Terms and Conditions
1. General provisions
1. These terms of delivery apply exclusively for the legal relations between the supplier and the customer in connection with the deliveries and/or services of the supplier (hereinafter referred to as “deliveries”). General terms and conditions of business of the customer apply only insofar as the supplier has expressly consented to them in writing. For the scope of the deliveries the mutually agreed written declarations are decisive.
2. The supplier reserves his rights of ownership and copyrights to the cost estimates, drawings and other documents (“the documents”) without restriction. The documents may only be made accessible to third parties with the prior consent of the supplier and, if the order is not given to the supplier, they must be returned immediately upon request. Sentences 1 and 2 shall apply mutatis mutandis to the documents of the Purchaser; However, these may be made accessible to third parties to whom the supplier has permissibly transferred deliveries.
3. On standard software and firmware, the customer has the non-exclusive right to use the agreed features in the same way on the agreed devices. The purchaser may create a backup copy of the standard software without express agreement.
4. Part deliveries are permissible insofar as they are reasonable for the purchaser.
5. The term “claims for damages” in these terms of delivery also includes claims for compensation for futile expenses.
2. Prices, terms of payment and set-off
1. Prices shown in price lists are always free. The list or daily prices valid at the time of delivery shall be deemed to have been agreed upon.
The prices are ex works excluding packaging plus the respectively valid statutory value added tax.
2. If the supplier has taken over the assembly or assembly and is not agreed otherwise, the customer shall bear the necessary additional costs, such as travel and transport costs as well as releases, in addition to the agreed remuneration.
3. Payments must be made without deduction within 30 days from the date of the invoice.
In the event of payment deadlines, we shall be entitled to charge interest at a rate of 2% above the applicable discount rate, but in any case the bank interest rate incurred by us.
4. Payments shall be made free of payment by the supplier.
5. If the Purchaser is in arrears with the payment of an invoice amount, or if he makes the payments, all further amounts of the invoice shall be due immediately, irrespective of an allowance granted or a payment term
6. The Purchaser can only set off claims which are undisputed or legally binding. The assertion of a right of retention by the buyer is excluded, unless it is based on the same contractual relationship or the counterclaims are undisputed or legally established.
3. Reservation of title
1. The goods of the deliveries (reserved goods) remain the property of the supplier until the fulfillment of all claims against the customer arising from the business relationship. Insofar as the value of all security rights which are due to the supplier exceeds the amount of all secured claims by more than 10%, the supplier shall, at the request of the customer, release a corresponding part of the security rights; The supplier is entitled to choose between different security rights.
2. During the existence of the reservation of title, the customer is prohibited from pledging or security transfer and the resale is only allowed to resellers in the ordinary course of business and only on the condition that the reseller receives payment from his customer or makes the reservation that the property is to the customer first If the latter has fulfilled its payment obligations.
3. In the case of seizures, seizures or other orders or interventions by third parties, the Purchaser shall notify the Supplier without undue delay.
4. In the case of breaches of duty by the customer, in particular in the event of a delay in payment, the Supplier shall also be entitled to withdraw from the contract after unsuccessful expiry of a reasonable time limit set for the Purchaser, The statutory provisions on the dispensability of a deadline shall remain unaffected. The purchaser is responsible for the publication
5. The assertion of the rights from retention of title does not require a withdrawal from the contract, unless the customer is a consumer.
4. Deadlines for deliveries; delay
1. Compliance with deadlines for deliveries requires the timely receipt of all documents, necessary approvals and releases, in particular plans, as well as compliance with the agreed terms of payment and other obligations by the purchaser. If these conditions are not fulfilled in due time, the deadlines are extended accordingly; This shall not apply if the Supplier is responsible for the delay.
2. If the non-compliance of the deadlines is based on force majeure, Such as mobilization, war, turmoil, or similar events, Eg strike, lock-out, the deadlines are extended accordingly. The same shall apply in the event of non-timely or proper delivery of the Supplier.
