General Business Conditions
Terms and conditions for the supply of products of Innotec Motion GmbH in business transactions with entrepreneurs and legal entities under public law.
§ 1 Terms
(1) Only our terms of delivery and payment, with which our customer agrees upon placing the order, shall apply exclusively to future transactions, even if they are not expressly referred to, but they shall be made to the customer by one of our confirmed order.
(2) If the order is placed by way of derogation from our terms of delivery and payment, only our terms of delivery and payment shall apply, even if we do not object. Deviations shall therefore only apply if they have been expressly acknowledged by us in writing.
§ 2 Terms of delivery
(1) The delivery and performance of the delivery item shall be governed by the written order confirmation of the supplier, in the case of an offer by the supplier with a time commitment and acceptance in due time, unless there is a timely confirmation of the order.
(2) Ancillary agreements and amendments shall only be effective if they are confirmed in writing by the supplier's management. Weight and measurement values and other information on the delivery item are only approximate values, regardless of the type or place of their reproduction. Only such characteristics of the delivery item, which are described in writing in an express declaration of warranty and are legally granted by the supplier, shall be deemed to be guaranteed within the meaning of § 443 of the German Civil Code (BGB).
(3) Changes in the design and shape of the delivery item are reserved to the supplier, insofar as the delivery item itself is not significantly changed and the changes are reasonable for the customer.
(4) The supplier reserves the right of ownership and copyright in samples, cost estimates, drawings and other information of a physical and intangible nature, including in electronic form; they may not be made available to third parties and may only be used by the customer for the intended use of the delivery item.
(5) Other services, such as installation, assembly or commissioning of the delivery item are not included in the scope of delivery. At the request of the customer, such services are offered and calculated separately by the supplier in accordance with the General Terms and Conditions for works.
§ 3 Prices
The prices are ex works of the supplier (EXW, Incoterms 2000) plus packaging and VAT in the respective legal amount.
§ 4 Payments and securing
(1) We are entitled to assign the claims arising from our business connections.
(2) All payments are to be made exclusively to VR FACTOREM GmbH Ludwig-Erhard-Straße 30-34, 65760 Eschborn, to which we have assigned our current and future claims arising from our business relationship. We have also transferred our reserved property to VR FACTOREM GmbH.
(3) Payments are due within 7 days with a 2% discount or after 30 days without any deduction.
(4) If the buyer is in default with any payment obligations towards us, all existing claims shall become due immediately.
(5) A set-off by the buyer with counterclaims is excluded, unless the counterclaims are undisputed or legally established.
(6) The assertion of a right of retention by the buyer is excluded, unless it is based on the same contractual relationship or the counterclaims are undisputed or legally established.
(7) If the customer is in arrears with payments - in the case of agreements of partial payments at a rate - the outstanding partial payments shall become due immediately. The maturity of the remaining debt also occurs if bills of exchange are due at a later date.
(8) The supplier may - without prejudice to his rights arising from the retention of title - withdraw from the contract or demand damages for non-performance. Interest on arrears is calculated at 5% p.a. above the base rate; they shall be higher or lower, but not below the statutory interest rate, if the supplier proves a charge with a higher interest rate or the customer proves a lower charge.
(9) The customer undertakes to order possible guarantees for open claims of the supplier at the request of the supplier.
§ 5 Delivery time
(1) Compliance with the delivery period is subject to correct and timely self-delivery by the supplier.
(2) The delivery period is observed if the delivery item has left the factory or the readiness for dispatch has been notified by the end of the delivery. If the dispatch of the delivery item is delayed for reasons for which the customer is responsible, the customer shall be charged the costs of the delay, starting one month after notification of readiness for dispatch.
(3) If the non-compliance with the delivery period is due to force majeure, industrial disputes or other events beyond the supplier's control, the delivery period shall be extended appropriately. The supplier is not responsible for the aforementioned circumstances even if they arise during a delay already present. The supplier will inform the customer of the beginning and end of such circumstances as soon as possible.
(4) If the delivery time, which may be extended in accordance with clause 3, is not complied with, the customer is entitled to set the supplier a reasonable grace period, together with the express declaration that he refuses to accept the service after the expiry of the period. If the supplier does not perform within the grace period, the customer may assert the rights stipulated in Section 10. Further claims are excluded.
