Terms and Conditions

1. Scope

  1. The following Terms and Conditions are part of the entire offer as well as legal basis for all contracts, deliveries and performances of Morita Europe. By accepting the delivery or the performance, the orderer agrees to these Terms and Conditions. Aberrant Terms and Conditions of the orderer will be rejected, unless Morita Europe explicitly confirms the validity of the Terms and Conditions of the orderer.
  2. All agreements between Morita Europe and the orderer for the purpose of concluding a contract are referred to in these written Terms and Conditions.
  3. These Terms and Conditions will also be applied to all future business relations between Morita Europe and the orderer, regardless if these Terms and Condiotns are referred to again on concluding a contract.

2. Concluding the contract

  1. According to § 145 BGB(German Civil Code), the presentation of our products is not to be considered a binding proposal until the order of a product has been placed by the ordering party.
  2. The contract is concluded by the explicit declaration of acceptance by Morita Europe or by the delivery of the subject of the contract to the delivery address stated by the orderer. In case of acceptance of the offer, Morita Europe dispatches a confirmation of the order.
  3. Morita Europe is entitled to partial performance and the billing of such within reason. Changes in construction and material are reserved if the suitability is not affected.

3. Prices

  1. Prices are as stated on the day of delivery or performance, including VAT. Prices are stock prices and do not include packaging, shipping an insurance costs.
  2. In case of repair orders, distance, vehicle costs, waiting time and potential assembly time will be invoiced separately.

4. Conditions of Payment

Deliveries and performances are to be fully paid within 30 days after the receipt of the invoice, unless otherwise stated on the invoice. Represantatives of Morita Europe are only entitled to collect payments if they are authorized to do so in writing.

5. Deadlines

  1. Agreed deadlines for delivery or perfomance begin with conclusion of the contract, i. e. the date of the last confirmation of the order. The deadline is to be considered as complied when the products are dispatched before expiration of the agreed deadline.
  2. Delayed deliveries do not entitle the orderer to revoke from the contract or to claim damages, unless explicitly stated in the contract and if the delay is caused by Morita Europe due to intention or gross negligance.
  3. If the delivery of the product is delayed by the orderer due to incomplete fulfilment of the contract, deadlines are to be considered as complied when the products are ready to be dispatched.
  4. Delivery periods stated by Morita Europe are subject to availability which may be condition by unforeseen circumstances outsides Morita Europe's influence. Particularly, if delayed deliveries by Morita Europe's suppliers, force majeure, traffic disturbances, governmental measures, non-granted official permissions, labour disputes, terrorism or sabotage delay the delivery by an acceptable period, the ordering party is not entitled to claim damages from Morita Europe.

6. Enquiries and counselling

All information, concerning suitability and range of use of the product, are based on experience and are provided to the best of Morita Europe's knowledge. These information are not to be considered guaranteed characteristics without explicit agreement and do not justify claims of the ordering party. The ordering party itself is obliged to check the suitability of the product for the intended use.

7. Shipping, packaging, insurance and transfer of perils

  1. The orderer bears the costs of shipment, packaging and insurance of the product ex stock. The price and product risk is transferred when the product has left the Morita Europe's store house as well as when ready-for-dispatch products are delayed due the orderer's fault.
  2. The ordering party is to accept the product even if the product is in defective condition. Guarantee claims remain untouched.

8. Data protection

  1. We treat your personal details confidentially and in accordance to legal data protection regulations. We only collect, process or use personal information as far as this information is necessary for the creation, definition in respect of content or alteration of the legal relationship.
  2. We only transmit personal data to third parties if this is necessary to fulfilling contractual obligations, e.g. passing information on to forwarding agents or financial institutes responsible for the handling of payments.
  3. A further transmission of personal details does not take place, unless you have given your explicit permission.

9. Withholding, set-off, assignment

The order may only withhold or offset against Morita Europe with undisputed claims or claims res judicata resulting from the same contract. An assignment of claims of the orderer against Morita Europe to third parties is prohibited.

10. Reservation of proprietary rights, extended reservation of proprietary rights

  1. The delivered products remain property of Morita Europe until full payment of the purchase price, joint claims, resulting from the contract and, if legally allowed, all present and future claims resulting from the business relation between Morita Europe and the ordering party.
  2. The orderer is entitled to sell the products within the common course of business and only under reservation of proprietary rights. By way of security, the orderer hereby already and fully assigns all claims to Morita Europe, resulting from the resale to third parties, and all insurance claims due to loss or damage of the reserved product or due to tortuous act. Morita Europe is to accept the assignment. In case of seizure of property or other encumbrances, the orderer has to inform the third party about the reservation of proprietary rights, and has to report the former to Morita Europe immediately. In case of insolvency, the orderer also has to inform Morita Europe. Processing and alteration of the reserved product is carried out for Morita Europe by the orderer.

11. Guarantee

  1. If the delivered product is defective, the orderer may claim supplementary performance, namely rectification of the defective product or delivery of product, free from defects, according to legal regulations. Morita Europe is entitled to choose the way supplementary performance. If supplementary performance fails, the orderer may claim the reduction of the purchase price or may revoke from the contract, provided that you have fulfilled all examination and objection obligations, according to § 377 HGB (German Commercial Code).
  2. The limitation period for guarantee claims for the delivered product is 12 month after delivery. Limitation periods for damage claims remain untouched.
  3. Defect claims do not result from merely insignificant deviation from the agreed quality of the product, from merely insignificant impairment of the suitability, natural abrasion like damages caused by incorrect or negligent handling, excessive exposure, unsuitable operational supplements, defective construction works, unsuitable foundation soil or by outside influences which were not agreed upon in the contract.
    Additionally, defect claims do not result from inappropriate maintenance measurements or alterations or the consequences of such, if carried out by the orderer or third parties.

12. Liability

  1. We are liable for intention and gross negligence. Further, we are liable for negligent violations of duties whose fulfilment primarily enable the realization of the contract, whose violation jeopardises the achievement of the purpose of the contract and on which you, as the orderer, rely. The latter applies only in case of predictable damages, typical for this contract. We are not liable for negligent violations of third parties as mentioned above.
  2. The above mentioned limitations of liability do not apply in case of damage to live, body and health. Liability according to the product liability law remains untouched.

13. Contractual penalties

  1. If the orderer unlawfully refuses to fulfil his duties, according to the contract, or refuses to accept the performance agreed upon in the contract, or if the non-fulfilment of the contract is caused by the orderer, Morita Europe is entitled to revoke from the contract and may claim damages of 5 % of the net value of the product from the orderer.
  2. In case of minor damages, the burden of proof lies with the orderer. In case of severe damages, the burden of proof lies with Morita Europe.

14. Final regulations

  1. The law of the Federal Republic of Germany is applied, CISG not included.
  2. Place of fulfilment is Dietzenbach. Place of jurisdiction for all legal disputes related to that contract is Offenbach/Main.
  3. Should single provisions of this contract be invalid or contradictory to legal regulations, other provisions of this contract remain untouched. If the former mentioned regulations have legal gaps, they are to be filled with provision that meet the economic purpose of the contract.

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