General Terms and Conditions
General Terms and Conditions
General terms and conditions
General terms of delivery and payment of Vesch Technologies GmbH, Lich
1 General
- Only the following conditions apply to all our offers, deliveries and sales. By placing the order, the customer agrees with them in full extent. Deviating conditions are only valid with special agreement and written confirmation.
- By modifying or deleting individual conditions, the remaining conditions are unaffected.
- Hereby counter-confirmations of the buyer with the reference to the validity of his business or purchase conditions are contradicted. The only exception is the written confirmation of these conditions in our order confirmation.
- Rights and obligations of the purchase contract may not be transferred to others without our express consent.
- These terms and conditions shall apply until a contrary agreement has been concluded for all present and future business transactions, even if not specifically referred to in a single order placed within the framework of an existing business relationship or if deviating conditions have been agreed for individual transactions.
2 Conclusion of contract
- These general terms of delivery and payment apply to all – also future – contracts for deliveries and other services. Conditions of purchase of the buyer are not recognized even if we do not contradict them again after receipt by us.
- Our offers are non-binding. Oral agreements made by our employees at the conclusion of the contract become binding only upon our written confirmation.
- All our information for the purchased item in the catalog or in the contract negotiations are descriptions of characteristics, no assurances in the legal sense. Unless otherwise expressly stated or referred to in the purchase agreement, we have made no assurances. Any assurances refer exclusively to the faultlessness of the goods themselves, not to the avoidance of consequential damages.
- Decisive for the interpretation of trade terms are the Incoterms 2020 in case of doubt.
3 Prices
- Prices are net ex works plus packaging and other shipping and transport costs. In addition to these prices, the value-added tax applicable on the day of delivery shall be added in the respective statutory amount, as well as the costs for freight and for the packaging necessary for a proper shipment.
- Vesch Technologies reserves the right to change prices even at fixed prices if the agreed delivery times are changed for reasons beyond Vesch Technologies’control. Possible price changes are made based on material, wage and other additional cost increases.
- All non-agreed additional fees or public charges are principle borne by the customer.
- The disposal of the packaging and the costs thereof shall be borne in full by the customer. The same applies to the freight when returning the packaging material.
- If the delivery is delayed because of the request of the customer, he will be charged for all costs incurred and for all future costs due to the delay.
4 Terms of payment
- The purchase price and the fees for ancillary services are due upon delivery of the delivery item. Other agreements shall immediately lapse if the buyer defaults on other claims, or if the uncertainty of his financial situation by bankruptcy, judicial or extrajudicial settlement request, bill or check protest, foreclosure or default of a guarantor or other events according to § 321 BGB become known. In this case, we are entitled to make outstanding deliveries only against advance payment or to withdraw from the contract.
- Checks are only accepted conditional to their redemption and are only considered as cash payment from the time of redemption to Vesch Technologies. If the target is exceeded, default occurs without prior warning and we are entitled to charge default interest in the amount of the usual bank interest for overdraft. The buyer is not entitled to withhold or offset payments for any counterclaims.
5 Execution of deliveries, delivery times and dates
- Our obligation to deliver is conditional to correct and timely self-delivery, unless the incorrect or delayed delivery is our fault.
- If during the construction period regulations or statutory provisions come into force that deviate from the regulations or legal provisions applicable at the time of conclusion of the contract or if Vesch Technologies accepts subsequent requests for changes, the delivery time shall be extended accordingly.
- Details of delivery times are approximate. Agreed delivery periods begin with the date of our order confirmation and are only valid on the condition that all details of the order (in particular technical approvals) are clarified in due time and that all obligations of the purchaser are fulfilled in good time, for example provision of all official certificates, presentation of letters of credit and guarantees or payment of down payments.
- The time of dispatch ex works, or warehouse shall be decisive for compliance with delivery times and dates. They are deemed as complied with when the goods are ready for dispatch if the goods cannot be dispatched in good time without our fault.
- Events of force majeure entitle us to postpone deliveries for the duration of the hindrance and a reasonable start-up time. This also applies if such events occur during an existing default. Force majeure shall be governed by monetary, commercial, political and other sovereign measures, strikes, lockouts, not caused breakdowns by us (e.g. fire, machine and roll breakage, shortage of raw materials or energy), obstruction of traffic routes, delays in importation- or customs clearance, as well as any other circumstances that are without our fault to make the supplies and services significantly more difficult or impossible. It does not matter whether these circumstances occur with us or a subcontractor. If, because of the aforementioned events, the performance of the contract becomes unreasonable for one of the contracting parties, it may declare the termination of the contract.
