Terms and Conditions

1.     Applicability 

1.1 Business transactions as well as purchase and supply contacts between us, INELDIS GmbH, and the commercial buyer, a public-law entity, or special public law funds, hereinafter each “buyer”, shall be governed exclusively by the following General Terms and Conditions of Sale as amended (hereinafter “GTC”).

1.2 Our GTC shall apply exclusively also to all future contracts concluded between us and the commercial buyer, even if these GTC are not expressly included.

1.3 We herewith expressly object to the buyer’s terms and conditions of purchase. They shall only apply as far as we have expressly agreed to them in writing. Our unconditional performance of a purchase order or any other performance despite our knowledge of conflicting terms and conditions of purchase shall not imply our consent.

 

 

2.     Quotations

2.1 Our quotations shall always be subject to change. Orders of the buyer shall be deemed accepted by us if we expressly confirmed them.

2.2 Every contract is concluded under our reservation of correct and timely self-supply. We will inform the buyer without undue delay of the unavailability of the ordered good and redeem any consideration made in case of cancellation.

2.3 Any statement on products specifications and other information in our catalogues are of a preliminary nature and non-binding and may be altered by us prior to the conclusion of a contract. The specifications of a product at the time of the conclusion of a contract shall apply exclusively.

2.4 The documents which form a part of the quotation, in particular illustrations, drawings and dimensional data, shall be authoritative approximately only unless they are expressly referred to as binding.

 

 

3.     Delivery, Dispatch, Delivery Dates, Right of Retention, Force Majeure

3.1 All deliveries shall take place ex works Munich, unless agreed otherwise.

3.2 The risk of deterioration and of accidental destruction of goods we deliver shall pass to the buyer upon hand-over or dispatch.

3.3 In case shipment by forwarder of carrier is agreed we shall perform the contract by handing over the goods to the forwarder or carrier or to any other person appointed to carry out the shipment. The day of dispatch of the goods, or of hand-over to the forwarder or carrier shall be deemed equivalent to the day of hand-over and delivery, even if it is no purchase by shipment.

3.4 Dates of delivery shall be non-binding at all times unless they have been expressly agreed upon in writing as fixed dates.

3.5 We are entitled to withhold every delivery, until all accounts receivable from orders which we already performed, in particular through delivery, or a balance of accounts are fully and finally settled.

3.6 Delays in delivery or performance due to force majeure or due to events which make it materially more difficult or impossible for us to make delivery, including in particular strike, lockout, official directives, acts of God, administrative decrees, operational disruptions, shortage of raw materials, pandemics, epidemics, unavailability of an important piece of work etc., shall not be imputable to us, even in the case of periods or dates bindingly agreed upon. They shall not entitle the buyer to withdraw orders or to assert damage claims of any kind unless the hindrance persists for more than three (3) months; in such case, the buyer shall, after having set a reasonable respite period, be entitled to cancel the contract in respect of the part not yet performed, without this resulting in any obligation on our part regarding compensatory damages.

3.7 Partial deliveries shall be permitted.

 

 

4.     Notifications of Defects

4.1 In any event, our liability for defects shall depend on the buyer’s examination of the goods for defects without undue delay, however no later than seven (7) days, upon receipt. The buyer must give notification of all apparent defects without undue delay. Any hidden defect must be notified by the buyer without undue delay, however no later than seven (7) days, after its discovery. Every notification of defects by the buyer must be made in writing. The buyer’s notification of defects must specify the respective goods and the respective defect in the goods. The date of receipt of the notification of defects at our company shall be authoritative for observance of the time limit. If the buyer omits to give notification of defects, the goods shall be deemed approved.

4.2 Immaterial deviations of the delivered good in product specifications, in particular in color, in dimensions or in quality of performance characteristics shall not result in any claims of the buyer, particularly no defect-related rights. A deviation is immaterial if it does not affect the usability of the delivered good. A deviation is also immaterial, if the removal of the deviation requires expenses of not more than 5% of the purchase price of the respective delivered good.

 

 

5.     Partial Rolls, Repackaged Goods

5.1 To the extent we sell our goods, in particular partial rolls and rolls, without their original packaging, ie if the goods are no longer packed in the packaging chosen by the manufacturer, in particular for rolls, bars, trays or other packaging, this shall not qualify as a defect of the goods.

5.2 If the goods are sold without the original packaging of the manufacturer, traceability of the goods to the manufacturer is excluded at all times, in particular traceability using lot codes or similar identifiers. This applies accordingly to repackaged goods.

