§ 1 Scope of Application
1.1 These General Terms and Conditions of Sale apply to all contracts concluded between IBIS and the Buyer. In ongoing business relationships, these terms also apply to future transactions, even if not expressly referred to, provided they were included in a previous contract and the legal transactions are of a related nature.
1.2 These Terms and Conditions of Sale apply exclusively. IBIS does not recognize any terms and conditions of the Buyer that conflict with or deviate from these terms unless their validity has been expressly agreed to in writing. Individual agreements remain unaffected by the above provision.
1.3 These conditions apply only to entrepreneurs within the meaning of § 310 (1) BGB (German Civil Code).
1.4 All agreements made between IBIS and the Buyer at the time of contract conclusion shall be recorded in writing. There are no oral side agreements. Any subsequent amendments require written form to be effective. This also applies to any waiver of the written form requirement.
§ 2 Conclusion of Contract
2.1 Offers from IBIS are non-binding and subject to change. Samples are considered non-binding type samples, whereby specification values are only approximate and subject to the usual biological and production-related fluctuations. Changes (especially in form, color, or weight) are reserved within reasonable limits. The documents belonging to the offer do not constitute guarantees of quality but serve merely as guidance for the Buyer.
2.2 IBIS is entitled to accept the Buyer's order within two weeks after receipt. Acceptance is given either in text form or by delivery of the goods.
2.3 The contract is concluded subject to complete and timely self-supply. This reservation does not apply to short-term delivery disruptions or in cases where IBIS is responsible for non-delivery. It only applies if IBIS, despite concluding a congruent covering transaction, is not at fault for not receiving the goods. IBIS shall inform the Buyer immediately of any non-availability. Payments already made by the Buyer will be promptly refunded.
§ 3 Prices and Terms of Payment
3.1 The agreed prices are exclusive of VAT at the applicable statutory rate and exclusive of transport costs, unless otherwise expressly agreed in individual cases.
3.2 IBIS is entitled to adjust prices accordingly if, after conclusion of the contract, cost increases occur, particularly due to price changes by manufacturers. IBIS is obligated to act similarly in the case of cost reductions. IBIS will provide evidence of both cost increases and reductions to the Buyer upon request as soon as and to the extent they occur.
3.3 Invoices are sent exclusively electronically. The payment period is 10 days after receipt of the goods. After this period, the Buyer is in default. The assertion of defects or a reduction does not affect the due date of the remaining purchase price. Defects in part of the delivered goods do not entitle rejection of the entire delivery.
3.4 Payments may only be made by bank transfer and are only considered fulfilled once credited to an IBIS account.
3.5 If, after contract conclusion, a significant deterioration in the Buyer's financial circumstances occurs, which endangers IBIS's claims to counter-performance, or if IBIS becomes aware of the Buyer's lack of liquidity, or if the Buyer defaults on a payment obligation amounting to at least 15% of all IBIS claims, or if the Buyer provided incorrect creditworthiness information at the time of contract conclusion, IBIS is entitled—if under an obligation to perform in advance—to refuse performance until the counter-performance is made or security is provided. If the Buyer, despite being given a reasonable deadline, is not willing to provide counter-performance or security concurrently with IBIS's performance, IBIS is entitled to withdraw from the contract. In such cases, all claims by IBIS become due immediately. Any deferred payments end.
3.6 The Buyer may only set off claims if its counterclaims are legally established, undisputed, or recognized by IBIS. Exempt from this are counterclaims arising from the same contractual relationship. The Buyer may exercise a right of retention only if the counterclaim is based on the same contractual relationship. IBIS is entitled to rights of set-off and retention to the statutory extent.
§ 4 Delivery and Transfer of Risk
4.1 Deliveries by IBIS are made DDP to the agreed delivery point (Incoterms 2020), unless expressly agreed otherwise in individual cases. If dispatch is delayed due to reasons attributable to the Buyer, the risk of accidental damage or loss of the goods passes to the Buyer upon notification of readiness for dispatch.
4.2 Agreed delivery periods and dates are always approximate and generally non-binding, unless expressly agreed otherwise in individual cases. Delivery dates and periods are subject to the condition that the Buyer fulfills its contractual cooperation and payment obligations on time. The defense of unfulfilled contract remains reserved.
4.3 If a non-binding delivery date is exceeded, IBIS is obligated, upon receipt of a written reminder from the Buyer, to deliver within a reasonable period. Upon expiry of this period, IBIS is in default unless IBIS is not responsible for the delay.
4.4 Partial deliveries are permissible if reasonable for the Buyer.
4.5 If the Buyer defaults on acceptance, IBIS is entitled, after setting a reasonable grace period to call off the goods, to withdraw from the contract and claim damages instead of performance.
4.6 Events of force majeure entitle IBIS to postpone delivery for the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part with respect to the part not yet fulfilled. Force majeure includes strikes, lockouts, or unforeseeable, unavoidable circumstances, e.g. operational disruptions, that prevent IBIS from timely delivery despite reasonable efforts. IBIS bears the burden of proof. This also applies if the above hindrances occur during a delay or at a subcontractor. The Buyer may request IBIS to declare within a period of at least two weeks whether it will withdraw or deliver within a reasonable period. If IBIS does not respond, the Buyer may withdraw from the unfulfilled part of the contract. IBIS shall notify the Buyer immediately if such force majeure events occur.