- A right of resignation due to impossibility and delay can only be exercised to extent that adherence to the contract can not reasonably be expected of him. Claims for damages of the buyer are based on § 13 of the conditions.
6 Retention of title
- We reserve our title to the items delivered and to be delivered in the future (reserved goods) until the buyer meets all our current and future payment claims arising from the business relationship, including a recognized balance in the current account and conditional claims, such as acceptance bills even if payments are made on specially designated claims.
- The buyer is only authorized to install the reserved goods in the proper course of business in a property or building, to connect to a movable property or resell if he is not in default of payment to us and if he already legally assigns to us the future resulting claims and that have already arisen against third parties. If he combines the reserved goods with a movable item in such a way that we become co-owners of the new item, he is obliged in the event of late payment on our request to surrender the item, as far as permissible. If the connection is made in such a way that the object of buyer is the main thing, he is obliged to procure us co-ownership of the new object in the amount of the invoice of the reserved goods. If he sells the new thing, he already assigns to us the resulting claims against third parties for security purposes. He keeps the co-ownership for us.
- The claims arising from the installation, the connection or resale of the reserved goods and already incurred claims against third parties are already now assigned to us as security. This also applies to a credit balance of the buyer from a recognized current account balance with a third party and in the amount of the “causal” credit balance of the buyer in the event of his bankruptcy.
- The buyer remains entitled to collect the claims assigned to us, subject to the revocation of the authorization in the cases mentioned in point 3. Then he is obliged to disclose the assignment to the third party immediately and to give us the information and documents necessary for collection. If the purchaser has or is prohibited from assigning his claims in advance by the third party, he must inform us immediately, if necessary already at the time the contract is concluded. In this case, he is only authorized with our written consent to install the reserved goods.
- If third parties claim the goods subject to retention of title by way of distraint or if transfer of ownership is required, the purchaser informs us immediately and informs the third party of our priority rights.
- If the value of our existing securities exceeds the claims to be secured pursuant to point 1 by more than 20% in total, we are obliged at the request of the buyer to release the additional securities.
7 Partial delivery, continuous delivery
- We determine the shipping route and means as well as the carries and the carrier.
- Goods notified in accordance with the contract that are ready for shipment must be called up immediately, otherwise we are entitled to ship them at the expense and risk of the buyer of our choice or to store them at our own discretion and to charge them immediately.
- If, without our fault, it is impossible to transport on the designated route or to the designated place in the designated time, we shall be entitled to deliver by another route or to another place; the resulting additional costs shall be borne by the buyer. The buyer is given the opportunity to comment beforehand.
- With the handing over of the goods to a freight forwarder or carrier, but at the latest when leaving the warehouse or the delivery plant, the risk, including the seizure of the goods, in all transactions, even in free or home delivery, passes to the buyer.
- The goods are delivered unpacked and not protected against rust. If commercially available, we deliver packed. We provide for packaging, protection and/or transport aids in our experience at the expense of the buyer. We provide for transport insurance only on the instructions and costs of the buyer.
- We are entitled to partial deliveries to a reasonable extent. Industry-standard excess and short deliveries of the completed quantity are permissible.
8 Complaints and warranty
For defects of the goods and for the lack of assured properties, we provide according to the following rules:
- Defects of the goods must be reported in writing immediately, at the latest 7 days after delivery. Defects that can not be discovered within this period, even with the most careful examination, must be reported in writing immediately after discovery, with immediate cessation of any handling and processing.
- In the event of justified, timely notice of defects, we will take back the goods and deliver in their place goods free of defects; instead we are entitled to repair. In case of failure of rectification or replacement, the buyer may demand cancellation of the contract or reduction of the fee.
- All warranty claims are void if the buyer does not give us the opportunity to convince us of the defect immediately or if he does not provide the rejected goods or samples thereof immediately upon request.
- We provide warranty in the same way for the repair and replacement as for the original delivery or service.
- Further claims for conversion or reduction are excluded.
9 Technical advice, reservation of right of modification
- Application use and processing of the purchased goods are the exclusive responsibility of the buyer. The technical advice of the seller in spoken and written is only a non-binding note, including in relation to any intellectual property rights of third parties and does not exempt the buyer from their own examination of the products for their suitability for the intend procedures and purposes. If, however, a liability of the seller comes into questions, then this is limited to the value of the goods delivered by the seller. Design changes are reserved.
