General Terms and Conditions (GTC) of INCT GmbH
1. Scope of Application
(1) These General Terms and Conditions (GTC) apply to all contracts, deliveries, and services of INCT GmbH, as well as to all present and future business relationships with commercial customers (B2B), legal entities under public law, or special funds under public law.
(2) Conflicting or deviating terms and conditions of the purchaser shall not become part of the contract, even if INCT GmbH does not expressly object to them. The silence of INCT GmbH shall not constitute consent.
(3) Individual agreements (e.g., written offers, order confirmations, or technical specification sheets) shall take precedence over these GTC.
2. Use of Website Content
(1) Website content, data sheets, product presentations, and drawings serve informational purposes only and do not constitute a legally binding offer.
(2) All technical data, illustrations, CAD elements, and documentation may not be copied, distributed, altered, or commercially used without the prior written consent of INCT GmbH.
3. Offers and Conclusion of Contract
(1) Offers issued by INCT GmbH are non-binding unless expressly stated as binding in writing.
(2) A contract is concluded only by a written order confirmation or by delivery.
4. Prices and Payment Terms
(1) All prices are net prices, exclusive of statutory VAT, packaging, insurance, shipping, and any customs or import charges.
(2) Unless otherwise agreed, invoices must be paid within 10 days net from the invoice date.
(3) In the event of payment default, INCT GmbH is entitled to:
• charge default interest at 9 percentage points above the base rate pursuant to §288 (2) BGB, and
• claim reasonable dunning and collection costs.
(4) Rights of retention by the purchaser are only recognized if based on undisputed or legally established claims.
5. Delivery Terms / Incoterms®
(1) Unless expressly agreed otherwise, delivery is made in accordance with Incoterms® 2020 – EXW (Ex Works) Aalen, Germany.
(2) Goods are made available at the Aalen location. Transportation, loading, insurance, export/import procedures, and customs clearance are the responsibility of the purchaser.
(3) Risk transfers to the purchaser upon provisioning of the goods at the pickup location.
(4) INCT GmbH may support the purchaser with technical information or export/import documentation upon request, without assuming liability.
6. Delivery Time and Delivery Obstacles
(1) Delivery dates are non-binding estimates unless expressly guaranteed in writing.
(2) Events beyond the control of INCT GmbH (including force majeure, natural disasters, epidemics, supply chain disruptions, material shortages, political conflicts, governmental measures, strikes) shall reasonably extend delivery periods.
(3) If the obstruction lasts longer than 8 weeks, both parties are entitled to withdraw from the contract regarding the parts not yet fulfilled. Claims for damages are excluded.
7. Retention of Title
(1) Delivered goods remain the property of INCT GmbH until full payment of all claims has been made.
(2) Resale is permitted only in the ordinary course of business. Upon resale, the purchaser hereby assigns to INCT GmbH all claims arising from such resale.
(3) Processing or combination with other goods shall be carried out in the name and on behalf of INCT GmbH. Ownership extends proportionally to the newly created product.
8. Product Information / Technical Data
(1) Product descriptions, CAD models, drawings, or illustrations do not constitute warranted characteristics or guarantees.
(2) Binding technical specifications arise exclusively from:
• written offers,
• order confirmations,
• technical data sheets / specification sheets issued by INCT GmbH.
9. Consulting and Application
(1) Recommendations concerning selection, integration, and use of products are made to the best of INCT GmbH’s knowledge.
(2) They do not replace independent testing by the purchaser.
(3) Responsibility for suitability, process parameters, and system integration lies solely with the purchaser.
10. Software / Firmware / Technical Documentation
(1) Software, firmware, configuration files, and documentation are provided without warranty of specific properties, functions, or compatibilities, unless expressly guaranteed in writing.
(2) INCT GmbH assumes no liability for integration, compatibility, or application problems with third-party products unless compatibility has been expressly confirmed in writing.
(3) Software may only be used within the contractual scope. Reverse engineering, decompilation, or modification is prohibited to the extent permitted by law.
11. Warranty (Defects Liability)
(1) Statutory defect liability applies to delivered goods under B2B regulations.
(2) Obvious defects must be reported in writing within 10 business days of receipt. Hidden defects shall be reported immediately upon discovery.
(3) In the case of justified and timely defect notification, INCT GmbH reserves the right
to
• repair the defect, or
• provide replacement delivery.
Only if these measures fail shall the purchaser be entitled to withdraw or reduce the price.
(4) Recourse claims (§445a BGB) are excluded if goods have been processed, modified, or used outside of specified operating conditions by the purchaser or third parties.
12. Product Guarantee
A guarantee is granted only if expressly designated as a “guarantee” in writing.
Information contained on websites or marketing materials does not constitute a guarantee.
13. Liability
(1) INCT GmbH is liable without limitation in cases of:
• intent or gross negligence,
• injury to life, body, or health,
• mandatory statutory liability, e.g., under product liability law.
(2) In cases of simple negligence, INCT GmbH is liable only for breach of essential contractual obligations (cardinal duties).
Essential contractual obligations are those whose fulfillment enables proper execution of the contract and upon which the purchaser may legitimately rely.
(3) Liability is limited to foreseeable damages typical for the contract.
(4) Liability for indirect damages, loss of profit, production downtime, data loss, or additional system integration costs is excluded unless resulting from intent or gross negligence.
(5) Downloads, software, and digital content are used at the purchaser’s own risk.
14. Export / Compliance Regulations
(1) The purchaser undertakes to comply with all national and international export, customs, and embargo regulations.
(2) If an export or usage authorization is denied or revoked, INCT GmbH is entitled to withdraw from the contract. Claims for damages are excluded.
15. Confidentiality
(1) Business, production, or technical information disclosed in the course of cooperation shall be treated as confidential.
(2) Such information may not be disclosed to third parties or used outside the contractual relationship without written consent from INCT GmbH.
(3) The confidentiality obligation remains in force for at least 5 years after termination of the contract, unless statutory disclosure obligations apply.
16. Data Protection
The applicable privacy policy of INCT GmbH applies in its current version.
It can be accessed via the website or provided upon request.
17. Severability Clause
If any provision of these GTC is wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.
The invalid provision shall be replaced by a provision that most closely reflects its economic intent.
18. Written Form
Amendments or supplements to these GTC must be made in writing.
This also applies to the waiver of the requirement for written form.
19. Applicable Law and Jurisdiction
(1) The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(2) For all disputes arising from or in connection with contracts with commercial customers, Aalen, Germany, is agreed as the exclusive place of jurisdiction.