General Terms and Conditions

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1. Scope of application, exclusive applicability

The following terms and conditions exclusively apply to our offers, deliveries, and services. Upon the first contract conclusion with the customer, it is agreed that these terms also apply to all subsequent transactions. The customer's purchasing and other conditions apply only to the extent that they do not contradict the following terms or we expressly acknowledge them in writing. This also applies if we carry out the delivery to the customer unconditionally while being aware of contradictory or deviating terms of the customer.
Agreements and side agreements made before the conclusion of the contract only become part of the contract if they are included in the written order confirmation.

2. Offer, conclusion of contract, quality of the goods

Our offers are non-binding and without obligation. This also applies if we provide the buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, cost estimates, references to DIN standards), other product descriptions, or documents—even in electronic form—on which we may reserve ownership and copyright rights. The general quality of the products to be delivered and the execution of the order are determined by our written order confirmation. The description of services included in the order confirmation constitutes the exclusive contractual quality of the products to be delivered. Infratron is not liable for any additional quality. The customer cannot derive such an obligation from other representations of the products to be delivered in public statements or advertising, unless they have been explicitly confirmed in writing by authorized representatives of Infratron. The service descriptions contained in the order confirmation are not considered a guarantee.
The buyer’s order for the goods constitutes a binding offer to contract. Unless otherwise specified in the order, we are entitled to accept this offer within 3 weeks of its receipt.
A contract is formed with the order confirmation or the delivery of the goods. In the former case, however, the contract is concluded subject to the correct and timely self-supply by our suppliers. The customer will be promptly informed of the unavailability of the service, and any consideration already paid will be refunded immediately.
If the order confirmation differs from the order, the customer must object in writing immediately, but no later than 7 working days from the date of the order confirmation. Otherwise, the contract is concluded under the conditions stated in the order confirmation.

3. Prices, minimum order value, payment terms

Unless otherwise agreed, our prices are exclusive of packaging, shipping, bank fees, and, unless the customer objects to insurance of the goods by us as per Section 8.4, insurance costs, as well as plus VAT at the statutory rate on the day of invoicing.
We are entitled to charge the prices prevailing in the market on the day of delivery if more than four months elapse between the conclusion of the contract and the delivery.
The minimum order value is €150 for domestic orders and €300 for international shipments.
Invoices are payable within 14 days of receipt without deduction. In the case of payment by check, the date of unconditional crediting is decisive.
However, even within an ongoing business relationship, we are always entitled to require payment in advance for all or part of a delivery. We will notify you of this requirement at the latest with the order confirmation.

4. Late payment

The customer is in default without the need for a reminder if the invoice is not paid within 30 days of receipt.
Upon expiration of the aforementioned payment period, the buyer is in default. During the period of default, the purchase price will accrue interest at the applicable statutory default interest rate. We reserve the right to claim additional damages for default. Our claim for commercial interest on overdue payments (§ 353 HGB) remains unaffected with respect to merchants.

5. Right of withdrawal

If, after the conclusion of the contract, we have legitimate reasons to fear that the customer may not fulfill the contract due to their financial situation, we are entitled to:
a) Declare all outstanding invoices immediately due; b) Withhold all deliveries or services under unfulfilled contracts and withdraw from the contract if the customer is not willing to perform or provide security despite being requested to do so; c) Assert all rights arising from the retention of title (Section 11).
The rights mentioned in Section 5.1 also apply if the customer is in default with a payment for more than four weeks, if accepted bills of exchange or checks are protested, or if an application for the opening of insolvency proceedings over their assets is filed.

6. Set-off, retention

The customer may only set off against our claims if their own claim has been acknowledged by us or legally established.
A right of retention may be asserted if their counterclaim is due and based on the same contractual relationship.

