General Business Terms

General terms and conditions of business (GT&C)

Clause 1: Range of application

(1) The goods and services offered by IBS Technics GmbH, of Gemeindewald 6, 86672 Thierhaupten, Germany (hereinafter "IBS", "we" and "us") are supplied subject exclusively to the following terms and conditions.

(2) Supplier’s terms and conditions that are contrary to, or which deviate from, these conditions shall only apply if IBS has issued written confirmation to the effect. Even if IBS delivers goods and/or services to the customer without reservation, and even if IBS is aware of the customer's conflicting or deviating terms and conditions, neither event shall imply or constitute acceptance of those conditions. These GT&C shall apply even in such cases.

Clause 2: Conclusion of the agreement

The receipt by IBS of an order confirmation signed by the customer shall establish a contractually binding agreement with respect to the ordering of the goods and services listed in the quotation.

Clause 3: Delivery and transfer of risk

(1) Deliveries shall be despatched ex-warehouse in Germany and at the customer's risk and expense, unless the parties expressly agree otherwise in writing. Delivery times are only binding if and insofar as they have been confirmed in writing by IBS.

(2) The duty of IBS to deliver shall be subject to correct and timely delivery by its own suppliers. If IBS is unable to deliver, through no fault of its own, as a result of failure by its own suppliers to fulfil their contractual obligations, and despite IBS having agreed to congruent covering arrangements in this respect, IBS shall be entitled to withdraw from its agreement with the customer. IBS shall likewise be entitled to withdraw from the agreement, if - after its conclusion - any of its own suppliers is prevented, due to unforeseen circumstances beyond the control of IBS (including but not limited to war, public unrest, strikes, lockouts, official measures, unforeseen weather conditions or similar circumstances), from delivering previously ordered goods, or if IBS is itself unable to deliver due to situations of this kind. IBS shall immediately notify the customer in such cases, and refund any payments already made. The customer shall also be entitled to withdraw from the agreement if a delivery is delayed, due to any of the circumstances mentioned above, by more than four weeks after entering into the agreement.

(3) The risk of loss, damage or deterioration is transferred to the customer as soon as IBS hands over the delivery to the person responsible for pickup or reception, or to the carrier engaged to provide transport. This provision shall also apply in the event of special arrangements involving shipment with vehicles belonging to IBS, or if the delivery is despatched with packing and carriage paid. The transfer stands even in the event of delayed acceptance on the part of the customer. This shall be the case if the customer fails to fulfil a contractual arrangement to pick up a consignment in a timely manner, or if IBS delivers by special agreement and the customer fails to accept the consignment despite its punctual delivery.

(4) Partial deliveries are allowed, provided they are not contrary to the legitimate interests of the customer.

Clause 4: Prices and terms of payment

(1) The prices payable by the customer to IBS are as shown in the agreement concerned. The prices quoted by IBS are strictly net, and apply to ex-works / ex-warehouse delivery plus value-added tax (VAT) at the applicable rate in force at the time of entering into the agreement.

(2) IBS shall only grant discounts and other reductions if and insofar as there is express contractual agreement to the effect.

(3) Employees and legal agents and representatives of IBS are only able to collect payment if they have express management authorisation to do so.

Clause 5: Reservation of title

(1) IBS shall retain legal title to the goods delivered until all the payment claims of IBS against the customer that arise from the transaction have been settled.

(2) The customer shall be entitled to dispose of the goods in the normal course of business, but assigns to us, with immediate effect, all receivables due to it, up to the final invoiced amount (including VAT) of our claims, from the resale to its customers or third parties, regardless of whether the delivered item has been resold "as is" or after further processing. The assigned claim also refers to a recognised balance, or in the event of insolvency on the part of the ordering party's customer, the available "top-up" balance.

The customer shall remain authorised to collect these receivables, even after the assignment. IBS shall however be entitled to collect on its own behalf if the customer can no longer fulfil its payment obligations from the proceeds so obtained, or falls into arrears with payment, or has filed an application for the instigation of insolvency proceedings, or is subject to suspension of payments. If this occurs, IBS may demand that the customer supplies it with all applicable information regarding ceded claims and the corresponding debtors, along with all the documentation required to enforce such ceded (third-party) claims. IBS will however be unable to enforce such claims if they contravene the German legislation governing insolvency (Insolvenzordnung).

(3) The finishing or transformation by the customer of goods supplied by us is in any case carried out on our behalf. If goods so supplied are processed along with other items that do not belong to us, IBS shall then acquire part-ownership of the resulting item, in proportion to the value of its relative contribution to the value of the finished article at the moment of processing. The item resulting from such processing shall otherwise be subject to the same provisions as those applying to goods delivered subject to retention of title.

(4) If the item supplied is irretrievably mixed with others belonging to IBS, IBS likewise acquires part-ownership of the resulting new item in proportion to the value of that item relative to the other mixed articles at the moment of being combined. If this mixing of items is such that the part belonging to the customer is the main item, it is hereby agreed that the customer shall assign IBS proportional part-ownership to the corresponding extent. The customer shall safeguard the resulting legal title or co-ownership on our behalf.

(5) The customer likewise assigned to IBS its claims used in turn to secure its claims against it, arising from the combination of the delivered goods with a property against a third party.

