General Conditions of Sale / terms of use
General terms of delivery and payment
§ 1 Inclusion of General Terms and Conditions
The contractual relationship between imcopex GmbH (hereinafter referred to as “IMCOPEX”) and the customer is governed exclusively by these General Terms and Conditions in the version valid at the time the contract is concluded. We do not recognize any terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept the supplier’s delivery without reservation in the knowledge that the supplier’s terms and conditions conflict with or deviate from our Terms and Conditions of Purchase.
§ 2 Contractual partners
2.1 – We offer goods and services (products) exclusively to traders (customers) within the meaning of Section 14 of the German Civil Code (BGB), as well as to freelancers, public corporations, and associations.
2.2 – Should we become aware after the conclusion of the contract that the customer is not a trader within the meaning of Section 2.1 of these General Terms and Conditions, we may declare our withdrawal from the contract within a reasonable period of time.
§ 3 Conclusion of contract
3.1 – The contract between us and the customer is concluded by our acceptance of the customer’s offer in accordance with the following provisions.
3.2 – According to Section 312 g, para. 5, sentence 2 of the German Civil Code (BGB), Section 312 g, para. 1, sentence 1, no. 1 to no. 3 of the German Civil Code (BGB) does not apply (Section 312 g of the German Civil Code (BGB) in the version valid as of August 4, 2011).
3.3 – The products and services offered by us in our online shop represent an invitation from IMCOPEX to the customer to submit an offer to conclude a purchase contract.
3.4 – The customer’s order is an offer to us to conclude a purchase contract under the conditions stated in the order.
3.5 – Thee confirmation of receipt of the order by us does not constitute acceptance of the offer.
3.6 – The contract is concluded by our express declaration of acceptance to the customer. In the absence of such, by separating the goods for delivery to the carrier, but at the latest by transfer of the goods to the carrier.
§ 4 Disclosures and information
4.1 – The presentation of the products offered by us, in particular the information in brochures, catalogs, advertisements, other advertising documents and on the Internet, etc., as well as illustrations, colors, product samples, descriptions in offers, sample books, price lists and other documents are non-binding and do not constitute a description of the properties of the respective goods.
4.2 – Delivery times stated by us are approximate and non-binding. No claims can be asserted against us for the consequences of late delivery. We are entitled to make partial deliveries if this is reasonable for the customer, taking into account our interests, and is not excluded by the nature of the order. Deliveries are always made at the customer’s risk, even in the case of freight paid shipments.
4.3 – Unless the price quoted is expressly indicated as a gross price, all prices are quoted net, plus the applicable statutory value added tax.
4.4 – In the event of obviously incorrect pricing of the goods offered, we shall be entitled to withdraw from the contract, irrespective of any existing statutory right of rescission. This withdrawal must be declared by us immediately after becoming aware of this reason for withdrawal. Dieser Rücktritt ist unverzüglich nach Kenntnis von diesem Rücktrittsgrund durch uns zu erklären.
§ 5 Right of return
5.1 – A return (return or exchange), to which no legal and/or no agreed legal claim exists, is excluded. Insofar as rights of return or their legal consequences are indicated for the individual articles, these shall take precedence over the General Terms and Conditions. Insofar as rights of return or their legal consequences are stated in the individual articles, these shall take precedence over the General Terms and Conditions.
5.2 – In the event of a return, the customer shall bear the shipping costs already incurred or still to be incurred for the delivery. The customer shall bear the costs of the return shipment, such as shipping costs and handling fees, unless the return is due to a right of withdrawal. The risk of loss and deterioration of the goods returned by the customer shall be borne by the customer until the goods have been handed over to us. The goods shall be deemed to have been handed over to us when they have arrived at our warehouse.
5.3 – The acceptance of the returned goods by us does not lead to an acceptance of the customer’s return request.
§ 6 Reservation of availability
6.1 – If we are unable to meet a non-binding delivery time after concluding a purchase contract with the customer, we will inform the customer of this immediately. If a new non-binding indication of the expected delivery time cannot be met, we shall inform the customer again without delay.
6.2 – If the goods ordered by the customer prove to be unavailable for us after conclusion of the contract, we shall inform the customer of this immediately. If the non-availability is due to circumstances for which we are not responsible, we may withdraw from the contract within a reasonable period of time after becoming aware of the non-availability. In the event of withdrawal, we shall reimburse any payments already made without delay.
§ 7 Terms of delivery and payment
7.1 – The goods are delivered in the packaging units specified in each case. We reserve the right to make technical changes and changes to the shape, color and weight unit of the packaging unit within reasonable commercial limits.
