These General Terms and Conditions apply to all provided supplies and services of ifw Jena to entrepreneurs according to § 14 BGB, unless other arrangements were made. At the latest with the order of the delivery or service these conditions are considered as accepted. Conflicting and deviating business or purchasing conditions of our customers are not recognized; they are hereby explicitly contradicted. Collateral agreements and additions to the contract, in particular the amendment of the following terms and conditions, are legally invalid unless they have been confirmed in writing by ifw Jena. These terms and conditions apply mutatis mutandis to service contracts, work contracts and mixed contracts.
If no deviating agreements have been made, offers by ifw Jena are not deemed to be an application for the conclusion of a contract within the meaning of § 145 BGB and are non-binding. The information in the offer does not guarantee the quality according to § 443 BGB. The documents belonging to an offer, such as illustrations, drawings, weights and measurements as well as other performance data are only approximate, unless they are expressly designated as binding. ifw Jena has the sole property rights and copyrights to offers, cost estimates, calculations, illustrations and drawings as well as other documents. They must not be made accessible to third parties and must be treated as confidential documents.
In the case of service, research and development contracts, a written date and price commitment is a non-binding guideline or target price and not a binding commitment, since unforeseen changes in dates and prices may occur.
We are bound to the prices in offers expressly marked as binding for 4 weeks from the date of the offer.
A contract is only concluded by our written order confirmation or by our delivery or service. An order is binding for the customer. The information provided to us in connection with orders is not considered confidential. Supplements, amendments or additional agreements require our written confirmation to be effective. Verbal agreements and e-mails are ineffective, unless they are confirmed in writing. Improvements or changes to the delivery or service by ifw Jena are permissible insofar as they are reasonable for the customer taking into account his interests as well as the interests of ifw GmbH.
Contracts for educational services to be provided by ifw Jena (in particular, training and further education events as well as seminars) are concluded through the registration. However, ifw Jena reserves the right to withdraw from the contract in justified exceptional cases (for example, no cost coverage due to a lack of participants).
A cancellation of contracts is not possible, unless ifw Jena agrees to the cancellation. In the case of a cancellation of a contract for which services have already been provided by ifw Jena, the costs incurred up to the cancellation plus a surcharge for lost profit will be charged to the client.
In the case of contracts for educational services to be rendered by ifw Jena, 50% of the agreed fee will be reimbursed by ifw Jena for cancellations up to one week before the start of the service to be provided. Cancellations of the contract after the start and within one week before the start of the service are not possible, unless ifw Jena agrees to the cancellation. In this case, the costs incurred up to the cancellation plus a surcharge for lost profit will be charged to the client.
Decisive for the range and prices of the delivery or service is the written order confirmation or if this was not created, the offer. Unless otherwise expressly agreed, we deliver or render ex works to our specified business address.
Additional services not included in the offer will be charged separately. This applies in particular to measurements and calibrations within the scope of order processing that were not foreseeable at the time the offer or the order confirmation was created or which are carried out at the request of the customer.
For larger orders, payments for interim invoices issued will be due, depending on the work performed or the costs incurred.
All prices are ex works plus packaging, insurance and postage/freight; the same applies to partial deliveries and urgent deliveries unless other conditions have been agreed separately. All prices are exclusive of VAT, which will be invoiced in accordance with the legal requirements in the currently prescribed amount.
Unforeseeable changes in customs duties, import and export charges of Germany or other supplier countries, exchange rates, etc. entitle ifw Jena to a corresponding price adjustment.
Delivery, service dates and deadlines are not binding and are only valid after a written confirmation. The delivery or service period begins with the date of our order confirmation, but not before clear clarification of all details of the order with the provision of any required certificates. They are deemed to have been met with the timely notification of readiness for dispatch if the delivery can not be dispatched in good time without our fault. ifw Jena is entitled to partial deliveries and partial services at any time. In the case of deadlines and dates that have not been designated as binding in accordance with the order confirmation, the customer can designate a reasonable deadline for the delivery or service at the earliest at 2 weeks after the expiry of the order. Only after expiry of this period can we fall into arrears. Notwithstanding our rights of default of the customer, deadlines are extended by the period by which the customer has not fulfilled his obligations to us. In the case of a breach of duty by ifw Jena, damages are only liable in accordance with clause 9 of these general terms and conditions.