§ 5 Retention of Title
5.1 IBIS retains ownership of the delivery item until receipt of all payments arising from the delivery contract. Furthermore, the goods remain the property of IBIS until all claims against the Buyer have been fulfilled, even if the purchase price for specific deliveries has been paid. In the case of an ongoing account, the retained title serves as security for the balance owed to IBIS.
5.2 The Buyer is obliged to inform IBIS upon request of the extent and location of the retained goods in its possession.
5.3 The Buyer may resell the retained goods in the ordinary course of business. The Buyer hereby assigns to IBIS all claims arising from such resale against its customers or third parties, in the amount of the final invoice total (including VAT) of IBIS’s claims. The Buyer remains authorized to collect these claims even after assignment. IBIS’s right to collect the claim itself remains unaffected. However, IBIS undertakes not to collect the claims as long as the Buyer meets its payment obligations from the collected proceeds, is not in default, and no application for insolvency or settlement proceedings has been filed or payments have ceased. If this is the case, IBIS may demand that the Buyer disclose the assigned claims and their debtors, provide all necessary information for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment.
5.4 In the event of a breach of contract by the Buyer, especially in the case of payment default, IBIS is entitled to take back the retained goods. The taking back of the goods constitutes withdrawal from the contract. IBIS is entitled to resell the goods after taking them back, if possible; the proceeds shall be offset against the Buyer’s liabilities, minus reasonable costs of sale.
5.5 IBIS must be notified immediately of any attachments or seizures of the retained goods by third parties. All costs arising from intervention are borne by the Buyer unless recoverable from third parties.
5.6 If the value of the securities provided to IBIS exceeds IBIS’s claims by more than 10%, the Buyer may request the release of securities at IBIS’s discretion.
§ 6 Warranty
- We confirm that the goods supplied comply with statutory regulations regarding composition, quality, packaging, labeling, and product specification. We initially provide warranty for defects at our discretion by repair or replacement.
- If subsequent performance fails, the customer may, at their discretion, demand a reduction in price or withdrawal from the contract. However, in the case of only minor breaches, especially minor defects, the customer is not entitled to withdraw.
- Defects must be reported in text form without delay, but no later than 14 days after receipt of the goods. In the event of non-compliance with the form or deadline, the goods shall be deemed accepted by merchants. Warranty claims are therefore excluded. The entrepreneur bears the full burden of proof for all claim requirements, especially the defect itself, the time of detection, and the timeliness of the defect notification.
- If the customer demands compensation after failed supplementary performance due to a legal or material defect, the goods remain with the customer if reasonable. Compensation is limited to the difference between the purchase price and the value of the defective goods. This does not apply in cases of intentional breach of contract.
- The warranty period is 1 year from delivery. Warranty is excluded if the customer fails to notify us of the defect in due time. The shortened period and warranty exclusion do not apply to claims for damages resulting from injury to life, body, or health or for damages caused by gross negligence or intent.
- Only the manufacturer’s product description is deemed to constitute the agreed condition of the goods. Public statements, promotions, or advertising by the manufacturer do not constitute contractual specifications.
- No guarantees are provided by us in the legal sense. Manufacturer warranties remain unaffected.
§ 7 Liability
7.1 In all cases where IBIS is liable for damages or reimbursement of expenses on contractual or statutory grounds, IBIS is only liable if IBIS, its executive staff, or vicarious agents are guilty of intent, gross negligence, or injury to life, body, or health. Liability under the Product Liability Act remains unaffected. Liability for the breach of essential contractual obligations (i.e., obligations whose fulfillment enables the proper execution of the contract and on which the contracting party regularly relies) also remains unaffected; however, such liability is limited to the foreseeable, typical damage unless in cases of sentences 1 and 2. The above provisions do not entail a shift in the burden of proof to the disadvantage of the Buyer.
7.2 To the extent that IBIS’s liability for damages is excluded or limited, this also applies to the personal liability of IBIS’s employees, workers, staff, representatives, and agents.
§ 8 Governing Law and Jurisdiction
8.1 The law of the Federal Republic of Germany shall apply, excluding the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG).
8.2 If the Buyer is a merchant, a legal entity under public law, or a special fund under public law, the place of jurisdiction shall be Aachen. IBIS also reserves the right to sue at the Buyer's place of business.
§ 9 Final Provisions
9.1 The Buyer may only assign claims arising from or in connection with this contract with IBIS’s prior written consent. This does not apply to monetary claims against IBIS.
9.2 The contractual language is German. If the parties also use another language, the German wording shall prevail.
9.3 Should individual provisions of these General Terms and Conditions of Sale or the contract become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The parties agree now to replace the invalid provision with one that comes as close as possible to the economic purpose of the invalid provision and that they would have agreed upon had they known of the invalidity. The same applies in the event of any contractual gaps.
Effective: 04/2025