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General Terms and Conditions

1. General Information - Scope

(1)  Our conditions of sale shall exclusively apply, we do not accept opposed or differing conditions of the ordering party that are deviating from our conditions unless we have given our previous written consent. Our conditions of sale apply also if we execute the delivery to the ordering party without reservations, being aware of opposed or differing conditions of the ordering party that are deviating from our conditions.

(2)  All agreements between our company and the ordering party regarding the execution of this contract must be made in writing.

2.Offer - Offer Documents - Catalogs

(1)  If the order of the customer can be classified as offer according to § 145 BGB (German Civil Code), we can accept it within a period of four (4) weeks. Our offers are always made without engagement.

(2)  We retain property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties. The ordering party needs our explicit written consent before passing them on to third parties.

(3)  Descriptions of our products are only examples of the characteristics and do not represent in any case a guaranty with respect to the characteristics of the goods.

(4)  Technical modifications of our products that increase or maintain the value are permitted at any time and without prior notice.

(5)  Any cost estimate requested from us is subject to charge unless an order is placed subsequently.

3.Tools - Devices etc.

(1)  Any tools, devices and other installations that are manufactured or purchased for production according to the ordering party’s documentation shall remain our property even if the ordering party has paid all or part.

(2)  The scope of supply does not include mounting nor commissioning of the delivered items in the ordering party’s premises in the absence of a special agreement.

4.Prices - Conditions of Payment - Delay

(1)  Unless anything different can be deduced from the order confirmation, our prices are valid “ex works”, excluding packaging; the package is charged separately.

(2)  The applicable value added tax is not included in our prices; the applicable amount is stated separately in the invoice on the invoicing date.

(3)  The deduction of a cash discount requires a special written agreement.

(4)  Unless anything different can be deduced from our order confirmation, the purchase price is due net (without deduction) for immediate payment. The ordering party has the right to deduce a 2% cash discount if we receive payment within 14 days from date of invoice. The ordering party is put in default if due payments are not effectuated at the latest within thirty (30) days after receipt of the invoice or an equivalent request for payment. We reserve the right to effectuate the default at an earlier moment by issuing a reminder that is received after due date. As an exception to the sentences 1 and 2, the ordering party is put in default if it has been agreed to pay the purchase price at a defined or definable calendar date and the ordering party does not effect payment by this date at the latest.

(5)  If the ordering party is in default with payments, we shall be entitled to request interests in arrears of 9% p.a. above the basic interest rate. If we are able to demonstrate a larger damage caused by the delay, we are entitled to claim it.

(6)  All payments in full satisfaction of debt have to be made exclusively to VR FACTOREM GmbH, Ludwig-Erhard-Straße 30-34, D-65760 Eschborn to which we have assigned all our present and future receivables resulting from our business relationship. We have also assigned our right of reserved property to VR FACTOREM GmbH.

(7)  The ordering party has only the right to setting off if its counter claims have been recognized by court, are undisputed or have been recognized by us. Furthermore, the ordering party has the right to withhold payment if the counter claim results from the same contractual relationship.

5.Delivery period

(1)  The term of delivery starts on sending the order confirmation but not before clarifying all technical issues and receiving all documentation to be provided by the ordering party. Unless otherwise agreed, the delivery term indicated by us is non-binding.

(2)  If the delivery is postponed because of reasons for which we are responsible, the liability for indemnification payable for damage resulting directly from the delayed delivery shall be limited to the foreseeable amount of damages.

(3)  If the ordering party grants an appropriate extension period after we have fallen into arrears, it is entitled to withdraw from the contract after vain expiry of this extension period. If the appropriate extension period has expired in vain, the ordering party shall be obliged to declare within a term of two (2) weeks after expiry of this extension period, if it desires to withdraw from the contract or if it still insists on the fulfillment of the contract.

(4)  Provided that we can be held liable in addition for indemnification instead of the rendered service, the claims shall be limited to the foreseeable amount of damages in case of normal negligence.

(5)  In case of normal negligence, we cannot be held liable for consequential damages resulting from the delayed or failed service, in particular not for lost earnings of the ordering party or other production downtime costs.

(6)  The compliance with our delivery commitment requires the punctual and proper fulfillment of the ordering party''s obligations.

(7)  If the ordering party is in default of acceptance or violates any other obligations to cooperate, we have the right to claim the damage resulting therefrom including possible additional expenditures. In this case, the risk of accidental perishing or accidental deterioration of the purchased goods is also passed to the ordering party at the moment of default of acceptance.

6.Passing of risk

(1)  Unless anything different can be deduced from the order confirmation, delivery is carried out “ex works”. At the latest when the delivery items have been dispatched from the factory, the risk shall pass to the ordering party, even in the case of partial deliveries or if the supplier has taken on further responsibilities, such as dispatch costs or transport and installation. In case an acceptance is required, the moment of accepting is relevant for passing of risk. The risk must be passed promptly on the date of acceptance, alternatively after we have notified our readiness for acceptance. The ordering party is not entitled to refuse acceptance if a nonessential defect exists.

