IGW Ingenieurgesellschaft Weferlingen mbH
Prototypes | Small Series | Construction
Terms & conditions
General Conditions of Business of the Ingenieurgesellschaft Weferlingen mbH
§ 1 General
1. Only our Conditions of Business apply. Contradictory or deviating conditions of the Ordering Party shall not become a part of the contract unless we have expressly agreed to them in writing. Our Conditions of Business shall also apply if we supply the Ordering Party without reservation while having knowledge of contradictory or deviating conditions of the Ordering Party.
2. All agreements made between us and the Ordering Party for the purpose of agreeing a contract must be recorded in writing.
3. The Conditions of Business apply to all services offered by us, both for CAD construction and other technical development services and for the manufacture and sale of prototype parts.
§ 2 Contractual Offer
1. If the order is to be qualified as an offer in accordance with § 145 BGB (German Civil Code), we can accept this within four weeks.
2. We reserve proprietary, copyright and other commercial protection rights on illustrations, drawings, calculations and other documents. They may not be made available to third parties without our express written permission.
§ 3 Prices
1. Unless otherwise stated in the order confirmation, our prices are quoted in euros, net and ex-works excluding packaging. This shall be invoiced separately.
2. The mandatory value-added tax is not included in our prices. It shall be separately itemised on the invoice at the rate valid on the day of invoice issue.
3. The agreed prices only apply for the one specific order and are not binding for subsequent orders unless otherwise stated in the order confirmation.
4. The deduction of an early settlement discount requires specific written agreement.
§ 4 Payment Terms
1. Unless otherwise stated in the order confirmation, the purchase price is due within 14 days of the invoice date and payable net (without deduction).
2. If the Ordering Party comes into payment arrears, we shall be entitled to demand arrears interest at an annual rate of 4% over the currently valid discount rate of the European Central Bank. We reserve the right to claim higher damages for delay.
3. The right to offset is only permissible for the Ordering Party if his counterclaims are legally effective, undisputed or recognised by us. Additionally, he is only permitted to exercise withholding rights in so far that his counterclaim is based on the same contractual relationship.
§ 5 Delivery Time
1. Performance and delivery deadlines are only binding for us when we have confirmed them as such in writing. They are adhered to when we report readiness to dispatch on the agreed date. The clarification of all unresolved technical queries is a prerequisite for the beginning of the delivery time stated by us.
2. We are only liable for delay and non-performance damages up to the value of the order unless the damage is due to intention or gross negligence on our part or the part of persons acting on our behalf for the fulfilment of the order.
3. If the delivery is delayed due to events which are unavoidable or which were not foreseeable at the time of contract conclusion (e.g. disruptions in operations, breakdown of IT systems etc.), the delivery period shall be extended appropriately, however by a maximum of two months. If the delivery becomes impossible at no fault of ours due to these events, we shall be relieved of the obligation of performance.
4. If the Ordering party sets an appropriate delivery time extension under penalty of refusal to accept performance after our delivery is already delayed, he is entitled to withdraw from the contract following the fruitless expiry of this extension. The Ordering Party is only entitled to claims for damage compensation due to non-performance to the amount of the foreseeable damage when the delay was due to intention or gross negligence.
5. If a fixed commercial agreement was made, the Ordering Party can withdraw from the contract without setting a time extension in the case of non-conformance to the delivery deadline. He can also claim frustration of contract (through the loss of his interest in the fulfilment of the contract) in the case of a delay due to our fault.
6. The timely and proper fulfilment of the obligations of the Ordering Party is a prerequisite for the adherence to our delivery obligations. If the Ordering Party delays acceptance or breaches other cooperation obligations, we shall be entitled to demand compensation of damages arising for us, including any additional costs. In this case, the risk of possible destruction or deterioration to the purchase item transfers to the Ordering Party through his delay in acceptance.
§ 6 Transfer of Risk
1. Unless otherwise stated in the order confirmation, delivery is agreed as ex-works. On leaving the works or on dispatch of the data, the risk of possible destruction or deterioration to the purchase item transfers to the Ordering Party. If the dispatch is delayed for reasons beyond our control, the transfer of risk takes place on communication of the readiness for shipment.
2. On the Ordering Party?s request, transport insurance can be taken out. The costs arising shall be carried by the Ordering Party.
§ 7 Guarantee for Shortcomings
1. It is prerequisite for the Ordering Party?s guarantee rights that he has properly fulfilled his inspection and reprimand responsibilities as required by §§ 377, 378 HGB (German Commercial Code). This does not only apply for prototype parts, but also for data sets and other products and services offered by us.
2. Prototypes made from plastic do not hold their dimensions over lengthy periods of time for technical reasons. The prototype parts can change their dimensions, shape and firmness within 12 weeks following manufacture, depending on the material used. Storage under inappropriate conditions can cause this to occur earlier. We cannot accept liability for the behaviour of prototype parts under the chemical or physical influence beyond the normal range. Prototype parts supplied by us are exclusively intended and suitable for trial and analysis purposes. The Ordering Party/User must take into account this trial part character during their intended use in order to avoid accidental and subsequent damage.
