Legal
of IOX GmbH
1. The delivery period begins when the order confirmation is sent, but not before the customer has provided any documents, approvals and releases it is required to obtain, and not before receipt of any agreed down payment.
2. The delivery period is deemed to have been met if, by the time it expires, readiness for dispatch has been notified or the delivery item has left the works.
3. The delivery period shall be extended in the event of industrial action, in particular strikes and lockouts, and in the event of unforeseen obstacles beyond our control, e.g. operational disruptions or delays in the delivery of essential materials, insofar as such obstacles demonstrably have a significant impact on the delivery of the delivery item. This also applies if such circumstances occur at subcontractors. The delivery period shall be extended by the duration of such measures and obstacles. We shall also not be responsible for the aforementioned circumstances if they arise during an already existing delay. In important cases, we will inform the customer of the beginning and end of such obstacles as soon as possible.
4. Partial deliveries are permitted within the delivery periods specified by us, provided that they do not result in any disadvantages for use.
1. The scope of delivery is determined by the written order confirmation or separate contractual documents and their annexes.
2. We reserve the right to make changes to design, software or form during the delivery period that result from technical improvements or legal requirements, provided that the delivery item is not significantly altered and the changes are reasonable for the customer.
If the customer withdraws from an order without justification, it shall remain obliged to pay the contractually agreed remuneration, less the expenses saved by IOX GmbH. In addition, IOX GmbH may claim 10% of the sales price for loss of profit, without prejudice to the possibility of claiming higher actual damages. The customer reserves the right to prove that the damage incurred was lower.
Packaging becomes the property of the customer and is charged by us. Postage and packaging costs are invoiced separately. The shipping method is chosen at our best discretion.
1. The customer is obliged to accept the delivery item. Unless otherwise agreed (delivery by us), handover takes place at the registered office of IOX GmbH. The customer is entitled to inspect the delivery item at the place of handover within fourteen days of receipt of the notice of readiness or other notification of completion. The customer is obliged to accept the delivery item within the same period, unless it is temporarily prevented from accepting it through no fault of its own.
2. If the customer is in default of accepting a purchased or rented item for more than fourteen days after receipt of the notice of readiness, intentionally or through gross negligence, we are entitled, after setting a grace period of a further fourteen days, to withdraw from the contract or to claim damages for non-performance. Setting a grace period is not required if the customer seriously or definitively refuses acceptance or is evidently unable to pay the purchase price even within this period.
3. The risk passes to the customer upon acceptance of the delivery item. If the customer declares that it will not accept the delivery item, the risk of accidental loss or accidental deterioration of the delivery item passes to the customer at the time of refusal.
Price changes are permitted if more than two months elapse between conclusion of the contract and the agreed delivery date. If wages, material costs or market purchase prices subsequently increase before the delivery is completed, we are entitled to increase the price appropriately in line with the cost increases. The customer is entitled to withdraw only if the price increase exceeds the rise in general cost of living between order and delivery by more than an insignificant amount. If the customer is a merchant, a legal entity under public law or a special fund under public law, price changes in accordance with the above provision are permitted if more than six weeks elapse between conclusion of the contract and the agreed delivery date. If, for services provided by IOX GmbH outside the business premises of IOX GmbH, the customer does not purchase at least 24 consecutive person-hours, IOX GmbH is entitled to charge a flat travel fee of EUR 300 as compensation for travel time, plus the other agreed incidental costs. This also applies to services offered inclusive of incidental costs.
For a period of twelve months after acceptance of the delivery item, the customer is entitled to have defects remedied (rectification). A defect exists only if the source code itself is faulty, unless the suitability of the program for a specific hardware or software environment has been expressly agreed. If we are unable to remedy a defect covered by our warranty obligation, or if further attempts at rectification are unreasonable for the customer, the customer may demand rescission (cancellation of the contract) or reduction (reduction of the remuneration) instead of rectification. Natural wear and tear is excluded from the warranty in all cases. Claims for damages exist only to the extent specified in section IX.
1. We retain title to the delivery items until payment has been made.
2. In the event of conduct by the customer in breach of contract, in particular default in payment, we are entitled to take back the delivery items after a reminder, and the customer is obliged to surrender them.
