of Merida & Centurion Germany GmbH

Version 07/2021


   Table Of Contents

  1. Validity,  Defense Clause, Written Form
  2. Conclusion Of Contract
  3. Prices, Terms Of Payment
  4. Delivery, Transfer Of Risk, Acceptance
  5. Retention Of Title, Security Rights
  6. Claims In Case Of Defects
  7. Liability For Damages And Reimbursement Of Expenses
  8. Limitation Period For Claims For Defects And Compensation
  9. Force Majeure
  10. Final Provisions

1. Validity,  Defense Clause, Written Form

1.1 Our terms and conditions shall only apply to entrepreneurs (§ 14 German Civil Code, BGB), legal entities under public law and special funds under public law. These terms and conditions shall apply exclusively to all our deliveries, including future deliveries. Deviating or additional terms and conditions of the customer shall not be binding on us, even if we do not object to them in individual cases, unless we expressly acknowledge them. In this case, they shall only apply to the respective individual contract.

1.2 Any written form specified below shall also be deemed to be complied with by text form.

2. Conclusion Of Contract

2.1 Our offers are always subject to change without notice, unless expressly designated as binding. The customer shall be bound by its order for two weeks from the date of receipt by us.

2.2 Orders as well as changes to orders shall only be accepted by us once we have confirmed them. The receipt of a delivery bill or an invoice by the customer as well as the execution of the delivery shall be deemed as confirmation. If the customer has any objections to the content of a confirmation, the customer must object to it without undue delay; otherwise, the contract shall be concluded upon acceptance of the delivery in accordance with the confirmation.

2.3 The customer shall be responsible for checking its order and all contractual documents for completeness, correctness and suitability for its intended purpose.

2.4 The conclusion of the contract is subject to the reservation of self-delivery. This shall not apply if we are responsible for the non-delivery or incorrect delivery, in particular if we have not concluded a congruent purchasing transaction. We shall inform the customer without delay of the non-availability of the goods and reimburse any consideration paid without delay.

2.5 Our information on the delivery item (e.g. weights, dimensions, load-bearing capacity, tolerances and technical data) as well as our representations are only approximately, unless the usability for the contractually intended purpose requires an exact match. Deviations customary in the trade and those which are made on the basis of legal regulations or represent technical improvements, as well as the replacement of components by equivalent parts, are permissible insofar as they do not impair the usability for the contractually intended purpose.

3. Prices, Terms Of Payment

3.1 Our prices are based on the list price valid on the day of conclusion of the contract plus the statutory value-added tax ex works and do not include packaging and transport costs. Incidental costs shall be charged upon proof.

3.2 Insofar as the prices are based on our list prices, we shall be entitled to increase the price if delivery is not to take place until more than four months after conclusion of the contract or if delivery cannot take place for reasons for which the customer is responsible. We shall also be entitled to increase the price if our costs, in particular prices for material, collectively agreed wages, statutory and collectively agreed social benefits and freight costs, increase after the conclusion of the contract and the delivery is to be made more than one month after the conclusion of the contract or can be made for reasons for which the customer is responsible.

3.3 Our claims are due immediately and payable within 30 days from the date of invoice without deduction in EURO. We shall grant a discount only after separate agreement. In the event of default in payment, we shall have the statutory rights.

3.4 If the customer is in arrears with a payment for more than two weeks, if the customer has suspended its payments or if it becomes apparent after the conclusion of the contract that our claims are at risk due to the customer‘s inability to pay, we may declare our claims from all contracts immediately due for payment. For undelivered goods, we may set a reasonable deadline for advance payment or provision of security; after unsuccessful expiry of the deadline, we may withdraw from the contract and demand compensation.

3.5 We shall also be entitled, notwithstanding any provisions of the customer to the contrary, to credit the customer‘s payments first against its older debts.

3.6 The customer shall only be entitled to set-off if its counterclaim has been legally established or is undisputed. This prohibition of set-off shall not apply to a counter-claim due to a defect which is based on the same contractual relationship as our claim. The customer shall only be entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.

4. Delivery, Transfer Of Risk, Acceptance

4.1 Information on dates and deadlines for deliveries shall not be binding unless a deadline or date has been expressly agreed as binding as an exception.

4.2 Compliance with dates and deadlines shall always be subject to the condition that all commercialand technical questions between the parties have been clarified and that the customer has fulfilled all its obligations to cooperate and provide materials, including the payment of an agreed down payment. Otherwise, dates and deadlines shall be extended accordingly. We shall always be in default only by a written reminder after the due date.

4.3 We shall be entitled to make partial deliveries – insofar as this is reasonable for the customer – which we may invoice separately in each case.

4.4 Our deliveries shall be EX WORKS – EXW from our warehouse (Incoterms 2020), unless otherwise agreed.

4.5 If shipment of the goods has been agreed, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon their dispatch, at the latest when they leave our works or warehouse – even if we make the delivery or have assumed the shipping costs. Mode of dispatch, route and packaging shall be chosen at our discretion in the absence of instructionsfrom the customer in text form. We shall only take out transport insurance on request and in the name of the customer. The customer shall inspect the goods for transport damage upon receipt. The customer shall inform the transport person immediately of any transport damage and have the damage notification signed by the transport person on the consignment note, forwarding order or delivery bill. The customer shall also inform us immediately of the transport damage by means of a damage report.

