I. General, scope
These general terms and conditions apply to all current and future business relationships.
Deviating, conflicting or supplementary general terms and conditions are not part of the contract, even if they are known, unless their validity is expressly agreed in writing.
Consumer i.S. of these terms and conditions are natural persons with whom a business relationship is entered into, without any commercial or independent professional activity being attributed to them.
Entrepreneur i.S. of these terms and conditions are natural or legal persons or legal partnerships with whom a business relationship is entered into and who, when concluding the legal transaction, act in their commercial or independent professional activity.
Customers i.S. of these terms and conditions are both consumers and entrepreneurs.
II. Offers and placing of orders
Our offers are always non-binding. In case of doubt, the contract is only concluded with and in any case only in accordance with the stipulations and content of our written order confirmation, provided that such is given. Offers and attachments may not be made available to third parties.
Subsidiary agreements, changes, additions or cancellations of the contract require our written confirmation.
Our employees in the field are only authorized to conclude contracts and collect payments with a written power of attorney.
The images and information contained in our price lists, brochures, cost estimates and offers, in particular weight or measurement information or other technical data as well as DIN, VDE or other company or inter-company standards and samples, only characterize the subject matter of the contract and are only provided corresponding written confirmation represents an assurance of properties.
The customer assumes responsibility for the information incumbent on him and the parts to be made available by him.
Price review for subcontracts for public contracts: Agreements to subject a price review for public contracts in accordance with VOPR No. 30/53 only become part of an order if we expressly declare this to the client in writing when accepting the order.
III. Prices and terms of payment
Our prices are strictly net without cash discount or other reductions in euros ex works, excluding packaging. Freight and insurance plus the VAT applicable on the day of delivery. The granting of a discount requires a special written agreement between the contracting parties.
If the cost factors for production material, energy, operating materials, wages, salaries, freight, handling rates, customs, taxes or the like that are decisive for pricing change in the time from the conclusion of the contract to the contractually stipulated time of delivery, we can change the resulting Charge additional costs and subsequently increase the agreed price accordingly. The price increase is limited to the price to be enforced on the market. If a fixed price has been agreed, we are authorized to demand that the customer agree to a new, higher price by changing the offer prices. If an agreement cannot be reached, we are entitled to withdraw from the contract. If the client is not a merchant, our reservation of withdrawal only applies to a contractually agreed delivery time of more than 4 months or if there is a continuing obligation.
Our invoices are deemed to be accepted if they are not contradicted in writing within 30 days of the invoice date.
Payments are to be made within 14 days of receipt of the invoice without any deductions or discounts. In the event of the due date or default in payment, we will charge interest in the amount of the bank loan interest charged to us, but at least in the amount of 5% above the base rate as well as our other damage caused by default. The handing over of checks or bills of exchange takes place on account of performance and requires our express consent.
In the event of default with more than one liability, all of our claims against the customer are due for payment immediately.
The customer only has the right to offset if his counterclaims have been legally established or recognized by us. The customer can only exercise a right of retention if his counterclaim is based on the same contractual relationship.
IV. Deliveries, risk assumption
Unless otherwise agreed, the delivery period begins with receipt of the order confirmation, but at the earliest with the delivery of the material to be processed, provided that all technical and organizational details essential to the contract are binding at this point in time.
Unpredictable, inevitable or other serious events with us, with a supplier or with a subcontractor,
such as strikes, lockouts, operational disruptions, energy or material shortages, staff failures, official orders or interventions, natural disasters, lack of means of transport, etc., which lead to delivery or service delays or even the impossibility of performance and which we are not responsible for, extend the agreed delivery times to the duration of the hindrance and entitle both sides to withdraw from the contract in the event of impossibility.
If the extension of the delivery time significantly changes the underlying cost situation for us when submitting the offer in question, or if the provision of the service is otherwise unreasonable for us, we are entitled to withdraw from the contract, excluding claims for damages by the customer.
The delivery time is met if the delivery item has left the company by the time it expires or if the customer has been notified of readiness for dispatch. Incidentally, the delivery time is only to be regarded as approximate, so that the customer is only entitled to rights if the delivery time is not adhered to in the event of a special agreement.
If the client defaults on his obligation to provide or to cooperate after a written reminder, we are entitled to withdraw from the contract or to demand compensation for non-performance by setting a grace period of 14 days at our discretion.
Part deliveries are permitted.
If the customer is an entrepreneur within the meaning of § 1, he bears the loading, transport and unloading risk at the latest from the handover of the goods to the transport person. This also applies if we have taken over the transport costs. If the customer is a consumer within the meaning of § 1, the risk is only transferred to him when the goods are handed over to him. If the goods to be processed are picked up by us at the request of the customer, the risk of transport is borne by the customer. The client is free to insure these risks. The aforementioned provisions also apply if we have guaranteed freight-free deliveries.
