
The General Terms and Conditions (GTC) apply to our contracts. These are applicable pre-formulated contractual conditions that INTEC provides to its contracting parties when concluding a contract (§ 305 Para. 1 BGB), i.e. the contractual provisions are intended to be used in a fundamentally unchanged form.
Unless expressly different agreements are made, the following conditions apply exclusively to the processing of orders. The data arising in connection with the contractual relationship between the contractual partners and us will be stored by us for the purpose of data processing.
For the conclusion and execution of orders between you ("Client") and INTEC Engineering GmbH or companies affiliated with it within the meaning of §§ 15 ff. German Stock Corporation Act ("we"/"us") as Supplier or Contractor, the following terms and conditions shall apply exclusively. Terms and conditions of the Client shall only be valid if they have been confirmed by us in writing.
1. Subject of performance
Our written offer and our order confirmation are decisive for the content and scope of our contractually owed services. Additional agreements and amendments require our written confirmation. Offers and documents shall always remain our property and must be returned to us if the order is not placed. They may not be made accessible to third parties.
Drawings, illustrations, performance parameters, weights and dimensions as well as other data of our systems mentioned in sales brochures, advertisements and comparable documents are only indications and are not binding unless they are expressly designated as binding. The same applies to demonstration or trial systems.
2. Prices
Our prices are ex works excluding assembly, insurance and packaging. The prices quoted in offers are subject to change. In the event of a change in cost factors, we reserve the right to adjust prices to take account of the changed costs if there are more than 6 weeks between conclusion of the contract and delivery.
3. Terms of payment
Payment must be made without deduction within 30 days of delivery and invoicing. Bills of exchange or checks are not accepted as means of payment. Any complaints of any kind whatsoever shall not affect the payment obligation in any way and shall not release the Client from punctual compliance with the payment deadline. In the event of late payment, we shall be entitled without further ado to charge interest on arrears at a rate of 9 percentage points above the prime rate of the ECB. The withholding of payments or offsetting due to counterclaims of the Client is not permitted unless the counterclaims are undisputed or have been legally established.
4. Delivery period, delay, reservation of self-delivery
The specified delivery period shall apply ex works and shall only commence at the point in time at which agreement has been reached between the Client and us on all points of the order, both with regard to conditions and technical details, and at which the Client has fulfilled its other contractual obligations. Compliance with the stated delivery time is subject to unavoidable obstacles to performance; these include cases of war or warlike acts, political, economic, health or other crises affecting our supply chains and performance, strikes and lockouts, functional impairments of necessary tools or workpieces or other delays for which we are not responsible, insofar as these obstacles demonstrably have a significant influence on the completion or delivery of the delivery item. The delivery period shall be extended accordingly in the event of such hindrances.
If the delivery is delayed for reasons for which we are responsible, all claims of the Client for compensation for the damage demonstrably incurred by him as a result of the delay shall be limited for each full week to an amount of 0.5%, but in total to a maximum of 5% of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay.
We do not assume the procurement risk. If, despite the conclusion of a corresponding purchase contract on our part, we do not receive the delivery item and/or necessary raw materials or tools or do not receive them in full with regard to essential parts of the delivery item, we shall be entitled to withdraw from the contract with the Client. Our liability for intent and negligence according to Clause 9 remains unaffected. We shall inform the Client without delay of the non-availability or late availability of the delivery item and, if we wish to withdraw, exercise the right of withdrawal without delay. In the event of withdrawal, we shall immediately reimburse any payments already made by the Client. Further claims of the Client are excluded.
5. Terms of delivery, transfer of risk, packaging
Unless otherwise agreed, delivery shall be ex works. If free delivery to the Client's premises is agreed, transportation shall be at the Client's risk. In the case of deliveries that are accepted by us carriage paid, the corresponding freight costs must be submitted by the recipient. The delivery items shall be packaged without any guarantee of breakage. Transport insurance shall only be taken out at the instruction of the Client and at the Client's expense. This shall also apply in particular to deliveries which are accepted by us including assembly. If dispatch or delivery is delayed at the request of the Client, the risk shall pass to the Client from the day on which the Client is notified that the goods are ready for dispatch (default of acceptance).
At the Client's request, the packaging shall either be charged in full or made available on loan against a wear and tear fee; loaned packaging shall remain our property and shall be returned carriage paid in accordance with the regulations specified by us.
6. Assembly, installation
For deliveries with installations, special installation conditions apply in addition to these conditions.
7. Receipt and fulfillment, obligation to give notice of defects, acceptance
Delivered items must be accepted by the Client, even if they have minor defects. Partial deliveries are permissible.
The Client must inspect the delivery item immediately after delivery by us, insofar as this is feasible in the ordinary course of business, and, if a defect is discovered, notify us immediately. If the Client fails to notify us, the goods shall be deemed to have been approved, unless the defect was not recognizable during the inspection. If such a defect is discovered later, notification must be made immediately after discovery; otherwise the goods shall be deemed to have been approved even in view of this defect. Complaints with regard to quantities, weight and product type shall no longer be deemed immediate in the aforementioned sense after 8 days have elapsed since receipt of the shipment at the destination.
Tests and inspections carried out due to statutory liability or insurance shall be borne by the Client.
