General provisions

[1] These General Terms and Conditions are an integral part of the contractual relationship between interVIB GmbH and its clients (customers). Contracts can be concluded in writing, by telex, verbally, by telephone, electronically or in any other form. The terms and conditions of interVIB GmbH apply to the respective business relationship. In individual cases, the terms and conditions of the client may also apply in whole or in part. This requires express written confirmation. Fulfillment of the contract does not replace written confirmation.

[2] A contract is only concluded upon receipt of the written order confirmation. All offers are non-binding until receipt of our order confirmation. For short-term transactions (e.g. spare parts transactions), the delivery bill or invoice may also be regarded as an order confirmation in exceptional cases.

[3] Additions, amendments and other ancillary agreements shall be confirmed in writing and thus become a supplementary part of the order confirmation.

[4] We reserve the right to make technical changes, taking into account what is reasonable for the customer. This may include an adjustment of the price at our reasonable discretion (§315 ff BGB).

[5] Drawings, performance data, illustrations and other information are only binding if they are identified as such. Information in advertising, brochures, the Internet, offers and publications shall not be regarded as binding. Deviations in technical design, shape, color, performance description are to be accepted by the customer within the framework of general tolerances and the current DIN ISO standards and are not the subject of a possible complaint, unless this is expressly formulated otherwise in the contract documents.

[6] All documents handed over by interVIB GmbH, regardless of their physical or non-physical form, are subject to property rights and copyrights. These documents may not be made accessible to third parties. interVIB GmbH undertakes to make all documents of the client (customer) marked as confidential accessible to third parties only with the written consent of the client.

[7] All rights arising from this contract are only transferable with the prior consent of interVIB GmbH.

[8] Electrical connection, cables or connection to peripheral devices are not included in the scope of delivery of interVIB GmbH, unless otherwise described in the order confirmation.

Prices and payment

[1] Unless otherwise contractually agreed, our prices are ex works including loading, but excluding packaging. Freight and unloading shall be borne by the customer. All prices are net prices plus the statutory value added tax.

[2] Unless otherwise contractually agreed, the following payments are to be made without deduction as follows á account interVIB GmbH:
40% down payment after receipt of the order confirmation – 14 days – without deductions
60% final payment with notification of readiness for dispatch, or delivery date – 14 days – without deductions

The costs incurred by e.g. bills of exchange or checks shall be borne by the customer.

[3] The customer may only withhold payments if the counterclaims are undisputed and have been legally established. Offsetting from other legal relationships is also not permitted.

[4] For orders with a term longer than four months after the order and order confirmation, we reserve the right to pass on any price increases for materials, raw materials, energy, wages or transportation to the customer. These additional costs shall be documented in writing.

Delivery time, delivery period, delivery delay

[1] The delivery time is specified in the contract documents / order confirmation of the contracting parties. Compliance is also subject to the obligations of the customer. Deadlines for commercial and technical clarification that are not adhered to by the customer can lead to delays for which interVIB GmbH is not responsible. Delays on the part of the customer due to failure to provide official certificates or approvals or failure to make payments are not the responsibility of interVIB GmbH and may lead to delays.

[2] The delivery period shall be extended by the period caused by the customer, without thereby suspending the rights of the contract for interVIB GmbH.

[3] The delivery time and its observance are subject to correct and punctual delivery to us. interVIB GmbH shall inform the customer of any foreseeable delays as soon as possible.

[4] The delivery date shall be deemed to have been met if the subject matter of the contract leaves the factory of interVIB GmbH on the due date or readiness for dispatch is notified. The goods must be accepted by the customer on time, except in the case of justified refusal of acceptance.

[5] Costs caused by delays in the acceptance of the subject matter of the contract caused by the customer shall be charged to the customer.

[6] Non-compliance with the delivery date due to force majeure, e.g. labor disputes, war, changes in official requirements, fire, traffic closures or the like, shall automatically extend the delivery date within reasonable limits and the customer shall be informed of this circumstance as soon as possible.

[7] The customer can withdraw from the contract if interVIB GmbH finally makes it impossible to receive the agreed service – before the transfer of risk. This also applies to the inability of interVIB GmbH. A claim for damages cannot be asserted, except in the case of intentional or grossly negligent action by interVIB GmbH. If the customer is responsible for the impossibility, partially or mainly, he is obliged to counter-performance.

[8] In the event of non-acceptance or delayed acceptance by the customer, interVIB GmbH may charge at least 1% of the value of the goods per month or part thereof for storage at its own plant. If storage at interVIB GmbH’s own plant is not possible, the customer shall bear all costs for transport, organization and external storage, including the necessary insurance, in full.

[9] In the event of unjustified non-acceptance of the subject matter of the contract, interVIB GmbH shall be entitled to demand compensation for all costs and expenses incurred.

[10] If the subject matter of the contract is accepted by the customer at interVIB GmbH’s factory prior to delivery, this acceptance may not be delayed by more than three days from the agreed acceptance date. From the fourth day after the acceptance date, the goods are deemed to be free of defects and can be delivered. The remaining payment must then be made after invoicing.

Transfer of risk

[1] The risk is transferred to the customer when the delivery item leaves the factory of interVIB GmbH. This also applies to partial deliveries, even if interVIB GmbH has assumed responsibility for shipping, delivery or installation.

