General Terms and Conditions of Sale

This English version is provided for convenience only. The German version is legally binding.

§ 1 Scope

(1) These terms and conditions of sale apply to all contracts, deliveries and other services of Idencom in regards to businesses, legal entities or special funds under public law.

(2) These terms and conditions of sale also apply to all future transactions with the customer, insofar as they are legal transactions of a similar nature.

(3) We hereby expressly object to any conflicting or deviating provisions of the customer. These shall be recognised only if Idencom expressly agrees to their application in writing. All collateral agreements require our written confirmation.

§ 2 Offer

(1) Offers in the Idencom product catalogue or on the Idencom website are non-binding. Minor deviations in appearance or technical respects are possible. The Idencom catalogue ceases to be valid upon publication of a new edition of the catalogue.

(2) Where an order is to be regarded as an offer within the meaning of Section 145 BGB (German Civil Code), we may accept it within two weeks of receipt.

§ 3 Prices

(1) Unless otherwise agreed in writing, our prices are in euros ex works, excluding packaging and plus value added tax at the rate applicable from time to time. Packaging and shipping costs are invoiced separately.

(2) For deliveries to Switzerland and other non-EU countries, the customer is not charged German value added tax but only the net price in euros. Any import duties or taxes incurred shall be borne by the customer.

(3) We reserve the right to change prices where this becomes necessary due to changes in customs duties, import and export charges, foreign exchange controls, exchange rate fluctuations, allocated goods, the book market owing to resale price maintenance, daily prices, etc. Items affected by price changes are marked with * on invoices.

(4) Unless a fixed price has been agreed, we reserve the right to make reasonable price changes owing to changed labour, material and distribution costs for deliveries made 3 months or more after conclusion of the contract.

§ 4 Payment

(1) Idencom generally delivers only against payment in advance. The purchase price must be paid exclusively into Idencom's business account. Deduction of a cash discount is permissible only by special written agreement. The costs of payment shall be borne by the customer.

(2) The purchase price is payable within 30 days of the invoice date.

(3) During any default in payment, Idencom is entitled to refuse all deliveries to the customer in question, including under other contractual relationships, without the customer being entitled to assert claims for damages, contractual penalties or the like against Idencom as a result.

§ 5 Set-off and rights of retention of the customer

The customer is entitled to set off claims only if its counterclaims have been finally established by a court or are undisputed. The customer is entitled to exercise a right of retention only insofar as its counterclaim is based on the same contractual relationship.

§ 6 Delivery time and reservation of delivery

(1) Goods in stock at Idencom that are to be shipped at the customer's request are usually dispatched within 7 calendar days of payment. Binding delivery dates must be agreed in writing. The deadline is deemed to have been met if dispatch takes place before the deadline expires. All agreed delivery periods are subject to Idencom itself being supplied correctly and on time by its suppliers. If Idencom's failure to deliver is demonstrably due to the inability of its supplier, the customer may withdraw from the contract if the agreed delivery date is exceeded by more than 1 calendar month. In this case, claims for damages for delay or impossibility or non-performance, including those that arose up to withdrawal from the contract, are excluded.

(2) The delivery time regarding the customer is extended by a reasonable period in the event of measures in connection with work stoppages (strike/lockout), statutory and official orders (import/export restrictions) and force majeure. Claims for damages by the customer against Idencom for failure to meet the delivery date are excluded in these cases.

(3) Idencom reserves the right to make partial deliveries, provided this is reasonable for the customer and nothing to the contrary has been expressly agreed. Partial deliveries are deemed independent deliveries with regard to payment obligations, passing of risk and warranty obligations. The customer is not entitled to reject independent partial deliveries.

§ 7 Passing of risk

Upon dispatch to the customer, and at the latest upon the goods leaving the plant/warehouse, the risk of accidental loss or accidental deterioration of the goods passes to the customer. This applies irrespective of whether the goods are shipped from the place of performance or who bears the freight costs.

§ 8 Retention of title

(1) The delivered goods remain the property of Idencom Germany GmbH until all claims existing against the contractual partner/customer, e.g. the purchase price including all ancillary claims, have been paid in full.

(2) As long as ownership has not yet passed to the customer, the customer is obliged to treat the purchased item with care, to carry out maintenance and inspection work in good time, and to notify Idencom in writing without delay if the delivered item is seized or otherwise subjected to interference by third parties. Where the third party is unable to reimburse Idencom for the judicial and extrajudicial costs of an action under Section 771 ZPO (German Code of Civil Procedure), the customer is liable for the costs incurred by Idencom.

