1. Validity of the GTC
All deliveries, supplies and tenders of INNOTECH GmbH shall be effected exclusively on the basis of these GTC. No contrary conditions shall become a part of any contract. Side agreements, amendments, supplements and/or any other deviations from these GTC or the contract shall only be effective if they are in the written form.
Tenders of INNOTECH GmbH that are to be found in prospectuses, advertisements and suchlike are subject to change, also with respect to the prices quoted. INNOTECH GmbH shall be bound to any specially prepared Tenders for a period of 30 calendar days from the date of the offer.
The tender documents, drawings, models, sample items and cost estimates shall remain the property of INNOTECH GmbH and may not be forwarded, reproduced or made accessible to any third parties in any other ways without permission.
3. Prices and Terms of Payment
The prices are to be understood as being subject to the statutory rate of VAT and not including the costs of packaging and freight.
Assembly tasks shall be charged at the respectively valid rates of INNOTECH GmbH if no fixed assembly prices have been agreed.
Subject to any deviating contractual agreements, invoices shall be payable without deductions within 2 weeks of the date of the invoice in EUROs.
4. Delivery periods and Default
The delivery periods are to be understood as being ex works, whereby the period shall only commence after the clarification of any still open technical questions, receipt of any documents to be procured such as drawings and permits, any down or advanced payments and production approvals.
Should the delivery or performance be postponed due to a circumstance for which neither INNOTECH GmbH itself nor any of its legal representatives or vicarious agents bear the responsibility, the delivery periods shall be prolonged by a period corresponding to the time of the delay.
In the case of simple negligence liability shall be restricted to predictable losses typical for this kind of contract. This principle shall also apply in cases of Force Majeure, strikes, lockouts, official decrees and suchlike, even if said obstacles should occur at suppliers to INNOTECH GmbH or the latters’ own suppliers.
Any threatening consequences of any such delays are to be reported immediately in writing. This paragraph shall also apply analogously to deadlines for assembly work.
5. Dispatch and Transfer of Risk
The transfer of risk to the purchaser shall be effected as soon as the shipment has been handed over to the person implementing the transport or has left the company’s premises for the purpose of dispatch. Should the shipment be delayed or not effected at the instigation of the purchaser, the risk shall be transferred to the latter at the time of notification of readiness for shipment. At the purchaser’s request supplies shall be affected in the latter’s name and for the latter’s account.
6. Reservation of Proprietary Rights
Until such time as full and unconditional payment has been effected the goods delivered shall remain the property of INNOTECH GmbH. Should any further claims be held against the purchaser, the reservation of proprietary rights shall remain in force until these have been settled also.
The purchaser shall not be entitled to resell, give away or assign as surety the goods delivered subject to the reservation of proprietary rights.
Should the purchaser resell the reserved goods the purchaser’s claims against its own customer resulting from the sale are ceded to INNOTECH GmbH at this point in time already.
Offsetting on the part of the purchaser is excluded unless it should be a matter of counterclaims that have been either legally established or recognised by INNOTECH GmbH.
In the event of conduct in breach of the contract on the part of the purchaser, in particular default on payment, INNOTECH GmbH shall be entitled to rescind the contract and the purchaser obliged to hand over the goods.
7. Claims based upon Defects and Restriction upon Liability
Should the goods supplied be defective, liability on the part of INNOTECH GmbH is, as a general rule, restricted to post-fulfilment. Post-fulfilment shall be effected by way of rectifying the defect or substitute delivery. Multiple post improvements – generally speaking, two – within a reasonable period of time are permitted.
The right of the purchaser to assert claims based upon defects shall fall under the statute of limitations after a period of 12 months from the time of the transfer of risk has expired, inasmuch as no longer period has been mandatorily prescribed by law.
Evident defects may no longer be asserted if work has been performed subsequent to acceptance. Such defects are to be reported to INNOTECH GmbH in writing without delay but at the latest within a period of one week subsequent to delivery. Hidden defects are to be reported immediately upon discovery. Defective items are to be held ready for inspection by INNOTECH GmbH.
Insignificant and reasonable deviations in dimensions and implementation shall not constitute grounds for complaints. Technical amendments are also deemed as conforming to the contract inasmuch as they do not represent a deterioration of the object’s fitness for use.
No liability shall be assumed for the consequences of improper treatment, application, maintenance or operation of the goods on the part of the purchaser or any of its agents. Likewise, liability for normal wear and tear is ruled out.
The above regulations do not apply to the sale of second-hand items. For consumers a deadline of one year for the assertion of claims based upon defects shall apply here. Second-hand items shall be supplied to business entrepreneurs under the exclusion of any guarantees whatsoever.
8. Other Restrictions upon Liability
Claims resulting from the positive violation of a contractual obligation, culpability at the time of the conclusion of a contract and from illegal actions are excluded both against INNOTECH GmbH itself and against its agents, inasmuch as the loss has not been caused intentionally or through gross negligence. Liability according to the Product Liability Act remains unaffected by this as does liability for damage to life, body and health.
9. Industrial Property Rights
We reserve the proprietary rights and all industrial property rights and rights of authorship to our constructions, samples, technical documents and tenders. Inasmuch as we supply goods in accordance with prescribed constructions, the purchaser shall be liable to us for the fact that no industrial property rights and other rights held by third parties are violated.
10. Court of Jurisdiction
Inasmuch as the purchaser is a merchant as defined in the HGB (German Commercial Code), a legal entity under public law or special fund under public law, the headquarters of INNOTECH GmbH shall be the exclusive court of jurisdiction for any disputes arising directly or indirectly from the contractual relationship.
Should any stipulation of these GTC be or become invalid, this shall not affect the validity of any other provisions and agreements between the parties.