§ 1 General - Scope

1. Definitions

Consumers for the purpose of the present Terms and Conditions are natural persons not deemed to practice commercial or self-employed activity with whom a business relationship is entered into.

Contractors for the purpose of the present Terms and Conditions are natural persons or legal entities or partnerships having legal capacity with whom a business relationship is entered into who were acting in the capacity of one practicing a commercial or self-employed activity at the time a legal transaction was concluded.

Customers for the purpose of the present Terms and Conditions are both Contractors as well as Consumers.

User for the purpose of the present Terms and Conditions is IONTO-COMED GmbH, Durlacher Allee 109, 76137 Karlsruhe.

2. The respectively current version of the present Terms and Conditions apply to all present and future business relationships between the User and Customers. They apply to all particulars provided in conjunction hereto in brochures, price lists, advertisements, etc., and apply regardless of whether said particulars were provided verbally, in writing, by fax or via internet.

3. Deviating, conflicting or supplementary Terms and Conditions shall not constitute an integral part of the contract, even given knowledge thereof, unless the User expressly affirms the validity of same in writing.

4. The User is entitled to modify these Terms and Conditions at any time and effective from that point in time forward.

§ 2 Contract conclusion

1. User offers are non-binding unless otherwise subject to another written agreement. The right to make reasonable technical modifications as well as reasonable changes in form, color and/or weight is reserved.

2. By placing an order for merchandise, the Customer declares a binding intent to purchase said ordered merchandise.
The User may accept the contractual offer inherent in the order within a period of two weeks from receipt of same. Acceptance is declared to the Customer either in writing or by delivery of the merchandise.

3. Should the Consumer order merchandise electronically, the User will promptly confirm receipt of the order. Confirmation of receipt does not constitute a binding acceptance of the order. The confirmation of receipt may be coupled with the declaration of acceptance.

4. Contract conclusion ensues conditional to the proper and timely delivery of merchandise by the User's suppliers. This applies solely to cases of non-delivery not being attributable to the User.
The Customer shall be informed immediately about any unavailability of service. Any valuable consideration already made will be immediately refunded.

5. Should the Consumer order merchandise electronically, the User shall save the contract text and, upon request, send same to the Customer by email together with the present Terms and Conditions.

6. Changes to a concluded contract must be made in writing. This stipulation also applies to any revocation of the present written form provision.

7. Distance contracts pursuant Sec. 312 of the German Civil Code (BGB): should a Consumer place an order by catalogue, letter, email or telephone, said Consumer can return the merchandise within a term of 14 days for a refund of the purchase price. Only merchandise in new and whole condition in its original packaging will be accepted for return. If the Customer has negligently or willfully damaged the merchandise, the Customer will be liable for damages. Returns are to be sent by the most economical means of shipment.

8. Secs. 454 BGB and 455 BGB do not apply.

§ 3 Retention of title

1. With respect to Consumer contracts, we retain title to the merchandise until the purchase price has been paid in full.
With respect to Contractor contracts, the User retains title to the merchandise until all claims ensuing from an ongoing business relationship have been settled in full.

2. The Customer is under obligation to treat the merchandise with care. Should maintenance or service be necessary, the Customer is to routinely perform same at Customer's own expense.
The Customer is likewise under obligation to inform the User of any change of residence or place of business respectively.

3. Should the value of the collateral ceded the User exceed receivables by an amount totaling more than 20%, the User is obligated upon Customer request to release an amount of the col-lateral value exceeding the due receivables at the Customer's discretion of up to a limit of 120%.

4. The Customer is under obligation to promptly inform the User of any third-party access to the merchandise, for instance cases of levies, as well as any and all cases of damage or destruction to the merchandise.

5. Upon Customer actions contrary to the contractual terms, in particular delayed payment or infraction of a duty pursuant clause 4 of the present provision, the User is entitled to withdraw from the contract and reclaim the merchandise.

6. The Customer is entitled to resell the merchandise in the duly proper course of business. The Customer hereby cedes to the User all receivables in the amount of the invoice accruing from resale to a third party. The User accepts said assignment. Subsequent this assignment, the Contractor is authorized to collect the receivables. The User retains the right to collect said receiv-ables itself should the Contractor fall into arrears by not duly discharging his payment obligations.
Should the Contractor be wholly or partly in default on one or more payments, stops any payment, or initiates insolvency proceedings on its assets, said Contractor is then no longer entitled to disposition of the retained goods. The User is then entitled to withdraw from the contract, reclaim the retained goods or revoke the authorization given the Customer to collect receivables from resales, as well as demand information on the recipients of the retained goods and indicate to same the transfer of corresponding claims as well as collect such receivables itself. The User is entitled to dispose of any recovered goods in a manner in accordance with its own best judgment.
Should further processing occur, the User remains the manufacturer in the sense of Sec. 950 BGB.

