I. Applicability and Contact:
These General Terms and Conditions of IFBIP apply to all agreements which the Customer enters into with IFBIP with respect to the goods presented on www.ifbip-shop.com. The inclusion of the Customer’s own terms is hereby rejected unless agreed otherwise in writing.
Customer” within the meaning of Section I.1. and hereinafter refers exclusively to entrepreneurs. Entrepreneur within the meaning of Section 14 of the German Civil Code (BGB) is every natural or legal person or partnership with legal capacity which acts in the course of its commercial or independent professional business when entering a transaction.
Goods within the meaning of Section I.1. and hereinafter are all products and services which may be bought via www.ifbip-shop.com.
Contact with IFBIP may be established via mail to the identifiable address Infineon Technologies Bipolar GmbH & Co. KG, Max-Planck-Straße 5, D-59581 Warstein, by phone: +49 (0)2902 9899-0 or by email: firstname.lastname@example.org.
II. Formation of Agreement:
The goods represented on www.ifbip-shop.com do not constitute legally binding offers to form an agreement, but serve to invite the Customer to make a binding offer (invitatio ad offerendum).
The Customer makes its legally binding offer on the goods listed in the shopping basket after it has set up a customer account or has logged into its existing customer account with its log-in data and after review of its data, selection of payment and shipping modalities as well as acceptance of these GTC by clicking on the button “Send Order”.
An offer may also be made by phone, by fax or by email. IFBIP shall send a receipt confirmation to the email address stated in the customer account immediately after receipt of the order. This receipt confirmation does not constitute an acceptance of the offer, but merely confirms receipt of the order and solely serves to document the order process.
IFBIP accepts the Customer’s offer at the latest by dispatch of the goods to the Customer or by an express acceptance declaration in text form, which generally lies in the order confirmation.
Under no circumstances shall IFBIP be obligated to accept the Customer’s order.
In case of dual use goods (goods with a civil as well as possible military purpose) the final acceptance of the order and/or the delivery of the respective good by IFBIP may be made subject to an end-use certificate of the Customer which it has to provide at no charge. IFBIP is further entitled to rescind the agreement if it does not comply with applicable export control laws.
III. Retention of Title:
IFBIP reserves its title to the goods until payment of the aggregate claims arising from the business relationship with the Customer (principal and ancillary claims) (hereinafter: Conditional Commodities). The Customer may dispose of the Conditional Commodities obtained from IFBIP only in the ordinary course of business to the extent they are still subject to retention of title. Any pledge or security transfer is not permitted to the Customer. The Customer will on its part agree with its customers that title shall only transfer to the customer if it has fulfilled its payment obligations.
The Customer is obligated to immediately inform IFBIP about access of third parties, in particular enforcement measures regarding/against Conditional Commodities and in case of an enforcement, to simultaneously challenge the enforcement measures on behalf of IFBIP – if necessary, also in a court of law – and to raise an objection with the judgment creditor.
Upon formation of the agreement, the Customer assigns to IFBIP as security all rights to which it is entitled against third parties from the resale of the Conditional Commodities. The Customer is authorized to collect these claims for IFBIP. Alternatively, IFBIP may collect the claims itself, but it undertakes not to do so as long as the Customer is not in payment default or as long as an application for the opening of insolvency proceedings regarding the estate of the Customer has not been filed. A security transfer or pledge of claims from the resale or letting is not permitted during the retention of title.
Upon request of IFBIP the Customer has to notify its debtors (third party debtors of IFBIP) about the assignment of claims to IFBIP. IFBIP is authorized to undertake these notifications vis-à-vis third party debtors itself. Upon request of IFBIP, the Customer shall further state all recipients of Conditional Commodities and the payments still outstanding from them. Upon request of IFBIP, the Customer has to provide to IFBIP a list of all goods still available at the Customer’s and subject to retention of title of IFBIP and a list of all claims assigned to IFBIP with the name, address of the debtor and the amount of the claims. Further, IFBIP is entitled to assert the payments and the pertinent assignment of future claims in connection with the transfer of Conditional Commodities by having an independent certified public accountant review the Customer’s books.