8. Warranty
A prerequisite for the acceptance of the warranty is that the system is installed and operated by us or exactly in accordance with our instructions. Changes to the system that are not initiated by us shall exclude the warranty, unless these changes are not the cause of the defect that has occurred.
The warranty period for defects in our deliveries and services is 1 year, calculated from the date of commissioning. If the commissioning of a system is delayed, any warranty shall expire no later than 15 months after delivery, unless the delay is attributable to our fault.
The Client shall be entitled to the statutory warranty rights, however, subject to the proviso that we shall be entitled to a twofold right of rectification and the choice between rectification or replacement of the defective item shall be at our discretion. In the case of deliveries abroad, we are entitled, in the event of disproportionate effort and disproportionate costs of rectification, to require the Client to carry out the necessary repairs himself, but at our expense.
9. General liability
We shall be liable in accordance with the statutory provisions if the Client asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents, as well as in the event of culpable (i.e.) intentional or negligent injury to life, limb or health. In the event of a negligent breach of cardinal obligations by us, our liability for damages shall be limited to the foreseeable, typically occurring damage.
In all other cases, we shall not be liable for damages that have not occurred to the delivery item itself; in particular, we shall not be liable for loss of production, business interruption, the costs of any recall action, loss of profit or other financial losses of the Client. Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our representatives, employees and vicarious agents.
10. Retention of title
We reserve title to the goods until all our claims against the Client arising from the business relationship, including future claims arising from contracts concluded at the same time or later, have been settled. This shall also apply if we have included individual or all claims in a current account and the balance has been struck and recognized. The retention of title shall also remain in force as long as we and our affiliated companies still have outstanding claims against the Client and/or the bills of exchange or cheques issued have been fully honored in the case of so-called cheque/bill of exchange cover.
The Client is entitled to sell or process the goods in the ordinary course of business. The Client hereby assigns to us all claims arising from the resale against the purchaser or third parties. The Client is authorized to collect this claim even after assignment. We waive our right to collect the claims ourselves as long as the Client duly fulfills his payment and other obligations. We can demand that the Client informs us of the assigned claims and their debtors, provides all information necessary for collection and hands over the relevant documents to us.
The processing or transformation of goods subject to retention of title shall always be carried out by the Client on our behalf. If the reserved goods are processed with other items not belonging to us, the Client shall transfer to us co-ownership of the new item in the ratio of the value of the reserved goods to the other processed items at the time of processing.
If the Client acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the goods and to revoke the authorization to collect. The repossession and seizure of the goods by us shall only constitute a withdrawal from the contract if this is required by law or if we expressly declare this in writing. Insofar and as long as the retention of title exists, the Client may neither assign goods or the items manufactured from these to third parties as security nor pledge them without our consent. In the event of seizure or other interventions by third parties, the Client must notify us immediately in writing.
The Client is prohibited from entering into agreements with his Client which could exclude or impair our rights in any way. In particular, the Client may not enter into any agreements which nullify or impair the advance assignment of claims to us.
If the value of the existing securities exceeds the claims to be secured by more than 20%, we shall be obliged to release them at the Client's request.
11. Applicable law, place of jurisdiction and place of performance
The contractual relationship between us and the Client shall be governed exclusively by the law of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of performance for our deliveries is Bruchsal. The exclusive place of jurisdiction shall be Bruchsal, insofar as legally permissible. However, we are also entitled to take legal action against the Client at its registered office.
1. Scope of application; orders
1.1. The following Terms and Conditions of Purchase shall apply to all contracts concluded with INTEC Engineering GmbH or its affiliated companies (hereinafter referred to only as "INTEC") which relate to deliveries and other services of the contractual partner (hereinafter referred to only as "Supplier") to INTEC. Conflicting or deviating terms and conditions of the Supplier shall only apply with the express written consent of INTEC. These Terms and Conditions of Purchase shall also apply if INTEC accepts or pays for the Supplier's deliveries and services without reservation in the knowledge that the Supplier's terms and conditions conflict with or deviate from these Terms and Conditions of Purchase.
1.2. All agreements made between INTEC and the Supplier for the purpose of executing a contract shall be recorded in writing. Verbal agreements prior to or upon conclusion of a contract as well as amendments and supplements shall require written confirmation by INTEC in order to be valid. Orders shall only be legally binding if they are made in writing, including by e-mail. Correspondence shall be conducted with the purchasing department placing the order. Agreements with other departments must be expressly confirmed in writing by the ordering purchasing department in order to be binding. If the Supplier does not accept INTEC's order within two weeks of receipt of the order, INTEC shall be entitled to cancel the order.
2. Scope of delivery and services, place of performance
2.1. The Supplier's deliveries and services form a uniform whole for which the Supplier is responsible. The Supplier is therefore obliged, without additional remuneration, to carry out all work, measures and expenses which are necessary for the proper, technically and qualitatively flawless as well as compliant and complete production and for the intended usability of the machines and equipment to be supplied by him, even if these are only partially, inaccurately or not at all described or mentioned in detail in the cost estimate, in the order letter, in sketches or in other documents.
2.2. Should significant design changes prove necessary or expedient in the course of order processing, any additional services that may become necessary shall be offered by the Supplier under the same conditions and on the same price basis as in the main order. Before the work resulting from the design changes is commenced, a written order supplement must be submitted by INTEC.
