When using our services you may be asked to supply personal data. Providing this information is voluntary. Your personal data is used in accordance with German data protection laws. Personal data supplied on INTEWA GmbH websites is used only for internal purposes. A transfer to a third party is excluded.
© Copyright INTEWA GmbH, Aachen, Germany. All rights reserved. The text, images, graphics, sound files, animation files, video files, and their arrangement on the INTEWA websites are all subject to copyright and other intellectual property protection. These objects may not be copied for commercial use or distribution, nor may these objects be modified or reposted to other sites. Some BMW websites may contain images whose copyrights are attributable to third parties.
The information on this website is provided "as is" and without warranty of any kind, expressed or implied, including (but not limited to) any implied warranties of merchantability, fitness for any particular purpose, or non-infringement of third party rights. While the information provided is believed to be accurate, it may include errors or inaccuracies. In no event shall INTEWA GmbH be liable to any person for any special, indirect or consequential damages relating to this material, unless caused by gross negligence or intentional misconduct. INTEWA GmbH is not responsible for the contents of websites that are maintained by third parties and therefore waives its liability for any links from this website to other websites.
Unless otherwise indicated, all trademarks on this website are subject to trademark rights of INTEWA GmbH, including marks, model names, logos, and emblems. 9. Further development of Internet / data protection policies The further development of Internet will naturally affect our data protection policies. If there shall be any amendments, then we will issue them on this website at appropriate time.
Last updated: Januar 2021
The following terms and conditions of sale and delivery are an integral part of all finalized purchase contracts, contracts for work and services or contracts for work and materials or similar legal transactions concluded by us with purchasers. They shall be deemed valid for the duration of the business relationship. Deviating provisions of the customer shall not be valid unless they have been acknowledged by us in writing.
2. Conclusion of contract
Contracts signed by our field staff require our written confirmation in order to be effective. The product representations in the online shop serve for the submission of a purchase offer. By clicking on the "Buy" button, you make a binding purchase offer. We can accept your order by sending an order confirmation by email or by delivering the goods within seven business days. If our order confirmation contains clerical or typographical errors or if our pricing has technical transmission errors, we are entitled to challenge this, whereby we have to prove our error. Payments already made will be refunded immediately.
3. Written form
The cancellation or amendment of these terms and conditions of sale and delivery must be made in writing. Verbal collateral agreements must also be made in writing. The same applies to information on design, dimensions, etc.
The prices automatically lose their validity with the publication of a new price list, without the need for revocation, but at the latest 12 months after the date of publication of the new price list. We shall be bound by written offers for four weeks. Unless otherwise stated in these terms and conditions of sale and delivery, the prices shall apply to ex works deliveries plus transport, packaging and value added tax. In commercial transactions, we shall also be entitled to increase prices after conclusion of the contract if this is necessary after contract conclusion. The amount of the price increase must be justified by the change in the price-setting factors and notified to the contractual partner within a reasonable period of time.
5. Information, data, particulars
We reserve the right to make design or structural changes as well as changes to the technical or material design and scope of delivery during the delivery period, provided that the object of purchase is not substantially changed and the change is reasonable for the purchaser. Information contained in descriptions of the scope of delivery, materials, services, dimensions, and weights etc. of the purchased item which is valid at the time of contract conclusion shall form part of the contract; they are to be regarded as approximate and do not constitute warranted characteristics. Information obtained from us about deliveries or other services shall in any case be non-binding, even if provided in writing. They shall in no case be regarded as an assurance of properties. Information provided by us with regard to the design, performance and installation of our systems or parts thereof shall be of an exemplary nature only and shall not be binding on us.
6. Shipping, freight, transfer of risk, packaging and shipping costs
When concluding the transaction, the purchaser must state whether the goods are to be collected by him or sent by us. If the customer decides to send the goods, we have the right to choose to commission a forwarding agent to hand over the goods to a carrier, railway, post office or a parcel service or to transport the goods in our own vehicle. The risk of accidental loss and accidental deterioration shall pass to the purchaser upon leaving the factory/warehouse. If the purchaser has chosen to collect the goods themselves, the described risk shall pass to them two days after notification that the goods are ready for dispatch. The same shall apply if dispatch is delayed due to circumstances for which the purchaser is responsible. Except in the case of collection by the purchaser, we have the right to choose the appropriate packaging.
7. Delivery period
The delivery period shall commence on the day on which the order confirmation is sent, if necessary after complete clarification of all execution details. It shall only be deemed to have been approximately agreed and complied with if the contract goods have left the warehouse by the end of the delivery period or if the readiness and possibility for dispatch of the goods has been communicated. Force majeure, riots, strikes and lock-outs as well as the remote effects of work disputes in supplier companies shall extend the aforementioned delivery time and delivery period by the duration of the service disruptions caused by these circumstances. If the delivery or service becomes impossible due to one of the above-mentioned circumstances, we shall be released from our service obligation.
