General Terms and Conditions of Sale and Delivery of IAI Industrieroboter GmbH (IAI)
1. General provisions, scope of application
- Our offers, order confirmations, deliveries and other services to the persons stated in Section 1 Paragraph 2 (Customer) shall be based exclusively on these General Terms and Conditions of Sale and Delivery. We will not accept any terms and conditions of Customer that conflict with, deviate from or are not included in our Terms and Conditions of Sale and Delivery.
- Our General Terms and Conditions of Sale and Delivery shall only apply to persons who conclude the contract in exercise of their trade, business or profession (Entrepreneurs) as well as to legal persons under public law or special funds under public law. They shall not apply to natural persons who conclude the contract for a purpose outside their trade, business or profession.
2. Conclusion and content of the contract, reservation of right to make modifications
- The scope of the delivery is set out in our written order confirmation. Any collateral agreements and modifications shall be subject to our written confirmation to be effective.
- We shall reserve the right to make modifications to the design and material, provided that the customary or contractually specified use of the delivered item is not substantially and adversely affected and the modification is reasonable for Customer.
- We shall reserve the rights of ownership, copyrights and industrial property rights to cost estimates, drawings and other documents; the above-listed documents may only be made available to third parties with IAI’s written consent.
3. Prices and payment
- The prices shall apply ex works distribution centre IAI Germany. The prices are exclusive of the applicable statutory value-added tax. The invoice total shall be payable net cash within 30 days.
- Retention of payment or offsetting against any counterclaims is only permissible if Customer’s counterclaims are recognised or declared final and absolute.
- In the event of default in payment, default interests amounting to nine percentage points p.a. above the effective basic rate of interest may be charged. This shall be without prejudice to the Parties’ right to prove that higher or substantially lower damage or loss has actually occurred.
- The payment shall be deemed effected once we have access to the total payment amount. In the event of default in payment, further deliveries will only be made against cash in advance.
4. Minimum order value
- Should the total value of an order be less than EUR 200.00 in Germany or EUR 300.00 in other European countries, we will charge a surcharge for small-volume orders amounting to EUR 30.00 on the invoice total.
- The surcharge for small-volume orders will be listed separately in our offer and in our invoice.
5. Delivery period
- The delivery deadline shall commence when the order confirmation is issued. However, this shall only apply if all technical and commercial details have been clarified by that point in time. The delivery date shall be deemed to have been met if the item has left IAI’ works or the readiness for shipment or collection has been communicated to Customer by that point in time.
- The delivery periods indicated in all our sales and communications media (such as product catalogues, price lists, offers, etc.) are based on practical experience. The indicated standard delivery periods shall not constitute guaranteed or binding delivery deadlines. The delivery period stated in our order confirmation shall be solely binding. Noncompliance in individual cases shall not automatically constitute default in delivery on our part and shall not entitle Customer to make a complaint or even claim compensation for any damage or loss.
- IAI shall be entitled to make partial deliveries and early deliveries if desired by Customer or is reasonable for him.
- The delivery deadline shall be extended by a reasonable period in the event of obstacles that are attributable to force majeure. These also include actions as part of labour disputes, in particular strike and lockout. This shall also apply if unforeseeable obstacles or circumstances occur at subcontractors.
- Compliance with the delivery deadline shall be subject to the prerequisite that Customer meets his contractual obligations.
- IAI shall not be responsible for the above-stated circumstances even if they occur when IAI is already in default.
- Customer shall be entitled to request that the dispatch be postponed by a maximum of one week. This postponement must always be requested in writing. It can be accepted up to a maximum of 3 weeks prior to the date of dispatch stated in our order confirmation.
- If the dispatch is postponed by more than one week at Customer’s request, we shall be entitled, after a reasonable period of time, to otherwise make use of the delivered items, supply Customer within an adequately extended period and charge any storage costs incurred.
6. Freight charges
Freight charges shall be borne by Customer, unless otherwise specified in our order acknowledgement.
To the extent that we are obliged to take back packaging, the following shall apply:
a) Packaging will be taken back at our place of business during our usual business hours.
b) The packaging to be taken back must be clean, free from foreign materials and sorted by type; otherwise, Customer shall be obliged to reimburse us for the extra costs of disposal incurred by us.
8. Performance and transfer of risk
- Unless agreed otherwise, the goods are sold “ex works” (readiness for collection). The risk shall pass on to Customer upon notification of the readiness for collection.
- In the case of services that constitute no delivery or part delivery, the place of performance shall be the place at which the service is rendered. The risk of a service or agreed part service shall pass on to Customer as soon as it is rendered.
