General
Terms and Conditions

for procurer services of IDS Imaging Development Systems GmbH

1. General, Scope of application
2. Object of transfer
3. Rights and duties of IDS
4. Rights and obligations of the system supplier
5. Remuneration
6. Term of the contract; termination
7. Liability
8. Right of retention, setoff
9. Data protection
10. Rights of use of uploaded images
11. Changes to general terms and conditions
12. Final provisions, applicable Law, place of jurisdiction

1. General, scope of application

1.1 These General Terms and Conditions (hereinafter referred to as “GTC“) shall apply

(a) for the procurement and initiation of contracts procured by IDS Imaging Development Systems GmbH, Dimbacher Str. 10, 74182 Obersulm (hereinafter referred to as „IDS“) via the IDS Internet platform „visionpier“ (hereinafter referred to as „internet platform“) for the contractual partner (hereinafter referred to as „system supplier“).

(b) for the procurement and initiation of contracts procured by IDS to the system supplier via events organized by IDS (online and offline).

1.2 The GTC shall only apply if the system supplier is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.

1.3 The terms and conditions of IDS shall apply exclusively. Deviating or conflicting GTC of the system supplier shall not become subject matter of the contract.

2. Object of transfer

2.1 IDS undertakes to procure contracts for the system supplier via the internet platform. IDS acts exclusively as a procurer in this respect. IDS merely forwards inquiries of the users of the internet platform to the system supplier.

2.2 On the internet platform, the system supplier has the possibility to describe his goods and services. The specific goods/ services, which the system supplier is then to provide/ perform for the respective user, are, negotiated between the system supplier and the user themselves. IDS has no further influence on this.

2.3 IDS enables the user to conveniently search for goods and/ or services of the respective system supplier via the internet platform and, if necessary, to apply for/ request them online. The contract for the services shall be concluded exclusively between the user and the system supplier.

2.4 In order to use the internet platform, the system supplier requires a user account. This requires registration. For the user account, our data protection provisions and the “General Terms and Conditions for users of our platform”. IDS has no claim to the conclusion of the contract by the system supplier.

3. Rights and duties of IDS

3.1 The contractual obligations of IDS shall be limited exclusively to the proper transfer by forwarding requests of a user to the system supplier of the contract between the service supplier and the respective customer. The provision of the mediated third-party service as such is not part oft he contractual obligations.

3.2 IDS shall not act as a representative/ agent of the system supplier.

3.3 When providing instructions and information, IDS shall be liable for the correct selection of the source of information as well as the correct forwarding/ transfer of the information obtained to the system supplier, unless the instructions and information have been expressly provided in a binding manner.

3.4 IDS is not authorized to make collections for the system supplier, is not a closing agent and is not a substitute.

3.5 IDS shall forward the request to the system supplier in text form via the internet platform.

4. Rights and obligations of the system supplier

4.1 The system supplier shall be obliged to describe its services which it intends to offer via the internet platform. The description must not infringe constraining law.

4.2 In this context, the system supplier is obligated to provide IDS with correct, complete sales information that complies with all legal requirements for each article, system solutions or other service offered by it via the internet platform.

4.3 The system supplier is obligated to provide the data required for placing the order completely and truthfully. Insofar as personal data change, the system supplier is obliged to notify IDS thereof.

4.4 The system supplier is obligated to notify IDS of the binding offer to the respective user immediately after submission at least in the visionpier “request tracking tool” and If this is not possible for technical reasons, please send an e-mail to info@visionpier.de. This shall also apply if a contract has been concluded for the conclusion of the contract.

4.5 The system supplier shall notify IDS without undue in the visionpier “request tracking tool” and if this is not possible for technical reasons delay in text form of a contract – based at least on IDS – including the order value to the following e-mail address: info@visionpier.de.

4.6 The system supplier is obliged not to violate/ infringe the rights of third parties when using the IDS internet platform. In particular, it undertakes to observe German copyright law and data protection law.

5. Remuneration

5.1 IDS shall receive remuneration for contracts concluded during the term of the contract which are at least partly based on its activities within the meaning of section 2.1. The commission shall apply per transaction, not per brokered client.

5.2 The details of this commission are set out in the commission agreement, which can be downloaded from the following link.

5.3 For transactions initiated via the internet platform www.visionpier.com, but which are only concluded after the termination of this contract, IDS shall only receive a commission if the conclusion took place within a reasonable period of 3 months after the termination of the contractual relationship.

5.4 IDS shall be entitled to adjust the remuneration a maximum of once a year to changing market conditions - also taking into account any cost savings that may have occurred - for the provision of the Internet platform, in particular the necessary costs for the maintenance, servicing and further development of the technical and personnel infrastructure used for the provision of the service or the necessary costs for the licensing of third-party works. The change in remuneration must correspond to the changed market conditions. The appropriateness may be subject to judicial review pursuant to section 315 (3) BGB.

