General Terms and Conditions of INSEVIS Vertriebs GmbH
1. General
1.1) The following General Terms and Conditions shall apply to all orders, deliveries and services, including future ones (hereinafter: deliveries), unless expressly agreed otherwise by contract.
1.2) Any conflicting terms and conditions of contractual partners are hereby expressly rejected in the event of deviations, additions, etc. The contractual partners’ terms and conditions are excluded unless expressly accepted in writing.
1.3) The following conditions apply exclusively to orders from and deliveries to “businesses” within the meaning of Section 310 (1) in conjunction with Section 14 of the German Civil Code (BGB), and not to a “consumer” within the meaning of Section 13 BGB.
2. Scope of deliveries and partial deliveries
2.1) The scope of delivery etc. depends on the order or the order confirmation from INSEVIS Vertriebs GmbH.
2.2) INSEVIS Vertriebs GmbH reserves all ownership and copyright rights to offers, cost estimates, drawings, circuit diagrams, samples, software and other documents. These may only be made available to third parties with the prior written consent of INSEVIS Vertriebs GmbH, whereby the customer must ensure that they are not passed on to third parties. All documents must be returned immediately upon request if the order is not placed with INSEVIS Vertriebs GmbH.
2.3) INSEVIS Vertriebs GmbH is entitled to make partial deliveries as long as this is reasonable for the customer.
3. Delivery time, deadlines, right of retention
3.1) Delivery dates and deadlines are non-binding for INSEVIS Vertriebs GmbH unless they have been expressly agreed as binding by contract. If delays become apparent, INSEVIS Vertriebs GmbH undertakes to notify the contractual partner as soon as possible.
3.2) All delivery dates are subject to correct and timely self-supply. Disruptions to INSEVIS Vertriebs GmbH’s own business operations or those of its upstream suppliers for which INSEVIS Vertriebs GmbH is not responsible, in particular strikes and lockouts, as well as cases of force majeure based on an unforeseeable event for which no party is responsible, or the consequences of armed conflicts, shall extend any agreed delivery period accordingly. If this makes performance impossible or substantially more difficult for INSEVIS Vertriebs GmbH, INSEVIS Vertriebs GmbH may withdraw from the contract in whole or in part.
3.3) The customer is entitled to withdraw from the contract after a written reminder for delivery and if INSEVIS Vertriebs GmbH does not deliver within a reasonable grace period to be set by the customer.
3.4) Compliance with an expressly agreed delivery period requires that all documents, necessary permits, approvals, etc. to be provided by the contractual partner are available, that the plans have been clarified and approved in good time, and that the agreed payment terms and other obligations have been complied with by the contractual partner.
3.5) In cases where due claims arising from previous deliveries or services have not been settled by the contractual partner, INSEVIS Vertriebs GmbH shall be entitled to exercise its right of retention, even where a contractual delivery period has been agreed.
3.6) The delivery deadline is deemed to have been met if the ready-to-use consignment has been dispatched within the agreed delivery or service period.
4. Terms of payment, offsetting conditions, right of retention
4.1) INSEVIS Vertriebs GmbH’s prices are net ex works. All costs for dispatch from the works, packaging, transport insurance, etc. shall be charged separately. VAT shall be charged separately.
4.2) Set-off by the contractual partner is only permitted against undisputed claims or claims established by final and binding judgment; the same applies to the right of retention.
5. Transfer of risk
5.1) The risk shall pass to the customer even in the case of freight-free delivery, replacement deliveries and repairs as soon as INSEVIS Vertriebs GmbH has handed over the item to the forwarding agent, carrier, person designated for dispatch or the person collecting the item.
5.2) In the case of returns by the customer to INSEVIS Vertriebs GmbH, the customer bears the risk until the goods are handed over to the business premises of INSEVIS Vertriebs GmbH as well as the freight costs.
6. Retention of title
6.1) All deliveries/services by INSEVIS Vertriebs GmbH are made exclusively subject to retention of title, even if INSEVIS Vertriebs GmbH has not expressly invoked this.
