IIC International AG, Breisacher Straße 86, 79110 Freiburg im Breisgau (as at: 01.01.2020)
1. General information
a.) Our General Terms and Conditions of Sale form the basis of all our offers, deliveries and services.
b.) Our Terms and Conditions of Sale apply exclusively. Other terms and conditions shall only apply if they have been expressly recognized by us in writing. Acceptance of our performance shall be deemed as acceptance of our Terms and Conditions of Sale, even if the Buyer has confirmed our performance with deviating terms and conditions.
c.) These General Terms and Conditions of Sale shall only apply to entrepreneurs, legal entities under public law and special funds under public law.
2. Conclusion of contract
a.) All our offers are non-binding. All contracts shall only become valid upon our confirmation. Verbal promises made by representatives and employees are only binding for us if they are expressly confirmed by us in writing.
b.) A contract is only concluded when IIC Aktiengesellschaft, 79098 Freiburg i. Breisgau, Germany, confirms the order placed in writing or indicates that it accepts the order by delivering the goods.
c.) Information in brochures, offers and written documents about our products, in particular dimensions and technical data, are only approximate and approximate; they do not constitute a guaranteed quality unless the guarantee is given expressly and in writing.
d.) We reserve ownership rights and copyrights to samples, drawings, descriptions, etc. - including in electronic form. These may not be made accessible to third parties without our permission and must be returned to us immediately upon request.
3. Prices, payments
a.) In the absence of a special agreement, the prices shall apply ex works including loading and excluding packaging and unloading. Value added tax at the respective statutory rate shall be added to the prices.
b.) If the applicable prices of our suppliers or other costs relating to our products increase between conclusion of the contract and delivery, we shall be entitled to increase the agreed prices appropriately.
c.) The Buyer shall only be entitled to set-off rights if his counterclaims have been legally established or recognized by us.
d.) If the Buyer fails to meet its payment obligation on the due date, we may - without waiving any other rights and claims to which we may be entitled - at our discretion terminate the contract, suspend further deliveries to the Buyer and/or charge the Buyer interest on the unpaid amount at a rate of 9% p.a. above the prime rate of the European Central Bank.
in addition, a default fee of €40 may be charged
e.) If the buyer is in arrears with his payments, we are also entitled to withdraw from the contract and to demand compensation for non-performance.
f.) If we become aware of circumstances that give us serious cause to doubt the Buyer's solvency or creditworthiness, we shall be entitled to demand immediate payment of all outstanding invoice amounts - including deferred amounts - and to make further deliveries to the Buyer dependent on advance payment or the provision of security. If the buyer does not comply with such a request within a reasonable period of time, we may, at our discretion, demand compensation or withdraw from the contract.
g.) IIC AG may charge the customer for costs such as additional customs duties, dumping duties and/or other unforeseeable charges which were not known at the time of order confirmation.
4. Deliveries and delay in delivery
a.) Agreements on a binding delivery time must be made in writing. Delivery periods shall commence on the date of our order confirmation, but not before complete clarification of all details of the order, agreed receipt of documents and/or advance payments and the provision of any necessary domestic or foreign official certificates.
b.) Delivery periods and delivery dates refer to the time of dispatch from the supplying plant or warehouse.
They shall be deemed to have been met upon notification of readiness for dispatch if the goods cannot be dispatched on time through no fault of our own.
c.) Unless otherwise agreed in writing, our delivery times are only approximate. Even if a fixed delivery time or a fixed delivery date has been agreed, we must be granted a reasonable grace period if we are in default.
After fruitless expiry of the grace period, the buyer may withdraw from the contract for the quantity that has not been reported ready for shipment at the end of the grace period.
d.) We shall not be liable for delayed or omitted deliveries caused by an upstream supplier. Delivery periods shall be extended - without prejudice to our rights arising from default on the part of the Buyer - by the period by which the Buyer is in default with his obligations to us arising from this or other purchases. Force majeure and circumstances for which we are not responsible shall entitle us to postpone delivery for the duration of the hindrance or a reasonable start-up period or to withdraw from the contract in whole or in part due to the part not yet fulfilled. The buyer may demand a declaration from us as to whether we wish to withdraw from the contract or deliver within a reasonable period of time. If we do not make a declaration, the buyer may withdraw from the contract.
e.) The buyer shall only be entitled to claims for damages if the delay was due to intent or gross negligence.
