General Terms and Conditions of Delivery and Payment of Vesch Technologies GmbH, Lich

1 General

• The following terms and conditions apply exclusively to all our offers, deliveries and sales; By placing the order, the customer agrees to these in full. Deviating conditions are only valid by special agreement and written confirmation;
• Amendments or deletion of individual conditions shall not affect the remaining conditions;
• We hereby object to any counter-confirmations by the buyer with reference to the validity of his terms and conditions of business or purchase; The only exception is the written confirmation of these conditions in our order confirmation;
• Rights and obligations arising from the purchase contract may not be transferred to others without our express consent;
• These Terms and Conditions shall apply to all present and future business transactions until otherwise agreed, even if no specific reference is made to them when an individual order is placed within the framework of an existing business relationship or if deviating terms and conditions have been agreed for individual transactions;

2 Conclusion of contract

• These General Terms and Conditions of Delivery and Payment apply to all – including future – contracts for deliveries and other services; The Buyer’s terms and conditions of purchase shall not be recognized even if we do not expressly object to them again after receipt;
• Our offers are subject to change. Verbal agreements made by our employees upon conclusion of the contract shall only become binding upon our written confirmation;
• All of our information on the purchased item in the catalog or during contract negotiations are descriptions of properties, not warranties in the legal sense; Unless otherwise expressly stipulated or referred to in the purchase contract, we have not given any assurances. Any warranties refer exclusively to the absence of defects in the goods themselves, not to the avoidance of consequential damage.
• In case of doubt, the Incoterms 2020 shall be decisive for the interpretation of trade terms;

3 Prices

• Prices are net ex works plus packaging and other shipping and transportation costs; In addition to these prices, the statutory value added tax applicable on the day of delivery as well as the costs for freight and for the packaging required for proper shipment shall be added;
• Vesch Technologies reserves the right to change prices, even for fixed prices, if the agreed delivery times are changed for reasons for which Vesch Technologies is not responsible. Possible price changes are based on increases in materials, wages and other ancillary costs.
• All ancillary fees or public charges not agreed shall be borne by the customer;
• The disposal of the packaging and the costs for this shall be borne in full by the customer; The same applies to the freight when returning the packaging material;
• If delivery is delayed at the request of the customer, he shall be charged for all costs incurred and arising from the delay;

4 Terms of payment

• The purchase price and the fees for ancillary services shall be due for payment upon handover of the delivery item; Agreements to the contrary shall immediately lapse if the Buyer is in default of payment with other claims against us, or if we become aware of the uncertainty of his financial situation due to bankruptcy filing, judicial or extrajudicial composition application, bill or check protest, foreclosure or default of a guarantor or other events pursuant to Section 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 subject 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 reminder and we are entitled to charge default interest in the amount of the usual bank interest for overdrafts; The Buyer shall not be entitled to withhold or offset payments due to any counterclaims;

5 Execution of deliveries, delivery periods and dates

• Our delivery obligation is subject to correct and timely delivery to us, unless we are responsible for the incorrect or delayed delivery;
• If regulations or statutory provisions come into force during the construction period which deviate from the regulations or statutory provisions applicable at the time of conclusion of the contract or if Vesch Technologies accepts subsequent change requests, the delivery period shall be extended accordingly;
• Delivery times are approximate. Agreed delivery periods shall commence on the date of our order confirmation and shall only apply subject to the timely clarification of all details of the order (in particular technical approvals) and the timely fulfillment of all obligations of the Buyer, such as the provision of all official certificates, the provision of letters of credit and guarantees or the payment of down payments.
• The time of dispatch ex works or ex warehouse shall be decisive for compliance with delivery periods and deadlines; They shall be deemed to have been complied with upon notification of readiness for dispatch if the goods cannot be dispatched on time through no fault of our own;
• Events of force majeure entitle us to postpone deliveries for the duration of the hindrance and a reasonable start-up time; This shall also apply if such events occur during an existing delay; Force majeure shall include currency, trade, political and other sovereign measures, strikes, lockouts, operational disruptions for which we are not responsible (e.g. fire, machine and roller breakage, shortage of raw materials or energy), obstruction of transport routes, delays in import/customs clearance, as well as all other circumstances which make deliveries and services significantly more difficult or impossible through no fault of our own. It is irrelevant whether these circumstances occur with us or a sub-supplier; If, as a result of the aforementioned events, the performance of the contract becomes unreasonable for one of the contracting parties, it may declare the contract avoided;
• The buyer may only exercise his right to withdraw from the contract due to impossibility and default to the extent that he cannot reasonably be expected to adhere to the contract; Claims for damages by the Buyer shall be governed by § 13 of the Terms and Conditions;

