This translation is provided for information only; only the German version is legally binding: German version.
(1)
These general terms and conditions apply to all sales, deliveries and other services, including consulting and training services, of Ineltek GmbH (hereinafter “User”). They therefore also apply to all future business relationships pursuant to § 305 para. 3 BGB (new version), even if they are not expressly agreed again. These terms are deemed accepted at the latest upon receipt of the goods or services.
(2)
The Customer's general terms and conditions shall only apply insofar as they have been expressly recognised in writing by the User.
This written form requirement can only be waived by a written agreement. If the User does not expressly object to the Customer's general terms and conditions, this does not constitute consent to those general terms and conditions.
(3)
All agreements made between the Seller and the Buyer for the purpose of performing this contract shall be set down in writing in this contract.
(4)
These terms and conditions do not apply in relation to consumers within the meaning of § 474 BGB (new version) insofar as they restrict the statutory provisions of §§ 433-435, 437, 439-443 and 474-479 BGB (new version). This does not apply to claims for damages. In such a case, the statutory rules take the place of these terms and conditions.
(1)
The Seller's offers are subject to change and non-binding until written order confirmation, unless expressly stated otherwise in the offer. Following an offer by the User, a contract is only concluded upon written confirmation by the User.
Any change to a binding description of deliveries or services likewise only becomes effective upon written confirmation by the User.
The User reserves the right to make minor, technically necessary deviations from the offer that do not jeopardise the purpose of the contract, even after the order has been confirmed.
(2)
Prices quoted only apply if the order is placed and executed in full. Deviations are possible in colour illustrations.
(3)
Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in writing.
(4)
Assurances, collateral agreements, changes and additions to the User's deliveries and services require the User's written confirmation in order to be effective.
(5)
The User's employees are not authorised to make verbal collateral agreements or to give verbal assurances that go beyond the content of the written contract.
(6)
Verbal statements, product descriptions, performance specifications or the like do not constitute an assurance. Product descriptions contained in brochures or similar documents are not binding.
(1)
The Customer shall provide the User with all documents and information required for the performance of the contract correctly, completely and in good time. If the Customer fails to provide the necessary information, the User will request it to do so in writing and set it a reasonable grace period. After this grace period has expired, the User is entitled to withdraw from the contract. Work already performed by the User shall be remunerated.
(2)
If the User is obliged to carry out work on the Customer's premises or on premises to be provided by the Customer, the Customer shall ensure that the User's staff are granted access and that all conditions for the performance of the contract are in place. If the Customer fails to comply with this obligation, the Customer shall reimburse the User for any additional costs incurred.
The obligation to cooperate is a primary obligation of the Customer.
(1)
Prices, the remuneration for the User's services and any incidental costs are calculated in accordance with the User's price list valid at the time the contract is concluded or a written offer from the User that expressly deviates from it. Unless otherwise stated in the offer, all prices are net prices in euros ex the User's registered office, excluding shipping costs, packaging, insurance, customs duties, import VAT or other ancillary services.
(2)
Unless otherwise stated, the User is bound by the prices contained in its offers for 30 days from their date.
Otherwise, the prices stated in the User's order confirmation plus the applicable statutory VAT shall be authoritative.
Additional deliveries and services will be invoiced separately.
(3)
If, in the case of call-off or scheduled orders, only part of the agreed quantity is accepted within the agreed period, the User is entitled, at its discretion, either to charge the price applicable to the batch size for the part delivered or to deliver and invoice the quantity not yet called off.
(4)
Insofar as the Seller is prepared to deliver the goods to other locations, the Buyer shall bear the costs of transport, packaging and insurance.
(5)
Separate conditions apply to orders from abroad. These depend on the weight, shipping method and country of destination as well as the customs and import VAT regulations applicable there. Unless otherwise stated in the offer, prices are net prices in euros ex the User's registered office, excluding shipping costs, packaging, insurance, customs duties, import VAT or other ancillary services.
(6)
If a delivery period of four months or longer, calculated from the conclusion of the contract, has been agreed, the User reserves the right to increase its prices due to an increase in its own purchase prices and/or wage and production costs. In the event of such an increase, the User will show the price-increasing factors on the invoice.
(7)
The above provision does not apply in the context of continuing obligations.
(8)
In the event of an increase in procurement costs or other costs relevant to the purchase price, the User reserves the right to increase prices accordingly.
(1)
Delivery dates or periods are non-binding unless they are expressly agreed in writing as binding. Agreed delivery dates are deemed to have been met if the goods have been handed over to the carrier by the agreed delivery date. On request, the User will notify the Customer that the goods are ready for dispatch. Should processing or delivery dates or periods deviate significantly, the User will notify the Customer without delay.
