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General Terms and Conditions (GTC)

IMPORTANT NOTICE: These Terms and Conditions were originally drafted in German. The German version is the only legally binding version. This English translation is provided for information purposes only. In case of any discrepancy, the German version shall prevail. of MDH Distribution GbR, Scholtenstraße 1, 47443 Moers

§ 1 Scope

(1) These GTC apply exclusively to entrepreneurs within the meaning of §14 BGB (German Civil Code). Sales to consumers are expressly excluded. MDH Distribution GbR reserves the right to decline orders without stating reasons.

(2) Our GTC apply exclusively. Any conflicting or deviating terms of the Buyer shall not be recognized, even if we do not expressly object to them. Silence in response to the Buyer's terms does not constitute acceptance.

(3) By placing an order, the Buyer accepts these GTC in full and without reservation.

(4) These GTC were drafted in German. The German version is the sole legally binding version. The English translation is provided for information purposes only. In the event of contradictions, ambiguities or discrepancies between the German and English versions, the German version shall prevail exclusively.

§ 2 Delivery Dates and Delivery Periods

(1) Delivery dates and delivery periods are in principle and in any case non-binding, unless they have been expressly agreed as binding in a separate written document signed by hand by a partner of MDH Distribution GbR.

(2) Information on delivery dates in order confirmations, invoices, emails, offers or other documents — of whatever kind — does not constitute a binding delivery commitment and represents only non-binding estimates.

(3) Even a written date on an invoice does not establish an enforceable claim for delivery by that date, unless a separate written commitment pursuant to para. 1 exists.

(4) Claims due to delivery delays — in particular damages or withdrawal — are excluded unless there is intent or gross negligence.

§ 3 Payment and Default

(1) All invoices must be paid in full within 7 (seven) calendar days of the invoice date without any deduction.

(2) Deviating payment terms are completely excluded. Announcements by the Buyer of inability to pay or late payment — regardless of the reason — do not release the Buyer from the payment obligation and have no effect on the occurrence or consequences of default.

(3) The Buyer is automatically in default without any further reminder or demand from the first calendar day after expiry of the payment period (§286 (2) No. 1 BGB). A reminder is expressly not required.

(4) From the first day of default, the following costs become cumulatively due:

  • a) Default interest at 9 percentage points above the base rate p.a. (§288 (2) BGB) — calculated daily
  • b) Flat-rate default compensation of €40.00 (§288 (5) BGB) — immediately due
  • c) Contractual penalty of 2% of the outstanding invoice amount per commenced day of default (§§339ff BGB) — minimum €15.00 per day — accumulating until full payment
  • d) All collection, legal and court costs shall be borne entirely by the Buyer

(5) As soon as a single invoice is in default, ALL outstanding claims from the entire business relationship become immediately due without further notice.

(6) In the event of payment default, we are entitled to:

  • a) Immediately cease all further deliveries
  • b) Only deliver against advance payment
  • c) Sell goods already produced or reserved to other parties
  • d) Terminate the contract without notice

The Buyer's claims for damages arising from this are excluded.

(7) Set-off or retention rights of the Buyer are completely excluded unless the counterclaim has been legally established or expressly acknowledged by us in writing.

(8) Payments are always first applied to costs, then to contractual penalties, then to interest, then to the oldest principal claim, regardless of any contrary payment instructions from the Buyer.

§ 4 Transport Damage, Notice of Defects and Warranty (§377 HGB)

(1) The Buyer is obliged to inspect the delivered goods immediately, completely and carefully upon delivery in the presence of the driver/carrier. This applies without exception to every single carton and every single unit of goods.

