Terms of service of ifw optronics

1. General information

These general terms and conditions apply exclusively to our business customers (business partners) and are based on all, including future deliveries and services of ifw optronics GmbH. At the latest with the order of the commodity or achievement these conditions consider as accepted. Conflicting business or purchasing conditions of our business partners are only recognized if they have been expressly agreed in writing. Collateral agreements and additions to the contract are legally invalid unless they have been confirmed in writing by ifw optronics GmbH. Purchasing conditions of our business partners do not obligate ifw optronics GmbH even if we have not expressly objected.

An order shall only be deemed accepted if it has been confirmed in writing by ifw optronics GmbH. The order is binding for the business partner. Telegraphic, telephone or oral supplements, amendments or additional agreements also require our written confirmation to be effective. Improvements or changes to the delivery or service of ifw optronics GmbH are permissible insofar as they are reasonable for the business partner, taking into account the interests of ifw optronics GmbH.

2. Offers

Offers by ifw optronics GmbH are non-binding and subject to change unless otherwise agreed. The documents belonging to an offer such as illustrations, drawings, weights and measurements are only approximate, unless they are expressly designated as binding. Ifw optronics GmbH reserves ownership and copyright to cost estimates, drawings and other documents, they may not be made accessible to third parties and must be treated as confidential documents.

For service and development contracts, a written date and price commitment is a non-binding guideline / target price and not a binding commitment, since unforeseen changes in dates and prices may occur.

3. Delivery and prices

For the scope of the delivery, the written order confirmation is authoritative.

Additional services not included in the offer will be charged separately. This applies in particular to measurements and calibrations within the scope of order processing, the necessity of which was not foreseeable at the time the offer was created or the order confirmation or which are carried out at the request of the business partner.

The prices are ex works plus packaging, insurance and postage / freight; the same applies to partial deliveries and urgent deliveries unless other conditions have been agreed separately. All prices are exclusive of VAT, which will be invoiced in accordance with the statutory requirements in the currently prescribed amount.

Unforeseeable changes of customs duties, import and export charges of Germany or any supplier countries, exchange rates etc. entitle ifw optronics GmbH to a corresponding price adjustment.

Delivery times are only valid after express written confirmation. Delivery periods begin with the date of our order confirmation, but not before clear clarification of all details of the order with the provision of any required certificates. They are deemed to have been met with the timely notification of the readiness for dispatch if the goods can not be sent in due time without our fault.

4. Payment

Invoices are to be paid within 14 calendar days of the invoice date without deduction of discounts in cash or by bank transfer to our business account, unless another method of payment has been agreed. The payment is deemed to be the day of the credit at the paying agent of the supplier. Payments are to be made free to our paying agent. The settlement of the invoice amount by bill of exchange and credit card will not be accepted.

If the payment deadline is exceeded, ifw optronics GmbH reserves the right to charge interest at least to the statutory amount. The counterparty also bears all the costs of recovery, judicial and enforcement costs.

The withholding of payments or offsetting due to any counterclaims of the counterparty disputed by the supplier are not permitted. All payments are, regardless of other provisions of the business partner, generally credited to the oldest debt and there first to interest and costs.

5. Retention of title

The goods from all deliveries remain the property of ifw optronics GmbH until all receivables plus additional costs and any interest have been paid. If the business partner sells the delivered goods, he assigns all claims against his buyer with all ancillary rights to the accepting ifw optronics GmbH.

During the period of retention of title, the business partner must insure the delivery item against all possible damages. Processing and processing of the reserved goods is carried out for ifw optronics GmbH as a manufacturer within the meaning of § 950 BGB, without obliging us. The processed goods are considered as reserved goods within the meaning of the first paragraph. If the business partner is processing, combining and mixing the reserved goods with other goods, ifw optronics GmbH is entitled to co-ownership of the new item in proportion of the invoice value of the reserved goods to the invoice value of the other goods used. If our property lapses due to combination or mixing, the business partner hereby assigns to him the property rights to the new stock or the property to the extent of the invoice value of the reserved goods and holds it free of charge for ifw optronics GmbH. The resulting co-ownership rights are considered reserved goods within the meaning of the first paragraph.

