InfraTec Shop - General Standard Terms and Conditions of InfraTec Infrarotsensorik und Messtechnik

General Standard Terms and Conditions of InfraTec Infrarotsensorik und Messtechnik

1 General

The conditions mentioned below shall apply between the firm InfraTec GmbH Infrarotsensorik in Messtechnik – “IT” hereinafter – as the supplier and its commercial and public clients for any “IT” performance (supply, installation of delivery items, etc.) as far as other conditions have not been agreed upon in writing. Deviating conditions imposed by the client, which “IT” has not expressly consented to, are in no case whatsoever part of the contract. The client shall bear the burden of proof as to if and which conditions have been agreed upon.

2 Offer and Conclusion of the Contract

a) Orders will become legally binding upon their written confirmation by “IT”, whose contents is solely decisive for the contractual relationship and the scope of delivery. Ancillary agreements, verbal statements by staff or representatives or alterations to existing orders (including alterations to delivery items) require their written confirmation by “IT” for becoming effective. Orders by phone, telegraphy or telex are executed solely at the client’s risk.
b) As far as devices or parts to be supplied by third parties are listed in offers or contracts, “IT” will not assume any supply commitment in their respect.
c) Should “IT” state any manufacturing times for its delivery items or should they become part of contracts, such times will always relate to “IT” systems regardless of the manufacturing time of other systems, or the like, working together with them.
d) Images, recordings, weight and dimensional measurements and capacity details contained in offers and offer documentation are only approximately binding as long as they have not expressly been declared binding.
e) “IT” reserves its property and intellectual property rights in quotations, drawings, organisational proposals as well as other preparatory and offer documentation; these must not be disclosed to third parties. Upon request, they must be returned to “IT” should the order not be placed with “IT”.

3 Prices

a) All prices are in EUR. Value Added Tax of the amount that is legally binding on the day of invoicing will be added to prices.
b) Prices for delivery items are always “Ex Works” plus packaging, wiring and other installation costs as well as costs for instructing the operating personnel. Reference is made to Item 4 b).
c) All prices strictly apply to the current order; hence neither with retroactive effect nor to future orders.
d) Any delivery is made at the client’s risk and costs.
e) Should, after concluding a contract, “IT” raise its prices for the contractually agreed performance due to official regulations or due to increases in material costs or other total production costs by more than a cumulative 5%, it may accordingly increase the agreed prices to such extent as it may provide its performance only after four months from the conclusion of the contract.

4 Performance and Despatch

a) As far as no other mode of despatch is agreed upon, the products shall be delivered in the way deemed most reasonable by “IT”, however, at no guaranty for the safest, cheapest and fastest mode of delivery.
b) Upon the client’s request and at his expense, all deliveries will be insured from the passage of risk. Should any damage occur, “IT” will concurrently assign any insurance claims to the client as soon as the client has fulfilled his contractual performance and has reimbursed “IT” the insurance premium.

1Passage of Risk
In the case of delivery, the risk will, at the latest, pass to the client upon sending the note of readiness for despatch, in the absence of such note at the point in time when the delivery leaves “IT’s” premises. This shall also apply if partial deliveries are made or “IT” has, apart from shipping, assumed yet other performances (e.g. installation, transport). Should despatch be delayed due to circumstances beyond “IT’s” sphere of influence (cf. Item 6d), the risk will pass to the client on the day of readiness for despatch; reference is made to Items 4b) and 6f).