(2) All defects and damages — whether visible or not immediately apparent — are deemed to exist upon delivery and must without exception be documented in the presence of the driver/carrier. The following is mandatory:

  • a) Written damage record on the delivery note/bill of lading with exact description of EVERY affected item and EVERY carton
  • b) Photographic documentation of EVERY complained carton from outside AND inside, EVERY complained item individually, with visible date, time and delivery note number in the image
  • c) Handwritten signature of the driver/carrier on the damage document
  • d) Handwritten signature of the recipient on the damage document
  • e) One copy of the signed damage document remains with the Buyer, one with the driver — both parties must have a copy

(3) A subsequent notice of defects — any complaint after completed delivery — is completely and irrevocably excluded, regardless of whether the defect is described as 'hidden', when the defect was allegedly discovered, why documentation upon delivery was omitted, or whatever other circumstances the Buyer may assert.

(4) Goods accepted without reservation and without damage documentation pursuant to para. 2 are irrevocably deemed to have been delivered in conformity with the contract, completely and free of defects. All warranty claims expire completely upon acceptance of the goods without reservation.

(5) For collection at the warehouse of MDH Distribution GbR: Defects must be documented on site during collection in the presence of an employee:

  • a) Written collection record with description of each complained item
  • b) Signature of the MDH employee and the collector
  • c) Both parties receive a copy

After leaving the warehouse, no complaints are possible.

(6) Complaints by telephone, WhatsApp, Messenger or orally will under no circumstances be accepted and do not give rise to any rights.

(7) The complete burden of proof for the existence of a defect upon delivery and for proper documentation pursuant to para. 2 lies with the Buyer.

(8) Unauthorized returns without a written, bilaterally signed damage document pursuant to para. 2 will not be accepted and will be returned at the sender's expense.

§ 5 Shelf Life / Best Before Date (BBD)

(1) Information on BBD is, unless expressly agreed in a separate written document, completely non-binding.

(2) The Buyer is obliged to inquire about the BBD in writing BEFORE ordering if it is relevant to their business. Failure to do so constitutes an irrevocable waiver of any complaint regarding the BBD.

(3) Complaints due to a BBD considered too short by the Buyer are completely excluded unless a written BBD agreement exists prior to contract conclusion.

(4) Market-typical fluctuations in BBD of up to 20% compared to any stated date are deemed to be in conformity with the contract and do not give rise to any claims, insofar as the goods remain usable in normal commercial operations.

§ 6 No Returns

(1) The return of goods is completely and unconditionally excluded.

(2) Exceptions apply exclusively to justified defects that have been reported in due time and form pursuant to §4 para. 2 and acknowledged in writing by MDH Distribution GbR.

(3) Unauthorized returns without prior written approval will not be accepted, returned at the sender's expense, and give rise to a claim for damages by MDH Distribution GbR against the Buyer in the amount of all costs incurred.

§ 7 Retention of Title

(1) The delivered goods remain the property of MDH Distribution GbR until full payment of ALL claims from the entire ongoing business relationship — not just the respective delivery (extended retention of title).

(2) The Buyer may resell the reserved goods in the ordinary course of business but hereby assigns all resulting claims against third parties in full to MDH Distribution GbR.

(3) In the event of payment default, MDH Distribution GbR is entitled to demand the return of and collect the reserved goods without notice and at the Buyer's expense.

(4) Processing of the reserved goods is always carried out for MDH Distribution GbR as manufacturer within the meaning of §950 BGB, without obligating us.

§ 8 Limitation of Liability

(1) Claims for damages by the Buyer — regardless of the legal basis — are completely excluded.

(2) Excluded are only damages based on intent or gross negligence of MDH Distribution GbR or its vicarious agents.

(3) In the case of gross negligence, liability is limited in amount to the typically foreseeable damage, but not exceeding the net invoice value of the affected delivery.

(4) Any liability for lost profits, indirect damages, consequential damages, production losses or other financial damages of the Buyer is completely excluded.

(5) Claims by the Buyer expire — to the extent legally permissible — within 6 months of the delivery date.

(6) MDH Distribution GbR is not liable for damages caused by improper storage, further processing or handling by the Buyer.

§ 9 Jurisdiction and Applicable Law

(1) The exclusive place of jurisdiction for all disputes is Moers.

(2) German law shall apply exclusively.

(3) The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

§ 10 Severability Clause

Should individual provisions be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that most closely approximates the economic purpose.

Last updated: March 2026