General Terms and Conditions of Sale
We confirm your order subject to the exclusive application of our general terms and conditions of sale.*
§ 1 Application
- These terms and conditions of sale shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.
- These terms and conditions of sale shall also govern all future transactions between the parties and shall also apply if we perform delivery despite our know- ledge of differing or contrary terms.
- These terms and conditions of sale shall only apply vis á vis entrepreneurs, governmental entities, or special governmental estates within the meaning of sec. 310 para. 1 BGB (German Civil Code).
§ 2 Offer, Acceptance
All offers are indicative and are subject to change without notice. Unless otherwise agreed, the contract will only be concluded by our written order confirmation or by the execution of the order.
§ 3 Prices, Payment
Prices are FCA Incoterms 2020, exclusive of the respective statutory VAT and including of costs for iris-standard packaging and labelling, except as otherwise expressly agreed upon.
The costs for installation are included as far as the installation of devices is offered in the proposal and a location or vehicle inspection has been carried out. Not all installation conditions can be sufficiently clarified by an inspection. Therefore, changes and alterations in the scope of delivery may occur after detailed planning during installation. The costs of these changes will be verified and invoiced additionally.
If not expressly stated in the proposal, adaptions of our components to non-standardized interfaces and assembly conditions are not included in the offer.
- The purchase price is due and payable net within 30 days from the date of the invoice; in full before the delivery of the goods. A default interest in the amount of 9% above the respective base interest rate p. a. shall accrue after the due date. We reserve all rights to claim further damages for delay.
- If the goods are to be invoiced as an intra-Community delivery without VAT, the purchaser shall issue a confirmation of arrival immediately after delivery of the goods (Entry Certificate) and provide the carrier's proof of delivery including a unique reference (e.g. delivery note number). If we do not receive a proper Entry Certificate and proof of delivery after 10 calendar days, an invoice with VAT will be issued.
- Unless otherwise agreed, we generally do not issue long-term supplier's declarations.
- Unless otherwise expressly instructed by the purchaser, our invoices shall be sent electronically to a public e-mail address or to an e-mail address provided for this purpose.
§ 4 Offset, Retainer
The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.
§ 5 Delivery
- Delivery is conditioned upon timely and proper performance of all duties of the purchaser. Defences based on non-performance of the contract are reserved. If the delivery has not arrived as planned, this must be reported immediately, but no later than 14 days after the expected delivery date. Later reports cannot be processed. § 6 remains unaffected.
- In case of default in acceptance or other breach of duties to cooperate by the purchaser we are entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the purchaser at the time of such default or breach of duty to cooperate,
- The delivery period begins once the parties have agreed upon all technical requirements and specifications in writing. The delivery period will be reasonably extended in the event of force majeure that is beyond our control and prevents us from fulfilling our obligations, including but not limited to fire, explosion, storm damage, flood, strike, shortages of raw materials, disruptions or delays in the supply chain, manpower or transport capacity, war, sabotage, riots or civil disturbances, or governmental interference.
§ 6 Passing of Risk, Shipment, Packaging
- If the purchaser demands shipment of the goods the risk of loss or damage to the goods passes to the purchaser upon dispatch.
- We are a manufacturer of packaging without an obligation to participate in the waste disposal system because our packaging does not typically accrue at private households or comparable sources of waste. Should the Purchaser dispose of packaging via the so-called yellow garbage can in a size customary for households, they shall be obliged to inform us of this in text form. We shall take back used and completely emptied packaging, which corresponds to the type, shape and size of the packaging of the goods which we have placed on the market, free of charge at our place of business. Should the Purchaser resell our goods, they shall be obliged to ensure that the provisions of the Packiging Act (VerpackungsG) are complied with and that any packaging, should it accrue at the private end customer or a comparable source of waste, participate in the system.
§ 7 Retention of Title
- We retain title to the goods until receipt of all payments) in full or shipment (whatever occurs later. In case of breach of contract by the purchaser including, without limitation, default in payment, we are entitled to take possession of the goods.
- The purchaser shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods.
- As long as the purchase price has not been completely paid, the purchaser shall immediately inform us in writing if the goods become subject to rights of third persons or other encumbrances.
- The purchaser may resell goods subject to the above retention of title only in the course of his regular business. For this case, the purchaser hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment the purchaser shall be entitled to receive the payment on the assigned claims. To this end, we agree to not demand payment on the assigned claims to the extent the purchaser complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.
- Insofar as the above securities exceed the secured claim by more than 10%, we are obligated, upon our election, to release such securities upon the purchaser’s request.
§ 8 Warranty
- Precondition for any warranty claim of the purchaser is the purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).
- Warranty claims shall be time-barred after 24 months of the passage of risk.
- In case of non-conformity of the goods the purchaser is entitled to alternative performance in the form of subsequent improvement or delivery of conforming goods. If such alternative performance has failed, the purchaser is entitled to reduce the purchase price or to withdraw from the contract. When claiming warranty our reclamation management process (RMA – Return of Material Authorization) must be used (iris-sensing.com/support/).
§ 9 Order cancellation
- Order cancellation are as a rule not accepted. If iris decides to accept an order cancellation on an individual basis, following fees shall apply: If cancelled before delivery date confirmation or longer than 24 weeks before confirmed delivery date, cancellation will not be charged. If the order is cancelled or partially cancelled within 24 to 8 weeks before confirmed delivery date, a fee of 20% of the cancelled order value will be charged. If the order is cancelled or partially cancelled within 8 weeks or less before confirmed delivery date, a fee of 50% of the cancelled order value will be charged. Order modifications require individual checking and confirmation.
- Returns of unused installation material are possible when in original packing and as defined in our RMA process (iris-sensing.com/support/). Handling fee of 20 % will be charged.
§ 10 Liability
- In case of intent or gross negligence on our part or by our agents or assistants in performance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentionally our liability for damages shall be limited to the typically predictable damage.
- Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.
- Any liability not expressly provided for above shall be disclaimed.
§ 11 Applicable law, Jurisdiction
- This contract shall be governed by the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods and those provisions of conflict of laws relating to foreign law).
- Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Berlin, Germany.
* as of 08/2022