General Terms and Conditions of Sale & Delivery

Legal matters

Status 01. 2023

§1 Validity of the conditions

  1. These terms and conditions only apply to entrepreneurs, legal entities under public law and special funds under public law. If the customer does not belong to this group of persons, the statutory provisions shall apply
  2. Our deliveries, services and offers are made exclusively on the basis of these terms and conditions. Conflicting or deviating terms and conditions of the customer shall not apply unless we have expressly recognized them in writing. After initial agreement, these terms and conditions shall also apply to all future contracts with the customer.

§2 Offers and conclusion of contract

  1. Offers contained in brochures, advertisements etc. are subject to change and non-binding – also with regard to prices. We are bound to specially prepared offers for 30 calendar days from the date of the offer.
  2. Orders only become binding with our order confirmation or its execution. The customer is bound to his order until receipt of the order confirmation or execution, but for no longer than one month from the date of the order.
  3. We shall not be bound by any information in our offers and/or order confirmations that is based on an obvious error, namely typing or calculation errors. Rather, the obvious intentional explanation applies.
  4. Our working documents, drawings, descriptions, samples and cost estimates may not be passed on, published, reproduced or made accessible to third parties without our permission. Upon request, the documents must be returned without retaining copies.

§3 Prices, price changes

  1. The prices quoted do not include statutory VAT.
  2. The prices do not include costs for packaging and freight.
  3. If, in the case of long-term contracts (contracts with a term of more than 12 months and open-ended contracts), a significant change in wage, material or energy costs occurs, each contracting party shall be entitled to demand an appropriate adjustment of the price, taking these factors into account.

§4 Delivery times

  1. Stated delivery dates or deadlines are non-binding unless they have been expressly confirmed by us in writing as “binding delivery dates” or have been bindingly agreed.
  2. If the delivery is delayed due to force majeure, due to an act or omission of the customer or if we are not responsible for the delay for other reasons, we shall not be in default and the delivery period shall be extended accordingly. Our delivery obligation is also subject to correct and timely delivery to us, unless we are responsible for the incorrect or delayed delivery to us.
  3. Compliance with the delivery date or the delivery period presupposes the fulfillment of all contractual duties and obligations of the customer. This also includes the receipt of any additional parts.
  4. Even if a reminder is sufficient or not required by law, we shall only be in default after the expiry of a reasonable grace period set in writing. The customer shall only be entitled to withdraw from the contract if we are responsible for the failure to meet the delivery date and the customer has set us a reasonable grace period without success.

§5 Shipping and transfer of risk

  1. The risk shall pass to the customer as soon as the consignment has been handed over to the person carrying out the transportation or has left our works for the purpose of dispatch. If dispatch is delayed or not carried out at the instigation of the customer, the risk shall pass to the customer upon notification of readiness for dispatch.
  2. In the absence of a special agreement, we shall choose the means and route of transportation. At the request of the customer, deliveries will be insured in his name and for his account.

§6 Warranty

  1. The quality of the goods shall be based exclusively on the agreed technical delivery specifications and other requirements. We do not assume any guarantees in the legal sense.
  2. Rejected goods must be returned to us immediately upon request; we will bear the transportation costs if the complaint is justified.
  3. In the event of justified, timely notification of defects, we shall, at our discretion, either repair the defective goods or supply a faultless replacement. If we do not fulfill these warranty obligations within a reasonable period of time, the
  4. purchaser shall set us a final deadline in writing. After the unsuccessful expiry of this period or if the rectification has failed, the customer may reduce the price, withdraw from the contract or carry out the necessary rectification himself or have it carried out by a third party at our expense and risk.
  5. Claims for defects become time-barred after 12 months. This does not apply if the law prescribes longer periods, in particular for defects in a building and for goods that have been used for a building in accordance with their normal use and have caused its defectiveness. Also for damages resulting from injury to life, body or health, in the event of intent or gross negligence or in the event of a breach of essential contractual obligations (these are obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the customer regularly relies and may rely) of our legal representatives or executives and for any obligation to reimburse the expenses necessary for the purpose of subsequent performance in accordance with § 439 para. 3 BGB sentence 1 does not apply.
  6. In the case of work services, obvious defects can no longer be claimed after acceptance. In the case of purchase contracts, the purchaser shall only have warranty rights if he has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 of the German Commercial Code (HGB). The customer must report obvious defects in writing immediately after receipt of the goods at the place of destination and hidden defects immediately after discovery.
  7. Insignificant, reasonable deviations in the dimensions and designs – in particular in the case of repeat orders – shall not entitle the customer to make complaints unless absolute compliance has been expressly agreed. Technical improvements and necessary technical modifications shall also be deemed to be in accordance with the contract, provided they do not constitute a deterioration in usability.
  8. Claims for defects shall not exist in the event of unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, use of consumables that do not comply with the original specifications, normal wear and tear, faulty or negligent handling or climatic influences that are not assumed under the contract. We are also not liable for the consequences of improper modifications or repair work carried out by the customer or third parties without our consent.
  9. The above regulations do not apply to the sale of already used items. These are supplied to the exclusion of any warranty.
  10. If we provide the customer with information regarding the use of products over and above existing obligations, we shall be liable in accordance with the provisions of the German Civil Code. §7 only if a special fee has been agreed for this.