6 Retention of title

• We reserve our title to the items delivered by us and to be delivered in the future (reserved goods) until the buyer has fulfilled all our current and future payment claims arising from the business relationship, including a recognized debt balance in the current account and conditional claims, for example from acceptor’s bills of exchange, even if payments are made on specially designated claims;
• The buyer is only authorized to install the reserved goods in a property or building in the ordinary course of business, to combine them with a movable item or to resell them if he is not in default of payment to us and if he already now assigns to us the resulting and already accrued claims against third parties with legal effect; If he combines the reserved goods with a movable item in such a way that we become co-owners of the new item, he shall be obliged, in the event of default of payment, to return the item to us at our request, insofar as this is permissible; If the combination takes place in such a way that the buyer’s item is the main item, the buyer is obliged to provide us with co-ownership of the new item in the amount of the invoice amount of the reserved goods; If he sells the new item, he hereby assigns to us the resulting claims against third parties as security; He shall hold the co-ownership for us;
• The claims against third parties arising from the installation, combination or resale of the reserved goods and which have already arisen are hereby assigned to us as security; This also applies to a credit balance of the buyer from a recognized current account balance vis-à-vis a third party and in the amount of the “causal” credit balance of the buyer in the event of his insolvency.
• The purchaser shall remain entitled to collect the claims assigned to us, subject to revocation of the authorization in the cases specified in point 3; He is then obliged to immediately disclose the assignment to the third party and to immediately provide us with the information and documents necessary for collection; If the buyer has been or is prohibited by the third party from assigning his remuneration claims in advance, he must inform us of this immediately, if necessary when the contract is concluded; In this case, he shall only be authorized to install the reserved goods with our written consent;
• If third parties claim the reserved goods by way of seizure or if assignment as security is demanded, the buyer shall inform us of this immediately and inform the third party of our priority rights;
• If the value of our existing securities exceeds the amount of the security provided in accordance with Art. point 1 by a total of more than 20%, we are obliged, at the buyer’s request, to release the securities exceeding this amount;

7 Partial delivery, continuous delivery

• We determine the shipping route and means as well as the forwarder and carrier;
• Goods notified as ready for dispatch in accordance with the contract must be called off immediately, otherwise we shall be entitled to dispatch them at the expense and risk of the buyer at our discretion or to store them at our discretion and to invoice them immediately.
• If transportation on the intended route or to the intended place within the intended time becomes impossible through no fault of our own, we shall be entitled to deliver by another route or to another place; the buyer shall bear the additional costs incurred; The buyer shall be given the opportunity to comment beforehand;
• When the goods are handed over to a forwarding agent or carrier, but at the latest when they leave the warehouse or the delivery plant, the risk, including the risk of confiscation of the goods, shall pass to the buyer in all transactions, including carriage paid or free domicile deliveries;
• The goods are delivered unpacked and not protected against rust; If commercially available, we deliver packaged In our experience, we shall provide packaging, protection and/or transportation aids at the buyer’s expense; We shall only provide transport insurance at the instruction and expense of the buyer;
• We are entitled to make partial deliveries to a reasonable extent; Industry-standard excess and short deliveries of the agreed quantity are permissible;

8 Notice of defects and warranty

We provide a warranty for defects in the goods and for the absence of warranted characteristics in accordance with the following provisions:

• Defects in the goods must be reported in writing immediately, at the latest 7 days after delivery; Defects that cannot be discovered within this period even with the most careful inspection must be reported in writing immediately after discovery, with immediate cessation of any handling and processing;
• In the event of a justified, timely notice of defects, we shall take back the rejected goods and deliver defect-free goods in their place; instead, we shall be entitled to rectify the defect; If the repair or replacement delivery fails, the buyer may demand rescission of the contract or a reduction in the price;
• If the buyer does not immediately give us the opportunity to convince ourselves of the defect, in particular if he does not immediately make the rejected goods or samples thereof available on request, all warranty claims shall lapse;
• We provide the same warranty for the repair and replacement delivery as for the original delivery or service;
• Further claims for rescission or reduction are excluded;