- In the case of an agreed delivery, the risk shall pass on to Customer as soon as the goods leave the warehouse of IAI Germany. In the event of delayed dispatch of an agreed delivery from the warehouse of IAI Germany for reasons within Customer’s sphere of responsibility, the risk shall pass on to Customer upon notification of the readiness for shipment (sending of shipping documents).
- Where delivery on call has been agreed and IAI insists on the performance of the contract, the goods shall be deemed called off up to one year after placement of the order at the latest.
- All deadlines that depend on the performance on part of Seller shall commence at the above-stated points in time.
- If Customer so requests, IAI will insure the consignment against theft, breakage, transport, fire and water damage as well as against other insurable risks at Customer’s expense.
9. Retention of title
- We shall retain the title to the goods delivered until full settlement of all – also future – claims (including all secondary claims such as costs for bills of exchange, financing costs, interests) arising from the business relationship with Customer, no matter on what legal grounds.
- Where a current account agreement has been made with Customer, we shall retain the title until full settlement of the acknowledged current account balance. When accepting cheques or bills of exchange, performance shall not be deemed to have occurred until the cheque or bill of exchange is cashed and we are able to dispose of the amount without recourse risks.
- Where payment on the basis of the cheque/bill of exchange procedure has been agreed with Customer, the retention of title shall also extend to the cashing by Customer of the bill of exchange issued by us and shall not expire with the credit entry of the cheque received.
- Customer undertakes to take good care of the retained goods and to notify us without delay of any attachment, seizure, damage and loss; if this obligation is breached, we shall be entitled to withdraw from the contract.
- Customer shall bear all costs arising from the lifting of an attachment or the recovery of the delivered items, in particular as part of a third-party action against enforcement, unless these costs can be collected from third parties.
- Customer may process and sell the goods in the ordinary course of business; however, he may neither pledge them nor transfer them as security. If Customer is in arrears with a substantial part of the payment, we shall be entitled to temporarily take back the retained goods. The exercise of the right to take back shall not constitute a withdrawal from the contract, unless we expressly declare withdrawal.
- Any costs arising from the exercise of the right to take back (in particular transport and storage costs) shall be borne by Customer, provided that we have given advance notice thereof with a reasonable notice period. We shall be entitled to make use of the retained goods taken back and satisfy ourselves from their revenue, provided that we have given advance notice thereof. In our notice, we shall set Customer a reasonable period for complying with his obligation.
- Customer shall hereby assign to us any purchase price, wage or other claims (including the acknowledged balance from a current account agreement or, in the event of insolvency of Customer’s business partner, the then existing “causal balance”) in respect of the retained goods arising from the resale, processing or any other legal ground (e.g. in case of an insured event, unlawful act or loss of ownership due to combination of the delivered item with a plot of land) to the amount of the invoice value of the retained goods; we hereby accept the assignment. We authorise Customer on a revocable basis to collect the claims assigned to us on our behalf in his own name. This collection authorisation can only be revoked if Customer fails to properly meet his payment obligations. In such a case, Customer shall, upon our request, provide us with the information required to collect the assigned claims, make available the corresponding documents and inform the debtor of the assignment. The assignment of claims pursuant to Sentence 1 serves to secure all – also future – claims arising from the business relationship with Customer.
- If the realisable value of the security provided to us pursuant to the foregoing provisions permanently exceeds our claims against Customer by more than 10%, we shall release securities at our option upon Customer’s request. The above-stated coverage limit of 110% shall increase by the amount of the value-added tax, to the extent that when making use of the security collateral we are required to pay value-added tax as a result of Customer’s delivery to us being subject to value-added tax.
- If Customer breaches the contract, in particular in the event of default in payment, all outstanding debts shall become due immediately. In such cases, we shall be entitled to demand handover of the goods and collect them from Customer after declaring withdrawal. Customer’s right of possession shall then expire.
10. Software use
- Customer shall be granted a fee-based, non-exclusive, non-transferrable right, unlimited in respect of time, to use any software of IAI and the pertinent documentation. IAI shall remain the holder of the copyrights as well as all other industrial property rights. The right to produce copies is only granted for the purpose of data backup.
- Copyright notices must not be removed.
- Transfer to third parties shall always be subject to our consent. When transferring software to third parties for the purpose of resale, Customer shall ensure that the third party also accepts these terms.
- Modifications are not permitted.
