AGB

§ 1 GENERAL, AREA OF APPLICATION

  1. Our General Terms and Conditions apply exclusively; we do not accept any conditions of our business partners, unless we agreed in written to the validity of their Terms and Conditions, which are not conform with our General Terms and Conditions. Our General Terms and Conditions are also applicable in the cases where we are accepting deliveries or making supplies unreserved, with the knowledge of different Terms and Conditions or Terms and Conditions which differ from ours.

  2. All agreements made between us and our business partner for the purpose of fulfilling the contract, have to be done in written in the stated contract.

  3. Our General Terms and Conditions are also applicable for all future businesses.

§ 2 OFFER AND CONCLUSION OF A CONTRACT

  1. Our offers are without engagement and without obligation. A contract is only achieved after confirmation of the order, either in written or by fax by the company IC INTRACOM Vertriebs GmbH. Same applies for supplementations, changes and subsidiary agreements. The company IC INTRACOM Vertriebs GmbH is reserving the right to confirm the conclusion of a contract by placing an invoice.

  2. Dimensions, drafts, illustrations, etc. are non-binding. We are keeping the proprietorship (title) and copyright on illustrations, drafts, calculations, as well as all further documentations. They may not be made accessible to a third party. This particularly applies to any written documents, which are marked (called) as confidential. Customers need our explicit written approval, before they are handed over to a third party.

  3. Improvements or changes in the service are permitted, provided they are reasonable for the customer and are taking the interests of the company IC INTRACOM Vertriebs GmbH into account.

  4. For service- and development contracts, a written commitment to deadline and price apply as non-binding indicative deadline/target price, not as binding commitment, since unpredictable deadline- and price changes can occur.

§ 3 PRICES

  1. Provided the confirmation of the order is not mentioning anything different, our prices are quoted “ex factory”, packaging excluded. The packaging is billed separately.

  2. The compulsory value added tax is not included in our prices. The VAT will be displayed separately in the statutory amount on the date where the invoice will be issued.

  3. Unless otherwise agreed, IC INTRACOM Vertriebs GmbH is bound on the prices stated in their offers for 15 days from the date of the offer.

  4. Non predictable changes of custom duties, import- and export fees, foreign exchange control, etc. legitimate IC INTRACOM Vertriebs GmbH to price adjustments.

  5. When call-off orders are placed, the price agreed upon when the contract is concluded, is provided as basis. Price changes during the period of validity of the call-off purchase agreement entitle IC INTRACOM Vertriebs GmbH to price adjustments.

§ 4 DELIVERY TIME AND TIME OF PERFORMANCE

  1. All supply agreements have to be in written. Delivery dates are starting with the date of the order confirmation by the company IC INTRACOM Vertriebs GmbH and require the clarification of all technical issues.

  2. All delivery obligations are subject to the condition that IC INTRACOM Vertriebs GmbH is receiving their deliveries in time. Such dispositions have to be proved by IC INTRACOM Vertriebs GmbH.

  3. Partial deliveries and partial benefits are acceptable. Regarding delivery contracts, every partial delivery and every partial benefit is counted as separate service, for which the validity of these terms and conditions is explicitly agreed.

  4. Delay in delivery does not occur in case of higher force, as well as in case of happenings, which are making it considerably more difficult or impossible for the salesperson to deliver. These specially include operational disorders, higher forces, strikes, etc, no matter if they are occurring in IC INTRACOM Vertriebs GmbH, their suppliers or its subcontractors. In all these cases, customers do not have the right to demand for compensation due to damage caused by delay or due to non-performance.

  5. In the case of delivery and performance delays, which did not happen from their side, IC INTRACOM Vertriebs GmbH is entitled to postpone the delivery/service for the duration of the obstruction, plus a period of two months, or to withdraw from the contract fully or partially because of the unfulfilled part.

  6. In case the delivery- and performance delay takes more than two months, the buyer is entitled to placing a reasonable extension of time with the threat of rejection. After unsuccessful expiry of this extension of time, the buyer is entitled to withdraw from the contract. The buyer is only entitled to compensation claims due to non-fulfillment in the amount of the predictable damage, if the delay is caused by intent or gross negligence by the company IC INTRACOM Vertriebs GmbH. For the rest, the liability towards merchants is limited to the right of withdrawal, at the exclusion of the compensation claim.

§ 5 SHIPMENT AND TRANSFER OF PERILS

  1. Unless the order confirmation is mentioning otherwise, shipment is “ex factory”, appointed on the invoice and risk of the customer of IC INTRACOM Vertriebs GmbH. If regarding shipment no special agreements have been made, shipment is going to be made with best discretion, but without taking any responsibility for the cheapest shipment.

