GTC General Terms and Conditions

General Terms of Payment and Delivery


§ 1 Inclusion of General Terms and Conditions

§ 2 Contracting party

§ 3 Conclusion of contract

§ 4 Details and information

§ 5 Right of return

§ 6 Reservation of deliverability

§ 7 Terms of Delivery and Payment

§ 8 Default

§ 9 Retention of title

§ 10 Place of performance and transfer of risk

§ 11 Offsets and retentions

§ 12 Warranty and obligation to give notice of defects

§ 13 Liability

§ 14 Applicable law and jurisdiction

§ 15 Written form

§ 16 Severability clause  



 § 1 Inclusion of General Terms and Conditions

1.1 In the contractual relationship between imcopex GmbH (hereinafter referred to as "IMCOPEX") and the customer, the General Terms and Conditions used here shall respectively apply exclusively in the version valid at the time the contract is concluded.

1.2 In individual cases, special terms and conditions of IMCOPEX or the respective cooperating partner company of IMCOPEX shall apply in addition to these General Terms and Conditions. These special conditions are referred to separately in each case.

1.3 The inclusion of any General Terms and Conditions of the customer existing outside of this agreement is expressly excluded. It shall also not take place if IMCOPEX does not state its intention to include such information, e.g. by means of references on the business paper, delivery notes, etc., or does not expressly object to such inclusion.

1.4 Provision of the agreed service or the unconditional acceptance of the service or payment shall also not constitute the inclusion of the customer's general terms and conditions.

 § 2 Contracting party

2.1 The goods and services (products) of IMCOPEX are addressed exclusively to enterprises within the meaning of § 14 BGB (German Civil Code) (customer), as well as to freelancers, corporations under public law, and associations.

2.2 Should IMCOPEX become aware after the conclusion of the contract that the customer is not an enterprise within the meaning of § 2.1 of these General Terms and Conditions, IMCOPEX may declare its withdrawal from the contract within a reasonable period of time.

 § 3 Conclusion of contract

3.1 The contract between IMCOPEX and the customer is concluded by IMCOPEX's acceptance of the customer's offer in accordance with the following provisions.

3.2 Pursuant to § 312 g (5) sentence 2 BGB (German Civil Code), § 312 g (1) sentence 1 no. 1 to no. 3 BGB (German Civil Code) does not apply (§ 312 g BGB (German Civil Code) in the applicable version of August 4, 2011).

3.3 The products and services offered by IMCOPEX in its online shop represent an invitation by IMCOPEX to the customer to submit an offer for the conclusion of a sales contract.

3.4 The customer's order is the offer to IMCOPEX to conclude a sales contract pursuant to the conditions stated in the order.

3.5 The confirmation of receipt of the order by IMCOPEX does not constitute acceptance of the offer.

3.6 The contract is concluded through the express declaration of acceptance by IMCOPEX to the customer. In the absence of such, the contract is concluded by separating the goods for delivery to the transport person, at the very latest, however, by transfer of the goods to the transport person. 

 § 4 Details and information

4.1 The presentation of the products offered by IMCOPEX, particularly the information in brochures, catalogues, 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 represent a description of the characteristics of the respective goods.

4.2 Delivery times stated by IMCOPEX are approximate and non-binding. Claims against IMCOPEX cannot be asserted for the consequences of a delayed delivery. IMCOPEX is entitled to make partial deliveries if, taking into account the interests of IMCOPEX, this is reasonable for the customer 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-free consignments.

4.3 Prices are quoted net plus the applicable statutory value added tax, unless the quoted price is expressly indicated as a gross price.

4.4 In the event of an obviously incorrect price marking of the goods offered, IMCOPEX is entitled to withdraw from the contract irrespective of any legal right of rescission that may exist. IMCOPEX shall declare this withdrawal immediately after becoming aware of this reason for withdrawal.

 § 5 Right of return

5.1 A return (redemption or exchange) to which no legal and/or agreed legal claim exists is excluded. Insofar as rights of return or their legal consequences are stated for the individual articles, these General Terms and Conditions take precedence.

5.2 In the event of a return, the customer shall bear the actual shipping costs incurred or to be incurred for the delivery. The costs of the return, such as shipping costs and handling charges, shall be borne by the customer, 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 he has transferred the goods to IMCOPEX. The goods shall be deemed to have been handed over to IMCOPEX when they have arrived at its warehouse.