7.2 – As a result of factors that cannot or cannot sufficiently be influenced by us or by the supplier (so-called “force majeure”, such as weather-related influences), longer delivery periods may occur in individual cases. As soon as we learn that delivery is likely to be delayed in such a case, we will inform the customer accordingly.
7.3 – Partial deliveries are permitted.
7.4 – The delivery bill is posted with the goods. Invoices are issued separately by mail or in electronic form.
7.5 – The costs incurred for the shipment of the goods shall be borne by the customer, subject to any possible free freight limits. As a precautionary measure, we would like to point out that some suppliers or freight forwarders charge an island surcharge for deliveries to islands in the North Sea or Baltic Sea. In the event of delivery to an island and/or if there is an obstacle between the actual unloading point and the actual installation site of the goods when delivering to the delivery address, the customer must contact us in individual cases in order to coordinate the delivery and the costs incurred. Examples are a gap, a height difference, and especially steps. If the customer fails to do so before placing the order, we reserve the right to subsequently charge the additional costs thus incurred.
7.6 – We generally offer various payment methods. Acceptance of the payment method selected by the customer is subject to a credit check of the customer. We are entitled to check the customer’s creditworthiness before delivery and to use credit agencies, such as Creditreform or Schufa, or other credit agencies in Germany or in the country in which the customer is based. If the credit check does not lead to a satisfactory result, we are entitled to make delivery to the customer only against advance payment. We will inform the customer of this immediately. Acceptance of bills of exchange is excluded for delivery against prepayment.
7.7 – Payment claims are due immediately and without deduction after invoicing, unless the parties have agreed otherwise in writing in individual cases. If the customer pays from a country other than Germany, he shall bear all costs incurred for the transfer of the full amount of the payment claim to our account. Costs incurred by us due to unjustified non-settlement of payment claims and/or insolvency on the part of the customer shall also be borne by the customer. Bei Zahlung des Kunden aus einem anderen Land als Deutschland, hat er sämtliche Kosten zu tragen, die für die Transferierung des vollständigen Betrages der Zahlungsforderung auf unser Konto entstehen. Ebenso gehen Kosten, die uns wegen unberechtigten Nichtausgleichs von Zahlungsforderungen und/oder der Insolvenz seitens des Kunden entstehen, zu dessen Lasten.
§ 8 Delay
8.1 – In the event of default in payment, we shall be entitled to charge interest on arrears at a rate of nine percentage points above the prime rate of the European Central Bank. Insofar as it is justified, the assertion of further claims for damages remains unaffected.
8.2 – We are entitled to charge merchants interest from the due date in accordance with Section 353 of the German Commercial Code (HGB).
§ 9 Reservation of title rights
9.1 – We reserve title to the delivered goods until all claims to which we are entitled from the entire business relationship with the customer have been settled.
9.2 – The customer is not entitled to pledge the goods subject to retention of title, to assign them as security or to grant third parties other security interests in them. If a third party nevertheless acquires rights to the goods, the customer hereby assigns to us all rights arising from this. We accept this assignment. The customer is obliged to inform us immediately if the goods have been seized, confiscated or otherwise disposed of by a third party.
9.3 – We shall release the reserved property as soon as and to the extent that its realizable value exceeds the claim against the customer by more than 20%.
9.4 – In the case of current accounts, the collateral serves to secure the balance claim.
§ 10 Place of performance and transfer of risk
The place of performance for our delivery obligation is the location of the shipping warehouse of the ordered products. Shipment is at the customer’s risk. The risk shall pass to the customer when the goods are transferred to the forwarding agent or carrier, etc., but at the latest when the goods leave the dispatch warehouse. We shall perform the shipment, selection of the means of transport and the transport route, as well as appropriate packaging with all due diligence, but liability shall only arise in the event of a grossly negligent breach of this obligation. All shipping costs shall be borne by the customer, unless expressly agreed otherwise in writing. We are entitled, but not obliged, to insure deliveries in the name and for the account of the customer. Delivery shall be made to the customer’s address as stated in the order, unless expressly agreed otherwise in writing.
§ 11 Offsetting and retention
The customer may only offset our claims against counterclaims that have been legally established or recognized by us or are undisputed. The assignment of claims of the customer against us is excluded.
