iCD. General Terms and Conditions

Our company’s general terms and conditions are provided in the following

1 General provisions

1.1 All services and deliveries provided by iCD. Vertriebs GmbH, hereinafter referred to as iCD., shall be provided on the basis of these General Terms and Conditions. Any other or additional agreements, particularly any contradictory Terms and Conditions, shall require the express written consent of iCD. All orders and requests and any special assurances by iCD. must be confirmed in writing.

1.2 These Conditions shall take precedence over all Terms and Conditions used by the customer.


2 Conclusion of a contract

All offers of iCD. are non-binding. A contract shall only be deemed to have been concluded if iCD. issues a written confirmation. In this respect, the present Terms and Conditions shall supplement other contractual provisions of iCD. Customer offers shall be binding for 14 days and may be accepted by iCD. during this period. By placing an order, the customer shall be deemed to have accepted these Terms and Conditions. This shall also apply if iCD. has not expressly objected to any contradictory Terms and Conditions of the customer.


3 Delivery dates and deadlines

3.1 All dates and deadlines indicated for iCD.’s deliveries and services shall only be binding if they have been indicated as binding in writing by the customer and by iCD. If failure to meet a deadline is due to reasons for which iCD. is not responsible, the deadline shall be extended accordingly.

3.2 Delivery dates and deadlines shall be deemed to have been respected once the delivery has reached the licensee’s delivery address. Deliveries shall be made free of charge. iCD. shall be entitled to make partial deliveries or provide partial services.

3.3Should any unforeseeable events occur, such as force majeure or civil unrest, transport delays, strikes or other events that disrupt the ordinary course of business, iCD.  shall be released from its obligation to deliver punctually. This shall also apply should such events arise during an existing delay.

3.4 The customer shall guarantee iCD. free access to the devices and unrestricted access to the related diagnostics, application programs, documentation, etc. at the times of the agreed customer service appointments. Should the delivery or the performance of services be delayed due to circumstances for which the customer is responsible, the customer shall bear all costs incurred by iCD. as a result.


4 Prices

4.1 All deliveries and services shall be provided at the prices and, where applicable, subject to any separate conditions specified in the underlying contract type, as well as on the basis of the present General Terms and Conditions. The iCD. price list in the version valid at the time the individual order is placed shall apply. Prices are subject to change.

4.2 All prices quoted by iCD. are net prices plus the legally applicable VAT.



5 Payment terms

5.1 Unless otherwise agreed, our invoices shall be payable immediately upon receipt without deduction.

5.2 The buyer shall be deemed to be in arrears 7 days after the provision of the goods/service. From this point onwards, we shall be entitled to apply default interest in the amount of 3% above the respective discount rate of the German Central Bank and to charge collection costs, dunning costs and other collection charges, which must be paid by the buyer.

5.3 All claims of iCD. shall fall due immediately if iCD.’s General Terms and Conditions are not respected. In this case, iCD. shall only be obliged to provide additional products or services against advance payment or in return for the provision of securities, or shall be entitled to withdraw from the contract.



6  Retention of title

iCD. shall retain the title to the products delivered until the purchase price has been paid in full and all claims arising from the business relationship have been fulfilled. Should the products be accessed by a third party, particularly in the event of seizure, the buyer shall inform the third party that we hold the title to the products and shall inform us without delay. The buyer shall be liable for all costs and compensation for damages that arise as a result.


7  Software usage rights

The original and all copies of a licensed program as well as all parts of a licensed program which form part of a changed program shall remain the property of iCD. A software licensing agreement must be concluded in order to use any programs provided by iCD.


8 Copyright

iCD. reserves all copyrights and other rights at all times on behalf of iCD. GmbH & Co. KG, Frechen, Germany, with respect to registered trademarks for the licensed software products.


9 Jurisdiction

9.1 The exclusive jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Frechen.

9.2 These General Terms and Conditions and the entire legal relationship between iCD. and the buyer shall be subject to German law. The UN Sales Convention (CISG) shall not apply.



iCD. - General Terms and Conditions Version 1.2 Version dated: January 2008

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