General terms and conditions

General terms and conditions

of IFA Technology GmbH


a) All supplies and services (hereinafter: "Services") of IFA Technology GmbH (hereinafter: "Manufacturer") shall consistently be under the terms and conditions printed below. Deviating terms and conditions shall only be binding if they have expressly been acknowledged by Manufacturer in writing. They shall be applicable towards enterprises, public-law entities and public-law funds (Clients).

b) By acceptance of the present terms and conditions of business without contradiction, Customer declares its agreement with their exclusive validity for the service agreed in the case in question and also for all and any future legal transactions of a related nature, even if reference is not made to these terms and conditions once again. Deviating agreements made for a specific service shall require written form. The validity of the other terms and conditions shall not be affected.

c) Validity of Customer's deviating terms and conditions of business is hereby expressly challenged, also for the event that the latter are transmitted to Manufacturer in commercial letters of confirmation or in any other way and also for the event of Manufacturer rendering the service without reservation despite knowledge of said terms and conditions.


a) Quotations shall be subject to change without notice. Acceptance of Manufacturer's quotations shall only be possible within 60 days.

b) Orders shall be deemed accepted if they have been confirmed in writing by Manufacturer. If delivery is performed without an order confirmation, the invoice shall simultaneously be deemed an order confirmation.

Nature and scope of the services shall be determined according to Manufacturer's order confirmation. In the event of a quotation with binding period of time and its acceptance by Customer in good time, Manufacturer's quotation shall be decisive. Conclusions of contract of a verbal nature or other verbal agreements shall only become binding following written confirmation by Manufacturer. The same shall apply to all and any verbal side-agreements. Manufacturer shall only assume guarantees and grant warranty for procurement risks if they have expressly been designated as such. Otherwise, descriptions of the service shall merely represent quality statements.

c) Cancellations of orders must be in writing. In the event of a cancellation, Manufacturer can demand the agreed remuneration - less expenditure saved - offsetting what it has acquired or has maliciously failed to acquire for use of its working power elsewhere.

d) Manufacturer reserves ownership and copyrights to illustrations, drawings, calculations and other documents. They may not be made accessible to third parties. This shall in particular apply to written documents marked as "confidential"; before they are forwarded to third parties, Customer shall require Manufacturer's express written approval.


a) To the extent not agreed to the contrary, all prices shall be understood exclusive of statutory turnover tax. They shall apply ex warehouse or works inclusive of loading, albeit exclusive of packaging and unloading. Postage, freight, other dispatch charges, customs as well as costs of all and any returns shall be charged to Customer.

b) The agreed price shall be due for payment from date of invoice. Other payment terms (e.g. granting of discount) shall require Manufacturer's written approval. If Customer falls into arrears of payment, Manufacturer shall be entitled to demand default interest to the amount of 8% above the basic rate of interest of the German Civil Code p.a.. If Manufacturer is in a position to prove higher damages from arrears, it shall be entitled to claim them. However, Customer shall be entitled to prove that Manufacturer has incurred no or considerably less damage as a result of the arrears in payment.

c) Payment by bill or cheque shall be with a view to performance. Discount allowances etc. shall be charged to Customer. Offset by Customer against all and any counterclaims shall only be possible if said counterclaims have been acknowledged in writing by Manufacturer, are undisputed or legally effective. The same shall apply with a view to all and any right of retention of Customer.

d) If Customer is in arrears of payment or if circumstances indicating a considerable deterioration of its economic situation or its creditworthiness, as the case may be, exist, Manufacturer shall be entitled, following the fruitless expiry of a suitable period of grace, only to perform subsequent services against payment in advance or provision of collateral customary with banks or to withdraw from the contract and, in the event of arrears in payment, to demand damages in lieu of performance.

e) To the extent that higher wage, material or distribution costs unforeseeable for Manufacturer are incurred in the time between ordering and call of the service, Manufacturer shall reserve the right to a suitable price change. The statutory turnover tax, which has not been included in the prices, shall be stated separately on the invoice at the amount valid on the day of invoicing.


a) To the extent that nothing to the contrary results from the order confirmation, all deliveries have been agreed "ex works". The delivery date shall be understood leaving works. Delivery periods shall only be approximate to the extent not expressly confirmed as binding. Compliance with delivery periods shall presuppose fulfilment of Customer's contractual duties and clarification of all technical and commercial questions between the contracting parties. If Customer has to procure documents, approvals and releases or to make an advance payment, the delivery period shall only commence following performance of said duties. A delivery period shall be deemed complied with if the performance has left Manufacturer's works or readiness to render has been notified to Customer before its expiry.

