§ 1 Scope of application and data protection
1. The General Terms and Conditions (in short: GTC) regulate the legal relationship between IRS Systementwicklung GmbH (in short: IRS) and their business partners.
2. The deliveries, services and offers of IRS are based on these Terms and Conditions.
3. All terms and conditions of purchase and acceptance of the business partner have no priority over these General Terms and Conditions and are only binding on IRS if they have been explicitly accepted by IRS in writing in each individual business case. Omission of an objection does not imply agreement or acceptance. Any reference by IRS to documents of the business partner does not constitute acceptance of the business partner's terms and conditions or regulations. Differences from these terms and conditions shall also only be valid if they are confirmed in writing by IRS.
4. If necessary for business purposes, IRS is authorized to save and process the business partner's data by EDP within the framework of the Data Protection Act.
§ 2 Offers, Contract Conclusion and Customs Charges
1. The offers of IRS are non-binding; a contract is only concluded by order confirmation in text form.
2. Changes, additions and/or the cancellation of a contract or these terms and conditions require text form and written confirmation by IRS.
3. The prices quoted in IRS's offers are subject to the condition that the order data on which the offer was based remain unchanged. The prices specified in IRS's order confirmation are valid.
4. Where trade terms under the International Commercial Terms (Incoterms) are agreed, Incoterms 2020 apply.
5. A final confirmation of the price will only be provided upon order placement and verification of all relevant conditions. Customs duties and import taxes are not included and will be the responsibility of the recipient. The quotation is based on the customs and import regulations currently in effect. Changes to customs rates – whether on the export or import side – may affect the quoted price, and adjustments may need to be made accordingly.
§ 3 Delivery, partial invoices, acceptance, provision of materials and return of packaging
1. Unless otherwise agreed, IRS deliver and perform Free Carrier (FCA) from its own shipping address.
2. Partial deliveries or partial services are allowed as long as they are not unreasonable for the business partner.
3. By agreement, a partial payment can be agreed during the order processing depending on progress. A partial invoice can be issued about max. of 95% of the order value. The creation and handover of a delivery bill for goods/services which have not yet been provided is not allowed by law. The business partner will be informed before any partial invoice is issued.
4. The delivery date is an estimated date, assuming that all required materials from suppliers of IRS are available on time.
5. The delivery period begins at the IRS order confirmation date.
6. Delivery periods and delivery dates are ex works. If the goods can´t be collected or shipped on time through no fault of IRS, delivery periods and delivery dates apply upon notification of readiness for shipment. Should there be delays in commissioning or acceptance due to the business partner, IRS may invoice the service performed 4 weeks after notification of readiness for delivery or readiness for commissioning / acceptance.
7. IRS does not assume any liability for material defects, product liability or delay in delivery if these can be attributed to not clearly recognizable defects or late provision of materials by the business partner. Furthermore, IRS assumes no liability if the business partner specifies the procurement of primary material according to its specifications or from certain suppliers, even if IRS has to order the material independently and at its own expense.
8. IRS fulfills the legal obligation to take back packaging not subject to system participation, in accordance with Section 15 of the German Packaging Act. The return of such packaging is possible following prior agreement. Please contact IRS in advance to arrange this.
§ 4 Warranty
1. The warranty period is 12 months, if not agreed separately for individual items.
2. The warranty begins at the time of delivery, but at the latest on the day of acceptance. In case of delays which can be attributed to the business partner, the warranty period begins after notification of readiness for delivery.
§ 5 Return shipment in case of warranty
1. Return shipment within Germany and the EU: In the case of a warranty claim (e.g., defects or faults), IRS will cover the costs for the return shipment of the goods within Germany and the EU, assuming that the business partner has properly complained about the goods and the defect is accepted by IRS. The business partner must pack and ship the goods at its own expense. IRS will provide the business partner with a return label or pay the shipping costs directly if this has been agreed in individual cases.
