General Terms and Conditions for orders placed with Innograv GmbH and in the Innograv Online Shop ("Innograv Shop")
1. Conclusion of Contract
1.1 The contractual partner for all orders (supply contracts) placed directly with Innograv GmbH as well as all orders placed via the Innograv online shop (“Innograv Shop”) is Innograv GmbH, Leinenkamp 9, 27299 Langwedel-Daverden, Germany; Phone +49 (0)4232 94580, Fax +49 (0)4232 945858; Email: info@innograv.com; Commercial Register: Walsrode HRB 122260.
1.2 All contracts in accordance with clause 1 are governed by the following General Terms and Conditions (GTC).
1.3 Innograv GmbH supplies exclusively commercial customers, legal entities under public law and special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). Commercial customers within the meaning of these GTC are natural or legal persons or partnerships with legal capacity who enter into a business relationship with us in the exercise of their commercial or self-employed professional activity. Orders from private individuals are not accepted.
1.4 If you are not yet a customer, we will verify upon your first order whether you qualify as a commercial customer within the meaning of clause 1.3. We reserve the right to reject orders if necessary. In the online shop, registration on the login page is required for each order. New customers must register in advance using the standard procedure. Prices in the online shop are only visible to registered customers. Customers may request deletion of their customer account at any time in writing (letter, email, fax).
1.5 The presentation of products in our printed catalogues and in the online shop constitutes an invitation to our potential customers within the meaning of clause 1.3 to submit an offer to purchase. Orders placed in writing or by telephone directly with Innograv GmbH, as well as the submission of an order (“shopping cart”) in the online shop, constitute a binding offer by the customer.
1.6 In the online shop, you will receive an automatic confirmation of receipt immediately after submitting your order. This confirmation serves solely to inform you that your order has been received and does not constitute acceptance of your offer.
1.7 Acceptance of the customer’s offer is effected by our order confirmation sent in a separate email. For direct orders outside the online shop, the order confirmation may, in individual cases and upon request, also be provided in written form (e.g. fax).
1.8 We only offer goods that are permanently in stock or can be continuously supplied by reliable suppliers. However, due to the breadth of our product range, delivery bottlenecks may occur for reasons beyond our control. Therefore, all offers in printed catalogues and in the online shop are non-binding.
1.9 Samples are provided solely for illustrative purposes and are intended to indicate the approximate characteristics of the goods. They do not constitute any guarantee regarding specific chemical properties or behavior of the products to be supplied. Deviating agreements must be made in writing.
1.10 Due to technical limitations in catalogue printing as well as screen display and printing processes for online content, the colours and patterns shown in printed catalogues and in the online shop may only represent an approximation of the actual product. They do not form part of the contract.
1.11 Cut materials are manufactured with tolerances in accordance with DIN ISO 2768-m.
2. Prices and Payment
2.1 All prices stated in the printed catalogues and in the online shop are net prices. Statutory value added tax (VAT) at the applicable rate as well as costs for packaging and shipping will be charged separately.
2.2 The costs for packaging and shipping are based on the current delivery and shipping cost schedule, which can be requested from Innograv GmbH. In the online shop, the current list of delivery and shipping costs for Germany and Austria is available. For deliveries to other EU countries, the order confirmation will include the applicable shipping rates of the parcel service provider. If the customer does not agree with the stated rates, they may withdraw from their contractual offer immediately after receipt of the order confirmation by email.
2.3 For first-time orders from new customers, we only accept advance payment by bank transfer. We kindly ask for your understanding. For subsequent orders, we accept both advance payment and payment on invoice.
2.4 Our order confirmation states the total invoice amount for the ordered goods as well as the costs for packaging and shipping. If advance payment has been agreed, please transfer the full invoice amount only after receipt of the order confirmation.
2.5 In the case of advance payment, if the invoice amount has not been received in one of the specified Innograv accounts within 14 days, Innograv shall be entitled to withdraw from the contract.
2.6 If you choose payment on invoice for the first time, we will carry out a credit check in accordance with standard business practice through Creditreform KG.
3. Place of Performance
3.1 The place of performance is our registered office as specified in clause 1. Upon request, we will ship the goods to the customer. The place of performance shall not change due to the seller arranging shipment of the goods.
4. Delivery Time, Shipping and Acceptance
4.1 Delivery in accordance with clause 3.1 sentence 1, as well as handover to the shipping company in the event of shipment, shall take place for goods in stock within 2 days after receipt of payment, provided that the goods do not require further processing by us in accordance with the order.
4.2 If the goods require processing by us in accordance with the order, such processing and delivery shall be carried out in the order in which the orders are received.
4.3 If the goods cannot be delivered within the aforementioned timeframes due to unforeseen circumstances, the customer shall be informed immediately and the further procedure shall be agreed with them. This also applies to partial deliveries. If no alternative agreement is reached, the customer shall be entitled to withdraw from the contract. Any purchase price already paid shall be refunded without delay. Claims for damages of any kind are excluded. Liability for intentional misconduct by employees or agents of Innograv GmbH shall remain unaffected.
4.4 For shipments within the EU carried out on behalf of the customer, delivery shall be made using the parcel service selected by us at the applicable rates in accordance with clause 2.2.
4.5 If shipment is to be made to a country outside the EU, Innograv GmbH shall clarify the modalities with the customer prior to acceptance of the order. Upon request, Innograv GmbH will obtain one or more offers from shipping companies or freight forwarders, as well as statements from German customs and tax authorities. Innograv GmbH shall act solely in the name and on behalf of the customer. Any liability for statements or actions of the commissioned companies as well as of all German and foreign authorities is excluded.