(2)  If the shipping or acceptance are delayed or remain undone because of reasons beyond our control, the risk is passed to the ordering party on the day of notifying our readiness for shipping or acceptance.

(3)  Partial deliveries are permitted as far as acceptable for the ordering party.

(4)  Provided that the ordering party desires the insurance of the delivery, we will take out a transport insurance at the ordering party''s costs.

7.Warranty for Defects - Warranty Period

(3)  A prerequisite for any warranty claims on the part of the ordering party is that the latter has appropriately fulfilled its obligation to inspect the goods and to give notice of defects (according to § 377 HGB (German Commercial Code)).

(4)  If the goods show any defect for which we are responsible, we are entitled to choose elimination of the defects or delivery of a flawless item.

(5)  If we are not prepared or capable of eliminating the defect or supplying replacement, in particular if it is delayed because of reasons for which we are responsible or if the elimination of the defect or the replacement delivery fails for any other reason, the ordering party shall have the right to withdraw from the contract or to claim a corresponding reduction of the purchase price. If the appropriate extension period has expired in vain, the ordering party shall be obliged to declare within a term of two (2) weeks after expiry of this extension period, if it desires to withdraw from the contract or if it still insists on the fulfillment of the contract.

(6)  Unless anything different can be deduced in the following, further claims of the ordering party – for whatever legal reason – are excluded. Therefore, we cannot be held liable for damage that has not been produced on the delivered item itself; in particular, we cannot be held liable for lost profits or other financial losses of the ordering party.  If the liability for such damages is given, however, claims for damages shall be limited to the foreseeable amount of damage.

(7)  The aforementioned exclusion of liability shall not apply if the reason for the damage has been intent or gross negligence. It shall also not apply if we have given a guaranty for a certain characteristic of the item and this characteristic is missing.

(8)  In case we have violated an essential obligation of the contract because of negligence, our liability shall be limited to the foreseeable damage. Provided that claims are asserted for damages that are covered by our comprehensive general liability or our product liability insurance, our liability regarding replacement shall be limited to the compensation granted by this insurance.

(9)  The warranty period shall be one (1) year starting from the date the goods are delivered. This term is a limitation period and shall also apply to claims for the compensation of consequential harms caused by a defect unless claims because of tort can be asserted.

8.Retention of Title

(1)  We reserve the title to the purchased goods until receipt of the complete payment from the business relation with the ordering party. If the ordering party violates the contract, in particular if it is in default with payment, we shall be entitled to exercise our legal rights and to take the delivered items back. After taking back the delivered items, we have the right to exploit them; the obtained price is to be credited against the obligations of the ordering party deducing adequate exploitation costs.

(2)  In case of seizure or other interventions by third parties, the ordering party shall notify us immediately in writing so that we can file a suit according to § 771 ZPO (German Civil Process Code). Unless the third party is able to refund us the judicial and extrajudicial costs of such a claim, the ordering party shall be held liable for the produced loss.

(3)  The ordering party shall be entitled to resell the purchased goods in the ordinary course of business, however, it assigns to us already now all claims against its purchasers or third parties amounting to the total sum of the invoice (including VAT) arising from the resale, independently of the fact if the purchased goods have been resold without or after processing. The ordering party shall still be entitled to the collection of these receivables after the assignment. Our right to collect the receivables ourselves remains unchanged hereof. However, we commit ourselves not to collect the receivables as long as the ordering party meets its obligation to pay from the received revenues, is not in default and in particular, if no application for opening insolvency proceedings has been made or cessation of payment exists. However, if this is the case, we can request that the ordering party discloses us the assigned claims and the debtors, makes all necessary indications for collection and hands over all corresponding documentation.

(4)  Processing or reconstruction of the purchased goods by the supplier shall always be carried out for us. If the purchased item is processed together with other objects which we do not own, we shall acquire co-ownership in the new object to the ratio of the value of the purchase item to the other objects processed at the time of processing. As regards the object that is the result of the processing, the same provisions shall apply as to the item delivered under reservation of title.

(5)  We commit ourselves to release the securities we are entitled to on request of the ordering party insofar as the value of our securities exceeds the receivables to be secured by more than 20%; we are incumbent on the selection of the securities to be released.

9.Place of Jurisdiction - Place of Performance

(1)  In case the ordering party is a company, the legal venue shall be at the court competent for Singen. However, we have also the right to sue the ordering party at the court of its domicile.

(2)  Unless anything different can be deduced from the order confirmation, the place of performance is Singen.

(3)  Solely the Law of the Federal Republic of Germany shall apply to this contract.

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