General Terms and Conditions of Ilgenfritz Mechatronics GmbH
Status: 07.2024
General
1.1 Ilgenfritz Mechatronics GmbH and the customer are the contractual partners within the scope of the following General Terms and Conditions. Further information on our communication data and legal representation can be found in the provider identification.
1.2 These General Terms and Conditions apply exclusively to our (“Ilgenfritz Mechatronics GmbH”) deliveries and services to entrepreneurs within the meaning of § 14 BGB (hereinafter referred to as “customer/customers”); we only recognize general terms and conditions/purchasing conditions of the customer that conflict with or deviate from our General Terms and Conditions insofar as we have expressly agreed to them in writing. They shall also have no effect if we have not objected to them in individual cases.
1.3 These GTC shall NOT apply to consumers within the meaning of Section 13 BGB.
1.4 Unless otherwise agreed, the GTC in the version valid at the time of the customer's order or in the version last communicated to him in text form shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.
1.5 Individual agreements made with the customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
1.6 Legally relevant declarations and notifications by the customer in relation to the contract (e.g. setting a deadline, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, shall remain unaffected.
1.7 Our services include the sale of products to customers, in particular via the online store on our website (“online shop order”). In addition, we provide repair services to customers, in particular for electronic boxes, control units, instrument panels, displays, joysticks, levers and terminal and operating units, which the customer must provide to us for this purpose (“repair service”).
1.8 The assignment of claims against us to third parties is excluded. § Section 354 a HGB remains unaffected.
1.9 The sale, resale and disposition of the deliveries and services as well as any associated technology or documentation may be subject to German, EU, US export control law and, if applicable, the export control law of other countries. By placing the order, the customer declares conformity with such laws and regulations. The customer declares that he has obtained all necessary permits for the export or import.
2 Offer and conclusion of contract for online shop orders
2.1 Our offers are non-binding. The offers on our website or in the catalog/brochures represent a non-binding invitation to the customer to order goods from us.
2.2 When ordering goods via the website by filling in and sending the order form, the order is only binding if you click on the “order with obligation to pay” button at the end of the order process when ordering goods. Input errors can be corrected before confirming the order by going back in the order process.
2.3 We can accept this offer within a period of 30 calendar days from receipt of the offer by sending an order confirmation or sending the ordered goods. The order confirmation shall be sent by e-mail, fax or post. If the deadline expires without result, the offer shall be deemed to have been rejected.
2.4 We do not save the text of the contract; we send the customer the order data and our GTC by e-mail. With the exception of the GTC, there is no other access to the text of the contract.
2.5 The documents belonging to an offer submitted by us, such as illustrations, drawings, weights and dimensions, are only approximate values and only approximate, unless the usability for the contractually intended purpose requires exact conformity and the deviation is insignificant and customary in the trade, does not constitute a material defect and has not been expressly promised as binding. The details are not guaranteed characteristics, but descriptions or identifications of the delivery or service.
2.6 We reserve ownership rights and copyrights to drafts, catalogs, advertising materials, illustrations, drawings, calculations and other documents. This shall also apply to such written documents that are designated as “confidential”. The customer requires our express written consent before passing them on to third parties.
2.7 Information / advice
We provide information and technical advice to the best of our knowledge based on our experience. However, all details and information on the suitability and use of our goods are non-binding and do not release the customer from the obligation to carry out his own tests. Section 10 of these General Terms and Conditions applies to any liability.
3. Offer and conclusion of contract for repair service | scope of services
3.1 After the customer has completed and sent the repair order form, he will receive a legally binding offer from us by e-mail to conclude a contract for a repair service, which he can accept by telephone or e-mail or by sending us the item to be repaired.
3.2 If the customer does not receive an offer within the meaning of clause 3.1 beforehand, sending us the item to be repaired shall constitute a legally binding offer to conclude a contract for a repair service. We can accept this offer by providing the repair service. We will inform the customer about the receipt of the item and the acceptance of his offer. If no remuneration proposal for the repair service has been submitted to the customer, the parties shall agree on remuneration based on hourly rates at the hourly rates available on our website.
3.3 The customer may accept the offer within the meaning of Clause 3.1 within a period of 30 calendar days from receipt of the offer. If this period expires without result, the offer shall be deemed to have been rejected.
3.4 We do not store the text of the contract; we send the customer the order data and our GTC by e-mail. With the exception of the GTC, there is no other access to the text of the contract.
