§ 1 General, scope of application
- Our General Terms and Conditions of Business shall apply exclusively; we shall not recognize any terms and conditions of the business partner that conflict with or deviate from our General Terms and Conditions of Business unless we have expressly agreed to their validity in writing. Our General Terms and Conditions of Business shall also apply if we accept or make deliveries or supplies without reservation in the knowledge of terms and conditions that conflict with or deviate from our General Terms and Conditions of Business.
- All agreements made between us and our business partner for the purpose of executing the contract shall be set down in writing in this contract.
- Our General Terms and Conditions shall also apply to all future business.
§ 2 OFFER AND CONCLUSION OF CONTRACT
- Our offers are subject to change and non-binding. A contract is only concluded when IC INTRACOM Vertriebs GmbH has confirmed an order of the purchaser in writing or by telex. The same applies to supplements, amendments and ancillary agreements. IC INTRACOM Vertriebs GmbH reserves the right to confirm the conclusion of the contract by means of an invoice.
- Dimensions, drawings and illustrations etc. are not binding. We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties. This shall apply in particular to such written documents which are designated as confidential; the customer shall require our express written consent before passing them on to third parties.
- Improvements or changes of the performance are permissible as far as they are reasonable for the purchaser considering the interests of IC INTRACOM Vertriebs GmbH.
- In the case of service and development orders, a written date and price commitment shall be deemed to be a non-binding indicative date/price and not a binding commitment, as unforeseeable changes in dates and prices may occur.
§ 3 PRICES
- Unless otherwise stated in the order confirmation, our prices are „ex works“, excluding packaging; this will be invoiced separately.
- The statutory value added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.
- Unless otherwise agreed, IC INTRACOM Vertriebs GmbH shall be bound to the prices contained in its offers for 15 days from the date of the offer.
- Unforeseeable changes in customs duties, import and export fees, foreign exchange management, etc. entitled IC INTRACOM Vertriebs GmbH to adjust prices accordingly.
- In the case of call orders, the agreed price at the time of conclusion of the contract shall serve as the basis. Price changes during the term of the call-off contract entitle IC INTRACOM Vertriebs GmbH to adjust the price.
§ 4 DELIVERY AND PERFORMANCE TIME
- All delivery agreements must be in writing. Delivery periods start with the date of the order confirmation by IC INTRACOM Vertriebs GmbH and require the clarification of all technical questions.
- All delivery obligations are subject to IC INTRACOM Vertriebs GmbH’s own timely delivery. Corresponding dispositions are to be proven by IC INTRACOM Vertriebs GmbH.
- Partial deliveries and partial services are permissible. In the case of supply contracts, each partial delivery and partial performance shall be deemed to be an independent performance for which the validity of these General Terms and Conditions is expressly agreed.
- Delay in delivery does not occur in case of force majeure, as well as due to events that make the delivery significantly more difficult or impossible for the seller. This includes, in particular, operational disruptions, force majeure and strikes, etc., regardless of whether these occur in IC INTRACOM Vertriebs GmbH’s own operations, those of its supplier or its subcontractor. In all these cases, the purchaser may not claim damages for delay or damages for non-performance.
- In the event of delays in delivery and performance for which IC INTRACOM Vertriebs GmbH is not responsible, IC INTRACOM Vertriebs GmbH shall be entitled to postpone the delivery or performance for the duration of the hindrance plus a period of two months or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
- If the delays in delivery and performance last longer than two months, the Buyer shall be entitled to set a reasonable grace period with a threat of rejection. After the fruitless expiration of this grace period, he is entitled to withdraw from the contract. The purchaser shall only be entitled to claims for damages due to non-performance in the amount of the foreseeable damage if the delay was due to intent or gross negligence on the part of IC INTRACOM Vertriebs GmbH. Otherwise, the liability towards merchants is limited to the right of withdrawal, excluding claims for damages.
§ 5 SHIPMENT AND TRANSFER OF RISK
- Unless otherwise stated in the order confirmation, delivery „ex works“ for the account and at the risk of the customer of IC INTRACOM Vertriebs GmbH is agreed. If no separate agreement has been made with regard to the shipment, the transport will be carried out to the best of our judgement, but without any responsibility for the cheapest shipment.