If the goods are ready for dispatch and dispatch or acceptance is delayed for reasons for which we are not responsible, the risk is transferred to the customer upon receipt of the notification of readiness for dispatch. The customer must call for goods made ready for dispatch immediately, but no later than 10 days after notification. If there is no call, this entitles us to store the goods at our own discretion at the cost and risk of the customer. Finally, storage fees of 1% of the invoice amount can also be charged for each month or part thereof, whereby the storage fee is limited to 5% of the invoice amount, unless we can prove higher storage costs. (9) Unless otherwise agreed, the customer bears the costs of unloading the goods. If the customer does not unload the goods immediately, he or she bears the additional costs or damage caused by waiting times. Unloading by the crane attached to the delivery vehicle takes place at the request and expense of the customer.
If an acceptance has been agreed, this can only take place in the delivery plant. The acceptance must take place immediately when we have notified the client of the completion. If there is then no acceptance despite a deadline on our part, we are entitled to send the goods without acceptance or to store them at the expense and risk of the customer. The goods are deemed to have been delivered and accepted in accordance with the contract upon dispatch or storage, unless the buyer has expressly declared himself within a reasonable period set by us. When setting a deadline, we will point out the intended meaning to the buyer, in the event of his silence.
VI. Retention of title and security interests
In contracts with consumers, we reserve ownership of the goods until the purchase price has been paid in full. In the case of contracts with entrepreneurs, we reserve ownership of the goods until all claims from an ongoing business relationship and the claims still arising in connection with the object of purchase have been settled in full. For the duration of the retention of title, the customer is obliged to notify us immediately of any third party access to the goods, for example in the event of a seizure, as well as any damage or destruction of the goods, to provide us with the information necessary for legal prosecution and to hand over the necessary documents. The customer must notify us immediately of any change in ownership of the goods.
We are entitled to a statutory contractor's right of lien on the items handed over to us. Irrespective of this, the client shall give us a contractual lien on the items handed over, which serves to secure all claims from the business relationship. If the parts are delivered to the client before full payment has been made, so it has already been agreed with the client that he will transfer ownership of these parts to the value of our claim for the security of our claims and that the transfer of ownership will be replaced by the client keeping the parts for us. The same applies with regard to the client's expectant rights to items handed over to us that have been delivered to the client by a third party subject to retention of title. We are entitled to cause the retention of title to cease to exist. Retransfer claims of the client against a third party, to whom he has previously assigned the items handed over to us as security, are assigned to us. We accept the assignment.
The client may neither pledge nor assign by way of security objects to which we have a lien or which are in our reservation or security property. However, he may resell or process the items in the ordinary course of business, unless he has effectively assigned the claim against his contractual partner to a third party in advance. Any processing of the objects in our reservation or security property by the customer into a new movable object takes place on our behalf with effect for us, without any liabilities arising for us. We grant the client co-ownership of the item in the ratio of the value of the new item to the value of our performance. The client has to store the new item with commercial care and free of charge.
If reserved goods are processed by the customer into a new movable item, the processing takes place in our name and on our behalf. If processing takes place with items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the goods delivered by us to the other processed items. The same applies if the goods are mixed, blended or combined with other items that do not belong to us. If the customer acquires sole ownership by combining, mixing or blending, he already now transfers co-ownership to us based on the ratio of the value of the goods subject to retention of title to the other goods at the time of combining, mixing or blending. In these cases, the customer has to keep the item in our ownership or co-ownership, which is also considered to be reserved goods within the meaning of the following provisions, free of charge.
If reserved goods are resold by the entrepreneur, the entrepreneur hereby assigns to us the claims against third parties arising from the resale in the amount of the value of the reserved goods; We accept the assignment. If we have co-ownership of the resold reserved goods, the assignment of the claims extends to the amount that corresponds to the value of our co-ownership share. After the assignment, the entrepreneur is entitled to collect. We reserve the right to collect the claim ourselves as soon as the entrepreneur does not properly meet his payment obligations. In this case, the entrepreneur is obliged to name the debtors of the assigned claims and to notify them of the assignment.
At our request, the client has to prove the claim individually and to disclose the assignment to third parties with the request to pay us up to the amount of our claims. We are entitled to notify the subsequent purchaser of the assignment at any time and to collect the claim. However, we will not make use of this and will not collect the claim as long as the client duly meets his payment obligations.
The client is obliged to inform us immediately of any enforcement measures taken by third parties in relation to the security interests or our property. The client is also obliged to adequately insure our property and to assign the claims against the insurance company to us if required. At the request of the client, the securities to which we are entitled according to the above provisions will be released to the extent that their value exceeds the claims to be secured by more than 20%.
