Conditions
1. General provisions
1.1 These sales and delivery conditions apply to everything between MILES Consulting & Commerce (hereinafter: “MILES”) and the respective customer (hereinafter: “Customer”) and are based on these as exclusive sales and delivery conditions. These General Terms and Conditions also apply to future business relationships without MILES having to refer to them again. The customer's general terms and conditions do not become part of the contract, even if MILES has not expressly objected to them, unless MILES has expressly agreed to their validity.
1.2 These sales and delivery conditions only apply to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.
1.3 All offers and cost estimates from MILES are always subject to change. Verbal or telephone agreements as well as any agreements made by MILES representatives or travelers are only valid if they have been confirmed in writing by MILES. Excepted from this is the priority of the individual agreement.
1.4 Unless expressly agreed otherwise, the contract is concluded as follows. After prior agreement with the customer, MILES will make a written/oral offer to the customer. MILES is bound to this offer until the end of the respective calendar day. If the customer agrees to this, he will sign the offer/confirm it in writing and send it to MILES. After receiving the offer, MILES will send the customer an order confirmation/invoice in written form. The contract is concluded when payment of the invoice amount received is received on the same calendar day.
2. Delivery times, transfer of risk
2.1 All information about delivery times requires express written confirmation by MILES. All delivery times are subject to timely, complete and correct delivery by MILES. The delivery deadline is met if the goods have left MILES' premises by the end of the delivery deadline or MILES has informed the customer that they are ready for dispatch, unless otherwise expressly agreed in writing.
2.2 If, contrary to expectations, a product ordered by the customer is not available despite timely conclusion of an adequate cover transaction by MILES for a reason for which MILES is not responsible, the customer will be informed immediately by MILES of the unavailability.
2.3 Goods ordered on demand must be accepted by the customer by the agreed acceptance date. If the customer does not adhere to the bindingly agreed retrieval dates, MILES is entitled to invoice the customer for the resulting fees, storage and other costs. MILES reserves the right to assert further claims.
2.4 The risk passes to the customer when the goods leave MILES' premises. If dispatch is impossible or the customer delays acceptance, MILES can take the goods into stock or store them with a freight forwarder at the customer's expense and risk. By storing the goods, MILES fulfills its delivery obligation.
3. Prices, payment terms
3.1 The fee for MILES' services is determined according to the offer/invoice submitted by MILES to the customer. All fees are plus the applicable statutory VAT. Shipping, packaging costs, cash on delivery fees and all comparable costs will be charged separately up to a minimum value of the goods and must be borne by the customer. If centrally placed orders are divided into several shipping addresses, the above regulation applies separately to each shipping address and shipping costs will be calculated for each address in accordance with the above regulation. If delivery is made to countries outside the European Union, additional costs may arise for which MILES is not responsible, such as customs duties, taxes or money transfer fees (transfer or exchange rate fees from credit institutions), which must be borne by the customer.
3.2 If disproportionate cost changes arise between conclusion of the contract and delivery, MILES is entitled to make an appropriate price adjustment corresponding to these factors.
3.3 The goods will only be delivered against advance payment on the same invoice day. The customer can make the payment he owes by using instant transfer and instant transfer. Purchase against invoice is only possible if an express written agreement is made before the contract is concluded. Once the MILES account is credited, the stock goods will be shipped to the customer immediately. Pre-orders are excluded from this clause.
4. Impediments to performance for which we are not responsible
4.1 Events of force majeure such as strikes, operational disruptions, pandemics, non-delivery from a pre-supplier or other unforeseen circumstances extend the delivery time for MILES to the customer in an appropriate manner. This applies in particular to Corona-related service delays. MILES is obliged to inform the customer immediately about impending obstacles to performance after MILES itself has become aware of them.
4.2 If delivery becomes impossible or unreasonable for MILES due to the circumstances mentioned, MILES will be released from its delivery obligation to the customer.
4.3 The customer can only assert claims for damages or withdrawal from the contract due to late delivery or non-fulfillment of the contract if the late delivery or non-fulfillment is due to the fault of MILES, the customer has previously notified MILES by registered letter and unsuccessfully in writing after the due date has specified an appropriate grace period. The customer is only entitled to further rights in accordance with Section 6 of these General Terms and Conditions of Sale and Delivery.
4.4 MILES is entitled to deliver equivalent or higher value goods to the customer in the event of non-delivery of the ordered goods, provided this is reasonable for the customer.
5. Subject of distribution and quality standards
MILES sells medical protective clothing and consumables in the medical sector. These are products of the best quality and highest safety. The goods delivered by MILES comply with the applicable requirements regarding the current state of technology and science as well as the applicable quality standards. The goods delivered by MILES have the relevant certifications.
6. Rights based on defects, liability, limitation period
6.1 If the goods delivered by MILES do not correspond to the agreed quality, the contractually stipulated intended use or the usual quality that the customer can expect based on the nature of the item and are not suitable for normal use, the customer's rights are as follows Regulations.
6.2 In the case of new goods, the customer is obliged to check the type, quantity and quality of the contractual products delivered immediately after receipt of the goods. Any defects that become apparent after this inspection must be reported immediately in writing, at the latest within 3 calendar days. If a defect later becomes apparent that cannot be detected by the aforementioned inspection upon receipt of the goods (hidden defect), the customer must immediately report the hidden defect to MILES in writing (in text form), at the latest within 3 calendar days of becoming aware of it. The decisive factor in all cases is receipt of the defect notification by MILES. The goods are deemed to be free of defects with regard to contractual and legal claims and rights if the complaint is made late. The provisions of Section 6.6 Sentence 2 remain unaffected by this.
