General Terms and Conditions
imetrologie GmbH Institute for Metrology and Process Technology Luitpoldstraße 3, D-97264 Helmstadt, Germany
Table of contents
- General Terms and Conditions
- Scope of Application of the General Terms and Conditions
II Delivery, Offers, Prices
III Delivery, Transfer of Risk, Delivery Periods
- Retention of title
- warranty, claims for defects
VIII. written form
Status 01 May 2018
- General Terms and Conditions
- Scope of application of the GTC
(1) These General Terms and Conditions (GTC) shall apply to all transactions and contracts of imetrologie GmbH Institut für Metrologie und Prozesstechnologie. The inclusion of the customer’s own terms and conditions is hereby rejected, unless otherwise agreed.
(2) These GTCs shall apply to all our services and deliveries of goods in the case of an ongoing business relationship, even without special notice or reference, in particular also in the case of verbal or telephone call-off orders and follow-up orders.
(3) Terms and conditions of the contractual partner that deviate from these GTCs shall only be valid if they have been expressly confirmed by us in writing as being valid in place of these terms and conditions. The same applies to all assurances, supplements and ancillary agreements.
(4) These General Terms and Conditions shall apply to merchants, including minority merchants, if the contract is part of the operation of a commercial business, as well as to persons or assets treated as such in §24 No. 2 of the German General Terms and Conditions Act (AGBG). In other cases, the provisions contained in the GTCs shall apply insofar as §11 AGBG does not conflict with them; in this case, the sense of the GTCs shall apply.
II Delivery, Offers, Prices
(1) All offers are subject to confirmation, unless expressly stated otherwise. imetrologie GmbH shall be bound by binding offers for a period of 8 weeks from the date of the offer, after which the offer shall no longer be binding.
(2) The scope of services is determined by the written order confirmation of imetrologie GmbH. Other agreements and arrangements must be in writing to be valid.
(3) In the case of tests and calibrations, the results determined by imetrologie are deemed to be fulfilment of the service – even if these results do not conform to the associated standard or manufacturer’s specification.
(4) Detailed cost estimates for services will only be provided by imetrologie GmbH in the form of an offer at the express request of the client. Such information or statements regarding the scope, type, duration and costs of the service measures of whatever kind are approximate and subject to change. They do not contain any assurances or guarantee promises and can only become a binding part of the contract with express written confirmation by imetrologie GmbH. In the event that the order is not placed, the expenses incurred shall be charged in accordance with the applicable hourly rates or a lump sum. This also applies in particular if the result of the cost estimate excludes the possibility of repair by imetrologie GmbH. If further defects are discovered after the cost estimate has been prepared and approved by the client, a new cost estimate will be sent to the client.
(5) An order for a calibration which does not refer to the designation: “DAkkS calibration” or “calibration according to ISO 17025” shall be treated as a calibration without an accreditation symbol analogous to a factory calibration.
(6) imetrologie GmbH is entitled to have services rendered to the client by third parties.
(7) All prices stated are net prices and are calculated plus the value added tax valid at the time of delivery.
(8) The prices are based on the location (Helmstadt) of imetrologie, i.e. all additional costs incurred for packaging, shipping and insurance, etc. shall be borne by the ordering party. The ordering party shall also bear any taxes, fees and other costs incurred in connection with deliveries abroad.
(9) A processing fee of € 50.00 net, as well as shipping costs, shall be charged for the return of devices that cannot be calibrated or are defective, as well as for orders that are not executed (e.g. cancellation by the customer).
(10) If the order is processed – due to delays for which imetrologie GmbH is not responsible – more than four months after written confirmation of the order, imetrologie GmbH is entitled to pass on any price increases to the client. This right also exists in the event of price increases by imetrologie GmbH’s suppliers.
(11) Increased time expenditures that require the qualification or calibration of a system will be re-evaluated in terms of costs and submitted in the form of an extended offer.
(12) Special expenses and costs for the processing and, if applicable, production of special parts and samples shall be reimbursed by the client. This shall not apply insofar as a binding order is subsequently placed or a different agreement is reached between the parties in writing.
III Delivery, Transfer of Risk, Delivery Periods
(1) The delivery of the ordered goods shall be made from the registered office of imetrologie GmbH. The costs and risk of delivery shall be borne by the customer.
2) The risk of destruction, loss or damage of the goods shall pass to the ordering party upon handover to the commissioned carrier or upon notification that the goods are ready for shipment. This provision shall also apply to partial deliveries.
(3) In the case of a continuous order obligation of imetrologie GmbH, the parties shall enter into a separate delivery agreement; the ordering party shall accept the partial deliveries in a timely manner and notify imetrologie GmbH of any changes in the order quantity, delivery time, etc. at least 4 weeks prior to the start of the change.
