General Terms and Conditions

General Terms and Conditions of inotec.digital GmbH

  1. Scope
    1.1. These General Terms and Conditions (GTC) apply to all contracts, deliveries, and other services between inotec.digital GmbH (hereinafter referred to as “Seller” or “Buyer”) and its contractual partners.
    1.2. Deviations from these General Terms and Conditions are only effective if inotec.digital GmbH has confirmed them in writing.
  2. Offer and Conclusion of Contract
    2.1. Offers made by inotec.digital GmbH are non-binding and without obligation. A contract is only concluded upon written order confirmation or by actual delivery of the goods.
    2.2. Drawings, illustrations, dimensions, weights, or other performance data become binding upon written order confirmation.
    2.3. Planning and drawing documents remain the exclusive property of inotec.digital GmbH. The customer is only entitled to use these documents or pass them on to third parties with prior written approval from inotec.digital GmbH.
  3. Prices
    3.1. Unless otherwise stated, the prices contained in the offers of inotec.digital GmbH are binding, except for typographical errors, mistakes, and exchange rate fluctuations.
    3.2. The prices stated in the order confirmation of inotec.digital GmbH are decisive, plus the applicable statutory value-added tax. Unless otherwise agreed, prices are understood as EXW, including standard packaging.
    3.3. Additional services and deliveries will be invoiced separately.
  4. Delivery and Performance Time
    4.1. The deadlines and dates agreed between inotec.digital GmbH and the customer become binding only upon written order confirmation unless expressly agreed otherwise in writing.
    4.2. The customer is obligated to accept the goods and/or services delivered in accordance with the contract. There is no right of return for deliveries and/or services unless explicitly agreed otherwise in writing.
    4.3. Early deliveries as well as partial deliveries are permitted if the customer expressly agrees.
    4.4. Delivery and performance delays due to force majeure or events that significantly impede or make delivery by inotec.digital GmbH impossible (including but not limited to: subsequent material procurement difficulties, operational disruptions, strikes, lockouts, staff shortages, transport bottlenecks, official orders, and comparable circumstances) do not fall within the responsibility of inotec.digital GmbH, even in the case of bindingly agreed deadlines and dates. This also applies if these circumstances occur with suppliers or subcontractors of inotec.digital GmbH. In such cases, inotec.digital GmbH is entitled to postpone the delivery or service for the duration of the impediment plus a reasonable start-up period or to withdraw from the contract in whole or in part with respect to the unfulfilled portion.
    1. If the impediment lasts longer than three (3) months, the customer is entitled to withdraw from the contract regarding the unfulfilled portion after setting a reasonable grace period.
    2. If inotec.digital GmbH is responsible for non-compliance with binding deadlines and dates or is in default, the customer has no claim to compensation for delay unless the delay is due to at least gross negligence on the part of inotec.digital GmbH or a delay compensation has been expressly agreed in writing.
    3. If the delay in delivery or performance is due to circumstances within the customer’s responsibility, inotec.digital GmbH is entitled to charge the customer for additional costs incurred, particularly for interim storage, interim financing, or other additional costs, unless expressly agreed otherwise in writing.
  1. Transfer of Risk
    5.1. inotec.digital GmbH delivers as standard according to Incoterms® 2020 EXW (Ex Works). In special cases, an alternative shipping method may be offered to the customer upon request. The risk of accidental loss and deterioration of the goods passes to the customer or the commissioned transport person upon handover, even if installation or assembly at the customer’s site has been agreed.
  2. Warranty
    6.1. The manufacturer warrants that the delivered devices are free from manufacturing and material defects. Warranty claims expire 12 months after the transfer of risk unless different statutory limitation periods apply.
    6.2. The warranty and liability are subject to the conditions of the respective manufacturer of the goods. Liability for defects in the purchased item is only assumed to the extent that the manufacturer or supplier provides compensation.
    6.3. The warranty is void if installation, operation, or maintenance instructions of the manufacturer are not followed, modifications to the products are made, unauthorized interventions or repair attempts are carried out, or parts or consumables that do not meet the original specifications are used.
    6.4. The customer must notify inotec.digital GmbH in writing of any defects immediately, but no later than three weeks after receipt of the delivery. Defects that could not be detected within this period despite careful inspection must be reported in writing immediately upon discovery.
  1. In the event of a defect notification, the customer is obliged to either:
    a) Send the defective part or device at their own expense to the manufacturer or inotec.digital GmbH, or
    b) Keep the defective part or device available for repair by a service technician of inotec.digital GmbH or the manufacturer. If the customer requests warranty work at a location of their choosing, they must bear the additional costs incurred at inotec.digital GmbH’s or the respective manufacturer’s standard rates.
  2. If rectification fails within a reasonable period, the customer may choose to reduce the price or rescind the contract.
  3. Liability for normal wear and tear or damage due to improper handling is excluded.
  4. If repair work by inotec.digital GmbH is part of a contract, it will be carried out professionally to the best of its knowledge and ability.
  5. Warranty claims are only available to the direct customer and are non-transferable.
  6. The above provisions represent the final warranty for the products and exclude further warranty claims of any kind.
  1. Retention of Title
    7.1. inotec.digital GmbH retains ownership of all delivered goods and services (hereinafter “reserved goods”) until all claims from the respective business relationship have been fully settled.
    7.2. The customer is entitled to process and resell the reserved goods in the ordinary course of business as long as they are not in default of payment. Pledges or transfers by way of security are prohibited.
    7.3. In the event of third-party access to the reserved goods, particularly through seizure or other measures, the customer must notify inotec.digital GmbH immediately and indicate the company’s ownership.
  2. Payment
    8.1. All payments must be made in full without deduction within fourteen (14) calendar days of the invoice date unless otherwise agreed in writing.
    8.2. inotec.digital GmbH reserves the right to request payment securities and/or advance payments from the customer.
    8.3. The customer may only offset claims that are undisputed or legally established.
  3. Place of Performance and Jurisdiction
    14.1. The legal relationship between inotec.digital GmbH and the customer is governed by German law. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
    14.2. The exclusive place of jurisdiction for all disputes is Krefeld, Germany.
  4. Final Provisions
    Should any provision of these Terms and Conditions or any provision within other agreements be or become invalid, the validity of all other provisions or agreements shall remain unaffected.