The business partner shall only be entitled to sell, process or combine the goods subject to retention of title or to otherwise install them in the course of due business operations and as long as he is not in default (hereinafter referred to as resale). Any other disposal of the reserved goods is inadmissible. Attachments made by third parties or other accesses to the reserved goods must be reported to us immediately. All intervention costs shall be borne by the business partner insofar as they can not be confiscated by the third party (opponent of the opposition claim) and the third-party objection claim has been legitimately raised. If the business partner pays the purchaser the purchase price, he must reserve the right of ownership of the reserved goods to the same conditions under which we have reserved ownership of the reserved goods; However, the business partner is not obligated to reserve the property in respect of the claims that will be made against his customer in the future. Otherwise, the business partner is not authorized to resell.

The claims of the business partner from the resale of the reserved goods are hereby assigned to the accepting ifw optronics GmbH. They serve as security for the same extent as the reserved goods. The business partner is only entitled and authorized to resell, if it is ensured that the claims to which he is entitled are transferred to us.

If the reserved goods are sold by the business partner together with other goods not supplied by us at a total price, the assignment of the claim from the sale takes place in the amount of the invoice value of our respectively sold reserved goods.

If the assigned claim is included in a current account, the business partner hereby assigns to us a portion of the balance corresponding to the amount of this claim, including the closing balance from the current account.

The business partner is authorized until our revocation to collect the claims assigned to us. We are entitled to revoke if the business partner does not duly fulfill its payment obligations arising from the business relationship with us or if we become aware of circumstances which are likely to significantly reduce the creditworthiness of the business partner. If the prerequisites for the exercise of the right of revocation are met, the business partner shall, at our request, immediately notify us of the assigned claims and their debtors, provide all information necessary for the collection of the claims, hand over the pertinent documents and notify the debtor of the assignment , We are also entitled to submit an assignment to the debtor. If the value (in the case of claims the face value, in the case of movable assets the estimated value) of the securities existing for us exceeds the secured claims in total by more than 50 v. H., we are at the request of the Business partner to the extent required to release collateral of our choice. If we assert the reservation of title, this shall only be deemed to be a withdrawal from the contract if we expressly declare this in writing. The right of the business partner to own the reserved goods expires if he does not fulfill his obligations under this or any other contract.

6. Special production

It is not possible to cancel orders for development services and customer-specific modifications. In the event of cancellation during the development phase, the costs already incurred plus a surcharge for loss of profit will be charged to the client.

For larger orders, payments for interim invoices issued will be due, depending on the work performed or costs incurred.

7. Shipping, transfer of risk

Shipping and transport are always at the risk of the business partner. The risk, even with partial deliveries, is transferred to the business partner as soon as the consignment has been handed over to the person carrying out the transport or has left our warehouse for the purpose of shipping our warehouse or on delivery ex works. The §§ 446, 447 BGB apply accordingly.

If the dispatch of the delivery is delayed for reasons that lie with the business partner, the risk of accidental deterioration and accidental loss passes to the business partner upon notification of readiness for shipment. Storage costs after transfer of risk shall be borne by the business partner.

If the business partner is in default of acceptance, we are entitled to demand compensation for the expenses incurred by us; upon default of acceptance, the risk of accidental deterioration and accidental loss passes to the business partner.

8. Warranty

The warranty period for all goods delivered by ifw optronics GmbH is 12 months. It begins with transfer of risk according to section 7 of these terms and conditions. The data sheets belonging to the respective product and attached or retrievable are part of the contract. If the recommendations of the manufacturer or ifw optronics GmbH are not followed, changes are made to the products or these are opened or manipulated, then any warranty is void, unless the business partner can prove that the defect is not based thereon.

The rejected goods shall be returned to ifw optronics GmbH in their original or equivalent packaging for inspection. In the case of justified and timely notice of defects, we shall rectify the defects by rectification of the defect or the delivery of a defect-free item at our discretion, we shall bear the costs of remedying the defect to the extent that the item to be delivered by the business partner to another than the supplier Place of performance has been spent.

We are entitled to refuse subsequent performance according to the legal provisions. In the case of refusal of supplementary performance or failure, the business partner is entitled to rescind or reduce (reduction of the remuneration).

The business partner shall only be entitled to withdraw from the contract - insofar as rescission is not legally excluded - or to reduce the purchase price, after the expiry of two unsuccessful reasonable deadlines set by him for supplementary performance. In the case of resignation, the business partner is liable for deterioration, demise and undrawn use not only for customary care, but for any negligent and intentional fault.

No liability or warranty is accepted for products or parts thereof that are subject to premature consumption due to their nature or the way they are used or for normal wear and tear. Furthermore, no liability is accepted for damages resulting from improper storage, natural wear, faulty or negligent handling, excessive or unsuitable loading, unsuitable equipment, chemical, electronic or electrical influences as well as weather and natural influences.