5. Transfer of risk and shipment
a.) The risk of damage to or loss of the goods shall pass to the Buyer when the goods are handed over to a forwarding agent or carrier, but at the latest when the goods leave the warehouse or the supplying plant, for all transactions including deliveries. This risk also includes in particular that perishable products for animals delivered by us deteriorate naturally due to delayed transportation. We are not obliged to insure the goods.
b.) If the buyer so requests in writing, we will cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the buyer.
c.) We are entitled to make partial deliveries to a reasonable extent.
d.) We are not liable for weight losses during shipment. Shipping instructions must always be given to us by the buyer in the order. However, the mode and route of shipment shall always be left to us - without any guarantee for the fastest transportation. Additional costs for urgent and express shipments, which are made at the request of the buyer, shall be borne by the buyer.
6. Dimensions, weights and delivery quantities
The dimensions, weights and quantities stated in the shipping/accompanying documents shall be decisive for invoicing. Complaints regarding delivery dimensions, delivery weight and delivery quantity must be made in writing within three working days of receipt of the goods at the destination at the latest.
7. Retention of title
a.) The goods shall remain our property until all present and future claims arising from business relations with the buyer have been fulfilled.
b.) The buyer is obliged to store and mark the goods belonging to us (goods subject to retention of title) separately. The Buyer shall store our reserved goods separately and mark them clearly.
c.) The buyer is obliged to treat the purchased goods with care; in particular, the buyer is obliged to insure them adequately at his own expense against fire, water damage and theft at replacement value.
d.) The delivered products or goods of IIC Aktiengesellschaft must be stored properly by the Buyer in such a way that natural spoilage as a result of the passage of time is prevented or delayed in accordance with the state of the art. d.) If our reserved goods are processed or mixed, blended or combined with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under retention of title. The reserved goods may only be sold in the ordinary course of business.
e.) Other dispositions, in particular pledging and transfer of ownership of the reserved goods by way of security, are not permitted. The Buyer hereby assigns to us in advance the full amount of all claims to which the Buyer is entitled in respect of the reserved goods from resale or on other legal grounds; in the case of co-ownership, the assignment shall only cover the share of the claim corresponding to our co-ownership. The resale is only permitted if this assignment is secured.
f.) The buyer is authorized to collect the assigned claims in the ordinary course of business and only revocably. At our request, he must notify his debtors of the assignment. We may also make this notification at any time.
g.) The buyer's authorization to dispose of the reserved goods and to process, transform, combine, mix and blend them, as well as to collect the assigned claims, shall expire in the event of non-compliance with the terms of payment, unauthorized dispositions, bill and cheque protests and also if insolvency proceedings have been applied for against the buyer or if we become aware of a significant deterioration in his financial situation. In such cases, we shall be entitled to take immediate possession of the reserved goods, to enter the buyer's premises for this purpose, to demand appropriate information about the reserved goods and any claims arising from their resale and to inspect the buyer's books insofar as this serves to secure our rights.
Furthermore, we are entitled to expressly prohibit the processing and any modification of the delivered goods subject to retention of title and to revoke the direct debit authorizations and to notify third parties of the prohibition and revocation. The costs of collection or return or transfer of indirect possession of the delivered goods subject to retention of title shall be borne by the Buyer.
h.) If and to the extent that the registration and/or fulfillment of other requirements are prerequisites for the effectiveness of this retention of title, the Buyer shall be obliged, without prejudice to our own authority, to take all necessary actions and make all necessary notifications without delay and at its own expense. If and to the extent that the applicable legal system does not permit the agreement of a reservation of title, the Buyer shall provide us with appropriate other security when utilizing trade credit.
i.) In the event of seizures or other interventions by third parties, the Buyer shall notify the Seller immediately so that the Seller can take legal action. If the Buyer fails to do so, he shall be liable for the damage incurred.
j.) The seller undertakes to release the securities to which he is entitled at the request of the buyer to the extent that the realizable value of the securities exceeds the claims to which the seller is entitled. The choice of the securities to be released shall be made by the seller.
