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 the goods are loaded at our factory, even if free delivery has been agreed upon. This also applies if delivery is delayed at the Customer's request. If acceptance is to be carried out, it is decisive for the transfer of risk. It must be carried out immediately on the date of acceptance, or alternatively, after our notification of readiness for acceptance. The Customer may not refuse acceptance in the presence of an immaterial defect. If acceptance is delayed due to circumstances beyond our control, the risk passes to the Customer on the date of readiness for acceptance.
If we provide installation and assembly, Section 8, No. 1 applies accordingly for installation and assembly.

Section 9 - Retention of Title

We retain ownership of the delivered goods until all claims against the Customer arising from the business relationship, including future claims, have been settled. This also applies if individual or all our claims have been included in a current account and the balance has been drawn and recognized.
If goods in which we have a right of retention are resold, the Customer hereby assigns its claims from the resale to us. If we have co-ownership of the goods delivered to the Customer, the Customer assigns us claims to the extent of our co-ownership share. We hereby accept the assignment.
If third parties access the reserved goods, in particular through seizure, the Customer will immediately point out our ownership and inform us in writing to enable us to assert our property rights. If the third party is unable to reimburse us for the judicial or extrajudicial costs incurred, the Customer is liable for this.
If the realizable value of the securities exceeds our claims by more than 10%, we will release a corresponding part of the securities at our discretion upon the Customer's request.
If the Customer does not fulfill their payment obligations, we can demand the return of the reserved goods after setting a reasonable deadline; the Customer is then obligated to return them.
The retention of title also remains in force if, for any reason, the validity of the retention of title is not recognized in the country of the goods' destination. The Customer is obliged to provide us with all required documentation to assert our ownership rights and other claims against third parties.

Section 10 - Liability for Defects

We guarantee that the products are free of defects at the time of the transfer of risk. The statutory provisions apply to the warranty for the goods delivered. The warranty period is 12 months from the transfer of risk.
If the Customer provides their own materials, they are responsible for their suitability for the intended purpose.
The Customer is obligated to immediately inspect the goods after receipt. Complaints about apparent defects or about the quantity or type of delivery must be submitted in writing within one week of receipt. Non-apparent defects must be reported immediately after discovery.
In the event of a defect, we have the right to choose whether to rectify the defect or deliver a defect-free item (subsequent performance). The Customer's right to choose the type of subsequent performance remains unaffected. We are entitled to make the type of subsequent performance chosen by the Customer conditional upon the payment of the purchase price.
If subsequent performance is not possible or is unreasonable for us, the Customer can, at their discretion, withdraw from the contract or reduce the purchase price. Further claims, in particular claims for damages or lost profit, are only valid under the conditions of Section 11.
We are not liable for any defects that have arisen as a result of improper handling, installation, or the use of products not suitable for the intended purpose or that have been subsequently modified or treated in a way that deviates from the manufacturer's instructions or that can be traced back to the processing or use of materials provided by the Customer.
The information provided by us regarding the goods (e.g., technical data, composition, or use) is non-binding unless expressly agreed otherwise.
The Customer is obligated to inspect the goods to ensure they are free from defects and conform to the order before processing them. Any further processing is only permitted after a defect-free delivery has been inspected by the Customer. We are not responsible for any damage incurred during the further processing of defective goods.

Section 11 - Liability for Damages

Our liability is limited to intent and gross negligence, including intent and gross negligence on the part of our representatives and vicarious agents. Our liability for a breach of material contractual obligations, especially for the delivery of defect-free goods, is unlimited in cases of intent and gross negligence. In cases of slight negligence, we are only liable up to the amount of typical, foreseeable damages. Our liability for injury to life, limb, or health remains unaffected.
Claims against us for damages due to delay are limited to a maximum of 0.5% of the net price for the delayed goods per complete week of delay, but not more than 5% of the net price for the delayed goods. Our liability is limited to foreseeable damages, and any additional claims, including lost profit, are excluded.
Warranty and material defect claims do not limit any claims for damages according to Section 11, No. 1 and No. 2.
Liability for indirect or consequential damages, in particular lost profit and financial loss, is excluded unless the liability is based on intent or gross negligence, liability for injury to life, limb, or health, or liability under the German Product Liability Act (Produkthaftungsgesetz).
The statutory rules apply to reverse burdens of proof.

Section 12 - Payment

Payments are to be made in Euro (EUR).
Unless otherwise agreed, invoices are payable immediately without deductions. This also applies if the goods are not delivered on time due to circumstances for which the Seller is not responsible.
We reserve the right to demand advance payments or security deposits at any time. We may, at our discretion, deliver cash on delivery or collect cash in advance, depending on the nature and scope of the Customer's order.
Bills of exchange are only accepted if expressly agreed and are only considered payment after they are honored.
In case of default in payment, the statutory interest rate in accordance with § 288 of the German Civil Code (BGB) will be charged; we reserve the right to assert further damage.
The Customer is only entitled to offset, retention, or reduction, even if notices of defects or counterclaims are asserted, if their counterclaims have been legally established or are undisputed. In cases of defects, Section 10, No. 8 applies.

Section 13 - Place of Performance, Place of Jurisdiction, Applicable Law, and Export Regulations

Place of performance for the delivery is the registered office of our company in Karlsbad.
Place of jurisdiction for all disputes arising from the business relationship with business persons is the registered office of our company in Karlsbad. We also have the right to bring an action against the Customer at their general place of jurisdiction.
German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
The Customer is obliged to comply with the export and import regulations and all other government requirements of the countries in which the goods are delivered or to which they are delivered. 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 necessary 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 14 - Data Protection

We process personal data of the Customer in compliance with the applicable data protection regulations. Further details can be found in our data protection declaration.

Section 15 - Severability Clause

If individual provisions of the contract with the Customer, including these Terms, are 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. The same applies to any gaps in the contract.

This section establishes that if the customer is a merchant, a legal entity under public law, or a special public fund, Leinefelde-Worbis is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship and also the place of performance.

It states that if any provision within the terms or other agreements becomes invalid, it won't affect the validity of the remaining provisions or agreements.

Section 16 - Data Protection

This section outlines the company's commitment to protecting the customer's personal data according to the Federal Data Protection Act (Bundesdatenschutzgesetz) and ensures that address data won't be shared with third parties but may be used with logistic service providers.

The company reserves the right to obtain a credit report before delivering products on an invoice or in other cases when there is a legitimate interest. For significant orders abroad (outside the EU) from new customers, the company may request references regarding the trustworthiness of the business before order processing.

The contact information for MIDAS Surfaces GmbH is also provided at the end, including the names of the managing directors, their address, phone number, fax number, and email address. This information is useful for contacting the company or their representatives.

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)