2.3. The Supplier is responsible for the completeness of its scope of delivery. For example, the foundation bolts and other fastening elements, couplings, pulley belts including belt guards, protective devices and devices for environmental protection (in accordance with local requirements as per Clause 3) suitable for the machines and equipment are included in the Supplier's scope of delivery. For pipeline connections and transfer chutes, the Supplier shall also supply the respective mating flanges for connection.
2.4. The INCOTERMS 2020 shall apply in accordance with the details in the order. Unless otherwise agreed in the order, the latest version of INCOTERMS and the DDP clause with the destination specified by INTEC in the order shall apply.
2.5. INTEC's delivery lots are binding. Excess or short deliveries may only be made with the explicit written consent of INTEC. Partial deliveries are not permitted unless INTEC has agreed to them in writing.
2.6. All shipments must be accompanied by a delivery bill. All shipping documents and all documents in connection with the delivery contract must contain the article description, the material, order and production number of INTEC (if communicated to the Supplier), the item number of the order, the order date, the quantities and the type of packaging. The Supplier shall be liable for the consequences of incorrect consignment note declarations.
3. Safety and environmental protection regulations, technical data
3.1. General. When executing the machines, the Supplier shall comply with the statutory regulations and official directives at the place of destination. If INTEC has not notified the Supplier of the place of destination, the Supplier shall comply with the provisions of the latest version of the Equipment Safety Act and the EC Machinery Directive, including any successor regulations (from 2027 the Machinery Regulation (EU) 2023/1230).
3.2. Environmental protection. The Supplier must comply with the statutory regulations and official directives at the place of destination with regard to environmental protection, in particular with regard to hazardous substances, dust emissions and noise. Materials containing asbestos are not permitted.
3.3. Physical data. Unless otherwise specified in the order, the national or European standards are to be used for the design and all indicators, meters, measuring instruments and drawings are to be made according to the metric system.
4. Technical documentation
4.1. The Supplier is obliged to provide the technical documentation in full as specified in the order letter and the EC Machinery Directive (or any successor regulations) within the relevant deadline. The documentation must clearly and comprehensively define the spare parts. At INTEC's request, the Supplier shall specify the manufacturer of subcomponents. The documents must be comprehensible and contain any necessary sectional or exploded drawings as well as clearly and comprehensively define the spare parts. If cataloged documents are used, all superfluous text and images not required to clarify the function of the respective parts must be removed or crossed out.
4.2. Should the Supplier's delay in handing over the contractual technical documentation result in a delay in the deadlines for delivery, assembly and/or commissioning of the entire system, the Supplier shall compensate INTEC for the resulting damage, such as penalties incurred by the end customer. The Supplier shall only have fulfilled its delivery obligation when the technical documentation is also complete and correct. Until then, INTEC may refuse any remaining payment.
5. Price, payment
5.1. Unless otherwise agreed, the agreed prices are binding fixed prices and include delivery free to the destination specified in the order, including the costs of contractual packaging, preservation, loading, freight and transport insurance. They cover the entire scope of delivery and services. The agreed hourly rates and flat rates for ancillary costs shall also remain unchanged until final fulfillment.
5.2. The statutory VAT is not included in the price.
5.3. Any price change shall require a new written agreement. The payment owed by INTEC shall only become due when the complete deliveries and services and invoices have been received by INTEC and the Supplier has fulfilled all ancillary obligations, but not before the agreed date.
5.4. Invoices shall be sent to INTEC separately in 1 copy for each individual delivery. Under no circumstances may they be enclosed with the goods, with the exception of customs goods. In the case of customs goods, one original invoice must be enclosed with the goods and the accompanying documents; in addition, 1 original must be sent to INTEC by post. The invoice must state INTEC's order number and all details on the invoice must be itemized in accordance with INTEC's order, otherwise they will be returned to the Supplier unaccounted for. The Supplier shall be responsible for all consequences arising from non-compliance with these obligations, unless he can prove that he is not responsible for them.
5.5. The agreed terms of payment can be found in INTEC's order letter. Unless otherwise agreed, the following shall apply: Invoice amounts shall be paid by INTEC subject to subsequent verification as follows
- within 14 days of the due date with a 3% discount or
- within 60 days of the due date without deduction by bank transfer. The date of the outgoing payment at INTEC shall apply.
5.6. Claims of the Supplier against INTEC arising from this order may not be assigned to third parties without INTEC's consent.
5.7. INTEC shall be entitled to rights of set-off and retention to the extent permitted by law.
5.8. INTEC is entitled to make all payments by bank transfer.
5.9. The contracting parties agree that the payment obligations set out in the contract, in particular the monetary values stipulated, shall be deemed to have been agreed in euros.
6. Delivery and performance deadlines, default, penalties
6.1. The agreed dates for the documentation and delivery of the machines and equipment as well as all other services can be found in the order letter or the associated attachments. The delivery time stated in the order is binding.
6.2. Delivery shall be deemed to have been made on time if the delivery items are available at the agreed delivery address on the agreed delivery date and in the agreed quantity and quality. Early deliveries or partial deliveries may only be made with the written consent of INTEC. Otherwise, INTEC shall be entitled to refuse acceptance of the delivery or to charge the Supplier for the additional expenses incurred as a result (e.g. storage costs).