- If the customer desires, IC INTRACOM Vertriebs GmbH shall take out freight and transport insurance for the delivery; the costs incurred in this respect shall be borne by the purchaser.
- In case of shipments to IC INTRACOM Vertriebs GmbH, the sender shall bear any risk, in particular the transport risk until the arrival of the goods at IC INTRACOM Vertriebs GmbH, as well as the entire transport costs.
§ 6 TERMS OF PAYMENT
- Unless otherwise agreed, the invoices of IC INTRACOM Vertriebs GmbH are due for payment immediately and without deduction. Any deductions will be charged back.
- Deliveries of IC INTRACOM Vertriebs GmbH are always made against cash, cash in advance or cash on delivery. A free delivery is only possible within the framework of a credit check, whereby a purchasing framework (limit) is determined by IC INTRACOM Vertriebs GmbH. This framework can be revoked or changed by us at any time without giving reasons.
- The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged by us. Furthermore, he shall only be entitled to exercise his right of retention to the extent that his counterclaim is based on the same contractual relationship.
- For small order volumes we charge a minimum quantity surcharge.
- In the event of non-payment despite the due date, we shall be entitled to charge default interest in the amount of our bank interest or to claim damages for delayed performance or to withdraw from the contract and claim damages for non-performance. In the latter case, we are entitled to demand or retain any agreed down payment, but at least 15% of the purchase price, as a contractual penalty. This amount is also considered the minimum damage for non-performance. In the event of a delay in payment by the purchaser, we shall be entitled to declare all outstanding invoices due for payment immediately (deadline loss).
- All payments shall in principle be credited against the first debt, irrespective of any provisions of the buyer to the contrary. If costs of collection and interest have already been incurred, the payment shall first be credited against the costs, then against the interest and finally against the principal claim.
- A payment shall only be deemed to have been made when the amount of the claim has been credited to the account of IC INTRACOM Vertriebs GmbH. The same applies to the cashing of checks and bills of exchange.
- If IC INTRACOM Vertriebs GmbH becomes aware of circumstances that call into question the creditworthiness of the customer, in particular if the customer does not meet his payment obligations, stops his payments or if a bank does not honor a check or a bill of exchange of the customer, IC INTRACOM Vertriebs GmbH is entitled to immediately withdraw from the delivery contract without special prior notice. IC INTRACOM Vertriebs GmbH is especially entitled to make further deliveries dependent on an advance payment, bank guarantee or security.
- IC INTRACOM Vertriebs GmbH is entitled to assign its claims with all resulting rights. Payment shall be made to the assignees exclusively with debt-discharging effect.
§ 7 RESERVATION OF OWNERSHIP
- IC INTRACOM Vertriebs GmbH retains ownership of the purchased item until receipt of all payments from the delivery contract. In case of breach of contract by the purchaser, in particular in case of default of payment, we are entitled to take back the purchased goods. The taking back of the purchased goods by IC INTRACOM Vertriebs GmbH does not constitute a withdrawal from the contract, unless this is expressly declared. The seizure of the purchased item by IC INTRACOM Vertriebs GmbH shall always constitute a withdrawal from the contract. IC INTRACOM Vertriebs GmbH shall be entitled to use the object of sale after taking it back; the proceeds of the sale shall be credited against the customer’s liabilities – less reasonable costs of sale.
- The buyer is obliged to treat the purchased goods with care; in particular, he is obliged to insure them at his own expense against fire, water and theft damage at replacement value. If maintenance and inspection work is required, the purchaser must carry this out in good time at its own expense.
- In case of seizure or other interventions by third parties, the purchaser shall immediately notify IC INTRACOM Vertriebs GmbH in writing so that IC INTRACOM Vertriebs GmbH can take legal action. Insofar as the third party is not in a position to reimburse IC INTRACOM Vertriebs GmbH for the judicial and extrajudicial costs of a lawsuit, the purchaser shall be liable for the loss incurred by IC INTRACOM Vertriebs GmbH.
