general terms & conditions

intos AGB / Status 1.01.2006 for use in business dealings with contractors

General information

All deliveries and services are subject to these terms and conditions. These terms and conditions shall be deemed accepted at the latest upon receipt of the goods or services. Any conflicting terms and conditions of business or purchase of the buyer shall only be accepted if they have been expressly agreed in writing. Subsidiary agreements as well as supplements to the contract are legally ineffective, unless they have been confirmed in writing by intos GmbH

Offer and Contracts

Our offers are subject to change and non-binding. A contract will only be effective if intos GmbH confirms an order of the buyer in writing by mail/letter or by telefax. The same applies to supplements, changes or subsidiary agreements.

intos GmbH reserves the right to confirm the conclusion of a contract by means of an invoice. Dimensions, drawings and illustrations etc. are not binding. Cost estimates can be exceeded or lower by 15%.

Improvements or modifications of the service are permissible, as far as they are reasonable for the buyer under consideration of the interests of intos GmbH.

In the case of service and development orders, a written date and price commitment is regarded as a non-binding target date/ target price and not as a binding commitment, as unforeseeable date and price changes may occur.

If the Buyer finally refuses to accept the performance in whole or in part, or if the contract is not performed for reasons for which the Buyer is responsible, the Seller may demand compensation for damages in the amount of 25% of the contract value instead of payment of the purchase price, with simultaneous withdrawal from the contract.

Special Designs

For custom-made products 50% of the total amount is to be paid in advance, and 50% when the goods are ready for dispatch. For wrong orders, incorrect orders and orders which do not correspond to the specification of the end customer or which were wrongly specified by the end customer, the buyer has to bear all costs.

Prices

All prices are exclusive of the value added tax applicable on the day of delivery, ex warehouse or, in the case of direct shipment, ex German border or FOB German port of import. For all services, we expressly reserve the right to dispatch by cash in advance or cash on delivery.

Additional services that are not included in the order confirmation, such as installation costs, commissioning, shipping costs, packaging costs, insurance, L/C, testing and consulate costs, will be charged separately. Unforeseeable changes of customs duties, import and export fees, foreign exchange control etc., entitle intos GmbH to a relevant price adjustment.

In the case of call-off orders, the agreed price at the time the contract is concluded shall serve as the basis. Price changes during the term of the call-off contract entitle intos GmbH to adjust the price.

Delivery and Service Time

Basis of the intos GmbH terms of delivery are the "General terms of delivery for products of the electrical industry".

All delivery agreements must be made in writing and are only valid from the date of receipt of the order which has been technically and commercially clarified. Delivery periods shall begin with the date of the order confirmation by intos GmbH. All delivery obligations are subject to our own timely delivery. Corresponding dispositions have to be proved by intos GmbH.

Partial deliveries and partial services are permissible. In the case of supply contracts, each partial delivery and partial performance shall be deemed an independent performance. In the event of non-compliance with the delivery period, the buyer is entitled and obliged to grant the seller a grace period of 4 weeks in accordance with § 326 section 1 BGB. Delay in delivery does not occur in the case of force majeure, as well as due to events that make delivery by the seller significantly more difficult or impossible, including all operational disruptions, force majeure and strikes, etc., regardless of whether these occur in the own company, that of the supplier or sub-supplier. In these cases the buyer cannot claim damages for delay or compensation for non-performance.

In the event of delays in delivery and performance for which intos GmbH is not responsible, intos GmbH shall be entitled to postpone the delivery or performance for the duration of the hindrance plus a period of 2 months, or to withdraw from the contract in whole or in part due to the part not yet fulfilled.

If the delay in delivery and performance lasts longer than 2 months, the buyer is entitled to withdraw from the contract with regard to the part not yet fulfilled. If the delay in delivery and performance is prolonged by reasons for which intos GmbH is not responsible, the purchaser may derive claims for damages from this. intos GmbH can only refer to the aforementioned circumstances if they inform the customer immediately in writing.

