General Terms and Conditions of Sale of ID Ingenieure & Dienstleistungen GmbH for Deliveries and Services

1. The following terms and conditions apply to all deliveries and services of ID Ingenieure & Dienstleistungen GmbH (hereinafter referred to as “ID”) and the customer and are deemed to be an integral part of the contract concluded between ID and the customer. The customer’s own terms and conditions shall not become part of the contract even if ID does not expressly object to them upon acceptance of the order.
2. Verbal collateral agreements to concluded contracts do not exist. Collateral agreements and contract amendments must be in writing to be effective. This formal requirement cannot be waived or invalidated either verbally or tacitly.

1. Offers from ID are always non-binding and subject to change. The documents, illustrations, drawings, dimensions and weight specifications pertaining to the offer are only approximately authoritative, unless they are expressly designated as binding.
2. ID reserves all ownership and copyrights to samples, cost estimates, drawings or similar information of a physical and non-physical nature – also in electronic form; they may not be made accessible to third parties. ID undertakes to make information and documents designated as confidential by the customer accessible to third parties only with the customer’s consent. (3) A contract is only concluded with the written order confirmation from ID by letter, fax or email.

1. The delivery time results from the agreements between ID and the customer. It is only binding as a fixed date if this has been expressly agreed. Compliance by ID presupposes that all commercial and technical contract details between the contracting parties have been finally clarified and that the customer has fulfilled all obligations incumbent upon them, such as special cooperation actions, provisions or down payments. If this is not the case, the delivery time shall be extended appropriately. In the event of subsequent changes to the scope of delivery that become necessary or are requested by the customer, the delivery time shall also be extended appropriately.
2. Insofar as a delivery delay is attributable to unforeseeable circumstances for which ID is not responsible, ID shall not be liable for the delay; the delivery/service time shall be extended appropriately. This also applies in the event of defective or non-timely delivery to ID itself, provided that ID has made an equivalent cover purchase and is not at fault for the defective or non-timely delivery to ID itself. ID will notify the customer of the beginning and end of such circumstances as soon as possible.
3. If unforeseeable circumstances within the meaning of paragraph 2, for which ID is not responsible, make the performance of the contract more difficult for ID for an unforeseeable period or to an extent that endangers the purpose of the contract, and the impediment to performance cannot be overcome by ID with reasonable effort, ID shall have the right to withdraw from the contract. In such cases, ID is obliged to inform the customer immediately about the circumstances impeding performance and, after exercising the right of withdrawal, to immediately reimburse the customer for any consideration already received. Claims of the customer exceeding the reimbursement claims are excluded.

1. For the dispatch of goods from ID to the customer, the INCOTERMS dispatch clauses in their most current version shall be contractually included. Unless otherwise agreed, all dispatch deliveries from ID shall be made in accordance with the INCOTERMS dispatch clause “EXW (Ex Works) ID manufacturer’s plant”. If it is agreed that ID insures the transport, this only covers the transport from the manufacturer’s plant to the border of the customer’s company premises.
2. Unless otherwise agreed, all invoices issued by ID are payable within 30 days of receipt by the customer without deduction to the account specified by ID. The date of credit entry to ID’s account is decisive for the timeliness of payment.
3. ID reserves the right to demand advance payment or a down payment from the customer.
4. Agreed prices are, unless otherwise stated, net prices without the applicable statutory value added tax at the rate applicable at the time of delivery or service.

1. ID retains ownership of the object of the purchase contract, contract for work and materials or works contract until all payment obligations – also for any additionally owed ancillary services – arising from the respective contract have been fulfilled in full.
2. Until all payment obligations have been fulfilled in full, the customer may neither sell the object subject to retention of title nor pledge it or assign it as security.
3. The customer is only entitled to process or sell the goods in the ordinary course of business, but not to pledge them or assign them as security, before all payment obligations have been fulfilled if the customer has recognizably ordered the goods as an integrator or other intermediary and as long as the customer is not in default of payment or there is no reason to file for insolvency. The customer hereby assigns in advance to ID all claims against third parties arising from the processing or sale to secure ID’s payment claims. This assignment applies regardless of whether the reserved goods have been sold without or after processing. Irrespective of the assignment, the customer remains entitled to collect the claim and ID will not collect the claim as long as the customer is not in default of payment or there is no reason to file for insolvency. The processing and connection of the reserved goods by the customer takes place exclusively for ID. In the event of connection with other movable objects not belonging to ID, ID shall be entitled to co-ownership of the new object in the ratio of the acquisition values of the reserved goods and the other objects connected to them at the time of processing.
4. In the event of seizures as well as confiscation or other dispositions by third parties, the customer must notify ID immediately.

