Delivery Terms

General Terms and Conditions of Sale of Ionic Systems GmbH

1. General:

The sale of our goods and our other services are based exclusively on the following terms and conditions of sale, even if we have not objected to the purchaser's different purchasing terms and conditions, which we hereby expressly reject, in individual cases. At the latest when the customer accepts our goods or other services, the terms and conditions of sale are deemed to have been accepted without reservation, even in the event of his previous objection. Deviations from the sales conditions require our express prior written consent for each individual contract to be effective.

2. Offer:
i. Our offers are always non-binding unless we have expressly confirmed their binding nature in writing. Subsidiary agreements of any kind require written confirmation to be valid.
ii. The documents associated with the offer, such as illustrations, drawings, weight and dimension information, are only approximately authoritative unless they have been expressly confirmed in writing as binding.
iii. We reserve ownership and copyright to cost estimates, drawings and other documents. They may not be made accessible to third parties without our express permission. Conversely, we undertake to only make plans designated as confidential by the customer available to third parties with the customer's consent.

3. Prices:
i. The prices mentioned generally apply ex works and do not include packaging, assembly and commissioning.
ii. Upon request, we will provide a specialist to carry out assembly and commissioning work at the usual rates.

4. Delivery:
The written order confirmation from the supplier is decisive for the scope of the delivery. Subsidiary agreements and changes require written confirmation from the supplier. The delivery dates stated in our offer regularly indicate the expected delivery date, which we endeavor to adhere to. If a delivery deadline expressly agreed to in writing is not adhered to, the purchaser is entitled to set us a reasonable grace period in writing. If the delivery deadline is not met by the end of the grace period, the customer has the right to withdraw from the contract. Delivery has been made on time as soon as the goods have left our company before the deadline has expired. Circumstances or events for which we are not responsible which make delivery impossible or unreasonably difficult, e.g. traffic and operational disruptions, raw material or energy shortages, strikes or lockouts, release us from the delivery obligation for the duration of the hindrance and a reasonable start-up time. If the hindrance is not expected to end within a reasonable period of time, we are entitled to withdraw from the contract in whole or in part without any obligation to make subsequent delivery. Claims for damages by the customer are excluded. If the customer refuses delivery even after a reasonable grace period has expired, we are entitled, without prejudice to other claims, to offset a claim for compensation for the damage, but without proof of this, to offset our costs with a flat rate amounting to up to a quarter of the purchase price to demand.

5. Shipping and transfer of risk:
Shipping is always at the customer's risk and, unless otherwise agreed, at the purchaser's expense. When the goods are delivered to the transport company, the risk is transferred to the customer. The customer is obliged to check the goods immediately after delivery for completeness and visible damage and to report any loss or damage to us without culpable delay.

6. Payments:
The invoice amounts are payable to Ionic Systems GmbH without deductions within 30 days of the invoice date. The timeliness of payment depends on receipt of the amount for our unconditional disposal. We only accept checks as payment.

7. Retention of Title:
i. The delivery item remains our property until all payments from the delivery contract have been received.
ii. Until then, we are entitled to insure the delivery item against all possible damages at the buyer's expense, unless this has been verifiably done by the buyer himself.
iii. The purchaser may neither pledge the delivery item nor assign it as security. We must be informed immediately if seizures, confiscations or other orders from third parties occur.
iv. The assertion of the retention of title and the seizure of the delivery item by us does not constitute a withdrawal from the contract, unless the law regarding installment transactions applies.
v. All costs arising from the exercise of our ownership rights must be borne by the purchaser.