6.3. INTEC shall be entitled to demand a temporary suspension and/or a temporary acceleration of individual services or the overall service within the framework of the overall schedule in the interests of overall scheduling. Should this have a significant impact on the costs, the price shall be adjusted accordingly.
6.4. At INTEC's special request, the Supplier shall submit a schedule showing the time at which the individual production stages are scheduled. The Supplier shall be obliged to inform INTEC immediately in writing if circumstances arise or become apparent to the Supplier which indicate that the agreed delivery time cannot be met.
6.5. In the event of a delay in delivery, INTEC shall be entitled to the statutory claims. If the Supplier is late in meeting the contractually agreed delivery dates, INTEC shall be entitled to demand payment of the following penalties:
- Technical documentation: For each commenced week of delay in the delivery of the specified technical documentation, the Supplier shall pay 0.5% of the total order value, up to a maximum of 5% of the total order value.
- Machines, equipment and services: The Supplier shall pay 1.0% of the total order value for each commenced week of delay for the late delivery of machinery and equipment and for the late provision of services, up to a maximum of 5% of the total order value.
6.6. In the event of acceptance of the delayed delivery/service, the penalty may be claimed up to the final payment, even if the penalty was not explicitly claimed at the time of acceptance. The penalties together may not exceed a maximum of 5% of the total order value.
6.7. INTEC reserves the right to claim higher actual damages caused by the delay. If the Supplier postpones the delivery date, INTEC may demand the penalty, even if it has not objected to the postponement, unless the Supplier is not at fault in this respect.
6.8. If the Supplier is in default with a delivery or service and INTEC has set a reasonable deadline for the delivery or service, INTEC may withdraw from the contract after the deadline has expired without result with regard to all parts not yet delivered and all delivered parts which cannot be used in a reasonable manner without the undelivered parts and demand compensation instead of performance. Payments already received shall be repaid with interest at a rate of 5%. If INTEC demands compensation for damages, the Supplier shall also be entitled to prove that it is not responsible for the breach of duty. If machines and equipment can only be procured elsewhere on the basis of the Supplier's workshop drawings, the Supplier shall be obliged to surrender these free of charge. If the Supplier owns industrial property rights to the machines and equipment, it shall be obliged to tolerate the reproduction for the replacement procurement.
7. Force majeure
7.1. Events of force majeure shall include all impediments to performance beyond the control of the parties, including in particular
- fire, flood, storm, earthquake and other natural events,
- pandemics and political measures restricting freedom issued as a result thereof or with regard to other health crises,
- strikes, lockouts and other operational disruptions, and
- military conflicts, terrorist attacks and threats and other crises affecting free trade and supply routes.
7.2. Such events shall only be recognized as force majeure if they have a direct influence on the performance of this contract. They can only be held against the other party to the contract on condition that the other party to the contract is notified in writing within three days of the start of the force majeure event. The date of dispatch of the notification shall be decisive.
7.3. For the duration of the force majeure, the respective party shall be released from its obligation to perform without this giving rise to any claims on the part of the other party.
7.4. Should an event of force majeure last longer than three months or lead to the permanent impossibility of performance on the part of the Supplier, INTEC shall be entitled to withdraw from the contract in whole or in part. In this case, the Supplier shall not be entitled to claim compensation from INTEC for any losses. The Supplier undertakes to pay interest at a rate of 5% on the payments to be returned to INTEC in the event of withdrawal.
8. Production monitoring, quality assurance
8.1. INTEC and the end customer reserve the right to inspect the progress of production at any time in the workshops of the Supplier or its suppliers. In particular, the factory or company premises may be entered for this purpose.
8.2. Any defects identified during the inspection must be rectified. Any costs incurred as a result shall be borne by the Supplier.
8.3. The Supplier shall be obliged to inspect the machines and equipment manufactured in accordance with the technical conditions of this contract, the agreed quality guidelines and the applicable statutory provisions and - as far as possible - to subject them to trial operation. INTEC and the end customer shall have the right to participate in these tests. For this purpose, the Supplier shall notify INTEC of the start of the tests 14 days in advance.
8.4. Containers, apparatus and pipelines that operate under pressure must be tested and inspected by the inspection body responsible at the place of manufacture at the Supplier's expense and must comply with European and/or German or other contractually agreed regulations. Certificates from these bodies must be submitted to INTEC without delay and become part of the technical documentation.
8.5. If defects are discovered during the tests or if the machines and equipment manufactured do not comply with the terms of the contract, the Supplier shall be obliged to rectify such defects immediately at his own expense, without this giving him the right to an extension of the delivery dates provided for in the contract. Thereafter, the machines and equipment must - at INTEC's request - be inspected again.
8.6. The tests shall not be regarded as acceptance of the machines and equipment and shall in no way affect the Supplier's liability for defects, irrespective of the presence of INTEC or the end user during these tests.
8.7. The sole responsibility of the Supplier as well as its obligations for liability for defects and other liability shall not be limited or waived, even if INTEC possibly assists in the design of the construction and determination of the materials and their processing.
8.8. The Supplier shall submit a works certificate to INTEC without delay, but at the latest with the notification of readiness for dispatch, confirming that the machines and equipment comply with the specification and that the agreed technical conditions have been met.