All of our claims, including those from other contracts, are due immediately, even in the event of a deferral, as soon as the client falls into arrears with the fulfillment of other obligations towards us, suspends his payment, is overindebted, or initiates judicial insolvency proceedings over his assets or such proceedings is rejected for lack of assets or circumstances become known that are likely to significantly reduce the creditworthiness of the client. In such a case, we are entitled, at our discretion, to carry out outstanding deliveries and services only against advance payment or provision of a security, or afterwards
he unsuccessful reminder to withdraw from the contract, even if the consideration is not yet due.
If the customer is an entrepreneur, breakages and shrinkage customary in the trade are not considered a material defect. If the customer is an entrepreneur, we initially guarantee defects in the goods through subsequent performance (at our option, subsequent improvement or replacement delivery). If the customer is a consumer, the statutory provisions apply.
If the subsequent performance fails, the customer can in principle, at his option, request a reduction in the remuneration (reduction) or cancellation of the contract (withdrawal). In the case of only a minor lack of conformity, in particular only minor defects, the customer is not entitled to withdraw from the contract.
Entrepreneurs must notify us in writing of obvious defects immediately upon receipt of the goods; otherwise the assertion of warranty rights is excluded. Deadline is sufficient for the timely dispatch. The entrepreneur bears the full burden of proof for all claim requirements, in particular for the defect itself, for the time at which the defect was discovered and for the timeliness of the notification of defects. Consumers must inform us in writing of obvious defects within a period of two months after the time at which the non-contractual condition of the goods was determined. The receipt of the notification by us is decisive for the observance of the deadline. If the consumer fails to provide this information, the warranty rights expire two months after the defect has been discovered. This does not apply if we can be charged with malice. The burden of proof for the point in time of the discovery of the defect lies with the consumer. If the consumer was persuaded to buy the item by inaccurate statements by the manufacturer, he bears the burden of proof for his purchase decision. In the case of used goods, the consumer bears the burden of proof that the item is defective.
If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, he is not entitled to any additional claims for damages due to the defect. If the customer chooses compensation after a failed supplementary performance, the goods remain with the customer if this is reasonable for him. The compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply if we have maliciously caused the breach of contract.
If the customer is an entrepreneur, only the manufacturer's product description is deemed to be agreed as the quality of the goods. Public statements, promotions or advertising by the manufacturer do not represent a contractual specification of the quality of the goods.
If the customer receives inadequate assembly instructions, we are only obliged to deliver fault-free assembly instructions and only if the fault in the assembly instructions prevents proper assembly.
The customer's warranty rights become statute-barred, beginning with the delivery of the goods a. For other things from a contract with a consumer, in two years; Claims for damages by the consumer due to a defect in one year, b. For other things from a contract with an entrepreneur in one year.
This does not apply if we be accused of fraud. In this case, the customer's warranty rights are subject to the regular statute of limitations.
VIII. Disclaimer of Liability
General terms and conditions of business and delivery of VOWAG GmbH
In the case of slightly negligent breaches of duty, our liability is limited to the foreseeable, contract-typical, direct average damage based on the type of goods. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents. We are not liable to entrepreneurs in the event of a slightly negligent breach of insignificant contractual obligations.
The above limitations of liability do not affect customer claims arising from product liability. Furthermore, the limitations of liability do not apply in the event of damage to body and health attributable to us or in the event of the customer's life being lost.
The client releases us from all claims by third parties in connection with industrial property rights, in particular copyright and similar property rights to drawings and documents provided to us. We undertake to use photocopies and other reproductions made exclusively for calculation and production purposes and not to pass them on to third parties.
X. Drawings and other documents
We reserve property rights and copyrights to cost estimates, drawings and other documents that are provided to the client. These documents may not be used for purposes other than those specified by us or made accessible to third parties. The documents are to be returned on request.
XI. Company secret / data protection
The client is obliged
tet not to pass on company secrets, in particular procedural information about our products, to third parties. Drawings, manufacturing information and other agreements are subject to data protection. This data may not be passed on to third parties either. By accepting the terms and conditions, the client gives his consent that the data stored on his person in the context of the fulfillment of the purpose may be processed by EDP.
For items delivered by the client or to be carried out for transport, insurance, for example against breakage, transport or fire damage and against theft, is only taken out with special agreement and at the client's expense.
XIII. Place of performance, place of jurisdiction and applicable law
The law of the Federal Republic of Germany. The provisions of the UN sales law do not apply.
If the customer is a merchant, legal entity under public law or special fund under public law, our place of business is agreed as the place of performance for all claims from and in connection with this contract.