In case of delay in delivery for which intos GmbH is responsible, merchants only have the right to withdraw from the contract to the exclusion of claims for damages.

Shipping and Transfer of Risk

All risks shall pass to the buyer as soon as the goods have been handed over to the person carrying out the transport or have left the warehouse of intos GmbH for the purpose of dispatch. However, intos GmbH will insure the goods at the expense of the buyer, if the buyer requests the insurance of the goods.

In case of shipments to intos GmbH the sender shall bear any risk, especially the transport risk until the arrival of the goods at intos GmbH, as well as the total transport costs.

Terms of Payment

Depending on the agreement, invoices are payable by cash on delivery, crossed cheque, bank transfer without discount.

All payments will always be credited to the oldest debt, regardless of any other provisions of the buyer. If collection costs and interest have already been incurred, the payment will first be credited against the costs, then against the interest and finally against the principal claim.

The buyer is only entitled to set-off, retention or reduction if the counterclaims have been legally established.

Partial deliveries and partial services can be invoiced separately. A payment shall only be deemed to have been made when the amount due has been credited to the bank account of intos GmbH. The same applies to the cashing of cheques.

If the buyer does not meet his payment obligations, stops payments or a bank does not honour a cheque, intos GmbH is entitled to withdraw from the delivery contract immediately without special prior notice. In these cases all claims of intos GmbH against the buyer will become due immediately in one amount without special request. The same shall apply if intos GmbH becomes aware of other circumstances which call into question the creditworthiness of the customer.

If intos GmbH continues to adhere to the contract, it is entitled to demand advance payment, bank guarantee or securities.

intos GmbH shall be entitled to exclude the buyer in default from further deliveries, even if corresponding delivery contracts have been concluded.

From the time of default intos GmbH shall be entitled to charge interest at the interest rate charged by commercial banks for open overdrafts. The purchaser shall bear all collection, possible court and enforcement costs.

intos GmbH is entitled to assign claims.

Advance payments

If our supplier demands advance payments, these must also be paid simultaneously by the purchaser.

Retention of Title

intos GmbH shall retain title to the delivered goods and services until complete payment of all claims against the purchaser arising or to be arising from the business relationship, irrespective of their nature and legal basis.

In the case of current invoices, the reserved title shall be deemed security for the balance carried forward. Treatment or processing of the goods delivered by intos GmbH and still owned by them will be carried out on behalf of intos GmbH without any liabilities for intos GmbH arising from this.

In the case of installation in third party goods by the purchaser, intos GmbH shall become co-owner of the newly created products in the ratio of the value of the goods delivered by intos GmbH to the value of the co-used goods.

If goods delivered by intos GmbH are mixed or combined with other objects, the purchaser assigns already now his rights of ownership or co-ownership to the mixed stock or the new object and stores it free of charge with the necessary care for intos GmbH. The purchaser is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledging and transfer by way of security are not permitted.

Any claims arising from the resale or any other legal ground (insurance/unlawful act) with regard to the reserved goods (including all balance claims from current account) shall be assigned by the seller to intos GmbH in full already now by way of security. intos GmbH revocably authorises the buyer to collect the claims assigned to them for their account in his own name. The direct debit authorisation can only be revoked if the purchaser has not properly fulfilled his payment obligations.

In case of access of third parties to the reserved goods the purchaser will point out the property of intos GmbH and inform them immediately. The purchaser shall avert access by third parties. In case of default of payment - especially by dishonouring a cheque - intos GmbH is entitled, without the existence of corresponding judicial titles or authorisations, after assertion of the reservation of title, to take possession of the reserved goods by entering the business premises by agents who have to legitimise themselves accordingly. The buyer shall bear the costs of the removal in full.

If a cheque is not cashed, the purchaser undertakes, at the request of intos GmbH, to return the goods received to intos GmbH to the remaining extent at his own expense and risk.

Taking back as well as seizure of the reserved goods by intos GmbH does not constitute withdrawal from the contract - unless the law on instalment payments is applicable.

