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Phone +49 4952 8997 225 -
Email info@inovacat.de
We confirm your order subject to the exclusive application of our general terms and conditions of sale.
(1) These terms and conditions of sale shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.
(2) These terms and conditions of sale shall also govern all future transactions between the parties and shall also apply if we perform delivery despite our knowledge of differing or contrary terms.
(3) These terms and conditions of sale shall only apply vis á vis entrepreneurs, governmental entities, or special governmental estates within the meaning of sec. 310 para. 1 BGB (German Civil Code).
Insofar as the order constitutes an offer within the meaning of § 145 BGB we are entitled to accept the offer within two weeks.
(1) Prices are ex works, exclusive of the respective statutory VAT and exclusive of costs for packaging, except as otherwise expressly agreed upon in writing.
(2) We shall be entitled to request adjustment of the prices, if essential cost parameters such as in particular the prices of precious metals on the world markets change between the closing of a purchase agreement and the delivery time as notified or agreed upon. We will make best efforts to notify purchaser about the price adjustment as well as the circumstances causing the adjustment in writing. If such notification is not possible or not doable, price adjustment shall be made upon invoicing.
In case the Purchaser makes an immediate advance payment of the partial amount of the order as agreed, regarding precious metals a fixed price shall apply if we explicitly agree upon such procedure in writing with the purchaser.
(3) The purchase price is due and payable net within 14 days from the date of the invoice except as otherwise expressly agreed upon in writing. From the due date default interest in the amount of 8 % above the respective base interest rate p. a. shall accrue. We reserve all rights to claim further damages for delay.
The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.
(1) We deliver Ex Works (Incoterms 2010) ex works, excluding packaging. Transportation shall be made at the expense and risk of purchaser. Packaging shall be appropriate. Special requests regarding packaging will be complied with against payment. Upon request we shall insure the goods in the name and at the expense of purchaser.
(2) With regard to the batch we reserve the right to make excess or short deliveries of up to 5% at maximum and in order to match packaging units or partial deliveries.
(3) We notify you of the delivery time only after clearance of any and all commercial and technical details of the order. Unless explicitly agreed upon otherwise in writing, such notification shall be approximate and subject to change.
(4) Purchaser shall be entitled to rescind the contract within 4 weeks after we have send him a written notification that the goods cannot be procured for a long term promptly after we have obtained knowledge, but at latest within 4 weeks after the order has been made. The cancellation has to be made in writing. Such right to rescind the contract shall not apply with regard to special orders, that are delivery of goods, which have been fitted for Purchaser’s special purpose.
(5) Delivery is conditioned upon timely and proper performance of all duties of the purchaser. Defences based on non-performance of the contract are reserved.
(6) In case of default in acceptance or other breach of duties to cooperate by the purchaser we are entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the purchaser at the time of such default or breach of duty to cooperate.
The risk of loss or damage to the goods passes to the purchaser upon Ex Works (Incoterms 2010).
If the purchaser demands shipment of the goods the risk of loss or damage to the goods passes to the purchaser upon dispatch.
(1) We retain title to the goods until receipt of all payments in full. In case of breach of contract by the purchaser including, without limitation, default in payment, we are entitled to take possession of the goods.
(2) The purchaser shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods.
(3) As long as the purchase price has not been completely paid, the purchaser shall immediately inform us in writing if the goods become subject to rights of third persons or other encumbrances.
(4) The purchaser may resell goods subject to the above retention of title only in the course of his regular business. For this case, the purchaser hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment the purchaser shall be entitled to receive the payment on the assigned claims. To this end, we agree to not demand payment on the assigned claims to the extent the purchaser complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.
(5) The purchaser may process or treat goods subject to the above retention of title only in his regular business. In this case, the processing or treatment shall be made in the name and on behalf of us. In the case of a connection or amalgamation with other Products (sec. 947, 948 German Civil Code) we shall obtain co-ownership in the newly manufactured goods in proportion of the value of our goods to the other goods as of the time of processing or treatment. The value created by the processing or treatment shall be with the purchaser.
(6) Insofar as the above securities exceed the secured claim by more than 10 %, we are obligated, upon our election, to release such securities upon the purchaser’s request.
(1) Agreed condition of our goods (“Beschaffenheit”) within the meaning of sec. 434, sec. 1 German Civil Code) shall solely be the condition set out in our order confirmation. We do not assume any further warranty.
(2) Precondition for any warranty claim of the purchaser is the purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).
(3) Warranty claims shall be time-barred after 12 months of the passage of risk.
(4) In case of non-conformity of the goods the purchaser is entitled to alternative performance in the form of removal of defects or delivery of conforming goods. If such alternative performance has failed, the purchaser is entitled to reduce the purchase price or to withdraw from the contract.
(5) In the case of removal of defects, we shall be obliged to compensate any expenditure necessary in order to remove the defect, such as in particular cost of transport, travel, work and material, unless such cost are increased due to the fact that the goods have been brought to a place other than the place of performance.
(1) In case of intent or gross negligence on our part or by our agents or assistants in performance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentionally our liability for damages shall be limited to the damage typically predictable in case of use of our goods in compliance with the specifications.
(2) Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.
(3) Any liability not expressly provided for above shall be disclaimed.
We shall be entitled to assign the claims arising out of this agreement to third parties.
(1) This contract shall be governed by the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods).
(2) Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be the seat of our company.
(3) An invalidity of individual provisions of this agreement shall not affect the validity of the other provisions. The invalid provision shall be deemed to be substituted by a provision which complies with the concurrent intention of the parties. Sentence 1 and 2 shall apply accordingly with regard to unintentional gaps within the agreement.