The customer is obliged to accept a work made for him within a period of 10 working days from delivery, unless it is a non-acceptable work. If no explicit refusal of acceptance takes place within this period, the work is deemed accepted. The same applies if the customer tacitly uses, sells, processes or disposes of the work in any other way.
Shipping and transport are always at the risk of the customer. The risk, even for partial deliveries, is transferred to the customer as soon as the consignment has been handed over to the person carrying out the transport or has left our factory for the purpose of shipping our warehouse or ex works. The §§ 446, 447 BGB apply accordingly.
If the shipment is delayed for reasons that lie with the customer, the risk of accidental deterioration and accidental loss passes to the customer upon notification of readiness for shipment. Storage costs after transfer of risk shall be borne by the customer. Further claims remain unaffected.
If the customer is in default of acceptance, we are entitled to demand compensation for expenses incurred by us; upon default of acceptance, the risk of accidental deterioration and accidental loss is transferred to the customer.
Invoices are payable within 14 calendar days of the invoice date without deduction in cash or by bank transfer to our business account, as far as no other method of payment has been agreed. The day of the credit note at the paying office of ifw Jena is considered as payment. Payments are to be made free to our paying agent. The settlement of the invoice amount by bill of exchange and credit card will not be accepted.
Several clients are jointly and severally liable. All claims become due immediately if the payment period or the suspension of payments by the customer is exceeded. In these cases, we are entitled to demand advance payments or security for the underlying or future deliveries and services and, if the advance payment or security is not provided within 14 calendar days, to withdraw from the contract without setting a new deadline.
If the payment deadline is exceeded, ifw Jena reserves the right to charge interest at least to the statutory amount. The customer also bears the entire costs of recovery, any legal fees and enforcement costs.
The withholding of payments or offsetting against the customer's counterclaims disputed by ifw Jena and/or not legally enforceable are not permitted.
All payments are, regardless of different provisions of the customer, generally credited to the oldest debt and there first to interest and costs.
The goods from all deliveries remain the property of ifw Jena until all claims plus additional costs and any interest have been paid. If the customer sells the delivered goods, he assigns the receivables due from the sale against his buyer with all ancillary rights to the accepting ifw Jena. These and the following provisions shall apply to services provided by ifw Jena to goods of the customer amounting to the added value created as well.
During the period of retention of title, the customer must insure the delivery item against all possible damages.
Processing of the reserved goods is carried out for ifw Jena as manufacturer within the meaning of § 950 BGB, without obliging us. The processed goods are considered reserved goods within the meaning of the first paragraph. When processing, combining and mixing the reserved goods with other goods by the customer, ifw Jena is co-owner of the new item in proportion to the invoice value of the reserved goods to the invoice value of the other goods used. If our property lapses due to combination or mixing, the customer hereby assigns the ownership rights to the new stock or the thing to the extent of the invoice value of the reserved goods and holds it free of charge for ifw Jena. The resulting co-ownership rights are considered reserved goods within the meaning of this provision.
The customer shall only be entitled to sell, process or otherwise combine the reserved goods with other goods or otherwise (hereinafter referred to as resale) within the framework of proper business operations and as long as he is not in default. Any other disposal of the reserved goods is inadmissible. Attachments made by third parties or other accesses to the reserved goods must be reported to us immediately. All intervention costs shall be borne by the customer insofar as they can not be confiscated by the third party (opponent of the opposition claim) and the third-party objection claim has been legitimately filed. If the customer pays the purchase price to his customer, he must reserve the ownership of the reserved goods to him under the same conditions under which we have reserved the property upon delivery of the reserved goods; However, the customer is not obligated to reserve the property in respect of the customer's debts arising in the future. Otherwise, the customer is not authorized to resell.