(4) imetrologie GmbH is entitled to make partial deliveries. Each partial delivery represents an independent transaction in the sense of the general terms and conditions. The ordering party shall pay imetrologie GmbH the proportionate remuneration for partial deliveries. The right to make partial deliveries shall be excluded if a partial delivery is unreasonable for the ordering party.
5) If the client is in delay with the acceptance of the goods, imetrologie GmbH is entitled to claim storage costs as lump-sum compensation in the amount of 0.25 % of the net value of the goods per day, but not more than 7.5 % of the net value of the goods, from the beginning of the delay. The ordering party shall be at liberty to prove that imetrologie GmbH has incurred no or only minor damages.
(6) The stated execution periods are subject to change and non-binding, unless an express execution period has been agreed between the parties and confirmed in writing.
(7) The agreed execution period begins with the receipt of the order confirmation by the ordering party. The execution period is met by timely dispatch or provision of the order goods by imetrologie GmbH.
(8) In cases of force majeure or other events for which imetrologie GmbH is not responsible (e.g. war, strike, lockout, official measures, traffic disruptions, etc.), the delivery periods shall be extended to a reasonable extent. This shall also apply to agreed transactions for delivery by a fixed date and also in the event of the occurrence of the aforementioned circumstances at suppliers of imetrologie GmbH. Claims for damages or other claims between the parties shall not arise. In the event of an extension of the delivery period due to the aforementioned circumstances of 6 weeks or more, both contracting parties shall have the right to withdraw from the contract after setting a reasonable deadline.
(1) Payments shall be made net within 14 days of the invoice date.
(2) Invoices are due net on receipt. Discounts and other deductions are only permissible if they are noted in writing on the invoice. If the contracting parties have negotiated different terms of payment, these shall be noted on the respective invoice. Payments by the contractual partner must be made exclusively to imetrologie GmbH. Bills of exchange will not be accepted by imetrologie GmbH; cheques will only be accepted on account of payment.
(3) imetrologie GmbH is entitled to demand partial payments.
(4) If the fulfilment of the claim for remuneration is at risk due to a deterioration in the financial circumstances of the client that has occurred or become known after the conclusion of the contract, imetrologie GmbH has the right to make deliveries only against cash in advance or cash on delivery or to retain contractual items or goods that have not yet been delivered until the outstanding claims have been paid and to stop further processing of the order. The ordering party can avert these legal consequences by paying the entire claim or providing other sufficient security to the attention of imetrologie GmbH.
(5) The Principal shall be in default even without a reminder if the invoice is not paid within 14 days of the invoice date. In this respect, the receipt of the payment on the account of imetrologie GmbH is decisive. In the event of default, all existing claims of imetrologie GmbH against the respective client shall become due for payment immediately.
(6) Claims of imetrologie GmbH may only be offset against claims of imetrologie GmbH if they have been legally established or recognised in writing by imetrologie GmbH. The set-off must be declared to imetrologie GmbH in writing.
(7) From the time of a delay in payment, the contractual partner shall owe imetrologie GmbH interest on arrears in the amount of 3% above the respective valid discount rate of the Deutsche Bundesbank, but at least in the amount of 6% per annum.
- Retention of Title
(1) The goods delivered by imetrologie GmbH shall remain the property of imetrologie GmbH until all existing claims arising from the business relationship between the parties have been fulfilled (retention of title).
(2) If the client does not fulfil his contractual obligations, imetrologie GmbH has the right to withdraw from the contract. This right exists in particular in the event of default of payment by the client.
(3) The ordering party shall inform imetrologie GmbH immediately of any seizures or other interventions by third parties so that imetrologie GmbH can exercise the existing rights to the reserved goods. The ordering party shall also inform imetrologie GmbH of any significant deterioration in his financial situation, in particular of any application for the opening or commencement of insolvency proceedings.
(4) The principal shall be entitled to resell the delivered goods in the ordinary course of business. The ordering party hereby assigns to imetrologie GmbH all claims in the amount of the invoice value of the delivered goods subject to retention of title, which accrue to him against a third party through the resale. imetrologie GmbH shall accept this.
(5) The processing, mixing or combination of the delivered goods shall always be carried out in the name and on behalf of imetrologie GmbH. If the goods are processed, mixed or combined with items not belonging to imetrologie GmbH, imetrologie GmbH shall acquire co-ownership of the new item in proportion to the value of the goods delivered by imetrologie GmbH to the other processed items. The client shall carry out the work with the delivered goods subject to retention of title at his own expense.
(6) imetrologie GmbH undertakes to release the securities to which it is entitled if and to the extent that they exceed 20% of the claim to be secured. The release shall take place at the request of the ordering party.
VI Warranty, Claims for Defects
(1) The regular warranty period shall be 6 months from acceptance, insofar as permissible among merchants, and 12 months from handover in the case of purchase contracts for new items. For the sale of used items, the warranty is excluded as far as legally permissible. No warranty is given by imetrologie GmbH for parts subject to wear and tear. In any case, however, the warranty period shall not exceed 12 months.
