General Terms and Conditions of Business

 

1. General, Scope of Application
1.1. Deliveries, services and offers of the company Mediavision (hereinafter referred to as MV) shall be effected solely on the basis of the present Terms and Conditions of Business. Consequently, the said Terms and Conditions of Business shall also apply to all future business relations, even if they are not expressly agreed upon again, provided that the purchaser has received the said Terms and Conditions as part of a previous order /e-mail or written letter /agreement etc .by MV. In placing the order the contracting partner declares that he has knowledge of the Terms and Conditions of Business and that he agrees to the said Terms and Conditions.
1.2. Even if MV has knowledge of divergent, contradictory or supplementary general terms and conditions of business and does not object to them, these shall not become part of the contract unless their validity has been expressly consented to in writing.

2. Offer and Conclusion of the Contract
2.1. Unless expressly designated otherwise, MV's  offers shall be subject to confirmation and non-binding. Unless expressly designated as binding, the documents relating to the offer such as images, drawings and information on weight and measurements shall be deemed merely approximate. MV shall reserve all property rights and copyrights to cost estimates, drawings and other documents and these may not be made accessible to third parties.
2.2. In placing the purchase order the purchaser issues a binding declaration that it wishes to purchase the ordered goods.
2.3. MV shall be entitled to accept the contract offer contained in the purchase order within 2 weeks of receipt. if the compliance of promised details are achieved! Acceptance may be declared in writing or by delivering the goods to the purchaser. Information relating to goods and services that is provided by MV shall only become part of the contract if it is stated in a binding offer, a written order confirmation or a written contract. Information and offers refer to normal standard quality and execution. General details on quality and execution should only be considered average values. Subsidiary agreements and amendments shall require written confirmation by MV.
2.4. Discrepancies between invoice or delivery note and the actual goods delivered must be notified by the purchaser promptly in writing, at the latest 3 days after receipt of the goods.
2.5.The contract shall be concluded subject to MV's s suppliers supplying MV with goods correctly and on time. This shall only apply where non-delivery is not attributable to MV, especially where congruent cover business is concluded with MV's s supplier. The purchaser shall be informed as soon as possible  that performance cannot be provided. The consideration shall be reimbursed promptly less disbursements, espenses ,charges etc!
 
 
3. Prices
3.1. Products sold by MV shall be sold on the basis of the price list valid on the date on which delivery is effected.
3.2. Prices shall be ex warehouse, exclusive of packaging, transport, insurance and installation.
3.3. Dispatch costs and the insurance costs pursuant to No. 5 of the Terms and Conditions of Business shall be borne by the customer unless a different arrangement is expressly agreed; any such arrangement must be agreed in writing.
3.4. An administration charge of 10.00 shall be applied to orders less than ¤ 100.00 (excluding spare parts and subsequent deliveries).
3.5. All prices are quoted exclusive of the respective applicable statutory rate of value added tax. MV price lists shall not constitute a contractual offer.
 
 
4. Terms and Conditions of Delivery and Transfer of Risk
4.1. Binding or non-binding delivery dates or periods must be agreed in writing.
4.2. The delivery period shall commence when the order confirmation is sent, but not, however, before the documents, permits and approvals to be provided by the ordering customer have been received and not before any agreed advance or total payment has been received.(booking at MV bank account)
4.3. The agreed delivery period shall be deemed to have been complied with if the consignments have left the warehouse or if they are ready for dispatch within the delivery period and the purchaser has been notified accordingly.
4.4. The delivery obligation shall end if delivery becomes either wholly or partially impossible due to force majeure or due to other unforeseeable events. This shall also apply if such circumstances affect one of our suppliers. In such cases MV may choose either to withdraw from the contract or to postpone the delivery for the duration of the hindrance plus a reasonable start-up period. In the last instance the purchaser shall not be entitled to withdraw orders, reject partial deliveries or assert any form of claims for damages. MV may only rely on the aforementioned circumstances if it has informed the customer of such circumstances promptly.
4.5.If the delivery is being collected, risk shall pass to the purchaser once the delivery has left MV's s warehouse; if it is to be dispatched, risk shall pass to the purchaser once the delivery has been handed over to the carrier or forwarder. This shall also apply if MV has assumed the dispatch costs under a special agreement or if the goods are dispatched using MV's vehicles.
4.6. If dispatch is not possible and if this is not the fault of MV, risk shall be transferred to the purchaser when it is notified that the goods are ready for dispatch.
 
 
5. Insurance
5.1. The customer shall be obliged to take the necessary measures required under local law in order to enable settlement of damages arising during transport.

