General Business Terms
General Terms and Conditions
IPT-Drives and Controls GmbH
1. General, Customers, Language
(1) All offers, sales contracts, deliveries and services made on the basis of any orders by our customers (each, a „Customer“) shall be governed by these general terms and conditions (the „General Terms and Conditions“).
(2) The General Terms and Conditions shall only apply if Customer is a Business Customer or a legal entity or special fund organized under public law. For the purpose of these General Terms and Conditions a „Business Customer“ is an individual, company or partnership vested with legal capacity who enters into the relevant contract in the conduct of its business or its self-employed professional activity (Sec. 14 (1) of the German Civil Code).
(3) Standard business conditions of the Customer do not apply, regardless of whether or not we expressly object to them in a particular case.
(4) Our contracts with the Customer shall be made exclusively in the German or English language. Therefore, if the order is made in German, exclusively the German version of these General Terms and Conditions shall be relevant. If the order is made in English, exclusively the English version of these General Terms and Conditions shall be relevant.
2. Conclusion of Contract
(1) Our offerings shown in the internet are non-binding.
(2) Unless otherwise noted in our offer, we shall be bound to our offers and suggested prices for 14 calendar days after dispatch. The Customer shall be entitled to accept the offer within this period. The date and time we receive the Customers acceptance decides whether this time limit has been adhered to.
3. Prices and Payment
(1) Our prices are understood to be exclusive of the statutory value-added tax and shipping costs. Any customs duties and similar public charges shall be borne by the Customer. All fees related to the payment process are to be borne by the Customer.
(2) Unless expressly otherwise agreed by us, all shipments by us will be made upon receipt of an invoice. The payment on account is for new customers during the first transaction or order not possible.
(3) In the event that we have agreed to payment after delivery, our invoices shall be due and payable by the Customer with¬in 10 business days upon receipt by the Customer of the product and the invoice unless otherwise agreed.
(4) The Customer shall have no right of set-off or retention, except to the extent that the counterclaim has not been disputed by us or been determined by a final and binding decision.
4. Dispatch of the Product
(1) Any date of dispatch communicated by us shall be only approximate and may therefore be exceeded by up to two business days, except if a fixed date of dispatch has been agreed upon.
(2) Any time period relevant to determine the date of dispatch pursuant to this Section 4 (as specified by us when the order is made or as otherwise agreed upon) shall begin (a) if advance payment has been agreed, upon receipt by us of the full purchase price (including VAT and shipping costs) or (b) if payment after delivery has been agreed, upon the conclusion of the sales contract.
(3) The date of dispatch shall be such day on which the product is handed over by us to the carrier.
(4) Regardless of whether any product is indicated on the order form as „in stock“, we may sell such product at any time, provided that
a) the order form has included a notice as to the limited availability of the product or
b) an advance payment has been agreed upon and this payment amount is not received by us within a period of five business days upon our acceptance of the order.
In such cases, we shall only be obligated to dispatch the product within the time period agreed upon or indicated by us as long as stock lasts.
(5) In the event that no date of dispatch has been specified or otherwise agreed upon or we are no longer required to deliver within any agreed time period pursuant to subsection 4, we shall be required to dispatch the product within a period of three weeks after the beginning of the delivery period pursuant to subsection 2.
(6) In the event that our supplier fails to deliver in a timely manner a product that has been indicated on the order form as „not in stock“ or has been sold off in accordance with subsection 4 above, any applicable delivery period pursuant to this Section 4 shall be deemed to be extended until delivery is made by our supplier plus an additional period of three business days, but in no event by a period of more than three weeks, provided that our supplier's failure to timely supply the products is not a result of our fault or negligence and we have without undue delay ordered the relevant products from the supplier.
(7) In the event that the product is no longer available or cannot be timely delivered, for any of the reasons set out in subsection 6, we shall without undue delay inform the Customer thereof. If the product is no longer available from our suppliers within the foreseeable future, we shall be entitled to terminate the sales contract. In case of such termination, we shall without undue delay reimburse the Customer any payments which the Customer has made to us in respect of the order. The legal rights of the Customer resulting from late delivery shall not be affected by this provision; provided, how¬ever, that the Customer may claim damages only subject to the provisions of Section 9 of these General Terms and Conditions.
(8) Partial deliveries of products included in the same order shall be permitted, provided that the products can be used separately and provided further that we shall bear any additional shipping costs caused thereby.
5. Shipment, Insurance and Passing of Risk
(1) Unless expressly otherwise agreed upon, we shall be free to determine the appropriate mode of shipment and to select the carrier at our reasonable discretion. We shall insure the product against the usual risks of transportation.