7. Neither the assertion of retention of title nor the garnishing of the article of sale by the User shall be deemed to constitute a withdrawal from the contract.

§ 4 Right of revocation and merchandise return

I. Distance contract with revocation clause

1. The Consumer has the right to cancel its declaration of intent inherent in contract conclusion within two weeks after receipt of the merchandise. No reason need be indicated in the cancellation which must be made in writing or by returning the merchandise to the User; timely dispatch is sufficient to be in compliance with the term.

2. In exercising the right of revocation, the Consumer is under obligation to return the merchandise should same be able to be shipped by parcel. The Consumer shall bear the cost of return upon exercising the right of revocation for purchase order values of up to EUR 40.00, unless the merchandise delivered does not correspond to the merchandise as ordered. The Consumer does not have to bear the cost of return on purchase order values over EUR 40.00.

3. The Consumer is to pay compensation for the value of any deterioration ensuing from use of the merchandise in accordance with its designated use. The Consumer may inspect the merchandise carefully and diligently. The Consumer is to bear the cost of any depreciation going beyond mere inspection which leads to the merchandise no longer being able to be sold as "new."

II. Distance contract with return clause

1. The Consumer has the right to return the merchandise within two weeks of receipt. The right of return can only be exercised by returning the merchandise or, should the merchandise not be able to be sent as parcel, by requesting said merchandise be taken back; timely dispatch is sufficient to be in compliance with the term.

2. The Consumer shall bear the cost of return upon exercising the right of return for purchase order values of up to EUR 40.00, unless the merchandise delivered does not correspond to the merchandise as ordered. The Consumer does not have to bear the cost of return on purchase order values over EUR 40.00.

3. The Consumer is to pay compensation for the value of any deterioration ensuing from use of the merchandise in accordance with its designated use. The Consumer may inspect the merchandise carefully and diligently. The Consumer is to bear the cost of any depreciation going beyond mere inspection which leads to the merchandise no longer being able to be sold as "new."

III. Doorstep transactions with revocation clause

1. The Consumer has the right to cancel its declaration of intent inherent in contract conclusion within two weeks after receipt of the merchandise. No reason need be indicated in the cancellation which must be made in writing or by returning the merchandise to the User; timely dispatch is sufficient to be in compliance with the term.

2. The User reserves the right to refrain from merchandise delivery until after expiration of the cancellation period.

3. Should the Consumer already be in possession of the merchandise upon exercising the right of revocation, said Consumer is under obligation to return the merchandise should same be able to be dispatched by parcel. The Consumer shall bear the cost of return upon exercising the right of revocation for purchase order values of up to EUR 40.00, unless the merchandise delivered does not correspond to the merchandise as ordered. The Consumer does not have to bear the cost of return on purchase order values over EUR 40.00.

4. The Consumer is to pay compensation for the value of any deterioration ensuing from use of the merchandise in accordance with its designated use. The Consumer may inspect the merchandise carefully and diligently. The Consumer is to bear the cost of any depreciation going beyond mere inspection which leads to the merchandise no longer being able to be sold as "new."

IV. Doorstep transactions with return clause

1. The Consumer has the right to return the merchandise within two weeks of contract conclusion. The right of return can only be exercised by returning the merchandise or, should the merchandise not be able to be sent as parcel, by requesting said merchandise be taken back; timely dispatch is sufficient to be in compliance with the term.

2. The Consumer shall bear the cost of return upon exercising the right of revocation for purchase order values of up to EUR 40.00, unless the merchandise delivered does not correspond to the merchandise as ordered. The Consumer does not have to bear the cost of return on purchase order values over EUR 40.00.

3. The Consumer is to pay compensation for the value of any deterioration ensuing from use of the merchandise in accordance with its designated use. The Consumer may inspect the merchandise carefully and diligently. The Consumer is to bear the cost of any depreciation going beyond mere inspection which leads to the merchandise no longer being able to be sold as "new."

§ 5 Remuneration

1. The purchase price as offered is binding. Value added/sales tax for Consumers is included in the purchase price. In regard to all other aspects, the product (net) price as offered does not include shipping or insurance costs nor transaction fees or taxes; these costs will be invoiced separately.