The duration of the warranty period shall be governed by the statutory provisions. It begins with the invoice date. If the delivered goods are defective or lack warranted characteristics or if goods other than those ordered have been delivered, we shall be entitled, at our discretion, to deliver a replacement, remedy the defect or make a subsequent delivery. Further claims, in particular claims for damages of any kind are excluded, unless we are liable due to intent or gross negligence or the absence of a warranted characteristic. If the purchaser is a business, they are obliged to notify defects in writing immediately, at the latest within eight days, unless a shorter period is prescribed by law. Purchasers with commercial status must notify defects that cannot be discovered within eight days, even after careful inspection, immediately after discovery, with immediate cessation of any processing and no later than three weeks after receipt of the goods. We shall be liable for replacement or subsequent deliveries and repair work to the same extent as for the original delivery item. The purchaser shall only have a right of withdrawal if we are not in a position to make subsequent deliveries, provide replacement or remedy the defect or if a reasonable grace period set by the purchaser has elapsed. We shall not be liable for errors arising from the documents (drawings, samples, etc.) submitted by the purchaser. Notices of defects do not entitle the purchaser to withhold the invoice amounts. We are entitled to refuse to remedy the defect as long as the purchaser does not fulfil their obligations. Defects in part of the goods do not entitle the purchaser to reject the total goods. Goods may only be returned with our consent.
9. Limitation of liability
Claims for damages due to direct or indirect damages or consequential damages due to the impossibility of performance, delay, breach of contract, culpability at contract conclusion and illegal action are excluded, unless the damages are based on intent or gross negligence on our part.
Unless otherwise agreed, payments shall be made in advance in the invoiced currency. If an agreed payment period after invoicing is exceeded, interest will be charged at a rate of 3% above the applicable discount rate of the Deutsche Bundesbank, without the need for a special reminder; the purchaser and we are free to prove that the damage caused by default is lower or higher. Insofar as we accept bills of exchange, cheques or other securities, the underlying liabilities shall only be deemed to have been repaid when and to the extent that the corresponding amounts have been credited. Discount expenses shall be borne by the purchaser from the due date and shall be payable immediately. In the event that payments are not made on time, all our claims shall become due regardless of any concessions or the term of bills of exchange accepted. We are also entitled to demand securities and/or to execute outstanding deliveries only against advance payment or provision of security. These rights shall also exist if reasons become known which give rise to justified doubt as to the continued observance of proper payment on the part of the purchaser. The withholding of payments or offsetting against any counterclaims of the purchaser is only permissible if the counterclaims of the purchaser have been legally established or are not disputed by us. Our field staff is only entitled to accept payments if it has a written power of attorney issued by us.
11. Retention of title
The goods delivered by us shall remain our property until the purchase price, any interest or costs have been paid in full; in particular, charges for the surrender of cheques, bills of exchange or other securities, in particular also in the event of any prolongation, shall be deemed costs. In the case of an ongoing business relationship, the retention of title also extends to delivered goods that have already been paid for but are still available until payment of all our outstanding claims, irrespective of the time at which they arose. Collateral whose value exceeds ten percent of the claims to be secured shall be released by us upon request and at the discretion of the purchaser. The purchaser is entitled to resell the goods subject to retention of title in the normal course of business; they are not permitted to pledge or transfer ownership by way of security. The purchaser shall be obliged to secure our rights as conditional seller when reselling goods subject to the retention of title on credit, for example by passing on the reservation of title. If the goods subject to retention of title are seized or confiscated by the purchaser or the purchaser's contractual partner, the purchaser must report this to us immediately in writing. The claims of the purchaser from a resale of the goods subject to retention of title already assigns this to us, we accept this assignment. Irrespective of the transfer and the right of collection to which we are entitled, the purchaser is entitled to collect as long as he fulfils his obligations towards us. At our request, the purchaser shall be obliged to notify third-party buyers of the assignment and to provide us with the information on the assigned claims required for collection. The purchaser is obliged to insure the delivery item against theft, breakage, fire, water and other damage. In the event of conduct in breach of contract, in particular if they do not make net payments within 30 days of the invoice date, we shall be entitled to take back the goods and the purchaser shall be obliged to surrender them. The assertion of the retention of title and the seizure of the goods subject to retention of title by us shall not be deemed withdrawal from the contract unless the German Instalment Payment Act applies.
12. Cancellation policy
Exclusively valid for INTEWA internet trade with end users in Germany!
Right of revocation
You have the right to cancel this contract within fourteen days without specifying any reasons. The period for cancellation is fourteen days from the day that you or any third party authorised by you other than the carrier, have or has accepted delivery of the final item(s) of your order. In order to exercise your right of withdrawal, you must inform us:
INTEWA GmbH - Auf der Hüls 182 52068 Aachen, Germany
Phone: + 49 (0)241-96605-0 - Fax: + 49 (0)241-96605-10 - E-Mail: email@example.com
by means of an unambiguous declaration (e.g. a letter, fax or e-mail sent by post) of your decision to withdraw from this contract. To uphold the revocation period, it is sufficient for you to send the notification to exercise your right of revocation before the expiry of the revocation period.
