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  1. Generalities, Scope
     
    1. Our general terms and conditions (GTC) apply exclusively, they`re part of all our offers and contracts, consignments and services, including ongoing and future business relations. Conditions opposing or differing from our GTC will not be accepted, except that we have explicitly agreed to its validity in writing. Our terms and conditions also apply when we render delivery without reservation, while knowing of contrasting or varying terms of the costumer.
    2. These terms and conditions only find use with companies.

  2. Quotations, And Conclusion Of Contract
     
    1. Our offers are always subject to confirmation. Contracts will only materialise after agreement upon its content, our written order confirmation, after shipment of the contract goods, or other provision of service agreed upon in the contract.

  3. Shipment, Transfer Of Perils
     
    1. MSG GmbH company ships products ordered by the costumer, to the address given in the order. Software products will be handed to the costumer after selection of producers via data medium preinstalled on internal hardware storage, or data line. Software documentation will be handed to the costumer after selection of producers as print ware, or the same way as software products.
    2. Assembly and or installation of the product is the costumers responsibility, unless it was specifically agreed upon, that the product is to be assembled or installed against a fee by MSG GmbH, or various agents. If the product is assembled or installed by MSG GmbH, than the costumer is to provide any necessary requirements free of charge.
    3. The MSG GmbH company reserves the right to partial shipment. Amendments, as well as standard and reasonable deviations in measurement, weight and colour, are subject to change.
    4. Time limits and deadlines given by MSG GmbH company are non- binding.
    5. Higher forces, and similar extraordinary circumstances not within our power, especially missing self-delivery, industrial actions or acts of sovereignty, will free MSG GmbH company from its responsibilities and contractional deadlines over the course of the repercussions caused through these circumstances, and frees MSG completely of any liabilities regarding delivery and performance, if these circumstances make it impossible to render our services at all. If we cause delay, and if the product is not announced ready for shipment by the end of the deadline, the costumer may withdraw from the contract after a reasonable additional respite. Any other claims regarding delay of shipment are excluded, except if the delay of shipment, including non-fulfilment, was caused through our gross negligence.
    6. MSG GmbH company is allowed to charge for any additional work caused, especially for new delivery and storage, if on the agreed delivery date the goods are not accepted, or the delivery or assembly/installation is not or only possible with higher efforts, due to negligence in preparatory work by the costumer.
    7. Shipments within the territory of Germany are carriage free, if not differently agreed upon. If shipping fees are payed by MSG GmbH company, we will reserve the right to choose the shipping route and mode of dispatch, Any special shipping requests asked by the customer causing additional costs , are to be payed for by the customer.

  4. Prices, Terms Of Payment
     
    1. All prices are to be understood adding legal turnover tax at the current rate according to the date of delivery. All invoicing is handled in Euro.
    2. If we have received goods and invoice, unless differently agreed upon at conclusion of contract, payment will be due as follows; 2% discount applies within 10 days starting at the date of invoice. Or without discount, 30 days net from the day the invoice has been received. In case the invoice is received later than the goods, calculation of the discount starts at the day the invoice is received, not when goods are received.
    3. In case of payment delay, MSG GmbH will ask a rate of 8% above of the relevant base rate of the European Central Bank(ECB)

