General Business and Delivery Terms;
of inotec Barcode Security GmbH
I. General terms
1.1 The following General Business and Delivery Terms apply to all contracts between inotec Barcode Security GmbH (hereinafter referred to "inotec”) and its clients.
1.2 Conditions of the respective client which deviate from these General Terms and Conditions are only acknowledged to the extent inotec consented to in writing. This also applies in the event inotec executes orders without reservation despite knowledge of contradicting or deviating conditions of the client.
1.3 Covenants which deviate from or supplement these General Terms and Conditions must be set out in writing.
1.4 To the extent an online shop is available under "www.inotec.de"; it is solely directed at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). The shop is not available to consumers.
1.5 These General Terms and Conditions are available online at "www.inotec.de" and may also be downloaded as a PDF file from the website.
II. Contract formation
2.1 Offers from inotec do not represent legal offers but rather non-binding requests to the client to submit a legally binding offer to inotec. Should this not be the case, offer documentation from inotec contains the express request to the client to accept the offer by signing it.
2.2 Where a contract is concluded via the online shop, the client makes a binding offer during the order process. The contract is concluded upon the separate acceptance of this offer by inotec. Upon receipt of the offer, the client will immediately receive a confirmation of receipt by e-mail. However, this does not represent acceptance of the offer. Acceptance is made either by means of a separate statement by inotec via e-mail or through initiating delivery of the goods - however at the latest within five business days following receipt of the order. inotec is entitled to decline offers submitted by clients without giving reasons.
2.3 When making an order in the online shop, the client is taken to the virtual shopping cart after selecting the articles and indicating the order quantity. All selected articles, including associated shipping costs, may then be viewed under the corresponding header. In addition, it is possible to remove individual items from the shopping cart or to empty the entire shopping cart. It is possible to place a binding order once all data required for such purposes and requested by the online shop application are entered and confirmed by clicking the button to conclude the order. Changes to an order are no longer possible following confirmation of the order by clicking the corresponding button.
3.1 The information, data sheets, illustrations and specifications contained in catalogues, price lists or the documents that are part of the offer refer merely to approximate values which comply with customary industry practice and are therefore not binding unless expressly designated as binding in the order confirmation.
3.2 A warranty of a specific property always requires a separate written warranty declaration on the part of inotec. The client will ensure that all authorizations or licenses required to use the goods are obtained.
3.3 Any samples or specimens are non-binding to the extent that minor deviations which do not impair functionality do not represent defects provided specific properties have not been guaranteed.
IV. Prices and terms of payment
4.1 To the extent not otherwise indicated, all prices stated by inotec are net. Statutory VAT and shipping costs have to be added. The respective VAT amounts due are separately stated in the invoice. The applicable currency is the euro. Prices are ex works (EXW) inotec according to Incoterms.
4.2 To the extent costs increase following conclusion of the contract as a result of higher personnel or materials costs or price increases on the part of inotec's suppliers, inotec is entitled to adjust the prices agreed to with the client to take into account actual increases in costs. inotec will immediately notify the client of any such cost increases upon becoming aware thereof and will document the type and scale of the resulting price increases upon request of the client.
4.3 To the extent not otherwise agreed in writing, payments to inotec are due within 14 days of being invoiced without any form of discount.
4.4 Set-off against inotec receivables is not permitted to the extent the counterclaim is not undisputed or has not been established in an enforceable final judgment. The client is not entitled to assign rights arising under this contract to a third party without the consent of inotec. The client is entitled to exercise a right to refuse performance or right of retention as against claims of inotec only in an amount reasonable when compared with the counterclaims of the client. The exercise of a right of retention is only permissible if the client's counterclaim is based on the same contractual relationship with inotec.
5.1 The client must immediately inspect all proofs for defects. By countersigning the proof, the client confirms that the information is correct and issues the final production order. Production will not start without the proof being countersigned.
5.2 To the extent the client has required changes to be made to the proof, inotec will submit a modified proof following a review of the requested changes which in turn requires separate confirmation by the client.
5.3 Minor deviations in color between the proof and the subsequent print run do not constitute defects.
VI. Delivery, partial performance
6.1 Delivery dates indicated in order confirmations are non-binding to the extent not otherwise expressly agreed in writing. To the extent binding delivery dates have been agreed, they are subject to the condition of correct and timely delivery on the part of inotec's suppliers provided that inotec has concluded a matching cover transaction with the relevant suppliers. inotec will immediately inform the client of any delayed deliveries by a supplier. Delays in delivery for reasons outside of inotec's scope of responsibility extend the respective delivery period for the duration of the impediment. inotec will immediately inform the client of the occurrence of such an event.
6.2 Excess or short deliveries of up to 5% of the contract volume are reserved for technical reasons as well as for reasons of efficient order processing. inotec's right to payment is always based on actual quantities delivered.