- In each case of noncompliance with these terms pursuant to Paragraph 1 and/or 3, Customer shall pay a contractual penalty amounting to double the fee Customer would have to have paid for using the software in the same manner as he did in breach of the licence agreement, but no less than EUR 5,001.00 and no more than ten times the order value. In the event of noncompliance with Paragraph 2, an adequate contractual penalty based on the value of the software shall be paid, but no less than EUR 30,000.00.
- The contractual penalty shall be set off against any compensation for damage.
- The payment of the contractual penalty shall not release Customer from the obligation to perform the contract and, in particular, to observe the licence terms.
11. Order cancellation
1. General terms and conditions of cancellation or modification of orders, definitions
a) Cancellation or modification of orders for standard and special products is only possible by the due date defined below.
b) The Due Date is three weeks before the delivery week indicated in the order confirmation.
c) After the Due Date, the full contract price must be paid in any case.
d) Special products are defined as all IAI products whose article numbers contain “SP” and/or which have been ordered and delivered as special products and/or the products listed below:
|1||ISDACR-W type + EU connector|
|2||SSPA 750W type + EU connecto|
|3||IF series||Motor with CE certification|
|4||FS series||Motor with CE certification|
|5||RCS2-RA13R + EU connector|
|6||RCS2-rotary type + EU connector|
|7||RCS2 mini-Roboclyinder type + EU connector|
|8||ICSB series + EU connector|
|9||ICSA series + EU connector|
|10||Controller for IF actuator||for parameterisation|
|11||Controller for FS actuator||for parameterisation|
|12||Controllers for Gateway paramter setting||for parameterisation|
e) Standard products are defines as all IAI products whose article numbers do not contain “SP”. Exceptions as mentioned above.
f) The contract price is the purchase price shown in the order confirmation.
2. Cancellation of standard products
In the case of cancellations of standard products by the Due Date, 10% of the original contract price shall be payable.
3. Cancellation of special products
a) In the case of cancellations up to 16 days before the Due Date, 30% of the original contract price shall be payable.
b) In the case of cancellations prior to the period stated in Paragraph 3a, 10% of the original contract price shall be payable.
4. Modifications to the original order for standard products
a) In the case of modifications to the ordered product type, length of standard cables, a surcharge of EUR 30.00 shall be payable.
b) For all other modifications to standard products, a surcharge of EUR 100.00 shall be payable.
5. Modifications to the original order for special products
a) In the case of modifications to special products up to one week before the Due Date, a surcharge amounting to 30% of the original contract price shall be payable. The price for the new order will then be charged in full including the surcharge.
b) In the case of modifications before the period stated in Paragraph 5a, a surcharge amounting to 10% of the original contract price shall be payable. The price for the new order will then be charged in full including the surcharge.
6. Other terms and conditions of modification
a) Where a new controller type is required due to a modified order, this shall only be free of charge if its configuration is not changed.
b) Modifications to the original order received by 12.00 pm (CET) on the same day will be free of charge.
c) Modifications and postponements of orders already placed can only be accepted once within one week of receiving the order confirmation. Postponement of shipping can be accepted only once and within one week after original confirmation week.
d) Holding of orders in the processing of orders placed are not possible.
- Returns that are not attributable to a fault on our part may be subject to a restocking fee.
- Returns pursuant to Paragraph 1 shall be free of charge for IAI and are always subject to our express approval.
- The goods shall be returned completely, preferably in the original packaging, in any case in transport-safe packaging, including sturdy secondary packaging and a copy of the delivery note. Any damage and delays that are attributable to noncompliance with these requirements shall be borne by Customer.
- Returns pursuant to Paragraph 1 will only be accepted after a technical inspection at IAI’s premises. Damaged or already installed goods will not be taken back.
- Drawing-based custom parts or other special versions may not be returned pursuant to Paragraph 1.
13. Warranty claims
1. Subject to the regulations set forth in Section 15 of these Terms and Conditions, IAI provides warranty for material and legal defects, excluding any further claims, as follows:
a) All parts that turn out to be defective as a result of a circumstance occurred prior to transfer of risk shall, at IAI’s option, either be rectified free of charge or replaced by delivering goods free of defects. The deterioration of wear parts in the course of their use as intended shall not constitute a defect.
b) Apparent defects shall be reported to us in writing without delay, but no later than 8 days after receipt of the goods. Concealed defects shall be reported to IAI immediately after detection.
c) If the complaint is justified, we shall bear the direct costs of the spare part and the shipment.
