Terms of sale

1. Scope

1.1 Deliveries, services and offers by IPC2U GmbH, hereinafter referred to IPC2U Group, solely refer to the following conditions of sale. At the latest with the acceptance of the performance of these conditions shall be deemed accepted. Confirmations of the buyer with reference to his own terms and conditions are hereby expressly excluded.

1.2 Deviations from these Terms and Conditions are only valid if they are confirmed in writing by IPC2U Group.

1.3 If the customer of the IPC2U Group entrepreneurs is this a natural or legal person or a legal partnership, in concluding a legal transaction in their commercial or independent professional activity. A legal partnership is a partnership that is equipped with the ability to acquire rights and incur liabilities.

1.4 To the extent necessary for business purposes, we are authorized, the customer's data under the Privacy and Cookies Policy to store-processed and processed.

1.5 These conditions also apply to all future deliveries and services to the customer.

2. Offer

2.1 Offers of IPC2U Group are always non-binding. Orders / supply agreements shall not be deemed accepted if they are confirmed in writing.

2.2 Changes, additions and / or the cancellation of a contract or of these terms must be in writing.

2.3 Technical and design deviations from descriptions and information in brochures, catalogs and written documents as well as design, construction and material changes to stay in the course of technical progress are reserved without any rights against IPC2U Group can be derived.

3. Prices

3.1 Unless otherwise agreed, prices are net from a IPC2U Group stock, excluding packaging, freight, fees, transport insurance and VAT. The pricing and invoicing are in euros or USD. With changes in costs and customer-related exceeding the duration of a call order after conclusion of the contract, be IPC2U Group reserves a corresponding price adjustment.

3.2 Packaging, freight and necessary insurance costs are charged separately.

3.3 If the delivery or performance date later than three months after conclusion of the contract, we are entitled, after timely notification to the Customer and before execution of the service or delivery of the goods to adjust the price of the goods or services in such a way as a result of the general outside our control projecting price developments required (such as exchange rate fluctuations, currency regulations, customs amendments, a significant rise in material or production costs) or due to the change of suppliers is necessary. For deliveries or services within three months in any event, the valid on the day the contract price is. For framework contracts with price agreements, the three-month period begins to run upon conclusion of the Framework Agreement.

3.4 Unless otherwise agreed, the customer has to pay the agreed compensation immediately before delivery of the goods or provision of services without any deductions to us.

3.5 The customer may only offset undisputed or legally established counterclaims. Retention The customer is only insofar as they relate to the same transaction.

4. Delivery and performance times

4.1 The agreed delivery time is to be regarded as approximate, unless expressly stated otherwise in writing agreed.

4.2 Unless otherwise agreed, we deliver EXW (ex works); We determine shipment, shipment route and carrier.

4.3 Partial deliveries or services shall be permitted provided they are not unreasonable for the customer.

4.4 The agreed delivery and performance period begins with the dispatch of the order confirmation, but not before the provision by the buyer to procure of submissions, approvals and clearances. If an agreed delivery and performance deadline is exceeded by more than 4 weeks, the purchaser is entitled, however, to set a reasonable grace IPC2U Group least one month. If the delivery time is not met by the time the grace period, the buyer has the right to rescind the contract. The resignation must be in writing, immediately after the statutory deadline, but are displayed with a reasonable deadline at least 2 weeks after the deadline.

4.5 A right to withdraw does not apply if the delivery troubles are not IPC2U Group fault. In this case, withdraw from the contract can be apply three months after exceeding the original delivery date.

4.6 From IPC2U Group not bear responsibility, through which the delivery or their transport is impossible or unreasonably difficult, gives IPC2U Group the right to withdraw from the contract or to postpone delivery until the obstacle is removed. These circumstances must be notified immediately of IPC2U Group the buyer. Already carried out partial deliveries are considered independent business; because of the amounts outstanding may regulate the partial delivery not be refused. In case of postponement of the delivery of the aforementioned reasons, there is no right of the purchaser to a grace period and to withdraw

4.7 Claims for damages for rescission are excluded. At least gross negligence led to late delivery / part-delivery or non-delivery / partial non-delivery of the claim for damages is limited to the predictable damage. Incidentally, claims for damages are excluded.