6.2) Delivered goods remain the property of INSEVIS Vertriebs GmbH until all claims against the customer arising from the mutual business relationship have been fulfilled. Before full payment, the customer is generally prohibited from pledging, transferring ownership as security or reselling the goods.
6.3) Until ownership has passed to the customer, the customer is obliged to treat the purchased item with due care and to store it carefully. In particular, the customer is obliged, at its own expense, to insure it adequately against theft and damage.
6.4) If INSEVIS Vertriebs GmbH’s (co-)ownership is extinguished through combination, mixing or processing, it is hereby agreed that the buyer’s ownership of the unified item shall pass to INSEVIS Vertriebs GmbH in proportion to the respective value, calculated on the basis of the invoice value.
6.5) Until ownership has passed to the customer, the customer must immediately notify INSEVIS Vertriebs GmbH in writing if its ownership is endangered by threatened or completed seizure, retention, enforcement measures, insolvency or if the ownership is otherwise subject to third-party interference, etc. In the event of enforcement or insolvency, INSEVIS Vertriebs GmbH’s ownership must be pointed out immediately.
6.6) The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to INSEVIS Vertriebs GmbH its claims, etc. arising from the resale of the goods subject to retention of title, in the amount of the invoice total including VAT, and INSEVIS Vertriebs GmbH accepts this assignment. INSEVIS Vertriebs GmbH’s authority to collect the claim itself remains unaffected.
7. Claims for damages, contractual penalty
7.1) Any liability of INSEVIS Vertriebs GmbH, in particular claims for damages and reimbursement of expenses by the contractual partner, is excluded. This applies in particular in cases of non-performance or defective performance and to liability for consequential or indirect damage. This does not apply where expressly agreed otherwise in writing or where exclusion of liability is not legally permissible, e.g. in cases of intent, gross negligence or injury to life, health or limb, or in the case of liability under the Product Liability Act.
7.2) Any liability of INSEVIS Vertriebs GmbH upon conclusion of the contract is expressly waived and INSEVIS Vertriebs GmbH accepts the waiver.
7.3) Contractual penalties are excluded unless expressly agreed otherwise in writing.
8. Limitation period, suspension
The limitation period for warranty claims and other claims against INSEVIS Vertriebs GmbH is – where periods exceed one year – only twelve months. Where statutory or agreed limitation periods are shorter, the shorter limitation period shall apply. The reduction of the limitation period does not apply where prohibited by law, in particular in cases of fraudulent concealment of a defect. The statutory provisions on expiry suspension, suspension and recommencement of periods remain unaffected. Negotiations for settlement shall be deemed concluded if INSEVIS Vertriebs GmbH has not responded in writing to a letter from the contractual partner for more than 8 weeks.
9. Warranty
9.1) A guarantee going beyond the statutory warranty provisions will only be granted if expressly confirmed in writing.
9.2) INSEVIS Vertriebs GmbH provides a warranty for the delivered goods in accordance with the statutory provisions. The warranty period begins upon delivery of the goods. The customer must inspect the goods immediately after delivery by INSEVIS Vertriebs GmbH. Defects, the absence of warranted characteristics, transport damage, shortages and incorrect deliveries, etc. must be notified to INSEVIS Vertriebs GmbH in writing immediately upon receipt of the delivery, with any processing or treatment being stopped immediately. Any hidden defects must be reported in writing immediately after their discovery. If timely notification is not made, the delivery shall be deemed approved. In the event of timely and justified notification of defects, INSEVIS Vertriebs GmbH shall be entitled, at its discretion, to remedy the defect or provide a defect-free replacement delivery. The customer’s right to a reduction in price if subsequent performance fails, or to withdraw from the contract, shall remain unaffected.
9.3) The following circumstances exclude any warranty and/or any guarantee assumed in writing by way of exception – unless the defect was fraudulently concealed:
– Damage caused by errors in installation by the customer or third parties, or by improper use, or attributable to fire, lightning strike or force majeure.