- The purchaser shall be entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to IC INTRACOM Vertriebs GmbH all claims in the amount of the final invoice amount (including VAT) arising from the resale against his customer or third parties, irrespective of whether the object of sale has been resold without or after processing. The purchaser remains authorized to collect this claim even after the assignment. The authority of IC INTRACOM Vertriebs GmbH to collect the claim itself shall remain unaffected by this. However, IC INTRACOM Vertriebs GmbH undertakes not to collect the claim as long as the purchaser meets his payment obligations from the collected proceeds, is not in default of payment and, in particular, no petition for the institution of bankruptcy or composition proceedings has been filed or there is no cessation of payments. If this is the case, however, IC INTRACOM Vertriebs GmbH may demand that the purchaser discloses the assigned claims and their debtors, provides all information required for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
- The processing or transformation of the object of sale by the purchaser shall always be carried out for IC INTRACOM Vertriebs GmbH. If the purchased item is processed with other items not belonging to IC INTRACOM Vertriebs GmbH, IC INTRACOM Vertriebs GmbH 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. For the rest, the same shall apply to the object created by processing as to the object of sale delivered under reservation.
- If the purchased item is inseparably mixed with other items not belonging to IC INTRACOM Vertriebs GmbH, IC INTRACOM Vertriebs GmbH shall acquire co-ownership of the new item in the ratio of the value of the purchased item to the other mixed items at the time of mixing. If the mixing takes place in such a way that the Buyer’s item is to be regarded as the main item, it shall be deemed to be agreed that the Buyer transfers co-ownership to us on a pro rata basis. The purchaser shall keep the sole ownership or co-ownership thus created for IC INTRACOM Vertriebs GmbH.
- The purchaser also assigns to us the claims to secure our claims against him which arise against a third party through the connection of the object of sale with a plot of land.
- IC INTRACOM Vertriebs GmbH undertakes to release the securities to which it is entitled at the request of the purchaser to the extent that the value of the securities exceeds the claims to be secured by more than 20%; IC INTRACOM Vertriebs GmbH shall be responsible for selecting the securities to be released.
- In case of default of payment – in particular after dishonor of checks and bills of exchange – IC INTRACOM Vertriebs GmbH shall be entitled to take possession of the goods subject to retention of title by entering the business premises by agents who shall have to legitimize themselves accordingly, without the existence of corresponding court titles or authorizations after assertion of the retention of title. The buyer shall bear the full cost of removal.
§ 8 PRODUCT PICTURES
- All product images shown in the online store of IC INTRACOM Vertriebs GmbH are the property of IC INTRACOM Vertriebs GmbH or IC INTRACOM Vertriebs GmbH has been granted the rights to publish the images. Unauthorized use, copying, duplication or modification of these images without permission is strictly prohibited.
- All product images shown in the online store of IC INTRACOM Vertriebs GmbH are symbolic images. Products may vary from appearance, but the main technical specifications are the same. Complaints in this regard will not be approved!
§ 9 WARRANTY
- Warranty rights of the purchaser presuppose that the purchaser, in the event that he is a merchant, has duly complied with his obligations to inspect the goods and give notice of defects in accordance with §§ 377, 378 of the German Commercial Code (HGB).
- If the purchaser is not a merchant, any defects must nevertheless be reported in writing without delay, but at the latest within one week of becoming aware of the defects. After expiration of this period IC INTRACOM Vertriebs GmbH is free of warranty obligations.
- Insofar as IC INTRACOM Vertriebs GmbH is responsible for a defect in the purchased item, it shall be entitled at its discretion to remedy the defect or to make a replacement delivery. In the event of rectification of defects, IC INTRACOM Vertriebs GmbH shall be obliged to bear all expenses required for the purpose of rectification of defects, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item has been transported to a place other than the place of performance.
- If IC INTRACOM Vertriebs GmbH is not prepared or not in a position to remedy the defect/replace the delivery, in particular if this is delayed beyond a reasonable period of time for reasons for which IC INTRACOM Vertriebs GmbH is responsible, or if the remedy of the defect/replace the delivery fails in any other way, the purchaser shall be entitled, at his discretion, to withdraw from the contract or to demand a corresponding reduction of the purchase price.
