General Terms and Conditions of Sale mah-ATN GmbH

  1. General provisions

    1. Business relations between mah-ATN GmbH (hereinafter: “mah-ATN”) and customers in connection with deliveries of goods are governed exclusively by these General Terms and Conditions of Sale (hereinafter: “GTC”) in the version valid at the time of the order. The general terms and conditions of the customer only apply if mah-ATN has expressly agreed to them. This requirement of consent applies in any case, for example even if mah-ATN carries out the delivery to the customer without reservation while being aware of the customer's general terms and conditions.

    2. These GTC apply only to entrepreneurs (Sec. 14 of the German Civil Code (Bürgerliches Gesetzbuch - BGB), legal entities under public law or special funds under public law.

    3. The reference to a written form requirement within these GTC shall be understood as "text form" within the meaning of Sec. 126b of the German Civil Code (Bürgerliches Gesetzbuch – BGB); i.e. in particular that transmission by e-mail is sufficient.

  2. Conclusion of contract

    1. All offers made by mah-ATN are subject to change and non-binding, in particular mah-ATN reserves the right of prior sale. If mah-ATN informs the customer about goods or offers them in any other way, mah-ATN does not make a binding offer to conclude a contract, rather mah-ATN invites the customer to make a binding offer. The same applies if mah-ATN provides the customer with price lists, catalogues, product descriptions or other documents - also in electronic form.

    2. The order of the goods by the customer is considered a binding offer of contract. The order can be declared by e-mail, letter, telephone or fax. If the order is placed via the online shop on the website, the special provisions in paragraph III apply.

    3. Unless otherwise stated in the order, mah-ATN is entitled to accept this contractual offer within two (2) weeks after its receipt by mah-ATN. mah-ATN declares acceptance by order confirmation via e-mail or letter or by delivering the goods to the customer.

    4. In contrast, oral declarations by employees of mah-ATN do not constitute declarations of acceptance of the contract. Verbal agreements with the employees of mah-ATN (including field staff and at the factory) are otherwise only binding after written confirmation by mah-ATN.

  3. Orders via online shop

    1. If the customer uses the online shop on the website to place an order, the following provisions of this paragraph III. shall apply.

    2. Before placing an order, the customer creates a user account on the website. The registration may only be carried out by a person who is authorized to do so according to the company’s articles of association, by law or in any other way. mah-ATN activates the customer's user account and informs the customer about this. The customer has no right to activation, in particular mah-ATN is entitled to refuse the customer's registration.

    3. By presenting the goods in the online shop, mah-ATN does not submit a binding offer to the customer to conclude a contract, rather mah-ATN invites the customer to submit a binding offer.

    4. The contract is concluded via the online shopping cart system as follows:

      1. The customer can place the goods intended for purchase in the 'cart'. Via the corresponding button in the navigation bar, the customer can call up the 'cart' and make changes there at any time.

      2. After calling up the 'checkout' page, the customer can change the stored data for the billing and delivery address.

      3. Before sending the order, the customer has the possibility to check all details again, to change them (also via the function 'back' of the internet browser) or to cancel the purchase.

      4. By sending the order via the 'place order' button, the customer declares the submission of the offer in a legally binding manner. The order can only be sent if the customer has accepted these GTC by marking the field 'I have taken note of the data protection regulations. In addition, I have read the General Terms and Conditions of Sale and agree to them. I confirm that I am acting as an entrepreneur or on behalf of a company'.

      5. After the customer has placed the order, mah-ATN sends the customer an e-mail confirming receipt of the order. This e-mail does not constitute an acceptance of the offer. The contract is not concluded until mah-ATN sends a separate order confirmation by e-mail or letter.

    5. The processing of the order and transmission of all information required in connection with the conclusion of the contract is regularly carried out by e-mail. The customer must therefore ensure that the e-mail address he has provided is correct, that the receipt of e-mails is technically guaranteed and, in particular, that it is not prevented by SPAM filters.

    6. The complete text of the contract is not stored by mah-ATN after conclusion of the contract. Before sending the order, the customer can print out the contract data using the browser's print function or save it electronically.

  4. Prices, terms of payment, default of payment by customer

    1. The prices are ex warehouse mah-ATN, excluding packaging, shipping, customs duties and other public charges and plus the statutory value added tax.