The claims of the customer from the resale of the reserved goods are hereby assigned to the accepting ifw Jena. They serve as security for the same extent as the reserved goods. The customer is entitled and authorized to resell only if it is ensured that the claims to which he is entitled are transferred to us.
If the reserved goods are sold by the customer together with other goods not supplied by us at a total price, the assignment of the claim from the sale takes place in the amount of the invoice value of our respectively sold reserved goods.
If the assigned claim is included in a current invoice, the customer hereby assigns a part of the balance corresponding to the amount of this claim, including the final balance from the current account, to the accepting ifw Jena.
The customer is authorized until our revocation to collect the claims assigned to us. We are entitled to revoke if the customer does not fulfill his payment obligations arising from the business relationship with us or if we become aware of circumstances which could significantly reduce the creditworthiness of the customer. If the prerequisites for the exercise of the right of revocation are met, the customer shall at our request immediately notify us of the assigned claims and their debtors, provide all information necessary for collection of the claims, hand over the pertinent documents and notify the debtor of the assignment.We are also entitled to submit an assignment to the debtor.
If the value (in the case of claims the nominal value, in the case of movable assets the estimated value) of the securities existing for us exceeds the secured claims in total by more than 50%, we are obliged at the request of the customer to release securities of our choice.
If we assert the reservation of title, this shall only be deemed to be a withdrawal from the contract if we expressly declare this in writing. The right of the customer to own the reserved goods expires if he does not fulfill his obligations under this or any other contract.
The above-mentioned regulations for the delivery of goods apply mutatis mutandis to the provision of services.
The warranty period for all supplies and services provided by ifw Jena, with the exception of service contracts (in particular research and development services, educational services, etc.), for which no warranties are assumed, is 12 months. It begins with passing of risk according to section 6 of these General Terms and Conditions. The data sheets belonging to the respective product and attached or retrievable are part of the contract. If the recommendations of the manufacturer or ifw Jena are not followed, changes are made to the products or these are opened or manipulated, then any warranty is void, unless the customer proves that the defect is not based thereon.
The rejected goods must be returned to ifw Jena in original or equivalent packaging for inspection. In the case of justified and timely notification of defects, we shall rectify the defects by rectification of the defect or the delivery of a defect-free product at our discretion, we shall bear the costs of remedying the defects insofar as these are not increased by the customer by bringin them to an place other than the customer's place of fulfillment.
We are entitled to refuse supplementary performance according to the legal provisions. In the case of refusal of subsequent performance or failure, the customer is entitled to rescind or reduce (reduction of the fee).
To withdraw from the contract – if a withdrawal is not excluded by law – or to reduce the purchase price, the customer is only entitled after expiry of two unsuccessful reasonable deadlines set by him for subsequent performance. In the case of the resignation the customer is liable for deterioration not only for the customary care, but for all negligent and intentional negligence. In addition, the customer has to replace the benefits of ifw Jena.
No liability or warranty is accepted for products or parts thereof which, due to their nature or the way they are used, are subject to premature consumption or normal wear and tear. Furthermore, no liability is accepted for damage resulting from improper storage, natural wear, faulty or negligent handling, excessive or unsuitable use, unsuitable equipment, chemical, electronic or electrical influences as well as weather and nature influences.
If materials provided by the customer are used, no liability or warranty is assumed for them. If promised properties are changed by the use of materials provided, this shall not be deemed a defect. For ifw Jena, this does not give rise to any obligation to take back the goods, to reduce their value or to repair them.
The goods or services delivered by ifw Jena must be inspected immediately for quality and quantity. Ifw Jena is only liable for defects identified in this case if they are reported in writing immediately after delivery or service. § 377 HGB applies accordingly. Warranty claims must be reported immediately, but no later than one week after the defect has occurred. Thereafter, any warranty claim.
