of iPEK International GmbH, See/Gewerbepark 22, D-87477 Sulzberg
- hereinafter "iPEK" or "we" -
§ 1 Applicability
(1) These general terms and conditions apply exclusively. We do not accept deviating or conflicting conditions unless we have expressly consented to so in writing.
(2) These general terms and conditions also apply for all future business transactions between the parties, as well as in case we deliver the goods despite having knowledge of deviating or conflicting conditions.
(3) These general terms and conditions only apply in relation to companies, legal entities of public law and public law special funds in the meaning of § 310 para. 1 Civil Code.
§ 2 Offer, acceptance
Provided that the order constitutes an offer in the meaning of § 145 Civil Code, we are entitled to accept it within a period of two weeks.
§ 3 Prices, payment
(1) Our prices are understood to be ex factory in addition of the respectively legal sales tax and exclusive of the costs for packaging, unless expressly agreed otherwise.
(2) Our invoices become due for payment within ten (10) days lesser by 2% discount, apart from that in the net amount within thirty (30) days from invoicing.
(3) If the customer is in default, its customer account will be blocked until the settlement of the outstanding receivables. After the due date, default interest in the amount of 9% p.a. above the respectively applicable base interest rate will be charged. We reserve the right to claim further default damages.
§ 4 Offsetting, retention
The purchaser is only entitled to offsetting, insofar as its counter-claims are undisputed or have been validly established. The purchaser is only entitled to claims for retention if these claims are based on counter-claims which derive from the same contractual relationship.
§ 5 Delivery
(1) Deliveries presuppose on-time and proper fulfillment of obligations by the purchaser. Objections invoking unfulfilled contract remain reserved.
(2) In case of a delay of acceptance or other culpable violation of cooperation obligations on part of the purchaser, we shall be entitled to compensation for the damage caused thereby, including any extra expenses. Further claims remain reserved. In this case, the risk of accidental loss or accidental deterioration of the goods will transfer to the purchaser at the time of the delay of acceptance or other violation of cooperation obligations.
(3) We are entitled to partial deliveries, insofar as such is acceptable for the customer. In performance of a partial service at our initiative, no additional shipment costs will arise. Additional shipment costs will only be claimed, if the partial delivery follows the express wishes of the customer.
§ 6 Transfer of risk, shipment
(1) Provided nothing else results from the order confirmation, the delivery is ex factory. In case of shipping of the goods according to the wishes of the purchaser, the risk of accidental loss or accidental deterioration of the goods will transfer to the purchaser at the time of outbound shipment.
(2) Upon request, we will take out transport insurance in the name and on account of the customer.
§ 7 Reservation of title
(1) Until complete receipt of all payments, the goods remain our property. In case of contract violations by the purchaser including payment default, we shall be entitled to retrieve the goods.
(2) The purchaser shall treat the goods carefully, shall insure them appropriately and as far as necessary shall service them.
(3) In the time until complete settlement of the purchase price, the purchaser shall inform us immediately in writing, if the goods become encumbered with the rights of third parties, or if they become subject to any other interference by third parties.
(4) The purchaser is entitled to reselling the goods under reservation of title in the normal course of business. For this case the purchaser assigns all claims from such resale to us already now, irrespective if the resale is arranged before or after any processing of the goods delivered under title reservation. Regardless of our authorization to recover the claim directly, the purchaser shall also remain empowered for recovering the claim after assignment. In this context we undertake to not recover the claim for as long as and to the extent that the purchaser meets its payment obligations and no application for opening bankruptcy proceeding or similar proceedings have been filed and no suspension of payment is the case.
(5) If the aforementioned collaterals exceed the claims to be collateralized by more than 10% we are obligated to release the collaterals at our choice upon request by the purchaser.
§ 8 Guarantee
(1) Prerequisite for any guarantee rights of the purchaser is its proper fulfillment of all review and reprimand obligations owed pursuant to § 377 Commercial Code.
(2) Guarantee claims can be raised within twelve (12) months after the transfer of risk.
(3) In case of defects of the goods, the purchaser has a right to supplementary fulfillment in form of the removal of defects or the delivery of defect-free goods. In case of failure of the supplementary fulfillment, the purchaser shall be entitled to reduce the purchase price or to withdraw from the contract.
§ 9 Liability
(1) In case of intent or gross negligence on our part or on part of our representatives or assistants we will be liable pursuant to the legal regulations as well as in the case of culpable violation of significant contractual obligations. If no intentional contract violation is given, our liability for damage compensation is limited to the foreseeable damage typically occurring.
(2) The liability for culpable injury to life, person or health as well as the liability pursuant to the product liability law remains unaffected.
(3) Unless otherwise expressly arranged in the above, our liability is excluded.
§ 10 Data protection
The data provided by the customer when making its order is exclusively used in adherence to the requirements of the data protection law. Customer data is not forwarded to any third parties and is only used for the fulfillment of our contractual relationship with the customer.
§ 11 Applicable law, place of fulfillment, place of jurisdiction
(1) This contract is subject to the laws of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods.
(2) Place of fulfillment is Sulzberg.
(3) Exclusive place of jurisdiction for all disputes from or in relation to this contract is Kempten.
§ 12 Dual-Use products
In the case of dual-use items and technology subject to European Union Regulation (EC) No. 428/2009 An export license may be required if exported from the EU, and, for certain dual-use items and technology identified in the Regulation, if exported to another EU member state.
Sulzberg, 10th december 2011, iPEK International GmbH