General Terms and Conditions of Delivery and Service of IMB Energy Systems GmbH download here.
1. All deliveries and services of IMB Energy Systems GmbH shall be based
are based exclusively on these general terms and conditions. General terms and conditions of the
customer – both deviating and supplementary – shall only bind IMB Energy Systems
Energy Systems GmbH only if they are expressly recognized by IMB Energy Systems
GmbH expressly and in writing. Even through order acceptance and
execution of the order, the customer’s general terms and conditions shall not
part of the contract.
2. These general terms and conditions shall also apply to all future deliveries by
IMB Energy Systems GmbH, even if they are not referred to again at a later date.
referred to again. General terms and conditions of the purchaser shall not apply, even if IMB
Energy Systems GmbH does not expressly object to them later.
3 IMB Energy Systems GmbH reserves the right to cost estimates, files,
samples, plans, drawings, programs, models, (technical) documentation and similar information
and similar information of a physical and non-physical nature – also in electronic form – all property rights, industrial property rights and copyrights. Neither originals, reproductions or copies may be handed over to third parties or made accessible
made accessible to third parties in any other w
1. Agreed delivery periods shall commence on the date of final technical and
technical and commercial clarity of the order. Order clarity exists
when all details required for the proper processing of the delivery have been
details required for the proper execution of the delivery have been finally clarified.
2. agreed delivery periods shall also only commence when all documents and information to be
documents and information, approvals and releases to be procured by the customer
and agreed advance payments have been received or letters of credit have been confirmed.
3. Compliance with the delivery period is subject to the reservation of correct and timely delivery by
correct and timely self-delivery, insofar as the incorrect or omitted self-delivery
is not the responsibility of IMB Energy Systems Gm
4. Delivery periods whose commencement is postponed by the client shall be extended
at the same time by a reasonable restart time.
5. interruptions to operations and other disruptions to business operations as a result of force majeure, fire damage, flooding or other natural disasters, strikes and other similar unforeseeable events shall suspend the deadline to be met by IMB Energy Systems GmbH for the duration of the disruption, insofar as IMB Energy Systems GmbH is not responsible for them.
responsible. IMB Energy Systems GmbH shall then have a
reasonable restart time. IMB Energy Systems GmbH shall inform the customer of the duration of this period as soon as possible. Further rights to which IMB Energy Systems GmbH is entitled in the event of business interruptions or force majeure shall remain unaffected. In these cases, the customer shall be entitled to withdraw from the contract if he
delivery in writing and IMB Energy Systems GmbH does not deliver to the customer within a reasonable grace period to be set.
6. if the customer has important reasons for postponing the delivery date, he must inform IMB Energy Systems GmbH of this in good time. The new delivery date shall be determined by mutual agreement between the contracting parties. The customer’s wishes and IMB Energy Systems GmbH’s existing workload due to other projects shall be taken into account appropriately. The customer shall grant IMB Energy Systems GmbH a reasonable restart time.
7. if the goods have to be stored for reasons for which the customer is responsible, the customer shall bear the risk and costs of storage. If the goods are stored at IMB Energy Systems GmbH, a one-off charge of 2% of the price of the goods value of the delivery item without assembly and 0.3% of this price per month or part thereof will be charged as storage rent. If the goods are stored in an external warehouse, the costs shall be determined and charged on a case-by-case basis. This obligation to bear the costs shall not apply if the customer proves that a lower loss or no loss at all has been incurred. Further claims to which IMB Energy Systems GmbH is entitled remain unaffected. If the storage takes place at the customer’s premises, the customer shall bear the risk and the costs – proven by IMB Energy Systems GmbH – for the necessary work and (transportation) journeys. In this case, the customer is obliged to use a storage room that is dry, heatable, lockable and at ground level.
1. Unless otherwise agreed, the prices shall apply ex works including loading at the
loading at the factory, but excluding packaging. The prices are subject to
VAT at the respective statutory rate shall be added to the prices.
2. The right to withhold payments or to offset them against counterclaims, only to the extent that the customer’s counterclaims are undisputed or have been
have been legally established.
1. If IMB Energy Systems GmbH is to deliver to the construction site, the customer is obliged to create the following conditions for a proper and risk-free delivery:
a) the unloading point must be easily accessible by truck,
b) the transportation routes (in particular access roads and aisles) must permit transportation by road trains and other means of transport; the transportation of transportation of heavy loads and bulky goods without hindrance.
2. The customer must ensure that sufficient personnel are available to receive the goods properly and unload them professionally.
3. The room in which the assembly takes place must be ready for assembly. This includes that it is swept clean and heated and that electrical power (light and power connection) is available.
4. IMB Energy Systems GmbH shall be provided with a lockable room free of charge for the period up to the end of installation.
