Exclusion of Liability
Making General Data and Information Available:
Matrix GmbH endeavors to ensure the accuracy of the information published on its website. They do not, however, assume any liability or offer any guarantee for the timeliness, accuracy and completeness of the information and data that is made available there. The same is true for linked websites. Matrix GmbH is not responsible for their contents, nor does it have any influence over the contents. Matrix GmbH reserves the right to make changes or amendments to the information or data provided at any time without making any announcement of such in advance.
All of the elements (the texts, graphics, animations and sound) on this website are copyright protected and may only be used with prior consent from Matrix GmbH. Exceptions to this are news and press release information.
Content of the Original Offer:
Matrix GmbH does not assume any guaranty for the timeliness, accuracy, completeness or quality of the information that is provided. Liability claims against matrix GmbH that are associated with damages of a material or immaterial nature, and that are caused by the use or disuse of the information provided there, or that were caused by the use of erroneous or incomplete information are excluded as a rule, provided that Matrix GmbH is not at fault for any verifiable and intentional or gross negligence. All offers are subject to change and non-binding. Matrix GmbH reserves the express right to change, amend or delete either parts of the pages for the entire offer without making any separate announcement, or to either cancel the publication temporarily or permanently.
References and Links:
For direct or indirect references to other Internet pages ("links") that lie outside the responsibility of the author, a liability obligation would come into force exclusively in the case in which Matrix GmbH is aware of the contents and is technically capable of preventing, and it would be reasonable to expect they could prevent, the use of illegal content. Matrix GmbH hereby expressly states that at the time the links were established, it was not aware of any illegal content on the pages that were to be linked. Matrix GmbH has no influence on the current and future design, contents or authorship of the linked/referenced pages. Therefore it dissociates itself from all contents of all linked/connected pages that were changed after the link had been established. This declaration applies to all links,references and foreign entries in the matrix of guest books, discussion forums and mailing lists that have been established within its own internet offer. For illegal, incorrect or incomplete contents and especially for damages resulting from the use or disuse of such information lies solely with the provider of the page to which reference was made, not the one who has linked to these pages.
Copyright and Trademarks:
The Matrix GmbH makes every effort to consider the copyrights of the used graphics, sound documents, video sequences and texts that are used, to use graphics, audio documents, video sequences and texts it has created itself, or to use license-free graphics, sound documents, video sequences and texts in all publications. All brands and trademarks possibly protected by third parties on this website are subject without limitations to the provisions of applicable trademark law and the ownership rights of the respective registered owners. Mere mention alone does not imply that trademarks are not protected by third party rights! Copyright for any published material created by Matrix GmbH remains solely with Matrix GmbH. Reproduction or use of such graphics, sound documents, video sequences or text—whether in electronic or printed publications—is not allowed without the express permission of Matrix GmbH.
Inputting any personal or business data (email addresses, names, addresses) wherever it might be required for this Internet offer shall be done by the user on an expressly voluntary basis. If technically possible and reasonable, the use and payment of all offered services are permitted without specifying any personal data or by providing anonymized data or an alias.
Legal Validity of this Exclusion of Liability:
This exclusion of liability shall be regarded as part of the Internet offer referred to on this page. The remaining parts of this document remain unaffected in content and validity if sections or individual formulations of this text are not, no longer or do not completely correspond to current law.
Matrix GmbH General Terms of Delivery Regarding Entrepreneurs
§ 1 Scope and Validity
(1) All deliveries, services and offers of the Seller are subject to these general terms and conditions. These are an integral part of all contracts that the Seller enters into with his contract partners (hereinafter also referred to as "Customer") for goods or services offered by him, the Seller. They also apply to all future deliveries, services or offers to the customer, even if they have not been separately agreed on again.
(2) Customer or third-party terms and conditions do not apply, even if the seller does not object to its validity separately in any one particular case. Even if the seller refers to a letter containing the terms and conditions of the customer or a third party, this shall not constitute agreement with such terms and conditions.
§ 2 Offer and Conclusion of Contract
(1) All seller offers are subject to change and nonbinding, provided they have not been designated as being expressly binding or contain a specific acceptance period. The Seller can accept PO's or orders within 14 days of receipt.
(2) The current purchasing agreement, including these general terms and delivery conditions, is the only one that exclusively governs the legal relationship between the contractor and customer. This completely restores all agreements between the parties with regard to the subject matter of the contract. Verbal commitments from the seller prior to this agreement are legally binding and oral agreements between the parties will be replaced by the contract, unless it is expressly stated by them that they shall remain in force.
(3) Amendments or modifications to the affected agreements, including these general terms and conditions, shall be effective only in writing. With the exception of managing directors or authorized representative(s), none of the seller's associates or employees shall be entitled to make deviating or side oral agreements. Fax transmission is sufficient for complying with the written form; also, telecommunications, especially by e-mail, is not sufficient.
