General Terms and Conditions of Sale – MMI LLC.
On bidding you agree to the following SALES CONDITIONS:
Auction fee: After successful acceptance of the winning bid all purchasers will be charged with an auction fee of 15 % on the net bidding price
Date of payment: Payments must be paid by bank transfer not later than five (5) days after the date of the winning bid
VAT: The value added tax is charged at the rate currently valid in Germany. Customers from third countries and EU countries must pay the VAT initially and will be reimbursed on presenting the original export bill, signed and stamped by customs, or presenting the original export confirmation for purposes of sales tax respectively.
Non-liability: All articles are used and sold “as seen”, disclaiming any guarantee and liability towards MMI LLC. and/or the owner of the items.
Inspection: Possible upon agreement
End of the auction: article-specific
Bidding deadline: The end of the auction for an article will be prolonged automatically by a certain time, insofar as bids are still placed within this period (prior to the end of bidding).
Terms of delivery: ex site machine location. The collection of the purchased items can only be made within the indicated collection times respectively solely on appointment.
Collection times: upon agreement and after complete payment
Address of collection: The articles are stored at different locations. You will find more information on the auction platform (see article description). Please turn to your contact persons in advance:
Mr. Paul Zimmer – President MMI
More important indications:
1.) The purchaser is responsible for the approval of the import of the contract goods into the individual country. Notwithstanding the fact that import is rejected, the purchaser must fulfill the obligations of the purchase contract.
2.) MMI LLC. reserves the right to withdraw the articles from purchase at any time.
3.) Despite the fact that all information is based on reliable sources, MMI LLC. does not accept any guarantee for correctness.
4.) Please visit this website regularly in order to be informed about alterations
General terms (online and offline)
Sales commission (online and offline)
Purchase commission (online and offline)
MMI LLC. as vendor
MMI LLC. as vendee
A. General Terms
1. MMI LLC.:
MMI LLC. offers an internet market place (“online”) basically consisting of a database, a website and different data processing systems (hereinafter referred to as “MMI LLC.-platform”) for the marketing of used machines, plants and other economic goods and overstocks (hereinafter referred to “items”). Furthermore, MMI LLC. will provide support to their clients with the marketing of items in traditional auctions and other bargains and services outside of the MMI LLC.-platform (“offline”).
The MMI LLC. Terms and Conditions apply to all kinds of online and offline deliveries and services rendered by MMI LLC. (comprising: “online services”) (comprising: “offline services”), online services and offline services comprising also “MMI LLC. services”). In the event that one or several contracts/agreements exist between MMI LLC. and their customer they are integral parts of the MMI LLC. Terms and Conditions and become valid on acceptance, insofar as no other contradicting agreements are declared. Concerning offline auctions and special services (consultancy services, assessments, inspections, shipping services) separate Terms and Conditions apply which, if so, refer to these MMI LLC. Terms and Conditions.
3. These MMI LLC. Terms and Conditions apply only for companies subject to Article 14 BGB (Civil Code Germany), legal entities under public law or special asset funds under public law, – hereinafter called “customers”. Other customers are allowed to make use of the services offered by MMI LLC. only in the event of explicit consent by MMI LLC..
4. Double Broker Activity:
In general, MMI LLC. will broker transactions for both contract partners. MMI LLC. services are generally subject to compensation for both contract partners of a transaction.
5. MMI LLC. compensation, MMI LLC. pricelist, replacement of expenditure:
MMI LLC. is entitled to claim compensation for services they rendered (“MMI LLC. compensation”) in compliance with the contract. Certain online-services are subject to the price list published on the MMI LLC. platform on the date of the conclusion of the contract (“MMI LLC. price list”). MMI LLC. reserves the right to change the price list at any time. Contracts already agreed upon (as far as these are binding) remain unaffected. The prevailing MMI LLC. price list is part of these Terms and Conditions of MMI LLC.. MMI LLC. is entitled to claim replacement of expenditures in the event that the customer prematurely cancels the agreement or subsequently excludes items from the contract. Clause 9 and further claims of MMI LLC. on replacement of expenditure remain unaffected.
