General Delivery, Service and Payment Conditions of InnoME GmbH
General Terms and Conditions (Version dated 31.05.2016)
1. General Items– Scope of Application
These General Delivery, Service and Payment Conditions are valid for all present and future purchases of the customer at InnoME GmbH (hereinafter referred to as „we"). Divergent, adverse or additional terms and conditions of the customer shall not become part of the contract, even with knowledge thereof, as long as their validness is not explicitly approved.
These General Delivery, Service and Payment Conditions only apply to companies according to § 310 section 1 BGB.
Should individual provisions prove to be invalid - either in whole or in part - this shall have no affect on the validity of the other contents.
2. Conclusion of Contract
The order of the customer is a binding quotation. It can be accepted by us either by sending an order confirmation as binding acceptance of the offer or by delivering the ordered goods.
A quotation from us can be accepted - if not specified otherwise in the quotation - within 4 weeks in writing or electronically. (e-mail or fax). Hereafter the quotation expires.
Our prices shall apply plus statutory value-added tax and by applying the kind of transport FCA (Free Carrier) related to INCOTERMS 2010.
Calculation is always based on the prices effective on the day of delivery or service, if no fixed price has been expressly agreed in writing.
Net payments shall be transferred to our invoicing center within 14 days of the date of invoice and without deductions of any kind.
Should the payment deadline be exceeded, while simultaneously reserving the right to assert further damage, we will charge interest in the amount of 8 % above the base interest rate. Bills of exchange are only permitted with our consent. The customer assumes liability for timely presentation and protesting. In the event of payment arrears and any justified doubts regarding the customer's ability to pay or creditworthiness – notwithstanding our other rights – we are entitled to claim securities and payment in advance for pending deliveries and services, to carry out deliveries and services only on the basis of cash on delivery or payment in advance and to declare due all claims arising from the business relationship. Only claims which are uncontested or have been determined with legal finality shall entitle the client to set off or retain.
Customer may not assign claims aimed against us.
5. Period of delivery and performance
Delivery and service terms are only binding for us, if they have been agreed expressly and in written. Other time stipulations about time limits are not binding and can be exceeded to a reasonable extent (ca. 4 weeks).
The time point when goods leave our factory is of the essence for compliance with agreed upon delivery periods or deadlines.
The delivery and performance time is suitably extended in activities related to labor disputes - especially strikes and lockouts - as well as the occurrence of unforeseeable obstacles, which are beyond our control, in so far as such obstacles demonstrably have a considerable influence on the completion or delivery of the item or the service. This shall also apply if circumstances occur at our supplier.
If agreed deadlines are exceeded or periods, which have been specified as not binding, are exceeded by the above mentioned time period (ca. 4 weeks), the customer may define a period of grace of at least 3 weeks and after the expiry of this period of grace the customer may cancel the contract. Clause 10 shall apply to claims for compensation.
6. Transfer of Risk
The risk is transferred at the latest when the delivered parts are dispatched to the customer and even if partial deliveries or other services take place. If dispatch is delayed due to circumstances that the customer is responsible for, then the risk is transferred to the customer on the day of readiness for dispatch.
7. Retention of Title
Until full payment of our claims arising from the business relationship with the customer, the goods sold shall remain our property.
The retention of title shall also be extended to the full value of products created by the processing, mixing and connection of our goods, to which we as manufacturer have rights. If the ownership rights of third parties remain in existence during the processing, mixing or combination with their goods, we shall acquire co-ownership in relationship to the invoiced value of the goods processed.
The client shall be irrevocably authorized to dispose of the purchased goods in the ordinary course of business, as long as he is not in default of payment towards us. It is not allowed to pledge these goods or to transfer ownership by way of security.
The customer cedes to us claims deriving from resale in the amount of the particular invoiced value of the goods, in total or in the amount of our possible co-ownership share. He shall be empowered to collect them for our account until revocation or until stoppage of its payments to us.
The customer has to inform us instantly in writing about access of third parties to the goods and claims belonging to us.
In the case of conduct by the buyer in breach of contract, in particular in the case of delay in payment, we are entitled to take back the reserved goods at the customer's expense. For this purpose the customer herewith assigns to us its rights to recover possession against third parties. Exercising the reservation of title shall not mean a withdrawal from the contract. If the combined value of our security interests exceeds the value of all secured claims by more than 10%, at the customer's request, we shall release security items of our choosing
Warranty does not apply to consumables, as for example sterile measuring adapters, printer paper or wear parts (batteries, battery packs and electronic measuring cells) as well as the wear of the measurement sensor caused by the contact to the medium to be measured. The customer shall only be entitled to assert rights in the event of defects provided that the customer has fulfilled its obligations with respect to the inspection and making of complaints about defects under §377 HGB.
In case of justified complaints we shall correct any flaws or deliver defect-free goods, at our discretion.
In the event of subsequent performance failing, the customer is entitled to demand cancellation or reduction, at his discretion.
Minor deviations of the agreed condition or insignificant interferences of usability do not constitute flaws of delivered goods.
The customer must enable us to correct the noted deficiencies; as long as he rejects this, we shall be released from our guarantee obligations.
If the customer has not paid any attention to the instruction manual by using goods and/or has carried out modifications, changes or repair works at goods, he shall bear responsibility for furnishing evidence that the damage has not been caused by this.
We accept liability in accordance with the legal provisions, in cases where the customer claims compensation arising from resolution and coarse negligence caused by us. In cases of simple negligence our liability is limited to foreseeable damage typical to the contract. Liability on account of culpable injury to life, limb or health shall not be affected; this shall also apply to mandatory liability under the German Product Liability Act. Unless the previous paragraphs do not provide otherwise, any liability is excluded.
10. Final Provisions
Additionally, the Terms and Conditions of Delivery and Service for products and services of the electronic industry in the respective latest version, recommended by the Central Association of the Electronic Industry e.V., shall apply, as long as they do not contradict to the preceding provisions. You can always ask us for a copy of these terms and Conditions.
The German law is valid for all legal relationships between the parties under exclusion of the UN Purchasing Law.
Court of Jurisdiction is Espelkamp.
32339 Espelkamp, 31.05.2016