General Terms and Conditions of Business and Sale

of

MTRIX GmbH

Stadtkoppel 23a

21337 Lüneburg

§ 1 General - Scope of application

(1) Our General Terms and Conditions of Business and Sale ("GTC") apply to all business relationships with our customers. Unless otherwise agreed, the GTC in the version valid at the time of the customer's order or in any case in the version last communicated to the customer in text form shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.

(2) The GTC shall apply exclusively; general terms and conditions of the customer that conflict with, supplement or deviate from our GTC shall not become part of the contract unless we have expressly agreed to their validity at least in text form. This requirement of consent shall apply in any case and in particular also if we perform a service to the customer without reservation or accept a service of the customer without reservation in the knowledge of conflicting, supplementary or deviating general terms and conditions of the customer. This shall also apply if the customer refers to its general terms and conditions of business when concluding the contract and we do not expressly object to this.

(3) Our terms and conditions apply only to entrepreneurs (§ 14 BGB), legal entities under public law or special public assets within the meaning of § 310 para. 1 BGB.

(4) Individual agreements with the customer take precedence over these terms and conditions (§ 305b BGB). The content of such agreements is, subject to contrary evidence, determined by a written contract or a written confirmation from us.

(5) Legally significant declarations and notifications from the customer regarding the contract (e.g., setting deadlines, reporting defects, withdrawal or reduction) must be made in writing. No oral side agreements have been made. Changes, additions, and the cancellation of this contract or its components also require at least written form. This also applies to a change of this clause itself. Written form in the sense of these terms and conditions includes, unless otherwise agreed, written and text form (e.g., letter, email, fax). Legal formal requirements and further evidence, especially in case of doubts about the legitimacy of the declarant, remain unaffected.

(6) References to the applicability of statutory provisions have only a clarifying significance. Even without such clarification, the statutory provisions apply, as far as they are not directly amended or expressly excluded in these terms and conditions.

§ 2 Conclusion of contract

(1) Our offers are non-binding and subject to change. This also applies if we have provided the customer with catalogs, technical documentation, other product descriptions, or documents – even in electronic form – for which we reserve ownership and copyright rights. By submitting an order, the customer makes a binding offer within the meaning of § 145 BGB.

(2) The contract with us is concluded when we accept the customer's offer in text form within 5 days or send the ordered goods. The relevant time is the moment the acceptance declaration or the goods reach the customer.

§ 3 Prices - Terms of payment - Prepayment

(1) Unless otherwise stated in the order confirmation, our prices apply from our business location plus packaging and shipping; these costs will be invoiced separately.

(2) The statutory value-added tax is not included in our prices; it will be shown separately at the statutory rate on the invoice date.

(3) The deduction of discounts requires a separate agreement at least in text form.

(4) Our prices are due immediately unless otherwise agreed and must be paid within 10 days of the invoice date without deductions. However, even within the framework of an ongoing business relationship, we are entitled at any time to perform a service wholly or partially only against advance payment. We will declare a corresponding reservation at the latest with the order confirmation. For payments by credit card and via PayPal, we already declare the advance payment reservation. Upon expiration of the aforementioned or separately agreed payment period, the customer will be in default. During the default period, the outstanding amount will accrue default interest at a rate of 9% above the respective base interest rate of the European Central Bank. We reserve the right to assert further default damages. Our claim for commercial default interest (§ 353 HGB) remains unaffected in relation to merchants. Any credits will always be made after deducting the discounts and other reductions granted on the invoice amount.

(5) The customer has the right to offset or withhold only to the extent that his claim is legally established or undisputed. In the case of defects in delivery, the buyer's counter-rights remain unaffected, especially according to these GTC.

(6) If it becomes apparent after the conclusion of the contract (e.g., through an application for the opening of insolvency proceedings) that our claim for the price is jeopardized by the customer's lack of performance capability, we are entitled to refuse performance according to the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract (§ 321 BGB). The statutory regulations regarding the dispensability of setting a deadline remain unaffected.

§ 4 Delivery, place of performance, transfer of risk, acceptance, default of acceptance

(1) The delivery takes place, unless otherwise agreed, from our place of business, which is also the place of performance for the delivery and any subsequent fulfillment. At the request and expense of the customer, the goods will be shipped to another destination (shipment purchase). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular, the carrier, shipping method, packaging) ourselves. 

(2) If the customer is in default of acceptance, culpably violates cooperation obligations, or if our delivery is delayed for other reasons for which the customer is responsible, we are entitled to demand compensation for the damage incurred, including any additional expenses (e.g., storage costs). Further claims remain reserved. 

(3) The risk of accidental loss and accidental deterioration of the goods passes to the customer at the latest upon handover. In the case of a shipment purchase, however, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, already passes upon delivery of the goods to the carrier, the freight forwarder, or any other person or institution designated for the execution of the shipment. If an acceptance is agreed upon, this is decisive for the transfer of risk. The statutory provisions of contract law also apply accordingly to an agreed acceptance. The same applies if the customer is in default of acceptance. 

