General Terms and Conditions

1. General provisions

   1. These General Terms and Conditions of Sale (hereinafter: GTC) apply exclusively to business relationships between mah-ATN GmbH (hereinafter: mah-ATN) and its customers in connection with the delivery of goods, in the version valid at the time of the order. The customer's general terms and conditions apply only if mah-ATN has expressly agreed to them. This requirement of express agreement applies in all cases, for example, even if mah-ATN carries out delivery to the customer without reservation despite being aware of the customer's general terms and conditions.

   2. These terms and conditions apply only to entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law.

   3. Reference to a written declaration within these terms and conditions is to be understood as "text form" within the meaning of § 126b of the German Civil Code (BGB); i.e., in particular, that transmission by email is sufficient.

2. conclusion of contract

   1. All offers from mah-ATN are subject to change and non-binding; in particular, mah-ATN reserves the right to sell the goods to another party before a contract is concluded. When mah-ATN informs the customer about goods or makes offers in any other way, mah-ATN is not submitting a binding offer to conclude a contract, but rather inviting the customer to submit a binding offer. The same applies when mah-ATN provides the customer with price lists, catalogs, product descriptions, or other documents – including those in electronic form.

   2. The customer's order constitutes a binding offer to enter into a contract. Orders can be placed by email, letter, telephone, or fax. If the order is placed via the online shop on the website... https://www.mah.de/, then the special provisions in section III apply.

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

   4. Verbal statements made by mah-ATN employees do not constitute acceptance of the contract. Furthermore, verbal agreements with mah-ATN employees (including field staff and those working on-site) are only binding after written confirmation from mah-ATN.

3. Orders in the online shop

   1. When the customer places an order in the online shop on the website https://www.mah.de/ If the user uses this section, the following provisions of this section III shall apply.

   2. Before placing an order, the customer creates a user account on the website. Registration may only be carried out by a person who is authorized to do so under the articles of association, by law, or otherwise. mah-ATN activates the customer's user account and informs the customer accordingly. The customer has no right to activation; in particular, mah-ATN is entitled to refuse the customer's registration.

   3. By placing the goods in the online shop, mah-ATN does not make 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 they intend to purchase in the 'shopping cart'. The customer can access the 'shopping cart' via the corresponding button in the navigation bar and make changes there at any time.

      2. After accessing the 'Checkout' page, the customer can change the saved data for the billing and delivery address.

      3. Before submitting the order, the customer has the opportunity to review all information again, change it (also via the 'back' function of the internet browser) or cancel the purchase.

      4. By submitting the order via the 'buy now' button, the customer makes a legally binding offer. The order can only be submitted if the customer accepts these terms and conditions by checking the box 'I have read the privacy policy. I have also read and agree to the terms and conditions. I confirm that I am acting as a business owner or on behalf of a business.'

      5. After the customer places the order, mah-ATN sends the customer an email confirming receipt of the order. This order confirmation does not yet constitute acceptance of the offer. The contract is only concluded upon mah-ATN's order confirmation by email or letter.

   5. Order processing and the transmission of all information required in connection with the conclusion of the contract are regularly carried out via email. The customer must therefore ensure that the email address they have provided is correct, that the receipt of emails is technically guaranteed, and in particular, that it is not prevented by spam filters.

   6. The full contract text is not stored by mah-ATN after the contract is concluded. Before submitting the order, the customer can print the contract details using the browser's print function or save them electronically.

4. Prices, payment terms, customer payment default

   1. Prices are ex works mah-ATN, excluding packaging, shipping, customs duties and other public charges, and plus statutory VAT.

   2. Advance payment may be required 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 done so on time.

   3. The customer is in default upon expiry of the payment deadline. A discount is only granted if mah-ATN states this in the order confirmation.

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

5. Delivery deadlines; delay

   1. Delivery deadlines are only binding if agreed upon in writing or specified by mah-ATM upon acceptance of the order. Adherence to delivery deadlines is contingent upon the timely receipt of all documents to be provided by the customer, as well as compliance with the agreed payment terms. If these conditions are not met in a timely manner, the deadlines will be extended accordingly, unless mah-ATM is responsible for the delay.

   2. Prior to payment of all outstanding and undisputed invoice amounts, including costs and interest, or in the event of unjustified refusal by the customer to accept previous deliveries, mah-ATN is not obligated to make any further deliveries under any existing contract. Agreed delivery deadlines are suspended in this case until payment is received.

   3. mah-ATN reserves the right to cancel the order if the ordered goods are not in stock because mah-ATN, through no fault of its own, is not supplied by a reliable supplier despite having placed a matching order. In this case, mah-ATN will inform the customer immediately of the unavailability and promptly 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, government actions, labor or material shortages, embargoes, and strikes – (hereinafter referred to as "Force Majeure"), the delivery period will be extended by the duration of the Force Majeure event. The customer has no rights or claims against mah-ATN for any delay in delivery caused by the occurrence of Force Majeure. This also applies if Force Majeure occurs at a supplier of mah-ATN. If a delay in delivery already exists at the time the Force Majeure event occurs, mah-ATN is not liable for any delay that occurs during the period of Force Majeure. If the customer is not responsible for the delay in delivery and the delay lasts more than three months, the customer is entitled to withdraw from the contract.