§ 12 Duty to give notice of defects and liability for defects
12.1 – 12.1 – If the customer is a merchant, he must inspect the goods immediately after delivery in the ordinary course of business and report any defects, incorrect deliveries and incompleteness in writing within two days of receipt of the goods at the latest. Otherwise, the goods shall be deemed approved unless the defect was not recognizable during the inspection. If such a defect is discovered later, it must be reported immediately after discovery, at the latest within one week. Otherwise, the goods shall also be deemed to have been approved with regard to this defect. Visible differences in quantity must be reported to us and the carrier in writing immediately upon delivery of the goods. The validity of Section 377 of the German Commercial Code (HGB) remains unaffected.
12.2 – 12.2 – If there is a defect in the purchased item, the customer shall be entitled to choose between 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 defects 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.
12.3 – 12.3 – Insofar as the customer has incurred expenses in the context of subsequent performance in accordance with the type of purchased item and its respective contractual purpose for dismantling and installation as well as for attaching the purchased item to another item, we are obliged to reimburse the customer for the expenses required in this respect. However, this shall only apply if the defect was not yet obvious at that time or was not discovered due to gross negligence on the part of the customer.
12.4 – If the subsequent performance fails, the customer shall be entitled to demand withdrawal or a reduction in price at his discretion.
12.5 – 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 fulfillment agents. Insofar as we are not accused of intentional breach of contract, liability for damages shall be limited to the foreseeable, typically occurring damage .
12.6 – We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; however, even in this case, our liability for damages shall be limited to the foreseeable, typically occurring damage.
12.7 – Insofar as the customer is otherwise entitled to compensation for damages instead of performance due to a negligent breach of duty, our liability shall be limited to compensation for foreseeable, typically occurring damages.
12.8 – Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
12.9 – Unless otherwise stipulated above, liability is excluded.
12.10 – The limitation period for claims for defects is 12 months, calculated from transfer of risk.
12.11 – The statutory rule regarding the limitation period in the case of a delivery recourse according to Section 445b of the German Civil Code (BGB) remains unaffected.
12.12 – A return shipment and acceptance of the returned goods by IMCOPEX does not lead to the automatic recognition of a warranty claim.
§ 13 Liability
13.1 – Any further liability for damages other than that provided for in § 12 is excluded, irrespective of the legal nature of the claim asserted. This applies in particular to claims for damages arising from fault upon conclusion of the contract (culpa in contrahendo), other breaches of duty, or tort claims for compensation for property damage pursuant to Section 823 of the German Civil Code (BGB). Dies gilt insbesondere für Schadensersatzansprüche aus Verschulden bei Vertragsabschluss, wegen sonstiger Pflichtverletzungen oder wegen deliktischer Ansprüche auf Ersatz von Sachschäden gemäß § 823 BGB.
13.2 – 13.2 – The limitation under Clause 13.1 shall also apply if the customer demands compensation for useless expenses instead of a claim for damages in lieu of performance.
13.3 – 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 fulfillment agents.
§ 14 Export
14.1 – The fulfillment of the contract by us is subject to the proviso that there are no obstacles to fulfillment due to national or international regulations of foreign trade law, as well as no embargoes and/or other sanctions.
14.2 – 14.2 – The customer must comply with the applicable provisions of national and international (re-)export control law when passing on the goods supplied by us to third parties in Germany and abroad. In any case, he must comply with the (re-)export control regulations of the Federal Republic of Germany and the European Union. In jedem Fall hat er dabei die (Re-) Exportkontrollvorschriften der Bundesrepublik Deutschland und der Europäischen Union zu beachten.
14.3 – 14.3 – The customer shall indemnify us in full against all claims asserted against us by authorities or other third parties due to non-compliance with the above export control obligations by the customer and shall be obliged to compensate us for all damages and expenses incurred by us in this connection, unless the customer is not responsible for the breach of duty. This does not imply a reversal of the burden of proof. Eine Umkehr der Beweislast ist hiermit nicht verbunden.
§ 15 Choice of law and jurisdiction
15.1 – The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
15.2 – The exclusive place of jurisdiction for all disputes arising from the contractual relationship and its conclusion and validity is Hamburg if the customer is a merchant, a legal entity under public law, or a special fund under public law.
15.3 – Notwithstanding the above provision, IMCOPEX is entitled to file suit at any legally permissible general place of jurisdiction.
§ 16 Severability clause
16.1 – 1 If one of the above conditions/provisions should be or become invalid this does not affect the validity of the other conditions. In such an event legal provisions shall take the place oft he invalid provisions unless the parties agree on something else that meets the legal requirements.
16.2 – The same applies to a loophole, i.e. if it turns out after the conclusion of the contract that there is a loophole with regard to a circumstance that the parties would have considered with a provision if they had seen this before the conclusion of the contract, the statutory provision applies in this respect, unless the parties agree otherwise in a legally effective individual manner.
As of July 2024