(2)
The User is not responsible, even in the case of bindingly agreed periods and dates, for delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for the User not merely temporarily – these include in particular energy shortages, traffic disruptions, strikes, lockouts, official orders, price adjustments not accepted by the Customer, etc., even if they occur at the User's suppliers or their sub-suppliers. Such events entitle the User to postpone the delivery or service by the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part with respect to the part not yet fulfilled.
This also applies if the aforementioned unforeseeable events occur during a delay that has already occurred. Any grace period set by the Customer in this case is also extended by the duration of the unforeseen event. The User will inform the Customer without delay of the occurrence of such a delay. If the delivery time is extended or the User is released from its obligation, the Customer cannot derive any claims for damages from this.
(3)
The Customer may only withdraw from the contract if, after expiry of the extended period, it sets the User a reasonable grace period in writing.
Withdrawal must be made in writing if the User does not perform within the grace period. The Customer's claims for damages are governed by § 10 of these terms.
(4)
The User is entitled to make partial deliveries and render partial services insofar as these constitute self-contained parts of the subject matter of the contract that are usable for the Customer.
(5)
Subsequent requests by the Customer for changes or additions to the services or deliveries extend the delivery time to a reasonable extent.
(6)
Compliance with the User's delivery and performance obligations presupposes the timely and proper fulfilment of the Customer's obligations. If the Customer is in default of payment for an earlier service, the User is entitled to withhold deliveries without being obliged to compensate for any damage that may arise.
(7)
If the Customer is in default of acceptance, the User is entitled to demand compensation for the damage incurred; upon the occurrence of default of acceptance, the risk of accidental deterioration and accidental loss passes to the Buyer.
(8)
If, despite careful selection, the User is itself not supplied (definitively) by its supplier, the User is released from its obligation to perform if it notifies the Customer of the non-delivery and, where permissible, offers to assign to the Customer the claims to which it is entitled against the supplier. In selecting suppliers, the User is not liable for slightly negligent fault in selection.
(1)
The agreed terms of delivery and payment apply. As a rule, new customers are only supplied against cash on delivery.
The User reserves the right, in exceptional cases, to make delivery conditional on immediate payment.
(2)
Unless otherwise agreed, the User's invoices are payable strictly net within 14 days of the invoice date, without discounts or other deductions. Cheques or bills of exchange are in all cases only accepted on account of payment.
The User is entitled to invoice the Customer for all collection charges incurred. An invoice in this respect is due immediately.
The User is under no obligation to accept cheques or bills of exchange.
(3)
The Customer's payments will first be credited against any dunning costs and interest incurred and then against the oldest debt.
The User is entitled to demand advance payments or the provision of security or to make all claims arising from the business relationship due immediately if the Customer's creditworthiness deteriorates significantly or the Customer is in default of payment. This does not apply in the case of default in payment of a claim that is minor in relation to the order volume with the respective customer.
(4)
If the Customer is in default of payment, the User may charge interest at a rate of 5 percentage points above the respective base rate of the European Central Bank. If the Customer is an entrepreneur within the meaning of § 14 BGB, the interest rate increases to 8 percentage points.
The right to claim actually higher damages for default is reserved.
(5)
The Customer may only offset a counterclaim or assert a right of retention if the counterclaim is undisputed or has been legally established.
(1)
Packaging is carried out in accordance with professional and customary commercial standards. Special packaging and replacement packaging are charged at cost price.
(2)
Unless otherwise stated in the order confirmation, delivery “ex works” is agreed. Insofar as the goods are delivered at the User's business premises, the risk of damage to or loss of the goods passes to the Customer at the time the User informs the Customer that the goods are ready for collection.
(3)
In the case of sale by dispatch, the risk passes to the Customer as soon as the consignment has been handed over to the person carrying out the transport, their agent or other persons designated by the User, or has left the User's warehouse for the purpose of dispatch. If dispatch is delayed at the Customer's request, the risk passes to the Customer upon notification of readiness for dispatch. If the Customer is a consumer within the meaning of § 13 BGB, the risk passes only upon handover to the Customer, even in the case of sale by dispatch.
(4)
If the Customer is in default of acceptance, the risk passes to the Customer at the time the User offers handover.
(5)
Shipping is uninsured unless the Customer insures the consignment against transport damage at its own expense.
(6)
If an agreed service cannot take place on the agreed date due to circumstances for which the Customer is responsible, the risk passes to the Customer at the time the notification of readiness for delivery has been received by the Customer.
Any storage costs shall be borne by the Customer.