Consequences of revocation
If you choose to withdraw from this contract, we shall reimburse all payments we have received from you without delay, including shipping costs (except for additional costs arising in the event of selecting a method of shipping different from the most cost-efficient standard delivery offered by us), no later than fourteen days from the date on which we have received the notice of withdrawal from this contract. The refund shall be issued via the same payment method which you provided for the original transaction, unless otherwise explicitly agreed with you; under no circumstances will you be charged fees for the processing of this refund. We may withhold the money for refund until the items have been returned to us, or until you have provided evidence that you have shipped the goods, whichever is earlier. You must send back or hand over the goods to us without delay, no later than fourteen days from the day on which you notified us about withdrawing from this contract. The deadline is met if you send the items back before the period of fourteen days has expired. You shall bear the direct costs of returning the goods. You must only compensate any loss of value of the goods if this loss of value is due to handling that is unnecessary for the examination of the nature, characteristics and functioning of the goods.
Exclusion of right of withdrawal
The right of revocation does not apply to the following contracts: contracts for the supply of goods which are not prefabricated and for their production in the event of an individualised selection or decision of the consumer or in the event that a selection is clearly tailored to the personal needs of the consumer or for contracts with commercial customers.
13. Fulfilment and jurisdiction
The place of fulfilment is 52068 Aachen. The place of jurisdiction for disputes with purchasers who are registered traders, legal persons under public law or a special fund under public law is the court with jurisdiction for our registered office. We are entitled to sue at the place of business or domicile of the purchaser. All legal relationships are subject to German law.
If individual terms of the aforementioned provisions should be invalid or declared invalid by a legally binding judgement, the validity of the remaining provisions of these Terms and Conditions of Sale and Delivery shall remain unaffected.
In this document:
(a) "Agreement" shall mean the binding contract formed as described in Section 2.1 herein;
(b) "Goods" shall mean bothtangible and intangible goods, including software and related documentation. References to Goods shall, where appropriate, be deemed toinclude Services;
(c) "INTEWA" shall mean the purchasing INTEWA legal entity identified in INTEWA' offer;
(d) "Services" shall meanthe services to be performed by Supplier for INTEWA under this Agreement;
(e) "Supplier" shall mean each person or entity (including,where relevant, its affiliates) that enters into an Agreement.
2.1. These General Conditions of Purchase, together with the relevant Purchase Order issued by INTEWA, set forth the terms of INTEWA'offer to Supplier. When Supplier accepts INTEWA' offer, either by acknowledgement, delivery of any Goods and/or commencement ofperformance of any Services, a binding contract shall be formed ("this Agreement"). Such Agreement is limited to these General Conditionsof Purchase as specified on the face and reverse of this document, the relevant Purchase Order and any attachments. INTEWA does not agreeto any proposed addition, alteration, or addition by Supplier. This Agreement can be varied only in writing signed by INTEWA. Any otherstatement or writing of Supplier shall not alter, add to, or otherwise affect this Agreement.
2.2. INTEWA is not bound by and hereby expressly rejects Supplier's general conditions of sale and any additional or different terms orprovisions that may appear on any proposal, quotation, price list, acknowledgment, invoice, packing slip or the like used by Supplier. Courseof performance, course of dealing, and usage of trade shall not be applied to modify these General Conditions of Purchase.
3. Time of the Essence
Time is of the essence and all dates referred to in this Agreement shall be firm. In the event that Supplier anticipates any difficulty incomplying with any delivery date or any of its other obligations under this Agreement, Supplier shall promptly notify INTEWA in writing.
4. Delivery of Goods
4.1. Unless expressly agreed otherwise in writing, all Goods shall be delivered FOB (as defined in the latest version of the Incoterms) finaldestination determined by INTEWA.
4.2. Delivery shall be deemed completed at the moment receipt has been acknowledged by INTEWA in writing but this shall not constituteacceptance of the Goods.
4.3. Supplier shall, concurrently with the delivery of the Goods, provide INTEWA with copies of all applicable licenses. Each delivery of Goods to INTEWA shall include a packing list which contains at least (i) the applicable order number, (ii) the INTEWA part number, (iii)the quantity shipped, and (iv) the date of shipment.
4.4. Supplier shall make no partial delivery or delivery before the agreed delivery date(s). INTEWA reserves the right to refuse delivery of Goods and return same at Supplier's risk and expense if Supplier defaults in the manner and time of delivery or in the rate of shipment. INTEWA shall not be liable for any costs incurred by Supplier related to production, installation, assembly or any other work related to the Goods, prior to delivery in accordance with this Agreement.
4.5. Any design, manufacturing, installation or other work to be performed by or on behalf of Supplier under this Agreement shall beexecuted with good workmanship and using proper materials.
4.6. Supplier shall pack, mark and ship the Goods in accordance with sound commercial practices and INTEWA' specifications in suchmanner as to prevent damage during transport and to facilitate efficient unloading, handling and storage, and all Goods shall be clearlymarked as destined for INTEWA. Supplier shall be responsible for any loss or damage due to its failure to properly preserve, package, handle, or pack the Goods; INTEWA shall not be required to assert any claims for such loss or damage against the common carrier involved.
5. Changes to Goods
Supplier shall not, without prior written consent of INTEWA, make any changes affecting Goods, including process or design changes, changes to manufacturing processes (including geographic location) changes affecting electrical performance, mechanical form or fit, function, environmental compatibility, chemical characteristics, life, reliability or quality of Goods or changes that could have significantimpact upon Supplier's quality system.