3. If the Supplier is in arrears, the Purchaser can, if he proves that he has suffered damage therefrom, compensation for each completed week of default of 0.5%, but not more than 5% of the price for the part Of the deliveries which could not be put into operation due to the delay.
4. Both claims for damages on the part of the Purchaser due to delay in delivery as well as claims for damages in lieu of performance beyond the limits set out in clause 3 shall be excluded in all cases of delayed delivery even after expiry of a time limit for delivery to the Supplier. This does not apply in cases of intent, gross negligence or injury to life, body or health. The customer can only withdraw from the contract within the scope of the statutory provisions, as far as the delay of the delivery is to be represented by the supplier. A change of the burden of proof to the disadvantage of the customer is not connected with the above regulations.
5. The purchaser shall be obliged, at the supplier’s request, to declare within a reasonable period whether or not he will withdraw from the contract due to the delay in delivery or insist on the delivery.
6. If shipment or delivery is delayed by more than one month after notification of readiness for shipment, the Purchaser may, for each additional month commenced, pay the warehouse fee in the amount of 0.5% of the price of the goods, be calculated. Evidence of higher or lower storage costs remains unaffected by the contracting parties.
5. Transfer of risk
1. The risk shall also pass to the Purchaser in the case of freight-free delivery as follows:
(A) in the case of deliveries without installation or assembly, when they have been dispatched or collected. At the request and expense of the customer, deliveries are insured by the supplier against the usual transport risks;
B) for deliveries with installation or assembly on the day of the takeover in own operation or, if agreed upon, after perfect test operation.
2. If the dispatch, the delivery, the beginning, the execution of the assembly or assembly, the take-over in own enterprise or the trial operation is delayed by reasons for which the purchaser is responsible or if the customer is in default of acceptance for other reasons, the risk arises The customer.
6. Installation and assembly
Unless otherwise agreed in writing, the following provisions shall apply to installation and assembly:
1. The Purchaser shall bear the costs at his own expense and in due time:
(A) all ancillary, construction and other non-agricultural ancillary works, including the necessary specialist and auxiliary workers, building materials and tools,
(B) the items and materials required for assembly and commissioning, such as scaffolding, hoists and other devices, fuels and lubricants,
C) energy and water at the place of use, including connections, heating and lighting,
(D) sufficiently large, suitable, dry and lockable rooms at the assembly site for the storage of machine parts, apparatus, materials, tools, etc., and appropriate working and living spaces for the assembly personnel, including the circumstances of appropriate sanitary installations; In addition, to protect the possessions of the supplier and the assembly personnel on the construction site, the customer must take the measures which he would take to protect his own property,
E) Protective clothing and protective devices which are necessary due to special circumstances of the assembly site.
2. Prior to commencement of the assembly work, the Purchaser must provide the required information on the location of concealed electricity, gas, water pipes or similar installations as well as the required static data without being requested.
3. Before starting installation or assembly, the equipment and items required for the commencement of the work must be at the installation or assembly site, and all preliminary work before the start of the installation must be sufficiently advanced so that the installation or assembly is commenced as agreed and carried out without interruption can be. The access routes and the installation or assembly site must be leveled and cleared.
4. If the erection, assembly or commissioning is delayed due to circumstances beyond the supplier’s control, the purchaser shall bear the costs for the waiting period and additional necessary journeys of the supplier or assembly personnel to an appropriate extent.
5. The purchaser shall immediately notify the Supplier of the duration of the working time of the assembly personnel as well as the completion of installation, assembly or commissioning.
6. If the supplier requires the acceptance of the delivery after completion, the customer has to do so within two weeks. If this is not the case, the acceptance shall be deemed to have taken place. The acceptance is also deemed to have taken place if the delivery –
After completion of an agreed test phase, has been put into use.
The Purchaser shall not refuse to accept deliveries due to insignificant defects.
