Terms of use

General Terms and Conditions Moree Ltd.

Art. 1 General - Scope of Application

(1) Our sales terms shall apply exclusively; we do not accept any conflicting or deviating terms and conditions of the customer unless we expressly approve application of same in writing. Our sales terms also apply in the event that we are aware of conflicting or deviating terms and conditions of the customer and execute the delivery to the customer without making any reservation.

(2) Any and all agreements between us and the customer for purposes of fulfilment of this contract are laid down in this contract in writing.

(3) Our sales terms only apply towards entrepreneurs within the meaning of the 1st paragraph of § 310 of the Bürgerliches Gesetzbuch (German civil code).

Art. 2 Offer – Documentation related to the Offer

(1) Our offer remains unbinding unless indicated to the contrary in our confirmation of the order. In the event that the customer’s order qualifies as an offer within the meaning of § 145 of the Bürgerliches Gesetzbuch (German civil code) we shall be entitled to accept such offer within a period of 2 weeks.

(2) We reserve title and copyrights in any photographs, pictures, drawings, calculations or other documents handed over to the customer in connection with the delivery. This also applies to any written documents that are marked as „confidential“. Any transfer to third parties by the customer requires our express written consent.

Art. 3 Prices – Payment Terms

(1) Unless indicated to the contrary in our confirmation of the order, our prices apply „ex works“: excluding transportation, customs duties, any other import-related taxes or duties as well as shipment; the respective costs will be invoiced separately.
(2) The statutory VAT is not included in our prices; it will be detailed separately at the statutory amount on the day of invoicing.
(3) Any deduction of a cash discount requires a separate written agreement.
(4) Unless indicated to the contrary in our confirmation of the order the purchase price shall be payable net (without deduction) within 30 days from the date of the invoice. The statutory rules relating to the consequences of delay of payment apply.
(5) The customer shall be entitled to any set-off only in the event that the customer’s respective counterclaims are established as final and absolute, or if they are undisputed or acknowledged by us. Furthermore, the customer shall be entitled to exercise a right of retention if and to the extent that its counterclaim arises from the same contractual relationship.

Art. 4 Time of Delivery
(1) The time of delivery as indicated by us shall not start before any and all documents required for carrying out the order have been submitted or before any and all technical issues have been clarified or before any and all agreed advance payments or total payments have been effected, as the case may be and as applicable.
(2) Our compliance with our obligation of delivery shall furthermore depend on timely and proper fulfilment of the customer’s obligations. The defence of non-performance of the contract is reserved.
(3) In the event that the customer is in default of acceptance or if the customer culpably breaches any of its further duties to cooperate, then we shall be entitled to claim damages plus any additional expenses caused by such act or omission of the customer. Any further claims or rights are reserved.
(4) In the event that the conditions of paragraph (3) immediately above are met, the risk of accidental loss or deterioration of the purchased item passes to the customer at the time of the customer’s default of acceptance or debtor’s delay.
(5) We shall only be liable for delay in delivery, if such delay in delivery arises from our wilful or grossly negligent breach of contract and if we are responsible for such respective breach of contract; we shall be responsible for any fault of any of our agents or persons employed by us for the fulfilment of our obligations. In the event that the delay in delivery arises from a grossly negligent breach of contract that we are responsible for, our liability for damages shall be limited to the foreseeable and typically occurring damage. Otherwise our liability shall be limited to a flat sum of 5 % of the value of the goods which are subject to the respective delivery. There shall be no further liability of ours, including without limitation any liability for force majeure or similar causes.

(6) Otherwise we shall only be liable if and to the extent that the delay in delivery that we are responsible for arises from a culpable breach of an essential contractual obligation; in such event, however, liability for damages shall be limited to the foreseeable typically occurring damage.

Art. 5 Passing of Risk – Packaging Charges
(1) Unless it is indicated to the contrary in our confirmation of the order, delivery shall be „ex works“. In case of shipment and even where delivery is „carriage free“ the risk passes to the customer once that the goods have left the works from where delivery is made. In case of customer’s default of acceptance the risk already passes to the customer once that readiness to deliver has been declared.
(2) If and to the extent that it is not stipulated to the contrary, we shall be entitled to choose the type of packaging, the mode of shipment and the shipping route; our taking back of packaging shall be subject to separate agreement.
(3) If the customer so requests, we will cover the delivery with a transport insurance; the respective cost shall be borne by the customer.