5.5 Increases (in accordance with the above clause 5.4) shall become effective eight weeks after receipt of the change notification by the system supplier, unless a longer period is specified in the change notification. The system supplier shall be entitled to terminate the contract without notice within one month of notification of the price adjustment to the date on which the price adjustment comes into effect. If the system supplier does not make use of this right and if the system supplier has been informed of this legal consequence in the notification of change, the contract shall be continued at the changed remuneration.

6. Term of the contract; termination

6.1 This contract runs for an indefinite period. The system supplier may terminate the contract at any time by deleting its customer account in accordance with clause 9.2 of the “general terms and conditions for users of our platform”.

6.2 The right to terminate for cause shall remain unaffected.

6.3 IDS shall in particular be entitled to terminate this agreement for cause if the system supplier intentionally provides false information about the data required for placing the order or violated these GTC and/or in the cases of section 9.3 of the “general terms and conditions for users of our platform” which the system supplier has accepted as a user of the internet platform.

6.4 The terminations must be in writing. By e-mail to info@visionpier.de is sufficient.

6.5 After termination of these GTC, all personal data of the customer shall be deleted, unless such data is required for evidence purposes due to an unlawful act of the customer beyond the termination of the contract. Further information on deletion can be found in the data protection information of IDS.

7. Liability

7.1 IDS only procures third-party services and is not responsible for the proper performance of the procured third-party service. IDS shall not be liable under the procured contract. A guarantee for the availability of services shall not be assumed / taken over.

7.2 Claims of the service supplier for damages are excluded. Excluded from this are damage claims by the service supplier accruing from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on a intentional or grossly negligent breach of duty by IDS, its legal representatives or vagarious agents. Material
contractual obligations are those whose fulfilment is necessary to achieve the objective of the contract.

7.3 In the event of slight negligence, IDS only is liable a) for damages arising from injury to life, body or health, b) for damages arising from the breach of a material contractual obligation; in case b), however, IDS’s liability shall be limited to compensation for the foreseeable, typically occurring damage.

7.4 The restrictions of clauses 7.1 to 7.3 shall also apply in favor of IDS’s representatives and vicarious agents if claims are asserted directly against them.

7.5 The limitations of liability resulting from sections 9.1 to 9.3 shall not apply if IDS has fraudulently concealed a defect or has accepted/ awarded a guarantee for the quality of the subject matter of the contract.

8. Right of retention, setoff

The service supplier shall only be entitled to offset and/or assert rights of retention if its counterclaims are either undisputed or have been finally awarded by a court of law with res judicata effect. Claims in a close reciprocal relationship (synallagma) are excluded from this restriction.

9. Data protection

9.1 IDS places great importance to the confidential handling and protection of personal data. For further information, please refer to the IDS data protection notices. Privacy Police IDS.

9.2 The service supplier has the right to request information, deletion, restriction of processing as well as data transfer and, in the event of inaccuracy, correction, in accordance with Art. 15 – 20 DSGVO of its personal data. Upon request, the information can also be provided electronically.

10. Rights of use of uploaded images

The system supplier may upload images for the purpose of marketing measures via the corresponding funciton within its user account. In the event that the system supplier uploads images via the corresponding function within its user account, it grants to IDS a simple geographically unrestriced, royalty-free right of use to the respective images for the term of this agreement, the content of which is limited to marketing measures within the scope of its procurement activities for the respective system supplier.

11. Changes to general terms and conditions

11.1 IDS shall be entitled to amend these GTC insofar as essential provisions of the contractual relationship remain unaffected thereby, the amendment is necessary to adapt to developments which were not foreseeable at the time of conclusion of the contract and the failure to take them into account would noticeably disturb the balance of the contractual relationship. “Essential regulations” in this sense are particulary those concerning the type and scope of the contractually agreed subject matter of performance and the term including the provisions on termination.

11.2 IDS is furthermore entitled to adapt or supplement the GTC insofar as this is necessary to eliminate difficulties in the performance of the contract due to regulatory gaps that have arisen after the conclusion of the contract. This may be the case in particular if one or more clauses of these GTC have been declared wholly or partially invalid by courts.

11.3 We shall notify the system supplier of any intended changes to the GTC in accordance with the aforementioned clauses 11.1 and 11.2 at least 8 weeks before they take effect by e-mail to the e-mail address provided by the system supplier. The system supplier shall have a special right of termination at the time the changes take effect. If the system supplier does not terminate the contract in writing within this period, the changes shall become part of the contract at the time they take effect. The system supplier shall be specifically informed of this consequence in the notification of change.

12. Final provision, applicable law, place of jurisdiction

12.1 Amendments to this agreement must be made in writing. The cancellation/rescindment of the written form requirement must also be in writing. The priority of the – also oral – individual agreement according to § 305b BGB remains unaffected.

12.2 If the service supplier is an entrepreneur, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the agency agreement shall be Heilbronn.

12.3 The laws of the federal republic of Germany shall apply. This choice of law shall only apply to the extent that it does not deprive the consumer of mandatory applicable consumer protection provisions of the state in which the consumer has his or her intentional residence at the time of the conclusion of the procurement contract.