If the customer is a merchant, legal entity under public law or special fund under public law, the court in whose district our place of business is located is responsible for all disputes arising from this contract. The same applies if the customer does not have a general place of jurisdiction in Germany at the time the action is brought or if his place of residence or habitual residence is not known. The customer can also be sued at his seat.
XVI. Severability clause
Should one of the aforementioned provisions of these terms and conditions or the contract concluded with the customer be void, ineffective or unenforceable for any reason, the validity of the remaining provisions and the underlying contract shall remain unaffected. In such a case, the parties are required to replace the non-performing provisions with an agreement that most closely corresponds to the discontinued provision.
Conditions of purchase
§ 1 General, Scope
These general terms and conditions apply to all current and future business relationships with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
Deviating, conflicting or supplementary general terms and conditions do not become part of the contract, even if they are known, unless their validity is expressly agreed in writing.
The prices on which the order is based are fixed prices and exclude additional claims of any kind, in particular in the case of material price increases, tax and freight tariff increases and increases in social charges.
§ 2 Conclusion of the contract, delivery time, prices, terms of payment
The contract offer contained in our order can only be accepted by the supplier within a period of two weeks. The date of our order is decisive.
The price stated in our order as well as the stated delivery time are binding. The delivery time begins on the date on which the supplier receives the order letter. After the delivery time has expired, the supplier is in default without the need for a reminder. Are delays to be expected, e.g. B. also in the event of force majeure, industrial disputes or other unforeseeable events, the supplier must immediately notify this in writing, stating the reasons and the presumed duration.
The agreed prices are fixed prices without sales tax and are free to the point of use including packaging. If otherwise agreed, the freight and packaging costs are to be paid by the supplier and shown separately in the invoices. If the price is not fixed when the order is placed, it must be given to us at the latest with the order confirmation. If the client does not object within 8 working days, the price is considered approved.
The supplier's invoices must be submitted immediately after delivery and must include the date of the order in addition to our order number. We are entitled to reject an invoice that does not meet these requirements. The deadlines begin with the receipt of the invoice or, if the goods arrive after the invoice, with the complete receipt of all items, including documents (test reports, test reports, drawings, etc.), but in no case before the agreed goods receipt date.
Unless otherwise agreed in writing, we will pay the purchase price net within 30 days of receipt of the invoice.
§ 3 Warranty
If the ordered goods are delivered to us, we will immediately examine the goods for defects and, if a defect is found, notify the supplier of this within two weeks of delivery to us. The same applies if a defect shows up later.
Insofar as the ordered goods are sent directly to one of our customers who is a merchant within the meaning of the German Commercial Code
, is delivered, the latter is obliged to notify us in writing of the obvious defects immediately after receipt of the goods. In this case, we comply with our obligation to notify the supplier in accordance with Section 377 of the German Commercial Code (HGB) by immediately forwarding this notification of defects to the supplier. In this case, the statute of limitations for our warranty rights against the supplier comes into effect at the earliest two months after the point in time at which our customer asserts his rights against us in a manner preventing the statute of limitations.
Insofar as the ordered goods are delivered directly to a customer of ours who is a consumer within the meaning of Section 13 of the German Civil Code (BGB), he is not obliged under the statutory provisions to notify us of obvious defects immediately upon receipt of the goods. In this case, we comply with our obligation to notify the supplier in accordance with Section 377 of the German Commercial Code (HGB) by notifying the customer of an obvious defect within two months of delivery.
We are entitled to the full statutory warranty rights. We do not recognize any deviating regulations of the supplier regarding the limitation periods and the right to compensation.
§ 4 Packaging, unloading accessories
Packaging intended for return and unloading accessories supplied by the supplier (in particular pallets and unloading forks) must be picked up at the place of delivery or at our place of business at the risk and expense of the supplier by prior arrangement.
§ 5 Limitation of Liability, Prohibition of Assignment, Final Provisions
If minor contractual obligations are breached, we are not liable for slight negligence. This limitation of liability does not apply to damage to life, body and health that can be attributed to us.
The law of the Federal Republic of Germany. The provisions of the UN sales law do not apply.
Our place of business is agreed as the place of performance for all claims from and in connection with this contract.
The seller is not entitled to assign his claims to third parties.
The court in whose district our place of business is located has exclusive jurisdiction for all disputes arising from this contract. The same applies if the supplier does not have a general place of jurisdiction in Germany at the time the action is brought.
Should individual provisions of the contract with the supplier, including these general terms and conditions, be or become fully or partially ineffective, this shall not affect the validity of the remaining provisions. The completely or partially ineffective regulation is to be replaced by a regulation whose economic success comes as close as possible to that of the ineffective one.