If acceptance of the delivery is refused without prior written cancellation of the order, the User will charge a share of the costs
In the case of a purchase contract, amounting to €200.00
In the case of a contract for work, the reprocessing costs incurred.
(1)
Notwithstanding delivery and the transfer of risk or other provisions of these terms of delivery, the User's deliveries are made subject to retention of title. Ownership only passes once all claims against the Customer, including those arising in the future, have been satisfied, irrespective of their legal basis (bill of exchange, cheque, assignment, guarantee, damages, etc.). The User has the right to reclaim the goods, sell them elsewhere or otherwise dispose of them as long as the purchase price has not been paid in full.
(2)
In the case of contracts with customers who conclude them in the exercise of their commercial or self-employed professional activity, as well as contracts with a legal entity under public law or a special fund under public law, the goods delivered remain the property of the User until all claims arising from the business relationship with the Customer have been paid in full. This also applies if the User has included individual or all invoices in a current account and the balance has been drawn and acknowledged. In relation to this Customer, a demand for surrender is not deemed to be a withdrawal from the contract.
(3)
Before ownership passes, the pledging or transfer by way of security of the delivered items is prohibited.
Resale is only permitted in the ordinary course of business. In the event of resale, the Customer hereby assigns to the User its purchase price claim against the acquirer in the amount of the purchase price agreed with the User.
The User accepts this assignment. The Customer is authorised to collect the claim for the User's account until revocation or until the Customer suspends its payments to the User. If goods subject to retention of title are resold together with goods or items owned by third parties, the claim against the purchaser is deemed assigned in the amount of the purchase price agreed between the User and the Customer. If items subject to retention of title are seized, the Customer shall notify the User without delay and likewise notify the seizing creditor of the retention of title without delay.
(4)
The retention of title also extends to the products resulting from the processing, mixing or combining of the User's goods. The treatment or processing of goods is always carried out for the User on its behalf, but without obligating it. If, in the case of processing, mixing or combining with goods of third parties, their retention of title remains in place, the User acquires co-ownership in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other processed goods at the time of processing. If the User's goods are combined with other items which, in relation to the User's goods, constitute the main item, the Customer transfers co-ownership of the newly created item to the User insofar as the Customer is its owner. The ownership rights arising hereunder are deemed to be goods subject to retention of title within the meaning of these terms of sale and delivery.
(5)
If the Customer is in default with a payment in whole or in part, suspends its payments or if there are otherwise justified doubts about its solvency or creditworthiness, it is no longer entitled to dispose of the items, even in the ordinary course of business. The User is then entitled to demand information about the recipients of the goods and the submission of documents, to notify them in writing of the transfer of the claim to the User and to collect the Customer's claim against the recipients of the goods.
(1)
The User warrants that, at the time of transfer of risk, the goods delivered have the agreed quality or, insofar as the quality has not been agreed, are suitable for the use presupposed under the contract. If no such use has been agreed either, the User warrants that the goods delivered are suitable for ordinary use and have a quality that is customary for goods of the same type and that the Customer can expect given the nature of the goods.
(2)
If, at the time of transfer of risk, the goods delivered do not comply with this warranty, the Customer may, at the User's option, initially demand remedy of the defect or delivery of a defect-free item. If the User fails to fulfil this obligation within a reasonable period, the Customer may, at its option, withdraw from the contract or reduce the purchase price.
The Customer cannot claim compensation for wasted expenditure.
(3)
Claims for defects do not exist in the case of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating materials or due to special external influences not presupposed under the contract, or in the case of non-reproducible software errors. If improper modifications or repair work are carried out by the Customer or by third parties, claims for defects likewise exist for these and the resulting consequences.
(4)
Warranty claims become time-barred one year after delivery of the goods.
(5)
If the Customer is a consumer within the meaning of § 13 BGB, clauses 10.2 and 10.3 apply with the following deviations:
the type of subsequent performance is to be determined by the Customer
warranty claims become time-barred after two years
(6)
If the Customer is a merchant, its warranty claims presuppose compliance with the obligation to give notice of defects pursuant to § 377 HGB.
(7)
If the User provides a defective repair service, the Customer may initially only obtain subsequent performance, which, at the User's option, consists of remedying the defect or producing a new work.
(8)
If the User fails to fulfil this obligation within a reasonable period, the Customer may remedy the defect itself and claim reimbursement of the necessary expenses, withdraw from the contract or reduce the remuneration.
(9)
The warranty is limited to, or extends to, the replacement of failed components
If, at the time of the written order confirmation, the User has ordered goods or materials from a supplier and the onward delivery to or processing for the Customer is to be made from this order, the User may withdraw from the contract if it has not itself been supplied or has not been supplied correctly. This right of withdrawal does not exist if the User is at fault with regard to the selection of the supplier.