2. The User reserves the right to adjust prices accordingly in the event of changes in exchange rates, custom duties, taxes, freight or insurance costs or acquisition costs having an effect on future business.

3. With respect to Contractor contracts, the User is also entitled to change prices subsequent contract conclusion should the cost factors relevant to formulating prices have changed demonstrably or the User's supplier has demonstrably increased prices.

4. Should nothing to the contrary be agreed upon, the price pursuant the respectively valid price list of the User (list price) on the day of delivery shall apply.

§ 6 Terms of payment

1. Provided no other agreements have been made, the purchase price as well as other remunera-tion, prices for additional service(s) and any advanced disbursement(s) become due upon delivery of the object of purchase.

2. The Customer can pay the purchase price by cash on delivery, invoice or credit card. The User is not obligated to accept checks or bank drafts. Should same be accepted, they are accepted only as conditional payment. A Customer purchase discount is only permitted when payment in full is received by the User within the prescribed period.

3. The User reserves the right to withhold deliveries and/or services in the event of payment delays on the part of the Customer until payment in full of any outstanding receivables has been made as well as the right to charge interest on arrears or demand compensation for other losses incurred by the User as a result of said arrears.

4. The Customer may only exercise a right of lien when the Customer's counterclaim derives from the same contractual relationship.

5. The Customer is not entitled to offset counterclaims against the User should said counterclaims not be uncontested or legally binding.

6. Should the Customer have misled the User as to its creditworthiness when placing an order and/or should such information have not been provided, and should such a circumstance not have been evident to the User, the User may withdraw from the contract without additional respite. Should such circumstances arise after the placing of an order, the User is then only obligated to further performance given reasonable installment payment on the account.

7. While in arrears, the Consumer is to pay interest on its debt at a rate of five (5) percentage points over the current base lending rate.
Contractors are to pay interest on debt while in arrears of eight (8) percentage points over the base rate.

§ 7 Delivery

1. Delivery times as agreed upon are only approximate. Stipulated terms of delivery do not come into force until the Customer has fulfilled any given duty of cooperation.

2. The User is entitled to make partial deliveries. The location to which deliveries will be made is indicated on the order confirmation. The merchandise will be delivered in customary packaging appropriate for normal shipping. In the event of default of acceptance, the Customer shall bear all costs related thereto, in particular storage and hourly labor costs.

3. Unless otherwise agreed, the User reserves the right to select the route and means of transport. In principle, all deliveries ensue ex warehouse as well as at the expense and risk of the Customer. The Customer also bears the transport risk should the User pay the shipping costs in exceptional cases. Merchandise can be insured for expense reimbursement against damage in transport.
Should the Customer be the Consumer, the risk of incidental loss or degradation of the purchased merchandise in case of mail-order purchase likewise does not pass to the Customer until delivery of the article.

4. Delivery terms remains equivalent should the Customer be in delay of acceptance.

5. Used equipment and equipment acquired from the online auction can only be delivered domestically.

§ 8 Warranty

1. When the Customer is a Contractor, the remedying of defective merchandise shall be at the User's discretion in terms of rectification of defects or replacement within a reasonable amount of time.
All articles and products which are specified separately by unit price in an invoice/order confirmation are deemed independent articles to which any warranty rights apply separately.

2. When the Customer is a Consumer, the following procedure for remedying defective merchan-dise is then stipulated in consideration of the economic interests of the User: for products valued at less than EUR 500, the Consumer may only initially request replacement. Should the value of the purchased article exceed EUR 500, the User is initially entitled to attempt to remedy the defect within a reasonable amount of time. A reasonable amount of time for the remedying of a defect is defined as 20 business days. Should remedy not be economically judicious, supplementary performance shall ensue by means of a replacement.

3. Should the supplementary performance fall short, it is essentially at the Customer's discretion as to whether to reduce the remuneration or request cancellation of the contract. However, given only a minor breach of contract, in particular only minor defects, the Customer is not entitled to the right of withdrawal.