10 Warranty for custom-made products
- In the case of custom-made products, we guarantee the design compliant with the drawing, the proper processing, the use of commercially available materials and the functional safety in accordance with our technical documentation.
- The duration of the warranty for new machines (also called “guarantee” or “guarantee period”) is based on the written agreements, in the absence of such the duration is 12 months from date of delivery.
- The duration of the warranty for used machines or demonstration devices(also called “guarantee” or “guarantee period”) is based on the written agreements, in the absence of such the duration is 12 months from date of delivery.
- Electric or pneumatic drives and controls as well as wear parts comply with the VDE or VDMA guidelines, provided that the required maintenance and operating intervals are observed.
- The condition of our warranty is that the defects were not caused by improper handling and storage, temperature effects were not outside the range of ‑10 degrees C to +50 degrees C, the relative humidity was not outside the range of 40% to 70% and no other destructive influences were present. Furthermore, our storage, maintenance, installation and operating instructions must be observed; the necessary measures must be carried out professionally. Proper handling, storage, maintenance and installation must be demonstrated by the purchaser.
- The burden of proof for defects or the absence of warranted characteristics shall be governed solely by the statutory provisions.
11 Patents, copyrights
- Without the express written consent of Vesch Technologies, rights or claims against Vesch Technologies, in particular due to defects in goods delivered by Vesch Technologies or due to breaches of duty committed by Vesch Technologies, may not be transferred in whole or in part to third parties or pledged to third parties.
- If Vesch Technologies has to carry out tests according to drawings or the use of parts provided by the customer, the customer shall be responsible for ensuring that industrial property rights of third parties are not infringed.
- Vesch Technologies shall be entitled to copyrights and, if applicable, industrial property rights to equipment and devices, drafts and drawings designed on its behalf.
- The purchaser guarantees that the experts reports, drawings, lists and calculations, in particular mass and cost calculations, produced within the framework of the order are only used for his own purposes.
12 Drawings
- Documents, drawings and drafts may not be disclosed by the recipient to third parties. Violations will be liable to full compensation.
- If an order is not placed, documents or drawings sent with offers shall be returned or destroyed by the recipient without request.
13 Compensation
- Claims for damages – for whatever legal reason – are excluded. This does not apply to damage caused by intentional or grossly negligent actions. Liability in accordance with the Product Liability Act, liability for culpable breach of material contractual obligations and liability for the absence of warranted characteristics of the goods remain unaffected.
- The obligation to pay compensation in commercial transactions remains limited to typically foreseeable damages. We shall not bear consequential damage caused by a defect, in particular financial losses such as business interruption damage, compensation for loss of profit, recourse claims of the purchaser due to claims for damages by third parties, costs incurred by authorities and the like. This restriction does not apply if the damage was caused by intentional or grossly negligent actions of legal representatives or executive employees.
14 Limitation of liability
- Seller’s liability is based exclusively on the above-mentioned figures. Claims of the purchaser or claims for damages that are not mentioned there, for whatever legal reason, in particular the non-contractual liability and the liability for consequential damages are – as far as legally permissible – excluded. Incidentally, they are limited in height to the value of the delivered goods.
15 Place of performance, Jurisdiction and applicable law
- Unless otherwise agreed, the place of performance is our factory and the place of jurisdiction is Gießen. We can also sue the buyer at his place of jurisdiction.
- All legal relationships of the parties are governed by German law, including the Vienna UN-Convention on the International Sale of Goods of 1980.
- If no agreement can be drawn from this convention, the parties’ contractual and non-contractual legal relationships shall be governed exclusively by the German law of the BGB/HGB.
16 Severability clause
- Should individual provisions of these terms and conditions of purchase be or become ineffective, the remaining conditions shall remain valid. The ineffective clause shall be replaced by a clause corresponding to the meaning of the void clause and the law.
Authorized Managing Directors:
Martin Schunk & Christoph Vetter
Register court: Amtsgericht Gießen
Registration number: HRB 9422
Sales tax identification number according to § 27a UStG:
DE 317320417
Vesch Technologies GmbH
Am Schwanensee 11
D‑35423 Lich
Phone: +49 6404 90798 20
Fax: +49 6404 90798 18
Email: info@vesch-technologies.com
Web: www.vesch-technologies.com
Terms of purchase
Terms of purchase of
Vesch Technologies GmbH
- Conclusion
- These conditions are the content of this purchase contract as well as all future purchase contracts with the supplier. Deviating or conflicting terms of delivery are only recognized if the customer has expressly agreed to them in writing in individual cases.
