General Terms and Conditions (GTC)
Imprintec Material Testing Solutions
Status: October 2014
§ 1 General; scope of application
(1) The following General Terms and Conditions apply exclusively to all contractual relationships established with Imprintec.
(2) The validity of the client's or a third party's terms and conditions is expressly rejected. Such shall only be effectively agreed if and to the extent that the Contractor has expressly acknowledged them in writing for the respective conclusion of the contract.
(3) These terms and conditions shall only apply to entrepreneurs within the meaning of § 14 BGB (German Civil Code).
(4) These terms and conditions shall also apply to all future transactions with the client.
§ 2 Scope and execution of the order
(1) The written order confirmation and the service description of Imprintec on which the contract is based are exclusively authoritative for the conclusion of the contract and its content. All agreements and deviations therefrom must be in writing.
(2) Imprintec is entitled to use subcontractors for the fulfilment of the order.
(3) Prior to the execution of the contractually agreed service, the client shall provide the necessary information and required documents free of charge.
(4) The client assures that his information is correct and complete. Imprintec is only obliged to check the correctness and completeness of the information and documents provided insofar as this has been agreed in writing.
(5) If the client culpably violates his duties to cooperate, an agreed period for the performance of the service by Imprintec is extended by the period in which the client has not fulfilled his duties 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, Imprintec's prices shall apply "ex works", excluding packaging; this shall be invoiced separately.
(3) Unless otherwise stated in Imprintec's offer or order confirmation, all invoices issued by Imprintec are due for payment without deduction within 14 days of the invoice date.
(4) If the customer defaults on a payment in whole or in part, Imprintec is entitled to charge interest at a rate of 8% p.a. above the base interest rate from the date in question.
(5) The deduction of a cash discount requires a separate written agreement.
(6) The customer can only offset claims of Imprintec with his 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 presuppose that he has duly fulfilled his obligations to examine the goods and to give notice of defects in accordance with § 377 of the German Commercial Code (HGB).
(2) If there is a defect in the item for which Imprintec is responsible, Imprintec is entitled to choose between subsequent performance in the form of rectification of the defect or a replacement delivery.
(3) If the supplementary performance fails, the customer shall be entitled, at his discretion, to declare the withdrawal from the contract or to demand a corresponding reduction of the purchase price (abatement).
(4) As far as nothing else arises in the following (para. 5 and para. 6), further claims of the customer - no matter for which legal reasons - are excluded. Imprintec is therefore not liable in particular for loss of profit or other financial losses of the Customer. Imprintec is also not liable for damages incurred by third parties - in particular such third parties to whom the delivered product is passed on - unless otherwise agreed in writing.
(5) If the cause of damage is based on intent or gross negligence, Imprintec shall be liable in accordance with the statutory provisions. This shall also apply if the Customer claims damages instead of performance due to the absence of a guaranteed quality of the item.
(6) If Imprintec culpably violates an essential contractual obligation, liability is limited to the damage typical for this type of contract; otherwise it is excluded according to paragraph (4). An "essential" contractual obligation within the meaning of these General Terms and Conditions shall always be deemed to exist if Imprintec culpably violates such intentions on the proper fulfillment of which the Customer relies and may rely because they characterize 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 than provided for in § 4 (4) to (6) is excluded, irrespective of the legal nature of the asserted claim.
(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 bodily injury or damage to health for other legal reasons.
(3) Unless the limitation of liability according to § 4 para (6) applies in the case of claims arising from the producer's liability according to § 823 BGB (German Civil Code) due to property damage, the liability of Imprintec is limited to the compensation payment of the insurance. Insofar as this does not occur or does not occur completely, Imprintec is obligated to assume liability up to the amount of the coverage sum.
(4) The regulation according to paragraph (1) shall also not apply in the case of initial inability or impossibility for which we are responsible.
(5) As far as the liability of Imprintec is excluded or limited, this also applies to the personal liability of the employees, representatives and vicarious agents of Imprintec.
§ 6 Copyright
(1) We retain ownership of illustrations, drawings, calculations and other documents (hereinafter collectively referred to as "Documents"). The services rendered by Imprintec, in particular certificates, expert opinions, reports and test reports (hereinafter collectively referred to as "Services"), constitute 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 the prior written consent of Imprintec.
(2) Imprintec retains the copyright to all services rendered within the meaning of § 6 (1) even after acceptance. The Client may use services provided by Imprintec within the meaning of § 6 (1), including all calculations, attachments and other details, only for the purpose for which they are intended as agreed.
(3) The client is not entitled to remove or make unrecognizable copyright notices of Imprintec on services in the sense of § 6 (1).
(4) Any transfer of the services within the meaning of § 6 (1) to third parties, in whole or in part, beyond the purpose stated under § 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 the sense of § 6 (1) by the client or third parties is only possible with prior written consent by Imprintec.
(6) The process underlying the services in the sense of § 6 (1) as well as the software used is the intellectual property of Imprintec. Any attempt of imitation is prohibited.
§ 7 Sample delivery and return
(1) The delivery of samples shall be at the expense and risk of the client. In the case of shipment by the client, the test material must be properly packaged 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 examination, he shall bear the costs incurred by packaging and shipping. Imprintec shall choose the mode of shipment. The shipment shall always be uninsured and at the risk of the client.
(3) Test material not requested back by the client will be disposed of after 3 months without prior notice. Regulations deviating from this must be agreed in writing.
§ 8 Data storage
Imprintec collects, processes and stores order-related data of the Customer only for the purpose of providing the agreed contract 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, this shall not affect the validity of the remaining provisions. In such a case, the parties are obliged to replace the ineffective provision in such a way that the economically intended purpose is achieved in the best possible legally permissible manner; the same applies if a gap in the provision requiring filling arises or is identified during the term of the contract.
(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 shall apply with the exception of the provisions of private international 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, Imprintec's place of business shall be the place of performance.