Terms and Conditions

Section 1 - Scope

These General Terms and Conditions (hereinafter "Terms") apply to all contracts between Midas Surfaces GmbH (hereinafter "Seller" or "we") and its buyers (hereinafter "Customers") unless otherwise agreed in writing. These Terms are effective in their current version. Changes to these Terms will be communicated to the Customer in writing or by email and are considered accepted unless the Customer objects in writing within a period of 14 days.

Section 2 - Offer and Contract Formation

Our offers are non-binding unless explicitly designated as binding in writing.
The presentation of the product range in current catalogs or brochures does not constitute a binding contractual offer. By placing an order with us, the Customer makes a binding offer. We reserve the right to decide whether to accept each offer.
If there were inaccuracies in the product range or minimum order quantities to be observed, we will make a counteroffer whenever possible, which the Customer is free to accept. If we do not accept an offer from the Customer, we will promptly notify the Customer.
When purchasing based on samples or trial products, we reserve the right to make variations in quality, color, and design, to the extent they are due to production techniques or product development. In the absence of any other written agreement, the information provided in the data sheets we provide shall apply.
Contract formation is conditional upon the correct and timely delivery by our suppliers; this condition applies only if we have concluded a congruent covering transaction with the supplier and are not responsible for any incorrect or non-delivery. Section 2, No. 6, sentence 2 applies accordingly.
If it turns out that the ordered goods are unavailable, we reserve the right to withdraw from the contract. The Customer will be promptly informed about the unavailability and any consideration already provided by the Customer will be promptly refunded.
If the order exceeds customary quantities, we reserve the right to impose restrictions accordingly.
Technical improvements for technological advancement remain reserved.

Section 3 - Information, Advice, and Obligation to Inform

Information on the processing and application possibilities of our products, technical advice, and other statements are provided to the best of our knowledge, but are non-binding and exclude all liability. Gross negligence and intent remain unaffected.
By confirming the offer, the Customer affirms that they have read and understood the relevant data sheet for the proper processing and care of the product. The Customer is responsible for the correct handling and implementation of the instructions provided in the data sheet, as well as for their agents.

Section 4 - Prices

Prices are in Euro (EUR) and include the German statutory value-added tax, unless stated otherwise.
The prices specified in our order confirmation shall apply. Prices are ex-works or ex-delivery warehouse. Price changes are permissible if more than three months elapse between the contract conclusion and the agreed delivery date, and if production costs have increased due to, in particular, increases in labor and material costs. The price increase must be reasonable in relation to the actual cost increases. The Buyer is entitled to withdraw from the contract after prior notice.
Payment is to be made in accordance with the payment terms specified in the offer or invoice. Payment terms are selectable according to Section 8.

Section 5 - Delivery and Delivery Time

Unless expressly agreed otherwise, delivery is from our factory or delivery warehouse.
Partial deliveries that are reasonable for the Customer are permitted. The MIDAS Surfaces GmbH will bear any additional costs resulting from partial deliveries, unless otherwise specified in the offer confirmation.
Compliance with agreed delivery deadlines requires timely receipt of all documents to be provided by the Customer, necessary approvals, releases, and contributions (raw materials, chemicals, etc.), as well as adherence to the agreed payment terms and other obligations by the Customer. If these conditions are not fulfilled in a timely manner, the deadlines will be extended accordingly, unless we are responsible for the delay.
Significant, unforeseeable, and not attributable to us operational disruptions, exceedance of delivery deadlines, or delivery failures by our suppliers, as well as production interruptions due to a lack of raw materials, energy, or labor, strikes, lockouts, difficulties in obtaining transport means, traffic disruptions, government decrees, and cases of force majeure affecting us and our suppliers, extend the delivery time for the duration of the impediment, insofar as they are relevant to the deliverability of the goods. We will inform the Customer promptly about the start and end of such impediments. If the delivery is delayed by more than one month as a result of this, both the Buyer and we are entitled to withdraw from the contract, excluding any claims for damages arising from an exceptional situation in the Customer's or the delivery country's own land.
If delivery is made in loan containers, these must be fully emptied and returned carriage-paid within 90 days of receipt of the delivery. Loss and damage to a loan container, as long as it has not been returned to the Seller, is at the expense of the Customer if the loss or damage is attributable to the Customer. Loan containers may not be used for other purposes or for the storage of other products; they are solely intended for the transport of the delivered goods. Labels may not be removed.
Disposable packaging is not accepted by us; instead, we will provide the Customer with information on a third party who disposes of the packaging in accordance with the Packaging Ordinance.
The choice of shipping method or type remains reserved in cases where we bear the freight costs.
Claims for damages against MIDAS Surfaces GmbH due to delay are governed by Section 11.

Section 6 - Deliveries Abroad

Regarding shipping costs to foreign countries, we will provide a specific offer upon request. Compliance with export and import regulations, as well as national regulations, is the responsibility of the Customer. This includes customs duties, taxes, customs clearance, permits, or other government requirements of the importing country. Any costs, fees, or expenses incurred in connection with these regulations and permits are also borne by the Customer.
The Customer is responsible for obtaining all relevant information regarding the processing of the product and associated costs in their country and for ensuring that they take the necessary measures to comply with applicable regulations before placing an order.

