Terms & Conditions
General Terms and Conditions of Sale, Delivery, and Services.
1. Scope
These General Terms and Conditions of Sale, Delivery, and Services apply to all deliveries and services provided by MetLogix GmbH, including, in particular, the sale of goods, the provision of software and software licenses, as well as repair, maintenance, calibration, retrofit, training, and other services.
They apply exclusively to business customers within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law. MetLogix does not enter into contracts with consumers.
Any conflicting or supplementary terms and conditions of the customer will apply only if MetLogix has expressly agreed to them in text form.
Individual agreements, quotations, and order confirmations take precedence over these General Terms and Conditions.
2. Quotations and Scope of Supply and Services
Quotations issued by MetLogix are non-binding and subject to change unless expressly identified as binding.
A contract is formed upon issuance of an order confirmation by MetLogix, delivery of the goods, or commencement of the agreed services.
The type and scope of the delivery or service are defined in the applicable quotation and order confirmation.
Information contained in catalogs, data sheets, brochures, technical documentation, and on the MetLogix website is provided for product description purposes. Such information does not constitute a warranty or a binding agreement regarding product characteristics unless expressly agreed otherwise.
MetLogix reserves the right to make technical changes, provided that such changes do not materially impair the agreed function of the goods or services and are reasonable for the customer. Technical changes and printing errors are reserved.
3. Delivery and Transfer of Risk
Deliveries are made from the MetLogix warehouse unless otherwise agreed.
Packaging, shipping, and transportation are at the customer’s expense. MetLogix will select the shipping method and carrier at its reasonable discretion unless specific arrangements have been made.
The risk of accidental loss or accidental deterioration of the goods passes to the customer when the goods are handed over to the freight forwarder, carrier, or other transportation provider.
Delivery and service dates are binding only if expressly confirmed as binding.
Delays resulting from force majeure or other events beyond the control of MetLogix will extend the agreed delivery and service periods by a reasonable amount of time. This applies in particular to operational disruptions, supply shortages, transportation disruptions, government actions, labor disputes, or delayed delivery by suppliers despite timely ordering by MetLogix.
Partial deliveries and partial services are permitted, provided they are reasonable for the customer.
4. Prices and Payment
All prices are net prices and are subject to applicable statutory value-added tax, as well as any applicable packaging, shipping, transportation, insurance, and customs costs.
Invoices are due and payable without deduction within 30 calendar days of the invoice date unless otherwise agreed.
Cash discounts may be deducted only if expressly agreed.
In the event of late payment, the applicable statutory provisions will apply. MetLogix reserves the right to claim additional damages resulting from the delay.
The customer may offset claims only if such claims are undisputed or have been finally adjudicated.
The customer may exercise a right of retention only if the underlying claim arises from the same contractual relationship.
5. Claims for Defects
The limitation period for claims for defects is twelve months from delivery of the goods or, where acceptance has been agreed, from the date of acceptance.
The customer must inspect the goods promptly upon delivery and notify MetLogix of any apparent defects without undue delay and in text form. Section 377 of the German Commercial Code (HGB) also applies to merchants.
After prior coordination with MetLogix, the customer must initially return the goods in question to MetLogix freight prepaid. If the inspection confirms that the claim is justified, MetLogix will reimburse the necessary shipping costs.
In the event of a justified claim, MetLogix will, at its option, repair the goods at no charge or provide a replacement.
The customer must provide MetLogix with the time and opportunity reasonably required to inspect the goods and provide subsequent performance. If subsequent performance fails or is unreasonable for the customer, the customer will be entitled to the rights provided by law.
Claims for defects are excluded, in particular, in the event of:
- normal wear and tear
- improper operation, use, or storage
- failure to follow operating or installation instructions
- modifications or repairs performed by the customer or unauthorized third parties
- use outside the specified technical specifications
- unsuitable or unsupported hardware or software environments
- damage caused by external influences
The shortened limitation period does not apply in cases of willful misconduct or gross negligence, injury to life, body, or health, fraudulent concealment of a defect, an expressly assumed warranty, claims under the German Product Liability Act, or any other case of mandatory statutory liability.
6. Exchanges and Returns
Exchanges or returns of non-defective standard products are permitted within eight calendar days of delivery, subject to prior coordination with MetLogix.
When returning goods, the customer must provide the reason for the return, the delivery note number, and the shipping date.
The goods must be complete, undamaged, unused, and, where possible, returned in their original packaging.
The following are excluded from exchange or return, in particular:
- custom-manufactured or custom-configured products
- products specifically sourced for the customer
- products that have already been used or damaged
- activated or enabled software licenses
- services that have already been performed
The customer bears the cost and risk of return shipping.
Statutory claims for defects remain unaffected by these provisions.
7. Software and Services
The type and scope of software usage rights are defined in the applicable quotation, order confirmation, and any supplementary license terms issued by the software manufacturer or licensor.
Installation, configuration, integration, updates, training, maintenance, and support are included only if expressly agreed.
The customer is responsible for meeting the specified system requirements and providing suitable hardware, operating system, and network conditions.
The scope of repair, maintenance, calibration, retrofit, upgrade, and training services is defined in the applicable order.
A calibration documents the measurement values recorded at the time of testing under the applicable test conditions. It does not constitute a warranty that the equipment will remain within specified tolerances on an ongoing basis.
Before any work is performed on equipment, computers, or software, the customer is responsible for creating a complete and current backup of all data, programs, settings, and configurations.
8. Liability
MetLogix has unlimited liability:
- in cases of willful misconduct and gross negligence
- in the event of culpable injury to life, body, or health
- in the event of fraudulent concealment of a defect
- where an express warranty has been assumed
- under the German Product Liability Act
- in all other cases of mandatory statutory liability
In the event of a slightly negligent breach of a material contractual obligation, MetLogix will be liable only for the foreseeable damages typical of the contract.
Material contractual obligations are obligations whose fulfillment is essential to the proper performance of the contract and on whose fulfillment the customer may reasonably rely.
In all other respects, liability for slight negligence is excluded.
The foregoing limitations of liability also apply for the benefit of the legal representatives, employees, and agents of MetLogix.
In the event of data loss, MetLogix will be liable only for the cost of restoring the data that would have been incurred if the customer had maintained proper and regular data backups.
9. Retention of Title
MetLogix retains title to all delivered goods until all claims arising from the applicable contract and the ongoing business relationship have been paid in full.
Before payment has been made in full, goods subject to retention of title may not be pledged or transferred by way of security.
The customer must notify MetLogix without undue delay if any third party accesses or seizes goods subject to retention of title.
10. Governing Law and Venue
The laws of the Federal Republic of Germany apply, excluding the United Nations Convention on Contracts for the International Sale of Goods.
Unless otherwise agreed, the place of performance for deliveries, services, and payments is the registered office of MetLogix.
If the customer is a merchant, a legal entity under public law, or a special fund under public law, the registered office of MetLogix will be the exclusive venue.
MetLogix is also entitled to bring legal action against the customer at the customer’s general place of jurisdiction.
11. Final Provisions
Legally relevant declarations and notices by the customer, including notices of defects, the setting of deadlines, withdrawal from the contract, or requests for a price reduction, must be made at least in text form unless a stricter form is required by law.
If any provision of these General Terms and Conditions is or becomes wholly or partially invalid, the validity of the remaining provisions will not be affected. The applicable statutory provisions will replace the invalid provision.
Any English translation of these General Terms and Conditions is provided for convenience only. In the event of any discrepancy or question of interpretation, the German version will prevail.
The current version is available on our website.
Last updated: August 2026