- Changes, other agreements and side agreements are only valid if the written consent of the customer is present.
- The purchaser is entitled to revoke the order, if the order is not confirmed in writing within five working days after receipt.
- Offer and offer documents
- The supplier must adhere to the inquiry in the offer. In case of deviations, the supplier must explicitly point this out.
- The offer is free of charge and does not create any obligations for the requester. Payment for cost estimates shall only be made by separate agreement.
- We reserve ownership and copyrights to all illustrations, calculations, drawings and other documents. They are to be used exclusively for production based on our order. After order processing, they are to be returned to us unsolicited, unless a confidentiality declaration to the contrary has been made. They may not be made accessible to third parties without our express permission and must be kept secret.
- The supplier shall be liable for all damages incurred by the purchaser as a result of breach of the obligations mentioned in no. 2.3.
- Objects
Models, molds, tools etc. made by the supplier for the execution of the order shall become the property of the purchaser upon payment, even if they remain in the possession of the supplier. These items are to be handed over to the purchaser upon request.
- Orders
- Orders and changes of orders shall be made in writing. In the case of verbal or telephone meetings, the contents are only binding if they have been confirmed in writing.
- The supplier shall immediately check the order for ambiguities, recognizable errors, unsuitability of the specifications chosen by the customer for the intended use and incompleteness. Furthermore, he will inform the purchaser immediately about clarification of the order or necessary changes.
- All orders and order changes must be confirmed in writing by the supplier and treated separately in all correspondence.
- Details in all documents are: Complete order number, date of order and customer’s sign.
- Delivery time and dates
- The delivery time shall run from the day of receipt of our order. The supplier shall immediately inform the purchaser of the duration of the delay, stating the reasons, as soon as the supplier can assume that he will not be able to fulfil his contractual obligations on time, in whole or in part. If this notification is omitted by the supplier, he may not invoke the obstacle against the purchaser.
- The supplier is liable according to the legal regulations, if he does not fulfil within the agreed delivery time. Any agreed contractual penalty in the event of delayed delivery shall remain unaffected in accordance with § 340 para. 2 BGB. Until the due date of the final payment, an agreed contractual penalty may be asserted without this requiring a reservation in accordance with § 341 (3) BGB, § 11 (4) VOB/B.
- Partial deliveries are only accepted after explicit and written agreement.
- Deliveries are made to the following address: Am Schwanensee 11, 35432 Lich.
- Warranty, notice of defects and liability
- The supplier warrants that the delivery item has no defects that are detrimental to its value or suitability, that have the agreed or guaranteed quality, that are suitable for use under the contract, the generally accepted rules of technology, the latest regulations of the authorities, comply with the Equipment Safety Act, the applicable safety requirements and the occupational safety and accident prevention regulations. If the delivery item is completely renewed, the statute of limitations begins again; in case of partial renewal, this applies to the renewed parts. The new beginning of the period of limitation does not occur if the supplier clearly does not act in recognition of his obligation to remedy the defect. If the supplier has assumed a guarantee for the quality or durability of the delivery item, the customer may also assert the claims under the warranty. This does not apply to defects or damage to the delivery item caused by
- improper treatment on the part of the customer
- regular wear and tear
- The purchaser shall immediately notify the supplier of any defects in the delivery item as soon as they have been determined according to the circumstances of a proper course of business. The obligation to complain depends on the circumstances of the individual case but amounts to at least five working days (Mon – Fri) after discovery of the defect and for visible defects at least five working days (Mon – Fri) from delivery.
- Unless expressly agreed otherwise, the statutory limitation periods shall apply.
- The supplier’s warranty also applies to parts manufactured by subcontractors.
- Until replacement, the parts subject to warranty due to the warranty remain at the disposal of the customer and become the property of the supplier by way of replacement.
- If it is not possible to wait for the supplier to remedy the defect due to urgency, or if the supplier fails to do so despite setting a deadline or if the defect has finally been remedied, the purchaser can remedy the defect at the supplier’s expense or resort to the warranty rights pursuant to no. 5.1.
- The supplier’s warranty obligation shall not be affected by the acceptance of the deliveries and services by the customer.