If materials provided by the business partner are used, no liability or warranty is assumed for them. If promised properties are changed by the use of provided materials, this shall not be considered a defect. For ifw optronics GmbH, this does not create any obligation to take back the goods, to reduce their value or to repair them.

The goods delivered by ifw optronics GmbH must be inspected immediately for quality and quantity. Ifw optronics GmbH shall only be liable for any defects identified if they are reported in writing immediately after delivery. § 377 HGB applies accordingly. Warranty claims must be reported immediately, but no later than one week after the defect has occurred. Thereafter, any warranty claim.

The business partner must grant us the necessary time and opportunity free of charge to effect any changes that appear necessary to us and to supply spare parts.

The warranty and liability for damages expires if the repair is carried out by unauthorized rectification by the business partner or third parties commissioned by him.

Replacing parts or assemblies will not give rise to any new warranty period except in the case of intent or gross negligence. Performed work due to recognized warranty claims of the business partner lead exclusively to an inhibition of the statute of limitations.

ifw optronics GmbH reserves the right to make technical and design changes to the products. For replacement deliveries with improved products, the value difference is calculated.

In the case of improper use of our products or their use as a component of a system solution in which damage occurs, we must reject any claims, including damages.

9. Claims for damages

ifw optronics GmbH is not liable for damages that did not occur to the delivery item itself, in particular ifw optronics GmbH is not liable for lost profits or other pecuniary losses of the business partner.

Claims for damages and / or reimbursement of expenses for breach of contract, breaches of duty in contract negotiations, breaches according to contractual obligations, delay or impossibility shall only be provided if we or our vicarious agents can be accused of intent or gross negligence. However, our liability - except in the case of intent - is limited to the contract-typical damage foreseeable at the conclusion of the contract.

All claims for damages and / or reimbursement of expenses against us, regardless of the legal grounds, become statute-barred no later than one year after the delivery of the item to the business partner, in the case of tortious liability from knowledge or grossly negligent ignorance of the circumstances justifying the claim and the person liable for compensation , Any shorter statutory limitation periods have priority. The disclaimer and the limitation period do not apply in the case of injury to life, limb or health or a case of fraudulent concealment of a defect or mandatory liability under the Product Liability Act.

10. Property rights

In the case of production according to drawings, samples and other instructions of the business partner, we assume no liability for the functional capability of the product and for other defects, as far as these circumstances are based on the instructions of the business partner. The client indemnifies ifw optronics GmbH from any third-party claims, including product liability, for damage caused by the goods, unless we have caused the damage intentionally or through gross negligence.

The business partner warrants to us that the manufacture and delivery of the goods manufactured according to his instructions does not violate the property rights of third parties. In the case of the assertion of protective rights against ifw optronics GmbH we are entitled without legal examination of any claims of third parties to withdraw from the contract after hearing the business partner, unless the third party withdraws the assertion of property rights within 14 calendar days by written declaration to us , The business partner has to compensate the ifw optronics GmbH for damages caused by the assertion of property rights. In the case of withdrawal, the work previously performed by ifw optronics GmbH must be remunerated.

Further rights according to the legal regulations remain untouched.

The drafts, datasheets, molds, tools, construction documents and the like produced by us for the execution of the order. Ä. are exclusively our property. The business partner is not entitled to any claims for this, even if he participates in the costs for the production of the development documents and molds, tools and construction documents, unless otherwise expressly agreed. Any use of these documents by the business partner or a third party commissioned by the business partner is prohibited and triggers claims for damages from derifw optronics GmbH.

11. Miscellaneous / Severability clause

The place of fulfillment for our deliveries is the delivery plant ex works and our warehouse for the other deliveries. For all legal relations between the ifw optronics GmbH and the client, the law of the Federal Republic of Germany shall apply, with the exclusion of referral regulations. The UN Sales Convention (CISG) also does not apply.

Should individual provisions of this contract be or become ineffective or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the ineffective or unenforceable provisions, the effective or enforceable provision shall be deemed to have been agreed, which reaches the purpose intended by the ineffective or unenforceable provision to the greatest extent possible.

12. Jurisdiction

For all services and interpretations, the law of the Federal Republic of Germany is mandatory. Place of fulfillment for deliveries and payments is Jena.

The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the District Court of Jena. The aforementioned jurisdiction applies to non-merchants, if claims must be made by way of order for payment.