terms and conditions

General Terms and Conditions of MUGLER SE, Oberlungwitz, for the Provision of Deliveries and Services

Status: 01/2026

A. Scope of Application

All deliveries, services and offers of MUGLER SE are made exclusively on the basis of these General Terms and Conditions (hereinafter: GTC). They form an integral part of all contracts concluded by MUGLER SE with its contractual partners (hereinafter also referred to as the “Customer”) concerning the deliveries or services offered by MUGLER SE. They shall also apply to all future deliveries, services or offers to the Customer, even if they are not separately agreed again.
Customers are natural or legal persons or partnerships with legal capacity acting in the course of their commercial or independent professional activity. By submitting an order, the Customer expressly warrants that it is not acting as a private individual.
Terms and conditions of the Customer or third parties shall not apply, even if MUGLER SE does not expressly object to their validity in individual cases. Even if MUGLER SE refers to correspondence containing terms and conditions of the Customer or a third party, or refers to such correspondence, this shall not constitute consent to the applicability of those terms and conditions.

B. Offer, Acceptance and Declarations of Intent

All offers made by MUGLER SE are subject to change and non-binding unless expressly designated as binding or contain a specific acceptance period. Orders or commissions may be accepted by MUGLER SE within two weeks of receipt.
Additions to and amendments of agreements made, including these GTC, shall at least require text form. Legally binding declarations by MUGLER SE require at least a power of agency, documented in the individual case by the addition “i. V.”. This shall not affect the power of representation entered in the commercial register of the Local Court of Chemnitz under HRB 34370.

C. Prices and Payment Terms

Prices and ancillary costs shall be calculated on the basis of written agreements. Packaging costs and freight costs including insurance are not included. Prices are ex works.
Payment shall be made in advance by bank transfer or by invoice. MUGLER SE reserves the right to exclude certain payment methods.
In the case of advance payment, MUGLER SE shall provide the Customer with its bank details in the order confirmation in addition to the purchase price. The full amount must be transferred to the specified account within 30 days of dispatch of the written order confirmation. If the amount is not transferred to the specified account in full or on time, MUGLER SE reserves the right to withdraw from the contract. The Customer may only exercise a right of retention insofar as the claims arise from the same contractual relationship.
The payment method “by invoice” is only available to Customers with a valid customer number. Customer-specific conditions shall apply. These shall be stated in the offer letter, at the latest in the written order confirmation, or communicated upon written request by the Customer. In the case of delivery by invoice, the full amount must be paid within the payment period stated in the order confirmation.
Unless otherwise agreed, the payment period shall be 30 days net.
Payments shall be made free of charge to the paying agent of MUGLER SE.
Set-off against claims is excluded unless the counterclaim has been acknowledged or legally established by a final court decision and arises from the same contractual relationship.
In the event of default in payment by the Customer, MUGLER SE shall be entitled to charge a fee of EUR 15.00 net for each reminder. The assertion of default interest and further or higher damages remains reserved.