– Improperly performed repairs and attempted repairs, as well as other interventions by customers or other persons not authorised by INSEVIS Vertriebs GmbH for this purpose.
– Damage caused by failure to observe the operating instructions or further instructions issued by INSEVIS Vertriebs GmbH personnel.
– Transport damage and damage caused by use in environmental conditions not intended for this purpose.
9.4) Any warranty is excluded for used goods that have been marked as used by INSEVIS Vertriebs GmbH and are delivered at the express request of the customer. Used goods are sold as seen.
9.5) Costs and expenses incurred by INSEVIS Vertriebs GmbH as a result of unjustified defect claims shall be reimbursed by the contractual partner.
10. Software
10.1) Where software is implemented in a contractual product, the following applies: In the case of software errors that materially impair use in accordance with the contract, INSEVIS Vertriebs GmbH reserves the right to remedy the error by installing another software version, providing instructions for rectifying the error or avoiding its effects.
10.2) For software to be installed, INSEVIS Vertriebs GmbH provides no warranty that it will operate without interruption or errors, or that the functions contained in the software will run with all combinations selected by the buyer and meet the buyer’s requirements.
11. Impossibility/contract adjustment
11.1) If the delivery or performance incumbent upon INSEVIS Vertriebs GmbH becomes impossible, the general legal principles shall apply with the following provision: If the impossibility is attributable to INSEVIS Vertriebs GmbH, the contractual partner is entitled to claim damages. However, the purchaser’s claim for damages shall be limited to 10% of the value of that part of the delivery or performance which, due to the impossibility, could not be put into operational use for its intended purpose. Claims for damages exceeding the aforementioned 10% are excluded. This does not apply where mandatory liability applies in cases of intent or gross negligence, or where life, limb or health is injured.
11.2) If unforeseen events substantially alter the economic significance or content of the delivery or performance, or affect the operations of INSEVIS Vertriebs GmbH, the contract shall be reasonably adjusted by INSEVIS Vertriebs GmbH, provided that the change is reasonable for the purchaser in view of INSEVIS Vertriebs GmbH’s interests. If this is not economically justifiable, INSEVIS Vertriebs GmbH may withdraw from the contract. The purchaser shall be notified of the withdrawal immediately after the reason becomes known.
12. Export permits, abroad
12.1) The contractual partner is responsible for any necessary official export permits and is responsible for obtaining these himself. INSEVIS Vertriebs GmbH assumes no responsibility or liability for any necessary official export permits.
12.2) The contractual partner declares that it will comply with all export regulations and export restrictions, as well as other provisions of foreign trade law, in particular those of Germany, the EU and EU Member States or the country to which the goods are to be delivered, and ensure that its contractual partners also comply with these provisions. The contractual partner undertakes to provide all required notifications, information and other declarations properly and completely, and to notify INSEVIS Vertriebs GmbH if the delivery is to be used for chemical, biological or nuclear weapons, missile technology or any other military purpose.
12.3) The contractual partner shall bear all customs duties, taxes or charges arising from a delivery abroad or performance abroad. INSEVIS Vertriebs GmbH shall have no liability for any damages arising from delays, cancellations or additional delivery expenses caused by export regulations and authorisations under the applicable law.
13. Place of jurisdiction, place of performance, applicable law
13.1) The place of performance for deliveries and services of INSEVIS Vertriebs GmbH is the registered office of INSEVIS Vertriebs GmbH.
13.2) If the contractual partner is a registered trader, the sole local and international place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of INSEVIS Vertriebs GmbH.
13.3) The contractual relationship shall be governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14. Miscellaneous, written form
14.1) If one or more provisions of a contract, including these General Terms and Conditions, are invalid, this does not affect the validity of the remaining provisions. The parties will replace invalid provisions with valid ones that come as close as possible to the economic purpose. The same procedure applies in the event of any gaps in the contract. Changes and additions to these provisions must be made in writing.
General Terms and Conditions of INSEVIS Vertriebs GmbH
1. General
1.1) The following General Terms and Conditions shall apply to all orders, deliveries and services (hereinafter referred to as ‘Deliveries’), including future orders, unless expressly agreed otherwise in the contract.