Our invoices are due and payable net and without any deduction on receipt. In the event that the customer doesn’t pay within five (5) days from the date of invoice he is in default with payment without reminder.
7. The VAT (value added tax) is not included in the prices named by MMI LLC., but is separately shown to the extent applicable by law on the date of invoicing.
8. The customer shall only have the right to offset and endorse retention of goods if his counterclaims – also commercial – have been finally and absolutely established at law, are undisputed or have been recognized by us.
9. Contract Validity, Termination:
MMI LLC. and the customer can terminate the contract within the termination notice of 6 months unless a minimum period or prolonged termination notice has been agreed upon. Provided letters of intention and an already existing claim on MMI LLC. compensation remain unaffected. The notice of termination of the contract is required in writing.
The customer agrees not to use any business and technical information received from MMI LLC., hereunder especially the personal data of other customers and all information on the items as far as they are not common knowledge (without the customer being responsible), and to treat these strictly confidentially after the contractual agreements have expired. The aforesaid may not be used for any other purposes than those agreed upon, and may not be accessible to any third party, reproduction is prohibited. This applies to any information the customer may get hold of during viewing on-site and for all technical documentation, cost estimates, illustrations and calculations the customer has been entrusted within the framework of the agreement and its implementation. We reserve title to property, copyright and other rights. Insofar as the customer uses such documents without being authorized MMI LLC. is entitled to request prompt surrender (on their own behalf or in the name of the holder of the rights).
11. Warranty of the customer, indemnity:
The customer shall assume responsibility and guarantees that he recognizes the legal regulations of his business to full extent, expressly the regulations of the rights of data protection, law on competition and supervision and the purchasing and buying orders placed by him do not violate any laws or any rights of third parties, particularly with regard to rights on property and right of lien or other rights in rem or patents, trademarks and copyrights and other industrial property rights. Particularly with regard to the sale of items which are subject to legal prosecution under German Law or other countries the customer is not allowed to offer or sell such items the sale of which is prohibited or needs official permission, here in particular weapons of all kind. The customer exempts MMI LLC. from all claims of third parties raised due to unlawful violation by the customer of this clause.
Our liability becomes effective on damages attributed to willful intent or gross negligence. MMI LLC. is liable for damages resulting from culpable injury to life or health also in the case of minor negligence. In the case of any culpable breach of a contractual duty MMI LLC. is liable also in the case of minor negligence, however, in this case liability is limited to the amount of property loss which MMI LLC. must have foreseen as a possible implication of a contractual violation at the date of conclusion of the contract.
Declarations of intention and other legally substantive statements or activities published by MMI LLC. on the instigation of a customer or transferred to another customer or having been accepted by another customer are declarations, statements or activities exclusively expressed by the customer himself (or other customers) for whom MMI LLC. is communicator of the message. MMI LLC. is neither authorized nor legally responsible for these declarations of intention and legally considerable statements or activities and insofar does not act as agent. Neither does MMI LLC. accept any obligation for the delivery or acceptance of items or other objects or act in return for services.
14. No liability for fraudulent use or creditworthinessa
MMI LLC. cannot assuredly exclude that the person, named in the letters of intention forwarded or received by MMI LLC., and therein called offer or recipient, de facto does not exist. The customer rendering or accepting an offer acts at his own risk regarding the existence of the contracting party, this is correspondingly valid regarding the creditworthiness of the customer. The same applies in the event that a membership number, a password or an URL (uniform resource locator) falls into the hands of a person without authorization to execute a declaration of intention. A liability on behalf of MMI LLC. remains excluded according to the regulation to hold the messenger liable without authorization. Clause 12 remains unaffected.
15. Non-solicitation clause
Customer commits himself to not actively enticing members of MMI LLC. staff and/or other customers.
16. The right to revoke
MMI LLC. herewith gives notice of revocation to the terms and conditions of the customer insofar as MMI LLC. did not expressly agree to them in written form. Such acceptance is valid in individual cases only and does not refer to former or future online or offline services.