5. Force majeure

5.1 Case of force majeure our delivery or performance obligations shall be suspended; enters a substantial change in the existing conditions when concluding the contract, we are entitled to rescind the contract. Unpredictable circumstances which are nobody’s fault, which complicate the delivery or performance or impossible and indeed irrespective of whether these circumstances occur with us or suppliers or subcontractors.

6. Obligations of the buyer

6.1 The acceptance of delivered products, including partial deliveries is a primary requirement of the buyer. If the buyer refuses the acceptance or if he omits acceptance, the purchaser is in default without any further reminder.

7. Rights of the customer in material and legal defects

7.1 The products supplied by us comply with the applicable EU regulations and standards. For compliance with other national regulations, we assume no liability. The customer agrees to when using the products abroad, to check the conformity of the products with the relevant laws and standards itself and possibly make adjustments.

7.2 The customer can make no claim based on defective delivery or service if the value or the suitability of the delivery and performance is only insignificantly decreased.

7.3 To the extent the delivery or service is defective and the customer has complied with the examination and complaint, we will replacement delivery at our discretion or repair (subsequent performance). To this end, the customer shall grant us a reasonable period of at least 6 weeks.

7.4 If the remedy fails, the customer can reduce the remuneration or withdraw from the contract. The withdrawal is, however, permissible only if the customer of this expressly threatens us in writing with a reasonable deadline.

8. Transfer of Risk

8.1 The risk is - unless otherwise agreed - with the dispatch of the delivery from the warehouse to the buyer. The buyer bears the risk for all repossessed deliveries during the return transport as well as for the packaging during the return transport.

8.2 The risk passes to the buyer as soon as the consignment has been handed over to the person performing the transport or the purpose of shipment has left our warehouse. Insurance of the goods against transport damage is done automatically at the expense of the purchaser.

8.3 If the shipment is delayed through no fault of IPC2U Group or made impossible, the risk is transferred to the dispatch of the notification of readiness for shipment to the buyer.

8.4 If the buyer collects the goods yourself agreed and the goods have not been picked up within 14 days after sending the notification of readiness for dispatch, IPC2U Group is entitled to deliver the goods to the buyer on delivery.

9. Payment

9.1 IPC2U Group provides basically by T/T in advance. In case of positive information of trade credit insurance delivery on open account can be made at the discretion of IPC2U Group. Open invoices are net cash in the amount of the invoice without any deductions, postage and expenses payable immediately. A discount will be granted if it is expressly granted upon invoicing. Payments are met if IPC2U Group can dispose of the full amount. In the case of payment deadlines are exceeded, the purchaser is in default without a reminder.

9.2 The Purchaser may set off only those claims that are undisputed or legally. The reluctance of the purchase price and Deductions of any kind are not permitted.

9.3 Regardless of agreed payment at any time can pay or security may be required even before delivery has occurred, if arise reasonable doubts about the solvency or creditworthiness of the buyer after signing the contract, agreed payment and delivery terms are not met in essential points or essential changes in the financial circumstances of the purchaser occur. IPC2U Group is entitled in this case, at any time of all current contracts with the buyer in whole or in part or to require the purchaser to reimbursement of expenses or damages for non-performance. IPC2U Group is free, the law wants to exercise it with respect of each individual contract.

9.4 Received from the buyer installments will be allocated only to the costs, then the interest and only then to the purchase price, namely here first on unsecured claims and then to the oldest claims.

9.5 The buyer bears all sales taxes, sales taxes, import duties and other government fees and charges relating to the sale and delivery of the products, unless otherwise agreed.

10. Warranty and Liability

10.1 On property or compensation of expenses (hereinafter liability for damages), irrespective of the legal reason, including infringement of duties arising from the obligation and tort, IPC2U Group liable only insofar as its legal representatives or its vicarious agents have acted with intent or gross negligence or if the unfulfilled obligation for the achievement of the contractual purpose is essential (cardinal obligations). The aforementioned limitations of liability shall apply to contractual and non-contractual claims. The liability of IPC2U Group due to mandatory statutory regulations remains unaffected.