9. Shipping, packaging
9.1. Shipment shall be made in accordance with INTEC's instructions. The Supplier shall coordinate the shipping details with INTEC's shipping department within a reasonable period of time prior to delivery.
9.2. Unless a special type of packaging has been selected in the order, the Supplier shall select an economical and appropriate type of packaging and observe the relevant contractual and statutory provisions, in particular the HPE Packaging Guidelines.
9.3. In particular small parts and particularly sensitive parts must be packed in boxes. All uncoated parts must be provided with a protective coating unless they are already painted. Bare parts must be treated with a preservative to ensure adequate protection for at least one year from delivery. All electrical equipment must be packed watertight in polyethylene.
9.4. If the Supplier requests the return of packaging materials, this must be communicated separately in writing. In this case, the return shipment shall be at the Supplier's expense and risk. In the absence of such instructions, INTEC shall be entitled to dispose of the empties at the Supplier's expense. The same shall apply to the use of disposable packaging.
9.5. If the loading gauge exceeds the transit loading gauge of Deutsche Bahn or the loading gauge of a tarpaulin truck, loading sketches with exact weight details must be sent to INTEC in good time before the planned loading. If this regulation is not observed, all resulting damage and losses shall be borne by the Supplier. For normal shipments, shipping instructions and package marking instructions must be requested from INTEC's Shipping Department in good time before shipment, and preliminary package data must be provided. The final data shall be submitted to INTEC 14 days before the planned loading date, stating whether the delivery is partial or complete. In the case of partial deliveries, the Supplier must also state the value of the consignment. The systems may only be loaded with the express approval of INTEC. The Supplier shall be informed of any further details in good time before dispatch.
9.6. In the case of direct shipment to the end customer, all shipping documents shall be prepared by INTEC or in accordance with its instructions, including in all cases of subsequent deliveries. This shall apply in the same way for the duration of assembly and the warranty period, irrespective of whether such subsequent deliveries are requested by INTEC or Supplier personnel on the construction site or by the end customer directly from the Supplier.
9.7. Any additional costs, customs and/or storage costs arising from non-compliance with this provision shall be borne by the Supplier.
9.8. INTEC shall be responsible for selecting the means of transportation. The Supplier shall be obliged to load and stow the goods to be transported in a manner safe for transportation. Unless otherwise agreed, the Supplier shall arrange and bear the costs of door-to-door transport insurance.
10. Dispatch of the Supplier's technical personnel to the construction site
10.1. At INTEC's request, the Supplier shall send sufficiently qualified technical personnel to the installation site of the entire system.
10.2. Any costs incurred by the Supplier's personnel on the construction site shall be reimbursed by the Supplier, e.g. charges for telephone, e-mail, material withdrawals from INTEC's or the end customer's property against a withdrawal receipt, travel costs for the procurement of construction site material. As a rule, invoicing shall be carried out after the end of installation.
10.3. The Supplier and its representatives on the construction site are not authorized to enter into agreements directly with the end customer that are detrimental to INTEC.
10.4. Copies of all correspondence handled by the Supplier directly with INTEC's construction site in urgent cases (letters, e-mails, etc.) must be sent to INTEC's head office at the same time.
11. Transfer of risk, acceptance
11.1. Unless otherwise agreed in writing, delivery shall be made free to the destination specified in the order. The Supplier shall bear the material risk until acceptance of the goods by INTEC or its agents at the place to which the delivery item is to be delivered in accordance with the order.
11.2. After completion of the assembly of the entire system, test runs of the delivered machines and equipment are carried out to determine whether they comply with the technical data and perform as specified. If the test run is successful, INTEC may issue a provisional acceptance certificate, but this does not replace the final acceptance certificate.
11.3. This is followed by the proof of performance of the entire system, in which the Supplier must prove that the performance guarantee has been fulfilled for its part of the delivery. The final acceptance of the entire system is then carried out by the end customer. After successful acceptance, the end customer draws up an acceptance report, which is also binding for the Supplier.
12. Liability for defects; performance guarantee
12.1. Scope of liability for defects. The delivery item must correspond to the state of the art in terms of design and material. The delivery item must have the agreed quality at the time of the transfer of risk; if a quality has not been agreed, the delivery item must be suitable for the use stipulated in the contract. All deliveries and services must comply with the necessary technical standards and regulations as well as the latest safety and environmental regulations. If a material defect becomes apparent within six months of the transfer of risk, it shall be assumed that the item was already defective at the time of the transfer of risk, unless this assumption is incompatible with the nature of the item or the defect. If a manufacturer's declaration or a declaration of conformity (CE) within the meaning of the EC Machinery Directive (or its successor regulation) is required for the product, the Supplier must send this separately. Labeling obligations must be observed by the Supplier. In particular, the Supplier guarantees
- the use of new and defect-free material,
- flawless design and manufacture,
- perfect function,
- compliance with the agreed technical performance data,
- compliance with quality and durability guarantees,
- the design of pressure vessels, apparatus and pipelines in accordance with the technical documentation provided and the applicable standards and regulations in Germany, unless the order specifies otherwise.
The Supplier shall assume a quality guarantee for compliance with the machine and system parameters listed in the order letter or in the contract documents.
