Terms and Conditions

General Terms and Business Conditions for the Online-Shop from IMST GmbH

§ 1 General / Preface

All contractual relationships between customers (hereinafter "Customer") and the Online-Shop/Web-shop from IMST GmbH (hereinafter "IMST") and any use of the IMST website are subject to the following General Terms and Business Conditions for the Online-Shop (hereinafter “Terms and Conditions” or GTB). These GTB have become, unless otherwise agreed at the time of closure of the contract between the Customer and IMST, or in the individual case something else have become effective in writing, are valid.

Deviating terms and conditions of the customer are expressly rejected, although this is not explicitly stated again within an order / order confirmation, unless it was otherwise agreed in writing between the parties.

IMST may not accept and reject any orders, if they are obviously intended for any use which is prohibited by national or international laws and regulations. This is especially true, when the requested goods are controlled by any German, European, US- or any other international export control regimes.

IMST will not process any purchase orders if the given information is incomplete, insufficient or not trustworthy.

§ 2 Pricing, Supplies

All prices published in the IMST Online-Shop are net prices, as our offer is generally not directed to (private persons) consumers. In addition, gross prices and the statutory VAT (currently 19%, Germany) is shown separately on the invoice.

The (single unit) prices are always based solely on the specific product offered in the described configuration and with the described software / firmware. Any changes to the product hardware and/or software can lead to other prices.

Deliveries to other EU countries (Intra-EU-Supply; Assumptions: commercial activity and valid VAT-ID) are usually tax exempted. Due to German tax laws we are forced in addition to verify that we have delivered goods to your business address. Therefore we are going to include a document "certification of the entry of the object of an intra-Community supply into another EU Member State" into our supply. When you receive our goods please fill in the "Gelangensbestaetigung" as appropriate and send it back to us (via Fax or scanned copy/e-mail). Otherwise we are forced by German tax authorities to raise tax on sales (VAT).

All offers are only valid while stocks last. Mentioned delivery schedules are based on the current stock conditions of IMST and the information provided by our suppliers. Delivery schedules may deviate due to availability of precursor supplies.

§ 3 Technical Specification, Performance and Support

The products offered by IMST conform to the specifications in the respective data sheets for the products in force at the time of the order. The data sheets are - if not IMST products - created by the suppliers of IMST. IMST accepts no liability for the correctness of this information. Changes in data sheets can continuously take place even without separate notice.

The properties of the offered software/firmware are generally given in the data sheets and at the offered extent. The same applies for the offered development tools.

IMST does not warrant that the products offered, if necessary, need adjustments to be integrated into the customer's system without further, possibly additional fees.

Furthermore accepts IMST no warranty that the system in which the products of IMST are be integrated, and/or meet the requirements of the relevant licensing requirements for the final product or can be adjusted accordingly.

The support for the products is limited to the information necessary for a professionally trained customer. It comprehends statements about the acquired products and its use, but usually not a complete system integration support.

§ 4 Contract

As part of the Customers order he agrees to this Terms and Conditions, he will be referred to the cancellation policy, which can be at this point, printed and saved. The declarations and regulations of the GTBs are becoming an integral part of the contract and are accepted by the the customer during the order process. The binding contract is made effective upon the receipt of our order confirmation, where these GTBs and the revoke instructions are attached again.

The transmission of the order confirmation is sent to the specified customer e-mail address.

IMST is not obligated to keep all goods offered on stock. The customer will get an order confirmation, including the expected delivery schedule - which is based in part on information from the producers or suppliers.

In case that after the customer's order, the product is no longer available, IMST will not confirm the order, so that no contract is closed. The customer will be informed separately about this fact. If feasible, the customer is offered another product by IMST, which corresponds to the desired product as much as possible. The customer can decide in this regard about this new offer again (no automatic order).

§ 5 Delivery and Shipment

Delivery is at the expense of the customer and with regard to the customer’s delivery address named in the order. The cost and type of shipment will be communicated to the customer in advance when the order is placed. Transportation cost will be reported separately within the order.