b) A suitable extension of delivery periods shall also take place in incidents outside Manufacturer's sphere of influence, for example strikes, industrial disputes, lock-outs and similar, regardless of whether they occur directly with Manufacturer or with its suppliers. Compliance with the delivery period shall further be subject to correct and punctual delivery to Manufacturer, which shall notify delays looming ahead as soon as possible.

c) To the extent that nothing to the contrary has been agreed, Manufacturer shall be entitled to provide part services, to the extent that they can be reasonably expected of Customer. To this extent, Customer shall be obliged to acceptance or inspection, as the case may be.

d) An assembly period shall be complied with if, by its expiry, assembly is ready for inspection by Customer, in the event of a contractually planned trial run for its performance. If assembly is delayed by means of industrial dispute, in particular strike and lock-out, and occurrence of circumstances for which Manufacturer is not answerable or circumstances for which Customer is answerable, to the extent that such obstacles can be proven to have a considerable influence on the completion of the assembly, a suitable extension of the assembly period shall take place; this shall also apply if such circumstances occur after Manufacturer has fallen into arrears.

If Customer sets a suitable period for Manufacturer for performance – taking the statutory exceptional cases into due account – following maturity and if the period is not complied with, Customer shall be entitled to withdraw within the framework of the statutory provisions. Further claims on account of arrears shall exclusively be based on Section 7. a) of the present general terms and conditions of business.


a) The price risk shall pass to Customer no later than dispatch of the object of service to Customer, regardless of whether Manufacturer has assumed further services such as dispatch costs. By Customer's request, transport insurance for the consignment in question can be concluded at its expense.

b) As a deviation from the provision in a), the price risk shall pass to Customer as early as the time of notification of readiness for dispatch if the service is delayed as a result of circumstances for which Customer is answerable. To this extent also, an insurance covering this risk can be concluded at Customer's request and expense.

c) To the extent that an inspection is to take place, it shall be decisive for the bearing of risks. It must take place without delay as per the date of inspection, alternatively following Manufacturer's notification of readiness for inspection. Customer may not reject inspection if an inconsiderable defect exists. The fact that Customer does not inspect the work within a suitable period set for it by Manufacturer, although it is obliged to do so, shall be equated to inspection.


a) Until complete payment of the purchase price or the work wage and until payment of all past and future deliveries within the business relationships – including all subsidiary receivables – the supplied commodity shall remain Manufacturer's property. This shall also apply if the price for certain deliveries of goods specified by Customer has already been paid.

b) In current account, the reserved ownership shall be deemed collateral for Manufacturer's balance claim.

c) Sale of the commodities shall be permitted for Customer in the regular course of business (i.e. not, for example, transfer by way of security, pledging, en bloc sale or clearance sales) and only as long as it is not in arrears with its contractual duties.

d) In the event of sale, Customer hereby irrevocably assigns the claims accruing to it from the sale, machining or processing or for any other reason to the amount of the value of the conditional commodities as well as a claim to hand-over on account of reserved title to Manufacturer by way of security. Further, insurance claims from damage, loss or theft shall likewise be assigned. Manufacturer hereby accepts said assignment.

e) In resale of conditional commodities processed or blended with goods not coming from Manufacturer, Customer's claim shall be assigned to Manufacturer in the ratio of the invoice value of the processed conditional commodities to the procurement price of the other processed commodities. Further, ownership to the new object shall accrue to Manufacturer in the ratio of the invoice value of the processed conditional commodities to the procurement price of the other processed commodities. Manufacturer shall be deemed the manufacturer of the objects according to § 950 German Civil Code. In addition, the same shall apply to the new object as for the conditional commodities.

f) In the event of seizures or other interventions by third parties, Manufacturer shall be notified in writing without delay, so that it can initiate proceedings pursuant to § 771, Code of Civil Proceedings. To the extent that the third party is not in a position to reimburse the judicial and extrajudicial costs of initiation of proceedings pursuant to § 771 Code of Civil Proceedings, Customer shall be liable for the losses suffered by Manufacturer.