(2) We shall only be obliged to properly and timely deliver the product to the carrier and shall not be responsible for any delays caused by the carrier. Any transit times specified by us shall therefore only be non-binding estimates. Notwithstanding the foregoing, if, we have agreed to carry out any assembly or installation work at the customer’s place, we shall timely complete such work and deliver the product to the customer at the time that has been contractually agreed upon.
6. Retention of Title and Resale
(1) We retain legal title to any product supplied by us until the purchase price (including VAT and shipping costs) for such product has been fully paid. The receipt of money in the account we have specified shall be the determining factor.
(2) The Customer shall not be entitled to resell any products delivered by us which are under retention of title, except with our prior written consent.
(1) In the event of a defect of the delivered product, the Customer shall be entitled to request from us to repair the defect or to supply another product (as ordered) which is free from defects. Notwithstanding the foregoing, if the Customer is a Business Customer, we shall have the right to choose between any such remedies at our discretion, provided that such choice shall be made by us by written notice (in „text form“, including by telefax or by e-mail) within a period of three business days following receipt of the Customer’s notice of the defect. We may refuse to remedy a defective product in the manner requested by the Customer if such remedy would result in unreasonable costs.
(2) If the remedy (supplementary performance) pursuant to Section 7 (1) fails or cannot reasonably be expected from the Customer or we refuse to remedy the defect, the Customer shall be entitled to terminate the sales contract, reduce the purchase price or claim damages or frustrated expenses, in each case in accord¬ance with applicable law; provided, how¬ever, that damage claims of the Customer shall be subject to the provisions contained in Section 9 of these General Terms and Conditions.
(3) Unless otherwise agreed, the warranty period shall be one year upon delivery of the Product.
(4) The Customer shall promptly upon delivery inspect the product with due care. The delivered product shall be deemed to be approved by the Customer unless the defect is notified to us (i) in case of any obvious defects within a period of five business days upon delivery or (ii) otherwise within five business days from the day when the defect has been identified. Also any software defect shall be reported immediately after the Customer becomes aware of them.
(5) A remedy may also be provided by giving instructions to the Customer to circumvent or avoid operating errors.
8. Intellectual Property Rights
(1) If we are instructed to provide programming services, the customer must ensure that it has the necessary authorizations / licenses to change the original programming.
(2) The Customer is granted the non-exclusive right to use any software delivered respectively modified with the product for use in connection with the machine.
(1) Our liability for damages, for whatever legal reason, in particular for impossibility, delay, inadequate or incorrect delivery, breach of contract, breach of obligations in contract negotiations and tort, is limited according to this Sec. 9 insofar as it is at fault in all cases.
(2) Our liability for late delivery shall, except in cases of wilful misconduct or gross negligence, be limited to an amount equal to 5 % of the aggregate purchase price (including VAT).
(3) In the case of simple negligence of our bodies, legal representatives, employees or other vicarious agents we shall not be liable unless it is not a violation of essential contractual obligations. Essential to the contract are the obligation to timely delivery and installation of the delivery item, whose freedom from defects in title and possesses and other material defects that affect its functionality or serviceability more than just insignificantly, as well as advisory, protective and custody duties that enable the Customer to use the contractual item or the protection of the life or limb of the Customer's personnel or the protection of their property from significant damage.
(4) Insofar as we are liable for damages in accordance with Sec. 9 (3), this liability is limited to damages which we foresaw at the conclusion of the contract as a possible consequence of a breach of contract or which we should have foreseen by applying due diligence. Indirect damage and consequential damage, which are the result of defects of the delivery item, are also only substitutable insofar as such damage can typically be expected in the case of the intended use of the delivery item. Liability for production losses of the Customer is excluded.
(5) In the event of liability for simple negligence, our obligation to make compensation for property damage and the resulting further financial losses is limited to an amount of EUR 5.0 million per claim (corresponding to the current cover sum of our product liability insurance or third party insurance), even if this is a case of infringement of obligations essential to the contract.
(6) Any exclusion or limitation of liability in this Terms shall also apply to the benefit of our agents and servants.
(7) Insofar as we provide technical information or act as a consultant and this information or advice does not belong to the contractually agreed scope of services owed by us, this is done free of charge and with the exclusion of any liability.
(8) The provisions of this Section 9 shall not apply with respect to our liability for guaranteed product specifications (within the meaning of Sec. 444 of the German Civil Code), personal injury or under the German Product Liability Act.
10. Data Protection
(1) In the following we inform about the collection of personal data in business transactions. Personal data means all data that is personally available to you, eg. name, address, e-mail addresses, payment details, ordered goods. Responsible person according to Art. 4 Abs. 7 DS-GVO is IPT-Drives and Controls GmbH, Siemensstrasse 16-18, 28857 Syke, Ansprechpartner: Stephan Kremer, +49 4242 5977378, firstname.lastname@example.org
(2) The data are collected, stored and, if necessary, passed on, as far as necessary to provide the contractual services. Therefore the collection, storage and dissemination is carried out for the purpose of fulfilling the contract and on the basis of Art. 6 para. 1 sentence 1 lit. b DS-GVO. Non providing this information may lead to the situation that the contract is unable to be closed. If we deliver goods to you, we will pass on your data to the commissioned shipping company, as far as needed for delivery.
