The present Terms and Conditions underlie all the deliveries and working efforts. Upon accepting the ware, these Conditions are considered accepted, too. The present Terms and Conditions operate only when they are approved explicitly in a writing form. Additions as well as amendments to the treaty are inoperative, for the reason they are not confirmed by Infotecs in a writing form.
All the prices include the value added tax that is valid for the delivery day. For all the working efforts, the way of sending the upfront payment should be defined explicitly.
Delivery and PerformanceAll the delivery agreements require a writing form. Time of delivery starts from the date when the treaty has been concluded by Infotecs GmbH. All the delivery liabilities are subject to their own timely delivery. Partial deliveries and partial working efforts are acceptable. For the delivery treaties, every partial delivery and partial working effort is considered as a separate working effort. Delivery delay is not taken into account in case of force-majeure and events that complicate delivery for the supplier or make it impossible. This is true for the operating failures, force-majeure, strikes, etc., applied to the suppliers as well as to the subsuppliers. In this case, the customer can not insist on damage and compensation paid caused by non-execution of the treaty. When the delivery or working effort is delayed on the vendor independent reasons, Infotecs GmbH reserves the right to postpone delivery date for 2 months starting with the hindrance date as well as to fully or partially cancel the treaty, if it has been only partially executed. When the delivery delay is caused by Infotecs GmbH, the customer has the right to cancel the treaty only after the arrangement on the compensaition paid has been reached.
Shipping and Transfer of Risk
All the risks apply to the customer, in case the ware has been delivered to the person responsible for the transport or in case it has left the warehouse of Infotecs GmbH. However, Infotecs GmbH insures the ware on the customer's account, when the insurance is confirmed in a writing form. When sending shipment to Infotecs GmbH, the customer incurs all the risks, especially transport risks on the way from point of departure to Infotecs GmbH, as well as all the transport costs.After the advance agreement, the accounts can be paid in the form of the upfront payment, cash, cash on delivery, clearing house check, eurocheck or by self-delivery, if nothing else has been arranged. All the payment are counted on the basis of the latest debt, regardless of the others regulations of the customer. When the expenses and interest money arise, the payment for the expenses will be charged first, then the interest money and finally the basic debt. The customer is authorized to the expenses recovering, withholding or disconunting, when the counterclaim has been legally defined or is indisputable. Partial deliveries and working efforts can be mentioned in the treaty separately. The payment is considered successful, when the owing reaches the bank account of Infotecs GmbH. The same applies to the satisfaction of checks. In case the customer does not meet the debt commeitments, suspends payments or the bank does not satisfy the check, Infotecs GmbH reserves the right to cancel the treaty immediately, without any advance notification. In this case, all the owings of Infotecs GmbH to the customer wull be payed immediately without any demands. The same is true when Infotecs GmbH reveals the circumstances that prejudice the creditworthness of the customer. If Infotecs GmbH does not cancel the treaty, it is authorized to extend the advance payment, the bank guarantee or the bail. Infotecs GmbH reserves the right to refuse further delivery to the customer that has delayed payment, even if the corresponding treaty has been concluded. Beginning from the date of delay, Infotecs GmbH is authorized to charge the interest money at an interest rate specified by the business banks for the open credits. The customer bears the entire recovery, law and enforcement expenes. Infotecs GmbH is entitled to resign its owings.
Proprietary Rights ClauseInfotecs GmbH reserves the ownership of the delivered wares and work efforts, untill all past and present debts of the customer caused by business connections are being paid, in the described way and according to the mentioned laws. For the existing account, the reserved ownership serves as a guarantee of the balance claim.
The processing of wares delivered by Infotecs GmbH and still reserved in its ownrship is made by order of Infotecs GmbH, without any liabilities arising for Infotecs GmbH. When the ware is integrated by the customer into the other other ware of the third party, Infotecs GmbH is considered a co-owner of a new product, in proportion of the price of the delivered ware to the ware of the third party. When the ware delivered by Infotecs GmbH has been mixed or united with other items, then the customer bears ownership and co-ownership of this mixed state or the new item and keeps it free of charge with all the necessary diligence for Infotecs GmbH. The customer is entitled to process and distribute the retained ware in accordance with the business connections, as long as he is not in arrears. Pledges and transfer of ownership are unacceptable.
When, as the result of the resaling or on any other legal cause (insurance/unpermitted action), there arise liabilities concerning the retained ware (including all the current account balance claims), the vendor cedes hereby his part of the guarantees to Infotecs GmbH. Infotecs GmbH revocably authorizes the customers to recover liabilities ceded to them on behalf of Infotecs GmbH to its account. Direct debit authority can be revoked, when the customer does not meet the payment obligations properly. When the third parties access the retained ware, the customer should point to the ownership of Infotecs GmbH and immediately inform the company. The customer should deny access of the third parties. In case of the late payment, especially if the check has not been satisfied, Infotecs GmbH is entitled to take away the retained ware without any corresponding legal title or permissions due to the present proprietary rights clause, by sending the legal representative to the office. The customer bears entire transport costs. If the check has not been satisfied, the customer undertakes to send the retained ware in a separated form to Infotecs GmbH on its request for the customer's own account. Both withdrawal and seizure of the retained ware by Infotecs GmbH, do not mean the cancellation of the treaty, as long as the deferred payment law is applied. If the price exceeds the withheld securities by 25%, Infotecs GmbH releases securities on its own choice at the customer's will. The customer bears the burden of proof that the securities exceed 25%.
Claim for Damages ClauseInfotecs GmbH is responsible for compensation on treaty violation, unpermitted actions, organisational faults, violations at the treaty conclusion only when it or its agents are accused of malice or serious negligence.
These Terms and Conditions as well as the common jural relations between Infotecs GmbH and the customer are governed by the Law of Federal Republic of Germany which is considered obligative. All the other national laws, including the uniform international sales law (effective July 17th, 1973), are ignored. As long as the customer, in terms of the commercial code, is a juridical person of the public law or public separate property, Berlin is considered a place of jurisdiction for both indirect and direct conflicts in the area of business relations. If any agreement of these Terms and Conditions or any other agreement as a part of any other arrangement becomes invalid, the validity of all the rest agreements or arrangements remains hereby undisturbed.
Infotecs GmbH is entitled to process data received from business connections or related to them, regardless of whether the customer or the third party is a source of this data, in accordance to the Federal Data Protection Act. This note substitutes the notice of the Federal Data Protection Act saying that customer store and further process personal data by means of the EDP.