To make necessary changes and to supply spare parts, the customer has to grant the necessary time and opportunity free of charge.
The warranty and liability for damages expires if the repair is carried out by unauthorized rectification by the customer or by third parties commissioned by him.
Replacing parts or assemblies shall not give rise to any new warranty period except in the case of intent or gross negligence. Performed work due to recognized warranty claims of the customer only lead to an inhibition of the limitation period.
ifw Jena reserves the right to make technical and constructive changes to the products. For replacement deliveries with improved products, the value difference is calculated.
In the case of improper use of our products or their use as a component of a system solution in which damage occurs, we must reject any claims, including damages.
ifw Jena is not liable for damages that did not occur to the delivery item itself, in particular ifw Jena is not liable for lost profits or other pecuniary loss of the customer.
In the event of damages incurred as a result of service contracts or work contracts on the customer's property, ifw Jena is liable at most up to the agreed fee (without value added tax).
Claims for damages and/or reimbursement of expenses due to breach of contract, breaches of duty during contract negotiations, breaches according to contractual obligations, delay or impossibility shall only be provided if we or our vicarious agents can be accused of intent or gross negligence. However, our liability – except in the case of intent – is limited to the contract-typical damage foreseeable at the conclusion of the contract.
All claims for damages and/or reimbursement of expenses against us, irrespective of the legal grounds, become statute-barred no later than one year after delivery of the goods to the customer, in the case of tortious liability from knowledge or grossly negligent ignorance of the circumstances justifying the claim and the person liable for compensation.Any shorter statutory limitation periods have priority. The exclusion of liability as well as the limitation period do not apply in the event of injury to life, body or health or in the case of fraudulent concealment of a defect or mandatory liability under the Product Liability Act.
When manufacturing according to drawings, samples and other instructions of the customer, we assume no liability for the functionality of the product and for other defects, as far as these circumstances are based on the instructions of the customer. The client exempts ifw Jena from any claims of third parties, including product liability, for damage caused by the delivery or service, unless we have caused the damage intentionally or through gross negligence.
The customer warrants to us that the manufacturing and delivery of the goods manufactured according to his instructions does not violate the rights of third parties. In the case of the assertion of protective rights against ifw Jena, we are entitled without legal examination of any claims of third parties to withdraw from the contract after hearing the customer, unless the third party withdraws the assertion of property rights within 14 calendar days by written notice to us. The customer shall reimburse ifw Jena for damages incurred through the assertion of property rights. In the case of resignation, the work already done by ifw Jena must be remunerated. Further rights according to the legal regulations remain unaffected.
The drafts, datasheets, molds, tools, construction documents, other protection-worthy results, and others produced by us for the execution of the order are exclusively our property. The customer is not entitled to any claims for this, even if he participates in the costs for the production of the developed documents and molds, tools and construction documents, unless otherwise expressly agreed. Any use of these documents by the customer or a third party commissioned by them is prohibited and will trigger claims for damages by ifw Jena.
The place of fulfillment for our services as well as the customer's obligation to pay is our stated place of business. For all legal relations between the ifw Jena and the client, the law of the Federal Republic of Germany shall apply, with the exception of reference provisions of German international private law. The UN Sales Convention (CISG) also does not apply. After transfer of ownership of our delivery, the buyer is responsible for compliance with the applicable statutory import and export regulations.
The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is established at our place of business. The aforementioned jurisdiction applies to non-merchants, if claims must be asserted by way of order for payment.
However, we can also handle customers in the courts of their general jurisdiction.
ifw Jena points out that personal data relating to the business relationship with the customer are stored and that this data can also be transmitted to affiliated companies of ifw Jena for business purposes.
Should individual provisions of this contract be or become ineffective or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the ineffective or unenforceable provisions, the effective or enforceable provision shall be deemed to have been agreed, which reaches the purpose intended by the ineffective or unenforceable provision to the greatest extent possible.