Should the value of the claims assigned to IFBIP or other granted security rights exceed the aggregate non-secured claims by more than 20%, IFBIP is obligated upon request of the Customer to such extent to reassign claims or release granted security rights of a corresponding part of the security rights. IFBIP may choose between the release of certain security rights and/or the reassignment of claims.
If the Customer violates is obligations, IFBIP may demand surrender of the Conditional Commodities, whereby such demand shall not be deemed a rescission of this agreement.
Processing, reshaping, joining or affixing of Conditional Commodities is always undertaken by the Customer on behalf of IFBIP. If the Conditional Commodity is processed or inseparably mixed with other items which are not property of IFBIP, IFBIP shall acquire joint ownership in the new item pro rata to the value of the Conditional Commodity and the values of the other processed or mixed items at the time of the processing or mixing. The Customer shall safeguard the sole or joint property in this item for IFBIP. The rights of IFBIP in the Conditional Commodities as per the preceding provisions shall continue in the sole or joint ownership in the new item.
To the extent mandatory legal provisions of the respective country in whose jurisdiction the Conditional Commodities are located do not provide for retention of title in accordance with paragraphs 1 to 7, but afford other equivalent rights to safeguard claims from deliveries and/or for the protection of property in the Conditional Commodities, IFBIP reserves these rights or the right which economically most closely resembles the preceding regulations. The Customer is obligated to cooperate in measures to which IFBIP is entitled for the protection of its property right in the Conditional Commodity or another right taking its place.
IV. Obligations of Customers, Customer Account:
An order on www.ifbip-shop.com may only be placed via a customer account set up by the Customer. The Customer will guarantee in each case to be an entrepreneur within the meaning of § 14 of the German Civil Code and to correctly state all information required for the set-up of the customer account for the purpose of placing orders and to immediately inform about all changes relevant to the contractual relationship, if any, in particular in the course of a seat transfer, by updating the Customer data included in the customer account, if necessary.
Generally, the processing of orders and contact will be made via email and automated order processing. The Customer is therefore required to state a valid email address for the purpose of order processing at which the emails sent by IFBIP may be received. In particular, it is up to the Customer to ensure that receipt of the emails sent by IFBIP is not affected by the use of a SPAM filter.
The Customer will not leave its customer account, its password or other log-in data to third parties, in particular not share such with third parties.
It is presumed that a data transfer as well as corresponding administrative orders, e.g. the download, change or deletion of data, received by IFBIP under use of the user name and password of the customer account is initiated by the Customer itself unless IFBIP would have had to recognize an inappropriate use of the customer account by third parties. If there is an inappropriate use of the customer account, the customer shall only be liable to the extent IFBIP is not culpable for this inappropriate use.
The Customer is obligated to comply with all applicable export and re-export control laws and to assist IFBIP at no charge for the purpose of compliance with these laws.
V. Prices, Payment Modalities and Reimbursement:
The prices stated on www.ifbip-shop.com by IFBIP are net prices. The end prices can be seen in the order overview in the shopping basket. They include all price components, legal VAT, if applicable. IFBIP delivers a large amount of goods from its location in Hungary which is why the legal Hungarian VAT applies to deliveries within Hungary or to deliveries to other customers in the EU. In particular open diodes will be delivered from Germany, which is why the legal German VAT applies to deliveries within Germany.
Additionally applicable delivery and transport charges are listed in the shopping basket under www.ifbip-shop.com.
It must be noted that further costs may apply when delivering to recipient countries outside of the European Union, e.g. taxes, duties and tariffs.
IFBIP shall deliver the goods on invoice but reserves the right to demand advance payment on a case by case basis. Cheques and bills of exchange are not accepted.
Invoices are payable without deduction within 30 days after date of the invoice. If the Customer falls into payment arrears, it must pay default interest of 8 percentage points above the respective base interest rate on the invoice amount. The assertion of further default damages remains unaffected. In addition, an administrative fee in the amount of EUR 5.00 shall be due for every reminder.
Further, IFBIP reserves the right not to accept any further orders from the Customer or not to deliver any goods already ordered by the Customer in case of payment default.
The Customer may only declare a set-off if its counter-claims are finally determined by a court of law or if they have been recognized as undisputed by IFBIP.