6. Payment
6.1.MV invoices shall be payable net cash inadvance or as agreed.. In order for the cash discount to apply the purchaser must not be in default with any other payments.
6.2. If it is necessary to issue demands for payment after expiry of the payment period any resulting costs shall be charged to the customer.
6.3. From the date on which payment becomes due MV shall be entitled to charge default interest at 8% above the respective valid discount rate of the European Central Bank; for consumers it shall be entitled to charge default interest at 5% above the respective valid discount rate of the European Central Bank.
6.4. In the event of default in payment of an invoice, all other outstanding invoices shall become payable immediately, regardless of their respective due dates.
6.5. Even where the purchaser has conflicting provisions, MV shall first be entitled to allocate payments to older debts of the purchaser. If interest and costs have already arisen, MV shall be entitled to allocate payment firstly to settlement of the costs, then to settlement of the interest and finally to settlement of the principal performance. MV shall inform the contracting partner of how the payment has been allocated.
6.6. MV shall be entitled to demand advance payment or the provision of collateral for all other contracts where the customer fails to fulfill its payment obligations and in particular where it fails to honor a check or bill and suspends payments or MV subsequently becomes aware of unfavorable circumstances regarding the financial position or credit-worthiness of the contracting partner. If, in such case, the purchaser fails to pay the purchase price or collateral within two weeks of a corresponding request by MV, then MV shall be entitled to withdraw from the contract. MV shall then be entitled to compensation amounting to 25% of the agreed purchase price. The customer shall be entitled to prove lesser damage.
6.7. he purchaser shall only be entitled to offset amounts if its counter-claims are undisputed or have been established by a court of law. The purchaser may only exert a right of retention if its counterclaim is based on the same contractual relationship and if the counterclaim is undisputed or has been established by a court of law.
 
 
7. Reservation of ownership
7.1. The goods supplied by MV shall remain the property of MV until payment of the entire debt under the contractual relationship, and in particular until settlement of any open account balance and in the case of payment by check or bill until such check or bill has been honored in full.
7.2. Where the purchaser acts in breach of the contract, including in particular if it defaults on payments, MV shall be entitled to take back the item delivered and the purchaser shall be obliged to hand the item back. Unless provisions of the Consumer Credit Act [Verbraucherkreditgesetz] apply, in cases where MV takes back an item that has been delivered this shall not constitute a withdrawal from the contract unless MV has expressly stated this in writing. In cases where goods have been treated or processed by the purchaser or have been combined or mixed with other objects, MV's reservation of ownership shall also extend to these new objects or to the resulting debts. To this extent, MV shall be deemed the manufacturer and shall acquire ownership of such objects in accordance with §§ 947, 948, 950 of the German Civil Code [BGB]. If the item that has been delivered is processed with other objects that do not belong to MV then MV shall acquire proportionate co-ownership of the new object based on the ratio between the final invoice amount for the goods subject to reservation of ownership and the other items that have been processed; such calculation shall be based on the respective values at the time the processing was carried out.
7.3. Until full payment of all debts the goods may not be pledged, transferred by way of collateral or otherwise encumbered with third-party rights. MV must be informed promptly by registered letter of any such attachments by third parties.
7.4. Irrespective of whether they are unprocessed or have been processed or combined with other items, the purchaser may only re-sell delivered goods in the ordinary course of its business provided it is not in default.
7.5. By way of security the purchaser here and now assigns to MV  any claims (including all claims relating to balances under open account relationships) to which it is entitled as a result of the goods being resold or based on any other legal grounds. If in such case the purchaser fails to fulfill its payment obligation MV shall be entitled to inform the purchaser s customer of this and demand that payment be made to MV. In such case the purchaser shall be obliged to give MV prompt access to all evidence, documents and information required to assert such claims.
7.6. MV revocably authorizes the purchaser to collect any claims in respect of its invoices that have been assigned to MV and to collect these in its own name. This collection authority may only be revoked if the purchaser fails properly to fulfill its payment obligations.
7.7. However, the consent in respect of resale shall not extend to the sale of goods to a third party that makes the assignment of debts owed by it subject to its approval.
 