17. Amendment of the General Terms and Conditions of MMI LLC.
MMI LLC. is entitled to unilaterally vary the agreement also effective for future business transactions in compliance with a deadline of one (1) month.
18. Amendment of the services:
MMI LLC. is entitled to vary their service offer at any time. Any claims for damages from contracts already agreed upon remain unaffected.
MMI LLC. is entitled to make use of the cooperation with the customer in their marketing insofar as the individual materials in connection with which the customer is named is presented to him for acceptance prior to usage.
MMI LLC. is entitled to employ subcontractors for all online or offline services, the liability to customers according to clause 12 remains unaffected. Insofar as needs of the customer concerning data protection or supervision are affected through the selected subcontractor without prior agreement, approval must be obtained. Approval must be refused for important reasons only.
Any declarations and information in accordance with the MMI LLC. Terms and Conditions and those provided in the contract will not be recognized unless they are in writing. The written form is considered valid if the declaration is given on the MMI LLC. platform in writing by using the template offered for this purpose or sent per E-Mail.
The customer is entitled to assign the rights included in the contract with prior consent of MMI LLC. – except payment claims which must be met in full.
23. Partial nullity:
If one or several provisions of this agreement become invalid or not realizable or if this agreement should contain gaps, the validity of the remaining provisions shall not be affected. Instead of the invalid provision such effective provision is agreed which corresponds to the spirit and purpose of the invalid agreement. In the event of an existing gap such provision is valid which comes as close as possible to the original purpose and what would have been concluded according to the spirit and purpose of the agreement if this had been established from the outset. This also applies if the nullity of a clause is based on a standardized measure of the service or time agreed upon in the contract. In such cases an approximate legally admissible measure of service and time replaces the agreement.
24. Agreement on the applicable law:
The contractual relations between MMI LLC. and the customer are subject to U.S. Law only; application of the Private International Law and the UN Convention on contracts for the International Sales of Goods are barred.
25. Place of jurisdiction:
The place of performance and legal venues for MMI LLC. AGB and all disputes arising from a contract is Illinois. We shall, however, also have the right to bring legal action against the customer at his own general place of jurisdiction.
B. The following special conditions become valid for auction agreements. The conditions of part A remain amendatory.
B.1 General Terms and Conditions for auction agreements (online and offline)
26. Commission, follow-up agreements, reimbursement of expenses
In the event of MMI LLC. acting as broker on selling an item MMI LLC. is entitled to claim a commission specified in the agreement(“MMI LLC.-commission”), for online services stipulated in the MMI LLC.-price list according to the MMI LLC. price list. Any further purchase agreement (follow-up agreements) MMI LLC. arranges for and concludes between the customer and the co-contractor MMI LLC. is entitled to claim a corresponding amount of MMI LLC. commission. Clause 10 remains unaffected.
The customer commits himself to sell or buy items, which are subject-matter of a brokerage agreement with MMI LLC., only via MMI LLC., according to the conditions of such agreement and to abstain from offering such items to third parties during the term of such agreement, “sale by private contract” excluded. In the event that an interested party contacts a customer by requesting a deal on purchase or sale of an item the customer is obliged to point out (as vendor) that MMI LLC. is broker respectively that MMI LLC. has drawn his (as vendee) attention to the business. The customer has to inform MMI LLC. about any contact.
28. No liability, instructions, inspection:
The items are generally used and not manufactured as a new product. Machine descriptions offered in a catalogue or on the MMI LLC. platform, hereunder fall special statements about the origin, condition, age and authenticity of the individual item is given to the best of our knowledge. However, no liability on their correctness can be accepted. In particular the descriptions don’t represent any specifications on features of the items. Drawings may deviate from the original. Additional information not available in the catalogue or on the MMI LLC. platform may be obtained at stock location. Any customer is obliged to inspect the items as far as it is possible for him. Dates for inspection must be agreed upon by MMI LLC.. MMI LLC. is authorized to exclude an item at any time if they are of the opinion that the statements of the vendor are incorrect, especially if they do not correspond to the actual condition of the item; however, MMI LLC. is not obliged to inspect the quality.