    2. From customers with whom mah-ATN does not have a permanent business relationship or who have not fulfilled their obligations from previous contracts or have not fulfilled them in time may be, mah-ATN may demand payment in advance.

    3. Upon expiry of the payment deadline set, the customer is in default. A discount will only be granted if mah-ATN states this in the order confirmation.

    4. The customer is only entitled to rights of set-off or retention insofar as its claim has been legally established, is undisputed or has been acknowledged by mah-ATN. In the event of defects in the goods, the customer's opposing rights remain unaffected.

  5. Terms of delivery; delay

    1. Delivery periods shall only be binding if agreed in writing or stated by mah-ATM upon acceptance of the order. Compliance with delivery periods shall be subject to the timely receipt of all documents to be provided by the customer as well as compliance with the agreed terms of payment. If these prerequisites are not fulfilled in time, the deadlines shall be extended appropriately, unless mah-ATN is responsible for the delay.

    2. mah-ATN shall not be obliged to make any further deliveries under any current contract before payment of due and undisputed invoice amounts, including costs and interest, or in the event of unjustified refusal to accept prior deliveries by the customer. Agreed delivery periods are in this case interrupted until payment has been made.

    3. mah-ATN reserves the right to withdraw from the contract in the event that the ordered goods are not in stock because mah-ATN is not supplied by a reliable supplier through no fault of its own despite having placed a congruent order. In this case, mah-ATN will inform the customer immediately about the unavailability and will immediately refund any price already paid by the customer.

    4. If mah-ATN is unable to deliver the goods due to events that are unforeseeable or beyond mah-ATN's reasonable control - including but not limited to natural disasters, pandemics, epidemics, terrorism, war, strikes, governmental actions, labor or material shortages, embargoes, strikes - (hereinafter "Force Majeure"), the delivery period shall be extended by the duration of the Force Majeure. The customer has no rights or claims against mah-ATN because of the delay in delivery, which is due to the occurrence of Force Majeure. This also applies in the event that Force Majeure occurs at a supplier of mah-ATN. If a delay in delivery already exists at the time of the occurrence of Force Majeure, mah-ATN shall not be liable for any delay during the existence of Force Majeure. If the customer is not responsible for the delay in delivery and if the delay in delivery exceeds three months, the customer is entitled to withdraw from the contract.

    5. At the request of mah-ATN, the customer is obliged to declare within a reasonable period of time whether it will withdraw from the contract due to the delay in delivery or whether it will insist on delivery.

  6. Delivery, passing of risk

    1. Delivery is ex warehouse Baierbrunn, Germany, which is also the place of performance for the delivery and any subsequent performance.

    2. mah-ATN selects the type of shipment (in particular transport company and shipping route).

    3. The risk of accidental loss or deterioration of the goods shall pass to the customer as soon as the goods are handed over to the carrier or the customer is in default of acceptance.

    4. If the customer is in default of acceptance, fails to cooperate or if the delivery by mah-ATN is delayed for other reasons for which the customer is responsible, the entire purchase price shall become due immediately, with any agreed payment periods ceasing to apply. In addition, mah-ATN is entitled to demand compensation for the damage caused by the delay, including additional expenses (e.g. storage costs).

  7. Retention of title

    1. All items delivered shall remain the property of mah-ATN (hereinafter referred to as "Retained Goods") until all claims and demands, including all current account balance claims, to which mah-ATN is entitled against the customer - irrespective of the legal grounds - have been fulfilled. Insofar as the value of all security interests to which mah-ATN is entitled exceeds the amount of all secured claims by more than ten percent (10%), mah-ATN shall release part of the security interests at the customer's request; mah-ATN shall be entitled to choose the security interests to be released.

    2. During the existence of the retention of title, the customer is prohibited from pledging or transferring ownership by way of security and resale is only permitted to resellers in the normal course of business and only on condition that the customer as reseller receives payment from its customer or makes the reservation that ownership is only transferred to its customer when the latter has fulfilled its payment obligations. 

