IBEDA Sicherheitsgeräte und Gastechnik GmbH & Co. KG
1. Order confirmation
Each order shall only become valid if confirmed in writing by our Company.
2. Delivery and delivery period
The goods shall be delivered at the risk of the Buyer, ex warehouse and exclusive of packaging, via the delivery channel which is most economical for us. The delivery date stated in the order confirmation is non-binding. The delivery date is defined as that point in time when the goods depart the warehouse or when we communicate that the goods are ready for shipment. Occurrences attributable to force majeure entitle us to delay delivery for the duration of the disturbance, plus a reasonable lead time, or to withdraw from the contract. The same shall apply if the Buyer does not fulfil his obligations. Circumstances making delivery essentially more difficult or temporarily or permanently impossible for us shall be deemed equivalent to force majeure, irrespective of whether they prevail at our premises or those of our suppliers, and regardless of who bears responsibility. The Buyer is not entitled to any further rights, particularly of compensation on account of non-fulfilment or due to delay. Adherence to the delivery period is contingent upon the clarification of all technical details and the compliance with all agreed payment terms by the Buyer. Partial deliveries are principally permitted.
3. Warranty and liability
a) Warranty obligations
aa) We shall provide the Buyer with a warranty on the goods delivered by us and the work and services performed by us, ensuring a form and function correspondent to the state of the art.
If faults occur within twelve months (within six months for goods used in multiple-shift operations), calculated from the day of delivery performance, with respect the goods delivered by or the work and services performed by us, as a result of a circumstance that took place prior to the aforementioned time periods, in particular due to flawed construction, poor materials or faulty workmanship, and consequently the good or performed service is rendered unusable or substantially diminished in function, then we shall undertake free of charge to remedy the fault or replace the faulty parts with new parts.
Once a fault has been identified, the Buyer must report it to us in writing without delay. Replaced parts become our property.
Providing that the complaint claim proves to be justified, we shall bear those costs that result directly from the rectification and/or replacement part delivery, for the replacement part or material and the labour costs for rectification, including the shipping costs at the least expensive rate, the reasonable costs for removal and installation and, furthermore, if the individual circumstances justify it, those costs that are possibly necessary for providing our installation specialists and assistants. All other costs shall be borne by the Buyer.
In order for us to carry out the warranty measures to be performed in accordance with the applicable stipulations, the Buyer must grant us the necessary time and opportunity to do so. Otherwise, we shall be released from our warranty obligations.
Only in the event that we are overdue in rectifying the fault by a reasonable deadline set by the Buyer does the Buyer have the right to rectify the fault himself, or have it rectified by a third party, and reimbursement of the costs incurred.
The replacement part and/or rectification work shall have a warranty period of three months, but shall extend to at least the expiry date of the original warranty period of the original good or service performance.
bb) If it is not possible for us to carry out the rectification work/subsequent delivery or we are unable to remedy the fault despite two attempts at rectification/subsequent delivery, then the Buyer is entitled to assert the statutory warranty rights. In this case, the warranty period is six months from the time of transfer of risk or acceptance.
cc) No warranty or liability shall be assumed for faults and damage that result from circumstances that are not attributable to wilful or grossly negligent conduct on our part or on the part of agents acting on our behalf, in particular:
- Unsuitable or inappropriate usage, application or handling
- Deficient installation or commissioning by the Buyer or a third party
- Natural wear and tear
- Incorrect or negligent handling (particularly non-observance of our maintenance instructions)
- Use of unsuitable operating materials and alternative materials
- Deficient construction work, unsuitable installation location
- Chemical, electrochemical or electrical effects
dd) We are not liable for improper modifications or maintenance work undertaken by the Buyer or third parties, or any resulting consequences thereof, on the delivered goods or services performed.
ee) If, after notification of readiness for shipment, goods to be delivered by us are not requested for delivery by the Buyer and made available by us in our inventory, then the aforementioned warranty periods begin with receipt of the readiness for shipment notification by the Buyer.
ff) Otherwise, the provisions of Articles 377 and 378 of the HGB (German Commercial Code) are also valid to the extent that they are applicable to the contractual relationship between us and the Buyer.
