1.1 Deliveries, services and offers by IPC2U GmbH, hereinafter referred to IPC2U, solely refer to the following conditions of sale. At the latest with the acceptance of the performance of these conditions shall be deemed accepted. Confirmations of the buyer with reference to his own terms and conditions are hereby expressly excluded.
1.2 Deviations fr om these Terms and Conditions are only valid if they are confirmed in writing by IPC2U.
1.3 If the customer is the IPC2U entrepreneurs within the meaning of § 14 BGB, is this a natural or legal person or a legal partnership, in concluding a legal transaction in their commercial or independent professional activity. A legal partnership is a partnership that is equipped with the ability to acquire rights and incur liabilities.
1.4 To the extent necessary for business purposes, we are authorized, the customer's data under the Data Protection Act (in particular § 28 BDSG) to store-processed and processed.
1.5 These conditions also apply to all future deliveries and services to the customer.
2.1 Offers of IPC2U are always non-binding. Orders / supply agreements shall not be deemed accepted if they are confirmed in writing (§ 126b BGB).
2.2 Changes, additions and / or the cancellation of a contract or of these terms must be in writing (§ 126b BGB).
2.3 Technical and design deviations from descriptions and information in brochures, catalogs and written documents as well as design, construction and material changes to stay in the course of technical progress are reserved without any rights against IPC2U can be derived.
3.1 Unless otherwise agreed, prices are net from a IPC2U stock in the Federal Republic of Germany, excluding packaging, freight, fees, transport insurance and VAT. The pricing and invoicing are in euros. With changes in costs and customer-related exceeding the duration of a call order after conclusion of the contract, be IPC2U reserves a corresponding price adjustment.
3.2 Packaging, freight and necessary insurance costs are charged separately.
3.3 If the delivery or performance date later than three months after conclusion of the contract, we are entitled, after timely notification to the Customer and before execution of the service or delivery of the goods to adjust the price of the goods or services in such a way as a result of the general outside our control projecting price developments required (such as exchange rate fluctuations, currency regulations, customs amendments, a significant rise in material or production costs) or due to the change of suppliers is necessary. For deliveries or services within three months in any event, the valid on the day the contract price is. For framework contracts with price agreements, the three-month period begins to run upon conclusion of the Framework Agreement.
3.4 Unless otherwise agreed, the customer has to pay the agreed compensation immediately before delivery of the goods or provision of services without any deductions to us. After the deadline, the customer 22 BGB comes in accordance with § 286 paragraph. No: in default.
3.5 We may demand installment payments or prepayment if the customer for the first time ordered from us, the customer is located abroad, or delivery is to take place abroad or if reasons exist to doubt the timely and full payment by the customer. If one of the above conditions after the contract, we shall be entitled to revoke agreed payment and to make payments immediately due.
3.6 The customer may only offset undisputed or legally established counterclaims. Retention The customer is only insofar as they relate to the same transaction.
3.7 Cheques and drafts are only accepted, changing only by special arrangement. Bill charges and other payment costs shall be borne by the buyer and are due immediately.
4. Delivery and performance times
4.1 The agreed delivery time is to be regarded as approximate, unless expressly stated otherwise in writing agreed.
4.2 Unless otherwise agreed, we deliver and make EXW (ex works), our camp; We determine shipment, shipment route and carrier.
4.3 Partial deliveries or services shall be permitted provided they are not unreasonable for the customer.
4.4 The agreed delivery and performance period begins with the dispatch of the order confirmation, but not before the provision by the buyer to procure of submissions, approvals and clearances. If an agreed delivery and performance deadline is exceeded by more than 4 weeks, the purchaser is entitled, however, to set a reasonable grace IPC2U least one month. If the delivery time is not met by the time the grace period, the buyer has the right to rescind the contract. The resignation must be in writing, immediately after the statutory deadline, but are displayed with a reasonable deadline at least 2 weeks after the deadline.
4.5 A right to withdraw does not apply if the delivery troubles are not IPC2U’s fault. In this case, withdraw from the contract can be apply three months after exceeding the original delivery date.
