1. General Provisions
1.1 All deliveries and services of iCD. Vertriebs GmbH (hereinafter referred to as iCD), shall be rendered based on these same General Terms of Business. Expressed written approval of iCD. is required in the event of divergent or supplementary agreements. Said approval requirement shall especially apply for opposing terms of business. Written confirmation is required for all orders of products and purchase orders and any special assurances from iCD.
1.2 These General Terms of Business shall primarily supersede any general terms of business used by customers.
2. Closing of Contracts
Offers of iCD. are without obligation. A contract shall initially be formed when iCD. confirms it in writing. These same Terms of Business shall insofar supplement other contractual provisions of iCD. A customer’s offer is binding for the customer for a period of 14 days, and iCD. may accept it within said period. The customer recognizes these same Terms of Business when he places his order. The same shall also apply in the event that iCD. does not expressly oppose customer’s divergent terms and conditions.
3. Delivery Dates & Time Periods
3.1 All dates and time periods for deliveries and services of iCD. are solely binding if the customer and iCD. have indicated in writing that they are binding. If a time period cannot be adhered to on grounds for which iCD. bears no responsibility, then any such time period shall extend commensurate with the duration of the same.
3.2 Delivery dates and time periods are deemed met upon delivery to the delivery address of the licensee. Delivery shall be made free to buyer’s address. iCD. is entitled to make partial deliveries or render partial services.
3.3 Unanticipated events such as Force Majeure or civil unrest, shipping delays, strikes or other events that interrupt operations shall release iCD. from the requirement to deliver in due time for the duration thereof. The same shall also apply if any such event commences during a pre-existing delay.
3.4 The customer shall grant iCD. free access on the agreed customer service date to equipment and unimpeded access to affiliated diagnosis and application programs, documentation, etc. The customer shall bear any costs that arise from delay of delivery or performance of service caused by conditions for which the customer is required to bear responsibility.
4.1 All deliveries and services shall be performed at the prices and separate conditions, if applicable, of the respective kind of contract that forms the basis of the business transaction, supplemented by these same General Terms of Business. The respective version of the iCD. Price List, as currently valid at the time that an individual order is placed, shall apply. iCD. reserves the right to modify prices.
4.2 All prices quoted by iCD. are strictly net prices. The statutory sum of VAT shall be added to them.
5. Terms of Payment
5.1 Unless otherwise agreed, our invoices are due for payment immediately after they are received without any deductions.
5.2 The buyer shall enter into default 7 days after surrender of the product or service. We are entitled from this time on to charge interest on arrears at a rate that is 3% above the respective discount rate of the German Central Bank (Deutsche Bundesbank) and to demand collection expenses, dunning expenses and other required collection fees, which the buyer is required to pay.
5.3 All payment claims of iCD. are due for immediate payment if the Terms of Business of iCD. are not observed. In any such instance, iCD. is solely obligated to render further performance against advance payment or collateral security, or it may cancel the contract.
6. Retention of Title
iCD. shall retain ownership of delivered products up o complete payment of the purchase price and up to satisfaction of all payment claims arising from the business relationship. The buyer shall refer to our ownership and notify us immediately in the event of seizure, and especially attachment, of the products by third parties. The buyer shall bear costs and damages.
7. Software Usufructuary Rights
The original version and all copies of a licensed program and all parts of a licensed program that are contained in a modified program shall remain owned property of iCD. Closing of a software license agreement is required for use of programs supplied by iCD.
iCD. reserves the right at all times to all copyrights and rights to registered word marks of licensed software products for iCD. GmbH & Co. KG, Frechen, Germany.
9. Venue of Courts & Choice of Law
9.1 Frechen, Germany is deemed venue of courts for all disputes that result directly or indirectly from the contractual relationship.
9.2 German Law shall solely apply, under exclusion of the UN Convention on International Sale of Goods (CISG), for these same General Terms of Business and all legal relationships between iCD. and the buyer.