Terms of Sale and Delivery
Intelligent Digital Services GmbH
These Terms and Conditions of Sale and Delivery are intended exclusively for business customers (entrepreneurs) within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law.
1. Scope of Application
1.1 These Terms and Conditions of Sale and Delivery apply exclusively to business customers (entrepreneurs) within the meaning of Section 14 BGB, legal entities under public law, and special funds under public law.
1.2 Conflicting or deviating terms and conditions of the Buyer shall not be recognized unless we have expressly agreed to their validity in writing.
2. Prices and Terms of Payment
2.1 All prices are quoted in Euros net, plus the applicable statutory value-added tax (VAT) as well as any packaging, shipping, and transport costs, unless expressly agreed otherwise.
2.2 Rechnungen sind, sofern nicht ausdrücklich etwas anderes vereinbart wurde, mit Rechnungsstellung sofort und ohne Abzug zur Zahlung fällig.
2.3 The statutory provisions shall apply to the consequences of default in payment.
3. Delivery and Transfer of Risk
3.1 Delivery dates and delivery periods are binding only if they have been expressly agreed upon as binding.
3.2 Unless expressly agreed otherwise and if the goods are dispatched at the request of the Buyer, the risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer upon handover of the goods to the freight forwarder, carrier, or other third party designated to carry out the shipment.
4. Duty to Inspect and Give Notice of Defects
If the Buyer is a merchant within the meaning of the German Commercial Code (HGB), the statutory duties to inspect and give notice of defects, in particular pursuant to Section 377 HGB, shall apply.
5. Warranty Rights and Statute of Limitations
5.1 In the event of a defect, Intelligent Digital Services GmbH shall first be given the opportunity to render cure (subsequent performance) within a reasonable period. Cure shall be effected, at our choice, either by remedy of the defect or delivery of a replacement, as permitted by law.
5.1 The limitation period for claims based on material defects and defects of title shall be 12 months from delivery of the goods.
5.1 The aforementioned shortening of the limitation period shall not apply in cases of intent or fraudulent concealment, for damage claims arising from injury to life, body, or health, for claims under the German Product Liability Act, based on an expressly assumed guarantee, or in any other cases where a shortening of the statutory limitation period is mandatory excluded by law.
6. Liability
6.1 Intelligent Digital Services GmbH shall be liable without limitation in cases of intent and gross negligence, as well as for damages arising from injury to life, body, or health. Liability under the German Product Liability Act and based on expressly assumed guarantees shall remain unaffected.
6.2 In the event of a slightly negligent breach of material contractual obligations (obligations whose fulfillment is essential to the proper execution of the contract and on whose compliance the contractual partner regularly relies), liability shall be limited to the foreseeable damage typical for the contract at the time of contract conclusion.
6.3 In all other respects, liability for damages caused by slight negligence is excluded to the extent permitted by law.
6.4 The foregoing limitations of liability shall also apply in favor of the legal representatives, employees, and vicarious agents of Intelligent Digital Services GmbH.
7. Manufacturer Guarantee and Resale
7.1 Any voluntary manufacturer guarantee by Intelligent Digital Services GmbH going beyond the statutory and contractually agreed defect rights shall not be granted unless expressly declared for the respective product.
7.2 Voluntary guarantees or other commitments given by the Buyer to its customers that exceed statutory obligations shall not expand the obligations of Intelligent Digital Services GmbH.
8. Retention of Title
8.1 The delivered goods (Reserved Goods) shall remain the property of Intelligent Digital Services GmbH until full settlement of all present and future claims of Intelligent Digital Services GmbH arising from the ongoing business relationship.
8.2 The Buyer is authorized to resell the Reserved Goods in the ordinary course of business. The Buyer hereby assigns to Intelligent Digital Services GmbH, in the amount of the invoice value of the Reserved Goods, all claims arising against its customers or third parties from such resale. We hereby accept this assignment.
8.3 The Buyer remains authorized to collect the assigned claims. Our authority to collect the claims ourselves remains unaffected. However, we undertake not to collect the claims ourselves as long as the Buyer duly meets its payment obligations and no application for the opening of insolvency proceedings against its assets has been filed.
8.4 If the realizable value of the securities exceeds our claims by more than 10%, we shall, at the Buyer's request, release securities of our choice.
9. Applicable Law and Jurisdiction
9.1 All legal relationships between Intelligent Digital Services GmbH and the Buyer shall be governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
9.2 If the Buyer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be – to the extent permitted by law – the registered office of Intelligent Digital Services GmbH. Intelligent Digital Services GmbH remains entitled to sue the Buyer at its general place of jurisdiction as well.
10. Severability / Final Provisions
Should individual provisions of these Terms and Conditions of Sale and Delivery be or become invalid or unenforceable, in whole or in part, the validity of the remaining provisions shall remain unaffected. In place of the invalid or unenforceable provision, the statutory provisions shall apply.
