VALIDITY / GENERAL POINTS
The terms of sale and delivery apply to all offers, bids, sales and deliveries unless otherwise agreed in writing between the parties.
PRICES
Prices stated in catalogues, price lists etc. are for guidance and can be changed at any time without prior warning.
Prices stated in offers are only binding on placement of a final and binding order no later than 3 months from the time the offer is made.
Prices stated in offers and order acknowledgements are based on the exchange rate stated in the offer/order acknowledgement (basic rate).
Furthermore, all pricing is based on the customs rates valid at the time of ordering as well as other public/statutory taxes and charges; in the event of these changing, the delivery cost will be adjusted accordingly. All prices are exclusive of VAT.
Unless otherwise specified, prices apply ex seller's warehouse, exclusive of fees and shipping.
DELIVERY
Delivery times are calculated from whichever of the following is the latest:
ifm electronic´s receipt of purchaser's order; if the order includes conditions that deviate from ifm electronic´s offer, the date on which such discrepancies have finally been clarified between the parties shall apply.
ifm electronic´s receipt from the purchaser of such complete technical specifications as may be necessary to complete the delivery
ifm electronic´s receipt of any advance payment or deposit that may have been agreed between the parties.
The delivery times stated by ifm electronic are based on delivery details obtained from the supplier in question. ifm electronic does not assume liability to pay compensation for any delays more extensive than the relevant manufacturer's standard conditions.
Moreover, any order received is subject to force majeure, cf. below.
In the event of delayed delivery, where this is due to conditions attributable to the purchaser or as described in the provisions set out above as well as force majeure, ifm electronic is at no point liable for operating losses, loss of profits and/or other indirect losses, including any consequential damage or loss.
Delivery shall take place in accordance with Incoterms 2000 EXW unless otherwise agreed in writing.
TERMS OF PAYMENT
Payment shall be made in cash no later than 30 days from the invoice date, unless otherwise agreed in writing.
If payment is not made promptly, ifm electronic reserves the right to charge penalty interest on the debt outstanding from time to time from the due date as well as reminder fees.
The item(s) sold remain(s) ifm electronic´s property until payment has been made in full.
PRODUCT LIABILITY
For injury to persons resulting from faults or defects associated with products supplied, ifm electronic shall be liable in accordance with current legislation on product liability. ifm electronic is not liable for damage to real or movable property unless the product supplied is for private use. ifm electronic is not responsible for operating losses, loss of profits or other indirect losses resulting from product liability.
COMPLAINTS
Any complaints shall be made in writing no later than 8 days after receipt of goods.
ifm electronic´s liability for defects does not cover flaws due to a construction or design stipulated by the purchaser, amendments made by the purchaser without ifm electronic´s agreement submitted in writing, incorrect repairs carried out by the purchaser or at his instigation, incorrect installation, fitting or treatment, faulty maintenance or other factors attributable to the purchaser. Nor does ifm electronic assume any liability for deterioration due to general wear and tear or age.
ifm electronic assumes no responsibility and no liability to pay compensation for any personal injury, damage to other equipment or property, operating losses, or other derivative damage irrespective of the cause.
ifm electronic is liable for personal injury only if it can be demonstrated that such injury is due to fault or neglect committed by the seller or others for whom he is responsible.
The item(s) sold will only be taken back subject to prior acceptance in writing from ifm electronic.
GUARANTEE
Goods proving within the guarantee period following the delivery date to be flawed with manufacturing or material defects shall be repaired or exchanged for new ones if sent carriage-free to ifm electronic. ifm electronic itself will choose between repair and replacement.
If the purchaser wishes to have goods repaired or exchanged at his address within the guarantee period, ifm electronic reserves the right to charge the purchaser for travel costs.
A guarantee is given on the terms set out in ifm electronic´s catalogue current at the time of entering into a purchase agreement.
FORCE MAJEURE
ifm electronic is not liable for any loss arising because of regulatory provisions, acts of war, strikes, lock-out, blockade, unrest, fire, import and export bans, transportation issues, general scarcity of goods, delays with or shortages from subsuppliers due to the circumstances mentioned or similar, nor due to other factors outside ifm electronic´s control preventing, delaying or complicating ifm electronic's fulfilment of its obligations.
Any losses arising for other reasons such as internal or external computer processing units not working shall be indemnified only if the client proves that such damage is due to gross negligence displayed by ifm electronic.
ARBITRATION
Disputes between the purchaser and ifm electronic in connection with deliveries covered by the above shall be settled by arbitration. The court of arbitration shall comprise two members, each party selecting one member. The court of arbitration shall lay down its own procedural rules and, if required, select as umpire a legal expert, who shall have the final decision if agreement cannot be reached. The court of arbitration's decision is final and binding on both parties. The court of arbitration shall also determine the breakdown of costs associated with arbitration between the parties to the case. The court of arbitration's seat shall be in Copenhagen, Denmark.
You are purchasing standard software from ifm in order to use it for your applications or for the applications of your customers.
