Conditions
Terms of Service
§ 1 General, Scope
(1) These General Sales Conditions (GTC) apply to all business relationships of inapec solutions (hereinafter "inapec") with their customers (hereinafter referred to as "Buyer"). The GTC apply only if the buyer is an entrepreneur (§ 14 BGB).
(2) The general terms and conditions apply in particular to contracts for the sale and / or delivery of goods (hereinafter referred to as "goods"), irrespective of whether inapec manufactures the goods itself or purchases them from suppliers.
(3) These GTC apply exclusively. Divergent, conflicting or supplementary terms and conditions of the buyer shall only become part of the contract if inapec has expressly agreed to their validity. This approval requirement applies in any case, for example, even if inapec, knowing the terms and conditions of the buyer, performs the delivery without reservation.
(4) Legally relevant declarations and notifications to be submitted by the purchaser to inapec after the conclusion of the contract (eg setting of deadlines, notification of defects, declaration of withdrawal or reduction) must be submitted in writing, ie in written or text form (eg letter, e-mail). Statutory formal requirements and further proof, especially in case of doubt about the legitimacy of the declarant, remain unaffected.
§ 2 Conclusion of contract
(1) Offers made by inapec are non-binding. This also applies if the buyer, product descriptions, delivery programs, company presentations or other documents - even in electronic form - are left. Incidentally, inapec reserves its ownership rights and copyrights to these documents. The documents may not be made accessible to others without the consent of inapec and must be returned to inapec immediately upon request.
(2) The presentation and promotion of articles on the homepage of inapec or in the delivery program does not constitute a binding offer to conclude a sales contract, but an invitation to the buyer to order the products described on the website or in the delivery program (Invitatio ad offerendum) ,
(3) The order of the goods by the buyer per, e-mail, post or telephone is considered a binding contract offer. Unless otherwise stated in the order, the buyer is bound to this offer for a period of 2 weeks.
(4) inapec will confirm the receipt of the submitted order immediately in writing, in text form. Such a confirmation does not constitute a binding acceptance of the order unless, in addition to confirming the receipt, the acceptance is declared at the same time.
(5) A contract is only concluded when inapec accepts the order by an order confirmation or by the delivery of the ordered articles.
§ 3 Delivery time and delivery delay
(1) The delivery period is individually agreed or specified by inapec upon acceptance of the order. If this is not the case, the delivery period is approximately two to four weeks from the conclusion of the contract.
(2) In the case of orders from customers with headquarters abroad or with justified indications of a risk of payment default, inapec reserves the right to deliver only after receipt of the purchase price plus shipping costs (prepayment reservation). If inapec makes use of the advance payment reservation, inapec will inform the customer immediately. In this case, the delivery period starts with payment of the purchase price and shipping costs.
(3) If inapec can not meet binding delivery deadlines for reasons for which it is not responsible (unavailability of the service), it will inform the buyer without delay and at the same time notify the expected new delivery deadline. If the service is not available within the new delivery period, inapec is entitled to withdraw from the contract in whole or in part. Any payment already made by the buyer will be refunded immediately by inapec.
(4) The default of delivery by inapec shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the buyer is required. If inapec is in default of delivery, the buyer may demand a flat-rate replacement of his delay damage. The damage flat rate for each completed calendar week of default is 0.5% of the net price (delivery value), but not more than 5% of the delivery value of the delayed delivered goods. inapec reserves the right to prove that the purchaser did not incur any damage or only a significantly lower damage than the above-mentioned lump sum.
§ 4 Delivery, Transfer of Risk, Acceptance, Default of Acceptance
(1) Unless otherwise agreed, inapec is entitled to determine the type of shipment (in particular transport company and shipping route, packaging) itself. At the request and expense of the buyer, the goods will be sent to another destination (consignment purchase)
(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. However, in the case of consignment purchase, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the forwarder, the carrier or the person or institution otherwise responsible for carrying out the consignment.
(3) If the buyer is in default of acceptance, fails to cooperate or if the delivery of inapec is delayed for other reasons for which the buyer is responsible, inapec shall be entitled to demand compensation for the resulting damage including additional expenses (eg storage costs). For this, inapec calculates a lump-sum compensation in the amount of 0.5% of the order value per calendar week beginning with the delivery date or - in the absence of a delivery period - with the notification of readiness for dispatch of the goods. Overall, the lump sum may not exceed the damage to be expected after the usual course of events. Proof of higher damage and the statutory claims of inapec (in particular compensation for additional expenditure, reasonable compensation, termination) remain unaffected. The lump sum is however to be counted on further money claims. The buyer is entitled to prove that inapec has incurred no damage at all or only a significantly lower one than the above flat rate.
§ 5 Prices and Terms of Payment
(1) Unless otherwise agreed in individual cases, the current prices quoted by inapec shall apply at the time of the conclusion of the contract, ex works, plus statutory sales tax and shipping costs. The binding price is documented by the order confirmation.