6.3 inotec is entitled to make early and/or partial deliveries with immediate partial invoicing. The foregoing does not apply to the extent the client cannot reasonably be expected to accept a partial delivery.
6.4 To the extent not otherwise agreed, delivery costs must be borne by the client in accordance with the contractual provisions. The client bears the risk of conveyance. Upon request, inotec will obtain transportation insurance for the shipment at the client's expense.
VII. Retention of title
7.1 Until payment in full of all, including future, receivables from an on-going business relationship, goods which have been delivered remain the property of inotec. If deliveries are made on a current account basis, the retention of title serves to secure all balance claims inotec has against the client. In the event the value of the goods subject to retained title exceeds the value of inotec's receivables from the client by more than 20%, upon written request of the client, inotec will release collateral of its choice to the extent of such excess amount. Releases must be declared in writing.
7.2 If goods subject to retained title are mixed or processed with other assets which do not belong to the client, inotec acquires joint ownership in the new goods equal to the relationship between the value of inotec's supply to that of components supplied by third parties. Goods subject to retained title may not be pledged or transferred by way of security without the express consent of inotec.
7.3 The client undertakes to obtain insurance cover for goods subject to retained title against damage by fire, burglary, theft and other risks at its expense. The rights under such insurance contracts are assigned to inotec for as long as title is retained. inotec accepts such assignment.
7.4 inotec is entitled to withdraw from the contract and demand return of goods subject to retention of title in the event the client acts contrary to the contract, in particular in the event of a default in payment or breach of a material contractual obligation. The foregoing also applies in the event a petition has been submitted to commence insolvency proceedings as against the client's assets or the commencement of such proceedings has been refused due to a lack of assets. Independent of the exercise of a right of withdrawal, the client's right to possess the goods subject to retained title lapses upon a default in payment.
7.5 The client is liable for the loss of and all damage to the goods from the time the goods are handed over to him until payment in full has been made to inotec. In the case of damage, destruction, pledge or other third party interference to the goods subject to retained title, the client must immediately inform inotec thereof along with the name and address of any such third party and must inform any such third party of inotec's title of ownership. The client shall bear any judicial or extra-judicial costs resulting from any such third party interference. In the event a third party has obtained possession of goods subject to retained title, upon request the client shall assign any rights of recovery against such third party to inotec.
VIII. Rights to work results
8.1 In general, the work results of inotec that are subject of the contract are protected by copyright. Provided there is no copyright protection in a specific case, the provisions of the German Copyright Act (UrhG) nevertheless apply accordingly.
8.2 Upon delivery, the client does not receive any more extensive rights in services provided by inotec. In particular, rights to reproduction, distribution and the right to make a work available to the public remain reserved. The same applies to sketches, drawings, stereotype plates, printing plates, punches or other technical documentation provided in the course of performance.
9.1 Warranties are based on the statutory provisions subject to the following limitations.
9.2 The client shall provide written notice of obvious defects within an exclusionary period of five business days of receipt of the goods and must immediately provide written notice of hidden defects, at the latest within five business days of discovery. Otherwise, the assertion of warranty claims is excluded. Notification periods are based on the time the notice of defect is sent to inotec and not on the date inotec receives the notification.
9.3 At its discretion, inotec may remedy the defect by means of repair or delivery of defect-free goods.
9.4 The warranty period runs for one year following delivery of the goods. The foregoing does not apply in cases of a legitimate recourse against a supplier pursuant to Section 478 BGB.
inotec is liable for reimbursement of expenses or for compensation for damages - regardless of legal grounds - only in cases of intent or gross negligence on the part of its representatives or agents. This limitation on liability does not apply to a breach of material contractual obligations. In these cases however, liability is limited in amount to the typically foreseeable damage. Material contractual obligations are those obligations the fulfillment of which allows the contract to be performed properly in the first place and compliance with which the contracting party regularly is entitled to rely on. Liability for damages to life, limb or health, as well as under the German Product Liability Act (ProdHaftG) remains unaffected.
XI. Data privacy
inotec will process and use personal data required in the course of the business relationship to process and perform orders in compliance with all data protection-related regulations, in particular those of the German Data Protection Act (BDSG) and - in the case of orders processed via the online shop - those of the German Telemedia Act (TMG). Data will only be forwarded to third parties to the extent that it is necessary within the framework of contract performance in order to process orders or to cooperate with sub-contractors or where the client has provided the relevant consent.
XII. Place of performance, place of jurisdiction, applicable law
12.1 The exclusive place of jurisdiction and place of performance for all legal disputes arising under or in connection with a contractual relationship with inotec based on these General Terms and Conditions is Neumünster, Germany.
12.2 The laws of the Federal Republic of Germany shall apply. Application of German provisions of international private law and the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
(Version: June 2012)
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