4.6 Unforeseeable events beyond the seller’s control, such as industrial disputes, war, fire, governmental measures, natural disasters or other cases of force majeure, shall release the seller from its obligation to perform for the duration of their effects.
5. Transfer of Risk, Inspection and Notification of Defects
5.1 The risk of loss or deterioration of the goods shall pass to the customer upon handover of the goods to the shipping company commissioned with the transport, or, if the goods are collected by the customer, upon making the goods available for collection.
5.2 The customer shall inspect the goods without undue delay and notify us in writing of any defects without undue delay. In any case, the goods shall be deemed approved if no written notice of defects has been received by Innograv GmbH within 5 working days after receipt.
5.3 If the delivered goods, or goods identical to them, were inspected by the customer prior to purchase and no objections were raised, any subsequent claims, in particular with regard to quality, dimensions or colour, shall be excluded.
5.4 Section 377 of the German Commercial Code (HGB) shall remain unaffected.
6. Warranty and Liability for Defects
6.1 We warrant that the goods are free from defects. Normal wear and tear as well as premature wear resulting from improper or atypical use shall not constitute defects.
6.2 Characteristics of the goods shall only be deemed guaranteed properties in the legal sense if they have been expressly confirmed by us to the customer in writing in each individual case.
6.3 The warranty period shall be one year.
6.4 At our discretion, we shall provide warranty by repair or replacement. In the event of withdrawal from the contract by the customer due to unsuccessful rectification of defects, we shall reimburse the costs of return shipment without undue delay after receipt of the goods. Any further claims for damages of any kind, in particular compensation for indirect damages not affecting the goods themselves, are excluded. Shipments sent carriage forward will not be accepted.
6.5 Innograv GmbH shall not be liable for the functionality of software or software components that were not supplied and installed by us.
7. Retention of Title
7.1 All goods supplied by Innograv GmbH shall remain our property until full payment of all claims arising from the ongoing business relationship has been received. In the event of a breach of contract by the customer, we shall be entitled to take back the delivered goods.
7.2 Until ownership has passed to the customer, the customer is obliged to treat the goods with due care. In particular, the customer shall insure the goods at their own expense against theft, fire and water damage at replacement value. The customer hereby assigns to Innograv GmbH in advance any claims against the insurance company in the event of damage.
7.3 The customer shall be entitled to process, further process and resell the goods subject to retention of title in the ordinary course of business. Any other disposition, in particular pledging or transfer by way of security, shall not be permitted.
7.4 Any processing, transformation or conversion of the goods by the customer shall be carried out in our name and on our behalf. In the event of processing or mixing, we shall acquire co-ownership of the new item in proportion to the objective value of our goods in relation to the other processed items at the time of processing or mixing. If, in the case of mixing, items belonging to third parties are to be regarded as the main item, the customer shall transfer proportionate co-ownership to Innograv GmbH.
7.5 The customer hereby assigns to Innograv GmbH, upon conclusion of the contract, all claims arising from the resale of goods subject to retention of title up to the amount of the respective outstanding total claim as security. In the event of resale together with other goods for a total price or resale of processed or mixed goods, the assignment shall apply in the amount of the invoice value of the goods subject to retention of title included in the resale.
7.6 Notwithstanding the assignment, the customer shall remain entitled to collect the claims as long as they fulfil their payment obligations towards Innograv GmbH. The right of Innograv GmbH to collect the claims itself shall remain unaffected. If the customer is in default of payment for more than 60 working days, the authorization to collect claims shall automatically expire. The same applies in the event of an application for the opening of insolvency proceedings against the customer. In such cases, the customer shall immediately store or mark the goods subject to retention of title separately. Any incoming payments from the assigned claims shall be credited to a separate account. In these cases, Innograv GmbH shall also be entitled to immediately reclaim the goods without prior notice.
7.7 In the event of seizure by third parties or other legal access by third parties to the delivered goods, the customer shall notify us immediately in writing. The same shall apply if the customer or a third party files for the opening of insolvency proceedings.
8. Packaging and Disposal
8.1 Our deliveries are made exclusively to business customers.
8.2 The packaging used, in particular cartons, pallets, strapping and stretch film, is intended for industrial use and does not typically end up with private end consumers. Transfer to private end consumers is not intended.
8.3 The disposal of packaging is the responsibility of the business customer in accordance with the applicable legal regulations.
8.4 We offer the return of transport packaging upon prior agreement. The costs of return shall be borne by the customer.
9. Data Protection
All data transmitted to us by our customers shall be treated as strictly confidential. It will be used exclusively for the purpose of processing our business relationship. Data will only be disclosed to third parties to the extent necessary within the scope of this business relationship, for example for shipping and for credit checks in accordance with clause 2.6. In the online shop, orders are transmitted using a secure procedure. The IP address is only transferred in anonymised form to specialist providers for traffic analysis. We shall not be liable for any loss of data during transmission and/or misuse of data that, despite secure transmission, may come into the possession of third parties.
10. Applicable Law
10.1 This contract and all legal relationships between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
10.2 Should any provision of this contract be or become invalid, the validity of the remaining provisions shall remain unaffected.
11. Jurisdiction
11.1 The place of jurisdiction for all disputes arising out of or in connection with this contract shall be our registered office.
12. Prevailing Version
12.1 These General Terms and Conditions are provided in German and English. In case of doubt, the German version shall prevail.