The supplier shall be liable for material defects as follows:
1. All those parts or services shall, at the option of the supplier, be remedied, delivered or repaired free of charge at the option of the supplier, which have a defect in the goods, if the cause already existed at the time of the transfer of risk.
2. Claims for supplementary performance shall become statute-barred after 12 months from the commencement of the statutory period of prescription; The same applies to rescission and reduction. This deadline does not apply insofar as the law prescribes longer deadlines in accordance with §§ 438 para. 1 no. 2 (buildings and objects for buildings), 479 para. 1 (recourse claim) and 634a para. 1 no. 2 (Construction defects) , Malicious concealment of the defect as well as in case of non-compliance with a quality guarantee. The statutory provisions on expiry, suspension and restart of the deadlines remain unaffected.
3. Notification of defects by the Purchaser shall be made immediately in writing.
4. In case of complaints, payments by the Purchaser may be withheld to an extent which is proportionate to the material defects. The Purchaser can only withhold payments if a complaint is lodged which cannot be doubted. The customer’s right of retention does not exist if his claims for defects are statute-barred. If the complaint is wrong, the supplier is entitled to demand the expenses incurred by the purchaser.
5. The Supplier shall be given the opportunity to supplement the defect within a reasonable period.
6. If the supplementary performance fails, the Purchaser can – without prejudice to any claims for damages pursuant to No. 10 – withdraw from the contract or reduce the remuneration.
7. Claims for defects do not exist in the event of a minor deviation from the agreed upon condition, in case of negligible impairment of usability, in case of natural wear and tear or damage resulting from the transfer of risk due to faulty or negligent handling, excessive use, unsuitable operating resources, defective construction work, Due to special external influences, which are not presupposed under the contract, as well as for non-reproducible software errors. If improper modifications or repair work are carried out by the purchaser or by third parties, there are likewise no deficiencies for this and the resulting consequences.
8. Claims of the Purchaser due to the expenses necessary for the purpose of the supplementary performance, in particular transport, path, work and material costs shall be excluded insofar as the expenses increase because the object of the delivery to a place other than the branch of the customer Has been used, unless the shipment is in accordance with its intended use.
9. The buyer’s claims against the supplier in accordance with § 478 BGB (recourse of the entrepreneur) exist only insofar as the purchaser has not concluded any agreements with his customer that go beyond the statutory claims for defects. Furthermore, No. 8 applies accordingly to the scope of the purchaser’s recourse against the Supplier pursuant to § 478 para. 2 BGB (German Civil Code).
10. Claims for damages by the customer due to a defect in the goods
locked out. This does not apply in the case of malicious concealment of the defect, in case of non-compliance with a quality guarantee, in the case of injury to life, body, health or freedom and in the case of intentional or grossly negligent breach of duty on the part of the supplier. A change of the burden of proof to the disadvantage of the customer is not connected with the above regulations. Any further claims or claims other than those stipulated in this Art. VIII of the orderer due to a defect in quality are excluded.
9. Industrial property rights and copyrights; defects in title
1. Unless otherwise agreed, the supplier is obliged to provide the delivery free of industrial property rights and copyrights of third parties (hereinafter referred to as “industrial property rights”) in the country of the place of delivery. If a third party is entitled to claim damages due to the infringement of protective rights by deliveries made by the supplier and used in accordance with the contract, the supplier shall be liable to the purchaser within the time limit specified in Article VIII No. 2 as follows:
A) The Supplier shall, at his option, either obtain a right of use at his expense for the deliveries in question, modify it in such a way that the property right is not infringed or exchange. If this is not possible for the supplier on reasonable terms, the customer is entitled to the statutory withdrawal or reduction rights.
B) The supplier’s obligation to pay compensation shall be governed by Art. XI.
C) The aforementioned obligations of the supplier exist only insofar as the purchaser immediately informs the supplier in writing of the claims asserted by the third party, does not recognize an infringement and the supplier reserves all defense measures and comparative negotiations. If the customer uses the delivery for damage reduction or other important reasons, he is obliged to point out to the third party that there is no acknowledgment of an infringement of the copyright infringement.