4.6 The customer shall immediately inspect the received goods for defects; noticeable defects shall be reported immediately. In the case of mutual commercial transactions between merchants, § 377 of the German Commercial Code (HGB) shall remain unaffected.

4.7 If the shipment is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer from the date of readiness for shipment. In this case, we shall be entitled to store the goods at our discretion at the expense and risk of the customer and to demand payment of the agreed price.

4.8 Transport packaging and all other packaging in accordance with the German Packaging Act (VerpackG) shall not be taken back and shall be disposed of by the customer at its own expense.

5. Retention Of Title, Security Rights

5.1 We retain title to our goods („reserved goods“) until all claims, including future claims, arising from the entire business relationship, including all ancillary claims, have been paid in full. In the case of a current account, the retained title shall be deemed to be security for the balance of the account.

5.2 The customer shall be entitled to sell goods subject to our retention of title in the ordinary course of business. The customer hereby assigns to us all claims arising from the sale, including all ancillary rights. We accept the assignment.

5.3 The retention of title shall extend to the products resulting from the processing, mixing or combination of our goods at their full value, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods subject to retention of title.

5.4 The customer may not pledge the reserved goods or assign them as security. The customer shall notify us in text form of any access by third parties to the reserved goods, in particular seizures. The customer shall be obligated to immediately object to such seizures with reference to our rights.

5.5 In the event of default in payment, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the immediate return of the goods.

5.6 We undertake to release reserved goods and assigned claims to the extent that the realizable value of the security objects exceeds 110% of the secured claim. The release shall be effected by transfer of title or reassignment.

5.7 The customer shall bear the costs of taking back and realizing the reserved goods. The costs shall amount to a lump sum of 5% of the realization proceeds including value added tax, unless we prove higher costs or the customer proves that no or lower costs were incurred.

6. Claims In Case Of Defects

6.1 The goods shall be free of defects if they comply with the agreed quality. The agreed quality results from our product description and order confirmation.

6.2 In the event of defects, we shall, at our discretion, remedy the defect or deliver new goods (’subsequent performance‘). In the event of failure, unreasonableness or refusal of subsequent performance, the customer may reduce the price or – in the case of defects which are not merely insignificant – withdraw from the contract and/or claim damages within the limits of Clause 7.

6.3 We shall only bear expenses in connection with the subsequent performance which arise because the goods sold have been taken to a place other than the agreed place of performance if this has been agreed accordingly.

6.4 The customer may not assign claims for defects.

6.5 The customer‘s right of recourse against us pursuant to § 478 of the German Civil Code (recourse of the entrepreneur) and § 445a of the German Civil Code (recourse of the seller) shall exist only to the extent that the customer has not entered into any agreements with its customer exceeding the statutory claims for defects.

6.6 We sell used goods as described and/or inspected with the exclusion of any liability for defects. Anything to the contrary shall only apply if this has been expressly agreed, an express guarantee has been given or we have acted with gross negligence; in these cases the provisions of Clauses 6.1 to 6.5 shall remain unaffected.

7. Liability For Damages And Reimbursement Of Expenses

7.1 Our liability for damages and reimbursement of expenses for slight negligence shall be excluded, in particular for breach of obligations arising from the contractual relationship and from tort, unless we have breached a material contractual obligation, i.e. an obligation the fulfilment of which is a prerequisite for the proper performance of the contract or on the fulfilment of which the customer may regularly rely. In this case, our liability shall be limited to the damage typical for the contract, the occurrence of which we had to expect at the time of conclusion of the contract on the basis of the circumstances known to us. However, our liability for damages arising from injury to body, life or health, for intent and gross negligence, for the absence of a guaranteed quality and under the Product Liability Act (Produkthaftungsgesetz) shall be unlimited.

7.2 The above liability provisions shall apply to the same extent in favor of our directors, legal representatives, employees and other vicarious agents.

8. Limitation Period For Claims For Defects And Compensation

The limitation period for claims of the customer due to a defect is reduced to one year. The limitation period shall also be one year for claims of the customer for damages and reimbursement of expenses which are not based on a defect of the goods. However, these reduced limitation periods shall not apply to claims of the customer based on injury to life, body or health or to claims based on an intentional or grossly negligent breach of duty.

9. Force Majeure

In cases of force majeure which make performance substantially more difficult or temporarily impossible for us, we may reasonably postpone the performance of the service without being in default. A case of force majeure shall be deemed to exist, for example, in the event of natural disasters, strikes, lockouts, official measures, the existence of a pandemic or epidemic (e.g. at the registered of fice of us, our suppliers or the customer), by which we are directly or indirectly affected.Disruptions in performance that occur due to the Covid-19 pandemic are also considered force majeure, even if the Covid-19 pandemic is already known. In the event of a delay in performance of more than three months, the parties will negotiate an appropriate adjustment or termination of the contract.


10.1 German law shall apply, but the UN Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.

10.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from and in connection with the contractual relationship shall be our place of business or, at our option, the place of business of the customer. This shall also apply in cases in which the customer does not have a general place of jurisdiction in Germany, has relocated its place of residence or habitual abode abroad after conclusion of the contract, or if neither the customer‘s place of residence nor habitual abode is known at the time the action is brought.

10.3 Should any provision of these terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions.

MERIDA & CENTURION GERMANY GMBH    Blumenstraße 49-51    D-71106 Magstadt    Telefon +49(0)71599459-300    Registergericht Stuttgart HRB 245247    USt-IdNr.: DE813260161
Geschäftsführer: Wolfgang Renner, Gerd Klose