Terms & Conditions
Version for business dealings with entrepreneurs, legal entities under public law and public-law special funds.
Note: These T&Cs are a draft. Please adapt them to your actual business model and have them reviewed by a lawyer (especially warranty, venue, liability).
§ 1 Scope
(1) These T&Cs of Industriparts GmbH, Cologne (“Seller”) govern all contracts for the delivery of goods — in particular industrial automation parts — between the Seller and its customers. (2) Customers within the meaning of these T&Cs are exclusively entrepreneurs per § 14 German Civil Code (BGB), legal entities under public law and public-law special funds. Our services are not directed at consumers (§ 13 BGB). (3) Deviating or conflicting terms do not become part of the contract unless the Seller expressly agrees in writing.
§ 2 Contract conclusion
(1) The presentation of products, categories and brands on the website is not a binding offer but a non-binding invitation to submit an enquiry. (2) A customer enquiry (“Request for Quotation”) is not yet an order. The Seller prepares a binding quotation stating price, availability, lead time and validity. (3) The contract is concluded by the Seller’s written order confirmation or by delivery.
§ 3 Quotations & prices
(1) All prices are net, excluding VAT, plus the applicable statutory VAT unless documented as intra-community supply or reverse charge. (2) Our prices are quoted on request (“Price on request”) per quotation; there is no published fixed price. (3) Unless otherwise noted, quotations are valid for 14 days. (4) Deliveries within Germany do not include shipping costs unless stated in the quotation. For deliveries abroad, customs clearance, import VAT and duties may apply additionally to the recipient.
§ 4 Availability and successor models
(1) We supply new original parts. All statements on availability, manufacturer status (current article, or one with an official successor) and origin are subject to actual availability. (2) Where a manufacturer has superseded an article, we offer the official same-brand successor and state the mapping in the quotation. (3) Successor models are expressly labelled as such; technical fit is to be verified by the customer before installation unless otherwise warranted. (4) The Seller is not an authorised partner of the named manufacturers.
§ 5 Delivery & shipping
(1) Unless designated as binding in the quotation, lead times are approximate. (2) Partial deliveries are permitted insofar as reasonable for the customer. (3) Passage of risk follows § 447 BGB upon handover to the carrier for foreign shipments. (4) The Seller is in default of delivery only after a reminder, except for calendar-dated performance.
§ 6 Payment & due date
(1) Unless otherwise agreed, invoices are payable within 14 days of the invoice date without deduction. (2) Payment methods: SEPA bank transfer, prepayment. (3) Skonto or rebates require express agreement in the quotation. (4) On default the buyer pays interest per § 288(2) BGB. (5) Set-off is only permitted with undisputed or legally established counterclaims.
§ 7 Retention of title
Delivered goods remain the property of the Seller until full payment of all claims arising from the business relationship (§ 449 BGB).
§ 8 Warranty for defects
(1) The Seller is liable for material defects under statutory provisions, subject to the following. (2) For the new original parts we supply, the warranty period towards entrepreneurs is 12 months from passage of risk. (3) Remedial performance is, at the Seller’s choice, replacement delivery or repair. (4) Apparent defects must be notified within 10 days of receipt, concealed defects without delay upon discovery. (5) No warranty for damage from normal wear, improper installation, electrical overload, unauthorised repair or disregard of manufacturer documentation.
§ 9 Product liability, conformity and export
(1) We supply new original goods that, at passage of risk, meet the warranted characteristics and applicable law. (2) The customer is responsible for export licences and customs regulations unless expressly agreed.
§ 10 Liability
The Seller is liable without limitation for intent and gross negligence, malicious concealment of a defect, assumed guarantees, injury to life, body or health, and under the Product Liability Act. For simple negligence the Seller is liable only for breach of a fundamental contractual obligation, then limited to the typically foreseeable damage.
§ 11 Third-party rights: brands, manufacturers, images
All third-party trademarks, company names and logos (e.g. Siemens, ABB, Schneider Electric, Phoenix Contact, Omron, SICK, Pepperl+Fuchs, Eaton, WAGO, Finder, JUMO, Datalogic) are the property of their respective owners. Naming serves solely to describe goods per § 23 German Trademark Act and implies no affiliation, partnership, licence or authorisation.
§ 12 Data protection
Information on the processing of personal data is in our Privacy Policy.
§ 13 Right of withdrawal
A statutory right of withdrawal exists only for consumers. As our business is directed exclusively at entrepreneurs, a right of withdrawal regularly does not apply. Details: Returns Policy.
§ 14 Dispute resolution
We are neither willing nor obliged to take part in consumer dispute-resolution proceedings.
§ 15 Governing law & venue
(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). (2) If the customer is a merchant, a legal entity under public law or has no general place of jurisdiction in Germany, the exclusive venue for all disputes is Cologne.
§ 16 Severability
Should individual provisions be or become invalid, the validity of the remainder is unaffected. The invalid provision is replaced by an effective one closest to its economic purpose.