1.2) Any conflicting terms and conditions of business of contractual partners are hereby expressly rejected in the event of deviations, additions, etc. The terms and conditions of the contractual partners are excluded unless they are expressly agreed to in writing.
1.3) The following terms and conditions apply exclusively to orders from and deliveries to ‘entrepreneurs’ within the meaning of § 310 Abs. 1 in combination with § 14 BGB and not to a ‘consumer’ within the meaning of § 13 BGB.
2. Content of the contract, scope of delivery, partial deliveries
2.1) The scope of delivery etc. is determined by the order or the order confirmation of INSEVIS Vertriebs GmbH.
2.2) INSEVIS Vertriebs GmbH reserves the unrestricted property and copyright utilisation rights to offers, cost estimates, drawings, circuit diagrams, samples, software and other documents. These may only be made accessible to third parties with the prior written consent of INSEVIS Vertriebs GmbH, whereby the customer must ensure that any disclosure is excluded. All documents are to be returned immediately upon request if the order is not placed with INSEVIS Vertriebs GmbH.
2.3) INSEVIS Vertriebs GmbH is authorised to make partial deliveries, insofar as this is reasonable for the customer.
3. Delivery time, deadlines, right of retention
3.1) Delivery dates and deadlines are non-binding for INSEVIS Vertriebs GmbH, unless they have been expressly agreed as binding in the contract. If delays are apparent, INSEVIS Vertriebs GmbH undertakes to inform the contractual partner as soon as possible.
3.2) All delivery dates are subject to correct and timely delivery to INSEVIS Vertriebs GmbH by its own suppliers. Disruptions in INSEVIS Vertriebs GmbH’s own business operations or those of its upstream suppliers for which INSEVIS Vertriebs GmbH is not responsible, in particular strikes and lockouts, as well as cases of force majeure based on an unforeseeable and non-culpable event or consequences of armed conflicts, shall extend an agreed delivery time accordingly. If the performance of INSEVIS Vertriebs GmbH becomes impossible or significantly more difficult as a result, INSEVIS Vertriebs GmbH may withdraw from the contract in whole or in part.
3.3) The customer is entitled to withdraw from the contract after a written reminder of the delivery and if INSEVIS Vertriebs GmbH does not deliver within a reasonable grace period to be set by the customer.
3.4) Compliance with an expressly agreed delivery period is subject to the condition that all documents to be supplied by the contractual partner, necessary authorisations, approvals, etc. are available, that the plans have been clarified and approved in good time and that the agreed terms of payment and other obligations are complied with by the contractual partner.
3.5) INSEVIS Vertriebs GmbH is entitled to exercise a right of retention if due claims from previous deliveries or services have not been settled by the contractual partner, even if the delivery time has been contractually agreed.
3.6) The delivery deadline shall be deemed to have been met if the ready-to-use consignment has been dispatched within the agreed delivery or performance deadline.
4. Terms of payment, offsetting conditions, right of retention
4.1) The prices of INSEVIS Vertriebs GmbH are net prices ex works. All costs for dispatch ex works, packaging, transport insurance, etc. are charged separately. Value added tax will be charged separately.
4.2) Offsetting by the contractual partner is only permissible with undisputed or legally established claims, as is a right of retention.
5. Transfer of risk
5.1) The risk shall also pass to the customer in the case of carriage paid delivery, replacement deliveries and rectification of defects as soon as INSEVIS Vertriebs GmbH has handed over the item to the forwarding agent, carrier, the person designated to dispatch it or the person collecting it.
5.2) If the customer returns goods to INSEVIS Vertriebs GmbH, the customer bears the risk until the goods are handed over at the business premises of INSEVIS Vertriebs GmbH as well as the freight costs.
6. Retention of title
6.1) All deliveries/services of INSEVIS Vertriebs GmbH are exclusively subject to retention of title, even if INSEVIS Vertriebs GmbH has not expressly referred to this.
