General Terms and Conditions

of megatec electronic GmbH, Lehenhammer 14, 92268 Etzelwang (Germany)

Version: July 2025

  • Applicability

These general terms and conditions (GTC) shall only apply vis-à-vis entrepreneurs (business-to-business) marketplace and apply to all customers of megatec electronic GmbH, Lehenhammer 14, 92268 Etzelwang, represented by Dipl.-Ing. Gerhard Pirner (https://megatec.info/impressum/) (hereinafter also referred to as “seller”), unless not otherwise expressly agreed in writing between the customer and the seller. The seller is not bound by the customer’s differing or conflicting GTC. Similarly, the seller is not obligated to the extent that the customer’s GTC deviate from the statutory provisions.

  • Conclusion of Contract
  1. The presentation of the products and services on the seller`s website (https://megatec.info/) does not constitute a legally binding offer, but merely an invitation to place orders (invitation ad offerendum).
  2. Customer orders can be made via e-mail to: info@megatec.info, or by phone at: (+49) 9154 94970. After the customer submits the order request, the seller sends them a non-binding offer. If the customer agrees with this non-binding offer from the seller, they inform the seller in writing. This declaration by the customer constitutes a binding offer to conclude a contract with the seller within the meaning of Section 145 of the German Civil Code (hereinafter also referred to as “binding offer”). The written declaration does not have to meet the statutory requirements of the written form in accordance with Section 126a German Civil Code; text form (Section 126b German Civil Code) is sufficient, i.e., it must be a readable declaration on a durable data carrier (e.g., email, copy, USB stick) in which the person making the declaration is named.
  3. A contract between the seller and the customer is concluded exclusively by sending a written order confirmation from the seller, which can be submitted up to 14 (fourteen) calendar days after receipt of the customer’s binding offer as per Section 2. Up to this point, the customer’s binding offer is irrevocable. Compliance with the text form (Section 126b German Civil Code) is sufficient for the seller’s written order confirmation. This written order confirmation shall be decisive for the content of the contract concluded with the customer.

 

  • Terms of Payment, Shipping and Freight Costs, Dunning Fees / Default Interest
    1. The customer shall be obligated to pay the purchase price specified in the seller’s order confirmation (Section II, No. 3), plus value-added tax. In addition, the customer shall bear the delivery costs charged by the transport company selected by the seller. If no purchase price has been agreed, the seller’s usual sales price at the time of delivery shall apply.
    2. The purchase price shall be due for payment on the date specified in the seller’s order confirmation or—if no such date is specified—no later than 30 days after receipt of the invoice, immediately and in full (100%). The mentioned invoice date is decisive. The due date of the purchase price occurs independently of seller’s delivery. The seller expressly reserves the right to agree on individual payment terms with customers.
  • If the customer defaults in payment of the agreed purchase price in whole or in part, the seller shall be entitled to charge default interest in addition to the agreed purchase price at an annual rate of 9 percentage points above the applicable base interest rate pursuant to Section 247 of the German Civil Code. The assertion of further damages due to default by the seller remains unaffected.
  1. If the customer is in default of acceptance, fails to cooperate, or if the seller’s performance is delayed for other reasons attributable to the customer, the seller shall be entitled to claim compensation for the resulting damages, including additional expenses (e.g., storage costs). For this, a flat-rate compensation of 0.5% of the agreed purchase price (net) per calendar week, up to a maximum of 5%, will be charged, starting from the delivery deadline, or, if no delivery deadline is set, from the notification of the goods’ readiness for shipment. In the event of final non-acceptance, a lump sum compensation of 10% of the agreed purchase price (net) shall be charged. Proof of higher damages and the seller’s statutory claims (in particular compensation for additional expenses, reasonable compensation, termination) shall remain unaffected; however, the lump sum compensation shall be credited against further monetary claims. The customer is permitted to prove that the seller has suffered no damage at all or only significantly less damage than the aforementioned lump sum compensation.
  2. The customer shall have no right of set-off or retention unless the counterclaim is undisputed or has been legally established. 