2. Claims of the customer are excluded, as far as the infringement of the intellectual property rights to be represented.
3. Claims of the customer are also excluded, as far as the infringement of the protection of the property is caused by special specifications of the customer, by an application not foreseeable by the supplier or by the fact that the delivery is altered by the purchaser or used together with products not supplied by the supplier.
4. In the case of infringements of property rights, the provisions of Art. VIII Nos. 4, 5 and 9 shall also apply mutatis mutandis to the claims of the Purchaser regulated in Section 1 a).
5. In the event of other legal deficiencies, the provisions of Article VIII shall apply mutatis mutandis.
6. Any claims of the Purchaser against the Supplier, as well as any other claims other than those governed by this Art.
10. impossibility; contract adjustment
1. Insofar as the delivery is impossible, the buyer is entitled to demand damages, unless the supplier is not responsible for the impossibility. However, the purchaser’s claim for damages shall be limited to 10% of the value of the part of the delivery that can not be put into operation due to the impossibility.
This limitation does not apply in cases of intent, gross negligence or injury to life, body or health; A change of the burden of proof to the disadvantage of the customer is not connected herewith. The right of the customer to withdraw from the contract shall remain unaffected.
2. Insofar as unforeseeable events within the meaning of Art. IV No. 2 significantly alter the economic significance or the content of the delivery or have a significant effect on the operation of the supplier, the contract shall be adjusted appropriately in accordance with good faith. If this is economically unjustifiable, the supplier is entitled to withdraw from the contract. If he wishes to avail himself of this right of withdrawal, he must notify the customer without undue delay after having recognized the scope of the event, even if an extension of the delivery time was initially agreed with the customer.
11. Other claims for damages; limitation
1. Claims for damages on the part of the purchaser, irrespective of the legal grounds, in particular for breach of duties arising from the contractual relationship and tort, shall be excluded.
2. This does not apply, as far as is mandatory, Eg in the case of the product liability law, in cases of intent, gross negligence, injury to life, body or health, or infringement of essential contractual obligations. However, the claim for damages for the infringement of essential contractual obligations is limited to the type of contract foreseeable, foreseeable, unless intent or gross negligence or due to injury to life, body or health is liable. A change of the burden of proof to the disadvantage of the customer is not connected with the above regulations.
3. Insofar as the customer is entitled to claims for damages, these shall become statute-barred after the expiry of the limitation period pursuant to Art. VIII No. 2. The same applies to claims of the customer in connection with measures for the prevention of damage (eg recall actions). In the case of claims for damages under the Product Liability Act, statutory statutory limitations apply.
12. Jurisdiction and applicable law
1. If the purchaser is a merchant, the sole court of jurisdiction is the supplier’s place of business in all disputes arising directly or indirectly from the contractual relationship. The supplier is, however, also entitled to sue at the registered office of the customer.
2. German substantive law shall apply to the legal relations in connection with this contract, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
13. Binding nature of the contract
The contract shall also remain binding in the event of legal invalidity of individual provisions in its remaining parts. This does not apply if adherence to the contract would constitute an unreasonable hardship for a party.
14. Additional clauses
1. In the case of cable assembly orders, a delivery tolerance of +/- 15% is permissible.
2. By reimbursement of costs for tools, the Purchaser shall not be entitled to the tools themselves.
3. The minimum order value is Euro 250.00 net. For orders under Euro 250,00 we charge an order processing fee of € 45,00.
4. We are entitled to assign the claims from our business connections.
All payments are to be made exclusively to VR FACTOREM GmbH, Ludwig-Erhard-Strasse 30-40, 65760 Eschborn, to which we have assigned our present and future claims from our business relationship. We have also transferred our reserved ownership to VR FACTOREM GmbH.