Section 1 - Subject matter of the agreement
Section 2 - Granting of rights
Section 3 - Warranty
Section 4 - Liability
Section 5 - Security measures, right to carry out audits
Section 6 - Miscellaneous
We hereby inform the buyer that various products of the ifm group contain open source components. Depending on the product, these open source components are subject to the General Public License Version 1, 2 or 3 (General Public License 3 in combination with the GNU Compiler collection Runtime Library Exception Version 3.1), the Lesser General Public License Version 3, Berkeley Software Distribution (BSD-2-Clause, BSD-3-Clause, BSD-4-Clause)", the Academic Free License Version 2.1, MIT-License (MIT), Python Software Foundation License 2.0, Perl Artistic License and Artistic License 2.0, Microsoft Public License, Apache Software License Version 1.0, 1.1 and 2.0, ISC License, libpng License and the zlib License or other licenses that are apparent from the information for the respective product. This means that the buyer may only provide these components (and any further derived parts) in accordance with the aforementioned licenses, some of which require the source code to be disclosed to third parties. The buyer undertakes to observe the respective license when using, processing and passing on the open source components. The relevant licence texts are stated in the product-related accompanying materials (e.g. user manual, installation instructions, downloads or other information materials).
The parties have concluded an agreement on the provision of software. The terms and conditions below apply to the provision of software maintenance services by ifm electronic gmbh (hereinafter referred to as “service provider”) in respect of the software supplied to the customer. Deviating terms and conditions of the customer are expressly not recognised.
1. Definitions
Service provider: |
ifm electronic gmbh or an affiliate company of ifm electronic gmbh. |
Main contract: |
Special agreement between the customer and service provider on the provision of software. |
Customer: |
Natural or legal person who commissions the service provider to provide the contractual services. |
Software: |
The computer program specified in the main contract. |
Update: |
New program version of a software used to eliminate errors found in the previous program version. |
Upgrade: |
New program version of a software containing new or improved functionalities of the software. |
2. Subject matter of the contract
The service provider provides software maintenance services in respect of the software supplied to the customer. The provision of the services described here is dependent on the conclusion of the main contract.
3. Remuneration
There is no special remuneration owed for the services rendered by the service provider unless otherwise mutually agreed.
4. General obligations (to perform), cooperation of the customer
The customer shall provide the service provider with all the information required to properly assess and process the respective service query without being prompted to do so.
Furthermore, the customer is obliged to install the updates made available to it by the service provider and to use only the most current version of software or the version prior to the most current version. This shall not apply if this is unreasonable, for example because the most current or the predecessor software version is/are defective, and this would impair the customer's operations.
5. Scope of service, service times
The service is provided by the service provider by email or over the phone in German or in English.
Service time:
The current service times available on the country-specific homepage of the service provider apply, e.g. https://www.ifm.com/de/de/de/kontakt/kontakt for Germany.
The service provider is obligated to respond to a service query within the response times defined below. Response time refers to the time taken to respond once a service ticket has been opened by the service provider describing a specific and reproducible incident (“ticket creation”). Response times are measured during the respective service period.
The following response times apply whereby the priority of the incident is defined by the customer:
Priority | Definition | Reaction time |
high | The incident has a serious impact on business operations or activities, or business operations cannot be carried out. The incident requires immediate action because significant losses may result or overall business operations may be affected. | 4h |
medium | Due to the failure, a business transaction does not function as intended. The incident has a minor impact on business operations. | 8h |
low | The incident has a minor impact or no impact on business operations. | 24h |
Incident: An incident within the meaning of these terms and conditions is said to have occurred if the software, when used according to the contractual purpose, the scope of services agreed and the system requirements outlined by the provider, does not provide the functionalities described in the product/service description during the term of this contract.
The manner in which the services are provided is at the reasonable discretion of the service provider. The service may also take the form of guidelines or instructions for the customer. The customer is required to adhere to such instructions.
6. New program parts
The service provider shall continue to work on developing the software licensed to the customer and shall incorporate future developments in updates or upgrades.
The service provider can at any time replace the software licensed to the customer with updates or upgrades at its own reasonable discretion.
The service provider shall grant the customer usage rights to such updates and upgrades in accordance with the underlying main contract.
7. Liability
The service provider shall be liable in accordance with statutory regulations for any loss or damage to the customer caused with intent or by gross negligence, or which ensues from the absence of a warranted property, arises from a culpable breach of cardinal duties, results in harm inflicted on life, limb or physical health, or where liability is assumed under the product liability law.
Cardinal duties include those contractual obligations which have to be fulfilled in order for the agreement to be executed in the first place; which the contractual partner may rely on being performed as a matter of course; and which if breached by the other party may jeopardise the very purpose of the contract.
If a cardinal duty is breached, liability – provided the damage is merely caused by slight negligence – shall be limited to those losses which are typical and foreseeable and must therefore be anticipated in connection with the provision of software under the contractual agreement.
If the damage suffered by the customer is due to loss of data, the service provider shall not be liable for this.
In all other respects, liability – irrespective of the particular legal basis – shall be excluded.
8. Term of contract and termination
This agreement is linked to the term of the main contract and automatically ends once the main contract expires or is terminated in some other way. If the main contract is extended, then this agreement shall be extended automatically, too.
The following applies to ifm moneo software products:
With the purchase of the software, the customer acquires a right to (free) service until the end of the calendar year in which it purchased the corresponding moneo modules and the following year. At the end of the following year, the entitlement to services expires. The customer can either conclude a new service contract or book individual services as required. This presupposes compliance by the customer with the obligations to perform and cooperate described in Clause 4.
9. Final provisions
If individual clauses contained in this contract are or become legally ineffective – in part or in full – the validity of the remaining provisions of this contract shall not be affected.
This contract shall be governed by the law of the country in which ifm is headquartered. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (UN Sales Convention) shall be excluded.
The exclusive place of jurisdiction for disputes arising from or in connection with the agreement shall be at the registered office of ifm.
As of: Dec. 2020