6. Performance of Services
6.1. Supplier shall perform the Services with due skill and care, using the proper materials and employing sufficiently qualified staff.
6.2. Supplier shall be fully liable for any and all third parties with which it has contracted in connection with the Services.
6.3. Only written confirmation by INTEWA shall constitute acceptance of the Services performed.
7. Inspection, Rejection of Goods
7.1. Inspection of or payment for the Goods by INTEWA shall not constitute acceptance. Inspection or acceptance of or payment for theGoods by INTEWA shall not release Supplier from any of its obligations, representations or warranties under this Agreement.
7.2. INTEWA may, at any time, inspect the Goods or the manufacturing process for the Goods. If any inspection or test by INTEWA is madeon the premises of Supplier, Supplier shall provide reasonable facilities and assistance for the safety and convenience of INTEWA'sinspection personnel.
7.3. If INTEWA does not accept any of the Goods or Services, INTEWA shall promptly notify Supplier of such rejection, and Section 11 below shall apply. Within two (2) weeks from such notification, Supplier shall collect the Goods from INTEWA at its own expense or shallpromptly perform the Services in accordance with INTEWA' instructions. If Supplier does not collect the Goods within said two (2) weekperiod, INTEWA may have the Goods delivered to Supplier at Supplier's cost, or with the Supplier's prior consent destroy the Goods, without prejudice to any other right or remedy INTEWA may have under this Agreement or at law.
7.4. If, as a result of sampling inspection, any portion of a lot or shipment of like or similar items is found not to be in conformity with thisAgreement, INTEWA may reject and return the entire shipment or lot without further inspection or, at its option, complete inspection of allitems in the shipment or lot, reject and return any or all nonconforming units (or accept them at a reduced price) and charge Supplier the costof such inspection.
8. Prices, Payment
8.1. Title in the Goods shall pass to INTEWA on payment.
8.2. All prices quoted in this Agreement shall be fixed prices. Supplier warrants that such prices are not in excess of the lowest pricescharged by Supplier to other similarly situated customers for similar quantities of goods or services of like kind and quality. Maximum prices are also agreed for the following purchase order. If supplier plans to rise the prices, this is only possible for the overnextpurchase order to give INTEWA enough time to adapt their own prices in their calculation. At least the maximum prices are valid for 1 yearfrom the first purchase order. If supplier plans to rise the price he further has to explain the reason. In case of rising raw material prices supplier and INTEWA agree, thatthe percentage of the rising price can't be higher, then the agreed raw material price index. The basis for this calculation is the following rawmaterial index:__________________________ The minimum rise of raw material to adapt the price is 10 %. If the raw material pricedecreases more then 10 % the price decreases.
8.3. (i) All prices are gross amounts but exclusive of any value added tax (VAT), sales tax, GST, consumption tax or any other similar taxonly. (ii) If the transactions as described in this Agreement are subject to any applicable VAT, sales tax, GST, consumption tax or any othersimilar tax, Supplier shall be allowed to charge VAT, sales tax, GST, consumption tax or any other similar tax to INTEWA, which shall bepaid by INTEWA on top of the prices quoted. Supplier is responsible for paying any applicable VAT, sales tax, GST, consumption tax or anyother similar tax to the appropriate (tax) authorities. Supplier shall issue an invoice containing wording that shall allow INTEWA to takeadvantage of any applicable "input" tax deduction. In addition, Supplier shall inform INTEWA whether INTEWA is allowed to apply for anexemption if and to the extent allowed under applicable law in such specific situation.
8.4. Any license fees shall be included in the price.
8.5. Subject to the acceptance of the Goods and/or Services by INTEWA, payment shall be made:
(a) where INTEWA is incorporated in Asia, within ninety (90) days from the end of the month of the receipt of the correct invoice in theproper form; or
(b) where INTEWA is incorporated in another part of the world, within sixty (60) days from the end of the month of the receipt of thecorrect invoice in the proper form.In case of advance payment are agreed, the following payment terms shall be valid:Advance payment conditions: 50 % and 50 % 30 days after receiving the goods.
8.6. If Supplier fails to fulfill any of its obligations under this Agreement, INTEWA may suspend payment to Supplier.
8.7. INTEWA shall at all times have the right to set off and deduct from any amounts owing from INTEWA to Supplier or any of itsaffiliates any amount owing from Supplier or any of its affiliates to INTEWA, irrespective of the nature of any such claim.
9.1. Supplier represents and warrants to INTEWA that:
(a) all Goods are suitable for the intended purpose and shall be new, merchantable, of good quality and free from all defects in design,materials, construction and workmanship;
(b) all Goods strictly comply with the specifications, approved samples and all other requirements under this Agreement;
(c) all Goods shall be free from any and all liens and encumbrances; (i) all Goods have been designed, manufactured and delivered, and all Services have been provided in compliance with all applicable laws (including labor laws), regulations, EC Directive 2001/95 on GeneralProduct Safety and the then current Supplier Sustainability Declaration as published on INTEWA' corporate website; (ii) Goods andServices are provided with and accompanied by all information and instructions necessary for proper and safe use;
(d) all required licenses in relation to the Goods are and shall remain valid and in place, that the scope of such licenses shall properly coverthe intended use of the Goods and all such licenses shall include the right to transfer and the right to grant sublicenses;
(e) where the Goods or Services incorporate or contain chemicals or dangerous hazardous goods or substances, these shall be accompaniedby written and detailed specifications of the composition and characteristics of such goods or substances and of all laws, regulations andother requirements relating to such goods or substances in order to enable INTEWA to transport, store, process, use and dispose of such Goods properly and in a safe manner; and
(f) all Goods do not violate or infringe any third party domestic or foreign patent, copyright (including portrait rights and moral rights),trade secret, trademark or other intellectual property rights.