8. Notice of defects and warranty
a.) The Buyer shall inspect the goods and the packaging immediately upon delivery. In particular, the Buyer shall open and inspect individual samples of the goods. The Buyer shall notify the Seller in writing of all recognizable defects, shortages or incorrect deliveries within five working days of delivery, but in any case before resale, use or processing. Hidden defects must be reported by the purchaser in writing immediately after their discovery. Due to the nature of the delivered goods, the buyer shall only be entitled to this right within a period of four weeks after delivery.
b.) Our statutory liability for defects shall be limited to subsequent performance, i.e. at our discretion to rectification of defects or replacement delivery. The buyer must give us sufficient opportunity for subsequent performance; otherwise we shall be released from liability for the resulting consequences. Only in urgent cases, for example to ensure operational safety or to prevent disproportionately large damage, may the customer remedy the defect himself or have it remedied by a third party and demand compensation from us for the necessary expenses. In any case, the customer must return the replaced parts to us.
c.) If the subsequent performance has failed, the customer is entitled to reduce the consideration or - in the case of significant defects - to withdraw from the contract.
d.) In the case of newly manufactured goods or services, we are liable for 6 months from delivery; in the case of the sale of used products, our liability is generally excluded.
e.) Claims of the buyer for the performance of covering purchases in the event of non-delivery are excluded.
f.) Any further claims of the buyer due to defects other than in accordance with the above paragraphs b.) to e.) and No. 9 are excluded. We are therefore not liable for damage that has not occurred to the product itself or for other financial losses of the customer.
g.) Furthermore, any recourse claims of the buyer for reimbursement of expenses within the meaning of § 445a BGB in the event of the existence of a defect already at the time of the transfer of risk or the breach of an obligation to update are excluded.
9. Liability
a.) Our liability extends to the freedom from defects of our products in accordance with the state of the art. Our liability is excluded:
aa.) if our products are not stored or used properly by the buyer or third parties;
bb.) in the event of natural wear and tear or spoilage of the products;
cc.) in the event of improper handling or processing;
dd.) if unsuitable operating materials are used;
ee.) in the event of damage caused by work carried out by third parties that has not been expressly authorized by us.
b.) Our liability, irrespective of the legal grounds, is limited to intent and gross negligence.
c.) None of the limitations of liability set out in these terms and conditions shall apply:
aa.) in the event of intent or gross negligence on our part or on the part of our vicarious agents;
bb.) in the event of personal injury,
cc.) in the event of damage caused by the absence of a quality that we have guaranteed,
dd.) for claims arising from the Product Liability Act.
10. Written form, partial invalidity
a.) Amendments, supplements or the mutually agreed termination of this contract must be made in writing to be effective. Notifications by fax or other means of electronic transmission fulfill the written form requirement. The same shall apply to other declarations of the contracting parties which are necessary to establish, maintain or exercise their rights, in particular notices of defects, setting of deadlines or unilateral declarations of termination.
b.) Should a provision be or become void or ineffective, this shall not affect the validity of the other provisions.
c.) In the event of the invalidity of one or more provisions of this contract, the contracting parties shall agree on a legally valid replacement provision that comes as close as possible to the invalid provision in economic terms.
11. Additional clause (Covid-19 pandemic)
a.) Any effects on the order, parts thereof, delays or parts thereof due to national or international restrictions or other circumstances in connection with the Covid-19 pandemic are not the responsibility of IIC AG. Therefore, no claims can be asserted against IIC AG. Should IIC AG or the client/customer become aware of circumstances in connection with the Covid-19 pandemic which may lead to a delay or other impairment of our services and the order, both the client and the contractor will inform each other immediately. The parties will try to find an amicable solution, e.g. by temporarily suspending the contractual obligations of both parties. If the impact of the Covid-19 pandemic lasts longer than 6 months from the date of signing, IIC AG is entitled to terminate the contract.
12. Place of performance, place of jurisdiction, applicable law
a.) The place of performance for the Buyer's payment obligations and for our obligations is Freiburg i. Breisgau.
b.) The place of jurisdiction for disputes arising from and in connection with this contract shall be Freiburg i. Breisgau. However, we are entitled, at our discretion, to take legal action against the buyer at his general place of jurisdiction.
c.) The law of the Federal Republic of Germany shall apply to all legal relationships between the Buyer and us. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.