- In cases of justified notices of defects, claims exceeding the above claims (e.g. claim for damages under warranty or positive breach of contract at the time of conclusion of the contract, tort, impossibility, delay, failure or performance of the replacement delivery pp.) are excluded, unless the damage is based on an intentional or grossly negligent breach of contract by IC INTRACOM Vertriebs GmbH or one of its legal representatives or vicarious agents.
- If the delivered goods lack a warranted characteristic at the time of the transfer of risk, claims for damages, insofar as the obligation to pay compensation is based on a positive breach of contract, are only justified insofar as we, our legal representatives or our vicarious agents can be accused of intentional or grossly negligent conduct.
- In all other respects, claims for damages arising from culpa in contrahendo, from positive breach of contract, from tort or from breach of ancillary contractual obligations shall be excluded, unless they can be attributed to intent or gross negligence.
- If IC INTRACOM Vertriebs GmbH, its legal representatives or its vicarious agents negligently violate a material contractual obligation, the liability to pay compensation for property damage and personal injury shall be limited to the amount covered by the liability insurance of IC INTRACOM Vertriebs GmbH. IC INTRACOM Vertriebs GmbH agrees to allow the purchaser to inspect the insurance policy upon request.
- The warranty period is six months, calculated from the transfer of risk. This period is a limitation period and shall also apply to claims for compensation for consequential harm caused by a defect, insofar as no claims in tort are asserted.
- Any further liability for damages than set out above (§ 8 par. 1-9) is excluded.
- The regulation according to pt. 10 shall not apply to claims under §§ 1.4 Product Liability Act. The same shall apply in the event of initial inability or impossibility for which we are responsible.
- Insofar as the liability of IC INTRACOM Vertriebs GmbH is excluded or limited, this shall also apply to the personal liability of its employees, representatives and vicarious agents.
§ 10 RETURN AND EXCHANGE
- Return or exchange of merchandise can only be made after prior written agreement, provided that the goods are in their original packaging and in mint condition. The return of custom-made products, programs and wear parts is excluded. All freight charges incurred shall be borne by the buyer.
- In the event of an agreed return or exchange, we will charge a reasonable amount as compensation for handling and wear and tear of the returned goods.
§ 11 SOFTWARE
- Insofar as computer programs are included in the scope of delivery, the purchaser shall be granted a simple and limited right of use for these. This means that he may neither copy them nor make them available to others for use. A multiple right of use requires a special written agreement. In the event of a breach of these rights of use, the purchaser shall be liable in full for the resulting damage.
- The programs included in the scope of delivery are standard software that has not been tested by the seller and the seller does not assume any liability or warranty for their function, freedom from defects and possible faults.
§ 12 APPLICABLE LAW
- For these terms and conditions, as well as the entire legal relations between IC INTRACOM Vertriebs GmbH and the purchaser, Austrian law shall be deemed to be mandatorily agreed.
- Other national laws, as well as the uniform international sales law (EKA and EKAG, both from 17.07.1973) are connected.
§ 13 PLACE OF JURISDICTION, PLACE OF PERFORMANCE
- If the customer is a registered trader, the place of jurisdiction shall be the registered office of IC INTRACOM Vertriebs GmbH. However, IC INTRACOM Vertriebs GmbH shall also be entitled to sue the purchaser at the court of his domicile.
- Unless otherwise stated in the order confirmation, the place of performance shall be the registered office of IC INTRACOM Vertriebs GmbH.
§ 14 DATA PROTECTION
IC INTRACOM Vertriebs GmbH shall be entitled to process the data about the purchaser received with regard to or in connection with the business relationship, irrespective of whether they originate from the purchaser itself or from third parties, taking into account the Federal Data Protection Act.
§ 15 SEVERABILITY CLAUSE
Should any provision in these terms and conditions or any other provision within the scope of other agreements be invalid, this shall not affect the validity of all other provisions or agreements. In this case, the provision that most closely corresponds to the presumed will of both parties, taking into account the statutory wording, shall be deemed to have been agreed.