General Terms and Conditions (GTC) of ICONAG-Leittechnik GmbH

A. Validity

A.1 Our GTC shall apply exclusively. Conflicting or deviating terms and conditions in the GTC of our customers shall not be recognized.

A.2 The validity of the GTC of our suppliers shall be excluded; in this respect, the statutory provisions shall apply.

A.3 The following GTC shall not apply only if our customer expressly agrees with us that the VOB shall apply. In this case, the VOB shall apply. The agreement of the VOB must be in writing and signed by both contracting parties. It cannot be made tacitly.

B. Conclusion of Contract

B.1 Written offers on our part can be accepted within 8 weeks.

B.2 Unless a special power of attorney is granted in individual cases, only our management shall be authorized to conclude, formulate or amend contracts.

B.3 Orders placed by our customers are binding and may be accepted by us within 4 weeks, either expressly or by performance of the contract.

B.4 In the case of goods to be delivered, we reserve the right to make minor changes with regard to technical improvements, modifications or further development, insofar as this is reasonable for the customer.

C. Prices and Payments

C.1 In the event of increases in wages, materials or other costs, we reserve the right to adjust prices in commercial transactions to a reasonable extent in proportion to the increase in costs incurred.

C.2 In the event of default in payment, we shall have a right of retention with respect to all services to be rendered to the customer, also on the basis of other contracts.

C.3 In the event of default in payment, we shall be entitled to claim liquidated damages in the amount of 4% above the respective discount rate of the Deutsche Bundesbank as damages for default. The customer shall have the right to prove that the damage is lower, and we shall have the right to prove that the damage is higher.

C.4 In the event of default, the customer shall be obligated to reimburse the collection costs incurred by us in the customary amount up to the amounts applicable according to the German Code of Lawyers' Fees (Rechtsanwaltsgebührenordnung). This shall also apply if a collection agency is commissioned.

C.5 The customer shall only be entitled to set-off/withhold payment if its counterclaims have been acknowledged on the merits and in terms of amount or have been established by a final court decision. In the case of rights of retention, this shall not apply to customers who are not merchants.

C.6 The assignment of claims against us is excluded.

D. Liability and Warranty

D.1 Our liability for slight and medium negligence on our part and on the part of our vicarious agents is excluded, provided that there is no breach of cardinal obligations (essential contractual obligations). Liability for intent and gross negligence shall remain unaffected.

D.2 Our liability is always limited to the typically occurring damage, liability for remote damage is excluded.

D.3 Liability shall in any case be limited to the amount covered by our business liability insurance.

D.4 Obvious defects shall be notified within a preclusive period for warranty claims of two weeks after the defects become apparent.

D.5 Our liability for defects shall be limited to rectification/replacement delivery; if two attempts at rectification/replacement delivery fail, the statutory warranty rights shall apply.

D.6 For goods supplied by third parties, we shall only assume warranty within the framework of the warranty regulations agreed with our supplier, provided that our customer is a merchant, a legal entity under public law or a special fund under public law.

D.7 Warranty claims for our software products shall expire if the customer operates them with hardware not approved by us or together with unsuitable software.

D.8 The customer is aware that in the case of software products minor faults must be accepted and that this does not constitute a defect entitling the customer to a warranty; the only difference is if the software supplied is not usable in the sense of the program description and the user manual.

E. Delivery and Transfer of Risk

E.1 Unless otherwise agreed, our delivery debts are debts to be collected at the customer's expense.

E.2 The risk of accidental loss/deterioration of the goods shall pass to the customer upon dispatch or handover to the carrier, even if we have assumed responsibility for transport. The risk shall also pass to the customer if the customer is in default of acceptance.

E.3 In the event of default on our part, the period of grace to be granted to us pursuant to § 326 BGB shall be at least two weeks.

E.4 In the event of an impediment to performance for which we are not responsible and which cannot be overcome at reasonable expense, we shall be entitled to withdraw from the contract.

F. Retention of Title

F.1 We reserve title to the delivery items until receipt of all payments arising from the business relationship with the customer.

F.2 The customer shall be entitled to resell the goods in the ordinary course of business at normal market prices. The claims against third parties to which he is entitled from the resale are hereby assigned to us. If the realization value of the claims to which we are entitled as a result amounts to more than 20% of our claims against the customer, we shall be obliged to release the excess amount.

F.3 If the delivery item is combined as intended with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery item to the other combined items at the time of combination.

F.4 If the delivery item becomes an integral part of real property or is combined with other items not belonging to us in such a way that we thereby lose ownership of the delivery item, it shall be deemed agreed that the customer assigns to us on a pro rata basis the claims against third parties to which it is entitled as a result of the combination in the amount of the value of the delivery item at the time of the combination.
Insofar as we are entitled to securities whose value exceeds the claims to be secured by more than 20%, we undertake to release the securities to this extent at the customer's request.

F.5 The customer shall be obliged to collect the proceeds from payments received on the claims assigned to us in trust for us separately and distinctly from other payments received and to ensure that they are distinct from other payments until they are forwarded to us, which must be done without delay.

F.6 If the delivery item is seized by third parties prior to full payment of the purchase price, the customer must object with regard to our reserved property and notify us immediately in writing.

F.7 If we file a third party action, the customer shall be liable for any shortfall in judicial and extrajudicial costs for the liabilities of the third party.

G. Communication

G.1 With the assignment, ICONAG-Leittechnik GmbH receives the unlimited and transferable right and release to inform its customers and contacts about the basic cooperation as well as the respective project.

G.2 The release applies to all forms of communication, such as consulting meetings, press releases, technical articles, newsletters or social media postings.

G.3 Excluded from this blanket release are assignments in which deviating provisions have been made, e.g. due to non-disclosure agreements.

H. Place of performance, place of jurisdiction, choice of law

H.1 The place of performance for purchase contracts with fully qualified merchants, legal entities or special funds under public law shall be exclusively the registered office of ICONAG-Leittechnik GmbH.

H.2 In such cases, the place of jurisdiction shall be exclusively the registered office of ICONAG-Leittechnik GmbH.

H.3 German law and, if applicable, the UN Convention on Contracts for the International Sale of Goods (CISG) shall apply exclusively.

Powered by ModuleStudio 1.3.2