12.2. Notice of defects. Acceptance shall be subject to the proviso that the goods are inspected for defects. INTEC shall inspect the delivery item for any deviations in quality and quantity within a reasonable period of time. When complying with INTEC's statutory obligation to give notice of defects, it must be taken into account that certain defects can only be discovered after extensive inspections, which INTEC is only obliged to carry out insofar as this is feasible and reasonable for INTEC. In any case, the complaint shall be deemed to have been made in good time if it is received by the Supplier within a period of seven working days, calculated from receipt of the goods, or, in the case of defects that become apparent later, immediately after discovery.
12.3. Limitation of claims for material defects. Claims for material defects shall become time-barred 24 months after delivery of the delivery item, unless the delivery item has been used for a building in accordance with its customary use and has caused its defectiveness. In all other respects, the statutory provisions shall apply to all claims of INTEC, in particular claims for damages and their limitation period against the Supplier. If acceptance is to take place at INTEC, the successful final acceptance of the entire system by the end customer shall be decisive for the start of the limitation period. In this case, however, the Supplier shall be liable for a maximum of 36 months from the arrival of the last partial delivery of the complete system at the destination if assembly/commissioning and acceptance are delayed for reasons for which INTEC or the end customer is responsible. If the defective equipment must be repaired or replaced due to the Supplier's liability, and the work for the installation of the system and the test run is impaired as a result, or the system cannot be operated properly in whole or in part due to such repairs or spare parts deliveries, then the duration of the warranty shall be extended by this period. For parts of the delivery that have been repaired or overhauled within the limitation period for INTEC's claims for defects, the limitation period shall begin to run anew at the time at which the Supplier has completely fulfilled INTEC's claims for subsequent performance.
12.4. Remedy of defects. INTEC shall be entitled to the full extent of the statutory claims for defects. In any case, INTEC shall be entitled to demand that the Supplier remedy the defect or deliver a new item, at INTEC's discretion. Section 439 German Civil Code shall apply to the claim for subsequent performance. INTEC expressly reserves the right to claim damages, in particular the right to claim damages in lieu of performance. The free-of-charge rectification of defects or the
free-of-charge replacement of unsuitable parts by the Supplier within the scope of this obligation to assume liability for defects shall include the assumption of all costs for material, freight, packaging, customs duties, disassembly and assembly, assembly assistants, travel costs, expenses, etc. by the Supplier. The defective parts originally supplied, which are replaced by new parts within this framework, shall be available to the Supplier after replacement. Costs of any kind for requested return deliveries of defective or incorrect parts shall be borne by the Supplier.
12.5. Self-remedy. Minor defects whose rectification cannot be delayed and does not require the Supplier's participation shall be repaired by INTEC itself or by a third party commissioned by INTEC and the costs charged to the Supplier at the usual market rate; the same shall apply if the Supplier agrees to rectification of the defects by INTEC's fitters. Furthermore, INTEC shall have the right to take the necessary measures to rectify a defect itself or have it rectified by a third party at the Supplier's expense if (i) the Supplier does not respond to INTEC's notification of a defect within 2 working days, (ii) the Supplier does not take action to rectify the defect within 5 working days of receipt of such notification, (iii) the Supplier refuses to rectify the defect or (iv) the Supplier has failed in an attempt to rectify the defect. In these cases, INTEC's usual installation rates shall apply. In urgent cases in which the Supplier cannot wait for rectification to avoid the threat of disproportionately high damage, the same shall apply if the Supplier has been informed of the defect. The performance of defect rectification measures by INTEC shall not affect the Supplier's liability for material defects. In this respect, the Supplier waives the objection of delayed notification of defects.
12.6. Exclusion of liability. The Supplier shall not be liable for accidents, damage and faulty results resulting from improper handling or excessive use. Defined wearing parts are not subject to liability for defects in the event of normal wear and tear.
12.7. Performance guarantee. The Supplier guarantees that the choice of machinery and equipment meets the requirements for operation by the end customer and that a long service life is ensured. The Supplier guarantees that the machines and equipment to be supplied by him, together with the on-site supplies specified by the Supplier, represent a functional part of the system that provides the agreed performance. If it turns out that individual parts are missing for the function of the entire system which are not expressly identified as being provided or supplied by the end customer or by INTEC, the Supplier shall be obliged to supply these at its own expense.
12.8. Recourse. If a claim is asserted against INTEC by its customer, Section 478 German Civil Code shall apply accordingly to INTEC's recourse against the Supplier. In this case, notwithstanding the above provisions, the limitation period shall commence at the earliest two months after the date on which INTEC has fulfilled the claims asserted against it by its customer, but at the latest five years after delivery of the delivery item by the Supplier to INTEC.
12.9. Retention for liability for defects. Unless another amount has been agreed, 10% of the total order value shall be retained to secure INTEC's claims arising from the Supplier's liability for defects until the end of such liability. This amount shall be redeemable against a bank guarantee or bank surety in the same amount after final acceptance with a term until the expiry of the limitation period for claims for material defects.
12.10. Spare parts. The Supplier undertakes to supply spare parts at normal market conditions for a period of 10 years from commissioning at the end customer.
