General terms and conditions of sale
1. Scope of Application
These General Terms and Conditions of Sale ("Terms") apply to all quotations, sales, deliveries, services and other business transactions between Midea Europe GmbH or the relevant Midea group seller identified in the order confirmation (the "Seller") and its business customers (the "Buyer").
These Terms apply exclusively to business customers, including legal entities, partnerships, public authorities and other commercial organisations acting in the course of trade or business. They do not apply to consumers.
These Terms apply to all current and future transactions between Seller and Buyer unless otherwise agreed in writing. Any terms and conditions submitted by Buyer shall not apply unless expressly accepted in writing by Seller. Individual written agreements between the parties prevail over these Terms.
2. Offers and Contract Formation
All quotations, catalogues, brochures, technical specifications and other information provided by Seller are non-binding unless expressly stated otherwise. Orders submitted by Buyer constitute binding offers.
A contract is concluded only upon written order confirmation by Seller or shipment of the goods. Seller may reject orders for objective commercial, compliance, credit, availability or operational reasons.
3. Products and Specifications
Product descriptions, technical data, illustrations, dimensions and performance information are approximate unless expressly agreed as binding. Buyer is responsible for verifying suitability for its intended resale, installation or project use.
Seller may make reasonable modifications to products provided such modifications do not materially impair functionality or mandatory product compliance. Exclusive models, customised products and project-specific products may deviate from standard specifications.
4. Prices
Unless otherwise agreed, prices are exclusive of VAT, customs duties, import charges, environmental fees, transportation costs and insurance.
Prices are based on costs existing at the date of contract conclusion. Seller may adjust prices prior to delivery where significant increases occur in raw material costs, energy costs, transportation costs, labour costs, currency exchange rates, governmental taxes, duties or other external cost factors, provided the adjustment is reasonable, proportionate and communicated to Buyer without undue delay.
5. Payment Terms
Unless otherwise agreed, invoices are payable within fourteen (14) days from invoice date. Payments shall be made without deduction, withholding or set-off, unless Buyer has a mandatory statutory right or the claim is undisputed or finally determined.
Seller may require advance payment, bank guarantees, credit insurance or other forms of security where objectively justified, including credit risk, payment history, order volume or project-specific exposure. Late undisputed payments accrue interest at the maximum rate permitted by applicable law. Seller may suspend deliveries while overdue undisputed amounts remain outstanding after prior notice, unless immediate suspension is justified.
6. Delivery
Delivery terms are governed by Incoterms 2020. Unless otherwise agreed, delivery is Ex Works (EXW) Seller's designated warehouse. Delivery dates are estimates unless expressly designated as binding. Partial deliveries are permitted where reasonable for Buyer. Minor deviations from agreed quantities are acceptable within customary commercial tolerances.
7. Transfer of Risk
Risk of loss or damage passes to Buyer in accordance with the agreed Incoterm. If no Incoterm is agreed, risk transfers when the goods are handed over to the first carrier. If Buyer delays acceptance, risk transfers when delivery should have occurred.
8. Retention of Title
Goods remain Seller's property until full payment of all outstanding claims arising from the relevant business relationship, to the extent valid and enforceable under the applicable law of the country where the goods are located.
Buyer shall not pledge or transfer title to unpaid goods in a way that impairs Seller's rights. Buyer shall immediately notify Seller of insolvency proceedings, attachments or third-party claims. Seller may repossess goods upon Buyer's material payment default, subject to mandatory local law requirements.
9. Inspection and Notice of Defects
Buyer shall inspect goods without undue delay after delivery. Visible defects must be reported in writing without undue delay and in any event within a commercially reasonable period after delivery. Hidden defects must be reported without undue delay after discovery.
Failure to provide timely notice may limit Buyer's remedies to the extent permitted by applicable law. Mandatory statutory rights remain unaffected.
10. Warranty
Seller warrants that products substantially conform to agreed specifications. Warranty claims are excluded where defects arise from improper installation, improper storage, misuse, negligence, unauthorised modifications, normal wear and tear or failure to follow operating instructions.
Seller may choose between repair, replacement or reimbursement of the affected purchase price, unless mandatory law requires otherwise. Replaced products become Seller's property. Unless a longer mandatory period applies or otherwise agreed, B2B warranty claims expire twelve (12) months after delivery.
