Terms and Conditions
Terms and conditions for domestic and international business
(based on VDMA-condition with the same name, from February 2014)
1. All deliveries and services are based on these conditions as well as any separate contractual agreements. Deviating purchasing conditions of the customer do not become part of the contract, even if the order is accepted.
In the absence of a special agreement, a contract is concluded with the supplier's written order confirmation.
2. The supplier reserves the right to samples, cost estimates, drawings, etc., Information of a tangible and intangible nature - also in electronic form - reserve property rights and copyrights; they may not be made accessible to third parties. The supplier undertakes to only make information and documents designated as confidential by the customer available to third parties with the customer's consent.
II. Price and Payment
1. Unless otherwise agreed, the prices apply ex works including loading in the plant, but excluding packaging and unloading. Value added tax at the respective statutory rate is added to the prices.
2. In the absence of a special agreement, payment must be made without any deduction to the supplier's account, namely:
- 1/3 down payment after receipt of the order confirmation,
- 2/3 after delivery.
- Payment term is 14 days net.
3. The customer is only entitled to withhold payments to the extent that his counterclaims are undisputed or have been legally established.
4. The right of the customer to offset against counterclaims from other legal relationships is only available to the extent that they are undisputed or have been legally established
III. Delivery time, delivery delay
1. The delivery time results from the agreements between the contracting parties. Their compliance by the supplier assumes that all commercial and technical questions between the contracting parties have been clarified and that the purchaser fulfills all obligations incumbent on him, such as the customer has provided the necessary official certificates or permits or has made a down payment. If this is not the case, the delivery time is extended accordingly. This does not apply if the supplier is responsible for the delay.
2. Compliance with the delivery time is subject to correct and timely delivery to us. The supplier will notify us as soon as possible of any apparent delays.
3. The delivery time is complied if the delivery item has left the supplier's plant in time or readiness for dispatch has been reported. As far as an acceptance has to take place - except in the case of a justified refusal of acceptance - the acceptance date is decisive, alternatively the notification of readiness for acceptance.
4. If the dispatch or acceptance of the delivery item is delayed for reasons for which the customer is responsible, he will be charged for the costs incurred as a result of the delay beginning one month after notification of readiness for dispatch or acceptance.
5. If the non-compliance with the delivery time is due to force majeure, labor disputes or other events that are beyond the supplier's control, the delivery time is extended accordingly. The supplier will inform the customer of the beginning and the end of such circumstances as soon as possible.
6. The customer can withdraw from the contract without setting a deadline if the entire service is finally impossible for the supplier before the transfer of risk. In addition, the customer can withdraw from the contract if the execution of part of the delivery becomes impossible for an order and he has a legitimate interest in rejecting the partial delivery. If this is not the case, the customer must pay the contract price applicable to the partial delivery. The same applies to inability of the supplier. Otherwise, Section VII.2 applies. If the impossibility or inability occurs during the delay in acceptance or if the customer is solely or largely responsible for these circumstances, he remains obliged to provide consideration.
7. If the supplier is in default and the customer suffers damage as a result, he is entitled to demand lump-sum compensation for the delay. For each full week of the delay, it amounts to 0.5%, but in total a maximum of 5% of the value of that part of the total delivery that cannot be used on time or in accordance with the contract as a result of the delay. If the customer sets the supplier - taking into account the statutory exceptional cases - a reasonable deadline for performance after the due date and the deadline is not met, the customer is entitled to withdraw within the framework of the statutory provisions. At the request of the supplier, he undertakes to declare within a reasonable period whether he is making use of his right of withdrawal. Further claims from delay in delivery are determined exclusively in accordance with Section VII.2 of these conditions.
IV. Transfer of risk, acceptance
1. The risk passes to the purchaser when the delivery item has left the factory, even if partial deliveries are made or the supplier also provides other services, e.g. B. has taken over the shipping costs or delivery and installation. If an acceptance has to take place, this is decisive for the transfer of risk. It must be carried out immediately on the acceptance date, alternatively after the supplier has reported that the goods are ready for acceptance. The customer may not refuse acceptance in the event of a minor defect.
2. If the dispatch or acceptance is delayed or does not take place due to circumstances that cannot be attributed to the supplier, the risk shall pass to the purchaser on the day of notification of readiness for dispatch or acceptance. The supplier undertakes to take out the insurance requested by the purchaser at the purchaser's expense.
3. Partial deliveries are permitted, provided that this is reasonable for the customer.
V. Retention of title
1. The supplier retains ownership of the delivery item until all payments have been received - including any additional ancillary services owed under the delivery contract.
2. The supplier is entitled to insure the delivery item against theft, breakage, fire, water and other damage at the expense of the customer, unless the customer can be shown to have taken out the insurance himself.
3. The purchaser may neither sell nor pledge the delivery item nor assign it as security. In the event of seizure, confiscation or other disposal by third parties, he must notify the supplier immediately.
4. In the event of a breach of contract by the purchaser, in particular in the event of default in payment, the supplier is entitled to take back the delivery item after a reminder and the purchaser is obliged to surrender it.
5. Due to the retention of title, the supplier can only reclaim the delivery item if he has withdrawn from the contract.
6. The application to open insolvency proceedings entitles the supplier to withdraw from the contract and to demand the immediate return of the delivery item.