§ 5 Transport damage

(1) The customer is obliged to have any visible transport damage confirmed by the carrier upon acceptance. The receipt for the damage must be submitted to us immediately, at least in text form. 

(2) Unconfirmed open defects cannot be recognized later and are also not insured. If it is a hidden transport damage or defect, it must be reported immediately, at least in text form, to the carrier, and the recourse claims must be registered with the carrier. Please provide us with proof of the registration of the hidden defect immediately. 

§ 6 Liability

(1) Customer claims for damages – regardless of the legal basis – are excluded. Excluded from this are customer claims for damages arising from injury to life, body, health, or from the violation of essential contractual obligations (cardinal obligations) as well as liability for other damages that are based on intentional or grossly negligent breaches of duty by us, our legal representatives, or agents. Essential contractual obligations are those whose fulfillment is a prerequisite for the execution of the contract and on which the customer relies and may rely. 

(2) In the event of a violation of essential contractual obligations, the provider is only liable for the typical, foreseeable damage if it was caused by simple negligence, unless it concerns customer claims for damages arising from injury to life, body, or health. 

(3) The limitations of paragraphs 1 and 2 also apply in favor of the legal representatives and agents of the provider when claims are made directly against them. 

(4) Die sich aus Abs. 1 und 2 ergebenden Haftungsbeschränkungen gelten nicht, soweit der Anbieter den Mangel arglistig verschwiegen oder eine Garantie für die Beschaffenheit der Sache übernommen hat. Das gleiche gilt, soweit der Anbieter und der Kunde eine Vereinbarung über die Beschaffenheit der Sache getroffen haben. Die Vorschriften des Produkthaftungsgesetzes bleiben unberührt. 

§ 7 Warranty for defects

(1) Für die Rechte des Kunden bei Sach- und Rechtsmängeln (einschließlich Falsch- und Minderlieferung sowie unsachgemäßer Montage/Installation oder mangelhafter Anleitungen) gelten die gesetzlichen Vorschriften, soweit nachfolgend nichts anderes bestimmt ist. In allen Fällen unberührt bleiben die gesetzlichen Bestimmungen über den Verbrauchsgüterkauf (§§ 474 ff. BGB) und die Rechte des Käufers aus gesondert abgegebenen Garantien insbesondere seitens des Herstellers. 

(2) Grundlage unserer Mängelhaftung ist vor allem die über die Beschaffenheit und die vorausgesetzte Verwendung der Ware (einschließlich Zubehör und Anleitungen) getroffene Vereinbarung. Als Beschaffenheitsvereinbarung in diesem Sinne gelten alle Produktbeschreibungen und Herstellerangaben, die Gegenstand des einzelnen Vertrages sind oder von uns (insbesondere in Katalogen oder auf unseren Internetseiten) zum Zeitpunkt des Vertragsschlusses öffentlich bekannt gemacht waren. Soweit die Beschaffenheit nicht vereinbart wurde, ist nach der gesetzlichen Regelung zu beurteilen, ob ein Mangel vorliegt oder nicht (§ 434 Abs. 3 BGB). Öffentliche Äußerungen des Herstellers oder in seinem Auftrag insbes. in der Werbung oder auf dem Etikett der Ware gehen dabei Äußerungen sonstiger Dritter vor. 

(3) For goods with digital elements or other digital content, we are only obligated to provide and, if necessary, update the digital content to the extent that this is expressly stated in a quality agreement according to paragraph 2. We do not assume any liability for public statements made by the manufacturer or other third parties. 

(4) We are not liable for defects that the customer is aware of or grossly negligent in not being aware of at the time of contract conclusion (§ 442 BGB). The customer's claims for defects require that, as far as it is a purchase contract that is a commercial transaction for both parties, the customer has duly fulfilled their inspection and notification obligations in accordance with § 377 HGB. If the customer fails to conduct a proper inspection and/or notify of defects, our liability for the defect that was not reported or not reported in a timely or proper manner is excluded according to statutory provisions. 

(5) If the delivered item is defective, we can initially choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a non-defective item (replacement delivery). If the type of subsequent performance we choose is unreasonable for the customer in the individual case, they may refuse it. Our right to refuse subsequent performance under the statutory conditions remains unaffected. We are entitled to make the owed subsequent performance dependent on the customer paying the due purchase price. However, the customer is entitled to withhold a portion of the purchase price that is reasonable in relation to the defect. We may demand reimbursement of the costs incurred from an unjustified request for defect removal by the customer if the customer knew or should have recognized that there was actually no defect.

