General Terms and Conditions
(T&C) Wholesale
effective from June 2019Owner:
I-DI GmbH
Otto-Baumgartner-Strasse 10-11
8055 Seiersberg
Austria
Phone: 0043/316/826211-200
Fax: 0043/316/826211-215
Email: orders[at]i-di.com
CEO: Christian Mathans
VAT No.: ATU15055204
Company No.: FN 94370 f
Court: Landesgericht für Zivilrechtssachen Graz
1. Scope and validity
1.1. The following general terms and conditions (hereinafter “T&C”) govern all shipments and services from I-DI GmbH (hereinafter “I-DI”, “we” or “us”) to the customer.
1.2. Customer in the sense of the T&C means entrepreneur (§ 1 Abs 1 Z 1 KSchG; § 1 Abs 1 UGB).
1.3. With his signature the customer accepts these T&C, which can be found on the homepage www.i-di.com in an always up-to-date version. Different and/or contrary contractual terms or general terms and conditions of the customer are expressly rejected in their entirety.
1.4. Amendments, agreements deviating from these T&C or additional agreements shall not be valid unless confirmed in writing. This shall also apply to any waiver of this requirement of written form.
1.5. I-DI reserves the right to change these T&C from time to time and to publish the updated version on the homepage www.i-di.com. I-DI shall provide the updated version to the customer before he places an order.
1.6. These T&C are available in different language versions. Should difficulties of interpretation arise, the German text shall be binding at all times.
2. Offers
2.1. I-DI´s offers in their entirety are subject to change without notice. Offered products, especially rarities, individual or single items and special orders do not necessarily have to be in stock or available. The customer´s orders are, in the legal sense, the offer to which the customer is bound. We automatically confirm the receipt of the order at I-DI by means of e-mail. This however, does not yet constitute an acceptance of the order. The customer has no right to a conclusion of the contract and I-DI is entitled to reject the contract without giving reasons. The contract shall be concluded either upon I-DI´s issue of the invoice or upon delivery or performance. A separate notification of the customer as to the acceptance of the order is not required.
2.2. I-DI reserves the right to accept orders only in part.
3. Prices
3.1. The daily updated prices in the data feed, in the shop on www.i-di.com, in offer price lists and the like apply. All information is carefully prepared, errors excepted.
3.2. All prices are stated in Euro and are to be understood exclusive of the statutory Austrian sales tax, excluding delivery charges and other ancillary services, customs, export and import duties etc.
3.3. It is the sole responsibility of the customer to calculate and apply the respective valid ancillary services, customs and duties/fees and import the goods according to local regulations. I-DI does not assume any liability for customs, import sales taxes or other import charges whatsoever arising from its supply.
4. Payment practice
4.1. Unless otherwise expressly agreed in writing, invoices are due immediately and are payable in full. The following credit cards are accepted for the settlement of the invoices: Mastercard, VISA, Diners Club or American Express. Additionally, payments can be made by bank transfer and direct debit transfer system. The payment shall be deemed made once the payment was received at I-DI. The goods will only be dispatched upon receipt of payment.
4.2. In case I-DI agrees to provide written payment terms, the therein agreed terms apply instead of 4.1. I-DI reserves the right to withdraw any payment terms at any time and without giving reasons.
4.3. The customer shall be liable for any fees, currency conversion or any other costs incurred with the chosen payment method. Should any of these be invoiced to I-DI, I-DI will charge them to the customer.
4.4. Unless otherwise expressly agreed in writing, the prohibition of offsetting applies to the customer.
5. Default
5.1. In case of default of payment, I-DI is entitled – irrespective of other rights – to withhold all deliveries pending under the current delivery period until the agreed counter performance is rendered or to withdraw from the contract after expiry of a reasonable period of grace and/or to demand compensation for non-fulfilment. If (partial) deliveries have been made, the customer is obligated to immediately return the supplied goods to I-DI at the customer´s cost. I-DI reserves the right to assert compensation claims for depreciation, wear and tear, reimbursement of its own transport costs and other costs.