(5) If the customer is in arrears for more than 3 weeks after notification of the provision with the acceptance of the delivery item, the supplier is entitled to set a grace period of 14 days. After the expiry of this period without result, the supplier may, at his discretion, withdraw from the contract or demand payment of the agreed remuneration. In this case, he has the right to dispose of the delivery item in other circumstances. Proceeds from the other disposal, less the additional expenses, are to be set off against the above-mentioned compensation claim. In lieu of the above rights, the supplier is also entitled to claim 15% of the selling price as damage caused by delay.
§ 6 Transfer of Risk and Receipts
(1) The risk shall pass to the customer if the delivery item has left the supplier's work, even if partial deliveries are made or the supplier has taken over other services, e.g. the shipping costs or delivery and installation. At the request of the customer, the shipment is insured by the supplier against theft, breakage, transport, fire and water damage as well as other insurable risks.
(2) If the shipment is delayed or not dispatched due to circumstances that are not attributable to the supplier, the risk shall pass to the customer from the date of notification of readiness for dispatch.
(3) Delivered items, even if they have minor defects, are to be accepted by the customer without prejudice to the rights under Section IX.
(4) Partial deliveries are permitted, as far as not unreasonable for the customer.
§ 7 Retention of title
(1) In order to assert the rights arising from retention of title, a withdrawal from the contract is not necessary, unless the customer is a consumer.
(2) The supplier retains ownership of the delivery item until all claims of the supplier against the customer from the business relationship including the future claims arise also from simultaneously or later concluded contracts. This also applies if individual or all claims of the supplier have been included in a current invoice and the balance is drawn and recognized. In the event of a breach of contract on the part of the customer, in particular in the event of a delay in payment, the supplier shall be entitled to take back the delivery item after a reminder and the customer shall be obliged to surrender. All costs of repossession shall be borne by the customer. The withdrawal and attachment of the goods by the supplier shall only be deemed to be a withdrawal from the contract if this is expressly stated by the supplier. In the event of attachments or other interventions by third parties, the customer must immediately notify the supplier in writing and provide all necessary clarifications. The customer may not pledge the delivery item or transfer it for safety.
(3) If, in connection with the payment of the purchase price by the customer, an alternating liability of the supplier is justified, the retention of title, including its agreed special forms and other agreed for payment security, shall expire. guarantees not before the change is redeemed by the customer.
(4) The customer is entitled to resell the delivery item in the ordinary course of business. However, he assigns to the supplier already now all claims with all ancillary rights arising from the resale against the customer or against third parties, regardless of whether the goods subject to retention of title are resold without or after processing. The customer is also authorized to collect this claim after assignment. The supplier's power to collect the claims himself remains unaffected by this; however, the supplier undertakes not to collect the claims as long as the customer duly fulfils his payment obligations. The supplier may demand that the customer informs him of the assigned claims and their debtors, provides all information necessary for collection, hands over the corresponding documents and informs the debtors of the assignment. If the delivery item is resold together with other goods that do not belong to the supplier, the customer's claim against the customer in the amount of the delivery price agreed between the supplier and the customer shall be deemed to have been assigned.
§ 8 Liability for defects in delivery
(1) The supplier shall not be liable for defects and damages caused by improper use, incorrect installation or commissioning or in connection with the installation of other components and components (except for the installation of original parts of the supplier in accordance with natural wear and tear, faulty or negligent treatment or chemical, electrochemical, electrical or thermal influences. Liability of the supplier is also excluded if changes are made to the object of performance without the prior consent of the supplier.
(2) Warranty claims of the customer presuppose that they have duly complied with their investigative and complaint obligations in accordance with § 377, 378 of the German Commercial Code (HGB). In the event of justified complaints, the supplier shall be entitled, at its option, to remedy the defect or to deliver a defect-free item (subsequent performance). In order to provide this supplementary performance, the customer is entitled to set a reasonable grace period.
(3) In the event of subsequent performance, the customer shall be entitled to the claims governed by § 439 of the German Civil Code (BGB). The customer cannot demand compensation for such costs incurred as a result of the delivery item being subsequently moved to a place other than the customer's branch, unless the shipment corresponded to the intended use.
(4) Should subsequent performance fail, be impossible or be refused by the supplier, the customer shall be entitled to the claims set out in § 10. Further claims are excluded.