5.3 The acceptance of the returned goods by IMCOPEX does not constitute an acceptance of the customer's return request.

 § 6 Reservation of deliverability

6.1 Should IMCOPEX not be able to meet a non-binding delivery time after conclusion of a sales contract with the customer, IMCOPEX will inform the customer immediately. If a new non-binding indication of the expected delivery time cannot be met, IMCOPEX shall again inform the customer without delay.

6.2 If the goods ordered by the customer prove to be unavailable to IMCOPEX after conclusion of the contract, IMCOPEX shall inform the customer thereof without delay. If the non-availability is due to circumstances for which IMCOPEX is not responsible, IMCOPEX may withdraw from the contract within a reasonable period of time after becoming aware of the non-availability. In the event of withdrawal, IMCOPEX shall reimburse any payments already made without delay.

§ 7 Terms of Delivery and Payment

7.1 The goods shall be delivered in the packaging units specified in each case. Technical changes and changes to the shape, color and weight unit of the packaging unit shall be reserved within reasonable limits and as customary in the trade.

7.2 As a result of factors which cannot be influenced or not sufficiently influenced by IMCOPEX or the supplier (so-called force majeure, for example weather-related influences), longer delivery periods may occur in individual cases. As soon as IMCOPEX learns that delivery is likely to be delayed in such a case, the customer will be informed accordingly.

7.4 Partial deliveries are permissible.

7.5 The delivery note shall be provided together with the goods. The invoice will be issued separately by mail or in electronic form.

7.6 The costs incurred for the shipment of the goods are to be borne by the customer, subject to any freight-free limits. As a precaution, IMCOPEX would like to point out that some carriers or forwarders charge an island surcharge for deliveries to islands in the North Sea or Baltic Sea. The customer must contact IMCOPEX in order to coordinate delivery and the costs incurred in individual cases if, upon delivery to an island and/or upon delivery to the delivery address between the actual place of unloading and the actual place of installation of the goods, an obstacle such as a gap or a difference in height, in particular steps, must be overcome. If the customer fails to do so before placing an order, IMCOPEX reserves the right to invoice the additional costs incurred.

7.7 IMCOPEX offers a variety of payment methods. The acceptance by IMCOPEX of the payment method chosen by the customer is subject to a credit check of the customer. IMCOPEX is entitled to check the creditworthiness of the customer 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 domiciled. If the credit check does not lead to a satisfactory result, IMCOPEX is entitled to make the delivery to the customer only against advance payment. IMCOPEX shall inform the customer thereof without delay. In the case of delivery against advance payment, acceptance of a bill of exchange is excluded.

7.8 Payment claims are due immediately after invoicing without deduction, unless, in individual cases, the parties have agreed otherwise in writing. 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 the account of IMCOPEX. Likewise, costs incurred by IMCOPEX due to unauthorized non-settlement of payment claims and/or insolvency on the part of the customer shall be borne by the customer.

§ 8 Default

8.1 In the event of default in payment, IMCOPEX shall be entitled to charge interest on arrears at a rate of 9 percentage points above the base interest rate of the European Central Bank. In case of their justification, the assertion of any further claims for damages remains unaffected.

8.2 in accordance with § 353 HGB (German Commercial Code), IMCOPEX is entitled to charge merchants interest as of the due date.

 § 9 Retention of title

9.1 IMCOPEX retains title of the delivered goods until all claims to which IMCOPEX is entitled from the entire business relationship with the customer have been fulfilled.

9.2 The customer is not entitled to pledge the goods subject to retention of title, to assign them as security, or to grant other security rights to third parties. If a third party nevertheless acquires rights to the goods, the customer hereby assigns to IMCOPEX all rights resulting therefrom. IMCOPEX accepts this assignment. The customer is obliged to inform IMCOPEX immediately if the goods have been seized, confiscated or otherwise disposed of by a third party.

9.3 IMCOPEX shall release the retained 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 account, the securities serve to secure the balance claim.

 § 10 Place of performance and transfer of risk

The place of performance for the delivery obligation of IMCOPEX is the place of the shipping warehouse of the ordered products. The shipping takes place at the risk of the customer. The risk shall pass to the customer when the goods are handed over to the forwarding agent or carrier, etc., but no later than when the goods leave the shipping warehouse. IMCOPEX shall ship, select the means of transport and the transport route as well as appropriate packaging with all due care, but liability shall only arise in the event of gross negligence on the part of IMCOPEX. All shipping costs shall be borne by the customer, unless expressly agreed otherwise in writing. IMCOPEX is entitled, but not obliged, to insure deliveries in the name of and for the account of the customer. The delivery will be made to the customer address resulting from the placement of the order, unless expressly agreed otherwise in writing.

