1.1 The following general terms and conditions of business, delivery, and payment regulate the legal relationship between us and our customers who are entrepreneurs, a legal entity under public law, or a public-law special fund.
1.2 Diverging conditions from the customer, which we do not explicitly acknowledge in writing, are non-binding for us, even if we do not expressly object to them.
1.3 Other agreements, changes, and side agreements require our written confirmation
2.1 Our offers are non-binding. The scope of our obligations is determined solely by our written order confirmation, unless a prior written agreement exists regarding telephone orders. Later side agreements and supplements, especially regarding delivery dates, must be confirmed by the parties in writing to secure evidence.
2.2 The customer must inform us of any special security requirements for our goods in good time before the conclusion of the contract.
2.3 Any deviation from the customer’s order will be considered as an agreement from the customer if they do not object within 8 days after receiving the order confirmation, unless the changes affect contractual components that we knew or should have known are significant to the customer.
2.4 Our documents underlying the offer or order confirmation, such as illustrations, drawings, measurements, and weight specifications, are generally intended as approximate values. Specific properties of our products are only guaranteed if we explicitly state this in writing.
Unless explicitly stated otherwise, our prices are net prices ex works or warehouse, excluding packaging, freight, and transport insurance, plus statutory VAT.
The goods supplied remain our property until all claims arising from the business relationship with the customer have been fulfilled. In the event of a breach of duty by the customer, especially in case of payment arrears, we are entitled, even without setting a deadline, to demand the return of the goods and/or withdraw from the contract; the customer is obligated to return the goods. The demand for return of the goods does not constitute a declaration of withdrawal unless explicitly stated by us.
Invoices are due for payment immediately upon receipt by the buyer. If the customer does not fulfill their payment obligations as agreed, we can, after setting a reasonable grace period, make all claims arising from the business relationship, including those that have been deferred or for which bills of exchange have been issued, due immediately. Deliveries or services that are still outstanding need only be executed in such cases against reasonable security. If the customer lets the reasonable grace period pass without fulfilling their payment obligation and does not provide security, we are entitled to refuse our performance and claim damages for non-fulfillment or withdraw from the contract. The buyer has the right to offset or retain payments only if their counterclaims are legally established or undisputed.
6.1 Delivery times begin with the receipt of our order confirmation by the customer. Binding delivery dates and deadlines require that the customer provides necessary documents and other required information on time and is not delayed in their cooperation, where needed.
6.2 If we are unable to meet binding deadlines due to force majeure or unavoidable circumstances such as mobilization, war, unrest, strike, lockout, late or faulty deliveries from our suppliers, or other similarly severe operational disturbances, the customer may set a reasonable grace period of at least 6 weeks, after which they may withdraw from the contract by registered letter if they lose interest in the delivery due to the delay.
6.3 If delivery or performance becomes impossible or unreasonable due to the above-mentioned circumstances, we are released from the delivery obligation. This applies even if the events significantly affect our operations or the content of our services, preventing us from executing the contract. We will notify the customer of the impact of such an event as soon as we become aware of it.
6.4 The customer is not entitled to claim damages for non-fulfillment or delay in the aforementioned cases, unless we are at fault due to intent or gross negligence.
6.5 We are entitled to partial deliveries. This does not apply if the customer has no interest in partial deliveries and the agreed delivery time has been exceeded. Complaints about partial deliveries do not entitle the customer to refuse the remainder of the delivery.
7.1 The place of performance for delivery and payment is Marscharcht / Hamburg / Swiebodzice
7.2 The customer must accept the goods at our premises within 7 days after notification of completion.
7.3 The risk passes to the customer upon acceptance, upon the refusal of acceptance without cause, upon the customer's inactivity after the deadline for acceptance, or in any case upon the commissioning of the goods.
7.4 If shipment to the customer or a third party is agreed, the risk transfers to the customer upon delivery of the goods to the transporter (forwarder, railway, own driver, etc.). This also applies if we have assumed the shipping costs and tra
nsport.7.5 If we take back the goods for reasons for which we are not responsible, the customer bears the risk until the goods reach us.
