GTC - General terms and conditions of business

I. General

Deliveries, services and offers of the company idm Industrieservice & Drucklufttechnik Magdeburg GmbH shall be governed exclusively by these General Terms and Conditions of Business (GTCs). Any divergent terms of the contractual partner shall not be binding upon idm GmbH unless specifically accepted in writing by the latter. The same shall also apply to follow-up contracts, irrespective of whether or not explicit reference is made to these conditions when agreeing the terms of the individual follow-up transaction.
The customer shall be deemed to have accepted these General Terms and Conditions of Business upon the placement of an order, but no later than upon the acceptance of services.

II. Offers

Documents associated with an offer, including illustrations, drawings, and statements of weights and dimensions, are approximations unless they are specifically described as binding. idm GmbH shall only consider any customised offers and specially provided services as binding for a maximum of four weeks.

III. Order confirmation and validity

Orders for immediate fulfilment shall not be confirmed separately provided the terms stipulated in the purchase order regarding price, fulfilment period and other requirements are accepted by idm GmbH.
In the case of blanket orders or call orders with no detailed delivery schedule, the confirmed prices and other terms shall be valid for a maximum of one year.

IV. Prices and payment

Depending on its requirements, the customer shall receive from idm GmbH either a price quotation appended to the contract and/or notification of the hourly rates applicable at the time the contract was concluded.
In the event of an increase in labour, material or other costs, idm GmbH shall be entitled to increase its prices accordingly. Invoices must be paid in full within fourteen days of invoicing. In the event of late payment, default interest calculated at 2 % above the respective base rate shall be payable. idm GmbH reserves the right to assert additional claims. Default interest may be set at a higher or lower rate if idm GmbH furnishes proof that it has incurred higher costs or the contractual partner that idm GmbH has incurred lower costs respectively. The minimum level of interest specified in Arts. 352 and 353 of the German Commercial Code (HGB) shall be charged to traders with effect from the due date. Offsetting against any claims against idm GmbH shall not be permitted. The cost of any reminders, collection agencies, and resulting court and legal assistance costs, shall be borne by the debtor. idm GmbH is entitled to prepare interim invoices for payment by instalments in the event of orders extending over a longer term; these shall be subject to the normal terms of payment.

V. Delivery

The scope of delivery shall be that specified in the written order confirmation from idm GmbH or – in the event of immediate delivery where the terms are uncontested – in the purchase order. Subsidiary agreements must be confirmed separately in writing. If delivery deadlines can be agreed, they must be confirmed in writing. The delivery period shall commence once the order confirmation is dispatched, but not before the contractual partner has, for its part, supplied any documents, permits, clearance paperwork or advance payments which have been agreed. The delivery period shall be deemed to have been observed if the delivery item has left the depot or notification has been given that it is ready for dispatch by the relevant date. idm GmbH shall not be held responsible for delays to deliveries or services resulting from force majeure or events which make it substantially more difficult or even impossible for idm GmbH to provide its services, to include breakdowns, official directives and similar developments. This shall apply even if delivery periods and deadlines are subject to a binding agreement. In such circumstances, idm GmbH shall be entitled to withdraw from the contract either in whole or in part with respect to the unfulfilled element of the contract. Delivery items are dispatched at the risk and expense of the contractual partner. Risk shall be transferred to the contractual partner as soon as the delivery item leaves the depot; this shall apply even if partial deliveries are made or idm GmbH has agreed to provide additional services, such as meeting the costs of shipping, or carriage and installation. If delivery or dispatch is delayed for reasons for which the customer is responsible, then risk shall be transferred to the latter once notification is given that the delivery item is ready for dispatch.

VI. Retention of title

All goods supplied and services performed shall remain the property of idm GmbH until such time as complete payment has been made of all outstanding debts. For open accounts, the reserved property shall constitute security for balances due to idm GmbH. The contractual partner shall only be entitled and empowered to resell the reserved goods on the basis of a sales, service or similar contract or a contract for labour and materials if the claim arising from the resale is assigned to idm GmbH. If the goods of idm GmbH are mixed with others or reprocessed, then the property claims shall be substituted by the invoice value of the corresponding proportion of the manufactured goods owned by idm GmbH. Enforcement of the retention of title or seizure of the delivery item by idm GmbH shall not constitute withdrawal from the contract.

VII. Warranty and liability

The contractual partner must make written notification of any defects in the delivered goods. In commercial business transactions, the goods must be inspected immediately upon arrival for defects, characteristics and guaranteed qualities. Defects which can be identified during this inspection must be reported in writing to idm GmbH within one week. If the complaint is filed by the deadline and found to be justified, then idm GmbH shall – at its own discretion – opt either to repair or replace the goods. This shall apply to all defects which are identified within six months of first use, which arise from circumstances predating the transfer of risk, in particular because they are the result of faulty design, defective materials or poor workmanship, and which make the delivery item unusable or
significantly impair its usability. The right of the contractual partner to claim for defects shall elapse in every case six months after the time a justified complaint was filed, but no earlier than at the end of the warranty period. The warranty period for repaired or replaced goods shall be three months, but will expire no earlier than at the end of the original warranty period for the delivery item. No liability shall be accepted for the consequences of improper modifications or repair work carried out by the contractual partner or a third party without the prior consent of idm GmbH. The latter shall be liable for loss or damage resulting from the unprofessional execution of its activities. The customer shall be responsible for informing idm GmbH in full about any special features or defects associated with its individual machines, systems, and objects covered by the contract. It grants idm GmbH the right to inspect the relevant mechanical equipment documents in order to obtain clarity with respect to all of the information required for the orderly and professional execution of its work, and to prepare illustrated documentation where necessary.

VIII. Legal venue

The legal venue and place of performance for any disputes between the parties arising from the contractual relationship shall be Magdeburg.