AGB

Terms and Conditions of Sale and Delivery

Section 1 – General Provisions and Scope

1. Our terms and conditions of sale apply exclusively; we do not recognize any terms and conditions of the purchaser that conflict with or deviate from our terms and conditions of sale unless we have expressly agreed to their validity in writing. Our terms and conditions of sale shall also apply if we execute the delivery to the purchaser unconditionally despite being aware of terms and conditions of the purchaser that conflict with or deviate from our terms and conditions of sale.

2. All agreements made between us and the purchaser for the purpose of executing this contract are documented in writing in this contract.

Section 2 – Offer and Offer Documents

1. If the order qualifies as an offer pursuant to Section 145 of the German Civil Code (BGB), we may accept it within two weeks.

2. We retain ownership and copyright to all illustrations, drawings, calculations, and other documents. This also applies to written documents designated as "confidential." The purchaser requires our express written consent before disclosing such documents to third parties.

Section 3 – Prices and Payment Terms

1. Unless otherwise specified in the order confirmation, our prices apply "ex works," excluding shipping and packaging, which will be invoiced separately.

2. The statutory value-added tax (VAT) is not included in our prices; it will be separately stated in the invoice at the statutory rate applicable on the invoice date.

3. Any discount deductions require a separate written agreement. A 2% discount may be granted upon explicit agreement. No discount applies for advance payments.

4. Payment is due in full upon delivery or acceptance. The purchaser shall be in default one day after the due date without the need for further notice if payment has not been made. In the event of defects, the purchaser is not entitled to retain payment unless the delivery is evidently defective, or the purchaser is clearly entitled to refuse acceptance of the goods. In such cases, the retention amount must be proportionate to the defects and the expected costs of rectification. The purchaser may not assert claims or rights due to defects if they have not made due payments, and the outstanding amount is reasonably proportional to the value of the defective delivery or service. In case of default in payment, we are entitled to charge default interest at a rate of nine percentage points above the base interest rate (Section 247 BGB), accruing at the beginning of each month. We reserve the right to prove that higher damages have been incurred.

5. The purchaser is entitled to set-off rights only if their counterclaims have been legally established, are undisputed, or acknowledged by us. Additionally, the purchaser may exercise a right of retention only to the extent that their counterclaim arises from the same contractual relationship.

6. Returns must be accepted by the seller. In the event of a return, a restocking fee of 30% will be charged.

Section 4 – Delivery Time

1. The commencement of the delivery period stated by us is subject to the resolution of all technical questions.

2. Fulfillment of our delivery obligation is further contingent upon the timely and proper fulfillment of the purchaser's obligations. The defense of non-performance of the contract remains reserved.

3. If the purchaser is in default of acceptance or culpably breaches other cooperation obligations, we are entitled to claim damages, including any additional expenses incurred. Further claims remain reserved.

4. If the conditions of paragraph 3 are met, the risk of accidental loss or deterioration of the purchased item passes to the purchaser at the moment they default in acceptance or debtor’s delay.

5. We are liable according to statutory provisions if the underlying purchase agreement constitutes a fixed-date transaction pursuant to Section 286 (2) No. 4 BGB or Section 376 of the German Commercial Code (HGB). We are also liable according to statutory provisions if the purchaser is entitled to claim that their interest in further contract performance has ceased due to a delay attributable to us.

6. We are further liable according to statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract on our part; the fault of our representatives or vicarious agents is attributable to us. If the delivery delay does not result from an intentional breach of contract attributable to us, our liability for damages is limited to foreseeable, typically occurring damages.

7. We are also liable according to statutory provisions if the delay in delivery is based on the culpable breach of an essential contractual obligation; however, liability for damages is limited to foreseeable, typically occurring damages.

8. Otherwise, we are liable in the event of a delay in delivery for each full week of delay as part of a lump-sum compensation for delay of 1% of the delivery value, but not exceeding 5% of the delivery value in total.

9. Further statutory claims and rights of the purchaser remain unaffected.

Section 5 – Transfer of Risk and Packaging Costs

1. Unless otherwise stated in the order confirmation, delivery is agreed to be "ex works."

2. Transport and other packaging according to the Packaging Ordinance will not be taken back. The purchaser is obligated to dispose of the packaging at their own expense.

3. If the purchaser requests, we will arrange transport insurance for the delivery at the purchaser's expense.

Section 6 – Liability for Defects

1. Claims for defects by the purchaser require that they have properly fulfilled their obligations to inspect and notify defects as required by Section 377 HGB.

2. Our statements regarding the purchased goods (e.g., descriptions of performance, references to DIN standards, etc.) do not constitute a guarantee unless expressly stated in writing.

3. Claims for defects do not exist in cases of minor deviations from the agreed quality or minor impairments of usability.

4. If a defect exists, the purchaser is entitled, at their discretion, to subsequent performance in the form of defect rectification or delivery of a new defect-free item. However, we are not obliged to deliver a new item. If rectification fails, the purchaser is entitled to withdraw from the contract or demand a price reduction.

5. The purchaser is obligated to verify the suitability of the goods before use. We are only liable for the delivered goods or services themselves, not for consequential damages resulting from defects.

6. The limitation period for defect claims is 12 months from the transfer of risk.

Section 7 – Retention of Title

1. We retain ownership of the purchased item until full payment of all claims from the business relationship.

2. The purchaser must handle the purchased item with care and adequately insure it.

3. The purchaser is entitled to resell the purchased item in the ordinary course of business but assigns all claims from the resale to us as security.

Section 8 – Jurisdiction and Applicable Law

1.If the purchaser is a merchant, our registered office is the place of jurisdiction. However, we are entitled to sue the purchaser at their place of business.

2.The law of the Federal Republic of Germany applies; the application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

3.Unless otherwise stated in the order confirmation, our registered office is the place of performance.

AGBs – IST Pumpen und Dosiertechnik GmbH – Version 01/2025