IMB Energy Systems GmbH shall be provided free of charge with a lockable room for temporary storage in the immediate vicinity of the installation site.
5. Unless otherwise agreed, the risk shall pass to the first transport company upon handover of the delivery items. If shipment is agreed, this shall be at the expense and risk of the customer, unless otherwise agreed.
6. In the case of transportation by employees of IMB Energy Systems GmbH, the risk shall pass at the start of transportation outside the premises of IMB Energy Systems GmbH.
7. The customer must immediately and appropriately check whether the
delivery item has the contractually agreed quality. 8.
8. The customer must report any transport damage to IMB Energy Systems GmbH immediately.
9. if an obligation to deliver has been agreed, the customer must check the delivery item for damage immediately upon receipt. If the customer discovers damage to the delivery item after unpacking, he must immediately complain to the transport company and have the facts recorded.
have the facts recorded. The facts must be recorded even if the
even if the packaging is undamaged and the damage was only discovered after unpacking. In the event of damage, the customer is obliged to send IMB Energy Systems GmbH the statement of facts and the existing transport documents. After receipt of these documents by IMB Energy Systems GmbH, the customer shall receive a replacement within a reasonable period of time. The customer shall not incur any costs.
All deliveries shall only be made on the basis of the retention of title described in more detail below:
1. IMB Energy Systems GmbH reserves the right of ownership of the
delivery items until the purchase price has been paid in full.
2. The customer is obliged to treat the reserved goods with care.
In particular, the customer is obliged to adequately insure the reserved goods at his own expense against theft, breakage, fire and water damage at replacement value.
3. If maintenance or servicing work has to be carried out or maintenance work has to be carried out, the customer must carry this out or have it
or have it carried out professionally at his own expense.
4. In the event of behavior contrary to the contract, in particular default of payment, IMB Energy Systems GmbH is entitled to take back the delivery item after a reminder and the customer is obliged to surrender it.
5. The customer may neither pledge the delivery item nor assign it as security as long as the retention of title exists.
6. As long as ownership has not yet been transferred, the customer must inform IMB Energy Systems GmbH immediately in writing if the delivered item is seized. This duty to inform also applies if the reserved goods are subject to other interventions by third parties. Insofar as the third party is not
If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer shall be liable for the loss incurred by IMB Energy Systems GmbH.
7. The customer is entitled to resell the reserved goods in the ordinary course of business. The customer hereby assigns to IMB Energy Systems GmbH all claims against the purchaser arising from the resale of the reserved goods. This assignment shall apply irrespective of whether the
The customer shall be authorized to process the goods.
8. The customer is authorized to treat and process the reserved goods and to
resale of the new item in the ordinary course of business. The treatment and processing or transformation of the reserved goods by the customer shall always be carried out in the name and for the account of IMB Energy Systems GmbH. In this case, the customer’s expectant right to the object of sale shall continue in the transformed object.
9. If the purchased item is processed with other items not belonging to IMB Energy Systems GmbH
Energy Systems GmbH, IMB Energy Systems GmbH shall acquire co-ownership of the new item in the ratio of the objective value of the purchased item to the other processed items at the time of processing. If the seller acquires ownership or a co-ownership share in the new item, IMB Energy Systems GmbH transfers its ownership or co-ownership share in the new item to the customer.
co-ownership share in the new item subject to the condition precedent of full payment of the purchase price. IMB Energy Systems GmbH hereby accepts this transfer of ownership.
10. If the reserved goods are combined or mixed with other items of the customer and the customer’s item is to be regarded as the main item, the customer shall transfer a co-ownership share in the main item corresponding to the value of the reserved goods to IMB Energy Systems GmbH under the condition precedent of full payment of the purchase price.
11. If the customer sells the new item (within the meaning of No. 7) or the item created by combining or mixing (within the meaning of No. 8), the customer hereby assigns to IMB Energy Systems GmbH the claim to which he is entitled against the purchaser of this item to secure the purchase price claim. In the event that IMB Energy Systems GmbH has acquired a co-ownership share in these items, the customer shall assign the claim to IMB Energy Systems GmbH in proportion to the value of the co-ownership share. IMB Energy Systems GmbH hereby accepts this assignment.
12. IMB Energy Systems GmbH authorizes the customer to collect the claims assigned to IMB Energy Systems GmbH in its own name and for the account of IMB Energy Systems GmbH. If the customer does not properly meet his payment obligations, IMB Energy Systems GmbH is entitled to revoke the direct debit authorization and to assert the claims itself. If IMB Energy Systems GmbH revokes the direct debit authorization, the customer is obliged to inform the debtors of the assignment.
13. The retention of title also extends to the other claims of IMB Energy Systems GmbH against the customer existing at the time of conclusion of the contract.