The customer shall only be entitled to withhold payments or other own services or to offset them against counterclaims to the extent that their right of retention or their counterclaims are undisputed, legally established or ready for a decision in favor of the customer. The customer’s right to raise the defense of non-performance of the contract remains unaffected.

1. If there are defects in the object of purchase or in the work performance at the time of the transfer of risk, ID shall be liable, to the exclusion of further claims, in accordance with the following provisions:
2. ID will, at its own discretion, either rework all defective parts of the object of the contract free of charge or replace them with defect-free parts (“subsequent performance”). In doing so, ID will choose the form of subsequent performance that is suitable taking into account all the circumstances and proportionate with regard to the costs involved. In the event of a replacement delivery, the customer shall compensate ID for the use of the replaced original delivery item that has taken place (§§ 346 – 348 BGB).
3. The place of performance for the subsequent performance is the agreed destination of the object of the contract. ID reserves the right to carry out repair work, if necessary, at ID’s plant. ID shall regularly bear the expenses of the subsequent performance, including the transport, travel, labor and material costs (including the removal and installation or attachment within the meaning of § 439 para. 3 BGB, insofar as the object of the contract was installed in another item or attached to another item in accordance with its nature and its contractually intended purpose) up to the place of performance of the subsequent performance. In this context, ID is free to reduce the expenses of the subsequent performance (including the removal and installation or attachment within the meaning of § 439 para. 3 BGB) by self-performance of all necessary work, insofar as this is reasonable for the customer. ID reserves the right to refuse subsequent performance or the expenses of subsequent performance if these are associated with disproportionate costs within the meaning of § 439 para. 4 BGB. If the object of the contract has been taken by the customer to a place other than the contractually agreed destination and the expenses of the subsequent performance are increased as a result, the additional expenses shall be borne by the customer on the basis of ID’s price list valid at the time of performance, which will be handed out to the customer on request. Insofar as additional costs incurred abroad are to be borne by the customer, these shall be based on the billing rates valid in the respective country.
4. The customer is only entitled to withdraw from the contract or reduce the contract price due to a defect if ID – subject to the statutory exceptions – has allowed a reasonable deadline set for the repair or replacement delivery to expire fruitlessly or if the subsequent performance has repeatedly failed and a further attempt at subsequent performance is not reasonable for the customer. In these cases, the right to withdraw is limited to defects that restrict the usability.
5. Claims for damages can only be asserted in accordance with § 7.
6. Usual wear and tear of components or tools within the scope of the intended use does not constitute any claims for defects.
7. The assertion of claims for defects is excluded if the defect is based on the fact that the customer does not follow the installation or operating instructions, fails to perform necessary maintenance of the object of the contract or performs it in contradiction to the maintenance regulations (operating instructions). In principle, original ID spare and wear parts must be used as part of the maintenance
8. If the customer, with the necessary consent of ID, takes action in self-performance to remedy defects to which ID would be obliged according to the above provisions, the customer shall not be deemed to be an auxiliary person of ID in this respect. ID shall only be liable for the consequences of self-performance if the customer has acted in accordance with ID’s specifications. ID will reimburse the customer for the costs of self-performance up to the amount of the expenses that ID would have had to bear without the self-performance by the customer.

1. ID shall only be liable for damages that have not occurred to the object of the contract itself – for whatever legal reason -:
   • in the event of intent, or
   • in the event of gross negligence on the part of the owner, the legal representatives, the executive bodies or leading vicarious agents, or
   • in the event of culpable injury to life, body, health, or
   • in the event of defects that ID has fraudulently concealed, or
   • within the scope of a guarantee commitment, or
   • insofar as there is mandatory liability under the Product Liability Act for personal injury or property damage.