D. Retention of Title

The items delivered (reserved goods) shall remain the property of MUGLER SE until all claims arising from the business relationship with the Customer have been satisfied in full. If the value of all securities exceeds the amount of all secured claims by more than 20%, MUGLER SE shall, at the Customer’s request, release a corresponding portion of the securities. MUGLER SE shall be entitled to choose between different securities when releasing them.
The Customer shall store the reserved goods free of charge for MUGLER SE.
The Customer shall be entitled to process and resell the reserved goods until the occurrence of the realization event (No. 9). Pledging or transfer by way of security is not permitted.
If the reserved goods are processed by the Customer, it is agreed that processing shall be carried out in the name and for the account of MUGLER SE, and that MUGLER SE shall directly acquire ownership – or, if processing is carried out from materials of several owners or if the value of the processed item exceeds the value of the reserved goods, co-ownership (fractional ownership) – of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item. If such acquisition of ownership should not occur, the Customer hereby assigns its future ownership or co-ownership in the above-mentioned ratio to MUGLER SE by way of security. If the reserved goods are combined with other items to form a single item or inseparably mixed, and one of the other items is to be regarded as the main item, the Customer shall, insofar as the main item belongs to it, assign co-ownership to MUGLER SE in proportion to the ratio stated above.
In the event of resale of the new item, the Customer hereby assigns to MUGLER SE, by way of security, its claim from the resale against the customer, together with all ancillary rights, without the need for any further special declarations. The same shall apply to other claims that replace the reserved goods or otherwise arise in relation to the reserved goods, such as insurance claims or claims arising from tort in the event of loss or destruction. The assignment shall apply only up to the amount corresponding to the value invoiced by MUGLER SE for the processed, converted or combined reserved goods.
If the Customer combines the reserved goods with real property or movable items, it hereby assigns to MUGLER SE, without the need for any further special declaration, its claim for remuneration for such combination, together with all ancillary rights, by way of security, in the ratio of the value of the combined reserved goods to the other combined goods at the time of combination.
Until revoked, the Customer shall be authorized to collect the assigned claims from resale. For good cause, in particular in the event of default in payment, cessation of payments, opening of insolvency proceedings, protest of bills of exchange, or justified indications of over-indebtedness or impending inability to pay, MUGLER SE shall be entitled to revoke the Customer’s collection authorization. Furthermore, after prior notice and granting of a reasonable period, MUGLER SE may disclose the security assignment, realize the assigned claims, and demand that the Customer disclose the security assignment to the end customer.
In the event of seizures, confiscations or other dispositions or interventions by third parties, the Customer shall notify MUGLER SE immediately. Upon credible demonstration of a legitimate interest, the Customer shall provide MUGLER SE with the information required to assert its rights against the customer and shall hand over the necessary documents.
In the event of a breach of duty by the Customer, in particular in the event of default in payment, MUGLER SE shall, after unsuccessful expiry of a reasonable grace period set for performance, be entitled to withdraw from the contract in addition to reclaiming the goods (= realization event); statutory provisions regarding the dispensability of setting a grace period shall remain unaffected. The Customer shall be obliged to surrender the goods. Repossession or assertion of the retention of title or seizure of the reserved goods by MUGLER SE shall not constitute withdrawal from the contract unless MUGLER SE has expressly declared such withdrawal.

E. Time for Performance and Storage Charges

Compliance with agreed deadlines presupposes the timely receipt of all documents to be supplied by the Customer, required permits and approvals, in particular plans, as well as compliance with the agreed payment terms and other obligations by the Customer. If these prerequisites are not fulfilled in time, the deadlines shall be extended appropriately; this shall not apply if MUGLER SE is responsible for the delay. Performance shall be deemed to have been rendered in due time if MUGLER SE notifies the Customer of its readiness to perform within the deadline and coordinates a date for the provision of the services.
If failure to meet deadlines is due to force majeure, e.g. mobilization, war, riots, natural disasters, or other events unforeseeable at the time of contract conclusion, such as strikes, lockouts, difficulties in procuring materials or energy, transport delays, shortages of labor, energy or raw materials, or official measures for which MUGLER SE is not responsible, the deadlines shall be extended appropriately. If the resulting delays exceed a period of eight weeks, both contractual parties shall be entitled to withdraw from the contract with regard to the affected scope of performance. No further claims shall exist.
If the delivery time is extended in accordance with No. 1 or MUGLER SE is released from its obligation in accordance with No. 2, the Customer may not derive any claims for damages from this.
If shipment or delivery of goods is delayed at the Customer’s request for more than one month after notification of readiness for shipment, storage charges amounting to 0.5% of the price of the delivered items per commenced month, but not exceeding a total of 5%, may be charged to the Customer. The contractual parties remain free to prove higher or lower storage costs.