[2] If the delivery item is accepted by the customer, this is the relevant date for the transfer of risk. In the event of a delay in acceptance on the part of the customer, the date of notification of readiness for acceptance shall be deemed to be the date of transfer of risk. The costs for any additional insurance shall be borne in full by the customer.

[3] If the delivery item is transported by our employee for installation, the transfer of risk shall apply when it leaves the factory of interVIB GmbH.

[4] If dispatch is delayed by the customer by more than 3 working days, the date of notification of readiness for dispatch shall be deemed to be the date of transfer of risk.

Retention of title

[1] interVIB GmbH shall remain the owner of the delivery item, including all ancillary services, until all payments have been received.

[2] If the customer does not demonstrably take out insurance against breakage, water, fire and other damage, interVIB GmbH shall be entitled to take out such insurance at the customer’s expense.

[3] In the event of default in payment or other behavior by the customer in breach of contract, interVIB GmbH shall be entitled, after issuing a reminder, to take back the subject matter of the contract and the customer shall be obliged to surrender it. The costs incurred for this shall be borne by the customer. In order to assert the retention of title, interVIB GmbH must withdraw from the contract. An application for the opening of insolvency proceedings entitles interVIB GmbH to return the delivery item after it has withdrawn from the contract. interVIB GmbH is free to assert claims for damages.

[4] The customer may not pledge, sell or use the subject matter of the contract as security. In the event of seizure or attachment by third parties, interVIB GmbH must be informed immediately. In the event of insolvency proceedings, the delivery item must be specially marked as the property of interVIB GmbH and stored separately.

Claims for defects

[1] Any defects that occur after the transfer of risk must be reported immediately and in writing by the customer to interVIB GmbH. interVIB GmbH must be granted immediate access to inspect the reported defect.

[2] In the event of a justified and timely notice of defects, interVIB GmbH is free to repair or completely replace the defective work. If both forms of supplementary performance are associated with disproportionate costs within the meaning of § 439 para. 3 BGB or § 635 para. 3 BGB, interVIB GmbH is entitled to refuse both types of supplementary performance.

[3] The customer shall grant interVIB GmbH the necessary time and opportunity to rectify the defect, otherwise interVIB GmbH shall be released from liability and the resulting consequences. In urgent cases of danger to operational safety or to prevent disproportionately large damages, the purchaser has the right to remedy the defect himself or have it remedied by a third party. interVIB GmbH must be informed of this immediately and he shall bear the resulting costs within reasonable limits.

[4] In the event of a justified complaint, interVIB GmbH shall bear all costs of rectification, including travel expenses, provided that this does not result in disproportionately high costs for interVIB GmbH.

[5] In the event of a significant defect that cannot be rectified within a reasonable period of time, the customer is free to withdraw from the contract, taking into account the statutory exceptions. If there is only an insignificant defect, a reduction in the contract price may be agreed. A claim for damages is not to be asserted.

[6] Liability is excluded in the following cases: unsuitable and improper use, faulty assembly or commissioning by the customer or companies commissioned by the customer, normal wear and tear, incorrect or non-executed maintenance, use of unsuitable operating materials, defective construction work, defective foundations, chemical, climatic or electrical influences.

[7] Modifications or repairs to the delivered machine by the customer or commissioned third parties exclude all further liability. No changes may be made without the consent of interVIB GmbHs.

[8] All claims for defects and claims for damages on the part of the customer shall lapse one year after delivery (notification of readiness for delivery) of the goods or, in the case of contracts for work and services, after acceptance of the work.

[9] It is the sole responsibility of the customer to ensure that the goods are suitable for his specific purpose in terms of quality and condition. The lack of suitability therefore does not justify any claims unless interVIB GmbH has expressly guaranteed the suitability of the goods for the intended purpose in writing. Quality specifications on the part of interVIB GmbH are not assurances in the legal sense.

[10] Deviations from specifications or agreements regarding performance and consumption of up to +/- 10% do not constitute a defect.

Defects of title

[11] If industrial property rights or copyrights are infringed in Germany, interVIB GmbH shall, at its own expense, enable the customer to continue using the delivery item or make reasonable changes so that there are no longer any infringements of property rights. If this cannot be realized within a reasonable time or at reasonable economic costs, the customer, but also interVIB GmbH, can withdraw from the contract. Subsequent costs shall not be reimbursed.

Liability and exclusion of liability

[1] interVIB GmbH shall only be liable for damage that has not occurred to the delivery item itself: 1. in the event of intent, 2. in the event of gross negligence on the part of the owner or executive employees, 3. in the event of culpable injury to body, health and life, 4. in the event of fraudulently concealed defects, 5. in the event of additional guarantee commitments. Further claims are excluded.

Place of jurisdiction, applicable law

[1] The law of the Federal Republic of Germany applies exclusively and authoritatively to all legal relationships; the court language is German.

[2] The place of jurisdiction is the registered office of interVIB GmbH. However, interVIB GmbH is entitled to choose the headquarters of the customer as the place of jurisdiction.

Final provisions

[1] The client’s personal data is stored in accordance with the BDSG to enable the completion of tasks and correspondence and business transactions. interVIB GmbH assures that all data will not be passed on to third parties unless it concerns the completion of the order.

[2] If individual provisions of these General Terms and Conditions are or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a legally valid provision that comes closest to the purpose of the invalid provision.

July 2019, Münster