29. Transfer of risk
In the event that a purchase agreement has been concluded all risk (breakage, shrinkage, accidental damage or theft) shall pass to the customer. From this point on all costs shall be at the expense of the vendee.
30. Payment of MMI LLC. commission:
The MMI LLC. commission is due and payable to MMI LLC. directly after conclusion of the purchase contract. The MMI LLC. commission is due and payable if a purchase contract is agreed with a third party on account of a transfer of information by the customer. Clause 10 remains unaffected. MMI LLC. commission shall be charged on arrears with interests at a rate of 8 percentage points above the base interest rate
31. Directly enforceable suretyship
An entrepreneur in the legal sense of Art. 14 BGB (German Civil Code) who is bidding for or purchases an item by order and on account of a commissioner is directly liable to fulfillment of the debts of this commissioner.
32. Payment of the purchase price:
The purchase price must be paid directly after conclusion of the purchase agreement. In the case of any delay in payment of the purchase price interests will be charged on arrears at a rate of 8 percentage points above the base interest rate. In addition to this the vendor is entitled to place a deadline with a reasonable dispatch on behalf of the vendee on payment and supplementary performance. At inefficacious expiration of the deadline the vendor is entitled to withdraw from the contract and/or demand compensation in lieu thereof. The vendor is now entitled to use the item again. The vendee is not entitled to bid again in the event of a new offer for sale. In the event that the vendor claims any compensation the vendee is obliged to reimburse any costs arising from this new sale of the item and refund a possible loss in sale. The vendee cannot claim additional revenues. MMI LLC. claim on MMI LLC. commission against the vendee and/or the vendor remains unaffected in the event of a withdrawal from the contract and/or demand for compensation.
33. Delivery/collection of items, costs, danger, transfer of property:
33.1 In the event that no definite deadline for collection has been agreed upon the vendee undertakes to collect the purchased items at the storage location directly after the purchase contract has been concluded, however, within one week after date of purchase conclusion at the very latest. The items will be delivered only if payment is deemed made when the amount in question has been credited to our account. All kinds of export duties and taxes will be placed to the debit of the vendee. The transport from stock location will be at vendee’s risk and expense. All costs for transport, insurance, packaging and all costs for the purpose of clearance have to be paid by the vendee. Until complete and unlimited payment the vendee acquires not property of the items to be collected.
33.2 In the event that the deadline for collection has been surpassed the vendee is liable for the costs arising, particularly those for storage and maintenance of the item. Any storage and any dispatch are at the expense of the vendee. In the event that the date of collection has been surpassed the vendor can place a reasonable grace period for the collection of the items on behalf of the vendee. If this grace period expired the vendor is entitled to store the items at his own option or to furnish them to be utilized or scrapped, in any case at the expense of the vendee.
34. No liability of the vendor for latent defects of used items or items not manufactured as new products:
In general the items are used and not manufactured as new products. The vendor is not liable or guarantees latent defects for such items for the benefit of the vendee in so far as no other is agreed upon unless liability is compulsory by law.
35. Liability of the vendor to the vendee
35.1 Items not manufactured as new products:
The vendor assures the vendee that vendee is authorized to dispose of the item and that no rights on the item are assigned to any third party. In all other cases the vendor is not liable towards the vendee as far as no other agreement is effective unless liability is compulsory by law.
35.2 Items manufactured as new products:
The rights of the vendee towards the vendor on defaults in the case of material defects and defects of title of items are limited according to the following provisions: the obligations in terms of commercial law to examine the items without any delay and to notification of defects are likewise valid for all vendees, independent of the fact that it is a commercial transaction for them. The item is considered as approved in the event that notification of defects have not been declared or announced in due time. The claims of the vendee towards the vendor on behalf of material defects are limited to supplementary performance. In case of non-compliance with a supplementary performance, the vendee may claim a reduction on the purchase price or withdraw from the agreement at his own option. The vendor reserves his rights to choose the type of supplementary performance at his own discretion; the right of choice is not transferred to the vendee until vendor defaults the supplementary performance. Guarantee on procurement requires in any case explicit declaration of the vendor. An independent manufacturer’s warranty which has been attached to the object does not justify a guarantee on procurement unless it has been agreed upon expressly.