Art. 6 Liability for Defects
(1) The customer’s claims regarding defects shall be conditional upon the customer’s due compliance with its responsibility of inspection and notification under § 377 of the Handelsgesetzbuch (German commercial code).
(2) If and to the extent that there is a defect of the purchased item, we shall be entitled, at our discretion, to supplementary performance either by way of rectification of the defect or by delivery of a new item free from defects. In case of rectification of the defect or replacement delivery we shall be obliged to bear any and all expenses required for such supplementary performance, including cost of transportation, roads, work and material, unless and to the extent that such aforesaid costs are increased because of a transfer of the purchased item to a location other than the place of performance.
(3) We warrant that electric or electronic devices, illuminants and batteries will be delivered free from defects in workmanship and material. This warranty does not apply to defects arising from usual wear and tear or usual weakening of the battery due to its use or if the product or the battery was opened, used or repaired improperly. A further precondition shall be that the product was assembled appropriately and professionally and in accordance with the instructions and that there is no misappropriation, vicinity to sources of heat, accident or dropping, misuse, modifications, or impact of humidity or liquids.

(4) We shall only be liable in the event that the customer claims damages based on wilfulness or gross negligence, including wilfulness or gross negligence of our agents or of persons employed by us for the fulfilment of our obligations. If and to the extent that there is no blame of wilful breach of the contract, our liability for damages shall be limited to the foreseeable, typically occurring damage.
(5) We shall be liable in accordance with the applicable laws, if we are in culpable breach of an essential contractual obligation; however, even then the liability for damages shall be limited to the foreseeable, typically occurring damage.

(6) Our liability arising from culpable injury of life, body or health shall remain unaffected; this shall also apply to the compulsory liability under the Produkthaftungsgesetz (German product liability act).

(7) If and to the extent that it is not provided to the contrary hereinabove, any and all liability shall be excluded.
(8) The period of limitation for claims regarding defects shall be 12 months, starting from the passing of risk.
(9) The period of limitation in the event of a delivery recourse under §§ 478 and 479 of the Bürgerliches Gesetzbuch (German civil code) remains unaffected; it amounts to five years, starting with the delivery of the defective item.

Art. 7 Total Liability
(1) Any liability for damages other than provided for in Art. 6 hereof shall be excluded, regardless of the legal nature of the respective claim. This shall apply without limitation to damages based on fault in conclusion of a contract, on other breaches of obligations or on delict claims regarding damage to property according to § 823 of the Bürgerliches Gesetzbuch (German civil code).

(2) The limitation according to paragraph (1) immediately above also applies if and to the extent that the customer claims, in place of damages in lieu of performance, reimbursement of futile expenses.
(3) If and to the extent that our damages liability is excluded or limited, this shall also apply to the personal damages liability of our employees, agents and persons employed for the fulfilment of our obligations.

Art. 8 Assurance of Retention of Title
(1) We retain title in the purchased item until all monies from the delivery contract are paid. In the event of a behaviour of the customer which is contrary to the contract, including without limitation delay of payment, we shall be entitled to take back the purchased item. Our taking back of the purchased item shall be deemed cancellation of the contract. After having taken back the purchased item we shall be entitled to liquidation of such item. The proceeds from such liquidation shall – after deduction of adequate costs of liquidation – be credited against the customer’s obligations.
(2) In case of distraints or other interferences by third parties the customer must promptly notify us in writing so that we can take action according to § 771 of the Zivilprozessordnung (German code of civil procedure). If and to the extent that the respective third party should not be able to reimburse us for the court costs and extrajudicial costs of an action according to § 771 of the Zivilprozessordnung (German code of civil procedure), the customer shall be liable to us for the respective loss.

Art. 9 Place of Jurisdiction – Place of Performance
(1) If the customer is a businessman, the place of jurisdiction shall be the same as our place of business; we shall, however, also be entitled to sue the customer at the court of the customer’s place of residence.
(2) The laws of the Federal Republic of Germany shall apply; the application of the CISG (United Nations Convention on Contracts for the International Sale of Goods) shall be excluded.
(3) Unless it is indicated to the contrary in our confirmation of the order, the place of performance shall be the same as our place of business.

December 2nd, 2010