3.5 Insofar as we provide contractual services, we are entitled to demand acceptance of (partial) services. In this case, the customer must accept the contractual (partial) performance, unless acceptance is excluded by its nature. Acceptance in this sense also exists if the customer does not refuse acceptance within two weeks of the request for acceptance, at least in text form, stating at least one defect. Payment by the customer of the remuneration for the services submitted for acceptance shall also be deemed acceptance in this sense.
3.6 The customer must cooperate in the performance of the contract and, in particular, create the conditions that enable us to fulfill our contractual obligations without having to provide services that are not part of the contractually agreed services. The customer's obligations to cooperate include the following
a) The customer must provide the information, documents and data necessary for the execution of the order free of charge;
b) Unless otherwise agreed, the customer must provide us with the item to be repaired at his own expense and on his own responsibility.
We shall be entitled to invoice additional expenses incurred due to the customer's lack of cooperation and for which the customer is responsible at our hourly rates applicable at the time of conclusion of the contract.
3.7 Unless otherwise agreed, devices that the customer has sent to us as part of a commissioned repair service shall be returned to the address provided by the customer when placing the order. In the case of items delivered by a forwarding agent, delivery shall always be “free kerbside”, i.e. to the public kerbside nearest to the delivery address.
4 Prices
4.1 Unless otherwise stated in our order confirmation, our prices are “ex works”, excluding packaging, insurance, freight and any surcharge for small quantities. These items will be invoiced separately. The customer shall dispose of the packaging at his own expense.
4.2 All prices are net prices excluding VAT. This shall be calculated and shown separately in the invoice at the statutory rate on the day of invoicing (currently 19%).
4.3 All prices quoted, including for packaging and shipping, are only valid at the time of ordering or commissioning. With changes and updates to the website, all previous prices and other information on goods shall become invalid. The version valid at the time of the order or commissioning shall apply.
4.4 Additional services and special agreements that cannot be booked directly via the website, such as commission or express delivery, always require a separate agreement and are therefore charged separately.
4.5 Our repair services shall be remunerated in accordance with the information on our website at a fixed price or on a time and material basis at the hourly rates stated on the website. If a fixed price is agreed, this shall only cover the agreed services. If, in agreement with the customer, we provide services which go beyond the scope of the contractually agreed services or which deviate therefrom, the customer shall pay for these services on a time and material basis at our hourly rates applicable at the time of conclusion of the contract. This shall also apply if, after (partial) acceptance of a service result, the customer requests a subsequent change or addition to this service result.
4.6 The scope of the repair service also includes checking the feasibility of the repair service. If it is determined that the item to be repaired cannot be repaired to the agreed extent, a separate fee shall be charged for checking the feasibility of the repair service.
4.7 In the event that a fixed price has been agreed with us, a fee of EUR 50.00 shall be charged, provided that EUR 50.00 does not exceed 10% of the agreed fixed price. Should EUR 50.00 exceed 10% of the agreed fixed price, we shall be entitled to demand 10% of the agreed fixed price as remuneration.
4.8 In the event that a repair service is remunerated on a time and material basis at our hourly rates, the time and material actually used to determine whether the repair service is feasible shall be charged for checking the feasibility of the repair service.
5 Payments
5.1 Payments shall be made using the options offered in the order process, e.g. by advance payment (bank transfer in advance), credit card, cash on delivery, cash on collection, instant bank transfer, on account or PayPal. We reserve the right not to always keep all or, if applicable, other payment methods selectable in the order process and to subsequently exclude payment methods for which the economic risk initially remains with us after the result of a credit check. Furthermore, we reserve the right not to accept the customer's offer and to withdraw from the contract if our claim to the purchase price is jeopardized.
5.2 If the payment method PayPal is selected, payment is processed via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A. (R.C.S. Luxembourg B 118 349) subject to the PayPal Terms of Use, available at
or if the customer does not have a PayPal account, subject to the provisions for payments without a PayPal account, available at
At the moment of payment via PayPal, the customer concludes a contract with us.
5.3 The purchase price or our remuneration is due and payable within 14 days of invoicing and delivery or acceptance of the goods. However, we are entitled at any time, even within the framework of an ongoing business relationship, to carry out a delivery or a repair service in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation. In the event of default of payment, the provisions of Clause 5.4 shall apply and, in addition, the statutory provisions regarding default of payment.
5.4 The customer shall be in default upon expiry of the above payment period. Interest shall be charged on the purchase price or our claim for remuneration at the applicable statutory default interest rate during the period of default. We reserve the right to claim further damages caused by default. Our claim against merchants for commercial maturity interest (§ 353 HGB) remains unaffected.