g) If Customer uses the commodities supplied by Manufacturer on the basis of a contract for works and services, it hereby assigns its claim to work wages against its client to Manufacturer to the amount of the claim still in existence, Manufacturer hereby accepting the assignment. Said assignment is also to apply if the conditional commodities have been machined or processed beforehand by Customer or if they have been sold to a plurality of customers.

h) In the event of arrears or if the prerequisites for premature maturity have been fulfilled, Manufacturer shall be entitled to revoke the authorisation for collection of claims and to disclose the assignment.

i) Manufacturer engages to release the aforementioned collateral - at its choice - if its value lastingly exceeds the claim to be secured by 10%.

j) In the event of breach of contract by Customer, in particular in arrears in payment, Manufacturer shall be entitled to take the object of purchase back. Manufacturer shall be entitled to access to the location in question. Customer shall expressly grant warranty in this regard. Taking the goods back shall only portray withdrawal from the contract if this is expressly declared in writing. In the event of taking back, Manufacturer shall grant credits to the amount of the value of the goods which has been reduced in the meantime (aging) against the overall receivables.

k) Manufacturer shall be entitled to insure the conditional commodities against theft, breakage, fire, water and other damage at Customer's expense to the extent that Customer cannot prove the maintenance of such insurances itself.


a) Customer's warranty rights shall presuppose that the latter has properly complied with its duties to examination and notification of defects owed pursuant to § 377, German Commercial Code.

b) To the extent not agreed to the contrary or nothing to the contrary results from the following directives, the general rules of the German Civil Code shall apply to Manufacturer's warranty. Manufacturer warrants that the services contain quality properties expressly agreed. To the extent that no quality has been agreed, Manufacturer warrants the suitability of the service for the contractually presupposed or usual use customary in deliveries and services of this kind which Customer shall expect from deliveries and services of this kind. Further, there is warranty that no third-party rights contradict the passage of the agreed authorisations to Customer.
On the other hand, Manufacturer shall not be liable for its public expressions or those of a manufacturer other than it if and insofar as Customer cannot prove that the statement was decisive for a decision to order, Manufacturer did not know or did not have to know of the comment or the comment was justified at the time of the decision to place an order.

Further, Manufacturer shall not be liable for inconsiderable defects only slightly reducing the value or the usefulness of the services. This shall in particular be the case if a defect disappears of its own accord or can be remedied by Customer with merely slight efforts. If Customer or a third party carries out alterations or maintenance work without Manufacturer's prior written approval, Manufacturer shall not vouch for the detrimental consequences resulting herefrom. Likewise, no warranty shall be assumed for unsuitable or improper use, defective assembly or commissioning by Customer or by third parties. Customer shall only have the right to remedy defects itself or have them remedied by third parties and to demand reimbursement of the necessary costs by Manufacturer in urgent cases of a risk to operational safety for disproportionately large damage, in which context Manufacturer is to be notified immediately, or if Manufacturer has failed to comply with a suitable period of time set for it for remedying of the defect.

c) Subject to punctual notification of defects and notwithstanding the regulation in sub-section g) of this provision, Manufacturer shall be liable for defects in the service which can be proven to have existed at passage of risk in that the service is reworked or replaced at its choice. To this extent, Manufacturer shall be granted an opportunity of subsequent performance within a suitable period of time.

d) Manufacturer engages to support Customer in troubleshooting. The costs incurred in this context shall be borne by Customer to the extent that the defect cannot be provably ascribed to Manufacturer. The services in question shall be remunerated separately in accordance with the list of prices and terms and conditions valid at the time in question.

e) After-working shall also be deemed successful if the defect has been remedied or if Manufacturer has demonstrated reasonable possibilities of minimising the effects of the defect and thus limiting them to an extent compatible with the purpose of use. Customer shall grant the time and opportunity necessary to perform all the replacement deliveries and improvements appearing necessary; otherwise, Customer shall be released from the liability for the consequences resulting therefrom. Of the costs incurred as a result of the after-working or replacement delivery, as the case may be, Manufacturer shall bear the costs of the replacement item including dispatch, suitable costs of dismantling and installation as well as the costs of all and any provision of fitters which may be necessary in the event of the complaint proving to be justified. Claims to damages and reimbursement of expenditure shall remain unaffected to the extent that they have not been ruled out pursuant to Section 8. of the present agreement.

f) All claims by Customer on account of defects shall be barred in any case 12 months from the time of provision of the object of delivery or - to the extent contractually agreed or prescribed by law - from inspection. Limitation for defects of a construction or construction materials and for defects leading to injuries of life. limb or health and defects, existence of which Manufacturer has deceitfully withheld or for absence of which it has assumed a guarantee, shall remain unaffected.