The Buyer must himself undertake to verify whether the delivered goods are suitable for the intended purpose.
Complaint claims may only be made within eight days of receipt of the delivered goods.
b) Liability for damages
aa) Claims for compensation of damages not incurred by the delivery item itself but instead by other property of the Buyer are only possible in case of:
- Deliberated intent
- Gross negligence by us or one of our managerial employees
- Fraudulent concealment of defects
- A guarantee; however, only if explicit, written provision of a statement of guarantee exists in our offers or order confirmations
- Culpable harm to life, limb or healthDamages caused by simple negligence on our part or on the part of agents acting on our behalf, if and to the extent that our business and product liability insurance covers such damages
bb) In the event of a culpable breach of fundamental contractual obligations, we are also liable for gross negligence on the part of non-managerial employees and for simple negligence. In case of the latter, however, our liability is limited to damages that are reasonably foreseeable and typical for this type of contract.
cc) If our Customer decides to withdraw from the contract after a failed attempt at supplementary performance, then he has no entitlement to a claim for damages due to the defect. In cases such as this, if the Customer demands compensation for damages, then the delivery item shall remain with the Customer and the compensation for damages shall be limited to the difference between the agreed price and the value of the defective delivery item.
dd) Claims are excluded.
Complaint claims may only be made within 8 days of receipt of the goods. Deficiencies affecting part of a delivery do not justify a complaint claim applicable to the entire delivery. We have the right of rectification or replacement part delivery. The goods manufactured by us are sold based on the prerequisite that the Buyers themselves undertake to verify whether the product are suitable for the intended purpose. We cannot be held liable for losses, damages or other costs that arise directly or indirectly from usage of the product, or from the inability to use it.
We shall provide the Buyer with a warranty on the goods delivered by us and the work and services performed by us, ensuring a form and function correspondent to the state of the art, and assume to the exclusion of all further claims (notwithstanding claims made in accordance with the stipulations specified following clause b) accordingly:
4. Order cancellation
If orders are cancelled by the Customer, then we are entitled charge for the full amount of the costs incurred up to the point in time of the interruption.
5. Retention of title
The delivered goods remain our property until complete payment has been made or the cheque(s) tendered in payment have been cashed or payment remitted. Accounts receivable derived from resale of the goods will be assigned to us to secure our receivable.
6. Payment terms
Payment of the invoice amount is due within 30 days of the invoice date. In the event of default of payment, we are entitled to charge default interest of 2% above the respective current discount rate of the Deutsche Bank without any prior notice. Payments must be made punctually to the extent that the invoice amount is available to us on the due date.
7. Place of performance and place of jurisdiction
For both contractual parties, the place of performance for services derived from the contractual relationship is our company headquarters in Neustadt/Wied, Germany. The place of jurisdiction is the local court of Linz or, respectively, the regional court of Koblenz. The aforesaid provisions are invalid if the Buyer is not a merchant, a legal entity under public law or a special fund under public law.
8. Final clause
Any changes to these delivery and payment terms or the contractually agreed provisions must be made in writing. This also applies to changes to this requirement of written form in and of itself.
If specific stipulations of these sales and delivery terms or the contractual provisions agreed with our Customer should become invalid or unenforceable, then the validity and enforceability of all other remaining stipulations and provisions shall remain unaffected
In place of the invalid stipulation or provision or to fill an omission, the Parties shall agree to a reasonable provision shall apply which insofar as legally possible comes closest to fulfilling the original intention of the Parties to the contract had they considered this point upon conclusion of the contract.
If the invalid or unenforceable item regards a term of performance or stipulation of time, then it shall be replaced by a legally enforceable equivalent.
All legal transactions between the Customer and our Company are subject to the laws of the Federal Republic of Germany.
Any agreed provisions that differ from these terms of sale and our order confirmations are only legally effective if they have been properly confirmed by us in writing.