9.2. These warranties shall not be deemed to exclude Supplier's standard warranties or other rights or warranties which INTEWA may haveor obtain, shall survive any delivery, inspection, acceptance, payment or resale of the Goods, and shall extend to INTEWA and its customers. Acceptance of, or payment for, all or any part of the Goods or Services furnished under this Agreement shall not be deemed to be a waiver of INTEWA' right to cancel or return or reject all or any part thereof because of failure to conform to order or by reason of defects, latent orpatent, or other breach of warranties, or to make any claim for damages, including manufacturing costs and loss of profits or other specialdamages occasioned to INTEWA.
10. Open Source Software
WarrantyUnless the inclusion of same is specifically authorized in writing by duly authorized officers of INTEWA, Supplier represents and warrants that the Goods do not include any portion of any Open Source Software. As used herein, "Open Source Software" shall mean:
(a) any software that requires as a condition of use, modification and/or distribution of such software, that such software: (i) be disclosed or distributed in source code form; (ii) be licensed for the purpose of making derivative works;(iii) may only be redistributed free from enforceable intellectual property rights; and/or
(b) any software that contains, is derived from, or statically or dynamically links to, any software specified under (a).
11. Non‐conformity of Goods or Services
11.1. If any Good or Service is defective or otherwise not in conformity with the requirements of this Agreement, INTEWA shall notify Supplier and may, without prejudice to any other right or remedy available to it under this Agreement or at law, at its sole discretion:
(a) claim a full refund of the price paid under this Agreement; or
(b) require Supplier promptly to remedy the non-conformance or to replace the nonconforming Goods with Goods meeting thespecifications.
11.2. Supplier shall bear all cost of repair, replacement and transportation of the nonconforming Goods, and shall reimburse INTEWA inrespect of all costs and expenses (including, without limitation, inspection, handling and storage costs) reasonably incurred by INTEWA inconnection therewith.
11.3. Risk in relation to the nonconforming Goods shall pass to Supplier upon the date of notification there of.
12. Ownership and Intellectual Property
12.1. All machinery, tools, drawings, specifications, raw materials and any other property or materials furnished to Supplier by or for INTEWA, or paid for by INTEWA, for use in the performance of this Agreement, shall be and remain the sole exclusive property of INTEWA and shall not be furnished to any third party without INTEWA' prior written consent, and all information with respect there to shallbe confidential and proprietary information of INTEWA. In addition, any and all of the foregoing shall be used solely for the purpose offilling orders from INTEWA, shall be marked as owned by INTEWA, shall be held at Supplier's risk, shall be kept in good condition and bereplaced by Supplier, if necessary, at Supplier's expense, shall be subject to periodic accounting by Supplier as reasonably requested fromtime to time by INTEWA, and shall be subject to return promptly upon INTEWA' request. Supplier agrees to furnish at its own expense all machinery, tools, and raw materials necessary to perform its obligations under this Agreement.
12.2. Supplier represents and warrants to INTEWA that the Goods and Services do not and shall not, alone or in any combination, infringeor violate any patent, trademark, copyright (including portrait rights and moral rights), trade name, trade secret, license or other proprietaryright of any other party (including Supplier's employees and subcontractors), and (ii) that it holds the necessary titles in order to license to INTEWA any intellectual property right (including patents, trademarks, copyrights, trade names, trade secret, licenses or other proprietaryright) of every component of the Goods and/or Services provided to INTEWA, as a whole or as integrated part of another Good/Service, including but not limited to machinery, tools, drawings, designs, software, demos, moulds, specifications or pieces.
12.3. INTEWA shall retain all rights in any samples, data, works, materials and intellectual and other property provided by INTEWA to Supplier. All rights in and titles to deliverables (including future deliverables) and other data, reports, works, inventions, know-how, software, improvements, designs, devices, apparatus, practices, processes, methods, drafts, prototypes, products and other work product orintermediate versions thereof produced or acquired by Supplier, its personnel or its agents for INTEWA under this Agreement (the "WorkProduct") shall become INTEWA' property. Supplier shall execute and deliver any documents and do such things as may be necessary ordesirable in order to carry into effect the provisions of this Section.
12.4. Supplier shall not have any right, title or interest in or to any of INTEWA' or any of its affiliates' samples, data, works, materials, trademarks and intellectual and other property nor shall the supply of Goods and/or Services alone or in any combination, or the supply ofpackaging containing INTEWA' or any of its affiliates' trademarks or trade names give Supplier any right or title to these or similartrademarks or trade names. Supplier shall not use any trademark, trade name or other indication in relation to the Goods or Services alone orin any combination without INTEWA' prior written approval and any use of any trademark, trade name or other indication as authorized by INTEWA shall be strictly in accordance with the instructions of and for the purposes specified by INTEWA or any of its affiliates.