  2. If the customer wishes, IC INTRACOM Vertriebs GmbH can effect a cargo and transport insurance for the shipment; the so far incurred costs have to be borne by the buyer.

  3. For shipments to IC INTRACOM Vertriebs GmbH, the consignor bears any risk, in particular the transportation risk till the arrival of the goods at IC INTRACOM Vertriebs GmbH, as well as the entire freight charges.

§ 6 TERMS OF PAYMENT

  1. Unless otherwise agreed, invoices of the company IC INTRACOM Vertriebs GmbH are immediately and without any deductions due for payment. Any possible deductions will be charged back.

  2. Shipments made by IC INTRACOM Vertriebs Gmbh are carried out against cash payment, advance payment or cash on delivery. A free delivery is only possible in the course of a credit assessment, whereas the purchase limit will be decided upon by IC INTRACOM Vertriebs GmbH. This limit can be canceled or changed by us at any time, without giving reasons.

  3. The purchaser is only having the right to set-off in the case his counterclaims have been lawfully assessed, are beyond controversy or have been accepted by us. Besides that he is only having the right to exercise his right of retention insofar as his counter-claim is based on the same contractual relationship.

  4. For orders of small quantity, we charge a small-volume purchase markup.

  5. In case of nonpayment despite of due-date we are entitled to choose, to either charge default interest in the amount of our bank interests or to ask for compensation due to delayed fulfillment or to withdraw from the contract and ask for compensation due to non-fulfillment. In the latter case we are entitled to demand/keep, at the most, the agreed advanced payment, but at least 15% of the purchase price as a contract penalty. This amount also counts as minimum damage due to non-fulfillment. In case of delayed payment by the buyer, we are entitled to make all the unpaid invoices due immediately (date loss).

  6. All payments will be basically added on the first debt, no matter if the purchaser is having different regulations. If already operating costs and interest charges incurred, the payment will be added on the charges, then on the interests and finally on the principal claim.

  7. A payment will only be considered as done; if the claim amount has been booked to the account of IC INTRACOM Vertriebs GmbH. Same applies for encashment of checks and bill of exchanges.

  8. If IC INTRACOM Vertriebs GmbH comes to know circumstances, which put the creditworthiness of the customer in question, in particular if the customer is not meeting his liability to pay, stopping his payment or a bank is not paying a check or a bill of exchange, IC INTRACOM Vertriebs GmbH is entitled, without giving any specific prior notice, to immediately resign from the delivery contract. IC INTRACOM Vertriebs GmbH is particularly entitled, to make further deliveries depending on advance payment, bank guarantee or collateral security.

  9. IC INTRACOM Vertriebs GmbH is entitled to assign its demands with all the rights resulting from it. Assignees have to be exclusively paid with debt-discharging effect.

§ 7 RESERVATION OF PROPRIETARY RIGHTS PROTECTION

  1. IC INTRACOM Vertriebs GmbH reserves the right of ownership of the purchased goods, until all the payments stated in the delivery contract, have been received. If the buyer's behavior is contrary to the contract, especially if payment is delayed, we are entitled to taking back the merchandise. The withdrawal of a purchase by IC INTRACOM Vertriebs GmbH, is not subject to a withdrawal from the contract, unless it was explicitly mentioned. The basis of an execution of the purchase by IC INTRACOM Vertriebs GmbH is always a withdrawal of the contract. After the goods have been taken back, the company IC INTRACOM Vertriebs GmbH is entitled to the usage of the purchased goods, the profit of the liquidation has to be deducted from the buyer’s accrued liabilities, minus reasonable liquidation charges.

  2. The buyer is obliged to handling the purchase with care; in particular, he is committed to insure the purchase, on its own cost, against fire damage, water damage and damage against theft to the replacement value. If maintenance and inspection work is required, it has to be carried out by the buyer in time and at his own expenses.

  3. In case of executions or other interferences by third parties, the buyer has to inform IC INTRACOM Vertriebs GmbH immediately in written, so that they can file lawsuit. If the third party is not capable to reimburse C INTRACOM Vertriebs GmbH the judicial and extrajudicial charges of a claim, the buyer is liable for the loss incurred to IC INTRACOM Vertriebs GmbH.