   In the event of culpable breach of essential contractual obligations (in particular the obligation to deliver on time and without defects), ID shall also be liable in the event of gross negligence on the part of non-executive vicarious agents and in the event of slight negligence, in the latter case limited to the contractually typical, reasonably foreseeable damage.

   Further claims are excluded.

2. ID’s liability is excluded in particular in the following cases, insofar as they are not attributable to ID: Unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, usual wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences. If the customer or a third party improperly repairs the goods, ID shall not be liable for the resulting consequences. The same applies to changes to the object of purchase/service without prior approval from ID.

1. Claims for defects, regardless of the legal basis, shall become statute-barred, unless otherwise agreed, upon expiry of twelve months
   1. from delivery (in the case of a purchase without ID’s obligation to install or set up the object of the contract),
   2. from the successful acceptance or acceptance deemed to have taken place of the object of the contract (see § 9 paragraph 5.) by the customer (in the case of a purchase with ID’s obligation to install or set up the object of the contract, see § 9, as well as for work services that do not have the construction of a building as their object).
2. If ID provides services for subsequent performance, the limitation period for claims for defects shall only begin to run again if ID has unconditionally acknowledged the obligation to provide subsequent performance. An acknowledgement of the obligation to provide subsequent performance given by ID shall only cause the limitation period to begin again with regard to the acknowledged defects. Services for subsequent performance that ID provides as a gesture of goodwill do not constitute an acknowledgement of the alleged defects that triggers the recommencement of the limitation period.
3. In all other respects, all other claims of the customer against ID – regardless of the legal basis – shall become statute-barred upon expiry of twelve months from the point in time at which the customer became aware of them or should have become aware of them without gross negligence.
4. The statutory limitation periods for recourse claims due to supplier recourse (§ 445b BGB), in the event of intent, for claims under the Product Liability Act or for work services that have a building as their object shall remain unaffected.

1. If a preliminary acceptance at ID’s plant has been agreed prior to delivery of the object of the contract, a standard procedure defined by ID will be carried out to prove functionality. A record of this will be created, which must be signed by both parties. If necessary, the customer must provide sample parts for test runs in good time before the preliminary acceptance.
2. The customer may refuse to accept the object of the contract – without prejudice to other claims for defects – only if there is a material defect. Partial deliveries are permissible insofar as they are reasonable for the customer.
3. ID is only obliged to bring in the object of the contract (= bringing the delivery item from the means of transport to the installation location) if this has been expressly agreed.
   If the bringing in by ID has been agreed, ID owes the following services and ID bears the risk limited by the following obligations of the customer during the duration of the bringing in: The object of the contract including all accessories is unloaded from the transport vehicle by a transport company commissioned by ID, transported to the installation location and positioned at the installation location.
   The customer must support ID free of charge during the bringing in and ensure that
   • the installation location is free of obstacles,
   • the transport route runs at ground level in one piece and is free of interfering contours. A renewed lifting of the object of the contract at the installation location is not included in the scope of services.
4. ID is only obliged to set up the object of the contract if this has been expressly agreed.
   • The object of the contract is set up at the final installation location by an ID service technician or by a partner commissioned by ID. All requirements to be fulfilled by the customer can be found in the installation and operating conditions as well as in the ID installation plan, which ID hands over to the customer with the order confirmation, and must be fulfilled by the customer on time. In order to ensure a quick and smooth process, the customer must provide the service technician responsible for the installation with appropriate auxiliary personnel and, if necessary, lifting equipment free of charge.
   • After installation, commissioning including functional testing is carried out by an ID service technician as part of a standard procedure defined by ID. If it is an “incomplete machine” within the meaning of the EC Machinery Directive 2006/42/EC, only the functional testing is carried out, but not commissioning by ID.
5. If acceptance is contractually agreed or required by law, the object of the contract shall be accepted as part of a standard procedure defined by ID.
   • The customer is obliged to accept the goods as soon as the functional testing has been completed, unless there is a defect that restricts the usability. If partial functions of the object of the contract can be used independently for production purposes and are ready for acceptance, the customer is obliged to carry out partial acceptances. A record of the (partial) acceptance will be created, which must be signed by both parties.
   • The (partial) acceptance shall also be deemed to have taken place if the customer
     • does not declare acceptance within a reasonable period of time set for them despite an existing obligation to accept or refuses to do so even after repeated requests from ID or
     • delays the commissioning or functional testing without a significant reason and ID has then set the customer a reasonable deadline for cooperation, which has expired unsuccessfully, or
     • puts the object of the contract into operation for production purposes.
6. Unforeseen obstacles or technical malfunctions must be eliminated by the customer immediately. Additional services required beyond the owed services or waiting times of ID that cannot be used otherwise shall be paid separately by the customer in accordance with ID’s price list valid at the time of service; additional costs of the third party commissioned by ID shall be reimbursed by the customer. This does not apply if the additional services, waiting times, or additional costs are based on circumstances for which ID or the third party commissioned by ID is responsible. If the execution of the services is delayed for reasons for which neither ID nor the third party commissioned by ID is responsible, ID may set a reasonable deadline for the customer to remedy the obstacles. After unsuccessful expiry of the deadline, ID may refuse to execute the services; the customer may not invoke that the services have not been rendered. ID may demand payment of the agreed remuneration less the expenses saved and the income from any other use of its own labor.
7. If ID is responsible for a delay in delivery and the customer incurs damage as a result, the customer is entitled to demand a lump-sum compensation for delay from the second week after the delay occurs. It amounts to 0.5% for each full week of delay, but no more than 5% of the value of that part of the total delivery that was not provided on time as a result of the delay in delivery. Any further claim for damages due to delay exists only if one of the exceptions to the limitations of liability listed in § 7 applies.
8. The import, export, or other transfer of the delivery item or individual components may be subject to a licensing requirement in Germany or abroad under certain conditions. The customer is responsible for obtaining the necessary official permits in good time.