F. Transfer of Risk

Shipment shall be at the risk and expense of the Customer. The same shall apply to returns made by the Customer.
The risk shall also pass to the Customer in the case of carriage-paid delivery as follows:

a) In the case of deliveries without installation or assembly, when the goods have been dispatched or collected. At the Customer’s request and expense, deliveries by MUGLER SE shall be insured against customary transport risks.

b) In the case of deliveries with installation or assembly, on the day of acceptance into the Customer’s own operations or, if agreed, after successful trial operation.
If shipment, delivery, commencement, execution of installation or assembly, acceptance into own operations or trial operation is delayed for reasons for which the Customer is responsible, or if the Customer is otherwise in default of acceptance, the risk shall pass to the Customer upon receipt of the first reminder from MUGLER SE requesting the Customer’s cooperation or acceptance. Receipt shall be deemed to have occurred upon expiry of the third day following the date of the reminder letter.

G. Installation and Assembly

Unless otherwise agreed in writing, the following provisions shall apply to installation and assembly:

The Customer shall assume, at its own expense and in due time – insofar as not included in the agreed scope of services:

a) All earthworks, construction work and other ancillary work, including the skilled and unskilled labor, building materials and tools required for this purpose,

b) The supplies and materials required for installation and commissioning, such as scaffolding, lifting equipment and other devices, fuels and lubricants,

c) Energy and water at the place of use including connections, as well as heating and lighting,

d) At the installation site, sufficiently large, suitable, dry and lockable rooms for the storage of machine parts, apparatus, materials, tools, etc., and appropriate working and break rooms for the installation personnel, including sanitary facilities appropriate to the circumstances; furthermore, the Customer shall take measures at the construction site to protect the property of MUGLER SE and the installation personnel that it would take to protect its own property and personnel, e.g. protective clothing and protective devices required due to special circumstances at the installation site.
Before commencement of installation work, the Customer shall provide, without being requested to do so, the necessary information regarding the location of concealed power, gas, water or similar lines, as well as the required structural data.
Before installation or assembly begins, all items and materials required for the commencement of work – unless otherwise agreed – must be present at the installation or assembly site, and all preparatory work must have progressed to such an extent that installation or assembly can begin as agreed and be carried out without interruption. Access roads and the installation or assembly site must be leveled and cleared.
If installation, assembly or commissioning is delayed due to circumstances for which MUGLER SE is not responsible, the Customer shall bear the costs for waiting time and additional travel of MUGLER SE or the installation personnel to a reasonable extent.
The Customer shall certify to MUGLER SE on a weekly basis the duration of the working time of the installation personnel as well as the completion of installation, assembly or commissioning.
If MUGLER SE requests acceptance of the delivery after completion, the Customer shall carry this out within two weeks. If this does not occur, acceptance shall be deemed to have taken place. Acceptance shall likewise be deemed to have occurred if the delivery has been put into use – if applicable after completion of an agreed test phase.

H. Acceptance

Deliveries and services shall be accepted by the Customer even if they exhibit insignificant defects. In the case of such defects, where acceptance of the delivery or service as proper does not appear to be excluded and the defects are not hidden, the goods or service shall be deemed approved if the defect is not notified within a period of no more than two weeks after acceptance.

I. Descriptions and Similar Information

Technical descriptions of the subject matter of a purchase or works contract are generally not to be understood as guarantees of specific performance parameters, but as descriptions of approximately achievable technical parameters. Such descriptions do not generally include any assurance of specific safety standards, in particular the agreement of safety margins in relation to the agreed performance. This also applies if certain technical regulations or standards prescribe safety margins. Any such overperformance or safety margins, even if customary, require an explicit written agreement.
Illustrations, dimensions, descriptions, technical details and packaging units stated in brochures are non-binding. MUGLER SE expressly reserves the right to make changes.
As a rule, only the manufacturer’s product description shall be deemed agreed as the quality of the goods. Public statements, promotions or advertising by the supplier do not constitute contractual quality specifications of the goods.
All information, drawings, illustrations, descriptions, and details regarding weight, dimensions or capacity, as well as further descriptive details and information on compliance with statutory requirements, regardless of whether they are communicated in a catalog, on delivery notes, invoices, packaging or otherwise, are intended solely to provide an overview of the product. Such descriptions shall not form part of the contract. If the description of a product deviates from the manufacturer’s description, the manufacturer’s information shall prevail in case of doubt. MUGLER SE takes all reasonable measures to ensure the accuracy and freedom from errors of such descriptions, without making them part of the contract or providing any warranty or guarantee. MUGLER SE assumes no liability for the accuracy, completeness or freedom from errors of such descriptions.

