These Terms of Sale apply to all contractual relations of the MSP Concept GmbH & Co. KG, Düsseldorfer Str. 70 a, 10719 Berlin (hereinafter "MSP") in relation to the Buyer. Conflicting terms and conditions of the Buyer, side agreements, promises and other statements of the employees of MSP or third parties are only to be binding if they are expressly confirmed in writing.§ 2 Offers; orders
(1) Our offers are always subject to change – in particular regarding quantity, price and delivery time. Prices are subject to deduction of the Value Added Tax applicable at the moment of delivery.
(2) An order by the Buyer constitutes an offer to MSP at the closure of a purchase contract. If the Buyer places an order to MSP, MSP sends a message confirming receipt of the order at MSP and its details (order confirmation). This order confirmation does not constitute acceptance of the offer, but only informs the Buyer that his order was received by MSP. A purchase contract is only concluded when MSP confirms the order in writing (order confirmation) or when the ordered product is shipped to the customer and the shipment is confirmed to the buyer with a message. If advance payment was agreed, the order confirmation is binding only with receipt at MSP.§ 3 Shipping; delivery
(1) Delivery is made from our warehouse, which is also the place of fulfilment. At the request of the Buyer, the goods may be shipped to another destination. Unless otherwise agreed, MSP is entitled to determine the type of shipment (in particular, the transport company, shipping method, and packaging). The shipping and transportation costs are borne by the Buyer. The order will be shipped at Buyer's risk. Where a customs declaration is required, the Buyer is obliged to disclose MSP of all information necessary for the customs declaration under a severance order.
(2) If the Buyer determines the mode of transport, then he is responsible for its timely provision. Any delays must be informed MSP in time. Any costs incurred are borne by the Buyer.
(3) Delivery obligations are always subject to timely and proper self-supply. MSP is entitled to reasonable partial deliveries.§ 4 Inspection and objection
(1) The buyer is obliged to inspect the goods immediately upon delivery, at the agreed destination, a) in terms of quantity, weight and packaging and to record any objections thereto on the delivery note, waybill or receipt notification and b) to perform, at least, at random, a representative quality control, to open the packaging, if reasonable, and to check the goods also for external texture.
If a defect is identified during the inspection or at a later point, MSP must be notified in writing immediately after the fact. The notification shall be deemed immediate if it is sent to us within two weeks, and sending the notification in time is sufficient to meet the deadline. Obvious defects (e.g. incorrect or short delivery) must be reported in writing by the Buyer within two weeks of delivery, it being sufficient to send the notification in time to meet the deadline.
If the Buyer fails to carry out the proper inspection and/or provide proper notification of such defects, MSP's liability for all other defects is excluded.§ 5 Warranty; manufacturer warranty; limitation of liability
(1) MSP is liable for damages in accordance with statutory provisions. Any further guarantee is excluded. The statute of limitations is 12 months (24 months for consumers). This does not apply to damages claims by the customers, which are based on damages of body or health damage due to an error to be fixed by MSP or a gross negligence by MSP.
(2) In case of complaints put forward and also objectively justified, MSP has the right to rectify the defects, at its option, or replace the defective goods with perfect goods.
(3) The Buyer does not have any further rights and claims. In particular, MSP is not liable to the Buyer for damages for default or negligence, unless the goods delivered by MSP are missing express features guaranteed by MSP or there is, on the part of MSP, intent or gross negligence.
(4) MSP is liable for damages under the statutory provisions. In the case of simple negligent violation of essential contractual obligations, however, MSP's liability is restricted to compensation for typical, predictable damages; in the case of a negligent violation of non-essential contractual obligations, any liability of MSP is excluded. The above liability limitations will not apply to damages resulting from injury to life, limb or health.§ 6 Payment
(1) Advance payment is the default. If advance payment is not agreed upon, the purchase price claims of MSP principle are due as "net cash" and without any deduction immediately upon receipt for payment, unless other terms have been agreed in writing.
(2) If the invoice amount is not settled within 10 calendar days from date of invoice or another due date, MSP is entitled to charge default interest in a proven amount, but no less than statutory rate, in accordance with § 288 BGB, without any special notice. For transactions in which a consumer is not involved, the interest payable shall be nine percentage points above the base interest rate.
(3) The Buyer is only entitled to compensation, retention or reduction if his counterclaims have been legally established or expressly recognized by MSP.
(4) The purchaser may only resign from claims arising from legal transactions with MSP with express permission of MSP.§ 7 Retention of title
(1) The goods delivered by MSP remain the property of MSP until the Buyer has settled all claims from the business relationship – including current accounts receivable and from refinancing or reverse bills.
(2) The purchaser is entitled to sell the goods delivered by MSP in the ordinary course of business. MSP is entitled to withdraw the sales authority of the Buyer by written notice if other circumstances are known which put in doubt his creditworthiness when he fulfils his obligations towards MSP and, in particular, in case of default of payment.
(3) In case of a third party to the reserved goods or the receivables assigned to MSP the Buyer is obliged to point out the ownership/right of MSP and to notify MSP immediately. The costs of an intervention are borne by the Buyer.
(4) In case of breach of contract, in particular default of payment, the Buyer is obliged, upon first demand, to surrender the reserved goods still in his possession and to assign claims towards third parties for restitution for the reserved goods to MSP. The withdrawal, as well as the seizure of the reserved goods by MSP, do not imply a withdrawal from the contract.§ 8 Final provisions
(1) Jurisdiction is, as far as permissible, the headquarters of MSP. Law of Germany applies, excluding the UN Buyer Rights and the referral rules of German private international law.
(2) The nullity of individual provisions of these Conditions of Sale shall not affect the validity of the remaining regulations. Invalid provisions shall be replaced by such valid provisions that are suitable to fulfil the economic purpose of the nullified provision as far as possible.