VI. Claims for defects
The supplier is liable for material and legal defects in the delivery to the exclusion of further claims - subject to Section VII - as follows: Material defects
1. All those parts are to be repaired or replaced free of defects at the option of the supplier which turn out to be defective as a result of a circumstance prior to the transfer of risk. The supplier must be notified immediately in writing of such defects being discovered. Replaced parts become the property of the Supplier.
2. The customer has to give the supplier the necessary time and opportunity to carry out all subsequent improvements and replacement deliveries that appear necessary to the supplier; otherwise the supplier is released from liability for the resulting consequences. Only in urgent cases where operational safety is at risk or to prevent disproportionately large damage, whereby the supplier must be informed immediately, does the customer have the right to have the defect remedied himself or by a third party and to demand reimbursement of the necessary expenses from the supplier.
3. The supplier bears - if the complaint proves to be justified - the direct costs of the repair or the replacement delivery including shipping. He also bears the costs of dismantling and installation as well as the costs of any necessary provision of the necessary fitters and assistants including travel costs, provided that this does not result in a disproportionate burden on the supplier.
4. The customer has the right to withdraw from the contract within the framework of the statutory provisions if the supplier - taking into account the statutory exceptional cases - allows a reasonable deadline set for the repair or replacement delivery due to a material defect to elapse without result. If there is only an insignificant defect, the customer only has the right to reduce the contract price. The right to reduce the contract price is otherwise excluded.
5. Further claims are exclusively based on Section VII. 2 of these conditions.
6. In particular, no liability is assumed in the following cases: Unsuitable or improper use, incorrect assembly or commissioning by the customer or a third party, natural wear and tear, incorrect or negligent treatment, improper maintenance, unsuitable equipment, defective construction work, unsuitable building site, chemical, electrochemical or electrical influences - if the supplier is not responsible for them.
7. If the purchaser or a third party makes improper improvements, the supplier is not liable for the resulting consequences. The same applies to changes to the delivery item made without the prior consent of the supplier.
Defects of title
8.If the use of the delivery item leads to the infringement of industrial property rights or copyrights in Germany, the supplier shall, at his own expense, generally provide the purchaser with the right to further use or modify the delivery item in a manner that is reasonable for the purchaser in such a way that the infringement of property rights no longer exists . If this is not possible under economically reasonable conditions or within a reasonable period, the customer is entitled to withdraw from the contract. Under the conditions mentioned, the supplier is also entitled to withdraw from the contract. In addition, the supplier will indemnify the customer from undisputed or legally established claims of the property rights holder concerned.
9. The in Section VI. 8, subject to Section VII.2, are final in the event of a property right or copyright infringement. They only exist when
- the customer informs the supplier immediately of any alleged infringements of property rights or copyrights,
- the customer supports the supplier to a reasonable extent in defending against the asserted claims or supports the supplier in carrying out the modification measures in accordance with Section VI. 8 enables
- the supplier reserves the right to take all defensive measures, including out-of-court settlements,
- the legal defect is not based on an instruction from the customer and
- the infringement was not caused by the fact that the customer changed the delivery item without authorization or did not change it used in accordance with the contract.
VII. Liability of the supplier, exclusion of liability
1. If the delivery item cannot be used in accordance with the contract by the customer as a result of the supplier culpably neglecting or incorrect suggestions or advice that took place before or after the conclusion of the contract, or due to the culpable violation of other secondary contractual obligations - in particular instructions for the operation and maintenance of the delivery item - so The provisions of Sections VI and VII.2 apply to the exclusion of further claims by the customer.
2. The supplier is only liable for damage that has not occurred to the delivery item itself - for whatever legal reasons
a. in case of intent,
b. in the event of gross negligence on the part of the owner / the executive bodies or executive employees,
c. in the event of culpable harm to life, body or health,
d. in the case of defects that he has fraudulently concealed,
e. as part of a guarantee,
f. in the event of defects in the delivery item, insofar as there is liability under the Product Liability Act for personal injury or property damage to privately used items.
In the event of culpable breach of essential contractual obligations, the supplier is also liable for gross negligence on the part of non-executive employees and in the case of slight negligence, in the latter case limited to the reasonably foreseeable damage typical of the contract. Further claims are excluded.
VIII. Limitation Period
All claims of the customer - for whatever legal reasons - expire after 12 months. The statutory deadlines apply to claims for damages in accordance with Section VII. 2 a-d and f. They also apply to defects in a building or to delivery items that have been used for a building in accordance with their normal use and have caused its defectiveness.
IX. Software usage
If software is included in the scope of delivery, the purchaser is granted a non-exclusive right to use the software supplied including its documentation. It is made available for use on the delivery item intended for it. Use of the software on more than one system is prohibited.
The customer may only reproduce, revise, translate or convert the software from the object code into the source code to the extent permitted by law (§§ 69 a ff. UrhG). The customer undertakes not to remove manufacturer information - especially copyright notices - or to change them without the prior express consent of the supplier.
All other rights to the software and the documentation, including copies, remain with the supplier or the software supplier. Sublicensing is not permitted.