d) Customer shall grant us sufficient time and opportunity for rectification or substitute delivery; otherwise, IAI shall not be liable for any resulting consequences. Only in urgent cases, where operational safety is at risk or great damage needs to be prevented, may Customer rectify the defect by himself or a via a third party with IAI’s prior consent and demand from us reimbursement of the necessary costs. This shall also apply in the event that we are in default with the rectification of the defect. If Customer or a third party rectifies the defect in an improper manner, IAI shall not be liable for any resulting consequences.
e) Customer shall be entitled to withdraw from the contract within the framework of the statutory provisions if IAI, taking account of the statutory exceptions, refuses subsequent performance, the subsequent performance fails or is unreasonable for Customer, or allows a reasonable deadline set for rectification or substitute delivery to expire fruitlessly on account of a material defect.
f) If the defect in only insignificant, Customer shall only be entitled to reduce the purchase price, also subject to IAI allowing a reasonable deadline set for rectification or substitute delivery to expire fruitlessly on account of a material defect. Otherwise, the right to reduce the purchase price shall be excluded.
2. Apart from that, we provide no warranty for any damage or loss resulting from:
a) Inappropriate and improper use or storage, incorrect assembly by Customer or third parties, unauthorised repair attempts and modifications, natural wear and tear, incorrect or negligent handling, chemical influences, electrical influences, etc. beyond our control
b) as well as use contrary to the intended purpose and noncompliance with our operating manuals and catalogue sheets, in particular as regards the operating conditions.
c) In addition, the warranty shall expire if Customer or a third party has made modifications to the controller without IAI’s prior written consent and without any other authorisation (delayed removal of fault on part of IAI), even if the fault occurs in a part that has not been modified, unless the modification has no effect whatsoever on the part not modified.
14. Impossibility, default
- Customer shall be entitled to withdraw from the contract if the entire performance becomes impossible for us prior to transfer of risk. Customer shall also be entitled to withdraw from the contract if an order for items of the same type has been placed and execution of part of the delivery becomes impossible and he has a legitimate interest in refusing part delivery. If this is not the case, Customer may reduce the purchase price accordingly.
- In the event of default in delivery on our part within the meaning of Section 5, Customer shall grant us a reasonable additional period. If we fail to deliver the goods within the additional period, Customer shall be entitled to withdraw from the contract within the framework of the statutory provisions. If default in acceptance occurs during the additional period by fault on part of Customer, he shall remain obliged to pay the purchase price. In this case, withdrawal shall be excluded.
- Outside the scope of application of the Product Liability Act, IAI shall only be liable for damage or loss within the framework of the statutory provisions in the event of intent or gross negligence.
- Liability for slight negligence as well as compensation for consequential damage and financial loss, lost savings, lost interests and damage arising from claims asserted against Customer by third parties shall be excluded.
- Within the scope of application of the Product Liability Act, IAI shall be liable for personal injury as well as damage or loss sustained by a consumer.
- In the event of noncompliance with or breach of other collateral contractual obligations, in particular the obligation to provide instructions for the operation and maintenance of the delivered item, any compensation for damage shall be excluded.
- The exclusion or limitation of liability pursuant to Paragraph 1 to 3 shall not apply in the event of breach of a material contractual obligation or injury to life, limb or health. In the event of slightly negligent breach of a material contractual obligation, the liability shall be limited to the foreseeable, typically occurring damage.
16. Period of limitation
All claims of Customer – no matter on what legal grounds – shall expire within 12 months from delivery or acceptance, in the case of damage that did not occur to the contractual item, from the emergence of the relevant injuring action and its knowledge or grossly negligent lack of knowledge on part of Customer. Mandatory statutory limitation periods as well as damage caused with intent shall be exempted herefrom.
Customer undertakes to keep strictly confidential any and all information, know-how and other business secrets in connection with the execution of the relevant order and not to disclose or otherwise make available to third parties any information, documents, documentations, drawings, drafts or other papers without obtaining IAI’s express consent. IAI also undertakes to keep confidential Customer’s documents.
18. Place of jurisdiction
Any disputes arising from the contractual relationship shall be settled before the competent court at our place of business in Königstein. However, we shall also be entitled to bring legal action at Customer’s place of business.
19. Applicable law
The contractual relationship between us and Customer shall be governed by the law of the Federal Republic of Germany, without giving effect to any bi- and/or multilateral agreements concerning the purchase of movable property, in particular the United Nations Convention on Contracts for the International Sale of Goods of 11/04/1980 (CISG).
20. Severability provision
Should any provision of these General Terms and Conditions of Sale and Delivery be found void or invalid, the validity of the remaining provisions shall not be affected. Any void or invalid provisions shall be replaced by valid regulations that embody as closely as possible the economic purpose pursued with the void or invalid provisions.