8. Warranty
8.1. MV shall not assume any warranty for insignificant, manufacturing-based deviations that impair neither external appearance nor functioning.
8.2. MV warrants that the goods delivered are free of significant manufacturing or material defects.
8.3. The warranty shall be limited to subsequent improvement or substitute performance, as chosen by MV. If subsequent improvement or substitute performance fails, the purchaser shall be entitled to demand a reduction in the purchase price (reduction) or revocation of the contract (cancellation). However, the purchaser shall not be entitled to withdraw from the contract in the event of a minor breach of contract, especially where the defects are only minor. Any parts that are replaced shall become the property of MV
8.4. The purchaser shall be obliged to notify MV in writing of any obvious defects within 10 days of receiving the goods, or if the defect is only discernible at a later date, within 10 days of discovering the defect; otherwise, the assertion of any warranty claims shall be ruled out. The period for asserting such claims shall be deemed to have been complied with if the notice of defects is sent on time. The full burden of proving all claim requirements shall lie with the purchaser, especially as regards the defect itself, the time at which the defect was identified and timely notification of the complaint.
8.5. In the event of a defect in title or defect in quality, if subsequent performance fails and the purchaser chooses to withdraw from the contract, then the purchaser shall not be entitled to claim any further compensation in respect of the defect. If subsequent performance fails and the purchaser elects to receive compensation, then the goods shall remain with the purchaser provided this can be reasonably expected of the latter. Compensation shall be limited to the difference between the purchase price and the value of the defective item. This shall not apply if MV has malevolently caused the breach of contract.
8.6. The warranty period shall amount to two years from the date on which risk for the goods is transferred. The warranty period for services shall amount to one year from date of hand over.
8.7. With regard to the properties of the goods, it is agreed that in principle only the manufacturer s product description shall be authoritative. Additional public statements, sales talk or advertising by the manufacturer shall not constitute any contractual properties for the goods. If the purchaser receives erroneous assembly instructions MV shall only be obliged to supply assembly instructions that are free of errors and this shall only apply if the error in the assembly instructions prevents proper assembly.
8.8. There is no warranty for damage resulting from the following reasons: Unsuitable or improper use, faulty installation or commissioning by the purchaser or third parties, natural wear, incorrect or negligent treatment, unsuitable equipment, replacement materials, defective processing, unsuitable building / support material (eg moisture penetration, solvent-based adhesives, sealants), chemical, electrochemical or electrical influences, provided they are not due to the fault of MediaVision. Unsuitable surfaces in the application of films MagicFoil-products, e.g. at low quality defective glass, resulting impairments of the visual quality are excluded from the warranty. For predamages the window glass such as cracks, holes, scratches or other damage to the glass or frame, we assume no liability and are excluded from the warranty. Scattered dust conclusion cannot be excluded at a bond and cannot be used as grounds for complaint. Ex.: inclusions, bubbles, spots, stains, insufficient transparency (Recommendation whiteglass); with insulating faulty composite / reflections. Not reversible rims / composite shift glass; The non-active (permanently transparent) Edge area * (about 5mm) is mandatory for all composite switching glasses since the permanent connection of the thermoplastic sheets to the two lenses is not otherwise possible.
* Which also affects holes and cutouts. In ignoring lay the switchable PDLC film which has no linking function, only between the glasses. Thus, since the thermoplastic film in this sensitive border zone is no contact and therefore no bond to glass, has air could & other environmental influences act and the two films separated. The upshot is called delamination error. Bright white edges that remain permanently visible. Improper storage: The storage of glass, foil products must be done in a dry place (room temperature). MagicFoil: The further processing must be done at least 6 weeks after receipt! Recommendations or suggestions of our employees to the performance of our products are given based on our experience gained in practice. However, they are not binding and do not release the customer from own tests and trials. We do not assume any liability that the goods delivered by us is suitable for used by the customer views purposes. The electrical connection must be carried out exclusively by a qualified electrician. Damage caused by improper or non-contractual measures by the customer in the preparation, processing, storage or use of the goods, do not constitute claims against us. The inadequacy and lack of determined in particular also by our relevant information and instructions. For example, any warranty is void if even made reductions / reductions of delivered MagicFoil film. If we are not responsible for the breach in a defect, the customer is not entitled to rescind the contract. The existence of a defect entitles the buyer (customer) not to fix the defect itself or by third parties, but it is to give the seller (contractor) had an opportunity to improve within a reasonable period. If the defect is remedied, the warranty is provided by free repair of the detected defects within a reasonable period. The remedy may, at our discretion, at any rate by replacing the defective goods within a reasonable time, take place. The claim to a price reduction is excluded in these cases. If the damage caused by the customer, because an installation, assembly, care instructions was not respected or the like, is not covered by our warranty or guarantee. Example: MagicFoil / Magic Sandwich Glass Products. When using sealant or sealing materials acid free silicone must be used (WÜRTH Neutral silicone special - Art.Nr. 08925201 or Dow Corning DC 7091). Assessment of visual quality / Guidelines: For the assessment of the visual quality of MagicFoil used to define the quality of a viewing distance of 1000 mm. Here, the location of the area criticized plays a role. The tolerance is higher in peripheral areas measured as centers. Bullet holes, bubbles, spots, stains up to 4 pieces a max. 3 mm within the tolerance range / square meter. Isoglas; MagicFoil, Magic Sandwich Glass, Magicdaylight film etc. scratches not heaped (sum of the individual lengths sum max 90mm / 30mm single length) are permitted. Has to be considered the local waviness of substrates even with MagicFoil. They should have at least one glass thickness equal to 6mm. The processing of the edges (substrate) and the lamination of MagicFoil should be done on a clear glass surface. The edges should be sealed with neutral silicone. It must also not connect to acidic adhesives / insulating materials exist. For the insertion of MagicFoil at profiles / door fittings or other mechanical stresses (f.e. Doorstop / door fittings) MediaVision makes no warranty.
NO 24/7 function: Magicfoil -glass -magicfoil products must be switched into OFF Modus every day min.2 hours! It's good for energy saving and longtime life guarantee.
8.9. To carry out all of MediaVision reasonable discretion deems necessary repairs and replacement deliveries the buyer shall, after agreement with MediaVision this the time and opportunity. Otherwise MediaVision is exempt from liability. Only in urgent cases of danger to operational safety and to prevent excessive damage, which MediaVision must be notified immediately, or if MediaVision with the removal of the defect is in default, the buyer has the right to eliminate the
defect itself or by a third party and of MediaVision the necessary costs to demand.
8.10. Modification or repair work to be carried out without prior authorization or MediaVision of the buyer to third parties improperly include liability and warranty from
8.11. MagicFoil products (especially MFF 70) are only suitable for dry / indoor area! Display construction: (Ex laminated on provisioned carrier material) with the further utilization of MagicFoil in machined condition, untreated state takes the risk passed to the delivery of goods to the following Gewerk eg. Installation etc. In this case, the further processing and integration into housing there is no guarantee on the part of Media Vision. For problems caused by environmental influences / improper handling and mounting / vibration / shear / contact, protective insulation, incorrectly chosen material thickness or material arise. Particularly in relation to plastic surfaces, the user must carry out their own testing procedures, since no long-term experience exist.
 