  5. Retention Of Title
     
    1. Until satisfactory fulfilment of all requirements in matters of the business contract, MSG GmbH company reserves the right to hold on to the ownership of all goods. In case of delay of payment by the costumer ,MSG GmbH company is allowed to claim the return of all unpaid goods. Retraction of goods by MSG GmbH company because of retention of title does not mean a withdrawal from contract. If MSG GmbH company makes use of its right of reservation of title, the costumer looses ownership has the obligation to return on his own costs, and replacement of the loss in price and value.
    2. The costumer has the authority to resell the under retention of title, delivered goods within the scope of an ordinary and proper business transaction. This expires if the costumer is at default of payment, or it`s agreed that the goods are non transferable upon receipt. If the costumer sells the delivered goods, no matter in what condition, he immediately assigns all claims including accessory rights gained from his purchaser to MSG GmbH company , in the amount of the invoice value of the goods subject to retention, included in the pieces sold. The customer is authorised to collect all receivables assigned to MSG GmbH himself. The customer is obligated upon request, to lay open all acts of transfer, and to give necessary information and documents to MSG GmbH. The customers authorisation to resell the goods and to collect receivables, can be revoked by MSG GmbH, if the customer does not comply with the contractional duties.
    3. Processing or transforming of the acquired goods by the customer is always done for MSG GmbH company. MSG GmbH is in this respect considered the manufacturer of the new goods. Is the purchased product processed with objects not owned by MSG GmbH, MSG GmbH will gain co- ownership in proportion to the calculated value of the acquired good, compared to the other used items at the time of manufacturing. In case of sale of a processed or transformed good, regulations as stated in paragraph 2 will apply.
    4. 5.4. Should the acquired good be mixed with other items which are not owned by MSG GmbH company, MSG GmbH gains co-ownership on the new item in proportion of the value of the acquired good in relation to the other mixed item at the time of mixing. Is the other item to be seen as main item, the customer than has to transfer proportionate co-ownership to MSG GmbH.
    5. Pledging, or transfer of security of goods under retention of title, or goods manufactured under it, is prohibited.The customer is obliged to notify MSG GmbH immediately, in case of any seizure or interference by third parties. The customer has to support MSG GmbH in protecting its interests in every way.

  6. Liability For Material Defects
    MSG GmbH is liable for defects as follows:
     
    1. Defects on parts or services which were already exciting at transfer of perils, and within the period of limitation, will be repaired, replaced or provided new, free of charge by choice of MSG GmbH regardless of operating time.
    2. The right of compensation for material defects will lapse after 12 month. This does not apply if the law according to § 438 Abs.1 ( right of recourse) and § 634 Abs.1 Nr.2 (contractional defect) BSG gives longer limits, and in cases of injury of life, bodies or health, and in cases of premeditated or gross negligence, breach of duty, fraudulent concealment of defect by MSG GmbH. The legal requirements about inhibition of expiry of the time limit, inhibition or restart of respites, stay unaffected.
    3. A complaint has to be done in writing.
    4. In case of complaint payments can be held back by the costumer to an extend which is adequate to the occurred defect. The costumer can only hold back payments, if a complaint is beyond any doubt legitimate. If the complaint is not justified, MSG GmbH is authorised to ask the costumer for replacement of any costs incurred.
    5. At first MSG GmbH has to be given the chance for supplementary performance within an appropriate deadline.
    6. If the supplementary performance does not work out, the costumer can withdraw from the contract or lower the price.
    7. A Claim for defects does not apply, if its only a minor deviation from the agreed quality, if there are only minor cutbacks in usability, in case of normal wear and tear or damage resulting from faulty or negligent usage, excessive handling, improper maintenance resources, humidity, extreme heating of rooms, temperature and weather related circumstances, improper maintenance ( faulty cleaning) or in case of special outside influence not assumed in the contract. There is no right of compensation in case of improper changes or maintenance performances executed by the costumer or any third party.
    8. Costumer claims of reimbursement regarding expenses for supplementary performance, especially transportation-, travel-, work-, material costs, are excluded as far as expenditure increases because the delivered product later was moved to a different address than the costumers business location, unless such transport is in line with the intended use of the object of delivery.
    9. A costumer recourse claim towards MSG GmbH after § 478 BGB,is only possible as far as, the costumer did not make any agreements exceeding the legal rights to claim damages for any defects. The extend of a recourse claim after § 478 Abs.2 BGB of the costumer towards MSG GmbH applies correspondingly to paragraph 7.
    10. Further or different entitlements as stated in this general terms and conditions by the costumer, no matter on what legal grounds, towards MSG GmbH and their agents, regarding claims defects are excluded, as long there is no deliberate intention or gross negligence, breach of duty, or injury of life, body or health, or assurance of absence of defect. No change of burden to the disadvantage of the Buyer is connected with the preceding provisions.