- Insofar as the supplier or his supplier has caused the product defect that triggers the liability, the supplier indemnifies the purchaser against claims arising from the manufacturer’s liability as well as from the product liability law.
- The supplier is otherwise liable in accordance with the statutory provisions.
- The supplier indemnifies the purchaser and his customers against claims of third parties from any infringement of property rights and bears all costs incurred by the purchaser in this connection.
- Tests
If tests are planned for the delivery item, the supplier bears his personal and material test costs. At least one week in advance, the supplier shall notify the purchaser bindingly of the readiness for testing and agree a test date. The purchaser’s personnel testing costs shall be borne by the supplier, unless the delivery item is not presented at the agreed date. If repeated or further inspections are necessary due to detected defects, the supplier bears all material and personnel costs. The supplier bears the material and personnel costs for the material certificates of the primary materials.
- Insurance
- The transport insurance is exclusively concluded by the customer.
- For damages caused by the supplier, his staff or his representative by services rendered, delivered work or property, the supplier shall take out adequate liability insurance at his own expense. Upon request, the coverage amount per damage event shall be proven to the purchaser.
- In the individual case, the conclusion of a special installation insurance in addition to liability insurance according to no. 8.2 is required between the supplier and the purchaser.
- Equipment, machines (etc.) loaned to the customer shall be insured against customary risks. Any further liability of the customer for damage or loss of the provided equipment, machines (etc.) shall be excluded, except in cases of gross negligence or willful commission.
- Shipping instructions, packaging
- For each individual shipment, the supplier must send a detailed dispatch notice separately from the invoice and the goods on the day of shipment. The delivery note and packing slip must be enclosed with the delivery. The name of the shipping company and of the ship must be indicated in the shipping documents and the invoice for shipping. The supplier has to choose the most suitable and cheapest transport options for the purchaser. The order marks and information of the unloading place prescribed by the purchaser must be indicated in full in all delivery notes, packing slips, dispatch notes, bills of lading, invoices and on the outermost packaging.
- In accordance with national and international regulations, the supplier must package, label and ship dangerous goods. In addition to the hazard class, the accompanying documents must also contain the other information specified by the relevant transport regulations.
- Costs incurred by non-observance of these regulations shall be borne by the supplier, who shall also assume liability for any damage. In addition, the supplier is responsible for compliance with these shipping instructions by its subcontractors.
- Shipments which cannot be accepted due to non-compliance with these regulations shall be stored at the risk and expense of the supplier. Furthermore, the purchaser is entitled to determine the condition and content of such consignments. It is not allowed to load tools together with delivery items.
- The obligation to take back packaging is governed by the statutory provisions.
- Prices, calculation
- The agreed prices are fixed prices and exclude additional claims of any kind. Customs and customs formalities as well as costs for packaging and transport are included in these prices unless explicitly stated otherwise.
- The conditions and prices valid on the day of delivery shall apply, even if the supplier improves his conditions or reduces prices in the period between order and delivery.
- Invoice and payment
- Invoices shall correspond in order of text, language and prices to the order. Any additional or reduced services must be separately listed on the invoice.
- Payment deadlines start at the earliest from the receipt of the goods or, in the case of invoicing, from the receipt of the invoice. Payments are due within thirty-day net after receipt of the invoice.
- The payment does not imply acceptance of prices and conditions.
- The time of payment has no influence on the right to complain and the warranty of the supplier.
- Patent infringement
The supplier assumes liability for the fact that licenses, patents and industrial property rights of third parties are not violated by the delivery and use of the delivery items. The supplier bears any license fees.
- Applicable law, interpretation of clauses etc.
- All legal relationships between the parties are governed exclusively by German law.
- Customary clauses shall be interpreted according to the respectively valid Incoterms.
- Jurisdiction agreement
Unless otherwise agreed, the place of jurisdiction is Gießen.
- Severability clause
Should individual provisions of these terms and conditions of purchase be or become ineffective, the remaining conditions shall remain valid. The ineffective clause shall be replaced by a clause corresponding to the meaning of the void clause and the law.
Authorized Managing Directors:
Martin Schunk & Christoph Vetter
Register court: Amtsgericht Gießen
Registration number: HRB 9422
Sales tax identification number according to § 27a UStG:
DE 317320417
Vesch Technologies GmbH
Am Schwanensee 11
D‑35423 Lich
Phone: +49 6404 90798 20
Fax: +49 6404 90798 18
Email: info@vesch-technologies.com
Web: www.vesch-technologies.com