J. Warranty

No warranty shall be assumed for test products, pre-series devices and/or prototypes used by the Customer during the development stage.
Subject to express contractual agreements, in particular framework agreements based on these GTC, MUGLER SE shall be liable for defects in its services, at its discretion, by remedying the defect free of charge, supplying a replacement or re-performing the service, provided that the cause of the defect already existed at the time of transfer of risk.
The warranty period shall be one year from delivery or, if acceptance is required, two years from acceptance. An unjustified refusal of acceptance shall be deemed equivalent to acceptance. This shall not apply to claims for damages arising from injury to life, body or health, nor in cases of willful intent or gross negligence, which shall be subject to the statutory limitation periods.
Claims by the Customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel and material costs, are excluded.
Telecommunication systems and equipment as well as electronic accessories supplied by MUGLER SE shall generally not be considered part of the building on which they are installed. The warranty period for such transmission systems and their components shall be two years from acceptance. No. 3 sentences 2 and 3 shall apply accordingly.
Warranty claims shall not extend to services modified by the Customer or not used in the contractually agreed system environment. In particular, no warranty shall be assumed in the following cases:

a) Unsuitable or improper use,

b) Incorrect installation or commissioning by the Customer or third parties,

c) Natural wear and tear,

d) Improper or negligent handling,

e) Improper maintenance,

f) Unsuitable operating equipment,

g) Chemical, electrochemical or electrical influences for which MUGLER SE is not responsible.
A further prerequisite for warranty claims is the reproducibility or determinability of the error or defect.
If used goods are delivered, this shall be done with the exclusion of any warranty for material defects.
The Customer is subject to an immediate duty of inspection and notification of defects in accordance with Section 377 of the German Commercial Code (HGB). Costs incurred as a result of an erroneous notification shall be reimbursed by the Customer.
The Customer shall bear the burden of proof for all prerequisites of claims, in particular for the defect itself, the time at which the defect was identified, and the timely notification of defects.

K. Product Liability

The Customer shall indemnify MUGLER SE against all claims asserted by third parties against MUGLER SE for damages caused by a product supplied by MUGLER SE that has been incorporated into another end product, in particular if the cause giving rise to liability is attributable to non-compliance with the specifications of MUGLER SE.

L. Liability for Damages Due to Fault

The liability of MUGLER SE for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, shall be limited in accordance with this section, insofar as fault is relevant.
MUGLER SE shall not be liable for simple negligence of its corporate bodies, legal representatives, employees or other vicarious agents, unless it concerns an essential contractual obligation. Essential contractual obligations include the obligation to deliver and perform services on time, freedom from defects of title and material defects that impair usability or functionality more than insignificantly, as well as advisory, protective and custodial duties intended to enable contractual use of the subject matter of performance or to protect life, body or health, or the Customer’s property from significant damage.
Insofar as MUGLER SE is liable for damages in principle, such liability shall be limited to damages that MUGLER SE foresaw as a possible consequence of a breach of contract at the time of contract conclusion or should have foreseen by exercising due care customary in the trade. Indirect damages and consequential damages resulting from defects in the subject matter of performance shall only be compensable insofar as such damages are typically to be expected when the performance is used as intended.
Insofar as MUGLER SE is liable due to a slightly negligent breach of duty, liability shall be limited to a maximum of EUR 1,000,000.00 (in words: one million euros), even if it involves a breach of essential contractual obligations.
The above exclusions and limitations of liability shall apply to the same extent in favor of the corporate bodies, legal representatives, employees and other vicarious agents of MUGLER SE.
These limitations shall not apply to liability for willful intent, for guarantees, for injury to life, body or health, or under the German Product Liability Act.