4.6 From IPC2U not bear responsibility, through which the delivery or their transport is impossible or unreasonably difficult, gives IPC2U the right to withdraw from the contract or to postpone delivery until the obstacle is removed. These circumstances must be notified immediately of IPC2U the buyer. Already carried out partial deliveries are considered independent business; because of the amounts outstanding may regulate the partial delivery not be refused. In case of postponement of the delivery of the aforementioned reasons, there is no right of the purchaser to a grace period and to withdraw
4.7 Claims for damages for rescission are excluded. At least gross negligence led to late delivery / part-delivery or non-delivery / partial non-delivery of the claim for damages is limited to the predictable damage. Incidentally, claims for damages are excluded.
5. Force majeure
Case of force majeure our delivery or performance obligations shall be suspended; enters a substantial change in the existing conditions when concluding the contract, we are entitled to rescind the contract. Unpredictable circumstances which are nobody’s fault, which complicate the delivery or performance or impossible and indeed irrespective of whether these circumstances occur with us or suppliers or subcontractors.
6. Obligations of the buyer
6.1 The acceptance of delivered products, including partial deliveries is a primary requirement of the buyer. If the buyer refuses the acceptance or if he omits acceptance, the purchaser is in default without any further reminder.
6.2 If the buyer is not the supply from, IPC2U is entitled to withdraw after setting a grace period 4 weeks from the contract or to demand damages for non-performance.
In the latter case IPC2U is entitled to demand either without proof of damage 10% of the purchase price or compensation for the actual loss incurred. Instead of these rights IPC2U can perform a similar delivery to the agreed terms within an agreed with the buyer, reasonable, extended delivery period. The cost of a second or subsequent delivery is obligation of the buyer.
7. Rights of the customer in material and legal defects
7.1 The products supplied by us comply with the applicable German regulations and standards. For compliance with other national regulations, we assume no liability. The customer agrees to when using the products abroad, to check the conformity of the products with the relevant laws and standards itself and possibly make adjustments.
7.2 The customer can make no claim based on defective delivery or service if the value or the suitability of the delivery and performance is only insignificantly decreased.
7.4 To the extent the delivery or service is defective and the customer of § 377 HGB has complied with the examination and complaint, we will replacement delivery at our discretion or repair (subsequent performance). To this end, the customer shall grant us a reasonable period of at least 6 weeks.
7.5 If the remedy fails, the customer can reduce the remuneration or withdraw from the contract. The withdrawal is, however, permissible only if the customer of this expressly threatens us in writing with a reasonable deadline.
7.6 Recourse claims of the customer in accordance with § 478 BGB against us only exist insofar as the customer has made with its customers exceeding the statutory warranty claims agreements.
8. Transfer of Risk
8.1 The risk is - unless otherwise agreed - with the dispatch of the delivery from the warehouse to the buyer. The buyer bears the risk for all repossessed deliveries during the return transport as well as for the packaging during the return transport.
8.2 The risk passes to the buyer as soon as the consignment has been handed over to the person performing the transport or the purpose of shipment has left the German port of entry at dropship our warehouse. Insurance of the goods against transport damage is done automatically at the expense of the purchaser.
8.3 If the shipment is delayed through no fault of IPC2U or made impossible, the risk is transferred to the dispatch of the notification of readiness for shipment to the buyer.
8.4 If the buyer collects the goods yourself agreed and the goods have not been picked up within 14 days after sending the notification of readiness for dispatch, IPC2U is entitled to deliver the goods to the buyer on delivery.
9.1 IPC2U provides basically by cash in advance or cash on delivery. In case of positive information of trade credit insurance delivery on open account can be made at the discretion of IPC2U. Open invoices are net cash in the amount of the invoice without any deductions, postage and expenses payable immediately. A discount will be granted if it is expressly granted upon invoicing. For calculation and payment in foreign currency IPC2U is entitled instead of the bill to require the amount that is necessary to achieve a Euro amount, which results from the conversion rate on the day of order confirmation. Payments are met if IPC2U can dispose of the full amount. In the case of payment deadlines are exceeded, the purchaser is in default without a reminder. IPC2U is entitled to demand interest at the rate of 5% above the current discount rate of the German Bundesbank, but at a minimum of 6%. Default interest shall be due immediately.