6 Delivery and Installation Deadlines, Acceptance

a) Has a delivery deadline been agreed upon, the period of delivery will commence on the day of “IT’s” confirmation of order; however, not before the technical execution has been clarified. In the case of delayed receipt of any documentation or statements to be provided by the client or the client’s non-compliance with possible other duties, the period of delivery will be extended appropriately. Clauses 1 and 2 shall apply to installation deadlines accordingly: It shall, however, commence only as early as the client has provided for or properly installed faultfree devices and as soon as all the other installation requirements generally to be met at the client’s expense have faultlessly been fulfilled.
b) The period of delivery shall be deemed complied with if, before its expiry, the prerequisites (cf. Item 5) effecting the passage of risk have been provided for.
c) “IT” is entitled to execute, and invoice for, part performance.
d) Should “IT” be prevented from complying with delivery or installation deadlines for unforeseen reasons beyond its power of influence, the deadlines shall extend appropriately. Particularly, all such circumstances shall be deemed to be beyond “IT’s” sphere of influence, which “IT” cannot be made responsible for; measures as part of industrial action (especially strike or lock-outs) as well as “IT’s” subcontractors’ failure to perform for reasons beyond their sphere of influence. In important cases, “IT” will communicate to the client the beginning and end of such hindrances. Should, subsequent to such circumstances, “IT’s” performance become impossible, “IT” shall be released from the respective duty and any other duties related thereto. Should circumstances beyond “IT’s” sphere of influence occur during a delay already prevailing at “IT’s”, “IT” cannot be made responsible for them, either. Should a delivery or installation deadline subsequently have to be extended or should “IT” be released from its related duties, claims for damages can, neither for delay nor for non-performance, be derived therefrom.
e) A client’s withdrawal from contract can only become effective if the delivery and installation deadline as specified in “IT’s” confirmation of order or extended according to d) has been exceeded, if “IT” has been in default for more than four weeks and and if a grace period then granted owing to the kind, scope and level of difficulty, etc. of the performance has expired without success. Excluding further liability for damages, “IT” can be held liable in delays for the damage immediately caused by the delay to the extent that such delay has been caused by its own and not only slight negligence: Liability is limited to 0.5% for each full week of delay, to a maximum of 5% of the agreed net price for the outstanding performance.
f) Should despatch of delivery items be delayed upon the client’s request or for reasons beyond “IT’s” power of influence (cf. d)) or should the client fail to accept any delivery item, “IT” shall be entitled, after a grace period of two weeks has expired without success, to withdraw from the contract. As soon as “IT” is entitled to withdrawal, it may claim to be reimbursed by the client for costs accrued to “IT” for storage (for storage on “IT’s” premises at least 0.5% of the net price agreed for the delivery items concerned for each month): Reference is made to Item 4 b). After this grace period has expired without success and instead of withdrawal, “IT” is also entitled to otherwise dispose of the delivery items and to supply the client within an appropriately extended period of delivery. “IT’s” right of claiming interest on arrears hereby remains unaffected.
g) Upon “IT’s” request, the client is obliged to immediately take delivery of “IT” performance as soon as functionality (possibly by functionality test programmes) has been proven to the client by “IT” and to confirm acceptance in writing.

7 Withdrawal by “IT”

Should unexpected circumstances in the sense of 6 d) occur, which not inconsiderably change the economic importance or the content of “IT’s” performance or have such an effect on “IT”, the contract will appropriately be adjusted to the changed circumstances. This will also apply if, in retrospect, it becomes obvious that it is impossible for “IT” to perform. Should the adjustment of the contract economically be unjustified, “IT” will have the right to partially or entirely withdraw from the contract. Should “IT” want to exercise its right of withdrawal, it must inform the client thereupon at its earliest convenience, and also in such case if an extension of the performance period had been agreed upon. Claims for damages by the client, which arise from the context of contractual adjustment or of “IT’s” withdrawal are expressly excluded.

