General Terms and Conditions
General Sales, Delivery and Payment Conditions of IVT GmbH & Co. KG
1. Area of application
1.1. The following sales, delivery, and payment conditions are in effect for all contracts, deliveries, and other services, including consulting services and information.
1.2. They are also in effect for all future contracts with the customer and for future deliveries and other services to be performed for the customer.
1.3. We hereby refuse any deviating terms and conditions, if they deviate from these General Terms and Conditions to our disadvantage. Our General Terms and Conditions are also in effect if we perform services or deliveries without reservation while having knowledge of deviating or contradictory General Terms and Conditions of the customer.
1.4. We expressly reserve the right to unilaterally change our General Terms and Conditions with the customer after appropriate notification.
2. Conclusion of contract
2.1. Orders to us, contractual changes and additions as well as additional agreements of any kind must be in written form. Orders made by telephone or in another form are considered to be accepted when shipment or submission of the goods and invoice take place.
3. Prices, price lists
3.1. Our prices are in effect FCA Rohr (Free Carrier in accordance with lncoterms 2010) including normal packaging. The prices at the time of the placement of the order are in effect.
3.2. Value-added tax is not included in the price and will be billed in the respective legal amount. If the rate of the legal turnover tax changes during the conclusion of contract and delivery, any agreed upon gross purchase price changes accordingly.
3.3. If the customer purchases the goods from us at list price and the list price increases between the conclusion of contract and actual delivery, and if there is a period of at least 4 months between these, the agreed upon purchase price increases accordingly. Any agreed upon discounts must also be taken into account with regard to the increased purchase price. If the price agreement is not based on the list price, we are entitled to appropriately adjust the price subsequently if the cost factors for the goods or for other agreed upon services increase significantly. If such a price adjustment leads to a major price increase, the customer is entitled to withdraw from the contract.
4.1. Cash before delivery is agreed upon for payment. The cash before delivery is due within 10 days after receipt of the invoice without deductions. If other payment modalities have been agreed upon, these must be in writing to be valid.
4.2. If the customer exceeds the payment deadline stipulated in the invoice, we are entitled to charge interest for late payment of 8 % over the respective basic interest rate without warning.
4.3. Set-off with unrecognized claims of the customer or claims that are not legally determined is not permissible. This is also in effect for a right of retention due to such counterclaims if these claims are not based on the same contract relationship.
5.1. Our goods will be shipped, if nothing else is agreed upon, FCA Rohr – (Free Carrier in accordance with Incoterms 2010). The goods will be shipped to the customer under his name and at his risk, even if we should bear the transport costs and/or insure the transport and/or set up the delivery object at the customer’s facility or have it set up due to individual arrangements.
5.2. The risk for the destruction, damage, loss of the delivery object and the obligation to bear the costs created by the goods is transferred to the customer as soon as the goods intended for shipment have been transferred to the persons intended to transport the goods or these goods have left our facility for the purpose of shipment. The same is also in effect for partial deliveries and with deliveries free domicile.
5.3. Notification of readiness to ship takes place 3 days after payment of the goods (cash before delivery) or order (bank guarantee) at the latest. Delays in the financial handling or with other duties to cooperate by the purchaser entitle the seller to delay readiness to ship and service dates accordingly. The same is true if the seller does not receive an official authorization in good time. In case of special designs, increas d or short deliveries of up to 10% are permissible and taken into consideration in the invoice. The dimensions listed for our delivery goods are subject to normal deviations, unless we have expressly ensured compliance with the dimensions.
5.4. We are entitled to make reasonable partial deliveries.
5.5. If the shipment of the ordered delivery goods is delayed for reasons for which the customer is responsible, the risk is transferred to the customer upon receipt of the notification of readiness to ship.
5.6. In case of orders with an order value of less than € 100.00, a minimum order quantity charge of € 10.00 will be charged.
5.7. Goods returns are only possible after consultation with IVT. In case of returns, a lump sum processing fee of 20% of the return goods value will be charged. Mistaken and erroneous deliveries, which were caused by us, are exempt from this. The customer retains the right to prove that no damages were incurred or that these were much less than the lump sum.