35.3 The rights of the vendee in respect of material or legal defects are excluded in so far as (a) the item deviates only slightly from the specification of procurement or suitability of the item for the agreed application, is only slightly restricted or (b) the deficiency can be attributed to the fact that the vendee uses the item for another purpose than agreed upon in the contract or uses the item in nonconformity with legal regulations or the instructions published by the manufacturer or in the event that the vendee processes the item without written consent of the vendor or uses the item together with other products which were not definitively released by the vendor. The rights of the vendee regarding defects of title are excluded in so far as they relate to rights governed beyond the U.S. or in the event that the vendee on demand of the vendor does not comprehensively dedicate the defense and authority to him. In the event of a resale of the item, any rights of recourse against the vendee are excluded if and insofar as the vendee cannot verify that he delivered the goods to his customers, which he bought from the vendor and which were destined for resale in the order of delivery, (FIFO = first in – first out).
B.2 Online agency
The following additional conditions apply for the online agency
36. Registration: Customers applying for an online agency service must register with the registration form made available online and/or offline with (a) name, the postal address, telephone number, telefax number, e-mail address, a password between 5 and 10 characters and (b) other statements demanded from MMI LLC. for reasons within their own discretion to submit duly and fully completed with the date and if necessary subscribed and to prove official identity on demand. The customer assures that the information about his person is true and precise. He is obliged to inform MMI LLC. without delay about any amendment of the data given. The right to admit registration is excluded. Not valid are the legal regulations called for in Art. 312e para 1, sentence 1, no. 1, no. 2 (associated with the BGB (Civil Code Germany) statutory requirement to furnish information), no. 3 and sentence 2 BGB (Civil Code Germany) (there particularly the regulation to furnish information on the individual modalities leading to a contract conclusion which applies for the storage of the contract and to make the text of the contract accessible, about the identification and correction of faults resulting from the entry of data, on the languages available at contract conclusion and about appropriate codes of behavior and the regulations on prompt electronic confirmation of the receipt of an order and the admission of an order and confirmation of receipt)
In the event that the customer is registered by a representative, MMI LLC. is entitled to demand proof of the actual authority. MMI LLC. shall stipulate the details of the actual authority to be proved.
38. Upon registration the customer chooses a membership name and a password. The membership name can be an e-mail or internet protocol address (IP address), may not impinge on the rights of third parties, particularly on no rights on trademarks and names and must not offend common decency. The member must keep his password strictly confidential. MMI LLC. will not pass on the password to third parties. In the event that the customer gains knowledge that third parties had access to the MMI LLC. platform or other stored secret information, or if he deems this to be possible, he must inform MMI LLC. without delay.
39. Framework agreement:
On acceptance of registration by MMI LLC. a framework agreement comes into force between MMI LLC. and the customer on the agreement and performance of agreements about online agency according to the details of these MMI LLC. Terms and Conditions.
In each agreement the customer has to specify the item, the product group, the advertising price. In the event that an order is accepted, an agreement between MMI LLC. and the Customer about online-agency according to the conditions of the order and these MMI LLC. Terms and Conditions is concluded, insofar as no exception has been concluded for the individual case. A claim on the acceptance of orders does not exist.
41. MMI LLC. compensation, no claim of the customer on entering items into the MMI LLC. platform:
MMI LLC. is entitled to claim a compensation for the item that has been entered and admitted in the MMI LLC. platform as bidder according to these MMI LLC. Terms and Conditions and the MMI LLC. price list. MMI LLC. reserves the right to reject the entering of an item into the MMI LLC. platform. A claim of the customer with respect to entering of items does not exist.
42. MMI LLC. is exclusively responsible for the administration of the MMI LLC. platform. The following applies in particular:
42.1 The customer undertakes to consider the instructions given online to describe the item and to perform the individual transaction.
42.2 The customer’s rights to use the MMI LLC. platform are limited to the internal business purposes of the customer and result exclusively from the agreement and these MMI LLC. Terms and Conditions. All other rights at the MMI LLC. platform remain reserved.