9.2 The Purchaser may set off only those claims that are undisputed or legally. The reluctance of the purchase price and Deductions of any kind are not permitted.
9.3 Regardless of agreed payment at any time can pay or security may be required even before delivery has occurred, if arise reasonable doubts about the solvency or creditworthiness of the buyer after signing the contract, agreed payment and delivery terms are not met in essential points or essential changes in the financial circumstances of the purchaser occur.
IPC2U is entitled in this case, at any time of all current contracts with the buyer in whole or in part or to require the purchaser to reimbursement of expenses or damages for non-performance. IPC2U is free, the law wants to exercise it with respect. of each individual contract.
9.4 Cheques are not accepted in lieu of performance, as long as they have not been redeemed. IPC2U is entitled to reject change, and in case of acceptance, they will not be accepted in lieu of performance. IPC2U not liable for the timely submission of checks or timely protest unpaid change.
9.5 Received from the buyer installments will be allocated only to the costs, then the interest and only then to the purchase price, namely here first on unsecured claims and then to the oldest claims.
9.6 The buyer bears all sales taxes, sales taxes, import duties and other government fees and charges relating to the sale and delivery of the products, unless otherwise agreed.
10. Warranty and Liability
10.1 On property or compensation of expenses (hereinafter liability for damages), irrespective of the legal reason, including infringement of duties arising from the obligation and tort, IPC2U liable only insofar as its legal representatives or its vicarious agents have acted with intent or gross negligence or if the unfulfilled obligation for the achievement of the contractual purpose is essential (cardinal obligations). The aforementioned limitations of liability shall apply to contractual and non-contractual claims. The liability of IPC2U due to mandatory statutory regulations remains unaffected.
10.2 In case of negligent breach of cardinal obligations the liability for damages is limited to the contract typical, foreseeable damage.
10.3 The buyer is an entrepreneur. Warranty rights when buying used goods are excluded. The warranty period for the purchase of new goods is one year, unless the law provides in accordance with § 438 paragraph. 1 no. 2 BGB or §479 paragraph. 2 BGB (recourse) a longer period before. For Services, the warranty period for entrepreneurs is in a work whose success in the production, maintenance or alteration of a thing or in the provision of planning or monitoring services are covered by a year unless the law provides in accordance with §634a No.2 or 3 BGB a longer period before. Furthermore, to investigate the buyer delivered goods immediately after their delivery for any defects or deviations in quantity, he has a defective whole or in part delivery without undue delay after their discovery in writing; the notification period for defects that could be detected at all due to the type of goods careful study of no longer than one week. Other defects must be reported immediately to the buyer after their discovery. Failing a purchaser without delay, on time or formally correct notification of the defect, the goods shall be in respect of this defect as approved.
10.4 Wh ere a duly reported shortage indicator is justified, IPC2U is entitled, at its option, instead of the delivery of replaced goods. The right to rectification has IPC2U when not purchase if and insofar as the buyer of recourse in accordance with §§ 479 p.1 or p2 BGB. IPC2U is obliged to exercise their right to vote later than ten days after receipt of the formally correct defects. Otherwise, it shall pass to the buyer. If the repair or replacement is unsuccessful, the purchaser is entitled at his option to withdraw from the contract or the cancellation (modification) of the contract or corresponding reduction of the agreed price (reduction) or, if the statutory requirements are met, for compensation to demand. The cost of an error checking falls to the buyer, when IPC2U can prove that the alleged lack of the buyer has not been fulfilled.
10.5 The liability for defects does not apply to natural wear and tear, nor damage arising after the passing of risk from faulty or negligent handling, excessive strain, unsuitable operating material, and chemical, electrochemical or electrical influences which are not assumed under the contract. The liability for the resulting consequences will be repealed by made about the customer or a third party changes or repairs.