  4. The buyer is entitled to resell the purchased good in an ordinary course of business; he by then already makes all assignments to IC INTRACOM Vertriebs GmbH in the amount of the final amount of the commercial invoice (including value added tax, which are resulting from the resale to its customers or third parties, regardless whether the purchased good was sold without or after processing. Even after the act of transfer the buyer is entitled to the collection of the claim. The authority of C, to collect the claim themselves, remains hereof unaffected. IC INTRACOM Vertriebs GmbH is however committed, not to collect the claim, as long as the buyer is discharging all payment obligations from the received sales revenues, is not in delay of payment and especially there is no application for an opening of bankruptcy or insolvency proceedings filed, or payment has been stopped. Should that be the case, IC INTRACOM Vertriebs GmbH has the right to demand, that the purchaser announces the assigned claims and their debtors, gives all the information necessary for the collection, hands over the related documents and notifies the debtor (third) of the assignment.

  5. The buyer is entitled to resell the purchased good in an ordinary course of business; he by then already makes all assignments to IC INTRACOM Vertriebs GmbH in the amount of the final amount of the commercial invoice (including value added tax, which are resulting from the resale to its customers or third parties, regardless whether the purchased good was sold without or after processing. Even after the act of transfer the buyer is entitled to the collection of the claim. The authority of C, to collect the claim themselves, remains hereof unaffected. IC INTRACOM Vertriebs GmbH is however committed, not to collect the claim, as long as the buyer is discharging all payment obligations from the received sales revenues, is not in delay of payment and especially there is no application for an opening of bankruptcy or insolvency proceedings filed, or payment has been stopped. Should that be the case, IC INTRACOM Vertriebs GmbH has the right to demand, that the purchaser announces the assigned claims and their debtors, gives all the information necessary for the collection, hands over the related documents and notifies the debtor (third) of the assignment.

  6. The processing or transformation of the purchased good by the buyer is always done for IC INTRACOM Vertriebs GmbH. If the purchased good is processed with items, which are not belonging to IC INTRACOM Vertriebs GmbH, IC INTRACOM Vertriebs GmbH is acquiring the co-ownership on the new good, in the relation of the value of the purchased good to the other processed items at the time of manufacture. For the good evolved from the manufacture applies the same as for the delivered purchased item which got accepted under reserve.

  7. If the purchased item happened to be inseparable mixed with other items which are not belonging to IC INTRACOM Vertriebs GmbH, IC INTRACOM Vertriebs GmbH is acquiring co-ownership on the new good, in the relation of the value of the purchased good to the other mixed items at the time of mixture. If the mixture happened in a way, that the item of the buyer has to be seen as main item, it is understood as agreed, that the buyer is assigning us pro-rata co-ownership. The buyer is supposed to store the evolved sole-ownership or co-ownership for IC INTRACOM Vertriebs GmbH.

  8. The buyer also assigns the claims to us to secure our claims against him, which accrued from the connection of the purchased good with a plot against a third party.

  9. IC INTRACOM Vertriebs GmbH is committed to the release of the securities entitled to them on request of the buyer, as the value of the securities exceeds the securable claims by more than 20%; the selection of the securities which should be released is incumbent on IC INTRACOM Vertriebs GmbH. 9. In case of delay of payment – especially if checks and drafts are not cashed – IC INTRACOM Vertriebs GmbH is entitled to take the retained goods, by entering the office premises through authorized agents, which have to legitimize themselves accordingly, into possession, without the existence of appropriate judicial titles or authorizations after assertion of the reservation of proprietary rights. The removal charges of the goods have to be fully born by the buyer.

§ 8 PRODUCT IMAGES

  1. All product images, which are used in the onlineshop of IC INTRACOM Vertriebs GmbH, are property of IC INTRACOM Vertriebs GmbH or at least all rights to publish those images are granted to IC INTRACOM Vertriebs GmbH. Unauthorized usage, copying, replication or changing are strictly forbidden.

  2. All product images, which are used in the onlineshop of IC INTRACOM Vertriebs GmbH are symbol images. The products may vary optic wise, but the technical main spezifications are equal. Reclamations because of these reasons are not going to be authorized.


§ 9 WARRANTY

  1. Warranty claims of the buyer imply, that the buyer, in case of his merchant status attended his investigation duty and duty of inspection, notification, and rejection under §§ 377, 378 HGB properly and within the time limit specified.

  2. In cases where the buyer is not a merchant, all possible defects have to be nevertheless immediately notified in written, but no later than within a week after coming to know of the defects. After the expiration of the time limit IC INTRACOM Vertriebs GmbH is free of the warranty obligation.

  3. As far as IC INTRACOM Vertriebs GmbH is responsible for a defect on the purchased good, IC INTRACOM Vertriebs GmbH is entitled to the choice to either remove the defect or to replace the defected good. In case of removal of the defect IC INTRACOM Vertriebs GmbH is committed to bear all the necessary expenditures which arise from the purpose of the removal of the defect, particularly transportation cost, travel expenses, labor- and material costs, as long as they did not increase by the fact that the purchased good was brought to a different location than the place of delivery.

