General Terms and Conditions (AGB)
Imprintec Material Testing Solutions
Status: October 2014
§ 1 General; Scope of Application
(1) For all contractual relationships established with Imprintec, the following General Terms and Conditions of Business apply exclusively.
(2) Any validity of the terms and conditions of the Customer or of a third party is expressly contradicted. Such are only effectively agreed upon if and insofar as the contractor has expressly acknowledged them in writing for the respective conclusion of the contract.
(3) These Terms and Conditions of Business shall only apply to companies within the meaning of § 14 BGB (German Civil Code).
(4) These terms and conditions shall also apply to all future business with the customer.
§ 2 Scope and execution of the order
(1) For the conclusion of the contract and its contents, the written order confirmation as well as the performance description of Imprintec on which the contract is based are exclusively authoritative. All agreements and deviations from this require the written form.
(2) Imprintec is entitled to use subcontractors for the fulfilment of the order.
(3) The Customer shall provide the necessary information and necessary documents free of charge before the contractually agreed service is performed.
(4) The customer assures that his information is correct and complete. Imprintec is only obliged to check the correctness and completeness of the information and documents provided if this has been agreed in writing.
(5) If the Customer culpably violates his obligations to cooperate, an agreed deadline for the performance of Imprintec’s services will be extended by the period of time in which the Customer has not fulfilled his obligations to cooperate.
§ 3 Terms of payment
(1) Unless otherwise specified, the remuneration stated does not include value-added tax.
(2) Unless otherwise stated in the order confirmation, the prices of Imprintec are “ex works”, excluding packaging; this will be invoiced separately.
(3) Unless otherwise stated in the offer or order confirmation of Imprintec, all invoices issued by Imprintec are due for payment without deduction within 14 days after date of invoice.
(4) If the Customer is in default with a payment in whole or in part, Imprintec is entitled to charge interest at a rate of 8% p. a. above the prime rate from the relevant date.
(5) The deduction of a discount requires a separate written agreement.
(6) The Customer can only offset against the claims of Imprintec with its own claims if these are undisputed or have been legally established or have been acknowledged in writing by Imprintec.
§ 4 Warranty for defects
(1) The warranty rights of the Customer require that the Customer has properly fulfilled his obligations to examine the goods and make a complaint in accordance with § 377 HGB (German Commercial Code).
(2) If there is a defect of the item for which Imprintec is responsible, Imprintec is entitled to subsequent performance in the form of removal of defects or replacement delivery at its own discretion.
(3) If the supplementary performance fails, the Customer is entitled to choose between withdrawal from the contract or a corresponding reduction of the purchase price (abatement).
(4) Unless otherwise provided for in the following (para. 5 and para. 6), further claims of the customer – regardless of the legal grounds – are excluded. Imprintec is therefore in particular not liable for loss of profit or other financial losses of the Customer. Imprintec is also not liable for damages caused to third parties – especially such third parties to whom the delivered product is passed on – unless otherwise agreed in writing.
(5) If the cause of the damage is based on intent or gross negligence, Imprintec is liable according to the statutory provisions. This also applies if the Customer claims damages instead of performance due to the lack of a guaranteed quality of the product.
(6) If Imprintec culpably violates an essential contractual obligation, the liability is limited to the damage typical for the contract; otherwise it is excluded according to paragraph (4). An “essential” contractual obligation in the sense of these General Terms and Conditions shall always be deemed to exist if Imprintec culpably violates such intentions, on the proper fulfilment of which the Customer relies and may rely, because they shape the contract.
(7) The warranty period is 12 months, calculated from the transfer of risk.
§ 5 Joint and several liability
(1) Any further liability for damages other than that provided for in § 4 (4) to (6) shall be excluded, irrespective of the legal nature of the claim asserted.
(2) The regulation according to paragraph (1) does not apply to claims according to §§ 1, 4 Product Liability Act. It also does not apply if Imprintec is liable for physical injury or damage to health for other legal reasons.
(3) Unless the limitation of liability according to § 4 paragraph (6) for claims from the product liability according to § 823 BGB (German Civil Code) for property damage intervenes, the liability of Imprintec is limited to the compensation of the insurance company. As far as this does not occur or does not occur completely, Imprintec is liable up to the amount of the sum insured.
(4) The regulation according to paragraph (1) shall also not apply in case of initial inability or justifiable impossibility.
(5) As far as the liability of Imprintec is excluded or limited, this also applies to the personal liability of the employees, workers, staff, representatives and vicarious agents of Imprintec.
§ 6 Copyright law
(1) We reserve title to illustrations, drawings, calculations and other documents (hereinafter jointly referred to as “Documents”). The services provided by Imprintec, in particular certificates, expertises, reports and test reports (hereinafter together referred to as “Services”), represent works within the meaning of § 2 para. 1 No. 7 UrhG (German Copyright Act) and are therefore protected by copyright. Documents and services may not be made accessible to third parties, unless this is done with prior written consent by Imprintec.
(2) Imprintec retains the copyright on all services rendered in terms of § 6 (1) even after acceptance. The Customer may only use services in terms of § 6 (1) including all calculations, attachments and other details created by Imprintec for the purpose for which they are intended as agreed.
(3) The Customer is not entitled to remove or obscure Imprintec’s copyright notices on services within the meaning of § 6 (1).
(4) Any transfer of the services in terms of § 6 (1) to third parties, in whole or in part, beyond the purpose mentioned in § 6 (2), requires the prior written consent of Imprintec. The same applies to the translation into other languages.
(5) A publication of the services in terms of § 6 (1) by the customer or third parties is only possible with the prior written consent of Imprintec.
(6) The process on which the services within the meaning of § 6 (1) are based, as well as the software used, is the intellectual property of Imprintec. Any attempt of imitation is prohibited.
§ 7 Delivery and return of samples
(1) Samples shall be delivered at the expense and risk of the customer. In case of dispatch by the client, the test material must be properly packed and labelled. The client is obliged to enclose all hazard and handling instructions known to him with the samples.
(2) If the client wishes to return the test material after completion of the test, he shall bear the costs incurred by packaging and shipping. Imprintec chooses the mode of dispatch. Dispatch is always uninsured and at the risk of the customer.
(3) Test material not demanded back from the Customer will be disposed of after 3 months without prior notice. Any regulations deviating from this must be agreed in writing.
§ 8 Data storage
Imprintec collects, processes and stores order-related data of the Principal only for the purpose of providing the agreed contractual contents and always in compliance with the Federal Data Protection Act in its currently valid version.
§ 9 Final provisions
(1) Should individual provisions of these General Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. In such a case, the parties shall be obliged to replace the invalid provision in such a way that the economically intended purpose is achieved in the best possible way in a legally permissible manner; the same shall apply if during the term of the contract a gap in the provisions requiring filling arises or is identified.
(2) Exclusive place of jurisdiction is Bochum. However, Imprintec reserves the right to sue the Customer at the Customer’s place of business.
(3) The law of the Federal Republic of Germany applies with the exception of the regulations of international private law and with the exception of the UN Convention on Contracts for the International Sale of Goods.
(4) Unless otherwise stated in the order confirmation, the place of performance shall be Imprintec’s place of business.