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Terms of Use

General Terms and Conditions of Business of Instrumex GmbH

  • Application of the Terms and Conditions
    • The deliveries, performances and offers of Instrumex GmbH shall be made exclusively on the basis of these Terms and Conditions of Business. The same shall, therefore, be applicable also to all future business transactions even if not expressly agreed upon once again. Counter-von-firmations of the Purchaser and any reference to his Terms and Conditions of Business and/or of Purchase are herewith contested.
    • Deviations from these Terms and Conditions of Business which are made by representatives of Instrumex GmbH shall be legally valid only if confirmed in writing by the Seller.
  • Prices
    • The legal value-added tax shall be payable in addition to the purchase price for each part delivered.
    • The prices shall be exclusive of shipment, packing and insurance. The prices for shipment, packing and insurance shall be agreed upon separately.
  • Payment
    • Unless otherwise agreed, the Seller´s invoices shall be payable within the 10 days following the invoice date without deduction. For international customers the Seller´s invoice shall be payable in advance on order.
    • In the event that the Purchaser is in default, the Seller shall be entitled to claim payment of interest at a rate of 1.5% per month (which corresponds to 18% per year) or at the maximum rate permissible by law as from the date of default. The Purchaser shall have the right to prove that the Seller has not suffered damage or has suffered considerably less damage as a result of the default.
    • In the event and after expiration of a reasonable additional period granted by the Seller, the Seller shall be entitled to rescind the contract and to claim damages for non-performance and, in particular, to take possession of the goods delivered and to collect all amounts due including the costs of reasonable attorney´s fees.
    • In the event that the Purchaser does not fulfil his obligation to pay, the Seller shall be entitled to claim immediate payment of the total residual debt even if he accepted checks. In this case, the Seller shall be entitled, in addition, to demand payment in advance or furnishing of security.
  • Warranty
    • Instrumex warrants that each part delivered is fit to be used.
    • The Seller shall, without costs, repare or replace defective parts, if any, during the warranty period of six (6) months. Any other warranty claims, in particular, claims for compensation for consequential damage shall be excluded. However, the Purchaser shall be entitled to demand rescission of the sale or reduction of the purchase price to the extent that the repair or the replacement fails.
    • The foregoing paragraphs finally cover the warranty for deliveries and performances of Instrumex GmbH and they exclude other warranty claims of any kind whatsoever. In particular, Instrumex does not warrant marketable quality and usability of the products for a specific purpose or specific use.
  • Reservation of Title
    • Instrumex GmbH retains title to the goods until satisfaction of all claims (including balances) which the Seller has or will have against the Purchaser for any legal reason whatsoever as a result of the business relationship. In case of processing, installation or transformation, the Seller shall in all cases be deemed producer without obligation on the Seller´s part. In the event that the Seller´s title extinguishes because of combination, it is agreed here and now that the Purchaser´s title to the indivisible item passes to the Seller on a pro rata basis. The Purchaser shall without costs hold the Seller´s (co-ownership) title in custody.
    • The Purchaser shall be entitled, provided that he is not in default, to process and sell the goods which are subject to reservation of title within the ordinary course of business. Pledging or transfer of ownership by way of security shall not be permitted. The Purchaser here and now fully assigns to Instrumex GmbH, as a security, the claims resulting from resale or any other legal reason whatsoever (insurance, tort) relation to the goods which are subject to the reservation of title. Instrumex GmbH will release assigned claims in the event that the amount of the claims assigned in advance exceeds the secured claim by more than 20%. Instrumex GmbH revocable authorizes the Purchaser, in the event that the Purchaser does not comply with the contract, to collect the claims assigned to the Seller in its own name and for the Seller´s account. Upon request of Instrumex GmbH, the Purchaser shall disclose the assignment and furnish to Instrumex the necessary information and documents.
    • In the case of attachments of the goods which are subject to reservation of title, the Purchaser shall refer to the Seller´s title and he shall immediately inform the Seller. The Purchaser shall bear the costs and the damage.
    • In the event that the Purchaser does not comply with the contract, in particular, in the case of default of payment, the Seller shall be entitled, at the Purchaser´s cost and expense, to repossess the goods which are subject to reservation of title or, as the case may be, to claim assignment of the Purchaser´s claim for return against third parties. Repossession as well as attachment of goods which are subject to reservation of title by the Seller shall, unless the Installment Purchase Law is applicable, not be deemed rescission of the contract. The Seller shall return the goods to the Purchaser as soon as the Purchaser has fulfilled his obligation to pay.
  • Liability of the Contractual Partner
    • If several contractual partners are named in the contract, they shall be liable jointly and severally.
    • Non-exercise of any of its rights or waiver of any rights by Instrumex shall not be deemed a waiver of any other claims or rights
  • Limitation of Liability
    • Damage claims deriving from impossibility of performance, positive violation of contractual duty (not consisting of delay of performance or due to supervening impossibility), fault upon conclusion of the contract and tort shall be excluded both against Instrumex GmbH as well as against persons employed by it in performing an obligation and/or its vicarious agents.
  • Software
    • To the extent that products which have been delivered include software, such software shall remain the property of Instrumex or its licensor. The content and the conditions of any software license agreements which concern the software of the products delivered are incorporated in the contract and supersede anything to the contrary in the contract. The Purchaser herewith agrees that he is bound to the content and conditions of a software contract, in particular, to provisions limiting use and transfer of software.
    • Unless otherwise permitted, the Purchaser agrees to use software only with the products supplied and not to copy, remove, license, lease, transfer, sell, change, modify or pledge software without the prior written consent of Instrumex.
    • The Purchaser agrees that he will, in no case, copy software without simultaneously copying also any copyright reference and any reference to ownership which is provided for in the original software.
    • Instrumex gives a warranty with respect to software only to the extent that the licensor gives a warranty. In particular, Instrumex does not give any independent warranty regarding the functioning of the software.
  • Applicable Law, Place of Jurisdiction. Partial Invalidity, Final Regulation
    • This business relationship and the entire legal relationship between Instrumex GmbH and the Purchaser shall be governed by the laws of the Federal Republic of Germany without the conflict of law regulations.
    • To the extent permissible by law, the courts of Munich shall have exclusive jurisdiction over all disputes resulting directly or indirectly from the contractual relationship.
    • In the event that any provision of these Terms and Conditions of Business or any provision within the framework of other agreements is or becomes legally ineffective this shall not affect the validity of all other provision or agreements.
    • The contractual regulations are final. Deviations or supplements which are agreed to by representatives of Instrumex GmbH shall be legally valid only if confirmed in writing by the Seller.