5.5 The customer shall only be entitled to set-off or retention rights insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, the customer's counter-rights shall remain unaffected, in particular pursuant to Section 9.3 sentence 2 of these GTC.
5.6 If it becomes apparent after conclusion of the contract (e.g. by filing for insolvency proceedings) that our claim to the purchase price or remuneration is jeopardized by the customer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB).
6 Delivery time
6.1 Unless expressly agreed otherwise, we deliver ex works or ex warehouse. At the customer's request and expense, the goods will be shipped to another destination (sale to destination). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.
6.2 Delivery dates and delivery periods, which may be agreed as binding or non-binding, must be stated in writing and are only agreed subject to correct and timely delivery by our suppliers.
6.3 The agreed delivery deadline shall be deemed to have been met if the delivery item is ready for collection from the factory or warehouse by the time it expires.
6.4 War, strikes, lockouts, shortages of raw materials and energy, traffic and unavoidable operational disruptions, orders from higher authorities - also insofar as they make the execution of the affected transaction uneconomical for the foreseeable future - as well as all other cases of force majeure, including at our suppliers, shall release us from the obligation to deliver for the duration of the disruption and to the extent of its effects. Such events entitle us to withdraw from the contract in whole or in part without the buyer having any right to compensation.
6.5 Partial deliveries are permissible and must be paid for in accordance with the terms and conditions, provided they are reasonable for the customer.
7 Transfer of risk and acceptance
7.1 The customer must collect/accept the delivery item immediately after it has been made available at the factory or warehouse.
7.2 If the delivery item is sent to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the delivery item shall pass to the customer when the delivery item is dispatched, at the latest when it leaves the factory or warehouse. This shall apply irrespective of who bears the freight costs.
7.3 If the customer is in default of acceptance, we shall be entitled to demand compensation for the expenses incurred by us; the risk of accidental deterioration and accidental loss shall pass to the customer upon the occurrence of default of acceptance.
7.4 Delivery items shall be accepted by the customer, even if they have minor defects, without prejudice to the rights under clause 9 of these terms and conditions.
8 Retention of title
8.1 The delivery items shall remain our property (goods subject to retention of title) until all claims arising from the legal relationship on which the delivery is based have been settled, irrespective of the legal grounds.
8.2 If the customer processes, combines or mixes the goods subject to retention of title with other goods, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the value of the other goods used. If our ownership expires as a result of processing, combining or mixing, the customer hereby assigns to us the ownership rights to which he is entitled to the new stock or item to the extent of the value of the goods subject to retention of title and shall store them for us free of charge. The resulting co-ownership rights shall be deemed to be reserved goods within the meaning of clause 8.1.
8.3 The customer shall only be entitled to process, combine and mix the reserved goods with other items or resell them in the ordinary course of business and as long as he is not in default. Any other disposal of the reserved goods is not permitted. We must be notified immediately of any seizures or other access to the reserved goods by third parties. All intervention costs shall be borne by the customer insofar as they cannot be collected by the third party. If the customer defers the purchase price to his customer, he shall reserve title to the goods subject to retention of title vis-à-vis the latter under the same conditions under which we have reserved title upon delivery of the goods subject to retention of title. Otherwise, the customer is not authorized to resell the goods.
8.4 The customer's claims arising from the resale of the reserved goods are hereby assigned to us. They shall serve as security to the same extent as the reserved goods. The customer is only entitled and authorized to resell the goods if it is ensured that the claims to which he is entitled are transferred to us.
8.5 If the goods subject to retention of title are sold by the customer together with other goods not supplied by us at a total price, the assignment of the claim from the sale shall be in the amount of the invoice value of our goods subject to retention of title sold in each case.
8.6 The customer shall be authorized to collect the claims assigned to us until revoked by us. We shall be entitled to revoke this authorization if the customer fails to meet its payment obligations arising from the business relationship with us in due time. If the conditions for exercising the right of revocation are met, the customer shall, at our request, immediately inform us of the assigned claims and their debtors, provide all information necessary for the collection of the claims, hand over to us the relevant documents and notify the debtor of the assignment. We are also entitled to notify the debtor of the assignment ourselves.
8.7 If the value of the securities existing for us exceeds the secured claims by more than ten (10) percent in total - in the case of a realization risk by more than fifty (50) percent - we shall be obliged to release securities of our choice at the customer's request.