General Terms and Conditions of Purchase of inotec.digital GmbH

1. Scope of Application
These terms and conditions apply to all contracts concluded between inotec.digital GmbH (hereinafter referred to as “Buyer”) and the supplier (hereinafter referred to as “Seller”) for the purchase of goods and services. Deviating conditions of the Seller shall not be recognized unless the Buyer has expressly agreed to them in writing.

2. Conclusion of Contract
The contract is concluded through the written order of the Buyer and the written confirmation of the Seller. Amendments and supplements must be made in writing.

3. Prices and Payment Terms
3.1. The agreed prices are fixed prices and are exclusive of the statutory value-added tax.
3.2. Payments shall be made within 30 days of receipt of the invoice, unless otherwise agreed.

4. Delivery
4.1. The Buyer reserves the right to cancel or suspend orders if there are substantial reasons. This applies in particular in the event of delivery delays, quality defects, or significant economic changes on the part of the Seller.
4.2. The place of delivery and performance is the registered office of the Buyer, unless expressly stated otherwise in the respective contract.
4.3. The Seller is obliged to adhere to the agreed delivery dates. In case of delays, the Seller must inform the Buyer immediately.
4.4. In the event of late or defective delivery, the Buyer reserves the right to withdraw from the contract and/or to claim damages.

5. Warranty
5.1. The Seller warrants that the delivered goods are free from defects and comply with the agreed specifications.
5.2. Any defects discovered must be reported to the Seller immediately, but no later than 14 days after receipt of the goods, and must be rectified by the Seller at their own expense.
5.3. The Buyer has the right to demand rectification or replacement at their discretion. If rectification fails, the Buyer may reduce the purchase price or withdraw from the contract.

  1. Liability

    The Seller is liable for all damages resulting from a culpable breach of their obligations, unless they can prove that they are not responsible for the breach.

    7. Retention of Title

    The delivered goods remain the property of the Seller until full payment has been made. However, the Buyer is entitled to sell the goods in the ordinary course of business.

    8. Data Protection

    The Seller undertakes to treat all personal data collected in the course of the business relationship confidentially and to use it only in accordance with the statutory provisions.

    9. Final Provisions

9.1. The Buyer’s general terms and conditions of purchase shall become legally binding if the Seller does not expressly object to them.
9.2. The law of the Federal Republic of Germany shall apply.
9.3. Unless otherwise agreed in writing, the place of jurisdiction for all disputes shall be Krefeld, is the registered office of the Buyer.
9.4. Should individual provisions of these terms and conditions be invalid, the validity of the remaining provisions shall remain unaffected.

as of 01.01.2024