12.5. Supplier shall not, without INTEWA' prior written consent, publicly make any reference to INTEWA or any of its affiliates, whether inpress releases, advertisements, sales literature or otherwise.
12.6. Positive covenant at orders for artists, designers etc....The ordered service provider guarantees INTEWA the worldwide positive covenant for all marketing material, sheets, brochures, films etc...With accepting the order and after receiving the agreed payment INTEWA receives all the sole rights for the further distribution if not agreedin a written and different manner. The service provider forwards 4 weeks after finishing the project the raw data on compact disks.
13. Intellectual Property Indemnification
13.1. Supplier shall indemnify and hold harmless INTEWA and its affiliates, its agents and employees and anyone selling or using any of INTEWA' products in respect of any and all claims, damages, costs and expenses (including but not limited to loss of profit and reasonableattorneys' fees) in connection with any third party claim that any of the Goods or Services alone or in any combination or their use infringesany patent, trademark, copyright (including portrait rights and moral rights), trade name, trade secret, license or other proprietary right of anyother party or any intellectual property right, or, if so directed by INTEWA or any of its affiliates, shall defend any such claim at Supplier'sown expense.
13.2. INTEWA shall give Supplier prompt written notice of any such claim. Supplier shall provide all assistance in connection with anysuch claim as INTEWA or any of its affiliates may reasonably require.
13.3. If any Goods or Services alone or in any combination, supplied under this Agreement are held to constitute an infringement and if theiruse is enjoined, Supplier shall, as directed by INTEWA, but at its own expense: either
(a) procure for INTEWA or any of its affiliates or customers the right to continue using the Goods or Services alone or in any combination; or
(b) replace or modify the Goods or Services alone or in any combination with a functional, non-infringing equivalent.
13.4. If Supplier is unable either to procure for INTEWA or any of its affiliates the right to continue to use the Goods or Services alone or inany combination or to replace or modify the Goods or Services alone or in any combination in accordance with the above, INTEWA mayterminate this Agreement and upon such termination, Supplier shall reimburse to INTEWA or any of its affiliates the price paid, without prejudice to Supplier's obligation to indemnify INTEWA as set forth herein.
Supplier shall indemnify and hold harmless INTEWA, its agents and employees and anyone selling or using any of INTEWA' products,from and against all suits, actions, legal or administrative proceedings, claims, demands, damages, judgments, liabilities, interest, attorneys'fees, costs and expenses of whatsoever kind or nature (including but not limited to special, indirect, incidental, consequential damages),whether arising before or after completion of the delivery of the Goods or performance of the Services covered by this Agreement, in anymanner caused or claimed to be caused by the acts, omissions, faults, breach of express or implied warranty, breach of any of the provisions of this Agreement, or negligence of Supplier, or of anyone acting under its direction or control or on its behalf, in connection with Goods or Services furnished by Supplier to INTEWA under this Agreement.
15. Compliance with Laws
Supplier shall at all times comply with all laws, rules, regulations, and ordinances applicable to this Agreement, including, but not limited to, all fair labor, equal opportunity, and environmental compliance laws, rules, regulations, and ordinances. Supplier shall furnish to INTEWA any information required to enable INTEWA to comply with any applicable laws, rules, and regulations in its use of the Goods and Services.If Supplier is a person or legal entity doing business in the United States, and the Goods and/or Services are sold by INTEWA under federalcontract or subcontract, all applicable procurement regulations required by federal statute or regulation to be inserted in contracts orsubcontracts are hereby incorporated by reference. Additionally, if Supplier is a person or legal entity doing business in the United States ,the Equal Employment Opportunity Clauses set forth in 41 Code of Federal Regulations, Chapters 60-1.4, 60-250.5, and 60-741.5, arehereby incorporated by reference.
16. Personal Data
16.1. If Supplier receives or has access to Personal Data, as defined in the European Data Protection Directive 95/46/EC, in the performanceof this Agreement and for which a INTEWA entity or a customer of INTEWA is the data controller, then Supplier shall:
(a) process Personal Data only as permitted by this Agreement or required by law;
(b) keep the Personal Data confidential;
(c) take appropriate technical, physical and organizational security measures to protect the Personal Data against unauthorized or unlawfulprocessing;
(d) promptly inform INTEWA of any actual or suspected security incident involving Personal Data.
16.2. To the extent that Supplier uses an authorized subcontractor with access to the Personal Data, Supplier shall obtain subcontractor's written agreement to this provision.
16.3. Supplier shall comply with the applicable data protection legislation and all further reasonable instructions provided by INTEWA withregard to the processing and protection of the Personal Data by Supplier. Supplier shall, upon the termination of this Agreement, return toINTEWA or securely destroy all records or documents containing Personal Data. Supplier shall remain bound by the provisions of this Section with respect to any Personal Data that remain in its possession.