(1)
For its claims arising from the contract, the User has a lien on the Customer's movable items that it has manufactured or repaired, if these have come into its possession during manufacture or for the purpose of processing.
(2)
If the Customer hands over to the User an item acquired subject to retention of title, the contractor's lien arises on the Customer's expectant right of ownership.
(3)
If the item handed over to the User does not belong to the Customer, the User has a claim against the Customer for the purchase price or remuneration, due upon acceptance. If the Customer does not pay, the User has a right of retention pursuant to § 273 BGB. Vis-à-vis the owner, the User has the claims under §§ 994 ff BGB.
Ineltek is liable for intent and gross negligence on the part of its legal representatives, employees and vicarious agents.
Otherwise, Ineltek's liability is excluded, irrespective of the legal basis (including, for example, impossibility, fault in contract negotiations, positive breach of contract, warranty, tort).
This exclusion of liability does not apply
in the event of a breach of an essential contractual obligation; in that case, however, Ineltek's liability is limited to foreseeable and indirect damage and in amount to a maximum of €40,000.
insofar as Ineltek is accused of slight negligence, we are liable up to a maximum amount of twice the delivery value
in the absence of a characteristic assured – in writing –
in the case of claims under the Product Liability Act
In the event of force majeure, any obligation on the part of Ineltek to pay damages ceases to apply.
A repair is carried out without warranty if no defect report is available.
(1)
Any alteration of the User's goods and any special stamping that could be regarded as a mark of origin of the Customer or a third party or could give the impression that the product is a special product are not permitted.
(2)
The User accepts no liability for ensuring that the use of the goods sold does not infringe the industrial property rights of third parties.
(3)
In the case of goods manufactured according to the Customer's specifications, the User accepts no liability for ensuring that third-party industrial property rights are not infringed; this also applies if the User has been involved in the development or has developed the goods according to the Customer's specifications.
(1)
If the Customer is a consumer within the meaning of § 13 BGB and a contract for the delivery of goods is concluded exclusively by means of distance communication, i.e. means of communication that can be used to initiate or conclude a contract without the simultaneous physical presence of the contracting parties, the following additionally applies:
The Customer may revoke its declaration of intent aimed at concluding the contract vis-à-vis the User within two weeks.
The revocation need not contain any reasons and must be declared in text form or by returning the item.
In the case of delivery of goods, the revocation period does not begin before the day on which they are received by the recipient.
Timely dispatch is sufficient to comply with the deadline. The revocation must be declared to INELTEK GmbH.
All goods delivered by the User are intended to remain in the country of delivery agreed with the Customer. The Customer undertakes to observe that the re-export of these goods is subject to the foreign trade laws of the Federal Republic of Germany or of the country of delivery and, where applicable, of the country of origin of the product, and may accordingly require a licence for the Customer. It is the Customer's responsibility to obtain information on the foreign trade law applicable in each individual case and, where necessary, to apply for and obtain the corresponding licences itself.
(1)
The Customer may only transfer the rights and obligations arising from the contract to third parties with the User's prior written consent.
(2)
The law of the Federal Republic of Germany applies to these terms and conditions and to the entire legal relationship between the User and the Customer.
(3)
The place of performance is the User's business premises.
(4)
Insofar as the Buyer is a registered merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the User's registered office.
Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.
In the event of any gaps, ambiguities or changes in their basis, these terms and conditions shall be interpreted in accordance with the spirit of the overall agreements. Should an agreement be or become invalid, it shall be replaced by a valid agreement that comes as close as possible to the meaning and purpose of the omitted agreement.
Deviations from these terms require the written form.
(1)
All orders for Ineltek GmbH – hereinafter referred to as Ineltek GmbH – are subject exclusively to these terms. Delivery: free domicile
Payment: 14 days 2% or 30 days net
unless expressly agreed otherwise. Conditions of the Contractor in its general terms and conditions or order confirmation are hereby expressly rejected. Unconditional acceptance of order confirmations or deliveries does not constitute recognition of such conditions.
(2)
With the first delivery under these terms of purchase, the Supplier acknowledges their exclusive validity for all further orders as well.
(3)
Orders and contracts are binding if they are placed in writing or have been confirmed in writing.
Unless otherwise agreed, the offer can only be accepted within a period of 14 days.
(1)
Delivery is made in accordance with the order or the subsequent instructions of Ineltek GmbH on the agreed dates. The Contractor shall notify any changes to the dates without delay.