g) If after-working finally fails, Customer can withdraw from the contract, reduce the purchase price or terminate an existing continuing obligation under statutory preconditions and at its own choice.

h) Further contractual and extra-contractual claims of Customer have been ruled out, notwithstanding the provision pursuant to Section 8 of these general terms and conditions of business.

i) If use of the object of delivery leads to a breach of industrial protection rights or copyrights in this country, Manufacturer shall, at its expense, procure the right to further use for Manufacturer as a matter of principle or modify the object of delivery in a way reasonably to be expected of Customer such that the breach of the protective right no longer exists.

If this is not possible at economically suitable terms or in a suitable period of time, Customer shall be entitled to withdraw from the contract. A right to withdrawal from the contract shall also accrue to Manufacturer under the aforementioned conditions.

Over and above this, Manufacturer shall hold Customer harmless against undisputed or legally effective claims of the owners of the protective rights in question.

Manufacturer's duties stated in Section 7 of the present general terms and conditions of business shall be final for the event of a breach of protective or copyrights, subject to the provisions in Section 8.

They shall only exist if

- Customer informs Manufacturer without delay about the breaches of protective or copyrights being claimed,

- Customer supports Manufacturer to a suitable extent in defending the claims being made or makes it possible for Manufacturer to carry out the modification measures pursuant to sub-section h),

- all defence measures. including extrajudicial regulation, remain reserved for Manufacturer,

- the defect in title is not based on an instruction from Customer and

- the breach of rights has not been caused by the fact that Customer has high-handedly amended the object of delivery or has changed it in a non-contractual way.


a) Claims to damages from contract, relationships similar to a contract and from tort based on conduct by employees, assistants or vicarious agents of Manufacturer shall only exist to the following extent:

- for malice aforethought, to the complete amount,

- for gross negligence and absence of a property for which Manufacturer has assumed a guarantee, only to the amount of the foreseeable damage typically occurring which is to be prevented by the breached duty or the guarantee;

- in slight negligence only from a breach of a cardinal contractual duty if the purpose of the contract is jeopardised as a result, albeit always limited to € 1,000,000.00 per case of damage and a maximum of € 5,000,000.00 from the contract;

- to the extent that Manufacturer is insured against the damage in the aforementioned cases, only within the framework of the insurance coverage and with the suspensive condition of payment by the insurance. If the foreseeable risk of economic damage exceeds the aforementioned sums at conclusion of the contract in Customer's opinion, Manufacturer shall agree further-reaching insurance protection following individual agreement by request of Customer.

b) The limitation of liability pursuant to sub-section a) of this provision shall not apply to liability for personal damage or to liability according to the Product Liability Act.

c) Manufacturer reserves the right the curtail the claim to reimbursement by Customer's co-culpability (§ 254 German Civil Code).

d) Period of barring for all claims against Manufacturer for damages or reimbursement of vain expenditure in contractual and extra-contractual liability shall be one year. This shall not apply to malice aforethought or grossly negligent conduct or in the event of personal damage. The statutory directives shall apply with a view to the start and the duration of the period of limitation.

e) If the object of delivery cannot be used contractually by Customer due to Manufacturer's culpability as a result of omitted or defective performance or suggestions and consultancy before or after conclusion of the contract or other subsidiary contractual duties, the provisions in Sections 7. and 8. of the present general terms and conditions of business shall apply, ruling out all further claims of Customer.

f) Further-reaching liability for damages than that in the above sub-sections a) to c) has been ruled out without regard for the legal nature of the claim being made.


a) Place of performance and place of jurisdiction for all duties and disputes arising from the contractual relationship shall be D-86641 Rain. However, Manufacturer shall at its own choice be entitled to sue Customer at the latter's headquarters.

b) All contractual agreements and the entire legal relationships between Manufacturer and Customer shall exclusively be governed by the law of the Federal Republic of Germany. UN purchase law shall not be applicable.

c) An amendment or all and any ineffectivity of individual provisions shall not affect the validity of the remainder of the general terms and conditions of business. In the event of a provision being effective, the parties agree to replace the ineffective regulation by one admissible by law which comes closest to the commercial purpose of the ineffective regulation.

IFA Technology GmbH
Rain am Lech, January 2014