General Terms and Conditions
1. General Provisions
The following general terms and conditions shall apply to all contracts with MuWells Inc. By placing an order, the customer accepts the following conditions. The purchase conditions of the customer shall not be binding for MuWells Inc., even if they are not expressly excluded. Solely the Sales Conditions of MuWells Inc. shall apply, even if the customer's order contains restrictions or additions to the contrary.
2. PricesThe prices are net in US$ according to the prices valid on the day of ordering (latest price list). Unless it is unacceptable for a particular case, then MuWells Inc. shall be entitled to effect partial deliveries which can each be invoiced separately In the event of a substantial increase in the costs before delivery of the order, these costs can, following notification to the customer, be added to the price agreed upon. The customer shall be entitled to cancel the order within 7 days of notification of the price increase.
3. Placement of Order
Offers and orders submitted orally or by remote data transmission or by e-mail shall only be legally binding where they are confirmed in writing by MuWells Inc. or where the goods have been sent with invoice to the customer. Offers shall be subject to change unless otherwise agreed upon.
Shipping shall always be at the risk and expense of the customer. The risk passes when the goods have left the place of dispatch of MuWells Inc.
5. Delivery Time
The delivery times stated by MuWells Inc. in offers and orders shall always be non-binding. To the extent that force majeure or circumstances are given for which the customer or a pre-supplier is responsible, the delivery time shall be extended to a reasonable extent, or MuWells Inc. can cancel the delivery.
The delivery shall always include manufacturer packaging. Other packaging shall be selected by MuWells Inc. according to the respective requirements. The use of customer-specific packaging can only be done following prior agreement.
7. Data Protection
MuWells Inc. shall be entitled to use all relevant customer data under the provisions of the California Online Privacy Protection Act for their own purposes.
8. Complaints, Warranties and Liability
The customer shall immediately after receipt of the goods inspect whether the nature and quantity correspond to the contractual agreement. Defects that are detectable with proper inspection of the goods and deliveries of goods and quantities other than those ordered must be claimed within fourteen days of receipt of the goods. Hidden defects are to be reported to the supplier immediately upon discovery, but no later than six months after receipt of the goods. If the customer fails to raise timely complaints, then the goods shall be deemed accepted in terms of quality and quantity.
MuWells Inc. shall assume no liability whatsoever for the quality and validity of data generated by the use of products from MuWells Inc. This shall also apply to all products sold by MuWells Inc.
If the customer passes to third parties data that was generated with products supplied by MuWells Inc., then the customer shall indemnify MuWells Inc. against all claims asserted by third parties against MuWells Inc. directly or indirectly (e.g. by way of recourse) due to the quality and validity of the data generated.
The foregoing limitations of liability shall not apply to
a. damage caused intentionally;
b. damage resulting from injury to life, limb or health caused by negligent breach of duty by MuWells Inc. or intentional or negligent breach of duty by one of their legal representatives or agents;
c. other damage resulting from grossly negligent breach of duty by MuWells Inc. or intentional or grossly negligent breach of duty by one of their legal representatives or agents;
d. damage resulting from negligent breach of a cardinal duty by MuWells Inc. (in the case of goods ordered, the cardinal duty by MuWells Inc. is to dispatch the goods ordered, unless otherwise agreed upon) and
e. liability under mandatory statutory regulations (e.g. product liability law).
9. Terms of Payment
Payments for the delivery of goods shall be effected within 14 days of invoicing without deduction. For payments by bank transfer, check or credit card, the payment obligation shall be fulfilled only when the invoiced amount is finally credited to the bank account of MuWells Inc. For overdue amounts MuWells Inc. shall be entitled to charge interest in the amount of their bank interest rates, but at least in the amount of the statutory default interest rate.
10. Cancellation of Orders / Return of Goods
If an order is cancelled by the customer prior to delivery of the goods, then MuWells Inc. shall be entitled to charge the customer all costs incurred by the cancellation. This shall apply in particular for cancellation fees that MuWells Inc. is charged by their suppliers. Return of goods that are free of defects shall only with the express consent be effected free house to MuWells Inc.
11. Retention of Title
All goods delivered shall remain the property of MuWells Inc. until the customer has paid to them all obligations from the mutual business relationship. The customer must immediately inform MuWells Inc. of any restriction of their rights to the goods in their ownership, in particular seizures. If the customer fails to fulfill his obligations in full, then he must upon request surrender the goods to MuWells Inc., even if they do not cancel the contract.
12. Intellectual Property Rights and Copyrights of Third Parties
MuWells Inc. shall assume no liability for the contractual products not infringing any third-party intellectual property rights. The customer shall immediately inform MuWells Inc. of any claims lodged against him for this reason. To the extent that the products delivered were manufactured according to designs or instructions from the customer, the customer shall indemnify MuWells Inc. against all claims raised by third parties due to the infringement of intellectual property rights and copyrights. An adequate retainer shall be provided for any costs of litigation.
13. Advisory Service without Obligation
To the extent that MuWells Inc. advises customers, this shall be done to the best of knowledge and belief and to the extent possible, but without obligation. This shall apply in particular with regard to observing any third-party property rights. The customer shall always remain obliged to examine whether and to what extent the product ordered is suitable for the intended purposes.
14. Applicable Law
The contractual relationship shall be subject to the laws of the USA and State of California. The provisions of the United Nations Convention shall not apply.
15. Place of Performance
Place of performance for the obligations of MuWells Inc. shall be San Diego, CA. Place of performance of the obligations of the customer shall likewise by San Diego, CA.
16. Place of Jurisdiction
Exclusive place of jurisdiction to the extent permitted by law for all disputes arising from the contractual relationship shall be San Diego, CA.
17. Validity of Individual Provisions
Should individual provisions be invalid, then the validity of the remaining provisions shall not be affected.