5.2. In the event of delayed payment I-DI will, regardless of fault on the part of the customer, charge default interest of 12% p.a. on the due invoice amount as of the day on which the invoice was due. In addition, I-DI will request the statutory flat rate fee in the amount of EUR 40,00 for the compensation of any potential claim assessment; I-DI reserves the right to make any additional claims based on the individual case.
5.3. In the event that the customer is in default of acceptance, I-DI is entitled to invoice any costs arising from this.
6. Exclusion of the right of retention
The assertion of a right of retention is completely excluded for the customer. The customer shall not be entitled to assert rights of retention, not even with regard to claims based on connected, undisputed or legally established claims.
7. Shipping
7.1. Unless otherwise expressly agreed in writing, the dispatch of the goods to the delivery address provided by the customer is carried out ex works (EXW) at the expense of the customer. Unless otherwise expressly agreed in writing, I-DI shall be responsible for selecting the method of dispatch/type of shipping. The danger of loss or damage/deterioration of goods transfers to the customer with the handing over of the goods to the dispatch service. If the customer enters into a delivery contract independently (pick-up), the danger of loss or damage/deterioration of goods transfers to the customer as soon as I-DI notifies the customer that the goods are available for pick-up.
7.2. All transport charges are stated in Euro.
7.3. Delivery dates stated by I-DI are non-binding. The delivery period is extended for the duration of hindrances that are due to circumstances beyond the control of the parties, such as force majeure, unforeseeable operational breakdowns, official interventions, transport and customs clearance delays, transport damages, breakdown of important production components and industrial disputes.
7.4. To the extent that partial deliveries are possible, they are also legally permissible. Each partial delivery is regarded as a separate business transaction and can be invoiced separately by I-DI.
8. Warranty, material defects
8.1. The customer is obligated to inspect the delivered goods or rendered services immediately upon receipt for completeness, correctness and other faultlessness and send a complaint about any possible defects immediately, at the latest, however, 5 working days after the receipt of goods or rendered services and prior to a resale or use in writing, by fax (fax no.: 0043/316/826211-215) or e-mail (orders[at]i-di.com).
8.2. Failure to do so will result in forfeiture of any warranty claims or claims for damages on account either of the defect itself or of any misapprehension as to the non-defective nature of the goods.
8.3. If a defect becomes apparent later on, the customer is obligated to send a complaint according to 8.1. within a reasonable period of time. Failure to do so will also result in forfeiture of the claims described in 8.2.
8.4. The provisions of 8.1. to 8.3. shall also apply if goods other than the stipulated goods or other than the stipulated quantity of goods have been delivered.
8.5. Warranty claims arising from defects expire within 6 months from the delivery or performance.
8.6. Warranty Claims have to be made in writing, by fax (fax no.: 0043/316/826211-215) or e-mail (orders[at]i-di.com) with the invoice number, the barcode of the defective goods, a photograph of the defective goods and, if still available, a photograph of the packaging; failure to do so will result in forfeiture of all claims the customer is entitled to. If required, the customer is obligated to make the defective goods available to I-DI for the purpose of inspection – failure to do so will result in forfeiture of all claims he is entitled to (in the course of a proper return of the defective goods). The costs shall be borne by the customer.
8.7. If the goods are defective, the customer may choose between correction and replacement. Only if these two services are impossible or impracticable the customer can - in accordance to statutory provisions - claim commensurate reduction in price or rescission. Amounts already paid will be refunded in the form of a credit note – in general, no repayment will be made.
8.8. Any information contained in catalogues, price lists, brochures, etc. relating among other things to the properties of products/recordings represent non-binding descriptions. I-DI is not liable for their accuracy - errors and printing errors excepted.
9. Intellectual or industrial property rights
9.1. In accordance with this clause 9. I-DI warrants that the delivered goods are free from intellectual or industrial property rights or copyrights of third parties. Each party shall immediately notify the other party in writing if claims are asserted against it due to an infringement of such rights.
9.2. In the event that the delivered goods infringe an intellectual or industrial property right or copyright of a third party, the customer is entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages of the customer are subject to the restrictions of clause 10.
10. Compensation for damages
10.1. Claims for damages of the customer, for whatever legal reason, are excluded, unless the cause of damage is based on gross negligence or willful intent. The customer is obligated to prove the existence of gross negligence or willful intent. Personal injuries are excluded from this limitation of liability.
