Conditions
GENERAL DELIVERY AND PAYMENT CONDITIONS IPS eK (SALES CONDITIONS) 1 General - Scope 1. We act as a distributor and dealer. These general terms and conditions of delivery and payment (sales conditions) apply to entrepreneurs (§ 14 BGB), legal entities under public law and / or a special fund under public law (customers) and also apply to future contracts with the customer in the context of an ongoing business relationship ( Continuous delivery relationship) .2. Our terms of sale apply exclusively; We do not recognize any customer terms that conflict with or deviate from our terms of sale, unless we have expressly agreed to their validity in writing. Our terms and conditions of sale shall apply even if we carry out the delivery to the customer without reservation, knowing that the customer's terms conflict with or differ from our terms of sale. 3. Agreements made between us and the customer for the purpose of executing a contract are confirmed in writing. The written form is also preserved by transmission by fax or by e-mail. 4. Verbal agreements, commitments, assurances and guarantees from our employees and other auxiliary persons in connection with the conclusion or amendment of the contract only become binding with our written confirmation. The written form is also preserved by transmission by fax or by e-mail. 5. A guarantee is only granted for 6 months. The guarantee only includes the exchange of the goods, but no further costs that arise from reworking, unless expressly agreed in writing. §2 Offer - Offer documents 1. If the order qualifies as an offer in accordance with § 145 BGB, we can accept the order within a reasonable time in individual cases, which however is at least 2 weeks. 2. We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to such written documents that are designated as "confidential". Before being passed on to third parties, the customer requires our express written consent. 3. Our offers are revocable until they are accepted. § 3 Prices - Terms of Payment 1. Unless otherwise agreed or not otherwise stated in the order confirmation, our prices apply "ex works / ex works (Incoterms 2000)". 2. The statutory value added tax is not included in our prices; it is shown separately on the invoice at the statutory rate on the day of invoicing. 3. The deduction of cash discount requires a special written agreement. 4. Unless otherwise agreed or unless otherwise stated in the order confirmation, the purchase price is due net without deduction within 30 days of the invoice date and must be paid in such a way that we can dispose of the amount on the due date. The customer bears the costs and expenses of payment transactions. The legal rules regarding the consequences of late payment apply. 5. The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. The customer is authorized to exercise rights of retention (§§ 273, 320 BGB) if his counterclaim is based on the same contractual relationship or if his counterclaim has been legally established, is undisputed or has been recognized by us. § 4 Delivery - delivery time 1. Our delivery obligation is subject to timely and correct self-delivery, in the case of import transactions it is also subject to timely receipt of the necessary import and export documents (e.g. surveillance documents, export and import permits). 2. Compliance with our delivery obligation also requires the timely and proper fulfillment of the customer's obligation. We reserve the right to object to the non-fulfilled contract (§ 320 BGB) and any right of retention (§ 273 BGB). In the context of contracts with continuous delivery (permanent delivery relationships), we can refuse delivery of the goods if our counterclaim for payment or our due payment claims against the customer from deliveries that have already occurred fail to occur (i.e. if the customer is in arrears with payment claims under the permanent delivery relationship) or if the counterclaim for payment or the due payment claims are endangered by the customer's inefficiency that becomes apparent after the conclusion of the contract. 3. Delivery times are agreed individually. Adherence to the delivery time presupposes that the order has been fully clarified, that all necessary permits have been issued and that all documents and information to be provided by the customer have been provided to us, including the provision of any agreed letters of credit, payment guarantees, securities, deposits or down payments. 4. In the case of long-term supply relationships, orders and sorting must be given to us for approximately the same monthly quantity; if the call or the sorting is not done or not in time, we are entitled to make the determination at our reasonable discretion. 5. If the customer defaults on acceptance or culpably violates other duties to cooperate (main contractual or ancillary duties), we are entitled to demand compensation for the damage incurred, including any additional expenses. Further claims remain reserved. 6. If the requirements of paragraph (5) are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the point in time when the customer is in acceptance or in default. 7. Force majeure events entitle us to postpone delivery for the duration of the hindrance and a reasonable lead time. This also applies if such events occur during a delay. Force majeure is equivalent to monetary, trade and other sovereign measures, strikes, lockouts, obstructions to traffic routes, delays in import / customs clearance and all other circumstances which, without being our fault, make deliveries significantly more difficult or impossible . It is irrelevant whether these circumstances occur with us, the supplier or a pre-supplier. If, due to the aforementioned events, the execution of the contract is unreasonable for one of the contracting parties, in particular because the execution of the contract is delayed in substantial parts by more than 12 months, this party can request the cancellation of the contract. If our purchasing and / or transport and / or handling costs (acquisition costs) change by more than 20% during the period of the hindrance compared to the time the contract was concluded, we are entitled to make a reasonable price adjustment at our reasonable discretion. § 5 Transfer of Risk - Packaging Costs - Quantities / Tolerances 1. Unless otherwise agreed or not otherwise stated in the order confirmation, delivery is "ex works / ex works (Incoterms 2000)". 