6. Deadline for readiness to ship
Agreed upon deadlines for readiness to ship are extended accordingly in case of unforeseeable obstacles, which are outside of our sphere of influence, such as strikes, lockouts, operating trouble, delays in the delivery of material, regardless of whether these obstacles occur at our facility or that of our suppliers. We are also not responsible for this type of circumstances if we are already in arrears.
7. Retention of ownership
7.1. The objects delivered by us remain our property until all of our present claims against the customer are fulfilled, to the extent that these are related to the delivered objects.
7.2. The buyer is entitled to sell the delivery goods that we own (conditional goods) in the normal course of business. However, he transfers all claims from this further sale to us now, regardless of whether the conditional goods are sold before or after processing or whether or not they are connected to a piece of property or movables. If the conditional goods are sold after processing or together with other goods that do not belong to us or they are connected to a piece of property or movables, the claim of the customer against his consumer in the amount of the delivery price agreed upon between the customer and us for the conditional goods is considered transferred.
7.3. The customer is also entitled to collect this claim after the transfer. Our authority to collect the claim ourselves is unaffected by this, but we are obligated not to do so as long as the customer properly fulfils his payment obligations. If the customer utilizes the collection authority, we are entitled to the collected proceeds in the amount of the delivery price agreed upon between the customer and us for the conditional goods.
7.4. As the manufacturer, we can perform processing or alteration of the conditional goods in accordance with § 950 BGB, without obligating ourselves. If the conditional goods are processed with other objects, we obtain co-ownership of the new object in the ratio of the selling value of our goods to the value of the other processed objects at the time of processing. The customer will store the new object for us free of charge with the usual care.
7.5. We are obligated to release the securities to which we are entitled upon request to the extent that their value exceeds the claims to be secured by more than 25%, if these have not yet been paid.
7.6. If we accept a bill of exchange as a means of payment, our retention of ownership continues until it is clear that we can no longer be held liable from this bill of exchange.
7.7. For deliveries in countries with other legal systems, in which the aforementioned retention of ownership provisions do not have the same securing effect as in the Federal Republic of Germany, the customer will do everything to immediately provide us with a security that is equal to the retention of ownership according to German Law. The customer will especially cooperate on all measures necessary for the effective provision and enforceability of the equivalent security (e.g.: registration obligations).
Obvious defects have to be reprimanded written and specific within 10 days after receipt of the goods.
9.1. In case of justifiable complaints, we will either repair or replace the goods, at our discretion. If the repair or replacement fails, the customer is entitled to demand cancellation of the contract or reduction of the purchase price. For our products warranty certificates are available for our extended guarantee.
10. Exclusion from claims for damages
10.1. Claims that are not expressly granted in these conditions, especially claims for damages including those due to delay, impossibility, violation of our obligation to supply replacements or to repair, violation of contractual additional obligations or positive contract violation, culpa in contrahendo, unauthorized actions are excluded if and to the extent that the damages are not due to intentional or grossly negligent contract violation or other intentional or grossly negligent behaviour by one of our legal representatives or one of our agents.
10.2. Claims for damages, that are connected to warranty claims are also excluded. This exclusion is not in effect if our delivery goods lack a contractually promised characteristic.
11. Place of performance, applicable law, jurisdictional venue, other provisions
11.1. The place of performance for our delivery is the headquarters of our company at 91189 Rohr, Gewerbering Nord 5.
11.2. German Law has sole application for the contractual relationships and with regard to differences of opinion and legal disputes from this business relationship, with the exclusion of conflict of laws and of the convention of the United Nations on contracts for the international sale of goods (CISG – UN Law on Sales).
11.3. The headquarters of the company is agreed upon as having sole jurisdictional venue for all suits or legal disputes from this contract relationship. However, we are also entitled to hold the customer liable at the location of his business headquarters.
11.4. If one or more provisions of these General Terms and Conditions is/are ineffective, the legal stipulation is in effect in place of the ineffective provision. In no case shall the provision in question be replaced by the General Terms and Conditions of the customer.
11.5. If a separate contract is drawn up between customer and us in two languages, the German text is decisive in case of doubt.