(6) IBS undertakes to release existing guarantees at the customer's request, if the liquid value of guarantees exceeds the secured debt by more than 20%. The choice of which guarantees to release shall be at the discretion of IBS.

Clause 6: Prohibition of assignment and offsetting

(1) All rights that the customer acquires from and/or in connection with its agreements with IBS and their application with respect to IBS can only be transferred to third parties if IBS gives it advance written consent to the effect.

(2) The customer shall only be entitled to offset and/or exercise a right of retention if its counter-claims are established in law, undisputed or recognised by IBS.

Clause 7: Duty to inspect and examine

(1) All defects or incorrect quantities must be reported to IBS within eight days of delivery, with full written details of the faults or deficiencies concerned. The provisions of article 377 of the German Commercial Code (HGB) shall otherwise apply.

(2) Minor deviations typical for the sector, with particular reference to those of form, size, colour and/or design, from the customer's goods samples or service specifications do not constitute material or legal defects.

(3) If it has been agreed, in contrast to these GT&C, that delivery should be at the risk of IBS, the customer must not accept delivery before reporting obvious damage incurred in transit. In cases where such damage becomes apparent after acceptance, the customer shall cooperate with the carrier/freight forwarder, wherever possible, in the drafting of a written damage assessment. The customer then undertakes to send this damage assessment to IBS along with all the declarations and original paperwork (delivery notes, etc.) required for the purposes of confirmation.

Clause 8: Further grounds for termination

IBS shall be entitled, in the event of contractual infringement by the customer (with particular reference but not limited to payment arrears), to withdraw from the agreement and reclaim the goods, if and insofar as the customer has not yet settled accordingly. IBS shall likewise be entitled to withdraw if the customer has made false statements regarding its creditworthiness, or if there is an application for, or instigation of, insolvency proceedings affecting the customer's assets.

Clause 9: Material/legal defects, expiry of claims

(1) Customer claims for material and/or legal defects shall expire one year after the transfer of risk.

(2) IBS shall at its discretion, in the event of the delivered goods being defective, apply a reasonable price reduction, carry out repair free of charge or replace the item concerned. The customer may demand a reduction if repair or replacement fails to rectify the matter.

(3) If the customer complains unduly regarding a defect not attributable to IBS, IBS shall be entitled to bill the customer for its reasonable expenses arising from the diagnosis and/or rectification of the defect concerned.

(4) IBS shall be entitled to charge the customer with the additional costs arising from rectification, with particular reference but not limited to transport, travel, labour and material costs, if and to the extent that these costs are increased by transfer of the goods to a place other than the original delivery address, unless such transfer corresponds to the intended use contractually established in this agreement.

Clause 10: Liability limits and exclusions

(1) The liability of IBS for (1) loss and damage arising from death, personal injury or harm to health, (2) misrepresentation or gross negligence or (3) statutory strict liability (e.g. product-liability legislation) shall be as established in law.

(2) The liability of IBS for infringement of essential obligations shall be limited, in the event of simple negligence, to the contractually typical loss and damage foreseeable when entering into the agreement. Essential obligations are those on whose fulfilment the correct, reliable and trustworthy fulfilment of the purchase agreement as a whole depends.

(3) If and insofar as specific loss and damage are covered by the customer's insurance (fixed-benefit insurance excepted), IBS shall only be liable for related detriment to the customer (such as that caused by increased insurance premiums; interest losses arising from interim financing, etc.). The same shall apply to loss and damage arising from a defect in the goods supplied.

(4) All further claims for loss and damage are excluded.

(5) The liability provisions defined here also apply to associated companies within the meaning of article 15 of the German law on joint-stock corporations (AktG) and to the employees and appointed legal agents and representatives of IBS and its associated companies.

Clause 11: Data protection

(1) IBS shall use the information supplied by the customer in the course of the transaction for processing the order and fulfilling the agreement.

(2) The customer's details shall be passed on to (i) the carrier engaged to transport the corresponding shipment, insofar as such transport services are required; and (ii) the company engaged to process billing and payments, insofar as such billing and payment services are required. The customer's details will not be passed on to any other third party.

(3) The customer shall be entitled, under the terms of the German federal law on data protection, to free-of-charge access to its saved personal data, and shall have the right to correct, block or delete those data.

(4) In the event of any queries regarding the collection, processing or use of such personally-identifiable data; or of requests regarding information on or the correction, blocking or deletion of such data; the customer should contact: IBS Technics GmbH, Gemeindewald 6, 86672 Thierhaupten - Germany, Tel.: +49 (8271) 8176-0, Fax: +49 (8271) 8176-76, E-Mail: info(at)ibs-technics.de.

Clause 12: Final provisions

(1) Exclusive jurisdiction over disputes arising from or in connection with these GT&C shall correspond to the courts and tribunals of the German city of Augsburg. IBS nevertheless reserves the right to bring claims against the customer at its registered place of business.

(2) This agreement is subject to the laws of the Federal Republic of Germany. Application of the United Nations agreement with respect to international contracts to purchase is hereby excluded.

(3) If any provision or provisions of these GT&C should prove to be ineffective or inapplicable, this shall have no effect on the remaining provisions of the GT&C. The same shall apply if there is any requirement that the GT&C do not cover. The corresponding statutory provision shall apply wherever a provision is found to be ineffective, inapplicable or not covered.

(4) IBS reserves the right to amend these GT&C unilaterally for future orders.