10.2. Furthermore, I-DI shall only be liable for typical and forseeable damages, i.e. for damages that could reasonably be expected to occur at the time of conclusion of the contract according to the circumstances known at that time. I-DI is not liable for any particular success. Claims for reimbursement of wasteful expenses as well as claims from consequential damages and from damages for which the customer can obtain insurance cover or which can be controlled by the customer, from other indirect damages and losses or loss of profit as well as general financial losses, in particular from defective, omitted or delayed performance, are expressly excluded.
10.3. The claims for damages to which the customer is entitled shall lapse within six months of becoming aware of the damage and the damaging party.
10.4. The liability amount to be paid by I-DI shall be limited to the order amount, except with regards to personal injury, gross negligence and willful intent.
10.5. Compensation for damages in accourdance with the Austrian Product Liability Act shall be governed by the statutory provisions. Liability for recourse within the meaning of § 12 Austrian Product Liability Act is excluded unless the party entitled to recourse proves that the fault was caused in the sphere of I-DI or at least caused by gross negligence.
11. Exchange
Delivered goods or rendered services can only be exchanged or returned in accordance with section 8. “Warranty”.
12. Reservation of title
12.1. Up to full payment of the purchase price including all additional charges the supplied objects and goods remain the sole and unrestricted property of I-DI. I-DI is entitled to demand the return of the goods which are in their property and to collect them. In this case the customer waives his right of retention.
12.2. The customer is obligated to treat the reserved goods with care, as long as title has not passed to him. In addition, he must inform I-DI immediately in writing if the reserved goods are seized or exposed to other intervention by third parties.
12.3. The customer is entitled to resell the reserved goods of I-DI in the course of regular business operations. He hereby assigns all claims against third parties resulting therefrom to I-DI in advance, specifically to the amount of the respective invoice value including value added tax. Notwithstanding this assignment, the customer shall remain entitled to collect the claim, until further notice. A revocation may be exercised if the security of the purchase-price claim is at risk.
13. Copyright and industrial property rights
13.1. The use of texts, images, photos, graphics, software, layouts and other representations of the homepage www.i-di.com as well as parts thereof requires the prior written express approval of I-DI. In particular, documents such as leaflets, catalogues, samples, price lists, presentations and the like remain the intellectual property of I-DI. Any use, in particular the disclosure, reproduction, publication and making available including copying or even copying in parts, requires the express and prior written approval of I-DI.
13.2. All rights are reserved to I-DI.
14. Data protection
14.1. The protection of personal data is very important to I-DI. I-DI treats all data provided by the customer in the strictest confidence and complies with all applicable provisions of data protection law.
14.2. For details see our privacy policy, which is available on our website at www.i-di.com and will, upon request, be provided to the customer at any time.
15. Miscellaneous
15.1. Deliveries and declarations of intent shall be made to the addresses provided by the customer on the account application form with legal effect. The customer undertakes to provide complete and accurate information requested in this form. Should any information provided by the customer prove to be incorrect, incomplete and ambiguous, the customer is liable for all costs and damages arising for I-DI therefrom. The customer is obligated to notify I-DI immediately and in writing, of changes of his data, otherwise compensation for damages will be claimed. In case of omission, each notification or delivery sent to the last addresses supplied by the customer shall be sufficient for the requirements of an effective notification or delivery.
15.2. The transfer of rights from the contract concluded with I-DI to third parties requires the written approval of I-DI.
15.3. The contracting parties of I-DI undertake to keep absolutely confidential vis-à-vis third parties any knowledge obtained in the course of their business relationship.
16. Severability clause
Should individual provisions of these T&C be invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The invalid provisions shall then be replaced by the relevant statutory provisions.
17. Applicable law, place of performance, jurisdiction
17.1. Austrian law applies exclusively to the legal relationships between I-DI and its customers under exclusion of its reference provisions and the UN sales law.
17.2. The place of payment and performance for all obligations arising from this contract is Seiersberg-Pirka.
17.3. The competent court in Graz is considered to be agreed as the exclusive place of jurisdiction for all disputes arising indirectly or directly from this contractual relationship with I-DI.