 

 

6.     Liability for Defects, Liability Period, Damages, Supplier’s regress

6.1 Rights of the buyer in case of a defect are limited to supplementary performance upon our choice, i.e. the replacement or the reinstatement of the delivered defective good. Our right to refuse supplementary performance pursuant to statutory provisions remains unaffected.

6.2 If the replacement or the reinstatement fails the buyer shall be entitled to abate the purchase price or, at its option, cancel the contract. In case of an insignificant defect the right to cancel the contract does not exist. Supplementary performance shall be deemed to have failed after the third unsuccessful attempt.

6.3 Supplementary performance does not include dismounting of the defective good or its mounting unless we were initially obligated to mount the good.

6.4 The buyer shall be liable to us for all our further expenses and costs as caused by the buyer which exceed what is necessary for supplementary performance. Further expenses are in particular expenses which are increased because the good was brought to another place than the business seat of the buyer.

6.5 If supplementary performance (replacement or reinstatement) is impossible for us, in particular in, but not limited to, any case of non-availability of replacement goods in the event of discontinuation of the goods by the manufacturer, the rights of the customer shall be governed by applicable statutory provisions.

6.6 Claims regarding transport, shipment, reconsignment, travel, as well as work costs which are incurred due to inspection and supplementary performance will be borne by us according to statutory provisions, if a defect exists. Otherwise we are entitled to claim the reimbursement of any inspection, transport, shipment, reconsignment, travel, as well as work costs arising from the unjustified claims for defects, unless the freedom from defects was unrecognizable for the buyer.

6.7 Damages claims shall be governed by the stipulations of these CTG.

6.8 The liability period for defects shall be one year upon dispatch or handing over according to the stipulations of these GTC.

6.9 We do not make any independent warranty promises to the buyer or third parties beyond our statutory liability for defects, unless expressly agreed otherwise.

6.10 Claims arising from recourse against supplier shall be governed by statutory provisions. Claims arising from recourse against supplier are excluded if the buyer or another commercial entity processed the defective good, in particular by mounting it into another product.

 

 

7.     Spare parts

Supplementary performance in case of discontinuation of goods.

We shall be obligated provide replacement goods and spare parts, if expressly agreed between us and the buyer.

 

 

8.     Default

In case of our default, cancellation of the contract as well as claiming compensatory damages shall require the setting of a reasonable respite period by the buyer, whereas the respite period must be proportionate to the type and scope of the order. If we are in default, we are liable for damages due to default according to statutory provisions in case of wilful intent, gross negligence as well as in cases of injury to life, body or health. In all other cases of default our liability shall be limited to an amount equivalent to 30 % of the foreseeable and typical loss.

 

 

9.     Liability

Our liability shall be unlimited in cases of intent and gross negligence, as well as in cases of fraud. Any liability arising out of minor negligence on our side shall only give rise to damages that, based on this agreement, were typically predictable and only if an obligation with significant meaning to the achievement of the purpose of this agreement was violated. We shall not be liable beyond the foregoing, regardless of the basis of the claim. The above-mentioned limitations and exclusions of liability shall not apply to claims based on losses arising from injury to life, body or health or to claims under the Product Liability Act [Produkthaftungsgesetz]. To the extent our liability is limited or excluded, our liability for breaches of contract by our agents in contract and agents in tort shall likewise be limited or excluded.

 

 

10.   Payment

10.1 The prices are understood to be ex works and plus the respective applicable statutory value-added tax.

10.2 Our invoices shall be due for payment 7days of the invoice date net free of charge unless agreed otherwise in annual arrangements or condition agreements.

10.3 In the event of arrears of net payment, we shall have the right to charge default interest at the rate of 9 percentage points above the respective valid statutory base interest rate.

10.4 If the buyer is in arrears of payment or if justified doubts about its financial standing arise, we are entitled to declare all outstanding accounts receivable due for payment with immediate effect.

10.5 The buyer shall only be entitled to offset on the basis of claims which are undisputed or have been determined with legal finality. The assertion of rights to refuse performance or of rights of retention shall be limited to the same legal relationship.

 

 

11.   Retention of Title

11.1 The sold goods shall remain our property until the buyer has fully paid the respective purchase price for these respectively sold goods. This shall apply accordingly to software.

11.2 The buyer shall properly hold the goods in safekeeping until the transfer of title. The buyer shall be entitled to resale the delivered goods in the ordinary course of business. The buyer shall not be entitled to make any other dispositions, in particular not the pledging or the transfer of title as security.