(3) The customer is entitled to resell the goods subject to retention of title in the ordinary course of business, provided that, as a reseller, it agrees immediate cash payment with its own customer. The customer hereby assigns this purchase price claim to Idencom as security, in the amount of the purchase price agreed with Idencom (including value added tax). This assignment applies irrespective of whether the purchased item has been resold without or after processing. The customer remains authorised to collect the claim even after the assignment. Idencom's authority to collect the claim itself remains unaffected. However, Idencom will not collect the claim as long as the customer meets its payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and there is no cessation of payments. Idencom is entitled to collect the claim in full. Insofar as the proceeds exceed Idencom's outstanding claim, Idencom shall pay the excess amount to the customer within 14 calendar days.

(4) Any processing, working or transformation of the purchased item by the customer is always carried out in the name of and on behalf of Idencom. In this case, the customer's expectant right in the purchased item continues in the transformed item. Where the purchased item is processed with other items not belonging to Idencom, Idencom acquires co-ownership of the new item in the proportion of the objective value of the purchased item to the other processed items at the time of processing. The same applies in the event of commingling. Where commingling takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer proportionate co-ownership to Idencom and hold the sole ownership or co-ownership thus created in safekeeping for us. To secure the claims against the customer, the customer also assigns to Idencom those claims against a third party that accrue to it through the combination of the goods subject to retention of title with a piece of land; Idencom hereby accepts this assignment.

(5) Idencom undertakes to release the securities to which it is entitled at the customer's request insofar as their value exceeds the claims to be secured by more than 20 %.

(6) In the event of conduct by the customer in breach of contract, Idencom is entitled to demand return of the purchased item.

§ 9 Duty to give notice of defects / warranty

(1) The customer must inspect the goods for defects and condition without delay. In the case of obvious defects, these must be notified to Idencom in writing within 7 calendar days of delivery. If the customer fails to give notice, the goods or services are deemed approved, unless the defect was not discoverable on inspection or the delivered item or service or the delivered quantity deviates from the order to such a considerable extent that Idencom could not have expected approval.

(2) The customer undertakes, within 14 calendar days of receipt, to further inspect the products for hidden defects by means of individual test runs or, where applicable, a reasonable number of random samples, and to give notice of any such defects found without delay. If a hidden defect becomes apparent, the customer must notify it in writing without delay; otherwise the goods are deemed approved as conforming to the contract also with regard to this defect.

(3) The obligations to inspect without delay and to give written notice of defects without delay also apply after any rectification/subsequent performance by Idencom.

(4) If the customer accepts goods despite knowing of a defect, it is entitled to warranty claims only if it expressly reserves them in writing without delay after receipt of the goods.

(5) Idencom may, at its option, rectify the defective goods, deliver replacements in part or in full, or allow the customer to withdraw from the contract. Idencom must always be given the opportunity for subsequent performance within a reasonable period. If defects are not remedied within a reasonable period, the buyer is entitled to withdraw from the contract or reduce the price. Rights of recourse remain unaffected.

(6) If circumstances require a return, the item complained of must be sent in together with a copy of the invoice and with sufficient postage.

(7) Claims for defects do not exist in particular in the case of only insignificant deviation from the agreed quality, insignificant impairment of usability, improper installation or non-compliance with the specifications of the technical conditions communicated by Idencom in the respective data sheet, as well as use of unsuitable accessories, or where they arise from external influences not contractually presupposed. If repair work or modifications are carried out improperly by the customer or third parties, there are likewise no claims for defects in respect of these and the consequences arising from them.

§ 10 Warranty periods

For contracts of sale and contracts for work and services, the warranty period is 2 years.

§ 11 Exclusions of liability

(1) Idencom excludes liability for breaches of duty caused by slight negligence, provided that

• this does not concern essential contractual obligations or guarantees,
• it does not concern damage arising from injury to life, body or health,
• claims under the Product Liability Act (Produkthaftungsgesetz) remain unaffected.

(2) In the event of breaches of duty caused by slight negligence, Idencom is liable in respect of essential contractual obligations only for foreseeable damage of the kind that typically has to be expected.

§ 12 Place of jurisdiction and governing law

(1) German law is agreed as the law governing the relationship between the parties.

(2) The exclusive place of jurisdiction for the legal relationships arising from the contractual relationship is, to the extent legally permissible, Berlin-Charlottenburg. The place of performance for all services, in particular also payment and delivery, under the business relationships existing with Idencom GmbH is Berlin.

§ 13 Final provisions

(1) All agreements made between the parties for the purpose of performing this contract are set out in writing in this contract.

(2) Should individual provisions of the above terms and conditions be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provisions shall be replaced by provisions that come closest to the economic purpose of the contract.

IDENCOM Germany GmbH · Schillerstr. 56–58 · D-10627 Berlin
Phone: +49-30-3988 3931 · Email: info@idencom.com
As of: 07/2024 — Download as PDF (German)