13. Liability, indemnification, insurance cover
13.1. The Supplier's liability shall be governed by the statutory provisions.
13.2. The Supplier's employees shall have sufficient professional qualifications. The Supplier shall be fully liable for any damage caused by the Supplier's employees, regardless of the nature of the damage. INTEC shall not be liable for any loss of or damage to the Supplier's construction site equipment and tools.
13.3. Insofar as the Supplier is responsible for product damage, he shall be obliged to indemnify INTEC against third-party claims for damages upon first request to the extent that the cause lies within the Supplier's sphere of control and organization and he himself is liable in relation to third parties.
13.4. Within the scope of the Supplier's liability for cases of damage within the meaning of clause 13 the Supplier shall also be obliged to reimburse INTEC for any expenses arising from or in connection with a recall campaign carried out by INTEC. INTEC shall inform the Supplier of the content and scope of the recall measures to be carried out - as far as possible and reasonable - and give the Supplier the opportunity to comment. Other statutory claims shall remain unaffected.
13.5. The Supplier undertakes to maintain product liability insurance with a sum insured of EUR 10 million per personal injury/property damage. In addition, the Supplier shall maintain adequate insurance for its share of the delivery and services with regard to transportation, assembly, accident, operational and environmental liability risks.
14. Third party rights
14.1. The Supplier shall be liable for ensuring that no third-party rights, such as patent, license or other industrial property rights, are infringed in connection with its delivery, in particular by the machines and equipment it supplies.
14.2. If claims are asserted against INTEC by a third party due to an infringement of property rights, the Supplier shall be obliged to indemnify INTEC upon first written request against all claims that third parties may assert against INTEC on the basis of statutory provisions.
14.3. The Supplier's obligation to indemnify relates to all expenses and costs incurred or to be incurred by INTEC from or in connection with the claim by a third party.
15. Retention of title, provision of materials by INTEC
15.1. All materials and production aids which INTEC provides to the Supplier for the execution of the order (e.g. drawings, tools, models, documents) shall remain the property of INTEC. They shall be returned to INTEC after termination of the contract or other fulfillment, excluding any right of retention. Any treatment or processing shall be carried out for INTEC. INTEC shall become the direct owner of the new or transformed item. In the event of processing, combining or mixing with third-party items, INTEC shall acquire co-ownership in the ratio of the value of its material (purchase price plus VAT) to the third-party items at the time of processing, combining or mixing. If the Supplier's item is to be regarded as the main item, the Supplier hereby assigns co-ownership to INTEC on a pro rata basis. The Supplier shall keep the sole or co-ownership for INTEC.
15.2. The Supplier shall bear the risk of accidental loss and deterioration and undertakes to store the materials owned by INTEC free of charge and separately from other items and to mark them separately. These materials may not be given to third parties as security. They may only be used by the Supplier for the above-mentioned order. In the event of seizure by a third party, the Supplier shall notify INTEC immediately. The Supplier shall be obliged to insure the materials and means of production belonging to INTEC - in particular tools - at replacement value against fire, water damage and theft at its own expense. At the same time, the Supplier hereby assigns to INTEC all claims for compensation arising from this insurance; INTEC hereby accepts this assignment.
15.3. The material provided, regardless of its state of production, and the new items produced from it or with it, as well as items in which INTEC has co-ownership, may not be transferred to third parties for processing or storage without INTEC's consent.
15.4. The Supplier shall be obliged to carry out any necessary maintenance and inspection work on INTEC's tools as well as all servicing and repair work at its own expense and in good time. The Supplier shall notify INTEC immediately of any malfunctions; if the Supplier culpably fails to do so, INTEC's claims for damages shall remain unaffected.
15.5. Tools shall become the property of INTEC if the Supplier manufactures them or has them manufactured specifically for the execution of INTEC's order and the manufacturing costs are borne by INTEC or amortized by the prices paid by INTEC.
15.6. INTEC shall be entitled to verify at any time whether the Supplier has fulfilled the obligation assumed under thes provisions.
15.7. In the event of withdrawal, the Supplier hereby gives its consent for INTEC to enter its factory premises and to collect the materials provided but not yet processed.
15.8. INTEC undertakes to release the securities to which it is entitled at the Supplier's request to the extent that the realizable value of INTEC's securities exceeds the claims to be secured by more than 10% in total. INTEC shall be responsible for selecting the securities to be released.
16. Secrecy
16.1. The Supplier shall be obliged to keep strictly confidential all confidential business or technical information and documents of a physical or non-physical nature made accessible by INTEC - including illustrations, drawings, plans, samples, models, dies, matrices or calculations - irrespective of whether INTEC makes them available for the execution of an order or the Supplier manufactures them or has them manufactured according to INTEC's specifications. They shall not be made accessible to third parties for inspection or disposal, disclosed, transferred or passed on without the express written consent of INTEC; they shall remain the exclusive property of INTEC and may only be used or utilized for production on the basis of INTEC's order, but not for other purposes, in particular for the manufacture of goods for third parties or for the provision of services to third parties. Their reproduction or commercial use is only permitted with the prior consent of INTEC. This confidentiality obligation shall also apply after the completion of this contract; it shall expire as long as and to the extent that the knowledge contained in these documents and information has demonstrably become generally known to the public.
16.2. Clause 16.1 shall not apply to such information which was either already publicly known or at least known to the Supplier at the time of disclosure by INTEC or which becomes publicly known at a later date without breach of the above confidentiality obligation.