7. Delivery deadlines, delays, withdrawal

All delivery deadlines are always non-binding. The occurrence of a delay in delivery requires a reminder from the customer in every case.
If the delivery is delayed due to unforeseeable obstacles that are not attributable to us even with the exercise of reasonable care under the circumstances of the case, particularly in cases of non-availability of the service, operational disruptions—both in our operation and in external operations dependent on production or transport—caused by war, strike, lockout, unrest, energy shortages, failure of transport and communication means, work restrictions, or any other cases of force majeure, the delivery period will be extended accordingly, even if we are already in default. If the delay lasts longer than 2 months, both we and the customer are entitled to withdraw from the contract. The customer will be promptly informed of the delay and the non-availability of the service, and any consideration already paid will be refunded immediately in the event of withdrawal.
If the delivery date is not met for reasons other than those mentioned in Section 7.2, the customer is entitled to withdraw from the contract if they have previously set us a reasonable (at least three weeks) extension of time in writing with a warning of rejection. In the case of delays with partial deliveries, the customer is only entitled to withdraw from the entire contract if the partial fulfillment is of no interest to them.

8. Delivery, transfer of risk

Delivery is made ex warehouse, which is also the place of performance for the delivery and any subsequent fulfillment. Upon request and at the buyer's expense, the goods will be shipped to another destination (sale by shipment). Unless otherwise agreed, we are entitled to determine the method of shipment (particularly the carrier, shipping route, packaging) ourselves.
The risk of accidental loss and accidental deterioration of the goods passes to the customer as soon as the goods are handed over to the customer, or in the case of a sale by shipment, as soon as the goods are delivered to the carrier, freight forwarder, or any other person or institution designated for the execution of the shipment. This also applies in the case of partial deliveries with respect to the respective partial delivery or if we have assumed additional services, e.g., transport costs or delivery.
Delivery or handover according to Section 8.2 is deemed to have occurred if the customer is in default of acceptance.
All goods to be delivered to the customer will be insured by Infratron at the customer's expense, unless the customer explicitly objects.

9. Liability for defects

In the case of defects, the customer is entitled to the following rights. Commercially usual or technically unavoidable deviations in quality or quantity do not constitute a defect unless expressly assured or guaranteed by us.
The customer must inspect the delivered goods immediately upon receipt for defects, quality, guarantees (promised features), and delivery quantity. Obvious defects must be reported to us immediately, but no later than within one week, in writing. Otherwise, the assertion of the defect claim is excluded. This obligation also applies if we have delivered the goods to third parties at the customer’s request. Timely dispatch is sufficient to meet the deadline.
The customer bears the full burden of proof for all requirements of the claim, particularly for the defect itself, the time of discovering the defect, and the timeliness of the defect notification as per Section 9.2.
In the event of a defect, we will either replace or repair the goods at our discretion. We are entitled to two attempts at replacement or repair. We may make the required subsequent performance dependent on the buyer paying the due purchase price. However, the buyer is entitled to withhold a proportionate part of the purchase price relative to the defect. If replacement or repair is unreasonably delayed for reasons not attributable to us or fails permanently, the customer is entitled to either withdraw from the contract (rescission) or request a corresponding reduction in the purchase price (reduction). However, in the case of only minor breaches of contract, particularly minor defects, the customer has no right of withdrawal.
If the customer receives a defective assembly instruction, we are only obligated to provide a defect-free assembly instruction, and only if the defect in the instruction impedes proper assembly.
Claims for damages or reimbursement of wasted expenses due to defects exist only according to Section 8 and are otherwise excluded.

10. Liability and damages

We are liable for personal injury and damages under the Product Liability Act solely in accordance with the statutory provisions. For other damages, unless otherwise stipulated by a guarantee we have assumed, our liability is limited to the following provisions.
We are liable under statutory provisions: a) For damages caused by attributable, fraudulent behavior, and b) For damages caused by intent or gross negligence of our legal representatives or senior executives.
Our liability for damages is limited to the amount of the typical and foreseeable contract damage: a) For damages resulting from a slight negligence breach of essential contractual obligations or cardinal duties, and b) For damages caused by simple vicarious agents of ours through gross negligence or intent without breach of essential contractual obligations or cardinal duties. Within the scope of Section a), we are not liable for lost profit, indirect damages, consequential damages, and claims from third parties, except for claims arising from the infringement of third-party intellectual property rights.
Any contributory negligence by the customer will be deducted from the amount of any damage claim.
Otherwise, any liability of Infratron is excluded.
To the extent our liability is excluded under Sections 9 or 10, this also applies to the personal liability of our employees and other staff.

