shipping. Self-collection of the goods is not possible.
(3) If the buyer is in default of acceptance, fails 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 full payment has been made. This also applies to all future deliveries, even if we do not always expressly refer to it. We are entitled to repossess the purchased item if the customer acts in breach of contract.
We retain ownership of 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; all claims arising from such resale (including VAT) are hereby assigned to us in advance in the amount of the invoice value, regardless of whether the goods subject to retention of title are combined or mixed with a new item. We accept this assignment. You remain authorized to collect the claims, but we may also collect the claims ourselves if you do not meet your payment obligations.
10. Credit Agreements / Reassignment
(1) If it is agreed that the purchase price will not be paid in full in a single payment but that an instalment payment or other credit agreement is concluded, we may terminate this agreement if you are in default with an instalment in whole or in part without the need for a reminder or declaration that the entire amount has become due. The full purchase price then becomes immediately due.
(2) Your payments shall always be applied in accordance with §§ 497 para. 3 and 366 para. 2 BGB. Instalment payments shall always be applied to the instalment that has been due the longest.
(3) Under the conditions for termination set out in paragraph 1 of this Section 10, we may also withdraw from the contract without setting a deadline. Upon receipt of our declaration of withdrawal, you must immediately cease using the software and render program copies unusable. Upon request, you must immediately provide us with written confirmation of the reassignment of the software licenses and the destruction of program copies and return any services received (documents, data carriers, etc.). Payments already made will be refunded concurrently with the return of the purchase item, less any loss in value that has occurred in the meantime as well as any further claims for damages or reimbursement of expenses, including default interest in accordance with § 288 para. 2 BGB.
(4) You may only set off against payment claims from us with claims that are undisputed or legally established.
11. Warranty and Guarantee
(1) Unless expressly agreed otherwise below, the statutory warranty provisions shall apply. Accordingly, warranty rights of the purchaser require that the customer has duly fulfilled the obligations to inspect and notify defects in accordance with § 377 HGB. Only our own statements and the manufacturer’s product descriptions included in the contract shall be deemed to be agreements regarding the quality of the goods; we assume no liability for public statements made by the manufacturer or other advertising statements. If the delivered item is defective, we shall initially provide subsequent performance at our discretion by remedying the defect (repair) or delivering a defect-free item (replacement delivery).
(2) The limitation period for warranty claims is one year. This period does not apply to claims for damages arising from injury to life, body or health or from intentional or grossly negligent breaches of duty by the seller or its agents, which shall be subject to the statutory limitation periods.
(3) A voluntary right of return is not granted. Guarantees are only provided if they are expressly stated in our offer or order confirmation. This does not affect the contractual obligation to comply with the requirements established by the highest courts for the sale of “used” software licenses as a result of the principle of exhaustion.
12. Liability
We shall be liable, regardless of the legal grounds, only in accordance with the statutory provisions and subject to the following limitations: For claims arising from damages caused by us, our employees, representatives, bodies or agents, we shall be liable without limitation in the event of injury to life, body or health, in the case of intentional or grossly negligent breach of duty, in the case of a guarantee, or where liability is mandatory by law (e.g. under the Product Liability Act), as well as in cases of fraudulent intent.
In the event of a breach of essential contractual obligations (cardinal obligations), the fulfilment of which is necessary for the proper performance of the contract and on whose compliance the contractual partner may regularly rely, our liability for slight negligence shall be limited to the foreseeable damage typical for the contract at the time of its conclusion.
Otherwise, liability is excluded.
13. Right of Retention and Set-Off
You shall only have a right of set-off or retention if your counterclaims have been legally established or are undisputed, or if they arise from the same contractual relationship under which the relevant delivery was made.
14. Final Provisions
(1) The law of the Federal Republic of Germany shall apply, excluding the United Nations 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 shall be our registered office. Mandatory statutory provisions regarding exclusive jurisdiction remain unaffected.
(2) Should individual provisions of this contract be or become invalid or void in whole or in part, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the invalid or void provision with a valid provision that most closely reflects the intended economic purpose. The same shall apply in the event of a gap in the contract.
(3) Amendments and additions to the agreements made, including these GTC, must be made in writing in order to be effective. With the exception of managing directors or authorized signatories, employees of the seller are not authorized to make oral agreements that deviate from the written agreement.