Section 7 - Shipping Costs and Packaging

Shipping is at the expense and risk of the Customer.
The type of packaging is at our discretion unless the Customer provides specific shipping instructions. Any additional costs for special requests will be borne by the Customer, even after order confirmation.
The packaging is charged at cost and is not taken back unless legally required. In any case, it forms part of the goods and is payable when the entire purchase price falls due.

Section 8 - Transfer of Risk

The risk passes to the customer upon notification of readiness for dispatch and before loading of the goods at our factory, even if free delivery has been agreed upon. This applies even if the delivery is delayed at the customer's request. If acceptance is required, it is decisive for the transfer of risk. It must be carried out promptly on the acceptance date, alternatively after our notification of readiness for acceptance. The customer may not refuse acceptance in the presence of an insignificant defect. If acceptance is delayed due to circumstances not attributable to us, the risk passes to the customer from the day of the notification of readiness for acceptance.
If shipping or acceptance is delayed due to circumstances for which the customer is responsible, we may, starting one month after notification of readiness for shipping or acceptance, charge the customer storage fees at a rate of 0.5% of the invoice amount for each commenced month, but not exceeding 5% of the invoice amount, unless higher costs are proven by us.
In the case of shipment, at the customer's request and expense, we will arrange transport insurance for the customer's benefit. Transport damages must be reported to us and the delivering carrier in writing immediately.

Section 9 Payment

The following payment options are available:

Direct debit (within Germany)
Cash on delivery
Advance payment
Bills of exchange are not accepted.
The customer can only set off counterclaims that have been legally established, undisputed, or acknowledged by us. The purchaser can only assert a right of retention based on counterclaims arising from the same contractual relationship.

Section 10 - Retention of Title

The delivered goods remain our property until all claims against the customer arising from the business relationship are fulfilled. If the value of all our security rights exceeds the total amount of secured claims by more than 10%, we will, at the customer's request, release a corresponding portion of the security rights.
The customer processes or mixes the goods for us, without creating any obligation for us. In the event of processing or mixing with other items not owned by us, the customer hereby transfers co-ownership of the new item to us as security for our claim, in proportion to the value of the reserved goods to the other processed items, with the condition that the customer preserves the new item for us.
The customer is entitled to dispose of the products in the ordinary course of business as long as they fulfill their obligations from the business relationship with us in a timely manner.
The customer hereby assigns to us, as security, claims arising from the sale of goods for which we have ownership rights, in the amount of our ownership share in the sold goods. We accept this assignment. If the customer combines or mixes the delivered goods for consideration with a main item of a third party, the customer hereby assigns their claims for remuneration against the third party up to the amount of the invoice value of the delivered goods to us as security. We accept this assignment.
Upon our request, the customer must provide us with all necessary information about the inventory of goods owned by us and the assigned claims, and inform their customers of the assignment.
The customer is obliged to carefully store the reserved goods and, at their own expense, insure them against loss and damage. The customer hereby assigns their claims from insurance contracts to us in advance. We accept this assignment.
The customer's right to dispose of the products under our retention of title and to collect the assigned claims ceases as soon as they suspend payment or become insolvent. If these conditions are met, we are entitled to demand the immediate temporary surrender of all goods subject to our retention of title, excluding the right of retention, without setting a deadline or exercising the right of withdrawal.
If the retention of title is not effective under the law of the country where the delivered goods are located, the buyer, upon our request, must provide an equivalent security. If they fail to comply with this request, we can demand immediate payment of all outstanding invoices, regardless of agreed payment terms.

Section 11 - Rights in Case of Defects

Material Defects

a) At our discretion, we will remedy all those parts or deliver new parts that prove to be defective due to circumstances occurring before the transfer of risk. Any such defects must be promptly communicated to us in writing. Replaced parts become our property.

b) The customer must provide us with the necessary time and opportunity to carry out all necessary rectifications or replacements; otherwise, we are exempt from liability for the resulting consequences. Only in urgent cases, particularly to prevent disproportionately large damages, does the customer have the right to remedy the defect themselves or through third parties and demand reimbursement of the necessary expenses from us. However, we must be informed immediately.

c) The customer has the right, in accordance with statutory provisions, to withdraw from the contract if we, taking into account statutory exceptional cases, allow a reasonable period set for rectification or replacement due to a material defect to elapse without success. If only a minor defect exists, the customer is entitled only to a reduction in the contract price. The right to reduce the contract price is otherwise excluded.

d) We do not provide warranty, especially in the following cases:

Inappropriate or improper use by the customer
Unsuitable substrate
Chemical, electrochemical, or electrical influences, unless attributable to us
Slight color variations that do not exceed the differences within industry standard values or fall within the requirements of guidelines and standards
Failure of the customer's or our customer's principal to take a sample to verify the correctness of the delivered materials in terms of type and color before processing
Commercially acceptable deviations in color, weight, and characteristics of the delivery
Commercially acceptable or minor, technically unavoidable variations in quality, color, weight, and characteristics of the delivery from any templates and samples
Damage to the material on the construction site due to prolonged storage of more than three months
Use or combination of parts of our product or individual components of our product with third-party products or materials/products not originating from MIDAS Surfaces GmbH without our prior approval.