9Technical application advice, subject to change

• Application, use and processing of the purchased goods are the sole responsibility of the buyer; The Seller’s written and verbal advice on technical applications shall only be deemed to be non-binding information, also with regard to any third-party property rights, and shall not release the Buyer from the obligation to test the products for their suitability for the intended processes and purposes; Should the seller nevertheless be liable, this shall be limited to the value of the goods delivered by the seller; We reserve the right to make design changes;

10 Warranty for custom-made products

• In the case of custom-made products, we guarantee execution in accordance with the drawings, proper processing, use of commercially available materials and functional reliability in accordance with our technical documentation;
• The duration of the warranty for new installations (also referred to as “warranty” or “warranty period”) is based on the written agreements. If there are no written agreements, the warranty period is 12 months from delivery;
• The duration of the warranty for used equipment and demonstration units (also referred to as “warranty” or “warranty period”) is based on the written agreements. If there are no written agreements, the warranty period is 6 months from delivery;
• Electrical or pneumatic drives and controls as well as wearing parts comply with the VDE- resp. VDMA guidelines, provided that the required maintenance and actuation intervals are observed;
• The prerequisite for our warranty is that the defects were not caused by improper handling and storage, that the effects of temperature were not outside the range of -10 degrees C to +50 degrees C, that the relative humidity was not outside the range of 40% to 70% and that no other destructive influences were present; Furthermore, our storage, maintenance, assembly and operating instructions must be observed; the necessary measures must be carried out professionally; The buyer must provide evidence of proper handling, storage, maintenance and assembly;
• The burden of proof for defects or the absence of warranted characteristics is based solely on 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 using parts provided by the purchaser, the purchaser shall be responsible for ensuring that the industrial property rights of third parties are not infringed;
• Vesch Technologies is entitled to copyrights and, if applicable, industrial property rights to the systems and devices, designs and drawings designed on its behalf;
• The customer guarantees that the expert opinions, drawings, lists and calculations, in particular mass and cost calculations, produced within the scope of the order will only be used for his own purposes;

12 drawings

• Documents, drawings and drafts may not be disclosed to third parties by the recipient; In the event of infringements, full compensation shall be payable;
• If an order is not placed, any documents or drawings sent with offers must 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 damages caused by intentional or grossly negligent actions; Liability under the Product Liability Act, liability for culpable breach of material contractual obligations and liability for the absence of warranted characteristics of the goods shall also remain unaffected;
• The obligation to pay compensation shall remain limited to typically foreseeable damages in commercial transactions; We shall not bear consequential damages, in particular financial losses such as business interruption damages, compensation for loss of profit, recourse claims of the buyer due to claims for damages by third parties, costs of official claims and the like. This restriction does not apply if the damage was caused by intentional or grossly negligent actions of legal representatives or executives;

14 Limitation of liability

• Seller’s liability shall be governed exclusively by the provisions agreed in the above paragraphs; Any claims of the buyer or claims for damages not mentioned therein, regardless of their legal basis, in particular non-contractual liability and liability for consequential damages, are excluded to the extent permitted by law; They are otherwise limited to the value of the delivered goods;

15 Place of performance, place of jurisdiction and applicable law

• Unless otherwise agreed, the place of performance shall be our works and the place of jurisdiction shall be Giessen; We can also sue the buyer at his place of jurisdiction;
• All legal relationships between the parties shall be governed by German law, including the Vienna UN Convention on Contracts for the International Sale of Goods of 1980;
• If no provision can be derived from this Convention, the contractual and non-contractual legal relations of the parties 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 invalid, the remaining provisions shall remain valid; The invalid clause shall be replaced by a clause that corresponds to the meaning of the invalid clause and the law;

Managing directors authorized to represent the company:
Martin Schunk & Christoph Vetter
Register court: Local court Gießen
Register number: HRB 9422
Sales tax identification number acc. § 27a UStG:
DE 317320417

Vesch Technologies GmbH
Am Schwanensee 11
D‑35423 Lich
Tel.: +49 6404 90798 20
Fax: +49 6404 90798 18
Email: info@vesch-technologies.com
Web: www.vesch-technologies.com

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