If the value of the retained securities exceeds 25%, intos GmbH will release securities of its choice upon request of the purchaser. The purchaser shall bear the burden of proof that the retained securities exceed 25%.

Warranties

The warranty period for all products delivered by us is 12 months. The period begins with the delivery date. If operating and maintenance recommendations of intos GmbH are not followed, if changes are made to the goods, parts are exchanged or consumables are used which do not correspond to the original specification, the warranty will become void.

The warranty obligation of intos GmbH shall be limited to a repair of the respective goods. In case of failed rectification a subsequent delivery (replacement delivery) will be made. Thereafter the purchaser is entitled to an unlimited claim for cancellation of the contract and reduction of the purchase price for the defective goods after setting a reasonable period of grace.

For goods returned in other than original packaging, any right of conversion is generally excluded.

Incompatibilities with similar components and devices of other manufacturers already in use shall not constitute a defect in the goods delivered by the Seller.

The purchaser must notify intos GmbH of any defects in writing without delay, but at the latest within one week of becoming aware of the defects. After expiry of this period intos GmbH shall be free from warranty obligations.

In the event of a notice of defect, the buyer is obliged to return the defective device or part at his own expense and risk, together with a precise description of the defect, stating the model and serial number, and a copy of the delivery note with which the goods were delivered, to technical department of intos GmbH.

The replacement of parts, assemblies or entire devices does not result in new warranty periods. Parts subject to wear and tear, such as print heads, ink ribbons, type wheels, etc., as well as improper use, storage and handling of devices, as well as unauthorized intervention and opening of devices, will result in warranty claims being excluded. The warranty is limited exclusively to the repair or replacement of the damaged delivery items. If, in the course of the repair efforts by intos GmbH, data on the devices to be repaired is lost, then this risk shall be borne by the client. Liability for normal wear and tear is excluded.

The above paragraphs conclusively contain the warranty for the delivered goods and exclude other warranty claims of any kind.

Software

Insofar as programs are part of the scope of delivery, the buyer is granted a simple, unrestricted right of use for these, i.e. he may neither copy them nor allow others to use them. A multiple right of use requires a special written agreement. In case of violation of these rights of use, the buyer is liable for the full amount of the resulting damage.

Other Claims for Damages

intos GmbH shall only be liable for claims for damages arising from positive breach of contract, unauthorised action, organisational fault, fault of final contract, if intos GmbH or its vicarious agents are guilty of intent or gross negligence.

Applicable Law

The law of the Federal Republic of Germany shall be deemed to have been agreed as mandatory for these terms and conditions of business as well as the entire legal relations between intos GmbH and the buyer. Other national rights, as well as the uniform international purchase law (EKA, EKAG, each dated 17.7.73) are excluded.

Insofar as the purchaser is a registered trader within the meaning of the German Commercial Code (HGB), a legal entity under public law or a public special fund, Stuttgart is agreed as the exclusive place of jurisdiction for all disputes arising directly or indirectly from the business relationship.

Should a provision in these terms and conditions or a provision within its possibilities of other agreements be invalid, the validity of all other provisions or agreements shall not be affected.

Privacy Policy

intos GmbH shall be entitled to process the data on the buyer received in relation to the business relationship or in connection with it, regardless of whether these data originate from the buyer himself or from third parties, in the sense of the Federal Data Protection Act. This notice replaces the notification in accordance with the Federal Data Protection Act that personal data about the customer are stored and processed by means of EDP.

Liability

intos GmbH is not liable for loss of production, interruption of operations, loss of profit, loss of data and information.

Export

We would like to point out that the export of the delivered goods may only take place with the prior official approval. The Federal Office of Economics and Export Control (BAFA) shall provide binding information regarding the export.

For the goods intended for export to critical countries an export licence according to the Foreign Trade and Payments Ordinance will be obtained from the Federal Office of Economics and Export Control (BAFA) of intos GmbH.