 

 § 11 Offsets and retentions

The customer may only offset claims of IMCOPEX against counterclaims that have been legally established or recognized by IMCOPEX or are undisputed. The assignment of the customer’s claims against IMCOPEX is excluded.

 § 12 Warranty and obligation to give notice of defects

12.1 If the customer is a merchant, he must inspect the goods immediately after delivery within the ordinary course of business, and report any defects, incorrect deliveries, and incompleteness in writing no later than within two days of receipt of the goods. Otherwise, the goods shall be deemed to have been approved, unless the defect was not recognizable during the inspection. If such a defect appears later, it must be claimed immediately after discovery, no later than after one week. Otherwise, the goods shall be deemed to have been accepted even in consideration of this defect. Visible differences in quantity must be reported immediately upon delivery of the goods, in writing to us and the carrier. The validity of § 377 HGB (German Commercial Code) remains unaffected.

 

12.2 Goods which exhibit a material defect within the limitation period shall be repaired or replaced within a reasonable period at the discretion of IMCOPEX (subsequent performance), provided that the cause of the material defect already existed at the time risk was transferred. If subsequent performance fails, the customer may withdraw from the contract or reduce the remuneration; however, further claims are excluded. No claims for defects shall exist in the event of insignificant deviations from the agreed quality, in the event of insignificant impairment of usability, in the event of natural wear and tear or damage arising after the transfer of risk as a result of improper handling, in particular improper repair work, excessive strain, unsuitable equipment, or due to special external influences not assumed under the contract. The customer shall bear the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time of discovery of the defect, and for the timeliness of the notice of defect. Claims for material defects shall become statute-barred twelve months after delivery of the goods.

 

12.3 A return and acceptance of the goods by IMCOPEX does not constitute automatic recognition of a warranty claim.

§ 13 Liability

13.1 Claims for damages and reimbursement of expenses on the part of the customer, irrespective of the legal basis, in particular due to breach of duties arising from the contractual obligation and wrongful action, are excluded. This shall not apply if IMCOPEX is compulsorily liable, e.g. under the Product Liability Act, in cases of intent, gross negligence, injury to life, limb or health, or breach of essential contractual obligations. The claim for damages due to the violation of essential contractual obligations, however, is limited to the foreseeable damage typical for this type of contract, unless intent or gross negligence exists, or liability is assumed for injury to life, limb or health. IMCOPEX is only liable for monetary compensation, not for in rem restitution.

 

13.2 These liability provisions apply accordingly to claims of the customer against bodies and/or employees of IMCOPEX.

§ 14 Applicable law and jurisdiction

14.1 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.

14.2 If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship as well as for their conclusion and effectiveness shall be Hamburg.

14.3 Irrespective of the above provision, IMCOPEX shall be entitled to sue at any legally admissible general place of jurisdiction.

§ 15 Written form

15.1 Agreements between the parties must be in writing in order to be effective.

15.2 Oral agreements require written confirmation by both parties in order to be effective.

15.3 The modification or cancellation of the written form requirement is only possible if the written form is maintained.

15.4 In deviation from §§ 127 Para. 3, 126a BGB (German Civil Code), the submission of a declaration by email shall suffice to maintain the written form, even if the other party is recognizable as its issuer and the declaration is not provided with an electronic signature. The user of an email not provided with the electronic signature in accordance with §§ 127 (3), 126a BGB (German Civil Code) must accept that the content of the declaration is held to be correct and, in the event of a legal dispute, waives the objection that the declaration was not made by him with the relevant content to the addressee named in the declaration at the time stated in the declaration.

 § 16 Severability clause

16.1 Should any of the above provisions be or become invalid or void, this shall not affect the validity of the remaining provisions. The invalid or void provision shall be replaced by the statutory provision unless the parties agree otherwise in a legally effective manner.

16.2 The same applies to a loophole, i.e. if it turns out after conclusion of the contract that there is a loophole with regard to a circumstance which the parties would have taken into account with a provision had they been aware of it before conclusion of the contract, the statutory regulation shall apply to this extent, unless the parties individually agree otherwise in a legally effective manner.

 

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