6.2) Delivered goods remain the property of INSEVIS Vertriebs GmbH until the fulfilment of all claims against the customer arising from the mutual business relationship. Prior to full payment, the customer is generally prohibited from pledging, transferring ownership by way of security or reselling the goods.
6.3) As long as ownership has not yet been transferred to the customer, the customer is obliged to treat the purchased item with care and to store it carefully. In particular, the customer is obliged to insure it adequately against theft and damage at their own expense.
6.4) If the (co-)ownership of INSEVIS Vertriebs GmbH expires due to combination, mixing or processing, it is hereby agreed that the buyer’s ownership of the resulting uniform item shall be transferred to INSEVIS Vertriebs GmbH in proportion to the invoice value.
6.5) As long as ownership has not yet been transferred to the customer, the customer must inform INSEVIS Vertriebs GmbH immediately in writing if ownership is jeopardised by impending or completed seizure, retention, enforcement measures, insolvency or if ownership is exposed to other interventions by third parties, etc. In the event of enforcement or insolvency, the ownership of INSEVIS Vertriebs GmbH must be pointed out immediately.
6.6) The customer is authorised to resell the reserved goods in the normal course of business. The customer hereby assigns their claims, etc. from the resale of the reserved goods to INSEVIS Vertriebs GmbH in the amount of the invoice amount including VAT and INSEVIS Vertriebs GmbH accepts this assignment. The authorisation of INSEVIS Vertriebs GmbH to collect the claim itself remains unaffected.
7. Claims for damages, contractual penalty
7.1) Any liability of INSEVIS Vertriebs GmbH, in particular claims for damages and reimbursement of expenses by the contractual partner, is excluded. This applies in particular to non-performance or poor performance and to liability for consequential or indirect damages. This does not apply if expressly agreed otherwise in writing or if an exclusion of liability is not permitted by law, e.g. in cases of intent, gross negligence or injury to life, health or body or in the case of liability under the Product Liability Act.
7.2) Any liability of INSEVIS Vertriebs GmbH upon conclusion of the contract is expressly waived and INSEVIS Vertriebs GmbH accepts the waiver.
7.3) Contractual penalties are excluded unless expressly agreed otherwise in writing.
8. Limitation period, suspension of the limitation period
The limitation period for warranty claims and other claims against INSEVIS Vertriebs GmbH is – for periods longer than one year – only twelve months. In the case of shorter statutory or agreed limitation periods, the shorter limitation period shall apply. The shortening of the limitation period shall not apply if this is excluded by law, in particular not in the case of fraudulent concealment of a defect. The statutory provisions on suspension of expiry, suspension and recommencement of the limitation periods shall remain unaffected. Settlement negotiations shall be deemed to have ended if INSEVIS Vertriebs GmbH does not respond in writing to a letter from the contractual partner for more than 8 weeks.
9. Warranty
9.1) A guarantee that goes beyond the statutory warranty provisions is only granted in the case of an express written assurance.
9.2) INSEVIS Vertriebs GmbH provides a warranty for the delivered goods in accordance with the statutory provisions. The warranty period begins with the delivery of the goods. The goods must be inspected by the customer immediately after delivery by INSEVIS Vertriebs GmbH. Defects, the absence of warranted characteristics, transport damage, shortages and incorrect deliveries, etc. must be reported to INSEVIS Vertriebs GmbH in writing immediately after receipt of the delivery, with immediate cessation of any handling or processing. Any hidden defects must be reported in writing immediately after their discovery. In the event of failure to notify INSEVIS Vertriebs GmbH in due time, the delivery shall be deemed approved. In the case of timely and justified notices of defects, INSEVIS Vertriebs GmbH is entitled, at its discretion, to repair or replace the goods. The customer’s right to a reduction in price in the event of failure of subsequent fulfilment or withdrawal remains unaffected.
9.3) The following circumstances exclude a warranty and/or an exceptionally granted written guarantee – unless the defect has been fraudulently concealed:
– Damage caused by errors during installation by the customer or third parties, improper use, fire, lightning or force majeure.