(5) The above provisions shall apply in the event of delivery of a smaller quantity or in the event of a defect of rights.
§ 9 Manufacturer's Regression
(1) If the customer is called upon by his customer because of a defect for which the supplier is responsible and the customer therefore takes recourse from the supplier, the statutory provisions apply, unless otherwise stipulated below. However, claims for damages are only available to the customer in accordance with the provisions of § 10.
(2) In the case of the resale of the delivery item by the customer, the date of commissioning shall be deemed to be the date of delivery to the buyer at the latest. The supplier must be informed of any obvious defects in writing without delay.
(3) For essential third-party products, the supplier's liability shall be limited to the assignment of the liability claims which he is entitled to against the supplier of the third-party products.
§ 10 Claims of the Customer in the case of Performance Disorders
(1) In the case of a delay in performance in the event of an inconclusive expiry of the grace period (§ 5 no. 4), the inconclusive expiry of the supplementary performance period (§ 8 no. 4) or the impossibility of performance before the transfer of risk to the customer, the customer may withdraw from the contract. The customer may also withdraw from the contract if, in the case of an order for similar items, the execution of part of the delivery becomes impossible in number and he has a legitimate interest in rejecting a partial delivery; if this is not the case, the customer may reduce the consideration accordingly.
(2) If the impossibility of performance occurs during the delay in acceptance for reasons for which the supplier is not responsible, the customer shall remain obliged to pay compensation.
(3) If the customer is claimed in connection with the delivery for a violation of third-party intellectual property rights for which the supplier is responsible, the liability is limited to intellectual property rights granted in Germany. In this case, the customer undertakes to inform the supplier immediately and to grant him all possibilities to defend against the claims. The Supplier undertakes to insure the Customer from the costs and expenses incurred in the defence of the claims, which are legally imposed.
(4) Unless otherwise stipulated in these Terms and Conditions, other claims, for whatever reason, in particular claims for damages and reimbursement of expenses, including claims for damages outside the service, shall be culpability at the conclusion of the contract or due to breach of contractual ancillary obligations.
(5) The exclusion referred to in clause 4 does not apply in the case of liability for damage resulting from injury to life, body or health. It also does not apply if damage is due to an intentional or grossly negligent breach of duty on the part of the supplier, a legal representative or vicarious agents of the supplier. Furthermore, it does not apply in cases where, in accordance with the Product Liability Act, liability is made for personal injury or damage to private property in the event of errors by the supplier.
(6) Insofar as an unexclusive liability due to culpable breach of contract is to be affirmed and there is no case in accordance with clause 5, the supplier's liability is limited to the damage typical of the contract, which is reasonably foreseeable.
(7) Insofar as, in accordance with the above provisions, the supplier is liable for the damage caused by the customer's delay in the event of a delay, the liability for each week of the delay shall be limited to 0.5%, but not more than a total of 5% of the value of the respective part of the Total service with whose delivery the supplier is in default.
§ 11 Limitation
(1) The claims for subsequent performance, for a reduction of the purchase price or for reimbursement of expenses in accordance with § 8 or claims and rights pursuant to Section 10 shall in principle become statute-barred one year after the transfer of risk (§ 6). This does not apply to claims pursuant to Section 10 Section 5, for which the statutory limitation periods remain.
(2) For claims for recourse within the scope of the manufacturer's regression, the statutory limitation rules shall remain.
(3) Subsequent performance does not extend the original warranty period for the delivery item.
§ 12 Partial ineffectiveness
A contract concluded pursuant to these terms and conditions remains binding even if individual terms are ineffective in its remaining parts. This does not apply if sticking to the contract would mean unreasonable hardship for one of the contracting parties.
§ 13 Place of performance, law and place of jurisdiction
The place of performance is the supplier's head office. In all disputes arising from the contractual relationship - including for actions in the deed and bill of exchange process - the place of jurisdiction is, at our discretion, the head office of the supplier or Frankfurt am Main. The contractual relationship is exclusively governed by German law, in particular the Civil Code and the Commercial Code, whereby these conditions as well as the other provisions in accordance with the contract between the contracting parties are to be applied as a matter of priority. The application of rules on the law of sale (Single Sales Law or UN Sales Law) arising from international agreements is excluded.
Innotec Motion GmbH - Lippstadt - Status: 01.01.2017