Our General Terms and Conditions apply to all business relationships between us and the customer. Customers in the sense of these business relations are entrepreneurs (§ 310 para. 1 BGB). Deviating terms and conditions of the customer which MBA Solutions GmbH does not expressly recognize in writing shall not become part of the contract. Individual agreements take precedence.

Our offers are subject to change. We reserve the right to make technical changes as well as changes in shape, color and/or weight within reasonable limits.

Only the manufacturer's product description shall be deemed agreed as the quality of the goods. Public statements, promotions or advertising by the manufacturer do not constitute a contractual description of the quality of the goods.

We reserve ownership rights and copyrights to illustrations, drawings and other documents.

We are entitled to accept the customer's contractual offer contained in the order within 2 weeks of receipt. Acceptance can be declared by written order confirmation or by delivery of the goods to the customer.

All deliveries are ex warehouse Troisdorf or ex works, unless otherwise stated in the order confirmation. If the customer so wishes, we will cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the customer.

We shall ship the goods unless the customer collects them himself. The risk of accidental loss and accidental deterioration of the goods shall pass to the entrepreneur upon handover, in the case of sales shipment upon delivery to the forwarding agent, carrier or other person or institution designated to carry out the shipment. If the customer is in default of acceptance, this shall be deemed equivalent to handover.

In the event of non-availability of the service, the customer shall be informed immediately. The consideration, if already paid, will be refunded immediately.

In the event of our delay in delivery, our liability for damages shall be limited to the foreseeable, typically occurring damage, unless the delay in delivery is due to an intentional breach of contract for which we are responsible. Partial deliveries are permissible insofar as they are economically reasonable. They may be invoiced separately. Excess or short deliveries of up to 10% of the total order quantity must be accepted, particularly in the case of commissioned productions, and are not grounds for subsequent deliveries.

We reserve title to the goods until all claims arising from the current business relationship have been settled in full. If the customer acts in breach of contract, in particular in the event of default of payment, we shall be entitled to take back the purchased goods. If we take back the purchased goods, this shall constitute a withdrawal from the contract. After taking back the goods, we shall be authorized to sell them; the proceeds from the sale shall be set off against the customer's liabilities - less reasonable selling costs.

The customer is obliged to inform us immediately of any access to the reserved goods, for example in the event of seizure, as well as of any damage to or destruction of the goods.

The customer is entitled to resell the goods in the ordinary course of business. He hereby assigns to us all claims in the amount of the invoice amount (including VAT) which accrue to him against a third party as a result of the resale. We accept the assignment. After the assignment, the entrepreneur is authorized to collect the claim. We reserve the right to collect the claim ourselves as soon as the entrepreneur does not properly meet his payment obligations or is in default of payment. In this case, the customer is obliged to provide us with all information necessary for collection and to hand over the relevant documents to us.

The prices quoted are exclusive of packaging costs and, if the customer's place of residence or business is in the Federal Republic of Germany, exclusive of VAT at the applicable rate. Payments are due without deduction after delivery, unless a term of payment has been agreed and specified by us.

If the customer is in default of payment, we shall charge interest on arrears at a rate of 8 percentage points above the prime rate, subject to the assertion of further damages. In addition, in the event of default in payment and justified doubts about the customer's ability to pay, we shall be entitled - without prejudice to our other rights - to demand securities or advance payments for outstanding deliveries and to declare all claims arising from the business relationship immediately due and payable.

The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

Claims for defects on the part of the customer, insofar as a commercial transaction is involved, presuppose that the customer has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). Irrespective of this, the customer as an entrepreneur is in any case obliged to report obvious defects in writing within two weeks of receipt of the goods.

If there is a defect in the purchased item, we shall initially provide warranty at our discretion by repair or replacement. If the subsequent performance fails, the customer is entitled, at his discretion, to demand withdrawal or a reduction in price.

We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our legal representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.

We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.

Insofar as the customer is entitled to compensation for damages instead of performance, our liability shall be limited to compensation for foreseeable, typically occurring damages, even in the event of failure of subsequent performance (withdrawal or reduction at the customer's discretion).

Liability for culpable injury to life, limb and health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

Unless otherwise stipulated above, liability is excluded.

The limitation period for claims for defects is 12 months, calculated from the transfer of risk. The limitation period in the event of a delivery recourse according to §§ 478, 479 BGB remains unaffected; it is five years, calculated from delivery of the defective item.

Any further liability for damages other than that provided for in § 7 is excluded, regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for material damage in accordance with § 823 BGB. This limitation shall also apply if the customer demands compensation for useless expenses instead of a claim for damages. Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

The law of the Federal Republic of Germany shall apply.

The place of jurisdiction for all disputes arising from this contract is our place of business; however, we are also entitled to sue the customer at the court of his place of residence. The same shall apply if the customer does not have a general place of jurisdiction in Germany or if his place of residence or habitual abode is unknown at the time the action is brought.

Unless otherwise stated in the order confirmation, our registered office is the place of performance.

Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.