8 Warranty

For maintaining his warranty rights, the client must report, to “IT” in writing, complaints resulting from incomplete performance or externally visible faults within eight days of receipt of the performance and complaints regarding hidden faults immediately after their discovery. In any case, whatsoever, even in the case of guaranteed properties, “IT’s” warranty will exclusively be determined by the following provisions.
a) The warranty term for any “IT” performance is, from the point in time when the client files a complaint, 6 months since delivery or, as far as “IT” had been responsible for it, since operational setup (installation). In the case of orders of an electrical data-processing system including several programmes, warranty will only start as soon as the system becomes operational using at least one programme.
b) “IT” is only obliged to provide warranty for such faults in its performance, which, by proof, can be traced back to circumstances prevailing prior to the beginning of the warranty period (especially faulty design, deficient material quality, insufficient manufacture) and which compromise the usefulness of the performance to a not inconsiderable extent.
c) There is no obligation to grant warranty for usual wear, especially of wear-and-tear parts (e.g. driveshafts for vehicles, electric bulbs, glass as well as colour ribbons, rubber rollers, tie rods or straps, magnetic tapes, print types, magnetic heads). Neither is there any obligation to grant warranty if faults or disturbances occur on the delivery item that can be attributed to inappropriate handling, insufficient maintenance, faulty programmes designed by the client or third parties, application of unsuitable utitlities/ auxiliaries (to the extent they are required, such as account cards, magnetic tapes), the usage of other than genuine “IT” parts, abnormal operational conditions (particularly deviation from installation conditions), non-conclusion or delayed conclusion of a maintenance contract), impacts by other devices or deficient service by third parties or by the client (including installation and connection of delivery items). Furthermore, there is no obligation for “IT” to grant warranty if, at the client’s own discretion, usual execution of performance is deviated from (e.g. with regard to applied materials).
d) In the case of a warranty claim, it is obliged at its option and subject to its equitable discretion, to repair the faulty performance or to re-deliver the performance. The client is obliged to put “IT”, upon “IT’s” request, in the position to investigate the causes of the reported fault and to remove it or provide replacement by returning the delivery item of complaint. Replaced parts will become property of “IT”. Warranty is granted for faults of repairs or newly rendered performance in accordance with the warranty conditions specified herein for a period of three months (at least, however, until the expiry of the warranty term for the original performance).
e) Beyond d), Clause 1, the client only has the right of replacement or of reduction in price if “IT”, despite at least three attempts, for which appropriate time and opportunity must be granted, has failed to repair the fault complained about. The client can only claim damages, if the prerequisites acc. to Clause 1 are fulfilled and if “IT” or one if its legal representatives or one of its managing staff can be made responsible for the fault, for intention or gross negligence; merely the immediate damage is to be replaced, whereas, in the case of gross negligence, claims for damages are limited to the net price agreed upon for the faulty performance or partial performance. Should “IT” have assured the client that it would guarantee its interest in the performance of the contract, the client will only be entitled to damages if “IT” or one if its legal representatives or one of its managing staff can be held liable for fault; in the case of gross negligence, claims for damages are limited to the above-mentioned maximum amount.
f) Regarding substantial third-party products, “IT’s” liability is limited to the fact that it will transfer its unencumbered warranty claims it holds against the supplier of the faulty third-party product to the client, unless the warranty term agreed upon with the supplier has already expired.
g) Warranty will become void if “IT” is not granted appropriate time and opportunity for repair or replacement and if the client, by himself, has executed unauthorised repair work or has had it executed.
h) “IT” will merely bear direct wage/salary costs for deinstallation and installation and performing the repair as well as probable despatch costs for shipping a part of replacement. Any other costs including travel expenses will have to be borne by the client.
i) By negotiating a complaint, “IT” does not in any way waive its objection that the notification of defects was delayed, insufficient or unfounded.
k) Should a notification of defects prove to be unjustified, the client will have to reimburse “IT” for all the expenses accrued to it in this regard.

9 Exclusion of Claims, Liability for Vicarious Agents, Impossibility/Incapacity

a) As far as the clients rights are not expressly acknowledged in an agreement between “IT” and the client or in the Clauses above and below, their enforcement towards “IT”, regardless which legal reason they have been derived from, are, to the extent that is legally admissible, expressly excluded. This particularly applies to claims for damages due to consequential damage or resulting from a tortious act (including product liability) and to claims regarding the infringement of duties in contract negotiations or resulting from subsidiary agreements as well as from the infringement of subsidiary duties or the duty to provide appropriate operational instruction.
b) “IT’s” liability for vicarious agents is limited, as far as managing staff is concerned, in any case to the care in their selection and in necessary supervision. As far as “IT” can be made responsible for it, a right of withdrawal will come into existence, if part performance of the contract is of no interest to the client; otherwise the client is free to reduce his consideration appropriately. Should impossibility or incapacity “IT” is liable for arise during the client’s default in acceptance, the client will remain obliged to render consideration.

