(B2B – Industry / CNC / Mechanical Engineering)
VPD GmbH
Status: March 2026
These General Terms and Conditions apply exclusively to entrepreneurs within the
meaning of Section 14 of the German Civil Code (BGB).
Conflicting or deviating terms and conditions of the customer shall not be recognized
unless we have expressly agreed to them in writing.
These Terms shall also apply to all future business relationships.
Our offers are non-binding and subject to change. A contract shall only come into
effect upon our written order confirmation or delivery.
All technical data, drawings, and specifications do not constitute a guarantee.
The customer bears sole responsibility for the technical accuracy of its specifications.
We assume no liability for the functionality of the products in a specific application
unless such use has been expressly agreed in writing.
The customer is obliged to verify suitability by means of its own tests.
All prices are net ex works, plus packaging, transport, and insurance costs.
Payment shall be made within 21 days without deduction.
In the event of default of payment, we are entitled to charge default interest in
accordance with Section 288 BGB.
Set-off is only permitted with undisputed or legally established claims.
We reserve the right to adjust prices if cost factors such as material, energy, or labor
costs change significantly after conclusion of the contract.
Delivery dates shall only be binding if expressly agreed in writing.
Production-related deviations in quantity and quality within customary industry
tolerances are permissible.
Over- or under-deliveries of up to 10% shall be deemed in compliance with the
contract.
Partial deliveries are permitted and may be invoiced separately.
If the customer defaults in acceptance, we are entitled to store the goods at the
customer’s expense.
Storage costs shall amount to at least 0.5% of the invoice amount per month.
Acceptance shall be deemed to have occurred if the customer does not object within
14 days (deemed acceptance).
Call-off orders must be fully accepted within 12 months; otherwise, we are entitled to
invoice accordingly.
Delivery shall be made EXW in accordance with Incoterms® 2020.
Shipment shall be at the customer’s risk, even if carriage is free of charge.
(1) General Principle
All delivered goods shall remain our property until full payment of all claims arising
from the business relationship has been received (current account retention). This
shall also apply to future claims, including those arising from contracts concluded
simultaneously or subsequently.
(2) Processing and Transformation (Section 950 BGB)
Any processing or transformation of the reserved goods shall always be carried out
on our behalf as manufacturer within the meaning of Section 950 BGB without
imposing any obligation on us.
If the goods are processed together with other items not belonging to us, we shall
acquire co-ownership in proportion to the invoice value of our goods relative to the
other processed items.
(3) Combination and Mixing
In the event of combination or mixing with other movable items, we shall acquire co-
ownership in proportion to the value ratio.
If such combination is carried out in a manner that the customer’s item is to be
regarded as the principal item, it is agreed that the customer transfers proportional
co-ownership to us.
(4) Extended Retention of Title / Assignment of Claims
The customer hereby assigns to us all claims arising from the resale of the reserved
goods—regardless of whether processed or unprocessed—in full. This also applies to
ancillary rights and securities.
If the goods are sold together with other goods, the assignment shall apply only in
the amount of the invoice value of our goods.
(5) Installation Cases / Work and Construction Services
If the reserved goods are installed into real property, plants, or structures, the
customer hereby assigns to us claims against third parties in the amount of the
invoice value.
(6) Authorization to Collect
The customer is revocably authorized to collect the assigned claims in its own name.
This authorization shall automatically expire in the event of default of payment,
suspension of payments, or filing for insolvency.
(7) Third-Party Debtor Logic (Disclosure)
We are entitled at any time to disclose the assignment to third-party debtors.
The customer shall, upon request, provide us immediately with all necessary
information (lists of debtors, invoices, contracts).
In the event of default or insolvency, the customer must inform the third-party
debtors immediately of the assignment.
(8) Access and Recovery
In the event of breach of contract, in particular default of payment, we are entitled to
demand return of the reserved goods.
The customer must grant access to and surrender such goods.
Withdrawal from the contract is not required for this purpose.
(9) Restriction of Disposal
The customer may neither pledge nor transfer ownership of the reserved goods as
security.
In the event of third-party access (e.g., seizure), the customer must inform us
immediately.
(10) Insolvency Provision
In the event of an insolvency application, we are entitled to separate the reserved
goods.
The customer must inform us immediately and grant access to all relevant
documents.
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(11) Release Clause
If the realizable value of the securities exceeds our claims by more than 10%, we
shall, at the customer’s request, release securities at our discretion.
The customer must inspect the goods immediately upon delivery and notify us in
writing without delay of any apparent defects (Section 377 HGB).
The limitation period shall be 12 months. This does not apply in cases of intent,
fraudulent concealment, or claims arising from injury to life, body, or health.
Defects resulting from customer specifications are excluded.
Subsequent performance shall be at our discretion.
Further claims shall only exist after failure of subsequent performance.
We shall be liable without limitation in cases of intent, gross negligence, and injury to
life, body, or health.
In cases of slight negligence, we shall only be liable for breach of essential
contractual obligations.
Liability shall be limited to the typical, foreseeable damage.
This applies in particular to damages resulting from production downtime, loss of
profit, or business interruption.
Claims under the German Product Liability Act remain unaffected.
Liability is limited in amount to the typically foreseeable damage, but not exceeding
EUR 5,000,000 per claim.
All documents and information, in particular technical documents, drawings, CAD
data, and calculations, shall be treated as strictly confidential and may not be
disclosed to third parties.
The customer undertakes to comply with all applicable export control regulations.
(1) Events of force majeure affecting us or our suppliers shall release us from our
delivery obligations for the duration and scope of their effects.
(2) Force majeure includes, but is not limited to:
natural disasters, war, terrorist acts, pandemics, epidemics, governmental measures,
shortages of energy or raw materials, operational disruptions, strikes, lawful
lockouts, and other unforeseeable, unavoidable, and severe events.
(3) We shall inform the customer without delay of the occurrence and expected
duration of such events.
(4) If delivery is delayed by more than 3 months due to force majeure, both parties
are entitled to withdraw from the contract with respect to the unfulfilled part. Claims
for damages or reimbursement of expenses shall be excluded unless mandatory
statutory provisions provide otherwise.
(5) If acceptance by the customer is impossible or unreasonable due to force majeure, the above provisions shall apply accordingly.
In the event of a significant deterioration in the customer’s financial situation, we are
entitled to withdraw from the contract (Section 321 BGB).
The processing of personal data shall be carried out in accordance with the GDPR.
Place of jurisdiction is Dresden, provided the customer is a merchant.
German law shall apply, excluding the UN Convention on Contracts for the
International Sale of Goods (CISG).
Should individual provisions of this contract be or become wholly or partially invalid
or unenforceable, the validity of the remaining provisions shall remain unaffected.
The invalid or unenforceable provision shall be replaced by a provision that comes
closest to the economic purpose of the original provision.
The same applies to any gaps in the contract.
In case of discrepancies between the German and the English version, the German version shall prevail.