10.6 Warranty claims will be excluded if the customer has the goods processed or allowed to make repairs by anyone other than recognized by IPC2U staff, unless these repairs be made with written consent of IPC2U. Warranty and guarantee commitments that are incompatible with the terms of this warranty regulations or contradict, are not binding on IPC2U, if they are confirmed in writing by IPC2U.
10.7 The buyer may not make any changes to the delivered goods and / or services carried out or make the repairs without IPC2U is hereby in arrears, even after detecting a defect. Otherwise, any warranty is excluded.
10.8 The exclusion or limitation of liability shall not apply in the case of injury to life, limb or health or damage to private property under the Product Liability Act or for other reasons liability is mandatory. A change in the burden of proof to the detriment of purchaser does not entail.
10.9 The customer is in the case of a complaint obliged the defective product or the defective part connected at their own expense and risk with a detailed description of the fault, specifying the model number and a copy of the packing slip or invoice to the IPC2U to send. The customer of the above comes obligation under incomplete, the IPC2U has the right to refuse acceptance and return the goods at the expense and risk of the customer.
11.1 As far as below nothing else, are about the provision in section 7 additional claims by the customer - for whatever legal reasons - are excluded. We are therefore not liable for damages which have not occurred to the goods themselves; in particular we are not liable for lost profits or other financial damages of the customer. As far as our contractual liability is excluded or limited, this also applies to the personal liability of employees, representatives and agents.
11.2 The aforementioned limitation of liability does not apply if the damage was caused by intent or gross negligence, personal injury, or a claim for damages under the Product Liability Act is.
11.3 Should we negligently breach a material contractual obligation, the obligation to pay damages on the typical damage is limited. Material contractual obligations are those which provide the customer with legal positions which him the contract has to grant according to its content and purpose, and those whose fulfillment the proper execution of the contract in the first place and on whose observance the customer regularly relies and may rely.
11.4 In addition, we are only liable under the existing insurance coverage with us, as far as we are insured against the damage that has occurred and the condition precedent of the insurance benefit.
11.5 Furthermore, our liability for damages is excluded.
11.6 The assignment of regulated in paragraphs 7 and 8 of the customer is excluded. § 354 a HGB remains unaffected.
12.1 The limitation period for claims based on defective deliveries and services as well as for claims arising from our liability for damages is one year.
12.2 This does not apply in accordance with §§ 438 p1 no. 2 (buildings and things for buildings), 479 p1 (right of recourse) and 634a p1 no. 2 BGB (construction defects) longer periods are prescribed, as well as in cases of injury to life, limb or health, in an intentional or grossly negligent breach of duty on our part and in claims for damages under the Product Liability Act.
13. Disposal of used electrical equipment
13.1 Gem. § 10 para. 2 sentence 3 of the ElektroG arrange buyers and IPC2U that the buyer pursuant to the obligations of a manufacturer. §10 para. 2 sentence 1 ElektroG WEEE from users other than those professional devices accepts unless the buyer and IPC2U no other written agreements have been made in 9.2. The buyer, once he passes the machine, ensure a reasonable possibility of withdrawal and treat it otherwise at its own expense after §11 ElektroG and dispose of according to § 12 ElektroG. The buyer keeps IPC2U so far free from all obligations under the ElektroG to authorities and third parties. Claims arising from this Agreement shall expire at least 30 years after delivery of the equipment.
13.2 Subject to the payment of a lump sum by the buyer himself IPC2U, devices that fall under the power law to take after the end use for free in Langenhagen back and acc. To dispose §12 ElektroG professionally. It is excluded from the buyer that devices that fall under the scope of the Electrical Act, not - unless otherwise agreed with the buyer - a public waste disposal carrier gem. § 9 para. 2 ElektroG are supplied.
14. Technical advice
14.1 A desired by the client technical advice by IPC2U be reliable. However, all data and information on the suitability and application of the goods supplied are not binding and do not exempt the customer from own tests and trials. The client is solely responsible for the compliance with legal and regulatory requirements in the use of the delivered goods.