   5. The customer is obliged to declare, upon request from mah-ATN and within a reasonable period, whether he is withdrawing from the contract due to the delay in delivery or insisting on delivery.

6. delivery, transfer of risk

   1. Delivery is made from the warehouse in Baierbrunn, which is also the place of performance for the delivery and any subsequent performance.

   2. mah-ATN selects the method of shipment (especially the transport company and shipping route).

   3. The risk of accidental loss or damage to the goods passes to the customer as soon as they are handed over to the carrier or the customer is in default of acceptance.

   4. If the customer defaults on acceptance, fails to cooperate, or if delivery by mah-ATN is delayed for other reasons attributable to the customer, the entire purchase price becomes due immediately, regardless of any agreed payment terms. Furthermore, mah-ATN is entitled to claim compensation for damages incurred as a result of the delay, including additional expenses (e.g., storage costs).

7. Retention of title

   1. All delivered goods remain the property of mah-ATN (hereinafter referred to as "reserved goods") until all claims and demands, including all outstanding balances from current accounts, to which mah-ATN is entitled against the customer – regardless of the legal basis – have been satisfied. If the value of all security rights to which mah-ATN is entitled exceeds the amount of all secured claims by more than ten percent (10%), mah-ATN will release a portion of the security rights at the customer's request; mah-ATN has the right to choose which security rights are to be released.

   2. During the period of retention of title, the customer is prohibited from pledging or assigning the goods as security, and resale is only permitted to resellers in the ordinary course of business and only on the condition that the customer, as a reseller, receives payment from his customer or stipulates that title to the goods will only pass to his customer once the latter has fulfilled his payment obligations.

   3. If the customer resells goods subject to retention of title, he hereby assigns to mah-ATN, as security, all future claims and ancillary claims arising from the resale against his customers – including any balance claims. If the goods subject to retention of title are resold together with other items without a separate price being agreed for the goods subject to retention of title, the customer assigns to mah-ATN that portion of the total price claim which corresponds to the price of the goods subject to retention of title invoiced by mah-ATN.

   4. The customer is permitted to process the goods subject to retention of title or to mix or combine them with other items. Such processing is carried out on behalf of mah-ATN. The new item is considered goods subject to retention of title.

mah-ATN and the customer hereby agree that if the goods are combined or mixed with other items not belonging to the customer, mah-ATN shall in any case be entitled to co-ownership of the new item in proportion to the ratio of the value of the combined or mixed goods subject to retention of title to the value of the other goods at the time of combination or mixing. The new item shall be considered goods subject to retention of title to that extent.

The provision regarding the assignment of claims according to clause VII 3 also applies to the new item, whereby the assignment is only made up to the amount corresponding to the value of the processed, combined or mixed goods subject to retention of title invoiced by the customer.

1. 5. The customer shall store the goods subject to retention of title for mah-ATN with the care of a prudent merchant; he shall insure them at his own expense.

   6. Until revoked, the customer is authorized to collect assigned receivables. If there is a compelling reason (e.g., cessation of payments; indications of over-indebtedness, etc.), mah-ATN is entitled to revoke the collection authorization. In the event of revocation, mah-ATN may demand that the customer disclose the assigned receivables and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. Furthermore, after prior notice, mah-ATN may itself disclose the security assignment and realize the assigned receivables.

   7. In the event of attachments or other interventions by third parties, the customer must notify mah-ATN immediately. The customer must provide mah-ATN with all information and documents necessary to assert its rights.

   8. In the event of a breach of contract by the customer, particularly in the case of late payment, mah-ATN is entitled, after the unsuccessful expiry of a grace period granted to the customer for performance, to withdraw from the contract and/or demand the return of the goods subject to retention of title; the statutory provisions regarding the dispensability of setting a grace period remain unaffected. The demand for return does not automatically constitute a declaration of withdrawal; rather, mah-ATN is entitled to demand only the return of the goods and reserve the right to withdraw from the contract.

2. Claims for defects

   1. The statutory provisions apply to the customer's rights in the event of material defects and defects of title, unless otherwise stipulated in these Terms and Conditions. The statutory special provisions regarding recourse claims remain unaffected by the deviating provisions in these Terms and Conditions, unless the claim is for damages.

   2. Advertising claims and product descriptions in the mah-ATN catalog do not constitute specifications. The agreed-upon quality is solely determined by the content of the order confirmation. No warranties are given. Deviations from samples that are customary in the trade, industry, or specific to the product do not constitute a defect. Color variations, differences in texture, pore size, etc., are typical of natural products (leather, hides) and do not constitute a defect.