10.2 In case of negligent breach of cardinal obligations the liability for damages is limited to the contract typical, foreseeable damage.

10.3 The buyer is an entrepreneur. Warranty rights when buying used goods are excluded. The warranty period for the purchase of new goods is one year. Furthermore, to investigate the buyer delivered goods immediately after their delivery for any defects or deviations in quantity, he has a defective whole or in part delivery without undue delay after their discovery in writing; the notification period for defects that could be detected at all due to the type of goods careful study of no longer than one week. Other defects must be reported immediately to the buyer after their discovery. Failing a purchaser without delay, on time or formally correct notification of the defect, the goods shall be in respect of this defect as approved.

10.4 Where a duly reported shortage indicator is justified, IPC2U Group is entitled, at its option, instead of the delivery of replaced goods. IPC2U Group is obliged to exercise their right to vote later than ten days after receipt of the formally correct defects. Otherwise, it shall pass to the buyer. If the repair or replacement is unsuccessful, the purchaser is entitled at his option to withdraw from the contract or the cancellation (modification) of the contract or corresponding reduction of the agreed price (reduction) or, if the statutory requirements are met, for compensation to demand. The cost of an error checking falls to the buyer, when IPC2U Group can prove that the alleged lack of the buyer has not been fulfilled.

10.5 The liability for defects does not apply to natural wear and tear, nor damage arising after the passing of risk from faulty or negligent handling, excessive strain, unsuitable operating material, and chemical, electrochemical or electrical influences which are not assumed under the contract. The liability for the resulting consequences will be repealed by made about the customer or a third party changes or repairs.

10.6 Warranty claims will be excluded if the customer has the goods processed or allowed to make repairs by anyone other than recognized by IPC2U Group staff, unless these repairs be made with written consent of IPC2U Group. Warranty and guarantee commitments that are incompatible with the terms of this warranty regulations or contradict, are not binding on IPC2U Group, if they are confirmed in writing by IPC2U Group.

10.7 The buyer may not make any changes to the delivered goods and / or services carried out or make the repairs without IPC2U Group is hereby in arrears, even after detecting a defect. Otherwise, any warranty is excluded.

10.8 The exclusion or limitation of liability shall not apply in the case of injury to life, limb or health or damage to private property under the Product Liability Act or for other reasons liability is mandatory. A change in the burden of proof to the detriment of purchaser does not entail.

10.9 The customer is in the case of a complaint obliged the defective product or the defective part connected at their own expense and risk with a detailed description of the fault, specifying the model number and a copy of the packing slip or invoice to the IPC2U Group to send. The customer of the above comes obligation under incomplete, the IPC2U Group has the right to refuse acceptance and return the goods at the expense and risk of the customer.

11. Damages

11.1 As far as below nothing else, are about the provision in section 7 additional claims by the customer - for whatever legal reasons - are excluded. We are therefore not liable for damages which have not occurred to the goods themselves; in particular we are not liable for lost profits or other financial damages of the customer. As far as our contractual liability is excluded or limited, this also applies to the personal liability of employees, representatives and agents.

11.2 The aforementioned limitation of liability does not apply if the damage was caused by intent or gross negligence, personal injury, or a claim for damages under the Product Liability Act is.

11.3 Should we negligently breach a material contractual obligation, the obligation to pay damages on the typical damage is limited. Material contractual obligations are those which provide the customer with legal positions which him the contract has to grant according to its content and purpose, and those whose fulfillment the proper execution of the contract in the first place and on whose observance the customer regularly relies and may rely.

11.4 In addition, we are only liable under the existing insurance coverage with us, as far as we are insured against the damage that has occurred and the condition precedent of the insurance benefit.

11.5 Furthermore, our liability for damages is excluded.

11.6 The assignment of regulated in paragraphs 7 and 8 of the customer is excluded.

12. Limitation

12.1 The limitation period for claims based on defective deliveries and services as well as for claims arising from our liability for damages is one year.

