General Terms and Conditions of IPEK Industries GmbH
§ 1 General
1) All our deliveries, services and offers are based on the following General Terms and Conditions, unless otherwise agreed in writing. At the latest with the receipt of the goods or services, these conditions are considered accepted. These terms and conditions also apply to all future business relationships, even if they are not agreed again, unless they are replaced by the inclusion of a recast of the general terms and conditions
2) Changes, supplements and additional agreements as well as other agreements deviating from these terms and conditions must be made in writing in order to be valid.
3) Counter-confirmations, counter-offers or other reference of the contracting party with reference to its terms and conditions we hereby object. Deviating terms and conditions of the contractor are only valid if they have been confirmed by us in writing.
§ 2 contract conclusion
1) Our offers, published in a general form to a large number of persons, in particular in brochures and advertisements in both printed and electronic form, are always free and non-binding and should not be construed as a contract on our part, but rather as a solicitation of an order to be accepted by us. Unless otherwise agreed, we shall be bound by 30 calendar days for individually prepared offers submitted in writing.
2) Declarations of acceptance and all orders require the written or telephonic activity of ours to be legally effective.
3) Drawings, illustrations, dimensions, weights or other performance data are only binding if expressly agreed in writing.
4) Our sales employees are not authorized to make verbal collateral agreements or verbal assurances that go beyond the content of the written contract.
§ 3 Prices, payment, offsetting
1) Our sales employees are not authorized to make verbal collateral agreements or verbal assurances that go beyond the content of the written contract.
2) Payment of the invoice amount must be made within 14 days from the date of invoice without deductions, unless otherwise agreed in writing. If the invoice amount is not compensated within the term of payment, we are entitled to demand default interest in the usual bank amount without the need for a special reminder. Reminder fees amount to 10.00 EUR for each reminder.
3) We are entitled, in spite of contrary provisions of the contracting party, first to offset payments against its older debts. In this case, we will inform the contracting party about the type of settlement. If costs and interest have already arisen, we are entitled to offset the payment first against the costs, then against the interest and finally against the main service.
4) The contractual partner can only set off against our compensation claim if his claim is acknowledged, undisputed or legally established.
§ 4 Cession
Claims arising from legal transactions concluded with us may, subject to the provisions of § 354 a HGB, only be assigned with our express consent.
§ 5 Delivery date, service time and acceptance obligation
1) Delivery dates or delivery times are only binding if confirmed in writing.
2) Delivery and performance delays due to force majeure and events which not only make the delivery considerably more difficult or impossible, especially strikes, lockouts, official orders, etc., even if they occur with our suppliers or their subcontractors. We are also not responsible for bindingly agreed deadlines and dates. They entitle us to postpone the delivery or service by the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the unfulfilled part.
3) If the hindrance lasts more than three months, our contractual partner is entitled, after a reasonable grace period, to withdraw from the contract with respect to the part not yet fulfilled. If the delivery time is extended or if we are released from our obligation, the contractual partner can not derive any claims for damages from this. We can only rely on the circumstances mentioned if we notify the contractual partner immediately.
4) Insofar as we are responsible for non – compliance with binding deadlines and deadlines or if we are in default, the contractual partner is entitled to a compensation for default of 0.5% for each completed week of delay, up to a maximum of 5% of the invoice value delayed deliveries and services. Any further claims are excluded, unless the delay is due to gross negligence on our part.
5) In the event of termination of the contractual relationship with Ipek GmbH, the customer is obligated to purchase parts and other goods already produced or purchased for the customer, as well as tools and other items manufactured or purchased for the production and delivery of the parts and goods Termination of the contract no longer exists at the Ipek GmbH. Insofar as the fee for the purchase was not regulated separately in this contract, the net acquisition or production costs of Ipek GmbH are to be recognized as net remuneration. In the case of tools or other objects subject to wear and tear, the fair value must be stated as it results in compliance with the generally accepted accounting principles of Ipek GmbH.
6) We are entitled to partial deliveries and partial services at any time, unless the partial delivery or partial service is not of interest to the contractual partner.
7) Compliance with the delivery and service obligations requires the timely and proper fulfillment of the obligations of our contractual partner.
§ 6 Place of performance and success, shipping
1) Place of performance and success is our place of business or branch.
2) The shipping of our products is only at the express request of our clients. The customer has to bear the shipping and transport costs. A transport insurance is only taken out at the express request of the customer, who has to bear the additional costs resulting from this.
§ 7 Retention of title
1) The products supplied by us remain our property until our contractual partner has settled all claims arising from the business relationship, including current account claims.