   3. Unless otherwise agreed, mah-ATN is only obliged to deliver the goods free from third-party industrial property rights and copyrights (hereinafter referred to as "intellectual property rights") in the country of the place of delivery.

   4. The customer's warranty claims are contingent upon their compliance with their statutory obligations to inspect and report defects. For goods intended for installation or attachment to other items, an inspection must be carried out immediately before processing. If an obvious (including incorrect or short deliveries) or hidden defect is discovered during the inspection or later, the customer must notify mah-ATN in writing without undue delay. Notification is considered immediate if it is given within one week of delivery, or, in the case of hidden defects, within one week of their discovery. Timely dispatch of the notification is sufficient to meet this deadline. If the customer fails to inspect and/or report the defect, all warranty claims against mah-ATN are excluded. For goods intended for installation or attachment to other items, this also applies if the defect only becomes apparent after processing due to a breach of these obligations; in this case, the customer has no claim for reimbursement of corresponding removal and installation costs.

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

   6. The customer's claims due to an infringement of intellectual property rights are excluded to the extent that the infringement is caused by specific instructions from 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. Otherwise, in the event of an infringement of intellectual property rights, mah-ATN will, at its own discretion and expense, either obtain a right of use for the goods in question, modify them so that the intellectual property right is not infringed, or replace them. If this is not possible for mah-ATN under reasonable conditions, the customer is entitled to the statutory rights of withdrawal or price reduction.

   7. The customer must give mah-ATN the time and opportunity necessary for the required subsequent performance and, in particular, must hand over the goods in question for inspection purposes.

   8. mah-ATN is entitled to make the required supplementary performance contingent upon the customer paying the outstanding purchase price. However, the customer is entitled to withhold a portion of the purchase price proportionate to the defect. If the supplementary performance fails twice, or if a reasonable deadline set by the customer for supplementary performance expires without success, or if supplementary performance is unnecessary according to statutory provisions, the customer may withdraw from the contract or reduce the purchase price. However, there is no right of withdrawal in the case of an insignificant defect.

   9. The customer's claims for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor, and material costs, are excluded to the extent that the expenses increase because the goods were subsequently moved to a location other than the customer's place of business, unless such relocation corresponds to the intended use of the goods. If no defect actually exists, mah-ATN may demand reimbursement of all costs incurred as a result of the request for rectification (in particular, inspection and transport costs), unless the lack of a defect was not apparent to the customer.

   10. Claims for damages due to a defect exist in accordance with clause IX and are otherwise excluded.

3. Claims for damages

   1. The customer's claims for damages are excluded. Notwithstanding the foregoing, mah-ATN is liable in accordance with statutory provisions in the following cases:

      1. Customer claims for damages arising from injury to life, body or health, and

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

      3. Claims for damages by the customer arising from a significant breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer regularly relies and may rely); in this case, however, mah-ATN's liability is limited to compensation for foreseeable, typically occurring damages if the damage was caused by simple negligence.

   2. The limitation of liability resulting from clause IX 1 also applies to the personal liability for damages of the employees, workers, staff, suppliers, subcontractors, representatives and vicarious agents of mah-ATN.

   3. The limitation of liability arising from clause IX 1 does not apply if mah-ATN has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods. The limitation of liability also does not apply if mah-ATN has entered into an agreement with the customer regarding the quality of the goods. Furthermore, claims under the Product Liability Act or other mandatory law remain unaffected.

4. limitation

   1. The general limitation period for claims arising from material defects and defects of title is one (1) year from the transfer of risk. This does not affect special statutory provisions regarding limitation periods (in particular Sections 438 para. 3, 445b of the German Civil Code).

   2. Claims for damages by the customer pursuant to clause IX.1.a) and clause IX.1.b) as well as under mandatory law shall be subject exclusively to the statutory limitation periods.

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

5. Intellectual property rights

mah-ATN does not transfer any intellectual property rights, in particular no copyrights or design rights, to the delivered goods or to any documents provided (such as product descriptions, catalogs, digital and physical sample cards). The customer respects mah-ATN's intellectual property rights contained in the goods and documents. The customer will use the goods only in the contractually agreed and customary commercial manner and, in particular, will not reproduce, reverse engineer, or imitate them.

12. Final provisions

    1. The contract, including its interpretation, is subject to German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

    2. The exclusive place of jurisdiction for all disputes arising directly or indirectly from this contractual relationship is Munich. However, mah-ATN is also entitled to bring legal action at the customer's place of business. Mandatory statutory provisions, in particular those concerning exclusive jurisdiction, remain unaffected.

    3. Contract language is German.

    4. Should one or more provisions of these Terms and Conditions be or become invalid or unenforceable, or should these Terms and Conditions contain a gap, the remaining provisions of these Terms and Conditions shall remain unaffected. The parties undertake to replace the invalid provision with another provision that corresponds to the economic intent and purpose of the valid provision. No oral side agreements have been made. Amendments to these Terms and Conditions must be in writing to be effective.