8.8 If we assert the retention of title, this shall only be deemed a withdrawal from the contract if we expressly declare this in writing. The customer's right to possess the reserved goods shall expire if he does not fulfill his obligations arising from the legal relationship underlying the delivery.
9 Warranty, material defects
9.1 The customer's warranty claims in the event of defects shall be governed by the statutory provisions within the statutory periods, unless deviations arise from the following provisions.
9.2 If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery) or by producing a new defect-free work. Our right to refuse subsequent performance under the statutory conditions remains unaffected.
9.3 We are entitled to make the subsequent performance owed dependent on the customer paying the purchase price or remuneration due. However, the customer shall be entitled to retain a reasonable part of the purchase price or remuneration in proportion to the defect.
9.4 The customer must give us the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes.
9.5 We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs, if a defect actually exists. Otherwise, we may demand reimbursement from the customer of the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transportation costs).
9.6 In the case of the purchase of new delivery items, the customer's warranty claims for defects shall expire one year after receipt of the delivery items.
9.7 In the case of the purchase of used delivery items, the customer's warranty claims are excluded.
9.8 Insofar as we provide services under a contract for work and services, the customer's warranty claims shall expire one year from the start of the statutory limitation period. This limitation period of one year shall not apply if the contractual performance pursuant to Section 634a (1) No. 2 BGB is the production of a building and/or a work whose success consists in the provision of planning or monitoring services.
9.9 The limitation period of one year or the exclusion of the warranty shall not apply if the obligation to pay compensation is based on physical injury or damage to health due to a defect for which we are responsible or on intentional behavior or gross negligence or its replacement.
9.10 The warranty shall not apply if the customer modifies the delivery items without our consent, has them modified by third parties or uses them improperly and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the customer shall bear the additional costs of remedying the defect resulting from the modification.
9.11 The customer is obliged to inspect the delivery item for any defects upon delivery and to notify us of these immediately in writing. The relevant provisions and legal consequences of the German Commercial Code (HGB) shall apply accordingly.
9.12 If a notice of defects proves to be unjustified, the customer shall reimburse us for all expenses incurred by us as a result.
10 Liability for damages due to fault
10.1 Our liability for damages, irrespective of the legal grounds, in particular for impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations in contract negotiations and tort, shall be limited in accordance with this Clause 10, insofar as fault is involved in each case.
10.2 We shall not be liable in the event of simple negligence on the part of our executive bodies, legal representatives, employees or other vicarious agents, insofar as this does not involve a breach of material contractual obligations. Material contractual obligations are those which grant the contracting parties the right which the contract is intended to grant according to its content and purpose, in particular those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely.
10.3 Insofar as we are liable for damages on the merits in accordance with Clause 10.2, this liability shall be limited to damages which we foresaw as a possible consequence of a breach of contract when the contract was concluded or which we should have foreseen if we had exercised due care. Indirect damage and consequential damage resulting from defects in the delivered goods shall only be eligible for compensation if such damage is typically to be expected when the goods are used as intended.
10.4 In the event of liability for simple negligence, our liability for damage to property and any further financial losses resulting therefrom shall be limited to an amount of EUR 10,000 per claim (corresponding to the current sum insured under our product liability insurance or liability insurance), even if it is a breach of material contractual obligations.
10.5 The above exclusions and limitations of liability shall apply to the same extent in favor of our executive bodies, legal representatives, employees and other vicarious agents.
10.6 Insofar as we provide technical information or act in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by us, this shall be provided free of charge.
10.7 The limitations of this Section 10 do not apply to our liability for intentional and grossly negligent behavior, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act.
11. Data protection
Data processing is carried out in accordance with the applicable data protection law, which is based on the location of the data processing office. In all other respects, reference is made to the information on data protection.
12 Invalid clauses | Place of jurisdiction | Applicable law
12.1 Should one or more provisions of these GTC be ineffective, this shall not result in the ineffectiveness of the entire contract.
12.2 Unless otherwise stated in the order confirmation, the place of performance shall be our registered office.
12.3 If “written” transmission is required in these terms and conditions, this can be complied with by electronic form (Section 126a BGB) or text form (Section 126b BGB), whereby the sender is responsible for providing proof of receipt.
12.4 If the customer is a merchant, a legal entity under public law or a special fund under public law, our registered office shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same shall apply if the customer does not have a general place of jurisdiction in Germany, if the customer has moved his place of residence or habitual abode abroad after conclusion of the contract or if this is unknown at the time the action is brought.
12.5 The law of the Federal Republic of Germany shall apply to the conclusion and execution of all contracts. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