10 Payment

a) “IT’s” invoices are payable within 30 days net from the date of invoice, without any deductions. Upon receipt of payment within two weeks from the date of invoice, 2% discount may be deducted from the invoice total as far as “IT” has no other outstanding claims against the client.
b) Retaining payments or counter-balancing them against any counter claims not recognised by “IT” is not permissible. Should, acc. to Item 8 e), the client be entitled to replacement or reduction in price, he only has a right of rentention if the claim for replacement or reduction in price is to be decided within the proceedings of a legal dispute and well-founded: In such case, payments may only be retained to such an extent that is appropriate with regard to the existing fault.
c) Bills of Exchange are only accepted upon prior agreement, and only on account of payment. Discount and bill charges plus VAT, acc. to private bank charges, will have to be borne by the client.
d) When payment deadlines are exceeded, “IT” is entitled to charge interest on arrears amounting to 4% on top of the Federal Bank’s discount rate, with reference to the invoice total.
e) With larger amounts, “IT” is also entitled to insist on advance payment or securities.

11 Security, Retention of Title in Particular

a) Products delivered remain “IT’s” property until all claims “IT” is entitled to as a result from the supply contract will have been satisfied. “IT” is entitled to cover all its supply items that are subject to its retention of title against any insurable risk at the client’s cost, unless the client provides proof of sufficient existing insurance coverage.
b) Delivery items must, as long as they are subject to retention of title, be handled by ordinary course of business, and after any cessation of payments, not be sold or processed. Already at this point in time, the client transfers to “IT” all claims including ancillary rights resulting from his business relationship with his clients with regard to their re-sale. The transferred claims serve to secure “IT’s” claims due to which the retention of title exists. The client is authorised and obliged to enforce the claims transferred to “IT” unless the client ceases his payments or “IT” revokes this authorisation. Upon request, the client must inform “IT” immediately in writing who he has sold delivery items to and which claims he has from this sale.
c) In the case of the client breaching the contract, especially when payments are delayed, the total remaining debt will immediately fall due. In such case, “IT” is authorised to demand the return of the delivery item and to collect it from the client without “IT” having to withdraw from the contract first. Insofar, the client has no possessory title. The recovery of the delivery item shall only mean to be withdrawal from the contract if “IT” expressly declares it in writing. The imperative provisions of the Statute Covering Installment Sales shall remain unaffected hereby.
d) The client must not pawn or pledge as security the delivery items subject to retention of title. He is obliged to assert any of “IT’s” rights derived from the above security provisions towards any third party; especially upon the occurrence of threats of attachment, seizure or other decrees by third parties, he has to refer to it as “IT’s” property and to immediately report to “IT” any detriment to “IT’s” property rights.

12 Place of Performance and Place of Jurisdiction

a) The place of performance for all deliveries and payments, also for liabilities on bills, is Dresden.
b) Even if individual items are legally ineffective, these Terms and Conditions are binding in their remaining parts.
c) The place of jurisdiction for any disputes directly and indirectly arising from the contractual relationship, unless the client is a small trader (§ 4 HGB – German Commercial Code), is Dresden. “IT” is entitled to take legal action at the client’s location.
d) German law (BGB – German Civil Code, HGB – German Commercial Code), which is in effect at the place of performance applies to the contractual relationship.

13 privacy

a) We save and use your personal data exclusively for processing your order and possible complaints. Your e-mail address is only used for providing further information regarding your order.
b) Being a new customer a new customer account will be opened before your first order. We will ask you for some personal data, eg. your name and your e-mail address and the delivery address. We will save those data to offer you a convenient order processing.
c) After a customer account has been opened you can always make use of the data saved during the ordering process. Additional information which are requested using certain payment methods will not be kept in the customer account permanently.
d) In no instance personal data together with an e-mail address will be transferred to a third party. Excepted from this rule are service providers who do ask for the data to process the order. Those service providers include companies involved in the physical delivery of the goods (Deutsche Post AG, United Parcel Service, forwarding agencies) and providers of information about the credit standing of customers like Schufa.
e) Transfers of data to service providers take into account the regulations of the BDSG (Bundesdateschutzgesetz, Data Security Law) of the Federal Republic of Germany. The amount of data transferred will be limited to an absolute minimum.
g) Of course we will be ready to inform you at all times according to the BDSG about your data stored. To receive this information please do contact our appointed data security officer: e-mail
f) The collection and processing of personal data is in complete accordance with the regulations of the Bundesdateschutzgesetz (Data Security Law) and the TDDSG (Informations- und Telediensedatenschutzgesetz; Law of information and teleservice data security) of the Federal Republic of Germany.

﻿General Standard Terms and Conditions of InfraTec Infrarotsensorik und Messtechnik