11. Product Safety and Recall
Buyer shall immediately inform Seller about safety incidents, customer complaints, suspected product defects, regulatory inquiries or investigations relating to Seller's products.
Buyer shall cooperate fully with Seller regarding corrective actions, recalls, safety campaigns, regulatory communications and traceability. Buyer shall not initiate recalls or public safety communications without Seller's prior written consent unless required by applicable law. Nothing in these Terms restricts either party from complying with mandatory product safety reporting or regulatory obligations.
12. Limitation of Liability
Seller is liable without limitation for intentional misconduct, gross negligence, death or personal injury, liability under mandatory product liability laws and any liability that cannot be excluded or limited by law.
Subject to the foregoing, Seller's aggregate liability is limited to the purchase price paid for the affected goods. Seller is not liable for indirect losses, consequential damages, lost profits, lost revenue, loss of business opportunities, loss of contracts, loss of goodwill or loss of data, to the extent permitted by applicable law. The limitations apply regardless of the legal basis of the claim.
13. Force Majeure
Neither party is liable for delays or non-performance caused by events beyond reasonable control, including natural disasters, epidemics, war, terrorism, sanctions, governmental restrictions, labour disputes, shortages of components or raw materials, transportation disruptions or cyberattacks affecting critical infrastructure. Performance obligations are suspended during the Force Majeure event. If the event continues longer than sixty (60) consecutive days, either party may terminate the affected contract.
14. Intellectual Property Rights
All intellectual property rights remain exclusively with Seller or its licensors. Buyer receives no ownership rights in trademarks, software, documentation, designs or technical information. Buyer shall not reverse engineer products except where mandatory law permits or requires otherwise.
15. Trademark and Brand Usage
Buyer may use Seller's trademarks solely for promoting Seller's genuine products in the ordinary course of business and in accordance with Seller's branding guidelines. Buyer shall not register trademarks, domain names, company names or social media accounts that are identical or confusingly similar to Seller's trademarks.
16. Confidentiality
Each party shall keep confidential all commercial, technical and financial information received from the other party. Confidential information may only be used for purposes related to the business relationship. This obligation survives termination for five (5) years, unless longer protection applies by law or agreement.
17. Data Protection
Both parties shall comply with all applicable data protection laws, including the GDPR. Each party acts as an independent data controller unless otherwise agreed in writing. Appropriate technical and organisational security measures shall be maintained. Where a party processes personal data on behalf of the other party, the parties shall enter into a separate data processing agreement where required.
18. Sustainability and Human Rights Compliance
Buyer shall comply with applicable environmental laws, labour laws, anti-slavery legislation, human rights requirements and applicable supply chain due diligence obligations. Upon request, Buyer shall provide reasonable compliance documentation.
19. Anti-Corruption
Buyer shall comply with all applicable anti-corruption and anti-bribery laws. Buyer shall not offer, promise or provide improper benefits to any public official or private individual. Seller may terminate the contract immediately in case of corruption-related violations.
20. Export Control and Sanctions
Buyer shall comply with all applicable export control regulations and sanctions laws, including EU, UN, UK and US export control or sanctions regulations where applicable. Buyer shall not export or re-export products in violation of applicable rules. Seller may suspend or terminate deliveries where sanctions or export control risks exist.
21. Assignment
Buyer may not assign contractual rights or obligations without Seller's prior written consent. Seller may assign rights and obligations within the Midea group of companies, provided this does not materially reduce Buyer's contractual protection.
22. Governing Law
These Terms are governed by the laws of Germany, unless mandatory local law requires otherwise. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
23. Dispute Resolution and Jurisdiction
The courts of Frankfurt am Main, Germany, have exclusive jurisdiction over disputes arising out of or relating to these Terms, to the extent legally permissible. Seller may alternatively bring proceedings before any court having jurisdiction over Buyer.
24. Severability
If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect. The parties shall replace the invalid or unenforceable provision with a valid provision that comes closest to the intended commercial purpose, to the extent legally permissible.
25. Language
These Terms are drafted in English. In the event of inconsistencies between translations and the English version, the English version prevails, unless mandatory local law requires otherwise.