General terms and conditions
Terms and conditions of sales and deliveries of Ingeschaft GmbH.
Unless otherwise agreed in writing, the following terms and conditions for sale and delivery shall apply to all services and deliveries from Ingeschaft GmbH.
All conditions made by the buyer (hereinafter “Buyer”) which are against these terms of sale (even if Ingeschaft GmbH fails to object against said conditions) mustn't prejudice to Ingeschaft GmbH and are not obligate for Ingeschaft GmbH.
1. Orders. No final agreement of sale and delivery between Ingeschaft GmbH and Buyer exists until Ingeschaft GmbH has confirmed in writing Buyer’s written or oral purchase orders (orders via e-mail are accepted). If any discrepancies occur in the order confirmation, Buyer shall notify Ingeschaft GmbH immediately. Otherwise, the order confirmation is legally binding on Buyer.
Purchase orders confirmed by Ingeschaft GmbH cannot be cancelled or altered without prior written consent of Ingeschaft GmbH. Buyer shall hold Ingeschaft GmbH harmless for any loss in connection with any cancellation or alteration of orders.
2. Delivery/Passing of Risk. Delivery shall take place CIP (Incoterms 2010). Delivery takes place according to agreed time of delivery. Ingeschaft GmbH shall incur no liability for any damages as a consequence of delays in delivery.
3. Prices. All prices are quoted Ex Works, CIP or CPT (Incoterms 2010) exclusive of duties, VAT and any import taxes. Ingeschaft GmbH is entitled to make price changes on confirmed orders due to (including but not limited to) exchange fluctuations or costs resulting from intervention by governments, international organizations etc. beyond the control of Ingeschaft GmbH, if payment not been received still.
4. Payment. All payment shall be received in advance prior shipping. Sometimes part of payment must be asked at the time of ordering, if it is necessary for producing the goods
5. Complaints. Immediately on delivery, Buyer shall examine whether the goods are in accordance with the agreed specifications. Any complaints shall be made immediately or as soon as Buyer should have realized the defect.
6. Liability. Ingeschaft GmbH shall only be liable for defects in delivered goods/damage to property until the expiry of the good’s shelf life and maximum for a period of 1 year after delivery of the goods to Buyer. If delivered goods are defective, Buyer is only entitled to demand faultless goods in replacement. Ingeschaft GmbH shall not be liable for consequential loss, loss of earnings or any other indirect losses unless the claim is caused by gross negligence or willful misconduct of Ingeschaft GmbH. Ingeschaft GmbH shall not be liable for the consequences of incorrect storage or treatment or treatment that is not as prescribed, use for experiments or use in any other abnormal connection. Buyer fully accepts that, cf. this section, Ingeschaft GmbH’s responsibility does not include technical assistance, nor in connection with the sale of products or development tasks carried out by Ingeschaft GmbH. This also applies to products sold during the test phase.
Buyer shall indemnify and hold Ingeschaft GmbH harmless for any third-party damage claim, which goes beyond this Agreement. Should any third party raise a claim against one of the parties for damages pursuant to this article, the party against which the claim has been made shall inform the other party immediately of the claim. The above limitations are only applicable to the extent allowed by law.
7. Force Majeure. Ingeschaft GmbH shall not be liable for any non-performance if Ingeschaft GmbH can document that non-performance is due to circumstances beyond Ingeschaft GmbH’s control and that Ingeschaft GmbH cannot reasonably be expected to have taken these obstacles into consideration or have prevented the consequences thereof. Such events comprehend, but are not limited to, labor disputes, explosions, fire, natural disasters, government intervention and restrictions from foreign authorities, defective or delayed deliveries from sub-suppliers and theft.
Ingeschaft GmbH shall notify the customer in writing of the cause of force majeure and the expected duration of the event.
8. Secrecy. Buyer shall keep strictly secret and not disclose to any third-party confidential information received during the purchase from Ingeschaft GmbH nor make use of this information to Buyer's own advantage.
9. Assignment. Ingeschaft GmbH may assign the rights and obligations hereunder to a present or future company belonging to the group of companies of which Ingeschaft GmbH is a part.
10. Disputes. Any disputes between Ingeschaft GmbH and Buyer which are couldn't be settled during negotiations, shall be settled according to German law and referred to the exclusive jurisdiction of a competent court in Berlin, Germany.
Updated 12.08.2019