 

  • Type and Time of Shipment, Passing of Risk
  1. Unless expressly agreed otherwise, the seller shall determine an appropriate method of shipment and the transport company. The seller is entitled to make partial deliveries and to invoice them separately.
  2. If the goods are shipped in accordance with the agreements made with the customer, the seller’s only obligation is the timely and proper delivery of the goods to the transport company, and the seller shall not be liable for delays caused by the transport company. Any delivery time or shipping duration stated by the seller is always non-binding.
  3. The risk of accidental loss, accidental damage, or accidental destruction of the delivered goods shall pass to the customer upon handover of the goods to the transport company.

 

  • Retention of title
  1. The delivered goods (title retention) shall remain the property of the seller until all claims to which the seller is entitled against the customer now or in the future have been satisfied, including all balance claims arising from current account arrangements. 

If the customer acts in breach of contract—particularly by defaulting on a payment obligation—the seller shall be entitled to withdraw from the contract after having granted the customer a reasonable grace period to perform. The customer shall bear the transport costs incurred for the return of the goods. The repossession of the retained goods by the seller shall constitute a withdrawal from the contract. The same applies if the seller seizes the retained goods. Goods subject to retention of title taken back by the seller may be realized (disposed of). The proceeds of such resale—less reasonable resale costs—shall be offset against any amounts owed by the customer to the seller.

  1. The customer must handle the goods subject to retention of title with care. The customer must insure them at its own expense against fire, water, and theft damage for their replacement value. If maintenance and inspection work becomes necessary, the customer must carry it out promptly at their own expense. 
  2. The customer is entitled to use the goods subject to retention of title and to resell them in the ordinary course of business, provided the customer is not in default of payment. However, the customer is not permitted to pledge or transfer the goods as security. The customer hereby assigns to the seller by way of security all claims against its buyers arising from the resale of the goods subject to retention of title, as well as all claims relating to the goods subject to retention of title arising from any other legal grounds against its buyers or third parties (in particular claims arising from tort and claims to insurance benefits), including all balance claims from current accounts, in full. The seller hereby accepts this assignment. The customer is authorized to collect the assigned claims for the seller’s account in their own name, provided the seller has not revoked this authorization. The seller’s right to collect the claims directly remains unaffected; however, the seller shall not enforce the claims or revoke the collection authorization as long as the customer duly meets their payment obligations. However, if the customer acts in breach of contract—particularly by defaulting on a payment obligation—the seller may require the customer to disclose the assigned claims and the respective debtors, notify the respective debtors of the assignment, and hand over all documents and provide all information necessary for the seller to enforce the claims.
  3. Any processing or transformation of the retained goods by the customer shall always be carried out on behalf of the seller. If the retained goods are processed together with other items not belonging to the seller, the seller shall acquire co-ownership of the new item in proportion to the value of the retained goods (final invoice amount including VAT) to the other processed items at the time of processing. The same shall apply to the new item resulting from the processing as applies to the retained goods. If the retained goods are inseparably combined or mixed with other items not belonging to the seller, the seller shall acquire co-ownership of the new item in proportion to the value of the retained goods (final invoice amount including VAT) to the other combined or mixed items at the time of combination or mixing.

If the combination or mixing occurs in such a way that the customer’s item is to be regarded as the principal item, it is agreed that the customer shall transfer proportional co-ownership of this item to the seller. The seller hereby accepts this transfer.

The customer shall hold the sole ownership or co-ownership of the resulting item in safe custody for the seller.

  1. In the event of attachments of the retained goods by third parties or any other third-party interventions, the customer shall point out the seller’s ownership and notify the seller immediately in writing so that the seller can enforce its ownership rights. If the third party is unable to reimburse the seller for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable for such costs.
  2. Upon the customer’s request, the seller shall be obliged to release securities to which it is entitled to the extent that the realizable value of such securities exceeds the value of the seller’s outstanding claims against the customer by more than 10%. The seller shall be entitled to choose which securities to release.