  4. If the company IC INTRACOM Vertriebs GmbH is not willing or not able to remove the defect/replace the good, the buyer is entitled to the choice to either withdraw from the contract or to demand a adequate reduction from the price, if the removal or replacement is getting delayed above the adequate time limit due to reasons from IC INTRACOM Vertriebs GmbH or the removal of the defect/replacement delivery fails due to other reasons.

  5. In cases of justified complaints, demands which are exceeding preceding demands (for example damage claim from warranty or rather out of positive contract violation at the time of contract conclusion, tort, impossibilities, delay, failure or undertaking of the replacement, pp) are excluded, unless the damage is based on a intended or grossly negligent contract violation from IC INTRACOM Vertriebs GmbH or from one of its legal representatives or any of its assistants.

  6. If an agreed feature of the delivered good is missing at the time of transfer of perils, claims of damages are only as far justified as the duty of replacement is based on a positive contract violation and we, our legal representatives or our assistants are accused of grossly negligent contract violation.

  7. For the rest, claims out of default at the time of contract negotiation, out of positive contract violation, out of tot, or out of violation of the Extra Contractual Obligations, are excluded, unless they are based on intention or gross negligence.

  8. If IC INTRACOM Vertriebs GmbH, its legal representatives or its assistants violated an obligation which was essential to the contract carelessly, the liability to pay damages out of damage to property or damage to persons is limited to the limit of indemnity of IC INTRACOM Vertriebs GmbH’s liability insurance. IC INTRACOM Vertriebs GmbH agrees to grant the buyer upon request insight into the insurance policy.

  9. The warranty period is six months, counted from the transfer of perils. This period of time is a statutory period of limitations and also applies to claims for replacement of consequential harm caused by a defect, as long as no demands out of illegal actions were made.

  10. A further liability to pay compensation as outlined above (§ 8 para. 1-9), is excluded.

  11. The regulation under section 10 does not apply on demands according to §§ 1.4 Product Liability Act. The same applies at initial inability or justifiable impossibility.

  12. As far as the liability of IC INTRACOM Vertriebs GmbH is excluded or limited, this also applies to the personal liability of its employees, wage earners, staff members, representatives and assistants.

§ 10 RETURNS AND EXCHANGE

  1. Return or Exchange of trade goods can only take place after a prior written agreement, provided the good is still originally packed and in mint condition. The redemption of custom-made products, programs and wear and tear parts are excluded. All fright charges incurred have to be born by the buyer.

  2. In case of an agreed return or exchange we charge an appropriate amount as compensation for handling and abrasion of the returned merchandise.

§ 11 SOFTWARE

  1. As far as computer programs are part of the delivery, the buyer is granted an elementary and limited usage right. That means he is neither allowed to copy them or let anybody else use them. A multiple right of usage requires a special written agreement. In case of violation against these rights of usage the buyer is fully liable for the damage resulted out of the violation.

  2. The computer programs belonging to the scope of supply are part of the seller’s unchecked standard software, for their function, the guarantee that the product is free of defects and possible deficiencies; the seller is not assuming any liability or warranty.

§ 12 APPLICABLE LAW

  1. For these business conditions, as well as the entire legal relations between IC INTRACOM Vertriebs GmbH and the buyer, Austrian law is deemed to be mandatory agreed upon.

  2. Other national rights, as well as the standard international purchase right (EKA and EKAG, in each case from the 17.07.1973) are attached.

§ 13 JURISDICTION, PLACE OF FULFILLMENT

  1. If the purchaser is a registered trader, the court of jurisdiction is the business location of IC INTRACOM Vertriebs GmbH. IC INTRACOM Vertriebs GmbH is however entitled to sue the buyer at the court of the customer’s domicile.

  2. As long as the order confirmation is not stating otherwise, the place of fulfillment is the business location of IC INTRACOM Vertriebs GmbH.

§ 14 GPRIVACY PROTECTION

IC INTRACOM Vertriebs GmbH is entitled to process the data of the buyer, which they obtained with reference to the business relationship or in correlation with it, no irrespective of whether they derive from the buyer himself or from third parties, in consideration of the Federal Data Protection law.



§ 15 SEVERABILITY CLAUSE


If any clause in the mentioned General Terms and Conditions or any other clause within other agreements is invalid, the validity of all other clauses or agreements will be affected hereof. In this case, the regulation is said to apply, which goes closest confirm with the conjectured wish of both the parties, taking the legal terms into account.

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