(4) Details from the seller regarding the object of delivery or performance (e.g., weights, dimensions, values, resilience, tolerance and technical data), including our representations of the same (e.g. drawings and illustrations) are not warranted characteristics, but rather are descriptions or designations of goods or services. Commercial deviations and variations that occur due to legal provisions or technical improvements, as well as the replacement of components by equivalent parts are permitted provided they do not affect the contractually intended purpose.
(5) The Seller retains the ownership or copyright on all the offers and cost estimates he has submitted, including the customer-provided drawings, diagrams, calculations, brochures, catalogs, models, tools and other documents and aids. The customer may not make these items available to third parties without express permission from the seller either in the form as just mentioned, or the contents of these types of items, nor is the customer allowed to disclose these contents, or to use the contents themselves or through third parties, or to reproduce the contents. At the seller's request, these objects must be returned in their entirety and any copies that may have been made must be destroyed if they are no longer required during the normal course of business, or if negotiations do not lead to the conclusion of a contract.
§ 3 Prices and Payment
(1) Prices are valid for the scope of services and deliveries listed in the order confirmations. Additional services or special services will be charged separately. Prices are in EURO ex works plus packing, VAT, including fees and other duties for export deliveries.
(2) If the prices agreed upon are based on the seller's list prices and the delivery is to be made for more than four months after conclusion of the contract, the seller's list prices that are valid upon delivery are the ones that shall be paid (in each case less an agreed percentage or fixed discount).
(3) Invoices are payable within 14 days without any deductions, unless other arrangements have been made in writing. The date of payment is considered the date that the seller receives the payment. Payment by check is not considered to have been transacted until the check has been cashed. If the customer has not rendered payment by the due date, then the outstanding amounts shall incur a 5% annual interest beginning with the day the payment was due. From the date the default goes into effect, the outstanding amounts shall incur a 10% annual interest rate; asserting claims for higher interest and further damages remains unaffected.
(4) Offsetting against the customer's counterclaims or withholding payments due to such claims shall be permissible only if the counterclaims are undisputed or legally binding.
(5) The seller is entitled to make outstanding deliveries or services against advance payment or security only if circumstances become known to him after the contract has been concluded, and these circumstances are likely to reduce the customer's credit significantly, and by which the payment of the seller's outstanding claims by the customer, which is based on the relevant contractual relationship (including other individual orders that are subject to the same framework agreement), is at risk.
§ 4 Delivery and Shipment Time
(1) Deliveries are ex works.
(2) The deadlines and dates promised by the seller regarding deliveries and services are always an approximation unless a set deadline or fixed date has been expressly promised or agreed on. If shipment has been agreed on, delivery periods and delivery deadlines refer the time and date when the goods have been handed over to the shipper, carrier, or other third parties responsible for transportation.
(3) The seller can—without prejudice to its rights under the customer defaults—demand from the customer an extension on the delivery periods or service periods or demand a postponement of the delivery periods and/or service periods by that amount of time that the customer did not fulfill his obligations toward the seller.
(4) The seller is not liable for the impossibility of delivery or for delays in delivery caused by force majeure or other unforeseeable events that might occur at the time the contract is concluded (e.g. malfunctions of any kind, difficulty in obtaining materials or energy, transport delays, strikes, lawful lockouts labor, energy or raw materials, difficulty in obtaining necessary regulatory approvals, governmental actions or missing, incorrect or late delivery by suppliers) that the seller is not responsible for. The seller is entitled to withdraw from the contract if such events make delivery or performance or impossible for the seller and the difficulty is not just temporary. For temporary hindrances, the delivery or performance deadlines shall be extended or the delivery or performance dates shall be postponed by the amount of time that the hindrance occurred plus a reasonable start-up period. If the customer cannot be expected to accept the delivery or service due to the delay, he can immediately cancel the contract by notifying the seller in writing.
(5) The seller is only entitled to deliver partial shipments if: – The customer can use the partial delivery as part of the contractual purpose – The customer can be assured of receiving the remaining goods that he ordered – The customer does not incur any significant added expenses or additional costs (unless the seller states that he is willing to assume these costs).
(6) If the seller should default on a delivery or service, or if making a delivery or performing a service should become impossible for whatever reason, then the seller's liability shall be limited to compensation for damages as defined under § 8 of these general terms and delivery conditions.
§ 5 Fulfillment, Shipping, Packaging, Transfer of Risk
(1) Place of all obligations related to this contractual relationship shall be carried out at the seller's location provided no other arrangements have been made.
(2) The shipping type and type of packaging are subject to the reasonable discretion of the seller.