13. Technical advice

13.1 A desired by the client technical advice by IPC2U Group be reliable. However, all data and information on the suitability and application of the goods supplied are not binding and do not exempt the customer from own tests and trials. The client is solely responsible for the compliance with legal and regulatory requirements in the use of the delivered goods.

13.2 If IPC2U Group is authorized to work on equipment, any liability for data that is stored on storage media or IPC2U Group surrendered such data to which IPC2U Group during the execution of the works has access, excluded. The client alone is responsible for the required backup. This disclaimer also does not apply in cases of intent or gross negligence liability is mandatory.

14. Retention of title

14.1 The delivery until full repayment of any outstanding receivables from the joint business relationship, including interest and costs, or up to the full discharge of any checks owned by IPC2U Group. IPC2U Group is entitled to assert the retention of title by a simple declaration asserted.

14.2 The retention of title extends to the delivery and re-sold the products resulting from processing products. When combined or mixed with material that does not belongs IPC2U Group, IPC2U Group acquires always ownership of the produced new object in proportion of the value of the goods to the value of the new item. The buyer shall apply in this case insofar as the depositary for IPC2U Group. Earns IPC2U Group when connecting several things no property, the buyer shall already IPC2U Group the resulting co-ownership.

14.3 The buyer is revocable entitled to resell the delivery as part of a normal course of business. Any other disposal especially pledging, collateral assignment or transfer by way of exchange is not permitted. Third parties have made pledges - even after mixing or processing - or any other infringement of the rights on the standing of IPC2U Group owned delivery is immediately notify IPC2U Group. The buyer IPC2U Group already, regardless of processing, all due to him from the further processing of claims and ancillary rights in the event that the supply is sold by the buyer together with other IPC2U Group goods not belonging to the assignment of the purchase price claim applies only to the amount of value of the delivery.

14.4 If the buyer of its payment obligation towards IPC2U Group in arrears or infringe one of the resulting from the reservation of ownership obligations, the remaining debt will be immediately payable. In these cases IPC2U Group is entitled to demand the surrender of the delivery and those collected from the buyer. The purchaser has no right of possession. IPC2U Group is entitled to notify the assignment of the claim by the buyer to IPC2U Group purchasers of the buyer and collect the debt. Any return of goods shall be accepted only for safety's sake; it is because, even if subsequently partial payment is allowed, does not constitute withdrawal from the contract.

14.5 The buyer shall store the reserved goods for IPC2U Group charge. He has against the usual risks such as Fire, theft and water to insure safety. The purchaser hereby assigns his claims to him from damage of the above Against insurance companies or other obligated parties is entitled, starting at IPC2U Group equal to the invoice value of the goods. IPC2U Group accepts the assignment.

15. Export Restrictions

15.1 The buyer or buyers of the fact needs to be aware that most of the products supplied by IPC2U Group subject to export restrictions of the applicable foreign trade provisions, in particular the so-called COCOM rules and therefore the export of such products, whether they incorporated in their original state or are, are either banned or permitted only with special regulatory approvals in countries that are subject to such restrictions. Therefore, the buyer / purchaser undertakes to strictly adhere to such export regulations and carefully obtain all necessary governmental or other consents for each case of such exports.

16. Final Provisions

16.1 Place of performance - if legally permissible - is Hannover.

16.2 Jurisdiction for all disputes is exclusively Hannover out of business resulting liabilities and for all disputes in connection with the delivery business and / or documentary evidence, unless otherwise agreed.

16.3 Relations between IPC2U Group and the buyer subject to the law of the Federal Republic of Germany. The application of the provisions of the Uniform Law on the conclusion of international sales contracts for movable goods and the Uniform Law on the sale of goods or of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

16.4 If individual provisions of these Conditions or of the delivery transaction are invalid, the validity of the remaining provisions shall not be affected. The contractors are obliged to agree on a new provision which comes as the objective pursued by the right purpose to the next.