General business conditions
These terms and conditions of sale are valid for all - including future - business relations between INDAT Elektronische Sicherheitssysteme GmbH ( subsequently referred to as INDAT) and its customers.
We do not accept contrary or deviating conditions of the customer unless we have expressly agreed to their validity in written form. Our terms and conditions of sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge of differing terms and conditions of the customer.
The juridical relations between the parties are subject to German law; the application of the UN Convention on the International Sale of Goods is excluded.
Exclusive validity of the conditions, contract offer and contract conclusion
Offers and all other information, especially regarding prices and delivery times, are provided without obligation.
We reserve the right to make design changes if they are due to further technical development or if the function of the object of the contract is not significantly changed by this.
The customer is bound by his order until INDAT's order confirmation is received, but for no longer than 2 months.
INDAT delivers only according to its terms and conditions. INDAT's terms and conditions are regarded as accepted at the latest upon acceptance of the goods and services by the customer.
Additional verbal agreements, assurances of characteristics and any changes to the contract must be made in written form.
Prices and terms of payment, set-offs
The prices are net prices and apply from processing, excluding packaging, freight, expenses and transport insurance, plus statutory VAT. Surcharges for transport and shipment abroad ( tolls etc.) are at the expense of the customer.
As far as nothing else is agreed upon in the order confirmation, the prices are fixed in case of intended delivery within 3 months. Otherwise, the list prices valid on the day of delivery will be charged.
Our prices are based on current material and staff costs. Should there be changes in costs up to the day of delivery, we expressly reserve the right to adjust prices.
Our invoices are payable within the following payment period: 14 days after date of invoice net.
For new customers or customers with previous default of payment, we reserve the right of cash-on-delivery or cash in advance.
INDAT is not obliged to accept bills of exchange, remittances or cheques in payment. Discount, bill of exchange tax and collection charges are at the expense of the purchaser.
In the event of default INDAT may charge interests at a rate of 6% above the base rate according to §1 of the Discount Rate Transition Act of June 9, 1998.
If the customer is more than 10 days in delay with the agreed payment by instalments, the entire outstanding balance is due for immediate payment. Any interests, collection and bank charges etc. are to be paid separately in cash.
The customer may only offset against undisputed or legally established claims. Rights of retention can only be asserted from the same contractual relationship and only by customers who are not registered traders or legal entities equivalent to them within the meaning of the GTC Act.
Delivery deadlines and deliveries
Delivery dates will be adhered to as far as possible. INDAT is not liable for delays caused by force majeure, nor for other delays, unless the customer proves that INDAT is guilty of major default.
The delivery period begins after the receipt of the order, all documents required for the fulfilment of the order (drawings, production plans, program data, etc.) and after agreement on all questions necessary for the execution of the order.
Suppliers are not subcontractors of INDAT; INDAT is not liable for their conduct with regard to the timeliness of deliveries.
If an agreed delivery date is exceeded, the customer must set INDAT a period of respite relevant to performance.
Partial deliveries are permitted, if not expressly excluded in the order.
Shipment is at the risk and expense of the Client, unless INDAT has expressly guaranteed free delivery in the order confirmation or at the conclusion of the contract. The customer must also bear all additional shipping costs (customs duties, insurance etc.). In any case, the risk passes to the customer upon delivery to a third party. If the customer is more than 14 days in delay with the fulfillment of his obligation to accept, pay or provide security after notification of readiness for delivery, INDAT will grant a further grace period of 14 days. In the event of unsuccessful expiration after this period, INDAT may choose to withdraw from the contract or claim compensation for non-performance. In the last case, INDAT may assert the actual compensation unless the customer proves that a lesser or no actual damage was caused. Furthermore, INDAT may freely dispose of the contractual goods.
Retention of title
All delivery items remain the property of INDAT until full payment of the agreed prices as well as all claims already determined at the time of delivery and are only handed over to the client on credit until the retention of title is dissolved.
As long as the retention of title exists, resale of the goods as well as pledging, transfer by way of security, leasing or other transfer to third parties is only permitted with the consent of INDAT.
The customer hereby assigns to INDAT its claims arising from the further use of the goods or their transfer to third parties in the amount corresponding to the amount of all claims to which INDAT is entitled according to V.1.
If INDAT's demands are not paid in full after the due date or after the setting of a grace period, the client's right to use the goods will expire and INDAT is then entitled to remove the goods from the client's custody without judicial assistance.
Notice of defect
Notices of defects and other complaints must be made in writing directly to INDAT within a preclusive period of one week after receipt of the goods. In the case of hidden defects, the claim must be made in the same way within a preclusive period of one week after discovery. The latter shall not apply against non-merchants and their legal entities that are equated in terms of the GTC Act. In all other respects, however, the defects must be reported before the delivered goods are resold, processed or installed.
Merchants and legal entities equivalent to them within the meaning of the GTC Act may not assert a right of retention despite the notification of defects.
The costs of unfounded notices of defects must be reimbursed to INDAT by the customer.
The warranty claims of the customers are limited, in the case of timely notification of defects, to rectification of defects or, at the discretion of INDAT, to replacement delivery. If the repair fails after a reasonable period of time, the client may, at his discretion, demand a reduction of the contract price. Liability for normal usage is excluded. Only the direct client is entitled to warranty claims against INDAT and these are not transferable. The above provision finally contains the warranty for the products delivered and services rendered and excludes other warranty claims of any kind.
Liability for defects - warranty
INDAT is liable to the following extent for defects, which also include the absence of warranted characteristics:
All parts or services must, at the discretion of INDAT, be repaired free of charge, replaced or provided again. The discovery of such defects must be reported to INDAT immediately in writing. Repair will always be carried out by INDAT. Any liability for damage caused by improper use and non-observance of the instructions for use is excluded. Tampering with devices, assemblies and the violation of warranty seals will invalidate the warranty.
Further claims of the customer against INDAT and its vicarious agents are excluded, in particular a claim for compensation for damages that have not occurred to the delivery item itself.
If tools and devices are required for the performance of work, they constitute cost contributions. They do not include intellectual and constructive work, ongoing repairs, maintenance, storage, etc. The tools and devices remain the property of INDAT. The customer may only demand the return of the tools and devices if this has been expressly agreed. Excluded from this provision are tools provided by the customer or which have been procured on behalf of the customer and paid by the customer.
Unless otherwise agreed with the customer, there is an obligation to store tools and devices for a maximum of 12 months after the last delivery.
Place of performance, place of jurisdiction, final conditions
The place of performance for all mutual obligations from the contractual relationship is Kassel.
The place of jurisdiction for all disputes arising from the entire business relationship with the customer is the local court of Kassel. INDAT may appeal to the local or regional court regardless of the amount in dispute. This applies - even if the customer is not a registered trader in the usual commercial sense - even if the customer does not have a general place of jurisdiction in Germany, or if his place of residence (place of business) or habitual abode is unknown at the time the action is filed.
If one or more provisions of these terms and conditions are ineffective, this has no effect on the effectiveness of the remaining provisions. In such a case, the parties will replace the ineffective clause with one that most closely corresponds to its meaning.
INDAT Elektronische Sicherheitssysteme GmbH
General Manager: Marion Linne
Telephone +49 561 / 518426
Telefax +49 561 / 5601406
District court: HRB 15692
Tax-Nr.:25 236 15232
Sales tax ID: DE281318417
IBAN: DE66 5205 0353 0001 1540 23
SWIFT-BIC : HELADEF1KAS
Status of the general
terms and conditions: January 2012