M. Industrial Property Rights and Copyrights

If a third party asserts justified claims against the Customer due to the infringement of industrial property rights or copyrights (hereinafter: intellectual property rights) by products supplied by MUGLER SE and used in accordance with the contract, MUGLER SE shall be liable to the Customer as follows:

a) MUGLER SE shall, at its discretion and at its own expense, either obtain a right of use for the product, modify the product so that the intellectual property right is no longer infringed, or replace the product. If this is not possible for MUGLER SE under reasonable conditions, it shall take back the product against reimbursement of the purchase price.

b) The above obligations of MUGLER SE shall only apply if the Customer informs MUGLER SE immediately in writing of the claims asserted by the third party, does not acknowledge an infringement, and reserves all defensive measures and settlement negotiations for MUGLER SE. If the Customer discontinues use of the product for reasons of damage mitigation or other important reasons, it shall be obliged to inform the third party that such discontinuation does not constitute acknowledgment of an infringement.
Claims by the Customer shall be excluded insofar as the Customer is responsible for the infringement of intellectual property rights.
Claims by the Customer shall also be excluded insofar as the infringement of intellectual property rights is caused by specific instructions of the Customer, by an application not foreseeable by MUGLER SE, or by the fact that the product is modified by the Customer or used together with products not supplied by MUGLER SE.
Further claims against the supplier shall be limited to the Customer’s right to withdraw from the contract after granting a reasonable grace period.

N. Contract Adjustment

If unforeseeable events significantly change the economic significance or content of the delivery or service of MUGLER SE or have a significant impact on its operations, the contract shall be reasonably adjusted in accordance with the principles of good faith. If this is not economically reasonable, MUGLER SE shall be entitled to withdraw from the contract. If MUGLER SE intends to exercise this right of withdrawal, it shall notify the Customer immediately after becoming aware of the significance of the event, even if an extension of the delivery period had initially been agreed with the Customer.
In the case of a framework agreement or a continuing obligation concluded for a period exceeding 24 months, either party may request an adjustment of the contract prices if market prices have changed by more than 10% compared to the time of contract conclusion and this change was not foreseeable at that time.

O. Data Protection

Personal data of the Customer shall be stored by MUGLER SE exclusively for the proper processing of contracts, including contract execution, customer support and customer information. MUGLER SE shall only pass on such data to shipping companies commissioned with the delivery insofar as this is necessary for the delivery of goods. For payment processing, MUGLER SE shall transmit payment data to the credit institution commissioned with the payment.
MUGLER SE warrants that personal data will not otherwise be passed on to third parties unless MUGLER SE is legally obliged to do so or the Customer has expressly consented in advance. If services of third parties are used for the implementation and processing of processing operations, the provisions of the GDPR and the German Federal Data Protection Act shall be complied with.
If you have any questions regarding the collection, processing or use of your personal data, for information, correction, blocking or deletion of data, please contact: MUGLER SE, Hofer Straße 2–4, 09353 Oberlungwitz, Germany, Fax: +49 3723 747 299, E-Mail: mugler@mugler.de.

P. Cessation of Payments / Insolvency

If the Customer ceases payments, a provisional insolvency administrator is appointed, insolvency proceedings are opened against its assets, or bills of exchange or checks are protested against it, MUGLER SE shall be entitled to withdraw from the contract in whole or in part without any claims being derived against MUGLER SE. In the event of withdrawal, services rendered up to that point shall be invoiced at the contract price.

Q. Exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG)

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

R. Miscellaneous

The law of the Federal Republic of Germany shall apply.
The place of jurisdiction shall be the registered office of MUGLER SE. Mandatory statutory provisions regarding exclusive places of jurisdiction shall remain unaffected.
If the contract or these GTC contain gaps, those legally effective provisions shall be deemed agreed upon to fill such gaps that the contractual parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these GTC had they been aware of the gap.