(2) The buyer may transfer the invoice amount at his choice to inapecs account indicated on the invoice
(3) Unless otherwise agreed, the purchaser bears the transport costs in the case of a consignment sale (§ 4 (1)). Any duties, fees, taxes and other public charges shall also be borne by the buyer.
(4) Unless otherwise agreed, the purchase price is due immediately upon invoicing and delivery or acceptance of the goods.
(5) Upon expiry of the above payment period, the buyer is in default. The purchase price is subject to interest during the default at the applicable statutory default interest rate. inapec reserves the right to assert further damage caused by delay. The claim of inapec on the commercial maturity interest remains unaffected.
(6) The buyer is not entitled to set off the claims of inapec, unless the counterclaims are legally established or undisputed. The buyer is also entitled to offset against the claims of inapec if the complaints or counterclaims of the buyer from the same purchase contract are asserted. The buyer can exercise a right of retention only if the counterclaim results from the same purchase agreement.
§ 6 Retention of title
(1) Inapec retains ownership of the goods sold until complete payment of all present and future claims of inapec arising from the purchase contract and an ongoing business relationship (secured claims).
(2) The goods subject to retention of title may not be pledged to third parties or transferred as collateral before complete payment of the secured claims. The buyer must notify inapec immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties (eg seizure) access the goods from inapec.
§ 7 claims for defects
(1) For the rights of the buyer in the case of material and legal defects, the statutory provisions shall apply, unless otherwise specified below.
(2) The basis of Inapec's liability for defects is above all the agreement made on the nature of the goods. As an agreement on the condition of the goods, the product descriptions (also of the manufacturer, in particular from samples and technical documentation) designated as such, which are left to the buyer before his order or are included in the contract in the same way as these terms and conditions apply.
(3) The claims of the purchaser for defects presuppose that he has fulfilled his statutory inspection and complaint obligations. If there is a defect during the examination or later, inapec must be notified immediately in writing. In any case, obvious defects must be reported in writing within 5 working days from the date of delivery and any defects that can not be identified during the investigation within the same period from discovery. If the purchaser fails to properly inspect and / or report a defect, Inapec's liability for the defect that is not or is not displayed in a timely or improper manner is excluded under statutory provisions.
(4) If the delivered goods are defective, inapec can first of all choose whether supplementary performance shall be provided by removal of the defect (repair) or by delivery of a defect-free object (replacement delivery). inapec's right to refuse supplementary performance under statutory conditions remains unaffected
(5) inapec is not entitled to make the subsequent performance owed dependent on the fact that the buyer pays the due purchase price. However, inapec is entitled to retain part of the purchase price that is appropriate in relation to the defect.
(6) The buyer must give inapec the time and opportunity necessary for the owed supplementary performance, in particular to hand over the rejected goods for examination purposes. In the case of a replacement delivery, inapec may demand that the buyer return the defective item in accordance with the statutory provisions.
§ 8 Other liability
(1) Insofar as these GTC, including the following provisions, state otherwise, inapec shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
(2) Inapec shall be liable for damages - regardless of the legal grounds - in case of intent and gross negligence. In case of ordinary negligence, inapec shall only be liable
a) for damage resulting from injury to life, limb or health,
b) for damages resulting from the substantial breach of a material contractual obligation (obligation the fulfillment of which makes the proper execution of the contract possible in the first place and on the compliance of which the contractual partner can regularly rely and trust); however, inapec's liability is limited to compensation for foreseeable, typically occurring damage.
(3) The liability limitations resulting from para. 2 also apply to breaches of duty by or for the benefit of persons whose fault is attributable to inapec according to legal regulations. They do not apply if inapec has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods. The same applies to claims of the buyer under the Product Liability Act.
§ 9 Statute of limitations
(1) Notwithstanding the statutory provisions, the general limitation period for claims for material defects and defects of title shall be one year from the date of delivery. Insofar as an acceptance has been agreed, the statute of limitations begins with the acceptance.
(2) The above periods of limitation of the purchase right also apply to contractual and non-contractual claims for damages of the buyer, which are based on a defect of the goods, unless the application of the regular statutory limitation period would lead to a shorter limitation period in individual cases. The limitation of the product liability law remain unaffected in any case. Otherwise, the purchaser's claims for damages pursuant to § 8 are exclusively subject to the statutory limitation periods.
§ 10 Choice of law and jurisdiction
(1) For these GTC and all legal relationships between inapec and the buyer, the law of the Federal Republic of Germany applies to the exclusion of international uniform law, in particular the UN Sales Convention.
(2) If the purchaser is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the domicile of inapec in Düsseldorf. The same applies if the buyer is an entrepreneur within the meaning of § 14 BGB. However, inapec is in all cases also entitled to bring an action at the place of performance of the delivery obligation in accordance with these GTS or a priority individual agreement or at the general place of jurisdiction of the buyer. Priority laws, especially exclusive jurisdictions, remain unaffected.
(3) The invalidity of one or more provisions of this Agreement shall not affect the validity of the remainder of this Agreement. Should a clause of this agreement be or become null and void, it shall be replaced by a provision which comes closest to what the parties intended.
Dusseldorf, as of May 2019