8. Liability for Defects in Delivery:
The supplier is liable for defects in the delivery, which also include the lack of expressly guaranteed properties, to the exclusion of further claims as follows:
i. All parts which can be proven to be unusable or unusable within 6 months of commissioning as a result of a circumstance prior to the transfer of risk - in particular due to faulty design, poor building materials or defective workmanship - must be repaired or replaced free of charge at the reasonable discretion of the supplier be significantly affected. The discovery of such defects must be reported to the supplier immediately in writing. Replaced parts become the property of the Supplier. If shipping, installation or commissioning is delayed through no fault of the supplier, the supplier's liability for the assignment of the liability claims to which it is entitled against the supplier of the third-party product expires.
ii. The purchaser's right to assert claims based on defects expires in all cases 12 months from the time of the timely complaint, but at the earliest upon expiry of the warranty period.
iii. No liability is assumed for damages that arise from the following reasons: unsuitable or improper use, incorrect assembly or commissioning by the customer or third parties, natural wear and tear, incorrect or negligent handling - in particular excessive stress -, unsuitable operating materials, replacement materials, defective Construction, unless they are due to the fault of the supplier.
iv. After communicating with the supplier, the purchaser must give the necessary time and opportunity to carry out all repairs and replacement deliveries that the supplier reasonably deems necessary, otherwise the supplier is released from liability for defects. Only in urgent cases of a risk to operational safety, of which the supplier must be informed immediately, or if the supplier is in arrears in rectifying the defect, does the purchaser have the right to have the defect remedied himself or through a third party and to have it rectified by the supplier as appropriate to demand reimbursement of his costs.
v. Of the direct costs arising from the repair or replacement delivery, the supplier - if the complaint turns out to be justified - bears the costs of the replacement item including shipping as well as the reasonable costs of removal and installation, furthermore if this is reasonably required in the individual case the costs of any necessary provision of fitters and assistants. Apart from that, the customer covers the cost.
vi. The replacement piece and the repair are guaranteed in the same way as for the delivery item. The period for liability for defects in the delivery item is extended by the duration of the operational interruption caused by the repair work.
vii. The supplier can refuse to remedy defects as long as the purchaser does not fulfill his obligations.
vii. Any changes or repair work carried out improperly by the purchaser or third parties without the supplier's prior approval will void liability for the resulting consequences.
ix. The purchaser has no further claims, in particular a claim for compensation for damage that did not occur to the delivery item itself.

9. Right of the Customer to Withdraw:
i. The purchaser can withdraw from the contract if the entire service becomes impossible for the supplier before the transfer of risk. He can also withdraw from the contract if, when ordering similar items, the execution of part of the delivery becomes impossible due to the number and he has a legitimate interest in rejecting a partial delivery; If this is not the case, the customer can reduce the consideration accordingly.
ii. If there is a delay in performance within the meaning of Section 4 of the Delivery Conditions and the purchaser grants the defaulting supplier a reasonable grace period with the express declaration that he will refuse to accept the service after this deadline has expired, and the grace period is not adhered to due to the fault of the supplier , the customer is entitled to withdraw.
iii. If the impossibility occurs during the delay in acceptance or through the fault of the purchaser, the purchaser remains obliged to provide compensation.
iv. The purchaser also has the right to withdraw from the contract if the supplier, through his own fault, allows a reasonable grace period given to him to rectify or improve a defect for which he is responsible within the meaning of the delivery conditions to expire without success. The appropriate grace period does not begin until the defect and the supplier's duty of defense have been recognized or proven.
v. All other further claims of the purchaser are excluded, in particular for conversion, termination or reduction as well as for compensation for damage of any kind, including damage that did not arise from the delivery item itself.

10. Supplier's Right to Withdraw:
In the event of unforeseen events within the meaning of Section 4 of the Delivery Conditions, if they significantly change the economic significance or content of the service or have a significant impact on the supplier's operations, and in the event that execution subsequently becomes impossible, the supplier is entitled to the right to withdraw from the contract in whole or in part. The customer has no claims for damages due to such withdrawal. If the supplier wishes to make use of the right of withdrawal, he must inform the purchaser of this immediately after becoming aware of the significance of the event, even if an extension of the delivery period was initially agreed with the purchaser.

11. Place of Jurisdiction:
Place of fulfillment for delivery is Kiel. The Kiel District Court is responsible for all disputes, regardless of the amount in dispute.

12. Final Provision:
If individual provisions of the sales and delivery conditions are invalid, the laws according to the German Civil Code (BGB) apply in case of doubt. However, the remaining provisions remain unaffected. The legal invalidity of individual provisions does not affect the binding nature of the contract. The customer's data relating to business transactions with him will be processed in accordance with the Federal Data Protection Act.