General Terms and Conditions
Status: November 2007
1. General information:
All deliveries and services provided by us are exclusively subject to the following Terms of delivery and Terms of payment. Diverging terms stipulated by the ordering customer that are not explicitly accepted by us in writing shall be non-binding, even if we do not explicitly object thereto. Should the ordering customer disagree with this procedure, he shall immediately inform us in a separate letter.
2. Conclusion of Contract, Documents, Subject to Alterations
a) Our written Order Confirmation is binding for the entire delivery. Any extra agreements, reservations, changes or amendments agreed upon orally or by phone have to be stated in writing.
b) Goods ordered may be subject to technical changes unless this involves a major change in the product’s function, or the ordering customer proves that the change is unacceptable for him. This particularly applies to modifications and improvements in line with technical progress.
3. Prices and Terms of Payment
a) Our prices are ex works or ex warehouse. In domestic business VAT at the current statutory level is added. Costs of insurance, packaging, forwarding, small quantities and customs duties etc shall be invoiced separately to the ordering party, with VEIT being entitled to either charge a lump sum or true costs.
b) Amounts invoiced shall be payable within 15 days after receipt of invoice, 30 days after delivery at the latest, strictly net without any discounts or other deductions.
c) Any retention of payment due to ordering customer’s counterclaims as well as setting payments off against such counterclaims shall be excluded, unless these counterclaims are undisputed or have been legally ascertained.
d) In case of a worsening of the ordering customer’s financial situation which leads to doubts about his creditworthiness, in particular in case of a cheque protest or bill protest, delay in payment (also from prior deliveries) we can demand immediate payment, under reserve of all our legal rights. For orders not yet executed, we shall be entitled to payment in advance or corresponding collateral.
e) Partial deliveries shall be invoiced separately. The above stipulations shall apply accordingly.
4. Delivery and Delivery Periods
a) We shall observe the agreed-to periods and dates of delivery under the provision that we in turn receive deliveries correctly and in time.
b) The period of delivery starts with the receipt of all the documents necessary for executing the order.
c) The delivery period is considered as observed if, by the end of that period, the delivery item has left our works or if the customer has been advised that the goods are ready for dispatch.
d) The period of delivery shall be adequately prolonged by the duration of the impeding circumstances – also in default – in cases of force majeure or other unforeseeable events occurring after the conclusion of the contract that are not our own fault. The aforementioned circumstances include in particular monetary and trade policy measures, strike and lock-out, regulatory action as well as problems with obtaining goods and material due to market conditions. Should we fail to deliver after expiration of the adequately prolonged delivery period, the ordering customer can set an adequate period of grace, and after the unsuccessful expiration of that period of grace, he can withdraw from the contract. In these cases, claims for damages are excluded.
e) Number 10 applies to all kinds of claims for damages resulting from delayed delivery.
5. Retention of Title
a) We retain title to all goods delivered. The passage of title to the ordering customer shall take place only after payment in full. For goods bought from us within the scope of the ordering customer’s commercial business, we retain title until any and all of our claims arising out of the business relation with this customer have been satisfied. This also applies if individual or all our claims have been included into an open account and the balance has been struck and accepted.
b) The ordering customer is entitled to dispose of the delivered goods in due business. The ordering customer is not entitled to sell to buyers who have excluded or limited the cession of financial claims against them and thus frustrate an advance assignment. Reselling without immediate payment is only admissible under the provision of subsequent retention of title, ie the ordering customer is obliged to in turn sell the goods under retention of title only.
c) Processing or modification of the delivered goods through the ordering customer is always performed for us. If the goods are modified with objects that do not belong to us, we acquire joint ownership of the new object in relation of the value of the goods delivered to the value of the other goods processed at the time of processing. All stipulations effective for goods delivered under retention of title also apply to the object resulting from processing. When selling or assembling goods manufactured also through processing other owners' goods, the stipulations on advance assignment in line with the above paragraph shall apply accordingly, with the ordering customer's advance assignment only valid for that part of the resulting claims related to the value of the goods delivered.
d) The ordering customer shall maintain all machines and other objects in our ownership in a proper state and keep them in safe custody with due commercial care, and mark them clearly and visibly as our property.
e) The ordering customer shall insure the goods delivered at his own expense against theft, breakage, fire, water and other damage, and prove the respective insurance to us on request.
f) As long as we retain title, the ordering customer is not allowed to dispose of these objects without our permission, except under the above stipulations. In the event of the goods delivered under retention of title being impounded or otherwise claimed by third parties, the ordering customer shall immediately inform us about that, ideally by telephone, telefax or e-mail. The ordering customer shall send us, if applicable, the bailiff’s return as well as a list describing the impounded objects.
g) The ordering customer can demand that we release part of the securities at our own choice, provided their marketable value exceeds the claims to be secured by more than 10 %. This demand for release is given if the estimated value of the securities amounts to 150 % of the secured claims.
h) For exports to countries where the above mentioned retention of title is not legally binding, we reserve the right to retain title according to each country’s individual legal stipulations. The ordering customer shall assist in this process where necessary.
i) If the goods are taken back by exercising the retention of title, we are entitled to a compensation for expenditure, delivery for use and depreciation. We may choose to either charge the due compensation in concrete terms or as a lump sum of 20 % of the ordering price. In case of a lump sum settlement, the ordering customer shall retain the right to prove that the compensation claim did not arise at all or to a lower amount.