2. Return shipment from a third country: If goods are returned from a third country (outside the EU) in the case of a warranty claim, the business partner pays all return costs including the shipping costs and customs duties of the third country. The business partner is obliged to pack the goods properly and to comply with the current customs and import regulations for the return shipment. IRS accepts no responsibility for any customs duties or taxes incurred in connection with the return of the goods from a third country.
3. Customs clearance and taxes for returns from a third country: The business partner is responsible for the correct customs clearance, including the payment of customs duties, taxes or other charges that may be incurred in connection with the return shipment from a third country. The goods must be declared as “returned goods” or “warranty return” upon return in order to avoid unnecessary customs duties. The business partner exempts IRS from all costs and claims resulting from customs clearance and the return of goods from a third country.
4. Exceptions: Should IRS cover the return costs in individual cases as a gesture of goodwill or on the basis of an extended warranty, this shall be agreed separately and recorded in writing. This does not constitute a legal obligation on the part of IRS.
§ 6 Retention of title
1. The delivered goods remain the property of IRS until all claims have been paid completely.
2. If the business partner is in default of payment, IRS is entitled to cancel the contract and reclaim the goods, even if they have already been installed. If the item is combined with other goods not owned by IRS, IRS shall become co-owner of the new item in relation to the value of the original goods to the value of the new item at the time of combination. If the new item is deemed to be the main item, the business partner shall transfer the corresponding proportionate co-ownership to IRS.
§ 7 Liquidity problems
1. If the business partner has financial liquidity problems, makes an application for the opening of insolvency proceedings or such proceedings are opened against him, IRS is entitled to cancel all unfulfilled contracts in whole or in part. Withdrawal by IRS will not affect payment claims that have already arisen or other claims from services provided. Further rights under the law remain unaffected.
§ 8 Copyrights and rights of the business partner
1. All documents, software components and computer programs provided by IRS to the business partner contain know-how, ideas and development services of IRS and their sub-suppliers.
2. All documents and information are not allowed to be copied, evaluated, reproduced or made accessible to third parties in any way, without the permission of IRS. Details of these are also subject to the legal protection provisions.
3. The products supplied by IRS comply with the applicable EU regulations and standards. IRS do not guarantee compliance with other national regulations. If the products are used in other countries, the business partner is obliged to check the conformity of the products with the relevant legal systems and standards and to make any necessary adjustments.
4. The business partner may not assert any rights due to defects in deliveries and services of IRS if the value or suitability of the delivery and service is only reduced insignificantly. Appearances that are attributable to normal wear and tear do not constitute a defect.
§ 9 Notice on Software Licensing and Source Code – if Included in the Scope of the Offer
Sale of Software Licenses without Source Code
The software products and hardware components included in this offer are licensed and delivered exclusively in executable form (e.g. binary, firmware, pre-installed software).
Provision of source code is excluded and is not part of the scope of delivery.
Project-specific Software Development with (partial) Source Code Provision
Within the scope of this project, software is developed according to the customer’s individual requirements.
Scope of Source Code Delivery
The provided source code includes only the project-specific software components developed specifically for the customer.
The following are explicitly excluded from the scope of source code delivery:
- Standard components, libraries, and modules of our software platform (e.g. device drivers, emulator firmware, internal function libraries)
- Reusable modules not developed specifically for the customer
- Software components subject to third-party license terms
Rights of Use
The project-specific source code provided may be used, modified, and maintained by the customer for internal purposes only.
Any transfer to third parties or commercial use requires the explicit prior consent of the provider.
All rights to standard components and non-customer-specific modules remain solely with the provider.
§ 10 General Regulations
1. All changes to these GTC must be made in text form (e.g. letter or e-mail) to be valid. Any verbal agreements are legally invalid unless they are confirmed by IRS in writing or in text form.
2. Should individual provisions of these GTC be invalid or impracticable, this does not affect the validity of the remaining clauses.
§ 11 Place of jurisdiction and choice of law
1. The law of the Federal Republic of Germany applies to all legal relationships between the business partner and IRS. The place of jurisdiction is Regensburg, Germany.