General Terms and Conditions of Infrastep GmbH

1. Scope

The following terms and conditions apply to all our deliveries and services in business transactions with entrepreneurs according to § 14 BGB, merchants according to the German Commercial Code, legal entities under private and public law as well as tradespeople. They also apply to all future transactions with entrepreneurial contractual partners without renewed special notice and without us expressly referring to them in future transactions. We hereby expressly object to any deviating and conflicting terms and conditions of our contractual partners, also with effect for future transactions. Even by unconditional execution of the contract, we do not recognize the terms and conditions of our contractual partners. Agreements and side agreements deviating from these conditions require written form.
If there are delays in performance due to obstacles and operational disruptions for which we are not responsible and which were not foreseeable at the time of conclusion of the contract and which have a significant influence on the manufacture or delivery of the contractual item, the performance period shall be extended by the duration until they are remedied. This also applies if such circumstances occur at suppliers and we are not at fault for precaution or assumption. If the execution of the contract becomes unreasonable for one party in whole or in part, it may withdraw from the contract.

2. Offer, Conclusion of Contract, Content

Our offers of goods and services are non-binding; catalogues as well as all other sales documents, instructions and technical data sheets, information from manufacturers or their assistants within the meaning of § 434 para. 1 no. 3 BGB, including those in electronic form, do not constitute assurances of properties and/or guarantees of properties. Contracts are concluded exclusively by the customer's written acceptance (fax) of our written offers (offer letters). Only our offer letter is binding for the content of the contract.

3. Prices, Terms of Payment, Default in Payment

Only the prices listed in our offer letter apply. Shipping and transport costs may be incurred in accordance with our offer letter. Our invoices are generally - subject to other agreements according to our offer letter - payable immediately upon receipt without deduction and due. If payment is not made, the customer is in default within the meaning of § 286 BGB due to our reminder. If a different payment term is agreed according to our offer, default occurs without a reminder when the payment term is exceeded. From the time of default, we are entitled to charge default interest on the invoice amount at a rate of 8 percentage points above the respective base interest rate. Payments will be offset against open claims or in accordance with § 367 BGB at our discretion. Our contractual partners only have a right of set-off and/or a right of retention for undisputed or legally established claims.

4. Delivery and Shipping

All orders are generally delivered to the delivery address specified in the order within the territory of the Federal Republic of Germany. Shipping, loading and transport are always at the risk and expense of the business partner or customer. The correct shipping method is determined by us. The risk of accidental loss of or damage to the goods passes to the customer when they are handed over to the carrier. Stated delivery periods and dates are in any case non-binding. Fixed-date transactions according to § 376 HGB require express written agreement. The customer already agrees that partial deliveries as well as production-related over- or under-deliveries within a reasonable scope are permissible. Infrastep GmbH is free at its own discretion to carry out delivery by its own vehicles or by a third-party carrier. In the case of firmly agreed delivery dates (fixed-date transaction, written agreement), the deadline is met if the goods have left our warehouse/plant by the end of the period. Delivery dates are extended accordingly in the event of delay on the part of our supplier. In the event of our own delay, a reasonable grace period must be granted to us. After unsuccessful expiry, our business partner may withdraw.

5. Compensation for Damages

Infrastep GmbH is not liable for damages in the event of delays in deliveries or other performance disruptions, unless there is intent or gross negligence. This applies in particular to consequential damages.

6. Force Majeure

Cases of force majeure as well as measures by authorities, strikes and other events unavoidable for Infrastep GmbH release Infrastep GmbH from the delivery obligation. Events of force majeure at our company or our suppliers entitle us to suspend deliveries for the duration and scope of the hindrance or, at our discretion, to withdraw from the contract in whole or in part by notifying the buyer, to the extent permitted by law, excluding any claims. Force majeure includes in particular strikes in our companies or those of our suppliers as well as companies (carriers, transporters) on whose cooperation we depend, import bans, transport disruptions, fire damage, etc.

7. Retention of Title

The delivered goods remain the property of Infrastep GmbH (goods subject to retention of title) until full payment of all present or future claims arising from the business relationship, regardless of the legal basis. Drawing a balance from a current account and acknowledgment do not affect the retention of title. Our business partner may only resell the goods subject to retention of title in the ordinary course of business if he has not assigned the claim from the resale in advance to third parties, or the goods subject to retention of title have been pledged or transferred by way of security and he must suspend his payments. In the event of resale, the business partner hereby already assigns to us in advance the claims to which he is entitled from the resale against his customers in full with all ancillary rights in advance, to fulfill all our claims arising from the business relationship. If the securities from the simple, extended or prolonged retention of title exceed our claims to be secured by more than 20%, we will release fully paid deliveries at our discretion in individual cases. Upon simple request by us, the assigned claims must be specified precisely. The authority to resell goods subject to retention of title in the ordinary course of business ends with the suspension of payment by our business partner or when an application is made for the opening of insolvency or composition proceedings over his assets. We must be notified immediately of any seizure or other intervention by third parties in our goods subject to retention of title and every assistance must be given to us to safeguard our rights. Furthermore, our business partners must provide all information and documents necessary to assert our rights. In particular, access to his books and invoices must be permitted. All costs incurred in asserting our security rights shall be borne by our business partner.

8. Warranty, Guarantee

Warranty claims can only be asserted by the customer against Line Up for such defects that are reported to Line Up in writing without delay. Without delay is usually: for the delivery of other goods within 48 hours of receipt of the goods, for defects that are not recognizable despite proper inspection of the goods within 24 hours of discovery of the defect, but at the latest 14 days after delivery of the goods. In the case of material defects, the customer's right is limited, at Line Up's discretion, to rectification of the defect or replacement with a defect-free item; only after unsuccessful rectification or failure to deliver a replacement can a reduction in the purchase price or withdrawal from the contract be made. The regulation does not apply to complaints about goods that the customer resells. The provision of § 377 HGB remains unaffected.

9. Place of Performance, Jurisdiction, Choice of Law, Partial Invalidity

The place of performance and jurisdiction for all disputes - including bills of exchange and cheque actions - is Mönchengladbach. We are entitled to sue the business partner or other debtor at the court responsible for his registered office. German law applies exclusively to the business relationship. The invalidity of individual provisions of these terms and conditions does not affect the validity of the others.