16.3. At INTEC's request or without request after completion of the order, all business or technical documents and information originating from INTEC, including any copies, shall be returned to INTEC in full. If the Supplier has stored these documents and information in electronic form, this data must be deleted.
16.4. INTEC reserves all rights - in particular property rights and copyrights - to all business or technical information and documents made available by INTEC.
16.5. The Supplier may neither use products himself nor offer or supply products to third parties which have been manufactured according to the commercial or technical documents and information or specifications of INTEC or with its tools or tools copied from these.
16.6. The Supplier shall be obliged to treat INTEC's order and all related commercial and technical details as business secrets.
17. Withdrawal from the contract
17.1. If, after conclusion of the contract, INTEC becomes aware that the Supplier is in an unfavorable financial situation or that a deterioration of assets has occurred which jeopardizes the claim to consideration, INTEC shall be entitled to demand security for the consideration within a reasonable period of time and, in the event of refusal, to withdraw from the contract, taking into account the expenses incurred by INTEC for the unfulfilled part. INTEC shall be entitled to withdraw from the entire contract if it has no interest in the partial delivery.
17.2. INTEC shall also be entitled to withdraw from the contract after setting a reasonable deadline and unsuccessful expiry of the deadline if the Supplier does not fulfill its due performance obligations or no longer fulfills them in accordance with the contract. The Supplier's performance obligations shall include, in particular, compliance with the confidentiality obligation pursuant to clause 16. Section 323 (2) German Civil Code shall apply to the dispensability of setting a deadline. Any existing claims for damages shall remain unaffected. Payments already received by INTEC shall be repaid to INTEC with interest of 5%.
17.3. INTEC shall have the right to withdraw from the contract if the contract between INTEC and the end customer is rescinded or otherwise canceled or if the end customer fails to meet its payment obligations. In this case, INTEC shall reimburse the Supplier for all verifiable costs and expenses incurred by the Supplier up to that point; further claims shall be excluded.
18. Subcontractors of the Supplier
18.1. The Supplier shall not be entitled to subcontract the order placed by INTEC in whole or in part to third parties without the written consent of INTEC.
18.2. Approval does not release the Supplier from the obligation to carefully select its subcontractors with regard to quality and reliability and to monitor the proper fulfillment of the order.
19. Advertising
The Supplier may only refer to the business relationship with INTEC in its advertising if INTEC has given its prior written consent.
20. Foreign trade law, supply chain due diligence obligations
20.1. The Supplier is obliged to comply with the relevant statutory and official regulations and requirements when fulfilling the contract. The Supplier must provide the following information in offers and order confirmations:
- Indication of whether the delivery item requires an export license and the relevant list item number according to German export law,
- Indication of a possible registration of his product according to the US-CCL and the corresponding list number,
- Indication of whether the ordered goods are subject to export authorization in accordance with EC Dual-Use Regulation No. 3381/94 of 19.12.1994 and the corresponding list item number,
- commodity code,
- Country of provenance of the goods,
- Country of origin of the goods.
20.2. The Supplier shall be liable in particular for ensuring that no embargo provisions of the UN Security Council, the European Commission or national legislators are violated or disregarded by the delivery of the delivery items. The Supplier is solely responsible for the proper export of all delivery items from the country of dispatch and undertakes in particular to obtain all permits required in foreign trade.
20.3. The Supplier is obliged to inform in writing as early as possible before the delivery date of any licensing requirements for its goods under applicable German, European (EU) or US export, customs and foreign trade law and under the export, customs and foreign trade law of the country of origin of its goods.
20.4. The Supplier shall ensure that the delivered goods comply with the OECD Due Diligence Guidance for Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and that the applicable due diligence obligations and provisions are complied with, in particular in accordance with Regulation (EU) 2017/821 of the European Parliament and of the Council of 17 May 2017 laying down requirements for the fulfillment of due diligence obligations for Union importers of tin, tantalum, tungsten, their ores and gold originating from conflict-affected and high-risk areas and the Supply Chain Due Diligence Act, as amended.
20.5. The Supplier shall grant INTEC the right to audit the production facilities of the Supplier or the relevant upstream suppliers at any time and to check compliance with supply chain due diligence obligations.
21. Effectiveness, scope of application
21.1. Should any provision of these Terms and Conditions of Purchase be or become invalid, this shall not affect the legal validity of the remaining provisions.
21.2. These Terms and Conditions of Purchase shall apply mutatis mutandis to orders for spare parts for the machines and equipment to be supplied by the Supplier.
22. Applicable law, place of jurisdiction
22.1. The legal relationship between the parties shall be governed by German substantive law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
22.2. The place of jurisdiction for all disputes arising between the parties shall be INTEC's registered office. However, INTEC shall also be entitled to sue the Supplier at its headquarters or the location of its branch office.
22.3. In the event of legal/arbitration proceedings between INTEC and the end customer in relation to the Supplier's share of the delivery, the judgment/ar¬bitration award rendered shall also be binding in this respect in the relationship between the Supplier and INTEC.
23. Data protection
INTEC shall store and process data of the Supplier within the scope of the joint business relationship by means of IT systems in accordance with the requirements of the Federal Data Protection Act.