(3) The latest point at which the risk is transferred to the customer is when the goods (this is considered when the goods are loaded for shipping) are transferred to the carrier, the freight carrier, or to whichever third-party is responsible for carrying out the shipment. This is also true for partial deliveries, or if the seller has also assumed responsibility for performing other services (e.g. shipping). If delivery or transfer is delayed due to circumstances for which the customer is responsible, risk transfers to the customer from that day starting when the delivery item is ready for shipment and the seller has notified the customer.
(4) Customer shall they are responsible for warehousing costs after transfer of risk. If the seller does the warehousing, then the warehousing costs shall amount to 0.25% of the invoiced amount for each full week that the delivery items that have to be warehoused. Enforcing claims and providing evidence of higher or lower warehousing costs remain reserved.
(5) The consignment shall be insured by the seller only at the customer's express request, and the seller shall assume costs related to preventing theft, breakage, transport, fire and water damage, or other insurable risks.
§ 6 Warranty, Defects
(1) The warranty period is one year from date of delivery.
(2) The delivered objects of delivery must be carefully inspected immediately upon receipt by the customer or by the third party acting on behalf of the customer. They shall be considered approved if the seller has not received any written complaints within seven business days of receipt of goods, or within seven days of discovery of a defect or any earlier date wherein the customer did not exercise close inspection upon receipt of the goods, and thus did not discover the defect until he used the delivered object during normal use, nor has received any complaints about defects with regard to apparent defects or any other defects that were apparent during the immediate, careful inspection of the goods upon receipt. At the seller's request, the goods that are being complained about shall be returned to the seller free of shipping charges. In case of justified complaint, the seller pays the costs for re-acquiring the goods by the cheapest means possible; this does not apply, however, if the costs increase because the delivery item is located at a place other than the place of intended use.
(3) In case of defective goods, the seller shall, within a reasonable period, be obligated and entitled to repair or replace the defective goods at his own discretion. In case f this fails, that is, it is impossible or unreasonable for the seller to repair or replace the item(s), or if the seller refuses to repair or replace the item(s), or if he delays for an unreasonable long period of time, then the customer has to right to cancel the contract or to reduce the purchase price by a reasonable amount.
(4) If the defect is the responsibility of the seller, then the customer has the right to demand compensation for damages as defined under the provisions defined under § 8.
(5) In case of defects in components that are the responsibility of other manufacturers that the seller cannot correct/eliminate for licensing or factual reasons, the seller shall at his discretion either lodge a warranty claim against the manufacturers and suppliers on behalf of customers or assign them to the customer. Warranty claims against the seller shall exist for such defects under other conditions and in accordance with these general terms and conditions only when the legal enforcement of the above-mentioned claims against the manufacturers and suppliers was unsuccessful or, for example due to insolvency, is hopeless. During the duration of the dispute, the statute of limitations for the customer's warranty claims are inhibited against the seller.
(6) The warranty is void if the customer modifies the delivery item without the consent of the seller, or has a third party alter it, rendering repair or replacement impossible or unreasonably difficult. In any case, the customer is responsible for paying any additional costs that result from correcting/eliminating the defect.
(7) A delivery that is agreed on with the customer on a separate basis shall be excluded for any type of warranty for defects.
§ 7 Industrial Property Rights
(1) Under this § 7, the seller shall ensure that the delivered item is free of industrial property rights or third-party copyrights. Each of the contract partners shall immediately notify the other contract partner(s) if he should become aware of any claims being lodged against him for violating these rights.
(2) In the case that the delivered item violates a third-party an industrial property right or copyright, the seller shall at his discretion and at its own expense, modify or replace the delivered item so that no rights of third parties are violated any longer, but shall do this so that the delivered item continues to meet the contractually agreed functions, or, the seller shall provide the customer with right of use upon concluding a license agreement with him. If he cannot do so within a reasonable period of time, the customer is entitled to withdraw from the contract or reduce the purchase price accordingly. Any claims for damages by the customer are subject to the restrictions as they are defined under § 8 of these general terms and conditions.
(3) When vendor-supplied products from other manufacturers violate property rights, the seller shall at his discretion assert after his claims against the manufacturers and suppliers on behalf of clients or assign them to the customer. In these cases, claims against the seller shall, according to § 7 in this document, exist only when the legal enforcement of the above-mentioned claims against the manufacturers and upstream suppliers was unsuccessful or is hopeless, e.g. due to insolvency.
§ 8 Liability for Damages due to Negligence
(1) The seller's liability for damages, regardless of the legal basis, especially impossibility, delay, defective or incorrect delivery, breach of contract, breach of duty in contract negotiations and tort, is restricted to matters of fault, in accordance with this § 8.
(2) The seller shall not be liable for damages in the case of simple negligence on the part of his institutions, legal representatives or other agents provided that the violation does not involve any contractual obligations. Integral contractual obligations are considered to be those duties whose fulfilment fundamentally enables the orderly performance of the agreement, and which the contractual parties should be able to expect everyone involved in the contract to comply with and follow.
