General Terms and Conditions
§ 1 Scope of application
1. The following General Terms and Conditions shall be the basis for all sales contracts between VETRON TYPICAL EUROPE GmbH,
Clara-Immerwahr-Str. 6, 67661 Kaiserslautern / Germany (VETRON TYPICAL) and other entrepreneurs (Buyers) in the course of business.
2. These General Terms and Conditions as last amended at the time of contract conclusion shall be applicable to all current and future business relations between VETRON TYPICAL and the Buyer, even if this is not expressly agreed upon in the individual case.
3. Deviating general terms and conditions of the Buyer are not accepted, unless VETRON TYPICAL agrees to the applicability thereof expressly and in writing.
§ 2 Quotations
1. The quotations of VETRON TYPICAL are non-binding and subject to change, unless they are expressly marked as being binding or contain a specified time limit for acceptance. The Seller may accept orders or contracts within 14 days after receipt thereof.
2. VETRON TYPICAL will accept the offer by sending a written order confirmation.
§ 3 Prices
1. The prices apply to the scope of services and delivery specified in the order confirmation. Additional and special services will be charged separately. All prices are stated in euro ex works plus packaging, statutory value-added tax and, in case of export shipments, customs duties as well as fees and other public dues.
2. As far as the prices agreed upon are based on VETRON TYPICAL’s list prices and delivery is scheduled to be performed more than four months after contract conclusion, VETRON TYPICAL’s list prices at the time of delivery shall apply (less any discount, either in terms of percentage or a fixed amount).
§ 4 Payment
1. Invoice amounts are payable within 14 days without any deductions, unless otherwise agreed upon. The date decisive for determining the time of payment is receipt thereof by VETRON TYPICAL.
2. Acceptance of bills of exchange and cheques is subject to express prior agreement and will only be conditional. Payment is not deemed to have been performed before the cheque or bill of exchange was honoured. Any fees incurred due to failure to cash in a cheque or bill of exchange shall be borne by the Buyer.
3. If VETRON TYPICAL obtains knowledge of circumstances that could deteriorate the Buyer’s creditworthiness substantially and which could endanger payment by the Buyer of VETRON TYPICAL’s unsettled accounts from the respective contractual relation (including individual orders that are part of the same framework agreement), VETRON TYPICAL is entitled to make the performance of outstanding services or deliveries subject to advance payment or furnishing of security.
§ 5 Offsetting of counterclaims and retaining payments
The Buyer is not entitled to offset counterclaims or retain payments due to such claims, unless such counterclaims are undisputed and have become res judicata.
§ 6 Delivery
1. Deliveries are made ex works.
2. VETRON TYPICAL shall not be liable for delivery that is rendered impossible or delayed due to force majeure or other events that were not foreseeable at the time of contract conclusion (such as for example operational disturbances of all kinds, transport delays, strikes, legal lockouts, difficulties in procuring materials and energy, lack of staff, official measures, incorrect or delayed delivery on the part of suppliers), for which VETRON TYPICAL is not accountable.
3. In case of temporary hindrances, the delivery and performance periods shall be extended or postponed by the duration of the hindrance as well as by an appropriate start-up period thereafter. VETRON TYPICAL will inform the Buyer of the delay immediately after obtaining knowledge thereof.
4. If the delay renders acceptance of the delivery or service unreasonable for the Buyer, the Buyer may withdraw from the contract by immediately declaring rescission towards VETRON TYPICAL in writing.
5. VETRON TYPICAL is only entitled to make partial deliveries, if the Buyer can use the partial delivery for the contractually intended use, delivery of the remaining goods is guaranteed and the partial delivery does not incur additional costs or efforts for the Buyer, unless VETRON TYPICAL declares that it will bear said costs.
§ 7 Place of performance
1. Place of performance for all obligations under this contractual relation shall be Kaiserslautern, Germany; in case VETRON TYPICAL has undertaken to perform assembly services, the place of performance shall be the place, where the assembly is to take place.
2. The risk shall pass to the Buyer at the latest upon handover of the delivery item to the forwarder, carrier or other third party designated to ship the goods. This also applies in cases of partial delivery or if VETRON TYPICAL has undertaken to perform additional services (such as shipment or assembly). If the shipment or the handover is delayed due to circumstances for which the Buyer is accountable, the risk shall pass to the Buyer on the date the delivery item is ready for shipment and VETRON TYPICAL has informed the Buyer thereof.