14.2 If IPC2U is authorized to work on equipment, any liability for data that is stored on storage media or IPC2U surrendered such data to which IPC2U during the execution of the works has access, excluded. The client alone is responsible for the required backup. This disclaimer also does not apply in cases of intent or gross negligence liability is mandatory.
15. Retention of title
15.1 The delivery until full repayment of any outstanding receivables from the joint business relationship, including interest and costs, or up to the full discharge of any checks owned by IPC2U. IPC2U is entitled to assert the retention of title by a simple declaration asserted.
15.2 The retention of title extends to the delivery and re-sold the products resulting from processing products. When combined or mixed with material that does not belongs IPC2U, IPC2U acquires always ownership of the produced new object in proportion of the value of the goods to the value of the new item. The buyer shall apply in this case insofar as the depositary for IPC2U. Earns IPC2U when connecting several things no property, the buyer shall already IPC2U the resulting co-ownership.
15.3 The buyer is revocable entitled to resell the delivery as part of a normal course of business. Any other disposal especially pledging, collateral assignment or transfer by way of exchange is not permitted. Third parties have made pledges - even after mixing or processing - or any other infringement of the rights on the standing of IPC2U owned delivery is immediately notify IPC2U. The buyer IPC2U already, regardless of processing, all due to him from the further processing of claims and ancillary rights in the event that the supply is sold by the buyer together with other IPC2U goods not belonging to the assignment of the purchase price claim applies only to the amount of value of the delivery.
15.4 The purchaser is authorized to revocation to collect the receivables from the resale. The authorization to collect and the right to process goes off without express revocation if the purchaser suspends payment or arise reasonable doubts about the solvency or creditworthiness of the buyer and the filing for bankruptcy, a bill protest or effected seizure. Then incoming, assigned outstanding are credited immediately to a special account to be indicated separately from IPC2U name. At the request of IPC2U the buyer has in writing immediately notify the debtor of the assigned claim and the debtor to submit the assignment. If the value of the given of IPC2U fuse exceeds its total debt by 25% to IPC2U obligation on the buyer's request to release fully paid deliveries at the discretion of IPC2U.
15.5 If the buyer of its payment obligation towards IPC2U in arrears or infringe one of the resulting from the reservation of ownership obligations, the remaining debt will be immediately payable. In these cases IPC2U is entitled to demand the surrender of the delivery and those collected from the buyer. The purchaser has no right of possession. IPC2U is entitled to notify the assignment of the claim by the buyer to IPC2U purchasers of the buyer and collect the debt. Any return of goods shall be accepted only for safety's sake; it is because, even if subsequently partial payment is allowed, does not constitute withdrawal from the contract.
15.6 The buyer shall store the reserved goods for IPC2U charge. He has against the usual risks such as Fire, theft and water to insure safety. The purchaser hereby assigns his claims to him from damage of the above Against insurance companies or other obligated parties is entitled, starting at IPC2U equal to the invoice value of the goods. IPC2U accepts the assignment.
16. Export Restrictions
16.1 The buyer or buyers of the fact needs to be aware that most of the products supplied by IPC2U subject to export restrictions of the applicable foreign trade provisions, in particular the so-called COCOM rules and therefore the export of such products, whether they incorporated in their original state or are, are either banned or permitted only with special regulatory approvals in countries that are subject to such restrictions. Therefore, the buyer / purchaser undertakes to strictly adhere to such export regulations and carefully obtain all necessary governmental or other consents for each case of such exports.
17. Final Provisions
17.1 Place of performance - if legally permissible - is Hannover.
17.2 Jurisdiction for all disputes is exclusively Hannover out of business resulting liabilities and for all disputes in connection with the delivery business and / or documentary evidence, unless otherwise agreed.
17.3 Relations between IPC2U and the buyer subject to the law of the Federal Republic of Germany. The application of the provisions of the Uniform Law on the conclusion of international sales contracts for movable goods and the Uniform Law on the sale of goods or of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
17.4 If individual provisions of these Conditions or of the delivery transaction are invalid, the validity of the remaining provisions shall not be affected. The contractors are obliged to agree on a new provision which comes as the objective pursued by the right purpose to the next.