42.3 MMI LLC. reserves the right to reject an item, a bid, an offer or an acceptance without giving reasons or to allocate an item to a product group other than given by the vendor. MMI LLC. is entitled to change the user interfaces of the MMI LLC. platform. In the event that a date and time has been determined, the time of the system clock of MMI LLC. is exclusively applicable.
42.4 The quotations made by the customer are exclusively valid in the currency selected by the customer. The foreign currency translations of prices on the MMI LLC. platform are non-binding and are intended for customer’s information only.
42.5 Any information of the customer is entered encrypted so that the data cannot be identified by other users. Only in the event where a contract conclusion has been realized and inspection on-site becomes necessary is MMI LLC. authorized to make known the contact data of other customers. The identification data of customers and the data transferred to MMI LLC. in connection with a business conclusion will be stored by MMI LLC. in a machine-readable way. MMI LLC. uses the data to operate the MMI LLC. platform only and to perform the MMI LLC. services; however, MMI LLC. is not obliged to delete data instantly regarding concluded processes, but is indeed entitled to keep these data stored. The customer gives a corresponding consent through his registration. The customer is entitled at any time to withdraw his consent to use the data of customers.
43. Obligation of customer:
If not otherwise specified the customer is responsible for creating the required surroundings necessary for the use of the MMI LLC. platform and for providing MMI LLC. with all necessary information required for execution of the transaction. Furthermore the customer shall inform MMI LLC. immediately about recognizable and imminent malfunctions of MMI LLC. services and shall support MMI LLC. with the detection of the reasons and their elimination.
44. Sale versions:
The customer can choose between the versions described hereinafter (online-auction, sale by private contract).
45. The online-auction:
Online-auction can only be installed after having consulted MMI LLC..
45.1 The vendor enters a starting price online and optionally a minimum price which he intends to achieve and stipulates the end of the bidding period with date and time (run time of the online-auction). These declarations represent a binding offer on the part of the vendor for the sale of the item. The offer turns to the bidder who places the highest bid during the run time of the online-auction and who exceeds the possibly stipulated minimum price.
45.2 The vendee declares the binding acceptance of the offer by bidding online. The acceptance must state a purchase price that is given in the online-mask field and that exceeds the bidding price by one or more steps. The bid expires if another bidder places a higher bid during the run-time of the online-auction. Decisive for the measuring of the run time of the online auction is the official MMI LLC. time. MMI LLC. acts as the message communicator of a declaration of intention of the vendee and as recipient of the vendor on behalf of the acceptance. The vendor undertakes not to declare acceptance for items for which he himself placed a bid or representatives or delegated persons who placed bids in his name.
45.3 The purchase agreement on the item is realized between the vendor and such vendee who offered the highest bid by the end of the run-time of the online auction and at least achieved a possible minimum price. MMI LLC. informs the vendor about the contact data of this vendee. MMI LLC. also informs the vendee accordingly and gives him the contact data of the vendor.
46. Sale for fixed price – cancelled
47. Sale by private contract
47.1 The vendor quotes his bid price. The statements of the vendor are an invitation to submit offers. Vendor’s quotations are requesting a bid. By entering the data the vendor announces the publication of the item on the MMI LLC. platform. At any time the vendor reserves the right to withdraw his invitation, no binding force becomes effective.
47.2 Upon invitation the vendee places a binding offer (bid) online. Together with the bid the vendee must place a binding deadline as to date and clock-time; he is bound to his purchase offer until the deadline expires. Particularly in cases his bid lies under the bid price. In the event that the bid of the vendee lies under the bid price the vendee will be advised. If both vendor and vendee have different prices in mind a member of the MMI LLC. staff can try to realize a purchase order by contacting both, vendor and vendee. In this case MMI LLC. is entitled to charge an additional price (purchaser’s commission). Regarding the offer MMI LLC. acts as the message communicator of a declaration of intention of the vendee and as recipient of the vendor.
