English version · Version: August 2026
These GTC apply exclusively to B2B transactions. In the event of any discrepancy in interpretation, the German version shall prevail.
1. Scope of Application
These General Terms and Conditions (“GTC”) apply to all offers, deliveries and services of MCS,
including the sale of spare parts and components, manufacture of machine components,
modernisation and retrofit projects, installation, commissioning, integration, maintenance, repair,
troubleshooting, remote support, training, consultancy, planning and programming services.
Programming services include, in particular, PLC software, visualisation, parameterisation, recipes
and program modifications.
These GTC apply exclusively to entrepreneurs, legal entities under public law and special funds under
public law.
Any general terms and conditions of the Customer which conflict with, deviate from or supplement
these GTC shall apply only if MCS has expressly agreed to them in writing.
Individual agreements, in particular MCS’s order confirmation, shall take precedence over these GTC.
These GTC are provided in German and English. In the event of any discrepancy in interpretation, the
German version shall prevail.
2. Formation of Contract
Offers by MCS are subject to change and non-binding unless expressly designated as binding in
writing.
A contract shall be formed exclusively by MCS’s written order confirmation. The scope of delivery or
performance shall be determined by the order confirmation and its annexes, if any.
Technical data, illustrations, drawings, dimensions, weights, performance data, descriptions and other
information contained in offers, documents or presentations are non-binding unless expressly agreed
as binding in writing.
3. Documents, Intellectual Property Rights and Customer Specifications
Offers, drawings, calculations, CAD data, concepts, specifications, project documents, software,
programming and other documents provided by MCS remain the property of MCS and/or are subject
to MCS’s copyright, rights of use and other intellectual property rights.
Unless expressly agreed otherwise in writing, the Customer receives only a simple, non-exclusive,
non-transferable and non-sublicensable right to use software, visualisations, parameterisations,
recipes and program modifications for the contractually agreed operation of the equipment.
Unless expressly agreed otherwise in writing, the following are not part of the delivery or service: PLC
project files, source code, comments, development projects, project files, CAD files, calculations,
engineering documents, original circuit-diagram files, libraries, parameterisation files and other
editable original, development or source files. The provision of such documents may be agreed
separately in writing in individual cases; MCS shall be entitled to charge reasonable remuneration for
this, unless the provision is already expressly owed under the contract.
The Customer shall have no claim to the provision of engineering documents insofar as they are not
necessary for the contractually agreed operation, maintenance or servicing of the delivered
equipment and their provision has not been expressly agreed in writing. Mandatory statutory
information and documentation obligations remain unaffected.
The Customer may not reproduce, modify, decompile, disclose to third parties or use documents and
programs supplied by MCS outside the contractual purpose without MCS’s prior written consent,
unless mandatory law provides otherwise.
The Customer shall be responsible for the accuracy, completeness, legal permissibility and technical
suitability of all information, data, documents, materials, components and specifications provided by
it.
The Customer shall indemnify MCS against third-party claims arising from infringements of third-party
rights or from incorrect, incomplete or unlawful Customer specifications, unless MCS caused the claim
intentionally or through gross negligence.
4. Changes and Customer Cooperation
Changes to the scope of performance, technical design, deadlines or other contractual terms shall
require MCS’s written confirmation to be effective.
Changes requested by the Customer may result in additional costs and adjusted deadlines. MCS shall
inform the Customer accordingly in advance where reasonably possible.
The Customer shall provide all information, access, approvals, contact persons, safety instructions,
permits and cooperation required for performance in a timely manner.
Delays and additional expenses resulting from missing or delayed cooperation by the Customer shall
be borne by the Customer.
5. Prices and Payment
Prices are stated in euros and, unless expressly agreed otherwise, are net prices plus applicable
statutory value-added tax.
Packaging, shipping, insurance, customs, export, import, travel, waiting, installation and other
incidental costs shall be borne by the Customer unless expressly agreed otherwise.
Payment terms, instalments and due dates shall be set out in the respective order confirmation.
For long-term projects, price adjustments shall be permitted only if expressly agreed in the order
confirmation.
The Customer may offset or exercise a right of retention only with claims that are undisputed, finally
adjudicated or ready for decision.
