General Sales Terms and Conditions of IDS Innomic Gesellschaft für Computer- und Messtechnik mbH
– June 2018 –
I. General Provisions
1. Deliveries and services (in the following: deliveries) shall primarily be subject to the mutual written declarations. However, general terms and conditions shall only be valid if we accepted them expressly in writing.
2. Concerning cost estimates, drawings and other documents (in the following: documents) we shall reserve our proprietary and copyright exploitation rights without restrictions. The documents shall only be made accessible to third parties after our previous approval.
3. Standard software can be used by the purchaser to the agreed extent on the appropriate devices. But the purchaser shall not be entitled to make any changes. He shall be, however, entitled to back up.
II. Quotations, Conclusion of the Contract, Terms of Delivery
1. Our quotations are generally subject to change and non-binding. Orders shall only be binding if we confirm them in writing or fulfill them by delivering the goods.
2. The contract is concluded by the written order of the purchaser and our written sales confirmation and/or delivery of the ordered goods.
3. Delivery dates stated in our sales confirmation are shipping dates.
4. If delivery dates should delay for more than one week, we shall inform the purchaser. For the purchaser, no claim against us or right to withdraw arises from this delay.
III. Prices and Terms of Payment
1. Our list prices at the time of order apply.
2. Our prices are understood ex works including packing plus respective value-added tax and costs for shipping and handling.
3. Prices do not include installation.
4. Our terms of payment are 30 days net from date of invoice, unless otherwise agreed.
5. The purchaser shall bear any customs and storage charges, insurance costs etc.
IV. Retention of Title
1. The delivered goods (reserved goods) remain our property until all our claims against the purchaser arising from the existing business relationship have been fulfilled.
2. While the retention of title exists, it is forbidden for the purchaser to execute a pledge or chattel mortgage. Resale shall only be permitted for resellers in common course of business and on condition that he receives payment from his customer or makes the retention that passage of title only takes place after the reseller’s customer fulfilled his payment obligation.
3. In case of garnishments, confiscations or other third-party provisions or interventions, the purchaser shall inform us immediately.
4. In case of neglect of duties by the supplier, especially in case of delay of payment, we shall be entitled, after an additional granted reasonable time has elapsed, to withdraw from the contract and to retract the delivered goods. The purchaser shall be obliged to hand over the goods.
V. Transfer of Perils
1. Perils are devolved to the purchaser (even with deliveries free of transportation charges) as follows:
a) with deliveries without installation when they have been brought to or picked up by the carrier.
b) with deliveries including installation on the day of installation or, as far as agreed, after faultless trial operation.
For defects of quality we shall be liable as follows:
1. All those parts or services shall be repaired, newly delivered or newly performed free of charge at our choice which show a defect of quality within the limitation period -regardless of operating time-, provided that the reason for this defect already existed at the time of passing of risk.
2. Claims concerning defects of quality are subject to a limitation period of 12 months. This period starts with the date of the invoice. Therefore the customer must provide the dated bill of sale as evidence.
3. The purchaser shall be obliged to inform us about defects of quality immediately in writing.
4. After we received the notice of defect, the defect shall be remedied by replacement or repair within reasonable period of time.
5. Shipment to us will be paid by the customer. The repaired or replaced product will be sent back at our expense.
6. If a repair or replacement is impossible, we grant an abatement of the purchase price in accordance with the purchaser.
7. Warranty claims shall not exist in case of only negligible deviations from the agreed quality, in case of only negligible impairment of serviceability, in case of natural wear or damages which occurred after transfer of perils as a result of wrong or careless handling, excessive stress, unsuitable equipment or special outside influences which were which are not postulated acc. to the contract as well as in case of non-repeatable software bugs. If the purchaser or other parties carry out changes or repair works improperly, warranty claims shall not exist for these activities or resulting damages.
8. Further or other claims than regulated by this article VI of the purchaser against us concerning quality defects shall be excluded.
VII. Other Liabilities
1. Claims of the purchaser because of delay of delivery shall be excluded in all cases.
2. Claims of the purchaser no matter because of which legal ground, especially because of breach of duties resulting from the contractual obligation and because of tortious acts, shall be excluded.
3. VII. No. 1 + 2 are not valid as far as we are obligatory liable, for instance acc. to Product Liability Act, in case of intention, gross negligence, because of injury of life, body or health, because of breach of essential contractual obligations. Claims because of breach of essential contractual obligations shall be restricted to damages foreseeable and typical for this type of contract unless intention or gross negligence are existent or we are liable because of injury of life, body or health.
4. As far as the purchaser is entitled to claim acc. to this article VII, these claims are subject to the limitation period for claims concerning defects of quality acc. to article VI. No. 2. In case of claims acc. to Product Liability Act, the lawful statutes of limitation apply.
VIII. Jurisdiction, applicable law
1. The place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be our domicile. We shall be additionally entitled to sue the purchaser at his domicile.
2. The contractual relationship shall be governed exclusively by German law, as far as admissible.
IX. Final clause
1. If any of these General Sales Terms and Conditions is or becomes invalid, the validity of the remaining terms and conditions shall not be affected.
2. In such case the invalid condition shall be replaced by a lawful condition which comes closest to the purpose of the invalid one.