47.3 The purchase contract is concluded if the vendor submits an online declaration of acceptance regarding vendee’s offer which the vendor himself chooses within the accepted deadline. MMI LLC. acts as the message communicator of such declaration of acceptance of the vendor and as recipient of the vendee. Which of the offers the vendor will accept lies within his sole discretion, the selected offer must not be the highest. If the vendor placed a declaration of acceptance MMI LLC. will convey the contact data of the vendee to him. MMI LLC. informs this vendee about the passing on of his contact data to the vendor. With vendor’s acceptance the obligation of the other users which placed offers expires. MMI LLC. informs these users about the expiration of the obligation.
48. Bids – cancelled
C. Commission contracts are subject to the following special conditions. The relevant applicable terms of part B and A shall apply.
C.1 Sales commission
49. Sales Commission Contract:
With the acceptance of the order of a customer who intends to commission MMI LLC. with the sale of an item on his own behalf, but for account of the customer (if required by auction) a sale commission contract between the customer (so-called consigner) and MMI LLC. (so-called commission agent) is concluded under the following conditions.
50. Ownership, insurance, confidentiality:
Until sold, the item remains property of the customer. The customer shall insure the item against fire, other damages and theft. MMI LLC. will treat the identity of the customer towards the bidding parties as strictly confidential, if this is expressly agreed upon.
The customer shall allow MMI LLC. and interested bidding parties named by MMI LLC. to inspect the item. The bidding parties commit themselves in advance to agree upon the date and other modalities of inspection and if required the disassembly of the item with the customer and to acknowledge the safety regulations valid in the enterprises of the customer. The same applies to a possible inspection of the item by members of the MMI LLC. staff.
52. Other offers:
During the duration of the contract the customer commits himself to refrain from offering the item otherwise than agreed upon.
53. The right of own-name transaction:
MMI LLC. is entitled to buy the item even if it has no exchange or market price (right of own-name transaction according to Art. 400 HGB [Commercial Code Germany]) insofar as MMI LLC. gives evidence about the correctness of the purchase price at which MMI LLC. intends to buy the item, unless the customer abstains from the evidence.
In agreement with the vendee MMI LLC. will arrange for delivery of the item in such a way that the vendee collects and disassembles the item at his own risk and expense.
MMI LLC. will not concede any rights to the vendee regarding possible defaults of quality or title of the item, which go beyond the scope of the legal rights of the vendee, insofar as the customer did not agree upon a further regulation concerning a specific case. Upon first request the customer shall exempt MMI LLC. against all claims of the vendee, based on possible defaults of quality or title of the item.
56. The purchase price:
MMI LLC. is entitled to arrange a date of payment of up to three months. MMI LLC. may not undercut the minimum price possibly agreed upon without consent of the customer. MMI LLC. is not liable for the credit worthiness of the vendee .
57. Collection of outstanding debts, settlement:
MMI LLC. is entitled to collect the purchase price and to offset it against their own commission claim.
MMI LLC. obtains a commission according to the contract concluded. The calculation base for such commission is the net purchase price, i.e. the purchase price without consideration of costs arising through dismantling, transport, insurance and others. MMI LLC.’ claims for reimbursement of expenses comply with legal regulations U.S. commercial code.
Within one (1) month after receipt of the purchase price MMI LLC. settles the account and pays the purchase price minus commission and reimbursement of expenses to the customer.
C.2 Purchase commission:
In the event of an order placed by a customer on behalf of MMI LLC. to buy an item in their own name, but for customer’s own account, a purchase commission contract is agreed between the customer (so-called consigner) and MMI LLC. (commission agent) according to the following conditions. In addition to this, part A and B of these MMI LLC. Terms and Conditions apply.
61.1 MMI LLC. will attempt to source a purchase item corresponding to the specifications laid down in the commission contract and acquires consignment for such item, i.e. on their own behalf, but on account of the customer. Insofar as a maximum price has been expressly agreed MMI LLC. may not surpass this without consent of the customer.