If the subject matter of the contract infringes industrial property rights or copyrights of third parties in Germany, ID will, at its own expense, procure for the customer the right to continue use or modify the object of purchase in a manner reasonable for the customer so that the infringement of property rights no longer exists. If this is not possible under economically reasonable conditions or within a reasonable period, both the customer and ID are entitled to withdraw from the contract.

The aforementioned obligations of ID are exhaustive in the event of infringement of property rights or copyrights. They only exist if

• the customer has not contributed to an increase in damage by a delayed notification of the asserted infringements of property rights or copyrights,
• the customer supports ID to a reasonable extent in defending against the asserted claims and enables ID to carry out the modification measures in accordance with the above paragraph,
• ID reserves all defensive measures, including out-of-court settlements, and
• the legal defect or the infringement of rights is not based on a cause set by the customer himself, in particular on a specification of the customer or on the fact that the customer has independently modified the object of the contract or used it in a manner not in accordance with the contract.

1. During the initiation and execution of the contract, the processing of contact and interaction data of contact persons of the customer is necessary. ID processes this personal data on the basis of a legitimate interest to ensure the traceability of the business relationship and to support communication during the execution of the contractual relationship.
2. For the initiation and execution of the contracts as well as later services, ID transmits employee contact data to the customer in order to enable orderly communication and service execution. The customer may only use this data for the execution of the respective contractual relationship with ID.

1. If software is included in the scope of delivery, the customer is granted the non-exclusive right to use the delivered software including its documentation. It is provided for use on the designated delivery item. The use of the software on more than one system is prohibited.
2. The customer may only duplicate, revise, translate, or convert the software from object code to source code to the extent permitted by law (§§ 69 a ff. UrhG).
3. The customer undertakes not to remove manufacturer information or to change it without the prior express consent of the supplier. This applies in particular to copyright notices.
4. All other rights to the software and the documentation, including copies, remain with ID or the software supplier. The granting of sublicenses is not permitted.

1. German substantive law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The German language applies both as the contract language, the language of negotiation and in the interpretation of the contract text. If these terms and conditions are written in a language other than German, the German version shall prevail both with regard to the interpretation and in the event of deviations. The version in another language is for information purposes only and as a demonstration object.
3. The exclusive place of jurisdiction for all disputes arising from the respective contractual relationship is Euskirchen. ID reserves the right to bring an action at the customer’s legal place of jurisdiction.
4. Should a provision of these conditions be or become invalid, this shall not affect the validity of the remaining provisions. An effective provision that comes closest to the intended economic purpose shall take the place of the invalid provision. The same applies in the event of a loophole.