e) If the customer or a third party remedies defects improperly, we are not liable for the resulting consequences. The same applies to modifications to the delivered item made without our prior consent.

f) Customer's recourse claims against us for expenses incurred in the supply chain to his customer exist only to the extent that the customer has not made any agreements with his purchaser beyond the statutory defect claims. To the extent that the expenses increase because the delivery has subsequently been transported to a location other than the customer's branch, we do not have to reimburse them unless the transportation corresponds to its intended use.

g) The customer undertakes to secure information for any defect notifications, take meaningful pictures and videos of the installation site, construction site, and the end product before and after the material is processed.

Legal Defects

a) If the use of the delivered item leads to the infringement of industrial property rights or copyrights, we will, at our expense, generally provide the customer with the right to further use or modify the delivery in a manner acceptable to the customer so that the infringement no longer exists. If this is not possible under economically reasonable conditions or within a reasonable period, the customer is entitled to withdraw from the contract. Under the specified conditions, we also have the right to withdraw from the contract.

b) Our obligations mentioned in §10, 2a are, subject to §11, 2, conclusive in the event of an infringement of intellectual property rights or copyrights.

Section 12 - Liabilitys

We are not liable for delivery delays or non-delivery to the extent caused by factors beyond our control and could not be prevented with ordinary care. The occurrence of delays by carriers does not qualify as force majeure.
For damages that did not arise to the delivered item itself, we are liable - for whatever legal reason - only
- in case of intent
- in case of gross negligence by our executives or senior employees
- for culpable injury to life, body, or health
- for defects that we have fraudulently concealed or guaranteed the absence thereof
- for defects in the delivered item, insofar as liability is incurred under the Product Liability Act for personal or property damage to privately used items
- for culpable violation of essential contractual obligations, we are also liable for gross negligence of non-executive employees and for slight negligence, in the latter case limited to the foreseeable damage typical for the contract. Further claims are excluded.
- Our liability for simple negligence is limited to the value of the defective delivery, i.e., in addition to replacing the product or refunding the purchase price, we only compensate for further damage up to the amount of the purchase price of the defective product. In case of gross negligence, we compensate for damages twice the amount of the purchase price of the defective product.

Section 13 - Limitation Period

Material defect claims and damage claims under §§ 10 and 11 expire after 12 months. This does not apply in cases where longer periods are legally prescribed for buildings and things intended for buildings in § 438 (1) No. 2 BGB, as well as for recourse claims in § 479 (1) BGB and construction defects in § 634 a (1) No. 2 BGB. In cases of injury to life, body, or health, intentional or grossly negligent breach of duty, as well as fraudulent concealment of a defect, the legal limitation periods apply, as do the statutory limitation periods for claims under the Product Liability Act.

Section 14 - Trade and Resale

The customer, once recognized as a dealer by Midas Surfaces GmbH, is authorized to resell the purchased and fully paid products to third parties. However, this is permitted exclusively using the registered trademark 'MIDAS Metall®' or 'MIDAS Metal®,' unless there are written agreements to the contrary.
Selling under a private label is prohibited without a written agreement.
The additional processing of a third-party product under the brand 'MIDAS Metall®' or 'MIDAS Metal®' is prohibited, constitutes a violation of trademark protection, and may result in legal action for injunction or compensation claims.

Section 15 - Applicable Law, Place of Performance, Jurisdiction, Partial Invalidity

For these terms and conditions and all legal relationships between MIDAS Surfaces GmbH and the customer, the laws of the Federal Republic of Germany apply. The provisions of the UN Sales Convention do not apply.
If the customer is a merchant, a legal entity under public law, or a special fund under public law, Leinefelde-Worbis is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship, as well as the place of performance.
If any provision in these terms and conditions or any provision within other agreements is or becomes invalid, this does not affect the validity of all other provisions or agreements.

Section 16 - Data Protection

For order processing, we store customer data that is related to the order. We commit to comprehensive protection of your personal data in accordance with the provisions of the Federal Data Protection Act. Furthermore, we assure that address data will not be disclosed to third parties but will only be used by our logistics service providers.
Before delivering on invoice and in other cases with a legitimate interest, we reserve the right to obtain credit information if necessary. We reserve the right, in the case of large orders abroad (outside the EU), to obtain references regarding the trustworthiness of the company from new customers before processing the order.

MIDAS Surfaces GmbH

Managing Partner: Ilona Napp
Managing directors: Wolfgang Napp, Silvana Conradi
Nordhäuser Straße 40
37339 Leinefelde-Worbis
Telephone number: 036074/630812
Fax number: 036074/630822
E-mail address: midas@midassurfaces.de
Status: 20.10.2023

General Terms and Conditions (Shipping and payment)