– Improperly carried out repairs and attempted repairs as well as other interventions by customers or other persons not authorised by INSEVIS Vertriebs GmbH to do so.
– Damage caused by non-compliance with the operating instructions or other instructions from INSEVIS Vertriebs GmbH personnel.
– Transport damage and damage caused by use in environmental areas not intended for this purpose.
9.4) For used goods that have been labelled as used by INSEVIS Vertriebs GmbH and are delivered at the express request of the customer, any warranty is excluded. Used goods are sold as seen.
9.5) Costs and expenses incurred by INSEVIS Vertriebs GmbH in the event of unjustified complaints shall be reimbursed by the contractual partner.
10. Software
10.1) Insofar as software is implemented in a contractual object, the following applies: In the event of software errors that impair contractual use to a more than insignificant extent, INSEVIS Vertriebs GmbH reserves the right to choose whether to eliminate the error by installing a different software version, by providing instructions on how to eliminate the error or by avoiding the effects of the error.
10.2) INSEVIS Vertriebs GmbH does not guarantee that the software to be installed will work without interruption or error and that the functions contained in the software will be executed in all combinations selected by the buyer and will meet the buyer’s requirements.
11. Impossibility of performance, adaptation of the contract
11.1) If the delivery or service incumbent upon INSEVIS Vertriebs GmbH becomes impossible, the general legal principles shall apply with the following proviso: If the impossibility is due to the fault of INSEVIS Vertriebs GmbH, the contractual partner shall be entitled to claim damages. However, the customer’s claim for damages shall be limited to 10% of the value of that part of the delivery or service which could not be put to the intended use due to the impossibility. Claims for damages exceeding the aforementioned amount of 10% are excluded. This shall not apply in cases of mandatory liability based on intent or gross negligence or in cases of injury to life, limb or health.
11.2) If unforeseen events significantly change the economic significance or the content of the delivery or service or affect the operation of INSEVIS Vertriebs GmbH, the contract will be adjusted appropriately by INSEVIS Vertriebs GmbH, provided that the change is reasonable for the customer, taking into account the interests of INSEVIS Vertriebs GmbH. If this is not economically justifiable, INSEVIS Vertriebs GmbH may withdraw from the contract. The withdrawal shall be communicated to the customer immediately after knowledge of the reason.
12. Export licenses, foreign countries
12.1) The contractual partner shall be responsible for any necessary official export licences and shall obtain these themselves. INSEVIS Vertriebs GmbH assumes no responsibility or liability for any necessary official export licences.
12.2) The contractual partner declares that they will observe all export regulations, export restrictions and other regulations of foreign trade law, in particular those of Germany, the EU and the EU member states or of the country to be supplied, and will ensure that their contractual partners also comply with these regulations. The contractual partner undertakes to provide all necessary notifications, information and other declarations properly and completely and to inform INSEVIS Vertriebs GmbH if the delivery is to be used for the following purposes: chemical, biological or nuclear weapons, missile technology or other military use.
12.3) The contractual partner shall bear all customs duties, taxes or levies arising from a delivery abroad or service abroad. Any compensation by INSEVIS Vertriebs GmbH for delays, cancellations or additional expenses relating to the delivery due to export regulations and permits under the applicable law is excluded.
13. Place of jurisdiction, place of fulfilment, applicable law
13.1) The place of fulfilment for deliveries and services of INSEVIS Vertriebs GmbH is the registered office of INSEVIS Vertriebs GmbH.
13.2) If the contractual partner is a merchant, the sole local and international place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of INSEVIS Vertriebs GmbH.
13.3) Contractual relations shall be governed by the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14. Other provisions, written form
14.1) Should one or more provisions of a contract, including these GTC, be invalid, this shall not affect the validity of the remaining provisions. The parties shall replace ineffective provisions with effective ones that come as close as possible to the economic purpose. The same procedure shall apply in the event of a contractual loophole. Amendments and supplements to these provisions must be made in writing.