If circumstances become known after conclusion of the contract which are likely to materially impair
the Customer’s ability to pay, MCS may make outstanding deliveries or services conditional upon
advance payment or adequate security.
6. Delivery, Transfer of Risk and Default of Acceptance
Delivery terms shall be agreed on a case-by-case basis. Unless expressly agreed otherwise, EXW
Essen, Incoterms® 2020 shall apply. The specific place of provision shall be stated in the order
confirmation or delivery notice.
Partial deliveries and partial performance are permitted where reasonable for the Customer.
Delivery and performance dates are binding only if MCS has expressly confirmed them as binding in
writing. Compliance requires timely and proper fulfilment of all Customer cooperation obligations.
If MCS notifies the Customer that goods are ready for dispatch or collection and the Customer does
not take delivery in due time, MCS may store the goods at the Customer’s risk and expense. Provision
shall be free of charge for two weeks after notification. From the beginning of the third week, MCS
may charge reasonable storage costs.
MCS’s statutory rights in the event of default of acceptance remain unaffected.
Force majeure and other events that were unforeseeable at the time the contract was concluded and
for which MCS is not responsible, which prevent MCS or its suppliers from providing performance in
due time, shall reasonably extend agreed time limits and postpone dates accordingly. Such events
include, in particular, natural events, fire, epidemics and pandemics, war, terrorism, civil unrest,
industrial action, governmental measures, embargoes, export or import restrictions, transport or
operational disruptions, and shortages of energy or materials. MCS shall inform the Customer without
undue delay of the beginning and end of the impediment and shall keep the effects on performance
to a minimum.
If the impediment to performance continues for more than three months, either party may withdraw
from the contract in respect of the part not yet performed. The statutory rights of both parties remain
unaffected.
7. Export Control and Sanctions
Performance of the contract is subject to the condition that no national or international foreign trade,
export control, customs, embargo or sanctions regulations prevent performance.
Upon request, the Customer shall promptly provide MCS with all required information, end-use
certificates, permits and evidence.
MCS may refuse, suspend or withdraw from the contract where required by the regulations referred to
above or where a corresponding risk exists. Customer claims for damages are excluded in this respect
unless MCS acts intentionally or with gross negligence.
8. Installation, Commissioning, Acceptance and Service
In the case of installation, commissioning, integration, modernisation or comparable works,
acceptance shall generally take place after successful commissioning and the agreed performance
test. A formal acceptance procedure shall take place where agreed.
If a performance test, acceptance or commissioning fails for reasons for which the Customer is
responsible, including missing cooperation, missing utilities, unsuitable Customer systems,
components or access, the Customer shall bear the costs of repetitions, waiting time and additional
service visits.
Travel time, waiting time, work outside normal business hours and other service activities shall be
invoiced in accordance with the agreed hourly rates and flat fees applicable at the time of
performance, unless otherwise agreed.
MCS may propose a technically and economically reasonable alternative to repair, including
replacement, substitute delivery or modernisation.
9. Remote Support
For remote support, the Customer is responsible for providing suitable and secure remote access, IT
and network security, necessary approvals, data backups, and operation and safeguarding of the
equipment on site.
MCS shall not be liable for disruptions, failures, data losses or damage attributable to the Customer’s
IT environment, network connection, access rights, data backup or operational sphere, unless caused
intentionally or through gross negligence by MCS.
10. Retention of Title
MCS retains title to delivered goods and components until all present and future claims arising from
the business relationship with the Customer have been paid in full (“retained goods”).
The Customer may resell retained goods in the ordinary course of business. The Customer hereby
assigns to MCS all claims arising from such resale against its customers or third parties in the amount
of the final invoice amount, including VAT. MCS accepts the assignment.
The Customer remains authorised to collect the assigned claims until MCS revokes this authorisation.
MCS may revoke the collection authorisation in particular in the event of payment default, insolvency,
an application to open insolvency proceedings or any other material jeopardy to MCS’s claims.
Upon revocation, the Customer shall promptly provide MCS with all information and documents
required to enforce the assigned claims, notify its debtors of the assignment and grant MCS access to
the relevant documentation.
