Our deliveries and services are exclusively subject to the following general sales and delivery conditions. These also apply to all future business relationships, even if they are not expressly agreed again. They also apply if we have not objected to deviating conditions set by the customer, which we hereby expressly reject, in individual cases. This also applies in the event that the contractual partner has specified a special form for the objection.
Our sales and delivery conditions apply even if we carry out delivery to the customer without reservation in the knowledge of the customer's terms and conditions of sale and delivery that conflict with or deviate from our general terms of sale and delivery. We will also not be obliged if the customer's terms and conditions deviate from legal provisions regardless of the content of these general sales and delivery conditions.
Insofar as we waive the assertion of our contractual rights in individual cases as part of the business relationship with the customer — in particular for reasons of goodwill — this does not mean a general waiver of the future exercise of our contractual rights.
Our offers are subject to change. Any liability requires a written agreement. Based on our experience, we provide written and spoken application advice to the best of our knowledge. Because of the different uses, information and information about the suitability of the goods in the field of application technology is non-binding unless they are expressly declared binding. In any case, the client is obliged to verify for himself the suitability of the delivered parts for the intended use by him through his own tests and tests. As part of call orders, we are entitled, even if this is not stated in our order confirmation, to deviate from the ordered scope of delivery by up to 10%. The client is liable for ensuring that the rights of third parties are not affected by the execution of the products commissioned by him. The audit obligation is therefore exclusively subject to the client. The client undertakes to indemnify us from any claims by third parties arising from infringement of rights.
The delivery date is given to the best of our knowledge, but without guarantee, unless a delivery date has been expressly agreed. Agreed delivery periods begin on the date of our order confirmation, but not before clarification of all execution details. Orders are only considered accepted once they have been confirmed by us in writing. If delivery is made immediately without confirmation, the order is considered accepted and confirmed upon delivery. A complaint about our order confirmation must be made immediately, at the latest 8 days after receipt of it. The delivery period is deemed to have been met upon timely notification of readiness for shipment if dispatch is impossible through our or the supplier's fault. Without prejudice to our rights arising from default on the part of the client, the agreed delivery period is extended by the period by which the client is in default as a result of its obligations under this or any other agreement. We will not be in default if delivery fails as a result of circumstances for which we are not responsible, e.g. in the event of a strike, force majeure, delay by our suppliers. In the event of a delay in delivery, the contractual partner must set a reasonable period of grace with a threat of refusal. After the grace period has expired fruitlessly, the contractual partner can claim compensation only for that part of the scope of the contract that has not been fulfilled. In the event of an inability to provide services for which we are not responsible after conclusion of the contract, the contractual partner is not entitled to compensation, provided that we have reported the impossibility to provide the service in good time and have not acted intentionally or grossly negligently.
Call contracts are only concluded for a maximum period of 12 months. If parts of the call order are not accepted within a period of time, the client may no longer demand deliveries after this period has expired. However, we are entitled to demand immediate acceptance of the remaining parts in whole or in part and to invoice them immediately. If no delivery is made after this retrieval time has elapsed, the special conditions agreed due to the release quantity do not apply. The parts that have been accepted will be repaired based on the list prices. Partial deliveries are permitted unless expressly objected to.
Our prices are net ex works, subject to the proviso that the order data underlying the submission of the offer remain unchanged, plus statutory value added tax, packaging, transport and insurance costs, unless otherwise agreed in the order confirmation or in other documents. If exceptionally large or special quantities of material or advance payments are provided, advance payment may be required. Payment is free to be made by our payment agent, within 21 days from the date of the invoice, without any deduction. Unjustified cash discount is required by us. If the client defaults on payment, we charge default interest of 5% above the discount rate of the Deutsche Bundesbank. All reminder costs are borne by the client. We reserve the right to change prices if there is a longer period of time than four months between conclusion of the contract and performance and if the factors underlying the price calculation have changed during this period.
Cancellations and changes to orders are only effective with the written consent of VPD GmbH. Material and work services provided by VPD GmbH up to this point are subject to remuneration. Agreements deviating from this must be made in writing in order to be effective.
VPD GmbH may refuse to provide services after the contract has been concluded if there are corresponding doubts as to the client's solvency or willingness to pay. We may suspend the service until payment is secured. The client is not entitled to the return of the parts properly delivered by us.
The transfer of orders to third parties is prohibited without the written consent of VPD GmbH. Violations entitle VPD GmbH to withdraw from the contract in whole or in part.
VPD GmbH guarantees the products delivered by it under the following conditions or conditions:
The contractual partner must immediately after receipt of the goods for quantity, quality and guaranteed characteristics; he must immediately notify VPD GmbH of defects by notifying VPD GmbH in writing with a detailed description of the complaint; the provisions of Sections 377, 388 HGB apply to all transactions.
Defects caused by faulty drawings made by the client or by manufacturing processes specifically required by him are excluded from this. The functionality and usability of the manufactured or processed parts when manufactured according to drawings, sketches or templates provided by the client falls solely within the client's area of risk. The right of the contractual partner to assert claims arising from defects expires in all cases from the date of transfer of ownership of the goods by VPD GmbH as part of the dispatch or acceptance of the goods within a period of one year. If warranty claims are asserted, the contractual partner is entitled to repair or replacement delivery at the discretion of VPD GmbH, to the exclusion of other claims. The contractual partner must grant VPD GmbH the time and opportunity necessary at its reasonable discretion to remedy the defect. If he refuses this, VPD GmbH is released from the warranty obligation. If the repair or replacement delivery fails, the contractual partner may, at its option, demand a reduction or withdraw from the contract. Compensation claims are limited to the value of the order.
The assertion of claims for damages due to defective or faulty delivered goods or due to delay in delivery is excluded unless we are guilty of intent or gross negligence. We will never be responsible for any subsequent damage.