    3. If the customer resells Retained Goods, he hereby assigns its future claims and ancillary claims from the resale against its customers - including any balance claims - to mah-ATN by way of security. If the Retained Goods are resold together with other items without an individual price having been agreed for the Retained Goods, the customer shall assign to mah-ATN that part of the total price claim which corresponds to the price of the Retained Goods invoiced by mah-ATN. 

    4. The customer is permitted to process the Retained Goods or to mix or combine them with other items. The processing is carried out for mah-ATN. The new item is deemed to be a Retained Good.

mah-ATN and the customer agree already now that in the event of combination or mixing with other items not belonging to the customer, mah-ATN shall in any case be entitled to co-ownership of the new item in the proportion of the value that the so combined or mixed Retained Goods add to the value of the remaining items at the time of being combined or mixed. The new item shall be deemed to be a Retained Good to this extent. 

The provision on the assignment of claims pursuant to paragraph VII. 3. shall also apply to the new item, whereby the assignment shall only be made up to the amount corresponding to the value of the processed, combined or mixed Retained Goods invoiced by the customer. 

    1. The customer stores the Retained Goods for mah-ATN with the diligence of a proper businessman; the customer has to insure them at its own expense.

    2. Until revocation, the customer is authorized to collect assigned claims. In the event of good cause (e.g. suspension of payments; indications of over-indebtedness etc.), mah-ATN is entitled to revoke such authorization to collect. In the event of revocation, mah-ATN may demand that the customer discloses to mah-ATN the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and informs the debtors (third parties) of the assignment. mah-ATN may further, after prior warning, disclose the security assignment itself and utilize the assigned claims.

    3. In the event of attachments or other interferences by third parties, the customer must inform mah-ATN immediately. The Customer must provide mah-ATN with the information required to assert its rights and hand over documents. 

    4. In the event of breach of contract by the customer, in particular in the event of default in payment, mah-ATN is entitled, after unsuccessful expiry of a time limit set for the customer to perform, to withdraw from the contract and/or to demand the return of the goods subject to retention of title; the statutory provisions on the dispensability of setting a time limit remain unaffected. The demand for return does not at the same time include the declaration of withdrawal; mah-ATN is rather entitled to demand only the return of the goods and to reserve the right of withdrawal.

  1. Claims for defects

    1. The statutory provisions shall apply to the customer’s rights in the event of material defects and defects of title, unless otherwise stipulated in these GTC. The special statutory provisions on recourse claims against suppliers shall remain unaffected by the deviating provisions in these GTC, insofar as this does not concern a claim for damages.

    2. Advertising statements and the product description in mah-ATN's catalogue do not constitute quality specifications. The required quality is only based on the content of the order confirmation. Guarantees are not given. Deviations from samples which are customary in the trade or industry, or which are specific to the product do not constitute a defect. Color differences, differences in structure, pore size, etc. are typical for natural products (leather, hides) and do not constitute a defect.

    3. Unless otherwise agreed, mah-ATN is obliged to provide the goods free of industrial property rights and copyrights of third parties (hereinafter: “Property Rights”) only in the country of the place of delivery.

    4. The customer's claims for defects require that the customer has fulfilled its statutory obligations to inspect and give notice of defects. In the case of goods intended for incorporation or attachment to other items, an inspection must in any case be carried out immediately before processing. If an obvious (including wrong and short delivery) or hidden defect becomes apparent during the inspection or later, the customer must immediately notify mah-ATN in writing. The notification is considered immediate if it is made within one week after delivery or, in the case of hidden defects, after discovery of the defect, whereby timely dispatch of the notification is sufficient to meet the deadline. If the customer fails to examine the goods and/or to give notice, all warranty claims against mah-ATN are excluded. In the case of goods that are intended for incorporation or attachment to other items, this also applies if the defect only became apparent after the corresponding processing as a result of the breach of one of these obligations; in this case, the customer has in particular no claims for compensation for corresponding removal and installation costs.

    5. If the goods are defective, mah-ATN is entitled to determine the type of subsequent performance, taking into account the type of defect and the legitimate interests of the customer.