2) In the case of access by third parties – especially bailiffs – to the goods subject to retention of title, the contractual partner must point out our ownership and inform us immediately so that we can enforce our property rights.
Insofar as the third party is not in a position to reimburse us for any judicial or extrajudicial costs incurred in this connection, our contractual partner is liable for this.
3) The goods subject to retention of title may not be pledged or assigned as collateral without our express written consent.
4) Our contractual partner is entitled to sell the goods delivered by us in the ordinary course of business. This authorization can be revoked by us in writing at any time.
5) Our contractual partner hereby assigns to us the claims from a resale of the reserved goods. Receivables from a resale also include claims against the bank, which has opened or confirmed a letter of credit for the benefit of our contractual partner as part of the resale. This assignment is considered accepted by us.
6) Our contractual partner is authorized to collect the outstanding amounts from resale of the goods. The authorization can be revoked by us at any time. It shall cease to exist if the contracting party enters into a case as described in § 5. If the direct debit authorization ceases to exist, the contractual partner must immediately notify us of the debtors of the assigned claims and hand over to us the information and documents required for collection.
7) In case of breach of contract by our contractual partner, in particular default of payment, we are entitled to withdraw from the contract and to demand the reserved products. The contracting party is obligated to assign to us any third party claims for restitution due to the reserved goods. In the withdrawal as well as the seizure of reserved goods by us there is no withdrawal from the contract.
§ 8 Transfer of Risk
1) The risk of accidental loss passes to the provision of the collection and notification of the provision to the contractor. § 446 BGB does not apply.
2) For transport or shipment to a place other than our place of business, the transfer of risk is governed by § 447 BGB. This also applies to carriage paid delivery and regardless of the choice of means of transport.
§ 9 Warranty
1) The products are delivered free from manufacturing and material defects; the period for asserting the claims for defects is one year from delivery of the products.
2) The contracting party must notify our customer service management of any defects in writing without delay, but no later than one week after receipt of the delivery item. Defects that can not be discovered even after careful examination within this period are to be reported to us in writing immediately after their discovery.
3) In the case of a notification of the contracting party that the products are defective, we can, at our option and at our expense, demand that:
a) the defective part or device is sent for repair and to us;
b) the contracting party holds the defective part or device ready and a service technician commissioned by us is sent to the contracting party to carry out the repair.
If the contractor requires repair work to be carried out at a location determined by him, we can comply with this request with parts not exchanged while working hours and travel expenses are to be paid at our standard rates.
4) If the rectification fails after a reasonable period of time, the contracting party may, at its discretion, demand a reduction of the remuneration or withdraw from the contract.
5) Claims for defects against the seller are only for the immediate contracting party and are not assignable.
6) Liability for consequential damages is excluded, unless Ipek GmbH acted with intent or gross negligence.
§ 10 Liability
1) Compensation claims for whatever legal reason, in particular for breach of obligations under a debt relationship and tort, are excluded unless intentional or grossly negligent action. This applies in particular to lost profits or other financial losses of the contracting party.
a) We are liable for faultless production of the parts delivered by us in accordance with the agreed technical delivery instructions. In particular with regard to the intended use, the purchaser bears the responsibility for proper construction, taking into account any safety regulations, selection of the material and the required test procedures, correctness and completeness of the technical delivery specifications and the technical documentation and drawings handed over to us, as well as for the execution of the provided manufacturing facilities. even if changes are proposed by us that find their approval. Furthermore, the purchaser is responsible for ensuring that, on the basis of his information, industrial property rights or other rights of third parties are not violated. Decisive for the contractual condition of the goods is the time of the transfer of risk.
2) The limitations of liability in paragraph 1 shall not apply if we have assumed a guarantee or a procurement risk, are liable under the Product Liability Act, are liable for injury to life, limb or health and in case of breach of material contractual obligations.
3) In case of violation of essential contractual obligations, we are only liable up to the amount of the foreseeable damage.
4) Insofar as our liability is excluded or limited, this also applies to our employees, representatives, vicarious agents.
5) Contractual claims for damages of the contracting party become time-barred 12 months from the date of their origin, unless shorter statutory limitation periods exist.
§ 11 Applicable Law, Place of Jurisdiction and Data Protection
1) The law of the Federal Republic of Germany applies. International sales law is excluded. This applies expressly to the application of the United Nations Convention on the International Sale of Goods (CISG).
2) As far as the client is a registered trader within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, Frankfurt am Main is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
3) Data of our customers are stored according to the legal requirements, in particular according to the Federal Data Protection.
As of January 2018