(2) Only the product description of imetrologie GmbH is agreed upon as the quality of the goods. Further agreements on quality require the express written confirmation of imetrologie GmbH in order to be valid.
(3) If and insofar as services are performed by sending a device of the client to imetrologie GmbH, the risk shall not pass to us until the item arrives at imetrologie GmbH. In the case of return shipment, the risk shall pass back to the client if and as soon as the device has either been handed over to a parcel service or forwarding agent/carrier or has left the premises of Imetrologie GmbH.
(4) The client shall inspect the delivered goods immediately and comprehensively for defects or impairments.
(5) Defects must be reported in writing to imetrologie GmbH Luitpoldstraße 3, D-97264 Helmstadt within 5 working days after inspection of the goods. After expiry of this period, the subject of the order or the goods shall be deemed to have been approved. Transport damage must be reported immediately.
(6) Defects will be remedied at the discretion of imetrologie GmbH by rectification or replacement delivery within a reasonable period of time. imetrologie GmbH has the right to make two attempts at rectification.
(7) The client shall have the right to reduce the price or withdraw from the contract if the repair or replacement has failed twice, has been refused by imetrologie GmbH or has not been provided within a reasonable period of time. Unless otherwise stipulated below, the client shall be entitled to claim damages. Proof of fault on the part of imetrologie GmbH shall be required for the assertion of claims for damages. In all other respects, the limitation of VII (3) shall apply accordingly to the assertion of claims for damages.
(8) imetrologie GmbH shall not be liable for damages and defects of the delivered order items or goods caused by improper use or application, faulty assembly or commissioning, excessive use, natural wear and tear, faulty or negligent handling or maintenance as well as unsuitable operating materials.
(9) Declaration of decontamination: The following provisions serve to protect imetrologie employees from hazards. The client undertakes to ensure that all equipment sent to imetrologie GmbH complies with the following guidelines:
- No hazards from microbiological, bacteriological, virological, chemical or radioactive contamination emanate from the equipment sent in.
- The devices sent in have been carefully cleaned before shipment, are decontaminated and free of residues. The devices must also be free of corresponding gaseous, liquid or solidified media.
- The principal is authorised to hand in devices in accordance with this declaration for the represented company/laboratory.
- Should contaminated equipment be received in a consignment, imetrologie reserves the right to return the equipment unprocessed to the client for cleaning.
- In the event of damage to an imetrologie measuring device caused by a contaminated or polluted customer device, imetrologie reserves the right to charge the customer for the repair.
(1) The liability of imetrologie GmbH is excluded to the extent permitted by law. imetrologie GmbH shall not be liable for damages, in particular for consequential damages, unless they are based on intent, gross negligence or injury to life, body or health.
(2) Insofar as the liability of imetrologie GmbH is excluded, the exclusion of liability also includes the personal liability of the employees, workers, staff, subcontractors, representatives and vicarious agents.
(3) The liability is in any case limited to the typically foreseeable damage and in no case exceeds the coverage amount of the business liability insurance. Upon request, imetrologie GmbH will inform the customer in writing of the amount of the respective sum insured at any time.
(4) A change in the rules of burden of proof is not associated with the above provisions.
(5) Statements of conformity listed in documents always refer to the limit values specified in the document. Whether these limit values also apply to the respective device is to be checked by the client. imetrologie GmbH is not liable for the correctness of the limit values stated.
VIII Written form
(1) All agreements, amendments or supplements must be in writing.
(1) imetrologie GmbH is entered in the Commercial Register at the Local Court of Würzburg under the number HRB 11103.
(2) The place of performance for the services arising from the contractual relationship is Helmstadt. The place of jurisdiction for all disputes arising from the contractual relationship between the parties is Würzburg, insofar as an agreement is legally permissible.
(3) The contract shall be governed exclusively by the law of the Federal Republic of Germany as amended from time to time. The application of the UN Sales Convention or other international conventions for commercial or sales transactions is expressly excluded between the parties.
(4) The copyright and all other rights to construction and design drawings, quotation documents and other documents provided by imetrologie GmbH shall remain with imetrologie GmbH. The client is not permitted to pass on the documents to third parties or other companies or to use the documents in business dealings with third parties.
(5) The parties agree to maintain confidentiality regarding the content of the joint business relationship. This applies in particular to all facts, operating procedures and other information about the business partner which become known in connection with this business relationship. The obligation to maintain secrecy shall not end with the termination of the business relationship between the contracting parties, but shall continue indefinitely. 5) Should any provision of this contract be invalid, this shall not affect the validity of the remaining provisions. The parties undertake to replace an invalid provision with a valid provision that comes as close as possible to the invalid provision.
(6) The client declares his consent that the personal data obtained from the business relationship with him may be used by imetrologie GmbH for the company’s own purposes within the meaning of the Data Protection Act.