16.4. Insofar as images or other health related records that will be provided by Supplier to INTEWA under this Agreement contain PersonalData or references thereto, Supplier shall ensure that all such Personal Data and references are removed or made illegible or inaccessibleprior to the disclosure to INTEWA. Where this is not possible Supplier warrants that it has obtained the explicit consent of the data subjectconcerned with regard to the disclosure of the Personal Data or reference thereto to INTEWA as well as to the use of those Personal Data orreferences thereto by INTEWA. Supplier will permit INTEWA to use such images or health related records for its business, research andmarketing purposes.
17. Export Control Laws and Customs
17.1. Supplier shall obtain all international and national export licenses or similar permits required under all applicable export control lawsand regulations and shall provide INTEWA with all information required to enable INTEWA and its customers to comply with such lawsand regulations.
17.2. On an annual basis, Supplier shall provide INTEWA with a supplier declaration of origin in relation to the Goods sufficient to satisfythe requirements of (i) the customs authorities of the country of receipt, and (ii) any applicable export licensing regulations, including those of the United States. In particular, the declaration should explicitly mention whether the Goods, or part thereof, have been produced in the United States or originate in the United States . Dual-use Goods, or otherwise classified Goods supplied by Supplier should be clearlyidentified by their classification code.
17.3. For all products that qualify for application of Regional or Free Trade Agreements, General Systems of Preference or other preferential arrangements, it is the responsibility of the Supplier to deliver products with the appropriate documentary evidence (e.g. supplier'sdeclaration, preferential origin certificate/invoice declaration) to confirm the preferential origin status.
17.4. Supplier shall mark every Good (or the Good's container if there is no room on the Good itself) with the country of origin. Suppliershall, in marking the goods, comply with the requirements of the customs authorities of the country of receipt. If any Goods are imported, Supplier shall when possible allow INTEWA to be the importer of record. If INTEWA is not the importer of record and Supplier obtains duty drawback rights to the Goods, Supplier shall, upon INTEWA request, provide INTEWA with documents required by the customs authorities of the country of receipt to prove importation and to transfer duty drawback rights to INTEWA.
18. Payment before Delivery
If INTEWA pays for any Goods ordered herein prior to delivery, title in the same shall pass to INTEWA on payment, and Supplier agrees tosegregate such Goods and any raw materials and work in progress relating to this Agreement.
19. Limitation of Liability
INTEWA SHALL NOT BE LIABLE TO SUPPLIER FOR ANY LOST REVENUE, LOST PROFITS OR OTHER INCIDENTAL ORCONSEQUENTIAL DAMAGES BASED ON BREACH OR DEFAULT UNDER THIS ORDER, EVEN IF INTEWA HAS BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall INTEWA be liable to Supplier, its successors or assigns fordamages in excess of the amount due to Supplier for complete performance under this Agreement, less any amounts already paid to Supplierby INTEWA.
20. Force Majeure
In the event that Supplier is prevented from performing any of its obligations under this Agreement for reason of force majeure, theperformance of the obligation concerned shall be suspended for the duration of the force majeure. If the circumstance constituting forcemajeure endures for more than thirty (30) days, INTEWA shall be entitled to terminate this Agreement with immediate effect by written notice to Supplier, and upon such notice, Supplier shall not be entitled to any form of compensation. Force majeure on the part of Suppliershall in any event not include shortage of personnel or production materials or resources, strikes, breach of contract by third parties contracted by Supplier, financial problems of Supplier, nor the inability of Supplier to secure the necessary licenses in respect of software tobe supplied or the necessary legal or administrative permits or authorizations in relation to the Goods or Services to be supplied.
21. Suspension and Termination
21.1. Without prejudice to any other right or remedy available to INTEWA under this Agreement or at law, INTEWA shall be entitled at itsdiscretion to suspend the performance of its obligations under this Agreement in whole or in part or to terminate this Agreement in whole orin part by means of written notice to Supplier in the event that:
(a) Supplier files a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation,assignment for the benefit or creditors or similar proceeding;
(b) Supplier becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, assignmentfor the benefit of creditors or similar proceeding and such petition or proceeding is not dismissed within thirty (30) days from filing of suchpetition or proceeding;
(c) Supplier ceases or threatens to cease to carry on business in the ordinary course; or
(d) Supplier breaches any of its obligations under this Agreement or INTEWA', in its reasonable discretion, determines that Supplier cannotor shall not deliver the Goods or perform the Services as required.
21.2. INTEWA shall not be liable to Supplier by virtue of such termination.
22.1. Supplier shall treat all information provided by or on behalf of INTEWA under this Agreement as confidential. All such informationshall be used by Supplier only for the purposes of this Agreement. Supplier shall protect INTEWA' information using not less than the samedegree of care with which it treats its own confidential information, but at all times shall use at least reasonable care. All such informationshall remain the property of INTEWA and Supplier shall, upon INTEWA' demand, promptly return to INTEWA all such information andshall not retain any copy thereof.
22.2. The existence and the contents of this Agreement shall be treated as confidential by Supplier.
23.1. Supplier shall provide Goods and render Services here under as an independent contractor and not as an agent of INTEWA and nothing contained in this Agreement is intended to create a partnership, joint venture or employment relationship between the parties.