(6) Customer claims for reimbursement of expenses according to § 445a Abs. 1 BGB are excluded, unless the last contract in the supply chain is a consumer goods purchase (§§ 478, 474 BGB) or a consumer contract for the provision of digital products (§§ 445c S. 2, 327 Abs. 5, 327u BGB). Customer claims for damages or reimbursement of futile expenses (§ 284 BGB) exist even in the case of defects in the goods only in accordance with these GTC.

(7) The limitation period for claims for defects is 12 months for new goods, calculated from the transfer of risk. The above limitation period of the sales law also applies to contractual and non-contractual claims for damages of the customer based on a defect in the goods, unless the application of the regular statutory limitation (§§ 195, 199 BGB) would lead to a shorter limitation period in the individual case. Customer claims for damages based on intentional or grossly negligent breach of duty or the Product Liability Act, as well as those for damages resulting from injury to life, body, and health, are subject exclusively to the statutory limitation periods.

§ 8 Retention of title

(1) We reserve ownership of the sold goods until full payment of all our current and future claims arising from the contract and an ongoing business relationship (secured claims). In the event of a breach of contract by the customer, particularly in the case of default in payment of the due purchase price, we are entitled to withdraw from the contract and/or demand the goods based on the retention of title according to statutory provisions. The return of the purchased item by us constitutes a withdrawal from the contract. After the return of the purchased item, we are entitled to its utilization, and the proceeds from the utilization will be credited to the customer's liabilities – minus reasonable utilization costs.

(2) The customer is obliged to handle the purchased item with care; in particular, he is obliged to insure it at his own expense against fire, water, and theft damage to its full value and to provide us with sufficient proof of the insurance contract upon our request without delay, at least in text form. If maintenance and inspection work is required, the customer must carry it out in a timely manner at his own expense. 

(3) The goods subject to retention of title may not be pledged to third parties or transferred as security before the secured claims have been fully paid. The buyer must notify us without delay, at least in text form, if an application for the opening of insolvency proceedings is filed or if third parties (e.g., seizures) access the goods belonging to us. If the third party is unable to reimburse us for the judicial and extrajudicial costs of any lawsuit filed in accordance with § 771 ZPO, the customer is liable for these costs. 

(4) The customer is entitled, until revoked, to resell and/or process the purchased item in the ordinary course of business. The retention of title extends to the products created by processing, mixing, or combining our goods to their full value, whereby we are considered the manufacturer. If, in the case of processing, mixing, or combining with third-party goods, their ownership rights remain, we acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. Furthermore, the same applies to the resulting product as to the goods delivered under retention of title. The customer hereby assigns to us all claims in total or to the extent of our possible co-ownership share as security, which arise from the resale against its buyers or third parties, regardless of whether the purchased item has been resold without or after processing. We accept the assignment. The obligations of the buyer mentioned in paragraph 3 also apply in regard to the assigned claims. The customer remains authorized to collect these claims even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the customer fulfills its payment obligations, does not fall into default, we do not assert the retention of title by exercising a right according to paragraph 1, and in particular, no application for the opening of a composition or insolvency proceeding has been filed or payment cessation exists. If this is the case, we can demand that the customer informs us of the assigned claims and their debtors, provides all necessary information for collection, hands over the relevant documents, and notifies the debtors (third parties) of the assignment. Furthermore, in this case, we are entitled to revoke the customer's authority to further resell and process the goods subject to retention of title.

(5) We commit to releasing the securities owed to us at the request of the customer to the extent that the realizable value of our securities exceeds the secured claims by more than 10%; the selection of the securities to be released is at our discretion. 

§ 9 Reference naming and use of customer logos

(1) MTRIX GmbH is entitled to name the customer as a reference customer using its company name and corporate logo. This particularly applies to the presentation on the MTRIX GmbH website, in presentations, offer documents, marketing materials, as well as in the context of press and public relations. 

(2) The customer grants MTRIX GmbH a non-transferable, non-exclusive, royalty-free, and worldwide license to use the company name, the corporate logo, and any trademarks of the customer solely for reference and marketing purposes. 

(3) The customer can object to the use of their name or logo at any time with effect for the future in text form. 

§ 10 Final provisions

(1) If the customer is a merchant, a legal entity under public law, or a public law special fund, or does not have a general jurisdiction in the country, our place of business is the place of jurisdiction; however, we are entitled to initiate legal proceedings at the general jurisdiction of the customer as well. Priority statutory provisions, particularly regarding exclusive jurisdictions, remain unaffected. 

(2) The law of the Federal Republic of Germany applies exclusively; the applicability of the UN Sales Convention and German conflict of laws is excluded. 

(3) If a provision of the contract is or becomes ineffective or unenforceable or if the contract contains a gap, the validity of the contract in other respects shall not be affected. These regulations do not merely involve a reversal of the burden of proof, but exclude the application of § 139 BGB. In the case of a gap, the effective and enforceable provision that comes closest to the legal and economic objective of the contract shall be deemed agreed.