3. Any storage costs after passing of risk shall be borne by the Buyer. The storage costs for storage by VETRON TYPICAL amount to 0.25% of the invoice amount of the delivery items to be stored per lapsed week. The right to assert claims for and provide evidence of additional or lower storage costs remains reserved.
4. VETRON TYPICAL will only insure the shipment against theft, breakage, transport, fire and water damage or other insurable risks upon the Buyer's explicit request and at the latter's cost.
§ 8 Warranty and liability
1. The warranty period is one year as from the date of delivery. If, in individual cases, the delivery of used goods has been agreed upon with the Buyer, any type of warranty shall be excluded.
2. The delivered items shall be examined carefully immediately after delivery to the Buyer or any third party specified by the Buyer. Deliveries are deemed accepted, if VETRON TYPICAL has received no notification of defects for obvious defects or other defects that were detectable via immediate and careful examination within a period of two weeks after delivery or two weeks after detection of the defect or any other earlier time at which the defect was discernible for the Buyer upon use of the delivery item without further examination. Timely dispatch of the notification is deemed sufficient for meeting this deadline.
3. Upon such request, the defective goods shall be returned to VETRON TYPICAL carriage-free. If the notification of defects is justified, VETRON TYPICAL shall reimburse the costs of the most economic means of transport; this does not apply, if the costs are increased, because the delivery item is located at another place than the place of its intended use.
4. In cases of defect, VETRON TYPICAL is at its choice entitled and obliged to initially either rectify the defect or provide replacement. This choice shall be made within an appropriate period of time. In case this rectification of defect or delivery of a replacement fails, i.e. is impossible, unreasonable for the Buyer, refused by VETRON TYPICAL or unreasonably delayed, the Buyer may rescind the contract or reduce the purchase price by an appropriate amount.
5. The warranty no longer applies, if the Buyer modifies the goods or has these modified by third parties without VETRON TYPICAL's consent and the removal of defects is thus rendered impossible or unreasonably difficult. In any case, the Buyer shall bear any additional costs in connection with removing the defect that were caused by said modification.
6. If VETRON TYPICAL is accountable for a defect, the Buyer may demand compensation subject to the following conditions.
7. VETRON TYPICAL shall not be liable for slightly negligent breach of obligation, unless this pertains to material contractual duties, damage caused by injury to life, body or health or claims based on the Produkthaftungsgesetz [Product Liability Act]. The same applies to any breach of obligation on the part of VETRON TYPICAL’s vicarious agents.
8. In case of gross breach of obligation, VETRON TYPICAL shall only be liable up to the amount of the foreseeable damage that was to be prevented by the obligation that was breached. In case of liability due to slight negligence in terms of paragraph 1, liability shall be limited to the foreseeable damage typical of this type of contract. The limitations of liability shall also apply in favour of TYPICAL’s legal representatives, executive staff and vicarious agents.
9. Obligations, the fulfilment of which is required to achieve the purpose of the contract, are deemed material contractual obligations on the part of VETRON TYPICAL in terms of paragraph 1.
§ 9 Retention of title
1. VETRON TYPICAL reserves title to the delivered goods (reserved goods) until all of VETRON TYPICAL’s current and future claims towards the Buyer under this agreement, regardless of the legal grounds thereof, have been fully settled.
2. In case the retention of title becomes extinct due to resale, the Buyer assigns to VETRON TYPICAL with immediate effect all claims resulting from the resale up to the amount owed.
3. The Buyer shall immediately inform VETRON TYPICAL of any enforcement or execution measures with respect to the reserved goods and submit all the requisite documents to VETRON TYPICAL.
§ 10 Final provisions
1. If both parties are entrepreneurs, legal persons under public law or special funds under public law, the place of jurisdiction for all disputes arising under this contract, is Kaiserslautern, Germany.
2. All claims under this contract are exclusively subject to German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
3. The invalidity of one or several provisions shall not affect the validity of the remaining provisions.
4. All agreements involving a modification, addition or appropriation to this contract require written form to be valid. The same applies to any modification or cancellation of this written form requirement.