Any import duties / federal or regional taxes or taxes for deliveries abroad are at the customer’s responsibility. IMST provides all relevant documentation required for such deliveries.

Please note: Service availability is at regular working days in Germany, Northrhine-Westfalia, only. Shipment of goods will be usually lately 3 working days after receipt of order or receipt of payment whatever is later. Deliveries may take at a minimum 3-5 days, dependent on the destination location and not considering customs procedures.

§ 6 Payment Terms, Ownership

For new customers, the delivery will be made advance payment (bank transfer or Paypal) only.

Bank transfers have to be made to the following account:

Receipient: IMST GmbH
Bank Name: Sparkasse Duisburg
IBAN: DE 35 3505 0000 0760 1245 03
SWIFT/BIC: DUISDE33

Paypal: webshop@IMST.de

The ownership of the goods remains at IMST GmbH until the full payment for the purchase order is at IMSTs bank accounts. In the case of further processing of the goods delivered, IMST acquires a joint ownership of the intermediate and/or end products, if the respective payment has not yet taken place. The possibly resulting claims from the resale to third parties shall be forfeited in the amount of the debt to the company IMST as security.

§ 7 Limitation of Liability

7.1 Subject to the exceptions specified below, we shall not be liable in the case of breach of duty arising from the obligation undertaken, especially not for claims by the customer for damages or reimbursement of expenses, for whatever legal reason.

7.2 The above exclusion of liability according to para. 7.1 shall not apply if statutory liability is mandatory, and:
-           in the case of own intentional or grossly negligent breach of duty and intentional or grossly negligent breach of duty by legal representatives or vicarious agents;
-           in the case of violation of material contractual obligations. “Material contractual obligations” are obligations that protect the legal positions of the customer which have to be specifically granted to the customer under the contract in terms of subject matter and purpose. Material contractual obligations are furthermore contractual obligations, the fulfilment of which makes the due performance of the contract possible at all in the first place, and where the customer has regularly relied on and may rely on compliance with such obligations;
-           in the event of injury to life, limb and health, also caused by legal representatives or vicarious agents;
-           in the case of default if delivery and/or service by a fixed date was agreed;
-           where we have assumed a guarantee for the quality of our goods or the existence of an outcome of performance, or a procurement risk within the meaning of Section 276 BGB;
-           in the case of liability under the Produkthaftungsgesetz [German Product Liability Act] or other mandatory statutory liability.

7.3 If we or our vicarious agents are responsible only for slight negligence and none of the cases specified in bullet points above exist, we shall be liable, in the case of violation of material contractual obligations as well, only for damage typical for the contract and for foreseeable damage.

7.4 Our liability is limited in amount for each individual event of damage to a maximum liability coverage of EUR 1,000,000.00. This shall not apply if we or our vicarious agents are responsible for fraudulent intent, intent or gross negligence, for claims due to injury to life, limb or health, and in the case of a claim based on an unlawful act or an expressly assumed guarantee or the assumption of a procurement risk according to Section 276 BGB or in cases of different higher liability coverage prescribed by law. Any further liability shall be excluded.

7.5 Exclusion resp. limitation of liability according to para. 7.1 to 7.4 above and para. 7.6 shall apply to the same extent for the benefit of our bodies, our executive and non-executive employees and other vicarious agents as well as our sub-contractors.

7.6 There is no connection between the reversal of the burden of proof and the foregoing stipulations.

Any shipping damage must, if it is visible at the handover to the customer, declared at the freight carrier (shipping company or parcel service). In the case of transport damage, IMST is entitled to deliver the goods again within a reasonable time. The same applies in the event, that the product is vitiated by an error. Withdrawal from the contract due to a defect is only possible after a failed replacement trial.

The customer is obligated to inform IMST immediately of any defect in writing or by e-mail. For commercial purchasers, refer § 377 HGB (German Commercial Code) for any actions on incoming inspections and obligations.

§ 8 Obvious defects, defect rights, limited warranty

The products supplied by IMST must never be used for life-assurance, life-sustaining, life-supporting, surgical products and / or human implants without prior written consent of IMST.