14. IMB Energy Systems GmbH undertakes to release the securities to which it is
securities to which it is entitled at the customer’s request, insofar as their value exceeds the claims to be secured by more than 10%
1. If IMB Energy Systems GmbH is not notified immediately, at the latest within 12 calendar days after delivery, of the material defects that can be detected during a proper inspection of the delivery item (within the meaning of §4. No. 1), the goods shall be deemed to have been approved.
2. In the event of material defects, IMB Energy Systems GmbH has the choice of either
to repair the goods free of charge or to replace them free of charge.
(3) Replaced items shall become the property of IMB Energy Systems GmbH and shall be returned to IMB Energy Systems GmbH.
4. No claims for material defects shall exist in the following cases
a) unsuitable or improper use or application,
b) faulty assembly, commissioning, maintenance or servicing or improper repairs by the customer or third parties,
c) incorrect or negligent handling by the customer or third parties,
d) chemical, electrochemical or electrical influences, other damaging environmental influences – insofar as IMB Energy Systems GmbH is not responsible in each case.
5. Information in catalogs, general product information or in advertising shall only constitute a material defect if express reference is made to it in the contract.
6. If the customer justifiably withdraws from the purchase contract due to a material defect or justifiably reduces the purchase price due to a material defect, his claim for restitution of the purchase price shall lapse – five years after delivery if the delivery item consists of a building or an item that has been used for a building in accordance with the usual type of use and has caused its defectiveness, – otherwise two years after delivery.
7. Claims for defects do not exist in the case of natural wear and tear. Wear parts are e.g. capacitors, contactors and fans.
8. IMB Energy Systems GmbH shall only be liable for breaches of duty
a) in the event of intent,
b) in the event of gross negligence on the part of IMB Energy Systems GmbH, its
organs or executive employees,
c) in the event of culpable injury to life, limb or health,
d) in the event of claims under the Product Liability Act (ProdHaftG),
e) in the event of defects which IMB Energy Systems GmbH has fraudulently concealed
or the absence of which
IMB Energy Systems GmbH has guaranteed, and
f) as far as essential contractual obligations within the meaning of § No. 11 are concerned.
9. In the case of damage to property and financial loss caused by normal negligence, liability shall be limited to the damage foreseeable at the time the contract was concluded and typical of the contract.
damage typical for the contract.
10. Further claims are excluded.
11. A material contractual obligation is one,
a) the fulfillment of which makes the proper execution of the contract
contract in the first place and on the fulfillment of which the contractual partner
regularly relies on and may rely on, or
b) the non-fulfillment of which results in such a disadvantage for the other party that it essentially misses out on what it should have
unless the party in breach of contract did not foresee this consequence and a reasonable person of the same kind would not have foreseen this consequence under the same circumstances.
1. To the best of our knowledge and belief, the delivery shall be free of industrial property rights or copyrights of third parties (hereinafter “property rights”) in the country of the place of delivery. If a third party raises justified claims against the customer due to the infringement of property rights by goods delivered by us and used in accordance with the contract, IMB Energy Systems GmbH shall be liable to the customer as follows:
IMB Energy Systems GmbH shall, at its own discretion and at its own expense, either obtain a right of use for the delivery in question, modify it in such a way that the property right is not infringed or replace the delivery with defect-free goods. If this is not possible for IMB Energy Systems GmbH under reasonable conditions, the customer shall be entitled to the statutory rights of withdrawal or reduction. The obligation to pay damages is governed by the law with the liability limits regulated in Section VII.
2. The aforementioned obligations of the supplier are conclusive, subject to the case of infringement of property rights or copyrights. They shall only apply if
a) the customer informs IMB Energy Systems GmbH immediately of any infringement of industrial property rights or copyrights asserted by third parties,
b) the customer supports IMB Energy Systems GmbH to a reasonable extent in the defense against the asserted claims or IMB
Energy Systems GmbH to carry out the modification measures,
c) IMB Energy Systems GmbH reserves the right to take all defensive measures, including out-of-court settlements,
d) the defect of title is not based on an instruction from the customer,
e) the defect of title is not based on other information provided by the customer to IMB Energy Systems GmbH,
f) the infringement of rights was not caused by the fact that the customer modified the delivery item without authorization or used it in a manner not
used in a manner not in accordance with the contract.
1. The law of the Federal Republic of Germany shall apply exclusively to all legal relationships between IMB Energy Systems GmbH and the customer, excluding the UN Convention on Contracts for the International Sale of Goods.
2. If the customer is a merchant, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Nuremberg. However, IMB Energy Systems GmbH shall also be entitled to take legal action at the customer’s registered office.
3. Should individual provisions of this contract violate mandatory law in whole or in part or be void or ineffective for other reasons, the validity of the remaining provisions shall remain unaffected.
