General terms and conditions of business
of INSEVIS Vertriebs GmbH
1. General
1.1) The following General Terms and Conditions 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 contradictory terms and conditions of contracting parties are hereby expressly rejected in the event of deviations, additions, etc. The terms and conditions of the contracting parties 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 Section 310 Paragraph 1 in conjunction with Section 14 of the German Civil Code (BGB) and not to “consumers” within the meaning of Section 13 of the German Civil Code (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 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 self-supply Disruptions to INSEVIS Vertriebs GmbH's own business operations or those of its suppliers for which it is not responsible, in particular strikes and lockouts, as well as cases of force majeure that are based on an unforeseeable and unavoidable event or the consequences of armed conflict, extend an agreed delivery time accordingly. If this makes it impossible or significantly more difficult for INSEVIS Vertriebs GmbH to provide the service, INSEVIS Vertriebs GmbH can 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 deadline 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 a timely manner, and that the agreed payment conditions and other obligations are complied with by the contractual partner.
3.5) INSEVIS Vertriebs GmbH is entitled to exercise a right of retention to which it is entitled in cases where outstanding claims from previous deliveries or services have not been settled by the contractual partner, even if a delivery time has been contractually 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) The prices of INSEVIS Vertriebs GmbH are net prices ex works. All costs for shipping ex works, packaging, transport insurance, etc. are charged separately. VAT is charged separately.
4.2) Set-off by the contractual partner is only permitted with undisputed or legally established claims, as is a 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 of NSEVIS Vertriebs GmbH are 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) The customer is obliged, as long as ownership has not yet been transferred to him, to treat the purchased item with care and to store it carefully; in particular, he is obliged to adequately insure it against theft and damage at his own expense.
6.4) If the (co-)ownership of INSEVIS Vertriebs GmbH expires 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 its value, based on the invoice value.
6.5) As long as ownership has not yet been transferred to the customer, the customer must immediately notify INSEVIS Vertriebs GmbH in writing if the property is at risk due to threatened or actual seizure, retention, compulsory enforcement measures, insolvency or if the property is subject to other interventions by third parties, etc. In the event of enforcement and insolvency, the ownership of INSEVIS Vertriebs GmbH must be pointed out immediately.
6.6) The customer is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns his claims, etc. from the resale of the reserved goods to INSEVIS Vertriebs GmbH in the amount of the invoice including VAT and INSEVIS Vertriebs GmbH accepts this assignment. The authority 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 also applies in particular in the event of non-performance or poor performance and for liability for consequential damages or indirect damages. This does not apply unless otherwise expressly agreed in writing or an exclusion of liability is not legally permissible, e.g. in cases of intent, gross negligence or injury to life, health or body 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 only twelve months for periods longer than one year. In the case of shorter statutory or agreed limitation periods, the shorter limitation period remains. The shortening of the limitation period does 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 the expiry, suspension and restart of the periods remain unaffected. Settlement negotiations are deemed to have ended if INSEVIS Vertriebs GmbH does not respond in writing to a letter from the contractual partner for more than eight 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 goods delivered in accordance with the statutory provisions. The warranty period begins with the delivery of the goods. The customer must inspect the goods immediately after delivery by INSEVIS Vertriebs GmbH. Defects, the lack of guaranteed properties, transport damage, shortages and incorrect deliveries, etc. must be reported in writing to INSEVIS Vertriebs GmbH immediately after receipt of the delivery, with any processing or handling immediately stopped. Any hidden defects must be reported in writing immediately after they are discovered. If notification is not made in a timely manner, the delivery is deemed to have been approved. In the case of complaints about defects that are made in a timely manner and are justified, INSEVIS Vertriebs GmbH is entitled, at its discretion, to make improvements or to 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 remains unaffected.
9.3) The following circumstances exclude any warranty and/or an exceptional written guarantee - unless the defect was fraudulently concealed:
- Damage caused by errors in installation by the customer or third parties or improper use or due to fire, lightning or force majeure.
- improperly carried out repairs and repair attempts as well as other interventions by customers or other persons not authorised by INSEVIS Vertriebs GmbH
- Damage caused by non-compliance with the operating instructions or other instructions from INSEVIS Vertriebs GmbH staff
- Transport damage and damage caused by use in areas 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 due to unjustified complaints about defects must be reimbursed by the contractual partner.
10. Software
10.1) To the extent that software is implemented in a contractual object, the following applies:
In the case of software errors that significantly impair the contractual use, INSEVIS Vertriebs GmbH reserves the right 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 operate without interruption or errors 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/contract adjustment
11.1) If INSEVIS Vertriebs GmbH is unable to deliver or provide the service required of it, the general legal principles shall apply subject to the following proviso:
If the impossibility is due to the fault of INSEVIS Vertriebs GmbH, the contracting party is entitled to claim damages, however the customer's claim for damages is limited to 10 % of the value of that part of the delivery or service which could not be put into appropriate operation due to the impossibility. Claims for damages exceeding the stated amount of 10 % are excluded.
This does not apply in cases of intent or gross negligence where liability is mandatory or where life, body or health are injured.
11.2) If unforeseen events significantly change the economic significance or content of the delivery or service or affect the operations 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 can withdraw from the contract. The customer must be informed of the withdrawal immediately after the reason is 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 contracting partner declares that he will observe all export regulations and export restrictions and other provisions of foreign trade law, in particular in Germany, the EU and the EU member states, or in the country to be supplied, and that he will ensure that his contracting partners also comply with these regulations. The contracting 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 charges that arise when delivering abroad or providing services abroad. Any compensation by INSEVIS Vertriebs GmbH is excluded for delays, cancellations or additional expenses for delivery by INSEVIS Vertriebs GmbH due to export regulations and approvals of the relevant 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 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) The contractual relationships are subject to the Law of the Federal Republic of Germanyexcluding 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.