11. Retention of title

We retain ownership of the goods delivered to the customer (retained goods) until full payment of all claims arising from an ongoing business relationship has been made.
Goods subject to retention of title may not be pledged or transferred as security to third parties before full payment of the secured claims. The buyer must immediately notify us in writing if an application for insolvency proceedings is filed or if third parties (e.g., garnishments) access the goods belonging to us.
In the event of a breach of contract by the buyer, particularly in the case of non-payment of the due purchase price, we are entitled to withdraw from the contract or demand the return of the goods based on the retention of title. The demand for return does not simultaneously constitute a declaration of withdrawal; instead, we are entitled only to demand the return of the goods and to reserve the right to withdraw. We may only assert these rights if we have previously set the buyer a reasonable deadline for payment, which has expired without success, or if such a deadline is not required by law.
The retention of title extends to products created by processing, mixing, or combining our goods to their full value, with us being considered the manufacturer. If processing, mixing, or combining involves goods from third parties, we acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. In all other respects, the same conditions apply to the resulting product as to the goods delivered under retention of title. The customer stores the sole or co-ownership thus created free of charge for us.
The customer is entitled to resell the retained goods in the ordinary course of business. The claims arising from the resale of the goods or products are hereby assigned to us as security, either in total or in proportion to our potential co-ownership share according to the preceding paragraph. We accept the assignment. The customer’s obligations mentioned in Section 2 also apply to the assigned claims. This assignment is valid regardless of whether the retained goods are resold with or without processing/mixing.
The customer remains authorized to collect the claims alongside us. We commit not to collect the claims as long as the customer meets their payment obligations to us, shows no signs of insolvency, and we do not assert the retention of title by exercising a right according to Section 3. If this is the case, we may request that the customer inform us of the assigned claims and their debtors, provide all necessary information for collection, hand over the related documents, and notify the debtors (third parties) of the assignment. Furthermore, in such cases, we are entitled to revoke the buyer’s authorization to further sell and process the goods subject to retention of title.
We may revoke the authorization for further sale and the collection authorization if the conditions mentioned in Section 5.1 are met or if an application for insolvency proceedings over the customer's assets is filed. In this case, the customer is obliged to provide us with all necessary documents for the collection of the claims.
In the event of third parties accessing the retained goods, the customer must point out our ownership.
If the realizable value of the securities we hold from the retention of title exceeds our total claims by more than 20%, we will, upon the customer’s request, release securities of our choice up to the specified value limit.

12. Statute of limitations

Unless there is a case of fraud, the customer’s claim for subsequent performance due to a material defect or a legal defect, which does not involve a third-party claim based on ownership or other real rights, expires within twelve months from the delivery of the goods.
Unless there is intent or gross negligence, the customer’s claim for damages due to a material defect or a legal defect, which does not involve a third-party claim based on ownership or other real rights, expires within twelve months from the delivery of the goods. This does not apply in cases of personal injury. Claims for personal injury are subject to the statutory limitation period.
Claims by the customer based on a breach of a duty not related to a defect expire—unless there is intent or gross negligence—within two years from the emergence of the claim.

13. Place of performance, jurisdiction

The contract with the customer is governed by German law, excluding the UN Sales Convention.
The place of performance is Unterschleißheim, and the exclusive place of jurisdiction for transactions with merchants, legal entities under public law, or public-law special assets is Munich.
The same applies if the buyer is an entrepreneur within the meaning of § 14 BGB.
However, we are also entitled to file a lawsuit at the place of performance of the delivery obligation according to these General Terms and Conditions or any priority individual agreement, or at the general place of jurisdiction of the buyer. Priority statutory provisions, particularly regarding exclusive jurisdictions, remain unaffected.

14. Data protection

The customer agrees that we collect, process, store, and use customer data arising from orders in connection with order processing, as well as for internal market research and our own marketing purposes. If the customer does not wish for their data to be used for internal purposes, they have the right to object to this use in writing at any time. We will not use or disclose customer data beyond the scope specified in the first sentence.
Infratron GmbH
Lise-Meitner-Straße 1
85716 Unterschleißheim / Germany
Tel: +49 (0)89/158126-0
Fax: +49 (0)89/158126-99
E-Mail: info@infratron.de
Managing Directors: Frank Huesmann / Bernd J. Schächer
VAT ID No. DE 129 38 42 14
Commercial Register Entry No. HRB 49220 Munich