23.2. Supplier shall not subcontract, transfer, pledge or assign any of its rights or obligations under this Agreement without the prior written consent of INTEWA. Any such pre-approved subcontracting, transfer, pledge or assignment shall not release Supplier from its obligationsunder this Agreement.
23.3. The rights and remedies reserved to INTEWA are cumulative and are in addition to any other or future rights and remedies availableunder the Agreement, at law or in equity.
23.4. Supplier shall provide INTEWA written notice of all product discontinuances twelve (12) months prior to the last order date, includingas a minimum INTEWA part numbers, substitutions, and last order and shipment dates.
23.5. Neither the failure nor the delay of INTEWA to enforce any provision of this Agreement shall constitute a waiver of such provision orof the right of INTEWA to enforce each and every provision of this Agreement. No course or prior dealings between the parties and no usageof the trade shall be relevant to determine the meaning of this Agreement. No waiver, consent, modification or amendment of the terms ofthis Agreement shall be binding unless made in a writing specifically referring to this Agreement signed by INTEWA and Supplier.
23.6. In the event that any provision(s) of these General Conditions of Purchase shall be held invalid, unlawful or unenforceable by a court ofcompetent jurisdiction or by any future legislative or administrative action, such holding or action shall not negate the validity orenforceability of any other provisions hereof. Any such provision held invalid, unlawful or unenforceable, shall be substituted by a provisionof similar import reflecting the original intent of the clause to the extent permissible under applicable law.
23.7. In the event of termination, any obligation entered into prior to termination, shall be performed under the terms and conditions of this Agreement. Termination of this Agreement shall not effect either Party's commitments undertaken pursuant to this Agreement prior to itstermination.
23.8. This Agreement shall be governed by and construed in accordance with the laws of the country or state of incorporation of INTEWA, as applicable.
23.9. Supplier and INTEWA each consents to (i) the exclusive jurisdiction of the competent courts in the country or state of incorporation ofINTEWA; or (ii), at the option of INTEWA, of the competent courts of the place of residence of Supplier or (iii), at the option of INTEWA,for arbitration in which case Section
23.10 applies and Supplier hereby waives all defenses of lack of personal jurisdiction and forum non-conveniens.
23.11. If so chosen by INTEWA in accordance with Section,
23.12. Any dispute, controversy or claim arising out of or in connection with thisAgreement, or its breach, termination or invalidity shall be finally settled solely under the International Chamber of Commerce Rules ofarbitration, which Supplier and INTEWA declare to be known to them. Supplier and INTEWA agree that: (i) the appointing authority shallbe the ICC-International Chamber of Commerce of Paris, France; (ii) there shall be three (3) arbitrators; (iii) the place of arbitration shall bea place in the country of residence of the Supplier or, at the option of INTEWA, a place in the country of residence of INTEWA; (iv) the language to be used in the arbitration proceedings shall be English; and (v) the material laws to be applied by the arbitrators shall be the lawsof the country or state of incorporation of INTEWA.
23.11. The United Nations Convention on International Sale of Goods shall not apply to this Agreement.
23.12 Arbitration (valid solely for Chinese sellers)All disputes arising out of or in connection with the present Contract including any question regarding its existence, validity or termination,shall be finally settled by arbitration to the exclusion of the regular courts being competent for a decision in respect of the dispute, The caseshall be submitted for arbitration to Shanghai China International Economic and Trade Arbitration Commission, arbitration proceedings shallbe held in Shanghai P.R. China. The arbitration procedure shall be conducted in English and in accordance with the procedural rules of therespective above mentioned arbitration institute selected by the parties.
The live components have to be installed only by a qualified electrician. In case of failure of the electronic device, the product has to be repaired by a qualified electrician before being operated again. There is a risk of electric shock!
The outlet circuit used for the device has to be secured through a circuit breaker protected (16 A in several countries). If unavailable, an FI switch with maximum operating current of 30 mA has to be connected.
These installation and operating guidelines have to be read carefully before installing the product. The instructions mentioned have to be followed strictly. Modifications to the product are not permitted, otherwise the warranty becomes void.
The following points have to be strictly observed during the installation and operation:
- Check the product before installation for any visible defects. If defects are present, then the product must not be installed. Damaged products can be dangerous.
- Installations at the fresh water pipeline system have to be only performed by a qualified installation firm.
- A floor drain has to be provided near the installation site, which can collect inadvertent water discharge (such as with pump defect, pipe breakage etc.) and prevent water damage inside the building. The brickwork behind the water-carrying system must be protected from water (such as with water-resistant paint).
- Make sure that the existing emergency overflows are connected and adequately sized.
- Remove the mains plug if you will be away for more than 24 hours. Lock the fresh water line at the inlet of the device if you will be away for more than 24 hours
- All products must be regularly inspected to maintain proper condition. The minimum inspection interval is mentioned in the maintenance manual.
- Electric devices may be hazardous for children. Therefore children always have to be kept away from the product. Do not let children play with the product.
- Do not install the water-carrying products in locations where the temperature may drop below 0 °C.
- Do not install any electric products in flood-prone areas.
- The operator is responsible for adherence of the safety and installation guidelines.