3. The Ordering Party is obliged to notify us of any shortcomings within five days following handover.
4. If there is a shortcoming in the purchase item for which we are answerable, we are obliged to choose to either eliminate the shortcoming or replace the item. In the case of the elimination of the shortcoming, we are obliged to carry all costs required to eliminate the shortcoming, particularly transport, carriage, labour and material costs in so far as these do not increase through the fact that the purchase item was brought to a different place than the place of fulfilment.
5. In the case of a failure in subsequent fulfilment, the Ordering Party is entitled to choose to withdraw from the contract or to demand a corresponding reduction of the purchase price.
6. Unless otherwise stated in the following, further-reaching claims of the Ordering Party are excluded, regardless of which legal reasons they are based on. We are therefore not liable for damages arising to items other than the delivered item. In particular, we accept no liability for lost earnings or other financial loss to the Ordering Party.
7. The above liability exemption does not apply if the cause of the damage is due to intention or gross negligence. Furthermore, it does not apply if the Ordering Party claims damage compensation due to an agreed but missing feature due to non-fulfilment in accordance with §§ 463, 480 II BGB.
8. If we negligently infringe upon a contractual obligation, our liability is limited to the foreseeable damage. If claims are based on product liability law, our compensation obligation is limited to the performance of our company liability insurance.
9. All guarantee claims are void as soon as the Ordering Party uses an article improperly or attempts to remedy a shortcoming without our written agreement, unless the improper use or the arbitrary repair has no influence on the claimed shortcoming and does not impede its elimination.
10. The guarantee period is 6 months starting from the transfer of risk. This period is a limitation period and also applies for compensation claims for damages resulting from shortcomings, provided no claims are made based on forbidden handling.
11. The Ordering Party is solely responsible for the correctness of specifications and data provided to us for the execution of the order and on whose basis the order is processed. We do not accept liability for damage resulting from errors which arise due to erroneous specifications and data. We are not obliged to check these specifications.
12. Services performed and goods delivered must also be accepted when they display shortcomings which are negligible for usage. Insignificant changes in the product or service with regard to construction, shape and design are to be accepted by the Ordering Party provided they do not exceed that which is reasonable or if they are due to common quantity or quality tolerances. Appropriate partial deliveries or partial performances and also common or reasonable deviations from the order are to be accepted.
§ 8 Overall Liability
1. A further-reaching liability for damage compensation than provided for in § 7 of our General Conditions of Business is excluded regardless of the legal nature of the claim asserted.
2. The regulation according to § 8 Sec. 1 does not apply for claims from §§ 1, 4 of the product liability law. The same applies for initial incapacity or impossibility due to fault.
3. Provided our liability is excluded or limited, this shall also apply for the personal liability of our personnel, employees, co-workers, representatives and persons acting on our behalf for the fulfilment of the order.
4. The limitation of the claims from manufacturers? liability in accordance with § 823 BGB is oriented ?regardless of whom these claims are made against ? to § 7 Sec. 9 of our General Conditions of Business.
§ 9 Security of Reserved Property Rights
1. We reserve property rights on all product supplied by us until receipt of all payments arising from the business relationship with the Ordering Party. In the case of the Ordering Party behaving contrary to the contract, particularly in the case of payment arrears, we are entitled to take back the goods. Our taking back of the purchase item does not represent a withdrawal from the contract unless we have expressly declared this in writing. Our garnishment of the purchase item always represents a withdrawal from the contract. We are entitled to dispose of the purchase item after taking it back. The earnings from the disposal shall be calculated against the Ordering Party?s payables, with deduction of the corresponding disposal costs.
The Ordering Party is obliged to insure our property against damage through fire, water and theft. The insurance claims are to be assigned to us.
2. In the case of garnishment or other interventions of third parties, the Ordering Party must inform us immediately so that we can take legal action according to § 771 ZPO (German Code of Civil Procedure).
Should the third party not be in a position to refund us the judicial and extrajudicial costs of such legal action, the Ordering Party shall be liable for the arising loss.
3. The Ordering Party is entitled to resell the purchase item in the normal run of business. However, he assigns to us now all receivables to the amount of the final invoice total including value-added tax which arise from the resale to his buyer or third party irrespective of whether the purchase item has been sold without or after processing. The Ordering Party is also authorised to collect these receivables after the assignment. Our permission to collect the receivables ourselves is not affected by this. We do, however, oblige ourselves not to collect the receivables as long as the Ordering Party adheres to his payment obligations from the received earnings, is not in payment arrears and, particularly, no application for the opening of bankruptcy and settlement proceedings has been submitted, or a payment stop is implemented. However, if this is the case we can demand that the Ordering Party informs us of the assigned receivables and their debtors, gives us all information necessary for collection and hands over the corresponding documents.
4. The processing or reshaping of the purchase item by the Ordering Party is always carried out for us. If the purchase item is processed with other objects not belonging to us, we acquire the joint ownership of the new item in the relationship of the value of the purchase item to the other processed objects at the time of the processing. In general, the same applies for the item arising from the processing as for the purchase item delivered under reservation of rights.
§ 10 Place of Jurisdiction and Place of Fulfilment
1. German law applies for all orders placed with us. The UN purchase law (CISG) shall have no application.
2. The place of jurisdiction is exclusively Haldensleben. We are, however, entitled to take legal action against the Ordering Party at his place of residence.
3. Unless otherwise stated in the order confirmation, the place of fulfilment is Weferlingen.
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