Product and quality information, technical and commercial descriptions do not constitute a guarantee. Properties of the goods are only considered guaranteed if the property is expressly referred to as “guaranteed” in writing.
The client must accept the parts to be delivered as soon as we indicate that we are ready to deliver. Unless otherwise agreed, there is generally a payment debt. Insofar as shipping has been agreed, this is done at the expense and risk of the client, even if the customer's own means of transport are used. The risk of accidental loss or deterioration of the parts is transferred to the customer as soon as the delivery item leaves the storage or operating rooms for loading; even if freight-free deliveries or further services have been agreed. The choice of shipping method is left to us as the supplier. Packaging is charged at cost and is not returnable. Shortages, obvious incorrect deliveries and damage to the packaging, as well as externally visible transport damage, must be reported by the client to the carrier immediately upon receipt of the shipment and note them on the shipping documents.
All deliveries made by us are subject to retention of title. The delivered goods remain our property until full payment has been made. If delivered goods are further processed, ownership of the new item created as a result of processing continues. In the event of resale of the goods delivered by us, or the new items manufactured through processing, the retention of title continues proportionally to the consideration due to the contractual partner. The contractual partner is entitled to process and sell delivered goods in the course of normal business operations. When running
Invoice, the reserved property is considered as security for the balance claim.
Goods subject to retention of title and new items resulting from our delivery may only be sold in regular business transactions if it is ensured that the claim arising from the resale is transferred to us and that the retention of title is passed on by the contractual partner to its customers. The contractual partner hereby assigns to us the claims he is entitled to from the resale or other use of the goods with ancillary rights. The authorization to resell is revocable at any time. The contractual partner is obliged, upon request and in the event of late payment, to immediately name the recipient of the reserved goods in writing and to provide us with the documents and information necessary to enforce the claim against the customer.
Despite assignment, the contractual partner is entitled to collect the assigned claims until we can withdraw them at any time. He is obliged to keep the amounts included separately and pay them to us immediately. At our request, the contractual partner is obliged to notify the third party of the assignment and to provide us with the information and documents necessary to assert our rights.
In the event of late payment, we are entitled to notify the reseller (third-party debtor) of the assignment at any time. If payment is delayed, we are entitled to demand immediate surrender of the processed or unprocessed goods and to prohibit further processing, further sale and transfer of ownership. This applies even if the goods and the objects made from them are combined with other items. In this case, the contractual partner must immediately submit a list of the inventory of our processed material, even if this is linked to other items.
In this case, too, the contractual partner must store any incoming payments separately for us and transfer them to us. He is obliged to inform us of the debtors of the assigned claims and the amount of the debt contributions and to hand over to us all documents necessary to collect the claims by us, in particular to notify the debtors of the assignment.
Actual or legal access by third parties to the reserved goods and their damage or loss must be reported to us immediately in writing; in the event of seizure, the seizure report or attachment order must be submitted to us. The contractual partner must reimburse the costs of any necessary interventions by us.
The assignment of a claim against VPD GmbH requires their prior written consent. The contractual partner of VPD GmbH can only offset undisputed or legally established claims.
Third party property rights, public law standards, exemption from liability in case of infringements
The contractual partner is liable for ensuring that the goods, objects, samples, brands, drawings, etc. ordered by him are free from third-party rights of all kinds and that third party property rights, in particular patents, are not infringed. He is also liable for ensuring that the ordered goods comply with all legal regulations and official requirements. VPD GmbH is not liable for any patent or license claims for objects that are made from submitted drawings, sketches or samples. Even when delivered outside Germany, VPD GmbH assumes no liability if third-party property rights are infringed as a result of their delivery. The contractual partner releases VPD GmbH from all claims by third parties in the event of infringement of private rights or property rights or public law regulations.
The assignment of a claim against VPD GmbH requires their prior written consent. The contractual partner of VPD GmbH can only offset undisputed or legally established claims.
Data from our business partners is stored and processed by us to the extent necessary for business purposes and permitted under the Federal Data Protection Act (BSDG) (for further information, see VPD Vakuum- und Präzisionsteilefertigung Dresden GmbH's privacy policy).
The contractor's liability for damage that is not based on injury to life or health is excluded if the damage is due to a mere negligent breach of an obligation on the part of the contractor and the breached obligation is not part of the contractor's essential contractual obligations.
For all goods, parts, samples or objects developed, constructed, designed and/or designed by VPD GmbH, the copyrights and property rights generally remain with VPD GmbH, even if these objects were sold to the contractual partner in the ordinary course of business. Any production or reproduction of these objects by the contractual partner or by third parties is prohibited without the written consent of VPD GmbH, unless license rights or patents have been transferred expressly and in writing by VPD GmbH. The contractual partner, its vicarious agent and any other responsible person shall be fully and indefinitely liable to VPD GmbH for any damage resulting from the infringement of licensing and/or other property rights. This also applies if sample deliveries have been accepted by us.
The place of fulfilment and jurisdiction is Dresden. The contractual relationships are exclusively subject to the law of the Federal Republic of Germany. The invalidity of individual contractual provisions does not affect the validity of the remaining provisions. The invalid provisions shall be replaced by what would have been envisaged if they were known to be invalid, taking into account the interests of the person concerned.
Our terms and conditions and the contract remain fully effective even in the event of individual parts being legally ineffective. Insofar as the provisions have not become part of the contract or are ineffective, the content of the contract is governed by the statutory provisions. Should provisions of these terms and conditions or the contract be ineffective in view of mandatory foreign law, the contractual partner will, upon request, agree on those additions to the contract with us and make those declarations to third parties and authorities which ensure the effectiveness of the relevant provision and, if this is not possible, its economic content also under foreign law.
VPD GmbH
novembre 2018