8.1 Claims for damages – regardless of the legal basis – against us, our employees, and/or our vicarious agents, based on slight negligence and which do not concern damages for injury to life, body, and/or health, are – to the extent legally possible – excluded. We, our employees, and/or our vicarious agents are liable in cases of intent or gross negligence according to statutory provisions. In the case of a breach of essential contractual obligations (cardinal duties), our liability for cases of intent or gross negligence is limited to the typical, foreseeable damage.
8.2 In the case of permissible liability limits for intent or gross negligence, the typical, foreseeable damage is limited to a maximum of 5% of the order value. The same liability limitation applies if our representative or vicarious agent is liable for delay in performance in cases of intent or gross negligence according to statutory provisions.
8.3 The above liability limitations do not apply in cases of injury to body, life, and/or health.
8.4 Liability under the German Product Liability Act remains unrestricted.
8.5 To the extent that our liability is effectively excluded or limited, this also applies to the personal liability of our employees, workers, representatives, and vicarious agents.
9.1 Claims for defects do not exist in the case of only insignificant deviations from the agreed quality or insignificant impairment of usability.
9.2 For defects in the delivery, including the absence of expressly guaranteed properties, we are liable as follows:
a) The goods must be inspected immediately after arrival at the destination, even if samples are sent.
b) The delivery is deemed approved if a complaint about obvious defects is not received in writing by us within 3 working days after arrival at the destination.
c) Hidden defects must also be reported within 3 days after discovery, but no later than one year after the transfer of risk.
d) The statute of limitations for defect claims (especially Section 438 (1) No. 3 of the German Civil Code) is limited to one year, with the exception of cases of fraudulent misrepresentation. The statute of limitations begins according to the law.
e) Warranty is excluded if the customer has processed or sold the goods after discovering or having discovered the defect, unless they can prove that the processing or sale was necessary to prevent further damage.
f) The customer's right to claim for defects reported expires in all cases 6 months after the timely complaint, but at the earliest with the expiration of the warranty period.
g) Warranty is not provided for damage to the delivery item caused by: unsuitable or improper use, faulty commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, unsuitable operating materials, exchange of materials, and chemical, electrochemical, electrical, or similar influences unless caused by our fault.
h) The customer must give us the necessary time and opportunity to make all repairs and replacements at our reasonable discretion; otherwise, our liability for the resulting consequences is excluded – except for damages to life, body, and/or health.
i) If we deliver goods directly to a third party as agreed, this does not change the customer’s obligation regarding inspection and complaint procedures.
j) For third-party products, whose value is not insignificant in relation to the value of the delivery item, our liability is limited to the assignment of warranty claims against the supplier of the third-party products. In these cases, our direct warranty will only take effect if the customer cannot enforce warranty claims against the supplier.
k) We reserve the right to charge the customer for travel and accommodation costs, as well as labor costs for any repair attempts or material costs for repairs we are not liable for. In the case of a legitimate complaint, we bear the costs for replacement parts, including shipping, and the costs for assembly and disassembly, travel, accommodation, and labor costs for our service personnel. Otherwise, the customer bears the costs.
l) If the delivery item is abroad, and we were not aware of this at the time of the offer, we are only obliged to repair the goods at our premises, with the customer bearing the transportation costs.
m) To make all necessary arrangements to achieve the performance result, the customer must give us reasonable time and opportunity. If the customer fails to follow our instructions and thus impedes or significantly complicates the performance result, we are relieved from our defect liability.
n) At our discretion, we will provide warranty through repair (with three attempts) or by delivering replacement goods. Replaced parts become our property.
o) Warranty is generally excluded for the delivery of used machines and parts.
10.1 Standard types of process and conveyor belts according to DIN EN ISO 15147, as of August 1999.
The place of performance for all contractual obligations is the location of our company. The exclusive jurisdiction for all disputes, including actions in check or bill of exchange proceedings, is the court responsible for INO Europe GmbH / INO Polska Sp z.o.o. For all legal relationships between the customer and us, only the law of the Federal Republic of Germany or Law of Poland applies. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.