9. Limitations of liability
9.1. No claims for damages relating to impossibility of performance, breach of contract, culpa in contrahendo and tortious acts may be asserted against MV, its vicarious agents or persons it employs in performance of its obligations unless intent or gross negligence applies. This shall also apply to claims for damages in respect of non-performance, but only to the extent that compensation is claimed for indirect damage or consequential damage due to defects, unless liability is based on an assurance intended to safeguard the purchaser against the risk of such damage. MV shall not assume any liability for slightly negligent infringement of immaterial contractual obligations.
9.2. With merchants, however, no compensation shall be paid in cases of gross negligence for damage that is not typical for the contract and that was not foreseeable at the time the contract was concluded, unless compensation is to be paid for an assured property.
9.3. The above restrictions on liability shall not affect any claims of the purchaser relating to product liability. Furthermore, the limitations of liability shall not apply to imputable injury to body and health or in the event of loss of life on the part of the purchaser.
9.4. Claims for compensation on the part of the purchaser that relate to a defect shall become time-barred one year after the goods are taken over. This shall not apply if MV is guilty of gross fault and in cases where injury to body and health is attributable to MV or in the event of loss of life on the part of the purchaser.
 
10. Return of goods
10.1. Except in cases of justified complaints as specified in No. 10, goods may only be returned with the prior consent of MV. The invoice number and invoice date must be quoted.
10.2. If MV issues a credit note, then depending on the condition of the goods (new, in the original packaging, used), a deduction shall be applied in a minimum amount of 5% of the sales value subject to a minimum of € 40.00 plus theapplicable rate of value added tax. The customer shall be entitled to prove a lesser reduction in value or lower expenses.
10.3. If goods are taken back this shall not constitute withdrawal from the contract, but shall instead constitute a substitute counter-performance on the part of the customer within the framework of the purchase contract
10.4 MV shall not supply any goods on approval.

 
11. Data protection
11.1. Irrespective of whether such data originates from the purchaser itself or from third parties, data on the purchaser that is received by MV and that concerns the business relationship or that is connected with the business relationship may be stored and processed by MV in accordance with the Federal Data Protection Act [Bundesdatenschutzgesetz].
 
 
12. Place of performance, place of jurisdiction, partial invalidity
12.1.The present Terms and Conditions of Business and the entire legal relationship between MV and the business partners shall be governed exclusively by the laws of the Federal Republic of Germany. The UN Convention Relating to a Uniform Law on the International Sale of Goods shall not apply.
12.2. For all disputes arising under the contractual relationship the place of performance and place of jurisdiction for contracts with merchants entered in the Commercial Register, with public law entities or with special funds under public law shall be the registered office of MV.
12.3. The same shall apply if, after conclusion of the contract, the contracting partner transfers its place of domicile or usual place of residence to another country or if its place of domicile or usual place of residence is not known.
12.4. If individual provisions of the contract including the present General Terms and Conditions are or become invalid either in whole or in part, this shall not affect the validity of the remaining provisions. The provision that is either wholly or partly invalid is to be replaced by a provision whose economic outcome approximates as closely as possible to that of the invalid provision.
 
MediaVision 2016
Elizangela Ferreira-Kiesewetter