2. Is packaging for the goods to be delivered customary and appropriate, they will be packed in the usual form for the products, packaging that goes beyond the purpose of transport or any other special protection, eg for long-term storage or storage, requires an express agreement, unless expressly agreed otherwise the customer incurs the costs for this packaging and other protective measures. 3. Separate agreements apply for the return of packaging. We are not responsible for any costs incurred for the return shipping or disposal of packaging material. 4. If the customer so desires, we will accept the Delivery by a shipping insurer cover the insurance; the costs incurred in this respect are borne by the customer, unless expressly agreed otherwise. 5. We are expressly entitled to deliver partial quantities to a reasonable extent - especially in the case of long-term delivery relationships. Overdeliveries or underdeliveries of the contractually agreed delivery quantity are permitted within the framework of the usual industry standards. The specification of an "approximate" quantity entitles us to overdelivery or underdelivery of up to 10%. 6. Unless otherwise agreed or not otherwise stated in the order confirmation, the risk, including the risk of a possible loss of the goods, arises when the goods are handed over Goods to the freight forwarder or carrier on the customer, but at the latest when leaving the delivery plant or - if a delivery plant is not specified in the order confirmation - our warehouse; this also applies in the case of a contractual agreement on delivery free of charge (e.g. " free house "or" franko ") of the goods to the contractually agreed destination. § 6 Description of the object of purchase - liability for defects - compensation 1. It is up to the customer, details and specifications of the object of purchase (such as certain qualities, qualities, deviations from any standards) complete, clear and correct to describe; incomplete or unclear information go to his L 2. Liability for a certain quality, quality or for a specific purpose or suitability is only accepted if this has been expressly agreed. The assumption of a quality, durability or other guarantee requires the express and written agreement; Contents of a possibly agreed specification or an expressly specified purpose of use do not constitute a corresponding guarantee without an express written agreement. Even if we declare ourselves ready to provide test reports, declarations of conformity, test certificates or similar documents (accompanying documents), this does not constitute a guarantee or liability without a special express written agreement. 3. In the event of a defect in a product delivered by IPS eK, which results in a recall campaign and is initiated by the customer or by the authorities, the customer of IPS eK is obliged to inform his contractual partners / customers that the article in question is to be replaced and arrange / organize the exchange. IPS eK is obliged to replace and deliver the item to the customer free of charge within the statutory guarantee in order to ensure a smooth exchange of the item. IPS eK is only liable within the legal framework for the costs of the recall campaign. Outside the warranty, the customer bears the costs by ordering again. The customer also bears the costs for the recall campaign outside the warranty. IPS eK supports the customer with all the necessary information in the course of the recall campaign, such as batch limitation of the error, etc. 3. Claims for defects by the customer require that the customer has complied with his inspection and complaint obligations properly and immediately. The customer's obligations to examine and give notice of defects are not affected by the addition or delivery of accompanying documents or by the resale of the delivered goods by the customer. Claims for defects are excluded if and insofar as the customer does not meet his obligation to immediately carry out an inspection that is in accordance with the normal course of business. In the case of larger deliveries of goods, samples must be taken to a meaningful extent. Identified defects are to be reported to us immediately (notice of defects), however, for hidden defects at the latest within two weeks after discovery of the defect, for all other defects at the latest within two weeks after delivery of the goods. The notice of defects must indicate the nature of the defect or the deviation, as well as the respective individual delivery (if possible stating the delivery date) and the article description so that we can identify the claimed goods and the delivery. In the case of defects which, despite carrying out an inspection that is only possible after a proper course of business, can only be recognized by a customer, the customer must also provide information on the date of delivery and the type of notification of defects by the customer. On request, the rejected goods or a sample of them must be made available to us at our expense. In the event of unjustified complaints, we reserve the right to charge the customer with freight and handling costs as well as the inspection effort (e.g. expert costs, laboratory costs). 4. In the event of a breach of essential contractual obligations, we shall be liable for slight and gross negligence and for intent, in the event of a breach of insignificant contractual obligations only for willful intent and gross negligence; we are liable for the fault of our representatives or vicarious agents as for our own fault. Except in the event of an intentional breach of duty, our liability is limited to the foreseeable, typically occurring damage, in the event of any delay damage (delay damage) also to the value of the goods (net sales price) of the goods concerned. 5. Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act. 6. Unless otherwise stipulated above, liability is excluded. 7. The limitation period for claims for defects (also for hidden defects) is 1 year, calculated from the delivery of the goods. § 7 Total Liability 1. Any further liability for damages than that provided for in § 6 is excluded - regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from fault at the conclusion of the contract, due to other breaches of duty or due to tortious claims for compensation for property damage in accordance with § 823 BGB. 2. The limitation according to Paragraph (1) also applies if the customer requests reimbursement of useless expenses instead of a claim for compensation for the damage instead of the service. 3. Insofar as the liability for damages against us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, employees, representatives and vicarious agents. § 8 Securing retention of title 1. We reserve ownership of the purchased item until all payments from the delivery contract have been received. If the customer behaves contrary to earnings, especially in the event of late payment, we are entitled to take back the purchased item. When we take back the purchased item, we withdraw from the contract. After taking back the object of sale, we are authorized to sell it, the proceeds from the sale are to be offset against the customer's liabilities - minus reasonable costs of sale. 2. The customer is obliged to treat the purchased item with care; in particular, he is obliged to adequately insure them against fire, water and theft damage at replacement value at his own expense. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense. 3. In the event of attachments or other interventions by third parties, the customer must immediately notify us in writing so that we can file a complaint in accordance with Section 771 ZPO. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 ZPO, the customer is liable for the loss we incurred. 4. The customer is entitled to resell the purchased item in the ordinary course of business; However, he already assigns to us all claims in the amount of the final invoice amount (including sales tax) of our claim that arise from the resale against his customers or third parties, regardless of whether the object of sale has been resold without or after processing . If there is a current account relationship or a current invoice between the customer and his customers, in which or the claims from the resale of the goods delivered by us are set, the aforementioned assignment applies to the customer's existing claims on the current account balance (up to the total amount of the claims from the resale that were originally included in the current account). 5. Even after the assignment, the customer remains authorized to collect the claims from the resale or to the current account balance. Our authority to collect these claims ourselves remains unaffected. However, we undertake not to collect the receivables as long as the customer meets his payment obligations from the proceeds received, does not fall into arrears and, in particular, there is no application to open a settlement or insolvency procedure or payment is suspended. However, if this is the case, we can request that the customer inform us of the assigned claims and their debtors, provide all the information necessary for collection, hand over the associated documents and notify the debtors (third parties) of the assignment. 6. The processing or transformation of the purchased item by the customer is always carried out for us. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including sales tax) to the other processed items at the time of processing. For the thing resulting from processing, the same applies as for the purchased item delivered with reservation. 7. If the purchased item is inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including sales tax) to the other mixed items at the time of the mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportional co-ownership to us. The customer stores the resulting sole or joint ownership for us. 8. In order to secure our claims against him (the customer), the customer also assigns to us the claims that accrue to him (the customer) from a third party through the connection of the purchased item with a property. 9. We undertake to release the securities to which we are entitled at the customer's request insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; the choice of the securities to be released is incumbent on us. 10. If the purchased item is brought abroad before it has been paid for in full, the customer is obliged to inform us of this immediately, stating the country and, if requested, when ordering and, if applicable, registering comparable foreign security rights (e.g. liens / furniture mortgages, Transfer of the claims from the resale of the reserved goods) we are entitled to disclose and report our retention of title, including assignment of claims, to third parties. § 9 Export to EU Member States 1. In the case of cross-border deliveries within the EU, the customer must give us his sales tax identification number before delivery, under which he carries out the business taxation within the EU. Otherwise, he has to pay the legally owed sales tax amount for our deliveries in addition to the agreed purchase price. The legal requirements for tax exemption for the delivery remain unaffected. § 10 Place of jurisdiction - place of performance 1. Place of jurisdiction for both parties to the contract is Bamberg (Germany). However, we are entitled to sue the customer at his general place of jurisdiction. 2. The law of the Federal Republic of Germany applies to the entire supply relationship with the customer - and as far as legally possible including any non-contractual obligations; the UN sales law is excluded. * BGB (Civil Code) = the German civil cod
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