A retention right may only be exerted insofar as it pertains to the same contractual relationship.
In case IFBIP must repay to the Customer the invoice amount in whole or in part, credits and wire transfers are made exclusively to an account of the Customer. A wire transfer and/or credit for the benefit of third parties is not made due to security considerations.
VI. Terms of Delivery and Transport:
Delivery of goods is generally made by shipping through external couriers to the delivery address stated by the Customer. The delivery period within Europe amounts to 1 to 3 business days after receipt of the order depending on availability, provided that the credit check returns a flawless result. Express shipping is possible. Delivery dates suggested by the Customer will be reviewed but require express written confirmation of IFBIP to become binding and are always subject to the correct and timely self-delivery of IFBIP.
If the non-compliance of a bindingly agreed delivery date is not due to circumstances attributable to IFBIP such as e.g. force majeure, labor disputes, disruptions at the supplier’s, a new delivery date will be announced.
In case of a default of IFBIP the Customer may rescind the agreement after it has set a reasonable grace period and this has expired without result. The assertion of damages instead of performance is only permitted if IFBIP has caused the default with willful intent or gross negligence and/or by breaching material contractual duties. In case of simple negligence, liability is limited to a sum amounting to no more than 5% of the net invoice value of the goods which are not delivered on time. In every case, however, liability for negligence is limited to the foreseeable damage in the individual case.
If delivery to the Customer is not possible, the retained carrier shall return the goods to IFBIP, whereby the Customer has to bear the costs of the unsuccessful delivery attempt. This does not apply if the Customer has been only temporarily prevented from accepting the offered delivery unless IFBIP has announced the delivery to it a reasonable time in advance.
IFBIP does not assume a procurement risk. IFBIP is only obligated to deliver from its stock of goods and the goods ordered from its suppliers. The obligation to deliver shall be cancelled if IFBIP itself is not supplied correctly and in a timely manner despite a binding transaction, if this is not attributable to IFBIP and if the Customer has been informed about this without undue delay.
Transport is made upon risk and behalf of the Customer. The shipping charges are separately stated in the order form. The risk of random destruction of the goods as well as the deterioration of the goods shall pass upon handing over of the goods to the company retained to ship the goods to the Customer. Upon request of the Customer, the transport of the goods can be insured at the latter’s expense.
VII. Exclusion and Limitations of Liability, Indemnification against Product Liability Claims:
Liability of IFBIP is excluded, regardless of the legal basis; in particular because of faults, breach of main or ancillary duties under the agreement, impossibility or tort.
This does not apply in case of willful intent or gross negligence of IFBIP or its legal representatives or vicarious agents. It further does not apply in case of an injury of life, body or health attributable to IFBIP. Statutory liability under the German Product Liability Act also remains unaffected.
Likewise, the culpable breach of core duties by IFBIP or its legal representatives and vicarious agents remains unaffected. Core duties for the purpose of this clause are material contractual duties which shape the agreement, on which the Customer may place faith and which create the prerequisites for fulfillment of the agreement and are thus indispensable for the achievement of the subject-matter of the agreement.
In case of a culpable breach of core duties, liability of IFBIP is, however, limited to the contractually typical, foreseeable damage, in no case exceeding the value of the good delivered by IFBIP which has caused the respective damage.
- anti-personnel mines
- biological weapons
- chemical weapons
- nuclear weapons
or similar weapon systems which may be used against human beings and the environment.
It is further pointed out that the goods offered by IFBIP are not suitable for the following purposes:
- space travel
- aircraft and air traffic
- medical devices for life support or prolonging of life
- human implants
- surgical instruments
and similar applications which are connected with a direct danger to life and limb.
The use and inclusion of goods of IFBIP in the devices, facilities and systems listed above is strictly prohibited if it was not amicably discussed and agreed in writing in advance. Any use of IFBIP goods in the devices, facilities and systems listed above in circumvention of this agreement is made exclusively at the risk and liability of the Customer. No warranty is assumed either by IFBIP or by its suppliers and sub-contractors. The Customer will indemnify and hold harmless IFBIP as well as its suppliers and sub-contractors from all claims, damages and costs which result from one of the uses listed in this section.