Any processing or alteration of retained goods by the Customer shall be carried out for MCS without
imposing any obligation on MCS. If retained goods are processed, combined or mixed with items not
owned by MCS, MCS shall acquire co-ownership of the new item in proportion to the invoice value of
the retained goods to the value of the other items at the time of processing, combination or mixing.
The Customer shall treat retained goods with due care, store them separately and identify them as
MCS property where commercially and practically possible.
In the event of breach of contract, in particular payment default, MCS may demand return of the
retained goods. Assertion of retention of title or repossession shall constitute withdrawal from the
contract only if MCS expressly declares this.
At the Customer’s request, MCS shall release security if its realisable value exceeds the secured
claims by more than 10%. MCS shall select the security to be released.
11. Defect Claims
Statutory provisions shall apply to defects in deliveries and services unless otherwise provided below.
The Customer shall inspect goods promptly upon delivery and notify MCS promptly in writing of
recognisable defects. Otherwise, Section 377 of the German Commercial Code (HGB) applies.
MCS shall, at its discretion, remedy defects by repair or replacement delivery. MCS may generally
carry out subsequent performance at its registered office; where technically appropriate or
contractually agreed, it may also do so at the Customer’s premises or through a local service provider
appointed by MCS.
MCS shall not assume warranty for defects or damage attributable to parts, materials, components,
data, documents, software, specifications or instructions supplied by the Customer, to the extent that
the defect or damage is attributable thereto.
Claims for expenses incurred for subsequent performance shall exist only to the statutory extent and
only insofar as such expenses are not increased because the goods have subsequently been taken to
a location other than the agreed place of performance.
12. Liability
MCS shall be liable without limitation in cases of intent and gross negligence, culpable injury to life,
body or health, under the German Product Liability Act, and to the extent of an expressly assumed
guarantee.
In cases of ordinary negligence, MCS shall be liable only for breach of material contractual
obligations. In that case, liability shall be limited to the foreseeable damage typical for the contract at
the time of conclusion.
In all other cases, MCS’s liability is excluded, in particular for indirect damage, consequential damage,
loss of profit, loss of production, business interruption and unrealised savings.
The foregoing limitations of liability shall also apply for the benefit of MCS’s corporate bodies,
employees, vicarious agents, subcontractors and other persons engaged by MCS.
13. Packaging and Disposal
Unless expressly labelled as reusable, returnable or loan packaging, packaging shall pass to the
Customer upon handover of the goods.
The Customer shall arrange and pay for proper, professional and environmentally sound disposal of
packaging arising at its premises, in particular cardboard packaging, wooden pallets and wooden
crates, to the extent permitted by law.
Any statutory take-back, recycling, registration or documentation obligations of MCS remain
unaffected. The Customer shall reasonably support MCS in meeting such obligations upon request.
Packaging labelled as reusable, returnable or loan packaging remains the property of MCS. The
Customer shall store it carefully and make it available for collection or return it in accordance with
MCS’s instructions. If the Customer culpably disposes of, damages or loses such packaging, MCS may
invoice the replacement value or the agreed packaging fee.
For deliveries outside Germany, the Customer shall observe packaging and disposal regulations
applicable at the destination to the extent they fall within the Customer’s area of responsibility.
14. Confidentiality and Subcontractors
The parties shall treat all technical, commercial and other non-public information received in
connection with the contractual relationship as confidential and use it exclusively for performance of
the contract.
The confidentiality obligation does not apply to information that is publicly known, was lawfully known
to the receiving party, was obtained from an authorised third party, or must be disclosed by law or by
order of a public authority or court.
MCS may use subcontractors, specialist companies, local service partners and other vicarious agents
to perform the contract.
15. Final Provisions
The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on
Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private
international law.
Exclusive place of jurisdiction for all disputes arising from or in connection with the contractual
relationship shall be Essen, Germany, provided that the Customer is a merchant, a legal entity under
public law or a special fund under public law. MCS remains entitled to bring proceedings at the
Customer’s general place of jurisdiction.
Should any provision of these GTC be or become wholly or partially invalid or unenforceable, the
validity of the remaining provisions shall remain unaffected. The statutory provisions shall apply in
place of the invalid or unenforceable provision.