§7 Limitation of liability

  1. Claims for damages by the customer, for whatever legal reason, shall only exist in the event of intent or gross negligence on our part and in the event of culpable breach of essential contractual obligations, i.e. obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely. In the event of culpable breach of material contractual obligations, we shall only be liable for reasonably foreseeable damage typical of the contract.
  2. The limitation of liability pursuant to clause 1 shall not apply in cases in which we are compulsorily liable for personal injury or damage to property pursuant to the German Product Liability Act (ProdHaftG), nor in cases of injury to life, limb or health. The limitation of liability also does not apply to the obligation to reimburse the expenses necessary for the purpose of subsequent performance in accordance with § 439 para. 3 BGB if we have concluded a purchase contract with the customer.
  3. If and insofar as we are liable, the customer shall only have rights of recourse against us to the extent that he has not made any agreements with his customer that go beyond the statutory claims for defects. For the scope of the recourse claims, reimbursement of costs is also excluded if the expenses increase because the goods have been moved to another location after delivery, unless this corresponds to the intended use of the goods.
  4. Insofar as liability for damages vis-à-vis the customer is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

§8 Retention of title

  1. We reserve title to the delivered items until all claims against the customer to which we are entitled for any legal reason have been satisfied (reserved items).
  2. The customer is obliged to notify us immediately in writing of any seizure of the reserved goods and to inform the pledgees of the reservation of title. The customer is not entitled to sell, pledge or assign by way of security the items delivered to him subject to retention of title – except in the cases specified in the following clauses.
  • If the delivery is made for a business operation maintained by the customer, the items may be resold in the ordinary course of business. The customer’s claims against the purchaser arising from the sale are hereby assigned to us. If the goods are resold on credit, the customer shall reserve title to the goods vis-à-vis his customer. The customer hereby assigns to us the rights and claims arising from this retention of title against his customer. We hereby accept the above assignments.
  • Any treatment or processing of the reserved goods by the customer shall be carried out by the customer for us free of charge. If the reserved goods are processed, combined, mixed or blended with other goods not belonging to us, we shall acquire co-ownership of the new item in the ratio of the invoice value of the reserved goods to the other processed goods at the time of processing, combining, mixing or blending. If the customer acquires sole ownership of a new item, it is agreed that he shall transfer proportional co-ownership to us and keep the resulting sole ownership or co-ownership for us. If the goods subject to retention of title are resold together with other goods, whether without or after processing, combining, mixing or blending, the provisions set out above in para. 3 agreed advance assignment only to the amount of the invoice value of the reserved goods that have been resold together with the other goods.
  • If the customer does not fulfill his obligations to us or does not fulfill them punctually, in particular in the event of default in payment, and/or if he acts in an unreliable manner on the goods subject to retention of title, we shall be entitled to withdraw from the contract and take back the goods after the unsuccessful expiry of a reasonable deadline set for the customer to perform. The statutory provisions on the dispensability of setting a deadline remain unaffected.
  • If the value of the existing securities exceeds the secured claims by more than 20 percent in total, we shall be obliged to release securities of our choice at the customer’s request.

§9 Payment

  1. Unless otherwise agreed, our invoices are payable immediately after invoicing without deduction.
  2. Bills of exchange and checks shall only be accepted by agreement and only on account of performance and on condition that they are discountable. A guarantee for the timely presentation of bills of exchange and checks and for protesting bills of exchange

is excluded. Discount and bill charges shall be borne by the customer and are due immediately.

  • If it becomes apparent after conclusion of the contract that our claim to payment is jeopardized by the customer’s inability to pay, we may refuse performance and set the customer a reasonable period within which he must pay concurrently with delivery or provide security. After unsuccessful expiry of the deadline, we are entitled to withdraw from the contract or to demand compensation.
  • If the customer finally suspends payments and/or applies for insolvency proceedings against his assets, we shall also be entitled to withdraw from the part of the contract that has not yet been fulfilled.
  • We are entitled to offset payments against the customer’s older debts first, despite any provisions of the customer to the contrary. We will inform the customer of this type of settlement. If costs and interest have already been incurred, we shall be entitled to offset the payment first against the costs, then against the interest and finally against the principal performance.
  • If the customer is in default of payment, we shall be entitled to charge interest on arrears at the statutory rate. We reserve the right to assert further damages caused by delay and other claims and rights. In particular, in the event of default of payment, we may, after written notification to the customer, suspend the fulfillment of our obligations until receipt of payment.
  • Offsetting by the customer is excluded unless the counterclaims are legally established or undisputed.

§10 Invoicing

  1. Invoices by e-mail: invoice@ibk-engineering.com (only non-password-protected PDF invoices)
  2. Paper invoices: Address according to order
  3. Questions about invoice processing: info@ibk-engineering.com or contact the relevant person in charge.

§11 Applicable law, place of jurisdiction, partial invalidity

  1. The law of the Federal Republic of Germany shall apply to these terms and conditions and the entire legal relationship between the customer and us.
  2. The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Wuppertal. However, we are also entitled to sue the customer at his place of business.
  3. Should a provision in these terms and conditions be or become invalid or unenforceable, this shall not affect the validity of all other provisions and other agreements between the customer and us. In place of the invalid or unenforceable provision, a valid and enforceable provision shall be deemed to have been agreed which comes as close as possible to the economic and legal effect of the invalid or unenforceable provision.

Wuppertal, 01.2023