4. Contractors are required to promptly indicate obvious defects to the User in writing, no later, however, than two weeks commencing from receipt of the merchandise; in the absence of such notification, any warranty claims are excluded. Timely dispatch is sufficient to be in compliance with the term. The Contractor shall assume the full burden of proof for all conditions of entitlement, in particular for the defect itself, for the time said defect was identified, and for the timeliness of the defect notification.
Consumers must notify the User of an obvious defect in writing within a period of two months subsequent the point in time at which the merchandise was identified to be in a condition in breach of the contract terms. The User's receipt of the notification shall be deemed definitive relative compliance with the term. Should the Consumer fail to provide such notification, warranty rights expire two months subsequent the Consumer's identification of the defect. This does not apply in the event of User bad faith. The Consumer bears the burden of proof for the time point of identifying the defect. Should the Consumer have been induced to purchase the article by reason of unfounded manufacturer statements, the Consumer bears the burden of proof for his purchase decision. The Consumer bears the burden of proof for defectiveness of used goods.
In the event of complaints which upon User inspection reveals none of the represented defects or those which are related to operating errors or improper handling by the Customer, the Customer shall be liable for reimbursement of all costs incurred by the User in analyzing the alleged defect.

5. Should the Customer desire cancellation of the contract based on a title or material defect subsequent a failed supplementary performance, said Customer shall not be entitled to make any additional claim for damages respective the defect.
Should the Customer desire payment of damages subsequent a failed supplementary perfor-mance, the merchandise is to remain with the Customer when reasonable. The payment of damages is limited to the difference between the purchase price and the value of the defective piece. This does not apply should the User have acted maliciously in breaching the contract.

6. The warranty period for Contractors amounts to one year commencing from delivery of the merchandise. Excluded from this warranty are articles delivered as used merchandise and explicitly sold as used articles. The User is not liable for typical wear marks and/or wear and tear or other malfunctions or limitations of expected serviceability due to age. Claims for supplementary delivery are excluded.
The warranty period for Consumers amounts to two years commencing from delivery of the merchandise. The period of limitation on used goods amounts to one year commencing upon delivery of the merchandise. This does not apply if the Customer did not indicate the defect in due time (Clause 4 of this provision).

7. Should the Customer be a Contractor, the manufacturer's product specification is deemed solely indicative of the condition of the merchandise. Public statements, promotions, commercial or representative samples or advertisements made by the manufacturer do not constitute additional contractual indication of merchandise condition.

8. The User does not grant Customers warranties in the legal sense. Manufacturer warranties hereby remain unaffected.

§ 9 Limitations of liability

1. User's liability in cases of simple negligence of duty is limited to the average direct damage foreseeable under a contract typical for the given type of merchandise. This also applies in cases of simple negligence of duty on the part of our legal representatives or vicarious agents.

Applicable to Contractors:

2.1 In cases of simple negligence of duty, the User shall only be liable for breach of (material) contractual duties as well as bodily injury and pursuant the product liability law. In all other respects, the User's pre-contractual, contractual and non-contractual liability is limited to malicious intent and gross negligence, whereby said limitation of liability also applies to negligence on the part of the User's legal representatives or vicarious agents.

2.2 Provided material contractual obligations are not breached with gross negligence or malicious intent, User's liability for losses incurred (including indirect loss) is limited to the typically average foreseeable damage at the time of contract conclusion and the extent per case of loss and series of successional damages pursuant the order value. All additional rights and claims, regardless of legal ground, are excluded, in particular compensation for indirect damage such as lost profit.

2.3 Liability is excluded insofar as any losses which may have been incurred could have been prevented by the Customer performing reasonable measures to minimize damage.

3. The preceding limitations of liability do not apply to Customer product liability claims. The limitations of liability further do not apply to bodily injury or damage to the health or the loss of life of the Customer attributable to the User.

4. Customer claims for damages based on a defect become time-barred one year subsequent delivery of the merchandise. This does not apply in demonstrable cases of User bad faith.

§ 10 Final provisions

1. The present General Terms and Conditions are governed by the laws of the Federal Republic of Germany. Neither the UN convention on the International Sales of Goods nor any other interna-tional law shall apply.

2. Should the Customer be a merchandiser, legal entity of public law or separate public estate, the sole and exclusive venue for any and all disputes arising from this contract is the User's registered place of business. The same applies should the Customer not have a general place of jurisdiction in Germany or an unknown residence or habitual stay at the time the complaint is lodged. The User reserves the right to file actions at the Customer's main headquarters. Place of performance is the User's registered office in Karlsruhe.

3. Customer data is subject to electronic data processing within the scope of order processing. The User will heed the provisions of the Federal Data Protection Act when making use of personal data.

4. Should any individual provision of the contract with the Customer including the present General Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions shall not thereby be affected. The entire or partially invalid regulation shall be replaced by a regulation which comes closest to the economic intent of the invalid regulation.

IONTO-COMED GmbH . Durlacher Allee 109 . 76137 Karlsruhe . Germany