11.3 If the delivered goods are resold to third parties, whether by reselling or by installation into buildings or land property, the buyer’s claim against the third party shall be assigned to us up to the sum of the purchase price, including VAT, shown in the order confirmation. We accept the respective assignment.

11.4 In the event of default in payment, the buyer shall be obligated to disclose the address of its debtors and the sum of the account receivable concerned.

11.5 Furthermore, if the buyer is in default with the payment of the agreed purchase price the account receivable against the third party shall be assigned beyond the amount of the purchase up to the additional amount of our loss caused by the default. We accept this assignment.

11.6 In the event of default, we shall be entitled to immediately disclose the assignment of the receivable to the third party and collect.

11.7 In the event of default with payment, we shall be entitled, even without exercising our cancellation rights and without setting a respite period, to demand the provisional surrender of the goods belonging to us at the buyer’s expense. Our request for surrender shall not be deemed to be a cancellation of the contract unless we expressly declared the cancellation of the contract. Subject to prior notice, we shall be entitled to dispose of the surrendered good and, following payment, supply the buyer anew within the customary period for delivery.

11.8 Loss, damage, seizure, or any other access by third parties in respect of the goods under retention of title or seizure of the accounts receivable assigned to us shall be notified to us without undue delay. Costs arising as a result of the assertion of our claims shall be reimbursed by the buyer.

11.9 Any processing (including the alteration) of delivered goods under retention of title by the buyer shall be made for us. If the good under retention of title is processed together with other goods which do not belong to us, in particular becomes part thereof, we shall receive joint ownership of the new good in relation of the value of the good under retention of title (purchase price plus VAT) to the value of the other processed good(s) at the time of processing. The buyer shall keep possession of the processed jointly owned new good for us free of charge.

11.10 If a good under retention of title is inseparably mixed or combined with other goods which do not belong to us, in particular through fitting, we shall receive joint ownership in the new good in relation of the value of the good under retention of title (purchase price plus VAT) to the value of the other processed good(s) at the time of combination or mixing. The buyer shall keep possession of the solely or jointly owned new good for us free of charge.

11.11 Goods, in which we hold sole or joint ownership according to sec. 11.9 as well as 11.10, shall be governed by the stipulations of this sec. 11 like goods delivered under the retention of title according to sec. 11.1.

 

 

12.    Limitations 

12.1 The period of limitation for claims and rights due to defects in deliveries - for whatever legal reason - is one year. This does not apply however in the cases of legal defects with immovable property or of buildings or equipment for buildings or of claims arising from recourse against supplier which are subject to a limitation period of three years.

12.2 The statute of limitations of para. 12.1 shall also apply to all claims for damages of the buyer against us which are related to a defect - regardless of the legal basis of the claim for damages.

12.3 To the extent claims for damages, regardless of their legal basis, exist against us and are not related to a defect, they are subject to a one-year limitation period.

12.4 The provisions on limitations above in sec. 12.1, 12.2 and 12.3 however apply with the following proviso:

a) The periods of limitation shall not apply in the case of our intent or in our fraudulent concealment of a defect or insofar as we have assumed a guarantee for the quality of the delivery products;

b) the limitation periods shall not apply to claims for damages (i) in case of a grossly negligent breach of duty, (ii) in the case of a culpable breach of essential contractual obligations beyond the delivery of a defective good, (iii) in cases of culpable injury life, body or health, or (iv) in the case of claims according to the Product Liability Act;

c) the limitation periods for claims for damages also apply to the reimbursement of futile expenses.

12.5 Each period of limitation begins upon the delivery of the respective goods.

12.6 Unless expressly set forth otherwise, the statutory provisions on the commencement of the limitation period, the suspension of limitations, the inhibition, and the new start of periods remain unaffected.

 

 

13.   Place of Performance, Place of Jurisdiction and Applicable Law 

13.1 The place of performance for the delivery and payment is the registered business seat of INELDIS GmbH.

13.2 If the buyer is a merchant Munich is the exclusive place of jurisdiction for all present and future claims arising from the business relationship. However, we shall be entitled to bring an action against the buyer at its place of general jurisdiction.

13.3 The legal relations in connection with this contract shall be governed exclusively by German substantive law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

 

 

14.   Alternative Dispute Resolution for Consumer Disputes

We do not commit to participate in alternative dispute resolution procedures in front of an alternative dispute resolution entity to resolve disputes with consumers.