(2)
The Contractor shall comply with the shipping regulations of Ineltek GmbH and of the forwarding agent or carrier. Ineltek GmbH's order and article numbers are to be stated on all shipping documents, correspondence and invoices.
(3)
Unless expressly agreed otherwise, the costs of transport, including packaging, insurance and all other incidental costs, are borne by the Contractor.
(1)
The delivery periods or dates stated in orders are binding and refer to arrival at the place of performance.
(2)
Ineltek GmbH is entitled to refuse acceptance of goods that are not delivered on the delivery date stated in the order and to return them at the Contractor's expense and risk or to store them with third parties.
(1)
The Contractor warrants that the goods comply with the specifications submitted, the relevant standards and the state of the art.
(2)
Ineltek GmbH reserves the right to inspect the goods for obvious and visible defects immediately after receipt and only then to accept them. In the event of a complaint, the Contractor may be charged with the costs of the inspection and of the replacement delivery.
For defects of any kind, the period for notice of defects is 14 days from their discovery in each case.
During the warranty period, the Contractor waives the objection of late notification with regard to hidden defects.
(3)
The values determined during the incoming goods inspection are binding for the dimensions, weights and quantities of a delivery.
(4)
Machines and systems to be delivered must in particular comply with the following regulations:
Product-specific standards for the safety and function of the goods ordered.
(5)
In the case of an agreed contractual penalty for delay in delivery, the claim to the contractual penalty is retained even if it is not expressly asserted upon acceptance of the delivery. Further claims likewise remain in place upon acceptance without any special reservation.
(1)
Agreed prices are maximum prices; price reductions in the period between the order and payment of the invoice shall benefit Ineltek GmbH.
(2)
Invoices are to be issued immediately after dispatch of the goods, stating the order and article number. VAT must be shown separately.
(3)
Payment is made subject to proper delivery and to the correctness of prices and calculations.
If a defect subject to warranty is identified, Ineltek GmbH is entitled to withhold payment until the warranty obligation has been fulfilled.
(4)
Determination of the method of payment, e.g. “Payable 30 days from invoicing.” or with the granting of a cash discount.
(1)
The Contractor is only entitled to set off undisputed or legally established claims.
(2)
The assignment of claims against Ineltek GmbH is only effective with its written consent.
(1)
The Contractor's warranty obligation is governed by the statutory provisions unless otherwise stated below. The Contractor shall indemnify Ineltek GmbH upon first demand against all third-party claims asserted on account of defects, infringement of third-party industrial property rights or product damage of its delivery, according to its share of causation. The Contractor warrants that it has adequate product liability insurance.
(2)
The warranty period is at least 12 months from delivery to the place of performance.
If the statutory warranty period is longer, the latter applies.
(3)
In the event of a defective delivery, the Contractor shall, at the option of Ineltek GmbH, provide a replacement free of charge, grant a price reduction in accordance with the statutory provisions on reduction, or remedy the defect free of charge.
In urgent cases, Ineltek GmbH is entitled – after consultation with the Contractor – to remedy the defects itself or have them remedied by a third party at the Contractor's expense, or to obtain a replacement elsewhere. The same applies if the Contractor is in default with the fulfilment of its warranty obligation.
If, in accordance with the statistical inspection procedure specified in the order, the maximum permissible proportion of defects is found to have been exceeded, Ineltek GmbH is entitled to assert claims for defects with regard to the entire delivery or to inspect the entire delivery at the Contractor's expense after prior consultation with the Contractor.
(4)
The Contractor is liable for replacement deliveries and rectification work to the same extent as for the original delivery item, i.e. also for transport, travel and labour costs, without being limited to these. The warranty period for replacement deliveries begins at the earliest on the day the replacement delivery arrives.
(5)
The Contractor is obliged to reimburse reasonable costs of a recall campaign under product liability law. Ineltek GmbH will notify the Contractor beforehand as quickly as possible so that it can comment.
Drawings, designs, samples, manufacturing instructions, company-internal data, tools, equipment, etc. that we have provided to the Contractor for the submission of an offer or for the performance of an order remain our property.
They may not be used for other purposes, reproduced or made accessible to third parties and must be kept with the care of a prudent businessman.
The Contractor warrants that third-party rights do not conflict with the intended use of the goods purchased and, in particular, that third-party industrial property rights are not infringed. If Ineltek GmbH is nevertheless held liable for a possible infringement of third-party rights, such as copyrights, patents and other industrial property rights, the Contractor shall indemnify it against this and against any related performance.
The Contractor gives its revocable consent to the order-related handling and processing of the personal data communicated, in compliance with the statutory provisions.
Should individual provisions of these general terms and conditions be or become void, the remaining terms shall remain effective.