61.2 MMI LLC. shall assume responsibility for the inspection of the purchase item and on request shall arrange the disassembly and transport of the purchase item to the customer and at customer’s expense. The assembly of the purchase item at customer’s location and the raising of all claims on account of possible material defects and defects of title concerning the purchase is to be settled by the customer.
61.3 As long as the contract is valid the customer may not inform any third party about his intention to buy the purchase item.
61.4 MMI LLC. is entitled to deliver the item from their own stock even if it has no exchange or market price (right of own-name transaction according to Art. Insofar as MMI LLC. gives evidence about the correctness of the purchase price at which MMI LLC. intends to buy the item, unless the customer abstains from the evidence.
61.5. MMI LLC. obtains a commission according to the contract conclusion. Calculation base for such commission is the net purchase price, i.e. the purchase price without consideration of costs arising through dismantling, transport, insurance and others. MMI LLC.’ claims for reimbursement of expenses comply with legal regulations U.S. law.
D. The following special conditions become valid for purchase agreements
The relevant applicable terms of part C, B and A shall apply.
D.1 MMI LLC. as vendor
62. In the event that MMI LLC. accepts the order of a customer, who intends to buy an item from MMI LLC., a purchase contract becomes effective between the customer and MMI LLC. subject to the conditions of these MMI LLC. Terms and Conditions. MMI LLC. reserves the right to accept the order within a deadline of two (2) weeks.
63. Estimates of costs are non-binding and comprise only an invitation to the customer to describe his offer.
64. Terms of delivery:
The delivery of items will be made ex ground work of the particular location. The prices calculated by MMI LLC. are to be understood correspondingly.
65. Delivery dates are binding only with expressly written confirmation. Their adherence requires the fulfillment of all delivery conditions to be fulfilled by the customer. Short sales expressly need written confirmation.
66. Partial deliveries are allowed..
67. Any delivery is subject to correct and timely supply to MMI LLC. through their sub-contractors. In the event that the customer knows or it is evident from the circumstances that MMI LLC. must buy the item prior to its delivery to the customer, MMI LLC. is entitled to withdraw from the purchase contract if the sub-contractor did not execute delivery in due time, or incorrectly or not at all.
68. Material defects and deficiencies in title:
68.1 MMI LLC. does not grant guarantees on any material defects, unless otherwise agreed or a compulsory binding liability applies.
68.2 The following applies for manufactured new items and defects of title:
Customers rights regarding possible defects on material and titles of items are regulated by law in accordance with the following stipulations:
The obligations in terms of commercial law to immediate examination of the item and notice of defects are valid for all customers likewise, regardless of whether it is a commercial transaction on their behalf or not. In the case of delayed notification the item shall be deemed accepted. The claims of the customer against MMI LLC. on account of latent defects remain restricted to supplementary performance. The customer reserves the right to reduce the purchase price in the event that supplementary performance fails or to choose to withdraw from the contract. MMI LLC. reserves the right to choose the kind of supplementary performance. In the event that MMI LLC. is in default, the option is transferred to the customer. In any case guarantee on quality is subject to an explicit explanation by MMI LLC.. A guarantee furnished by the manufacturer which is attached to the item is not the basis of a guarantee on quality unless it is explicitly agreed.
68.3 The rights of the customer in terms of material or legal defects remain barred in so far as (a) the item deviates only slightly from the specification of procurement or suitability of the item on the application agreed upon is only slightly restricted or (b) the deficiency can be attributed to the fact that the customer uses the item for another purpose than agreed upon in the contract or uses the item in nonconformity with legal regulations or the instructions published by the manufacturer or in the event that the customer processes the item without written consent of MMI LLC. or uses the item together with other products which were not definitively released by MMI LLC.. The rights of the customer regarding defects of title are excluded in so far as they relate to rights governed only beyond the European Union and Switzerland, or in the event that the customer on demand of MMI LLC. does not comprehensively dedicate the defense on MMI LLC. and gives MMI LLC. all necessary authorities. In the event of a resale of the item any possible rights of recourse are excluded if and in so far the customer cannot verify that he delivered the goods, received from MMI LLC., to his customers, and which were destined for resale in the order of delivery, (FIFO = first in – first out).