§ 1 Scope
1. These terms of sale apply exclusively to entrepreneurs, legal persons under public law or public law special funds within the meaning of § 310 paragraph 1 of the Civil Code (BGB). Conflict or differs from our sales Conditions will only be accepted, if we expressly agree in writen form to the application. This also happens with delivery of the order confirmation.
2. These terms of sale apply to all future transactions with the customer, if they are related to legal transaction of similar kind.
If these terms and conditions are not attached at/in the order confirmation they still apply, because they are always visible under www.inosol.solutions.
3. In case of doubt, the German version of the Terms and Conditions applies.
§ 2 Offer and contract
If an order has to be considered as an offer pursuant to § 145 BGB , we can accept it within two weeks.
§ 3 Dedicated documents
For all in connection with the award of the contract to the customer provided documents such as calculations, drawings, 3D models, etc., we reserve the right of ownership and copyright.
These documents must not be made available for third parties, unless we give the customer our expressly written consent.
If we do not accept the customers offer within the time limit of § 2, these documents must be destroyed or returned to us without delay.
§ 4 Price and Payment
1. Unless anything else is agreed in writen form, our prices are ex works, excluding packing and plus VAT at the applicable rate.
Packaging costs are invoiced separately.
2. The payment of the purchase price has exclusively be done to the account referred in the order confirmation.
Cash discount is only permitted with a specialy written agreement.
3. Payment period, discounts, rebate and bank account are listed in the order confirmation.
4. Unless anything else is agreed, the purchase price shall be paid within 10 days after delivery.
5. Unless no fixed price agreement has been done, for reasonable price changes due to changes in labor, material and distribution costs for deliveries, made 3 months or later after reserved conclusion, we reserve the right for price alignment.
§ 5 Retention of goods
To exercise a lien, the customer is only authorized insofar, as his counterclaim is based on the same contractual relationship.
§ 6 Delivery time
1. The start of our confirmed delivery period requires timely and proper fulfillment of the obligations of the customer in advance.
The defense of breach of contract is reserved.
2. If the cutomer is in delay of assumption or culpably violates other obligations to cooperate, we are entitled to claim our losses including probably additional expenses. Further claims are reserved.
If the above conditions are met, the risk of accidental loss or accidental deterioration of the Goods goes over to the customer at the time, he is in default of acceptance or payment.
3. We shall be liable in the case of which we are not intentional or grossly negligent induced delay in delivery, for each completed week of delay in the context of generalized delay compensation equal to 3% of the open delivery value, but not more than 10% of the Delivery value.
The intent must be legally established by the customer.
4. Further legal claims and rights of the customer due to a delay in delivery, remain unaffected.
§ 7 Passing of risk during shipment
If the goods are shipped at the request of the purchaser to him, so goes with the shipment to the customer, latest upon the leaving of the Factory / warehouse, the risk of accidental loss or accidental deterioration of the goods to the purchaser.
This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.
§ 8 Reservation of proprietary rights
1 We reserve the right of property to the delivered goods until full payment of all claims from the contract.
This also applies to all future deliveries, even if we do not always refer to this.
We are entitled to withdraw the Goods if the purchaser/customer breaches the contract.
2 The customer is obliged, as long as the property has not yet been transferred to him to treat the goods with care.
In particular, he is obliged at his own expense to insure the goods against theft, fire and water damage about the new value.
If maintenance and inspection works are carried out, the buyer execute them at his own expense.
As long as the property has not been transferred, the customer has to notify us immediately in writing, if the delivered goods are seized or other interferences are ongoing by third parties.
If the third party is unable to reimburse us for the judicial and extrajudicial costs of action under § 771 ZPO, the customer shall be liable for any loss incurred by us.
3. The purchaser is entitled to resell the goods as a normal course of business. The demands of the customer from the resale of the goods, the buyer assigns to us right now to us in the amount of the agreed final invoice amount (including VAT). This assignment shall apply regardless of whether the goods are resold without or after processing has been done. The customer shall be authorized after the assignment to collect the debt. Our right to the claim by ourselfs remains unaffected. However, we will not collect the claim as long as the customer meets his payment obligations from the proceeds collected, or is not in arrears and in particular no application to open insolvency proceedings or suspension of payments.
4. The processing or transformation of the goods by the customer is always in the name and on our behalf. In this case sets the expectant right of the purchaser to the goods to the altered item ahead.
To secure our claims against the customer, the customer also assigns such claims to us, that are done by the combination of the reserved goods with a property against a third party; we accept this assignment now.
§ 9 Warranty, complaints and recourse / manufacturer regress
1. Warranty rights of the customer require, that his obligations pursuant to § 377 HGB examination obligations duly complied with.
2. Warranty claims shall expire 12 months after delivery of the goods, supplied by us to our customer.
Claims for damages because of gross negligence and for injury to life, body and health based on a intentional or negligent breach of duty of the user based, the statutory limitation period applies.
3. If, despite all due care, the delivered goods have a defect that already existed at the time of transfer of risk, we will retract the goods, subject to timely notice, under our option repair or replace the product.
We must always have the opportunity to remedy within a reasonable time. Contribution claims stay unaffected from the the above regulation restriction.
4. If the remedy fails, the customer – regardless of any compensation claims – can withdraw from the contract or reduce the compensation.
5. The warranty does not insignificant with only minor deviations from the agreed quality, by impairment of usefulness, by natural wear and tear and damage due after the transfer of risk, faulty or negligent treatment, excessive strain, unsuitable equipment, defective construction work or from particular external influences which are not assumed under the contract.
When improperly repairs or modifications are made by the purchaser or third parties, for these and the follow arising therefrom warranty claims are excluded.
6. Claims arising out of the necessary for the purpose of supplementary performance, in particular transport-, travel-, labor and material costs, are excluded if the expenses increase because of the delivered goods are subsequently has been moved to a location other than the purchaser’s premises, unless the transfer corresponds to intended use.
7. Recourse of the customer against us exist only insofar, as the customers didn‘t agree any warranty claims with statutory mandatory that didn‘t meet our agreements. The scope of the recourse of the buyer also applies to us, paragraph 6 accordingly.
§ 10 Miscellaneous
1. This Agreement and the legal relations of the parties are subject to the laws of the Federal Republic of Germany under exclusion of the UN Sales Convention (CISG).
2 Performance and exclusive jurisdiction for all disputes arising from this contract is our headquarters, unless from the order confirmation nothing else requires.
3. All agreements between the parties for the purpose of performing this contract, are resigned in this contract.
4. The Privacy Statement published under www.insol.solutions is also part of the Terms and binding.