Excluded from the regulation in sentence 6.2 are all products from special and remaining stock that are expressly excluded from exchange or return. The goods are considered purchased as soon as they are delivered by a shipping company and accepted by the customer. The note on our invoices that goods remain in the possession of MILES Consulting & Remain Commerce only applies to new goods that do not correspond to the special and remaining stock segment.
6.3 MILES is not liable for minor deviations in the quality of the materials unless MILES has given a corresponding guarantee.
6.4 MILES is not liable due to public statements in advertising or the advertising of another manufacturer of the goods delivered by MILES or its assistants if and to the extent that the customer cannot prove that the advertising statements influenced his purchase decision if MILES was not aware of the statement or not had to know, or the statement had already been corrected at the time of the purchase decision.
6.5 If the customer demands subsequent performance due to a defect, MILES will regularly deliver defect-free goods to the customer as a replacement. Replaced goods must be returned to MILES.
6.6 Further claims by the customer, in particular for damages instead of performance or supplementary performance and for compensation for any other direct or indirect damage - including incidental or consequential damage - regardless of the legal basis - are excluded. This does not affect the customer's claims if MILES fraudulently concealed a legal or material defect or if MILES has assumed a guarantee for the quality of the goods, the damage is due to intent or gross negligence on the part of MILES, MILES' legal representatives or vicarious agents Breach of duty by MILES, the legal representative or vicarious agent has resulted in damage to life, body or health,
MILES is liable for other reasons, e.g. under the Product Liability Act or
the damage is due to a negligent violation of essential contractual obligations (so-called “cardinal obligations”) by MILES, MILES’ legal representatives or vicarious agents. In the event of a simple negligent violation of cardinal obligations, MILES' liability to pay compensation is limited to the foreseeable damage typical for the contract. This does not apply to injury to life, body or health.
6.7 All rights of the customer in accordance with these terms and conditions of sale and delivery due to a defect expire one year after delivery of the goods. The claims for damages regulated in No. 6.6 Sentence 2 expire within the statutory limitation periods.
6.8 The customer's rights under Sections 445b, 478, 479 BGB remain unaffected.
7. Offsetting, right of retention
7.1 Offsetting against counterclaims from the customer is only permitted with undisputed and legally established claims.
8. Retention of title
8.1 The delivered goods remain the property of MILES until the invoice for the claim resulting from the delivery of the goods has been settled.
8.2 Furthermore, the delivered goods remain the property of MILES until all existing and future claims at the time of delivery have been settled, regardless of the legal basis, even if the purchase price for specifically designated claims has already been paid in part or in full.
8.3 For current invoices, the reserved property is considered security for MILES' balance claim.
8.4 If the realizable value of the securities existing for MILES exceeds MILES' delivery demands by more than 10%, MILES is obliged to release securities at the buyer's request.
8.5 MILES reserves ownership of all delivered goods until all claims from an ongoing business relationship have been settled in full. The customer may resell the reserved goods as part of normal business operations. The customer assigns all claims arising from this resale to MILES in advance - regardless of whether the reserved goods are combined or mixed with a new item - in the amount of the invoice amount, and MILES accepts this assignment. The customer remains authorized to collect the claims, but MILES can also collect the claims itself if the customer does not meet his payment obligations on time.
9. Pallets
9.1 Pallets delivered by MILES with the goods remain the property of MILES and, after delivery by MILES or MILES' forwarding agent, must be returned either to MILES or the forwarding agent in kind or in the form of pallets of the same type, quality and quantity.
9.2 If the owed return is not made despite MILES setting a deadline, MILES is entitled to invoice the customer for the replacement price of the corresponding number of pallets.
9.3 Cologne and Bonn pallet exchange is deemed to have been agreed.
10. Obligation to maintain confidentiality
Both contracting parties may neither exploit nor disclose to third parties the business or trade secrets of the other partner that have become known to them during their business relationship without the consent of the person concerned, unless the business or trade secrets are generally accessible. This also applies to the period after the respective contractual relationships have ended.
11. Data Protection
MILES collects, processes and uses the customer's personal data, in particular the contact details for processing orders, as well as the customer's email address if this is provided by the customer. To check your creditworthiness, MILES is entitled to use information (e.g. a so-called score value) from external service providers to help you make decisions and to make the payment method dependent on this. The information also includes information about the customer's address. This is done for the purpose of contract processing, Art. 6 Para. 1 lit. b) GDPR. Details can be found in the data protection declaration on the MILES website.
12. Transferability
The customer cannot transfer the rights and obligations under this contract to third parties without the prior written consent of MILES.
13. Subsidiary agreements, written form
There are no additional agreements. Any changes and additions to a contract must be made in writing. This also applies to changes to a written form requirement itself. Telecommunications transmission is excluded.
14. Place of performance, place of jurisdiction, applicable law, severability clause
14.1 The place of fulfillment and payment is the headquarters of MILES.
14.2 The contracting parties agree, to the extent permitted by law, to the exclusive jurisdiction of the courts at the registered office of MILES for all disputes arising from and in connection with any contract based on these General Terms and Conditions of Sale and Delivery. However, MILES is entitled to take action in any otherwise competent court.
14.3 The law of the Federal Republic of Germany applies exclusively to all legal relationships between the customer and MILES. The UN Convention on Contracts for the International Sale of Goods does not apply.
14.4 The ineffectiveness of one or more provisions of these General Terms and Conditions of Sales and Delivery does not affect the validity of the rest of the General Terms and Conditions of Sale and Delivery. The parties are obliged to jointly replace the invalid provision with a provision that comes closest to the economic purpose of the parties' contractual relationships. The same applies to any gaps that may arise in a contract.