Defective parts or defective services shall be, at the IMST's discretion, repaired, replaced or provided again free of charge, provided that the reason for the defect had already existed at the time when the risk passed.

Claims for repair or replacement are subject to a statute of limitations of 12 months for commercial purchasers (24 months for private individuals) calculated from the start of the statutory statute of limitations; the same shall apply mutatis mutandis in the case of rescission and reduction. This shall not apply where longer periods are prescribed by law according to See. 438 paragraph 1 No. 2 (buildings and things used for a building), See. 479 paragraph 1 (right of recourse), and See. 634a paragraph 1 No. 2 (defects of a building) German Civil Code ("BGB"), in the case of intent, fraudulent concealment of the defect or non-compliance with guaranteed characteristics (Beschaffenheitsgarantie). The legal provisions regarding suspension of the statute of limitations ("Ablaufhemmung", "Hemmung") and recommencement of limitation periods shall be unaffected.

IMST shall be given the opportunity to repair or to replace the defective good ("Nacherfüllung") within a reasonable period of time.

If repair or replacement is unsuccessful, the customer is entitled to rescind the contract or reduce the remuneration; any claims for damages the customer may have according to last section of this paragraph shall be unaffected.

There shall be no claims based on defect in cases of insignificant deviations from the agreed quality, of only minor impairment of usability, of natural wear and tear, or damage arising after the passing of risk from faulty or negligent handling, excessive strain, unsuitable equipment, defective civil works, inappropriate foundation soil, or claims based on particular external influences not assumed under the contract, or from non-reproducible software errors. Claims based on defects attributable to improper modifications or repair work carried out by the customer or third parties and the consequences thereof are likewise excluded.

The customer shall have no claim with respect to expenses incurred in the course of supplementary performance, including costs of travel, transport, labor, and material, to the extent that expenses are increased because the subject-matter of the supplies has subsequently been brought to another location than the customer's branch Office, unless doing so complies with the normal use of the supplies.

The customer shall have no claim for damages based on defects. This shall not apply to the extent that a defect has been fraudulently concealed, the guaranteed characteristics are not complied with, in the case of loss of life, bodily injury or damage to health, restrictions to liberty and/or intentionally or grossly negligent breach of contract on the part of IMST. The above provisions do not imply a change in the burden of proof to the detriment of the customer. Any other or additional claims of the customer exceeding the claims provided for in this paragraph 8, based on a defect, are excluded.

§ 9 Jurisdiction and place of fulfillment

9.1 Place of performance for all contractual obligations and for each delivery is our company’s registered office in Kamp-Lintfort, unless otherwise agreed.

9.2 Any disputes shall be settled, if the customer is a business person within the meaning of the Handelsgesetzbuch [German Commercial Code], and unless otherwise agreed, exclusively before a competent court of law at the location of our company’s registered office. For the avoidance of doubt, this jurisdiction regulation shall also apply to such circumstances between ourselves and the customer which can give rise to non-contractual obligations within the meaning of Regulation (EC) No 864 / 2007. We shall also have the right, however, to bring an action against the customer at its place of general jurisdiction.

9.3 The law of the Federal Republic of Germany shall apply exclusively to all legal relations between the customer and ourselves, in particular to the exclusion of the UN Sales Convention (CSIG). It is expressly stated that this choice of law is also deemed to be such choice within the meaning of Art. 14 (1) (b) Regulation (EC) No 864 / 2007 and shall, therefore, also apply to non-contractual obligations within the meaning of this Regulation. If the application of foreign law is mandatory in individual cases, our General Terms and Conditions shall be interpreted as meaning that the economic intent pursued by them is preserved to the maximum possible extent.

§ 10 Severability Clause

Should individual provisions of these Terms and Conditions in whole or in part become invalid and/or unenforceable - for whatever legal reason -, it shall not affect the validity of the remaining clauses. Both parties will undertake in good faith to replace the invalid / unenforceable term by another, which approximates the economic purpose of the invalid / unenforceable provision and which is valid.