  7. MSG GmbH Company Liabilities
     
    1. MSG GmbH assumes unlimited liability for injury of life, body, or health if justified. And covers for expenditure to recover tangible assets up to the amount of 10.000,00 Euro, if caused by MSG GmbH. In case of damage of data carrier material the obligation to indemnify does not include the effort to replace lost software and information.
    2. Further claims of compensation and claims for reimbursement of expenses by the customer (below damage claim) no matter on what legal grounds, especially breach of duty, delinquency, and tortious act, are excluded.
    3. This does not apply insofar as there is mandatory liability, for instance with reference to product liability law, in cases of wilful misconduct, gross negligence, in case of transfer of warranty for the quality of an object, for fraudulent concealment of a defect, or for breach of important contractual obligation. But the damage claim for breach of important contractual obligations is limited to the typical contractual foreseeable damage, as long as there is no wilful misconduct or gross negligence.
    4. Provided that the costumer is entitled to claims for damages, these become time-barred according to the statue of limitations for damage claims in paragraph 6. This does not apply in case of wilful act, gross negligence, injury of life, body or health, fraudulent concealment of a defect, or for claims following the law of product liability. A change in burden of proof to the disadvantage of the orderer is not associated the regulations above.

  8. Returns
     
    1. The option of return is limited to products purchased from MSG GmbH by the costumer. The appropriate proof of purchase (copy), and proof of delivery has to be submitted.
    2. MSG GmbH reserves the right to exclude certain products from return. Resulting handling costs will be charged to the costumer separately. The costumer carries the risk, as well as transport-, and packing costs for the return up until arrival at MSG GmbH office.
    3. In case of claim of defect, paragraph 6 of this terms and conditions will apply.

  9. Confidentiality And Data Privacy
     
    1. The costumer will, use all information, with regards to MSG GmbH contracts, only for purposes of these contracts confidential, and will not, just like his own company secrets, make them accessible for any third parties. This does not apply to information which is public, has been verifiably independently, rightfully gained by third parties. These commitments stay in effect for 3 years after this contract expires.
    2. Any data the costumer submits to MSG GmbH for the purpose of order, will be used for the purpose of execution of the order, and can be stored for this purpose and also be transferred to third parties. MSG GmbH may use this information for internal analysis.

  10. Termination
     
    1. MSG GmbH is allowed to terminate the contract for important reasons, without adherence to any time limits. Important reasons are:
      • Application to open insolvency proceedings involving the costumers assets by the costumer or any third party, as well as the costumers existing or potential inability to pay.
      • Criminal offence by the costumer.
      • False or incomplete information about the costumers identity- in case of fundamental change in business relationship of the costumer.

  11. Change Of Terms And Conditions (GTC)
     
    1. MSG GmbH is allowed to change these GTC. MSG GmbH will inform the costumer about any changes.
    2. Changes are effective, if the costumer does not object in writing. The objection has to be received by MSG GmbH 1 month after notification of change has been received by the costumer.

  12. Applicable Law, Place Of Jurisdiction
     
    1. These GTC are subject to the law of the Federal Republic Of Germany under exclusion of the UN Purchasing Law (Agreement of the United Nations concerning contracts involving international good sales), and the conflict-of-law rules in the german international private law.
    2. Place of jurisdiction for all legal proceedings, regarding the development and effectivity, and claims, of this contract, is the MSG GmbH companies registered office. MSG GmbH is also allowed to sue the costumer at its general place of jurisdiction.

  13. Safeguarding Clause
     
    1. Should a provision of this terms and condition agreement become invalid or ineffective, it will not effect the validity of the remaining provisions.
    2. The invalid or ineffective provision will be replaced by an effective provision which comes closest to the intended commercial purpose.