§ 1 GENERAL - SCOPE OF APPLICATION

Our Terms and Conditions of Sale apply exclusively; we do not recognize any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our Terms and Conditions of Sale.
All agreements made between us and the customer for the purpose of executing this contract are set out in writing.
Our Terms and Conditions of Sale shall only apply to entrepreneurs within the meaning of
§ 310 para. 1 BGB.
Our Terms and Conditions of Sale shall also apply to all future transactions with the customer.

§ 2 OFFER - OFFER DOCUMENTS

If the order is to be qualified as an offer in accordance with § 145 BGB, we can accept this within 2 weeks.
We reserve the right of ownership and copyright to illustrations, drawings, calculations and other documents (including in electronic form). This shall also apply to such written documents that are designated as "confidential". The customer requires our express written consent before passing them on to third parties. This applies in particular to project descriptions handed over to the customer.

§ 3 PRICES - TERMS OF PAYMENT

Unless otherwise stated in the order confirmation, our prices are "ex works", excluding packaging, which will be invoiced separately.
We reserve the right to change our prices accordingly if cost reductions or cost increases occur after conclusion of the contract, in particular due to collective wage agreements or changes in material prices. We will prove these to the customer
Statutory VAT is not included in our prices; it will be shown separately on the invoice at the statutory rate on the day of invoicing.
The deduction of a cash discount requires a special written agreement.
Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment immediately upon invoicing. We are entitled to make our deliveries only against advance payment. The statutory regulations concerning the consequences of default of payment shall apply.
The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. In addition, the customer is authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

§ 4 DELIVERY TIME

The start of the delivery period stated by us presupposes that all technical questions have been clarified.
Compliance with our delivery obligation also presupposes the timely and proper fulfillment of the customer's obligation. We reserve the right to plead non-performance of the contract.
If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights are reserved.
If the conditions of paragraph 3 are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.
We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a transaction for delivery by a fixed date within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB. We shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that his interest in the further fulfillment of the contract has ceased to exist.
We shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. If the delay in delivery is due to a grossly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.
We shall also be liable in accordance with the statutory provisions if the delay in delivery for which we are responsible is due to the culpable breach of a material contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.
Further statutory claims and rights of the customer remain reserved.

§ 5 TRANSFER OF RISK - PACKAGING COSTS

Unless otherwise stated in the order confirmation, delivery "ex works" is agreed.
Separate agreements apply to the return of packaging.
If the customer so wishes, we will cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the customer.

§ 6 LIABILITY FOR DEFECTS

Claims for defects on the part of the customer presuppose that the customer has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code).
If there is a defect in the purchased item, the customer shall be entitled, at our discretion, to subsequent performance in the form of rectification of the defect or delivery of a new item free of defects. In the event of rectification of the defect or replacement delivery, we shall be obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance. When sending in the devices to be repaired, the customer must ensure that any data on them that is essential to him is backed up by copies, as this may be lost during repair work. We accept no liability for lost data and any resulting consequential damage. We shall not be liable for the costs of data backup or reinstallation of software or the devices themselves with regard to the devices to be repaired. We accept no liability whatsoever for compliance with data protection regulations when carrying out subsequent performance.
If the supplementary performance fails, the customer shall be entitled, at his discretion, to demand withdrawal or a reduction in price.We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are accused of gross negligence, our liability for damages shall be limited to the foreseeable, typically occurring damage.
We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case too, however, liability for damages shall be limited to the foreseeable, typically occurring damage. An essential contractual obligation exists if the breach of duty relates to an obligation on the fulfillment of which the customer has relied and was entitled to rely.
Insofar as the customer is entitled to compensation for damages instead of performance, our liability is also limited to compensation for foreseeable, typically occurring damages within the scope of paragraph 3.
Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
Unless otherwise stipulated above, liability is excluded.
The limitation period for claims for defects is 12 months, calculated from the transfer of risk.
The limitation period in the event of a delivery recourse according to §§ 478, 479 BGB remains unaffected; it is five years, calculated from the transfer of risk.

§ 7 GENERAL LIABILITY

Any further liability for damages other than that provided for in § 6 is excluded, irrespective of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage in accordance with § 823 BGB.
The limitation according to paragraph 1 shall also apply if the customer demands compensation for useless expenses instead of a claim for damages.
Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

§ 8 RETENTION OF TITLE

We reserve title to the purchased item until all payments arising from the delivery contract have been received. If the customer acts in breach of contract, in particular in the event of default of payment, we shall be entitled to take back the purchased item. If we take back the purchased item, this shall constitute a withdrawal from the contract. After taking back the purchased item, we are authorized to sell it; the proceeds from the sale are to be offset against the customer's liabilities - less reasonable selling costs.
The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure it adequately at his own expense against fire, water damage and theft at replacement value. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
In the event of seizure or other interventions by third parties, the customer must notify us immediately in writing so that we can take legal action in accordance with Section 771 of the German Code of Civil Procedure (ZPO). If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
The customer shall be entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to him from the resale against his customers or third parties, irrespective of whether the object of sale has been resold without or after processing. The customer shall remain authorized to collect this claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.The processing or transformation of the purchased item by the customer is always carried out on our behalf. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title.
If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis. The customer shall keep the resulting sole ownership or co-ownership for us.
The customer shall also assign to us the claims to secure our claims against him which arise against a third party through the combination of the purchased item with a property.
We undertake to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting the securities to be released.

§ 9 TRADEMARKS - COPYRIGHTS

All trademarks on the purchased item are and remain the property of the supplier; any use requires the approval of the relevant supplier.
Insofar as software is included in the scope of delivery, this shall be provided to the customer solely for one-time resale or sole use, i.e. the customer may neither copy nor modify it, nor provide it to others for use. A multiple right of use requires a special written agreement. The software shall be supplied in accordance with the license agreements of the suppliers, compliance with which the customer hereby warrants.

§ 10 PLACE OF JURISDICTION - PLACE OF PERFORMANCE

If the customer is a merchant, our registered office is the place of jurisdiction; however, we are also entitled to sue the customer at the court of his place of residence.
The law of the Federal Republic of Germany shall apply; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.
The contractual language is German. If the supplier also uses another language, the German wording shall take precedence.
Unless otherwise stated in the order confirmation, our registered office is the place of performance.

§ 11 SEVERABILITY CLAUSE

Should one or more of the above provisions be or become invalid or unenforceable, the remaining agreements shall nevertheless remain valid.

Neunkirchen 2024
ime mobile solutions GmbH
Management