(3) To ensure the protection of personal date we maintain current technical measure. These are adapted to be of state-of-the-art of the time.
(4) At any time affected persons have the right to request information about the personal data stored with them (Art. 15 DS-GVO). This also applies to the recipients or categories of recipients to whom this data is communicated and to the purpose of the storage. In addition, they have the right under the conditions of Art. 16 DS-GVO, to correct and/or, under the conditions of Art. 17 DS-GVO, to delete and/or under the conditions of Art. 18 DS-GVO to demand to limit the use. In addition, under the conditions of Art. 20 DS-GVO you can request a data transfer at any time. Personal data is only stored for as long as it is necessary for the contractual purpose. This usually corresponds to the duration of the contract. In case of processing personal data for the purpose of performing public interest tasks (Article 6 (1) sentence 1 (e) DS-GVO) or for attention of legitimate interests (Article 6 (1) sentence 1 (f) DS -GVO), at any time you may object the processing of personal data with future effect. In the case of objection, we shall refrain from any further processing of your data for the aforementioned purposes, unless
- there are compelling, legitimate grounds for processing that exceed your interests, rights and freedoms, or
- the use is necessary for the establishment, exercise, defense of legal claims or litigation.
You may object the use of the data for direct advertisement at any time with future effect. This also applies for profiling, which is related to direct advertisment. In case of opposition, we shall refrain from any further processing of your data for the purpose of direct advertisment.
(5) We reserve the right to transmit personal data of the Customer to credit bureaus, as far as this is necessary for the purpose of a credit check, and provided that the Customer expressly agrees in individual cases. Otherwise, we will not forward personal customer data to third parties without the expressly agreed consent of the Customer, except insofar as we are legally obliged to surrender it.
(6) The collection, transmission or other processing of personal data of the Customer for purposes other than those mentioned in this Section 17 purposes is not permitted.
11. Special provisions regarding consulting services
(1) The present General Terms and Conditions conditions apply mutatis mutandis for any consulting services, as far as nothing else results from the following paragraphs.
(2) With appropriate contractual agreement we provide advisory and supporting services according to the instructions of the Customer ("consulting services"). In principle, we are not entitled to act as a representative of the Customer to third parties, in particular to conduct negotiations or to submit declarations of intent with effect for or against the client. We provide the consulting services with the utmost care and conscientiousness according to the latest state of the art technologies.
(3) The Customer must promote our consulting services through appropriate cooperation. In particular, he will provide us with the required information and data and grants us access to his business premises to the extent necessary during his business hours. If the customer does not fulfill his obligation to cooperate and if we are therefore unable to conclude all or part of the consulting services within the agreed time, the agreed period will be extended appropriately.
(4) Unless otherwise agreed, we are entitled to request reasonable advance payments at regular intervals.
12. Special provisions regarding repair services
(1) The present General Terms and Conditions conditions apply mutatis mutandis for any repair services, as far as nothing else results from the following paragraphs.
(2) In accordance with the statutory provisions of the German Civil Code (Sec.633 et seq.), we provide guarantee for the contractual quality of our services in accordance with Sec. 7 above. An additional guarantee exists only if expressly issued.
(3) For the avoidance of doubt, it is pointed out that the warranty only relates to the functionality of the components repaired by us.
(4) Unless otherwise agreed, we are entitled to request reasonable advance payments at regular intervals.
(5) After completion of the service, the Customer will accept the service within a period of 2 weeks. After expiry of this period without notice of defects, the acceptance is deemed to have taken place. If the customer refuses acceptance because of not insignificant defects, he must notify us in writing, stating the defects. The customer will set a reasonable deadline for the removal of these defects.
13. Applicable Law and Competent Courts
(1) Any contracts entered into between us and the Customer shall be governed by the laws of the Federal Republic of Germany under exclusion of the UN Convention on the International Sale of Goods (CISG), without prejudice to any mandatory conflict of laws provisions.
(2) If the Customer is a corporation, limited liability company or commercial partnership or otherwise operates a commercial business (Kaufmann within the meaning of Sec. 1 (1) of the German Commercial Code) or is a legal entity or special fund organized under public law, the responsible courts for Syke, Germany shall have exclusive jurisdiction in respect of all disputes arising out of or in connection with the relevant contract. In all other cases, we or the Customer may file suit before any court of competent jurisdiction under applicable law.