6. Default of Acceptance
In the event of the ordering customer rejecting acceptance after a granted adequate additional period of time, or, prior to that date, him seriously and finally stating that he will reject acceptance of the goods, we may withdraw from the contract and demand compensation for damages in lieu of performance. We can charge a lump sum 20 % of the agreed sales price as compensation for damages. We reserve the right to claim higher compensation for damages, just as the ordering customer reserves the right to prove that no damage was done or the damage is considerably lower than the set lump sum
For service technicians sent to the place of delivery, we charge the hourly rates and mileage allowance costs in line with our effective service agreement. In any case, the respective operating instructions of the machines delivered have to be observed during assembly.
8. Transfer of Risk
Risk assumption is transferred to the ordering customer when the goods are ready for dispatch and the customer is accordingly informed. This also applies if dispatch is delayed for reasons beyond our responsibility.
9. Claims because of Defects
a) Immediately after delivery, the ordering customer shall check the goods received on completeness, defects, condition of the goods and promised properties. We shall be notified in writing about incorrect quantities and apparent defects within 7 working days after receipt of the goods, hidden defects within the same period of time after becoming aware of them. We shall not accept warranty for defects of which we receive delayed notice.
b) We shall not be liable for public remarks made by us, the producer or its assistant, unless the contractual partner can prove that his decision to buy was influenced by such statements, if we did not know the statement or were not bound to know it, or if the statement had already been corrected at the time the decision to buy was made.
c) We shall not be held liable for defects which limit the value or the efficiency of an object to merely a negligible degree. A defect is in particular considered negligible if the defect will disappear on its own after a short time, or if it can be eliminated by the contractual partner with negligible effort.
d) For defective goods, we shall be entitled to choose between correction of faults or taking back the defective goods against delivery of faultless goods. We shall not be held liable – unless caused by us – for unsuitable or inappropriate use or for misuse of the delivered goods, incorrect assembly and/or commissioning, natural wear and tear, incorrect or negligent care, unsuitable equipment, unsuitable floor, and chemical, electrochemical or electrical influence. Sentence 1 also applies if the operating manual was not adhered to when commissioning. Claims by the ordering customer for damages arising not directly at the goods delivered shall be excluded.
e) In the event of the ordering customer setting us an adequate period of grace, with us letting this period of grace pass without correcting the faults or supplying replacement, or with supplementary performance being impossible, denied by us, by all means unacceptable to the ordering customer, or failing, the ordering customer is entitled to either withdraw from the contract or demand a price reduction.
f) The ordering customer shall, in mutual agreement, grant us the necessary time and opportunity to accomplish any repair and replacements we consider necessary using equitable discretion. Otherwise we shall be exempted from the liability for defects. Only in urgent cases of the operating safety being at risk or to prevent disproportionate damage – in which case we have to be informed immediately, or if we default to correct a defect, shall the ordering customer be entitled to correct the fault himself or have it corrected by a third party and claim reimbursement of the necessary cost from us.
g) Claims for damages and for reimbursement of expenditures will remain unaffected, unless excluded under Number 10.
h) Ordering customer’s claims arising from a defect are subject to a limitation period of one year after the delivery of the goods, and of three months after delivery for second-hand machinery.
i) Liability for normal wear and tear is excluded.
j) The ordering customer’s rights stated in §§ 478, 479 BGB remain unaffected.
10. General Limitation of Liability
Our liability is subject to the terms described herein. All other claims for damages shall be excluded, disregarding the legal basis, unless we can be accused of intent or gross negligence, or we have to assume responsibility for the intent or gross negligence of our statutory representatives or vicarious agents, or the claim for damages results from the infringement of contractual obligations. The liability for damage of life, body or health as well as the liability in line with the product liability law (Produkthaftungsgesetz) remain unaffected.
11. Use of Software
For any software that might be included in the delivery, the ordering customer is entitled to the non-exclusive right to use the software delivered and its documentation. It is placed at the ordering customer’s disposal for use with the designated goods delivered. It is not permitted to use the software on more than one system. The ordering customer shall copy, modify and translate the software only to the extent permitted by law (§§ 69 a et seq. of the German copyright Act UrhG). The ordering customer commits to not removing any manufacturer’s data – in particular copyright signs – or modifying them without explicit prior permission by the supplier. All other rights to the software and the documentation including all copies remain with the supplier and/or the software supplier. Sublicences must not be granted.
12. Place of Fulfilment
Unless otherwise stated in the order form, the place of fulfilment is at the location of the supplier’s head office.
13. Place of jurisdiction and governing law
a) The place of jurisdiction for any claims from business with commercial partners is at the location of the supplier’s head office. We shall, however, be entitled to also sue the ordering customer at his place of general jurisdiction.
b) All contractual relations shall be governed exclusively by the laws of the Federal Republic of Germany, and to the exclusion of the UN Convention on Contracts for The International Sale of Goods. The German version of these Terms and Conditions shall be binding.
14. Partial Voidness, Clearness Clause
a) In the event of individual clauses of these terms and conditions being or becoming ineffective, this shall not affect the legal validity of the other clauses. The ineffective clauses shall be re-interpreted in such way that their purpose can be effectively fulfilled.
b) The headings only serve to increase clearness. They shall not have substantial meaning, and shall above all not represent any final regulation.
General Terms and Conditions valid for:
VEIT GmbH, Justus-von-Liebig Str. 15, D-86899 Landsberg
VEIT Innovation GmbH, Justus-von-Liebig Str. 15, D-86899 Landsberg
VEIT Service GmbH, Justus-von-Liebig Str. 15, D-86899 Landsberg
Brisay Maschinen GmbH, Mittelweg 4, D-63762 Grossostheim/Ringheim
VEIT GmbH Betriebsstätte GTT, Valdorfer Str. 100, D-32602 Vlotho