VIII. Warranty Rights, Inspection and Remonstration Duties of the Customer:
The Customer undertakes to properly inspect incoming goods within the meaning of Section 377 of the German Commercial Code and to immediately notify any faults discovered in this course in writing; otherwise, the assertion of warranty claims because of this fault is excluded. Hidden faults are to be notified to IFBIP immediately upon their discovery in order to preserve the warranty right.
In addition to and regardless of the scope of the incoming inspection to be undertaken in accordance with paragraph 1, the Customer is obligated to examine the fitness for purpose of the goods if possible and to the extent economically reasonable prior to inclusion or processing of the goods delivered by IFBIP, but in no event later than prior to the release of the Customer’s products into which the goods were included.
The warranty period is twelve months as from the delivery of the goods, unless IFBIP caused the fault willfully, with gross negligence or malice.
Public announcements, advertising or marketing do not constitute contractual quality statements. Guarantees in the legal sense are not assumed by IFBIP.
Upon its choice, IFBIP will remove remonstrated faults by repairing the delivered goods or providing new goods. If the fault is not removed within a grace period to be set for IFBIP by the Customer, the Customer may demand reduction of the purchase price in accordance with the statutory provisions or rescind the agreement; there is not right to specific performance.
IX. Return of the Goods:
Return of the goods in case of a warranty event is governed by the statutory provisions.
If IFBIP fulfills its duties under the agreement without faults, a return of the goods and related rescission of the agreement is only possible upon express consent of IFBIP. We ask you to please contact customer service. The required coordination notwithstanding, the return of the goods is made upon risk and costs of the Customer. The goods must further be returned unused and undamaged in the original box.
X. Copy-rights in the Contents of www.ifbip-shop.com:
IFBIP has copy-rights in the images, films and texts on www.ifbip-shop.com. Any use of these images, films and texts by third parties therefore requires the express consent of IFBIP.
XI. Intellectual Property:
The goods offered by IFBIP may be subject to intellectual or industrial property rights such as patents, trademark and copy-rights or other rights of third parties. The Customer is not granted any property rights or rights of use in this regard apart from the right to use and resell the goods in the ordinary course of business.
IFBIP does not assume any liability in case of the assertion of a claim because of the infringement of an industrial property right, regardless of the legal basis.
It is the Customer’s responsibility to inform itself properly about the terms of license and use as well as the license fees.
XII. Notes on Recycling:
To the extent prescribed by law the Customer is obligated to independently recycle devices which are subject to the German Act on Electronic and Electrical Devices (ElektroG) in accordance with all legal provisions, in particular with the ElektroG.
Further, the Customer is obligated to recycle packaging materials in accordance with the applicable legal provisions, in particular with the German Packaging Regulation (VerpackungsVO).
XIII. Data Protection:
Data protection is an important concern of IFBIP when processing customer data. Customer data is processed in accordance with the provisions of the German Federal Data Protection Act (BDSG) and other legal provisions which apply to e-commerce. The data provided by the Customer upon set-up of the customer account and placing of orders is mainly used by IFBIP to process the orders, effect deliveries of goods and process payments. Further, this data is used for advertising and marketing purposes, e.g. the sending of newsletters, advertising letters and other notices via www.ifbip-shop.com. You may object to the sending of advertising and marketing materials at any time. Insofar as express consent is required, in particular for the sending of newsletters, IFBIP will obtain this in advance. Further information and details on data protection can be found at https://www.ifbip-shop.com/Dataprotection/
XIV. Venue, Applicable Law and Contract Language:
The agreement in accordance with these GTC is exclusively governed by the laws of the Federal Republic of Germany with the exception of UN Sales Law (CISG). The contractual language is German.
Exclusive venue for all disputes directly or indirectly arising from the contractual relationship is Warstein. IFBIP may, however, file a lawsuit against a Customer at the latter’s general venue.
Should one of the provisions of this agreement be or become invalid or unenforceable, the invalidity or unenforceability of one or more provisions of this agreement does not affect the validity of the agreement as such, unless the invalid or unenforceable provision is of such material importance to the agreement that it can reasonable be presumed that the parties would not have entered into the agreement without the invalid or unenforceable provisions. This shall apply accordingly in case of a gap.