    6. Claims of the customer based on an infringement of Property Rights are excluded if the infringement of Property Rights is caused by special specifications of the customer, by an application not foreseeable by mah-ATN or by the fact that the goods are modified by the customer or used together with products not supplied by mah-ATN. Furthermore, in the event of an infringement of Property Rights, mah-ATN shall, at its option and at its expense, either obtain a right of use for the goods concerned, modify them so that the Property Right is not infringed, or replace them. If this is not possible for mah-ATN under reasonable conditions, the customer shall be entitled to the statutory rights of withdrawal or reduction.

    7. The customer has to give mah-ATN the time and opportunity necessary for the owed subsequent performance and has in particular to hand over the rejected goods for examination purposes.

    8. mah-ATN is entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer is entitled to retain an appropriate part of the purchase price in relation to the defect. If the subsequent performance has failed twice or if a reasonable period to be set by the customer for the subsequent performance has expired unsuccessfully or is dispensable according to the statutory provisions, the customer may withdraw from the contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.

    9. Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the goods have subsequently been taken to a place other than the customer's place of business, unless the transfer is in accordance with its intended use. If there is no defect, mah-ATN may demand reimbursement of all costs incurred as a result of the request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not apparent to the customer.

    10. Claims for damages due to a defect shall exist in accordance with the provisions of paragraph IX. and are otherwise excluded.

  2. Claims for damages

    1. Claims for damages by the customer are excluded. In deviation from this, mah-ATN shall be liable in accordance with the statutory provisions in the event of:

      1. claims for damages by the customer arising from injury to life, limb or health, and

      2. claims for damages of the customer, which are based on an intentional or grossly negligent breach of duty of mah-ATN, its legal representatives or its vicarious agents, and

      3. claims for damages by the customer arising from the not insignificant breach of a material contractual obligation (obligation whose fulfilment is essential to the proper performance of the contract and on whose fulfilment the customer regularly relies and may rely); in this case, however, the liability of mah-ATN is limited to compensation for the foreseeable, typically occurring damage in case the damage was caused by simple negligence.

    2. The provisions resulting from paragraph IX. 1. also apply to the personal liability for damages of mah-ATN's employees, workers, staff, suppliers, subcontractors, representatives and vicarious agents.

    3. The provisions resulting from paragraph IX. 1. do not apply if mah-ATN has fraudulently concealed a defect or has given a guarantee for the quality of the goods. The limitation of liability also does not apply if mah-ATN has made an agreement with the customer about the quality of the goods. In addition, claims under the German Product Liability Act (Produkthaftungsgesetz) or other mandatory law remain unaffected.

  3. Limitation period

    1. The general limitation period for claims arising from material defects and defects of title is one (1) year from the passing of risk. This shall not affect special statutory provisions on the limitation period (in particular Section 438 para. 3, Section 445b German Civil Code (Bürgerliches Gesetzbuch - BGB)).

    2. Claims for damages of the customer according to paragraph IX.1.a) and paragraph IX.1.b) as well as under mandatory law shall become statute-barred exclusively in accordance with the statutory limitation periods.

    3. The above limitation periods of the law on sales also apply to contractual and non-contractual claims for damages of the customer based on a defect of the goods, unless the application of the statutory regular limitation period would lead to a shorter limitation period in individual cases.

  4. Intellectual property rights

mah-ATN does not transfer any intellectual property rights, in particular no copyrights and design rights, to the delivered goods and to handed-over documents (such as product descriptions, catalogues, digital and physical sample cards). The customer respects the intellectual property rights of mah-ATN contained in the goods and documents. The customer shall only use the goods in the contractually intended and customary manner and in particular shall not reproduce, reverse engineer or imitate them.

  1. Final provisions

    1. The contract including its interpretation shall be governed by the laws of the Federal Republic of Germany excluding the Nations Convention on Contracts for the International Sale of Goods (UN Sales Convention).

    2. The exclusive – also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Munich, Germany. mah-ATN is, however, entitled to take legal action at the customer's place of business. Statutory regulations which take precedence, in particular wit respect to exclusive jurisdiction, remain unaffected.

    3. The contractual language is English.

    4. Should one or more provisions of these GTC be or become invalid or unenforceable, or should these GTC contain a loophole, the remaining provisions of these GTC shall remain unaffected. The parties undertake to replace the invalid provision with another provision that corresponds to the economic sense and purpose of the valid provision. No verbal collateral agreements shall be made. Amendments to these GTC must be made in writing in order to be effective.