 

  • Warranty, Duty to Inspect and Notify of Defects
  1. If the goods delivered are defective, the customer is entitled, within the scope of statutory provisions, to demand supplementary performance in the form of removal of defects or delivery of a defect-free item. The Seller is entitled at its sole discretion to choose the form of supplementary performance. If the supplementary performance fails, the customer has the right to reduce the purchase price or to withdraw from the contract upon fulfilment of the legal requirements. Precondition for any warranty claim is that the customer fulfils all obligations to inspect and to reprimand owed pursuant to section 377 of the German Commercial Code.
  2. The seller’s liability for products in the automotive sector, in particular parts and products of the seller that are specially developed for racing performance or intended to be installed in racing vehicles, is excluded regardless of the legal nature of the asserted claim, unless a warranty for the condition of the goods has been assumed or a defect has been fraudulently concealed. This exclusion of liability does not apply to claims for damages—regardless of the legal grounds—if the seller, its legal representatives, or vicarious agents have breached their duties with gross negligence or intent, and to the statutory strict liability, e.g., under the Product Liability Act. Otherwise, Section VIII of these General Terms and Conditions shall apply.
  3. The limitation period for warranty claims for the delivered goods is twelve months from the receipt of the goods—except in the case of claims for damages.

 

  • Contract Termination, Force Majeure, Reservation of Self-Supply
  1. The customer is entitled to terminate the contract if the statutory requirements are met, the customer has given the seller written notice threatening contract termination, and a reasonable grace period set in writing has expired without success. It is sufficient if the customer’s declarations comply with the statutory requirements for the text form (Section 126b German Civil Code).
  2. Without waiving any further statutory rights, the seller may terminate the contract in particular if the performance of the contract is or becomes legally prohibited, if insolvency proceedings are applied for in respect of the customer’s assets, or if the customer fails to fulfill material obligations owed to the seller.
  3. The seller shall not be liable in cases of force majeure.
    1. A case of force majeure exists in the event of any unforeseeable, serious incident—such as, in particular, war, acts of terrorism, epidemics, or labor disputes—that lies outside the seller’s sphere of influence and wholly or partially prevents the seller from fulfilling its obligations, including fire damage, flooding, strikes, operational disruptions not caused by the seller, official orders, and lawful lockouts.
    2. In the event that the seller is prevented from fulfilling its contractual obligations, the seller shall notify the customer without undue delay of the occurrence and the end of the force majeure event. The seller shall make every reasonable effort to overcome the force majeure and to limit its effects as far as possible.
    3. The contractual parties undertake to adapt the contract in good faith to the changed circumstances. For the duration and to the extent of the direct and indirect effects, the seller shall be released from its obligations under the purchase contract and shall not be liable for damages in this respect. Furthermore, either party may withdraw from the contract if it becomes apparent that an agreed performance date will be exceeded by more than 12 weeks.
  4. The seller is entitled to withdraw from the contract if, despite having previously concluded a corresponding purchase agreement and exercising due commercial care, the seller does not receive the delivery item or individual parts necessary for its production through no fault of its own. The seller shall inform the customer without undue delay of the unavailability of the delivery item and, if the seller intends to withdraw from the contract for this reason, shall exercise the right of withdrawal without delay. As a result of the seller’s notification, the customer shall also have the right to withdraw from the contract. In the event of withdrawal—regardless of which party withdraws—the seller shall promptly refund any consideration already received.

 

  • Liability
  1. The seller shall only be liable for intent and gross negligence. Further the seller shall be liable for the negligent breach of obligations, whose fulfilment is essential to enable the ordinary implementation of the contract, whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance the customer may rely on regularly. In the last-mentioned case, the Seller shall only be liable for the foreseeable, typical contractual damage. Any further liability of the seller is excluded, subject to No. 2 of this provision.
  2. No. 1 of this provision also applies to breaches of duty by employees, vicarious agents and other third parties of the Seller, who the Seller uses to fulfil the contract.
  3. The abovementioned exclusions and limitations of liability do not apply in case of intentionally damage of life, body and health. The liability pursuant to the product liability law remains unaffected.

 

  • Final Provisions, Competent Courts, courtesy translation
  1. Amendments or supplements of these terms and conditions require the written form to be binding.
  2. The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  3. The place of performance and the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be the seller’s registered office in Etzelwang.
  4. If individual provisions of these terms and conditions are ineffective, statutory laws, the terms and conditions as a whole remain unaffected. The contractual parties shall decide to replace the ineffective provision by a legally effective provision, which comes closest to the commercial purpose of the ineffective one. The aforementioned provision shall accordingly apply in case of gaps.
  5. This is a courtesy translation only. In case of deviations, the German version of the GTC shall be the version decisive and binding.