(3) If the seller is liable for compensation for damages according to § 8 (2), this liability is limited to damages that the seller foresaw at the time the contract was concluded as a possible consequence of a breach, or are ones he should have foreseen if he had exercised due diligence and care. Indirect or consequential damages that result from defects in the delivery item can only be reimbursed or made good on if such damages are typically expected from normal use of the delivered item.
(4) In the case of liability for simple negligence, the liability of the seller for property damage and resulting loss of damage is limited to an amount of EUR 10,000,000.00 per event (corresponding to the current coverage of its product liability insurance or liability insurance), even if contractual obligations have been violated.
(5) The above exclusions of liability and limitations of liability apply to the same extent in favor of the institutions, legal representatives, employees and other agents of the seller.
(6) If the seller provides technical information or advice and such information or advice is not part of the contractually agreed scope, then he provides this information or advice free of charge and without incurring any liability.
(7) The limitations of this § 8 shall not apply to the seller's liability for having committed deliberate actions, for guaranteed characteristics, injury to life, limb or health or under the Product Liability Act.
§ 9 Retention of Title
(1) The following agreed retention serves to secure all existing current and future claims against the seller of the customers from the existing supply relationship between the parties (including balance claims from a current account limited to this supply relationship).
(2) That the goods the seller delivered to the customer remain the property of the seller until all secured claims have been paid for in full. The goods covered by this clause and retention of title shall hereinafter be referred to as reserved goods.
(3) The customer shall store the reserved goods for the seller free of charge.
(4) The customer is entitled to process and sell the reserved goods until the the liquidation event (Section 9) by conducting normal business transactions. Pawning and transfer of ownership are not permissible.
(5) If the reserved goods are processed by the customer, it is agreed that they shall be processed on behalf and for the account of the seller, and the seller shall immediately acquire the property or—if the property of several owners is being processed or the value of the processed item is higher than the value of reserved goods—the co-ownership (fractional ownership) of the newly created object in the ratio of the value of goods to the value of the newly created item. In the event that the seller should not acquire ownership, then for security purposes, the customer shall transfer to the seller his now future property, or—as stated in the above-mentioned relationship—his coownership in the newly created item. If the reserved goods are combined with other items to form a single unit or are irretrievably mixed together and the item is then viewed as a main item among the other items, then, if the seller owns the item, the seller shall transfer to the customer his percentage of the coownership in the single item as defined in the relationship described in sentence 1.
(6) In the case that the goods are resold, the customer hereby assigns to the seller by way of security the resulting damage claim against the purchaser—in the event of the seller's coownership in the reserved goods—his portion according to his portion of the coownership. The same applies to other claims that take the place of the reserved goods or which otherwise arise in terms of the reserved goods, such as insurance claims or tort claims for loss or destruction. The seller authorizes the customer to collect the claims assigned to the vendor in its own name. The seller may revoke this authorization only in the event of liquidation.
(7) If third parties seize the reserved goods, in particular through pawning, the customer will immediately indicate the seller's property, and inform the seller of this in order to enable it to enforce its property rights. If the third party is not able to reimburse the seller for the judicial or extrajudicial costs incurred in this context, then the customer is liable for the seller.
(8) The seller shall release the reserved goods and the superseding items or claims at the customer's request at its discretion insofar as their value exceeds the amount of the secured claims by more than 50%.
(9) If the seller cancels the contract for breach of contract by the customer (a liquidation event)—defaulting on payment in particular—then he is entitled to reclaim the reserved goods.
§10 Final Provisions
(1) In the event that the customer is a merchant, a legal entity under public law or a public special assets, the place of jurisdiction for any disputes arising from the business relationship between the seller and the buyer, and it shall be up to the seller to decide whether the seller's location of business or the customer's location of business shall be the place of jurisdiction. For claims against the seller, the seller's place of business shall be the place of exclusive jurisdiction. Mandatory statutory provisions on exclusive jurisdiction remain unaffected by this provision.
(2) The relationships between the seller and the customer are exclusively subject to the laws governing the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods dated April 11th 1980 (CISG) does not apply.
(3) If one of the provisions of this contract or these general terms and conditions should prove an invalid, void or unenforceable, then the remaining provisions shall remain unaffected. The parties are obligated to agree on a valid and enforceable provision to replace the invalid, void or unenforceable provision, which must approach the economic purpose of the invalid, void or unenforceable provision as closely as possible. This applies mutatis mutandis in the event of a lacuna.
The buyer acknowledges that the seller collects data from the contract relationship pursuant to § 28 of the Federal Data Protection Act for the purpose of data processing, and reserves the right to communicate this data to third parties, to the extent necessary for fulfilling the provisions of the contract (e.g. insurances).