3. The assertion of the retention of title and the seizure of the delivery items by us shall not be deemed a withdrawal from the contract, unless the provisions of the Consumer Credit Act apply or we expressly declare this in writing. When used vis-à-vis merchants, legal entities under public law or special funds under public law, the following also applies:
4. The customer is entitled to resell the delivery items purchased by it in the ordinary course of business; however, it hereby assigns to us all claims in the amount of the purchase price agreed between us and the customer (including VAT) that accrue to the customer from the resale, irrespective of whether the delivery items are resold without or after processing. The customer is authorised to collect these claims after their assignment. Our authority to collect the claims ourselves remains unaffected; however, we undertake not to collect the claims as long as the customer duly meets its payment obligations and is not in default of payment. If this is the case, however, we may demand that the customer disclose the assigned claims and their debtors, provide all information required for collection, hand over the related documents and notify the debtors (third parties) of the assignment.
5. Any processing or transformation of the goods by the customer is always carried out on our behalf. If the delivery items are processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the delivery items to the other processed items at the time of processing.
6. If the delivery items are inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the delivery items to the other mixed items. The customer shall hold the co-ownership in safekeeping for us.
7. The customer may neither pledge the delivery items nor transfer them by way of security. In the event of seizure, confiscation or other dispositions by third parties, the customer must notify us immediately and provide us with all information and documents necessary to protect our rights. Enforcement officers or third parties must be made aware of our ownership.
8. We undertake to release the securities to which we are entitled at the customer's request to the extent that their value exceeds the claims to be secured, insofar as these have not yet been settled, by more than 20%.
Claims for damages, in particular contractual, pre-contractual or tortious claims, exist only in cases of intent and gross negligence, and in the event of breach of a contractually assumed guarantee or of essential contractual obligations (cardinal obligations), in accordance with the following provisions.
a) Liability is limited to typical, foreseeable damage, unless the event causing the damage was caused intentionally or through gross negligence by one of our legal representatives or executive vicarious agents.
b) We are liable for personal injury for which we are responsible within the scope of our existing liability insurance for property damage and personal injury up to EUR 2 million, and for financial losses up to EUR 500,000.00, and in the event of property damage for which we are responsible, we reimburse the cost of restoring the items up to an amount of EUR 750,000.00 per incident. In the event of damage to data carrier material, the obligation to compensate does not include the cost of recovering lost data and information.
c) All claims for damages become time-barred 12 months after delivery or performance of the service. This does not apply to claims arising from tort or from intentional breach of duty. Any further liability is excluded.
1. The purchase price and the fees for ancillary services are due for payment upon handover of the delivery item, unless otherwise agreed in the individual contract. All payments must be made free of bank charges or other deductions to the IOX GmbH account specified in the invoice.
2. Cheques and bills of exchange are deemed payment only once they have been honoured and are therefore accepted only on account of performance. Acceptance of bills of exchange always requires prior written agreement with us. When bills of exchange are accepted, the usual bank discount and collection charges will be invoiced. They are payable immediately in cash.
3. We charge default interest at 8% p.a. It is to be set higher or lower if we prove a charge at a higher interest rate or the customer proves a lower charge.
4. If the customer is a merchant, a legal entity under public law or a special fund under public law, it is not permitted to withhold payments on account of any counterclaims of the customer not acknowledged by us, nor to set off such claims.
1. The place of performance is Cologne.
2. For all disputes arising from the contractual relationship, if the customer is a registered merchant, a legal entity under public law or a special fund under public law, legal action is to be brought before the court having jurisdiction for our head office. We are also entitled to bring an action at the customer's head office.
3. German law applies exclusively, excluding the laws on the international sale of movable goods, even if the customer's registered office is abroad.
1. Transfers of the customer's rights and obligations under the contract concluded with us require our written consent to be effective.
2. Should any provision be or become invalid, the validity of the remaining provisions shall not be affected.
3. For a period of 12 months after their deployment, the client will not employ, directly or indirectly, the employees deployed by IOX GmbH without the consent of IOX GmbH. In the event of a breach of this loyalty agreement, a contractual penalty of EUR 50,000.00 shall become due.