General terms and conditions
General Terms and Conditions (as of August 2024)
1.0 General
1.1 In business transactions between companies, these General Terms and Conditions of Sale and Delivery apply to the present contract as well as to framework agreements of the same kind with our customers and customers. All deliveries, services and ancillary services (including all information, advice and repairs, etc.) are made on the basis of these General Terms and Conditions.
1.2 These General Terms and Conditions apply exclusively and without exception. We do not recognise any other terms and conditions that conflict with or deviate from these general terms and conditions or statutory provisions, unless we have expressly agreed to other terms and conditions in writing. This also applies in the event that we have not expressly objected or if we have made deliveries or accepted payments without reservation.
1.3 All agreements, ancillary agreements and contract amendments must be made in writing. Oral or written promises that deviate from our contractual conditions require the written consent of our executive bodies or authorized signatories in a number authorized to represent them in order to be effective. Otherwise, our representatives and employees have no authority to make deviating agreements or grant special conditions.
2.0 Offer and conclusion of contract
2.1 Our offers are always subject to change and non-binding. An agreement is only concluded when we have confirmed the customer order or other order with a handwritten signature (ñ126 BGB) or in electronic form (ñ126a BGB) or have delivered the goods. We also remain entitled to bring about the conclusion of a contract by executing deliveries without reservation or by invoicing deliveries in whole or in part.
2.2 We can accept a contract offer from the customer within two (2) weeks after it has been submitted. Until the end of this period, orders are irrevocable. Our silence does not establish any reliance on the conclusion of a contract. If our order confirmation is received late by the customer, he will inform us immediately.
2.3 If a confirmation letter from the customer deviates from our order confirmation or if it expands or restricts it, the customer will highlight the changes as such.
3.0 Pattern
3.1 All samples or objects marked as samples are non-binding view samples. In the case of a purchase from a sample, deviations are reserved that are customary in the industry or are within the scope of normal production. In the case of delivery of samples, properties of the sample shall not be deemed to be warranted, unless such assurance is expressly specified in the order confirmation.
3.2 All samples must be returned to us within 4 weeks in perfect condition. If the sample is not returned within this time, the purchase price for the sample must be paid in accordance with the price list.
3.3 All information about our products, in particular the illustrations, drawings, weight, dimensions and performance information contained in our offers and publications, is to be regarded as approximate average values. They are not guarantees of quality, but descriptions or markings of the goods. Unless limits for permissible deviations are expressly specified in the order confirmation and designated as such, industry-standard deviations (manufacturing tolerances) are permissible in any case.
4.0 Prices and payment terms
4.1 The prices valid on the day of the order will apply.
4.2 All prices are net prices without VAT, which the customer must pay additionally in their respective statutory amounts.
4.3 Prices include standard packaging. The legally compliant disposal of packaging material of any kind is the responsibility of the buyer after delivery. There are therefore no further obligations for the seller.
4.4 If deliveries are to be made with customs and/or tax privileges, the permit certificate corresponding to the intended use must be submitted to us in good time before delivery. If the permit is not issued or withdrawn, we will deliver the goods taking into account the customs and tax rates applicable on the day of delivery.
4.5 Our delivery is only insured at the express request of the customer and at the expense of the customer.
4.6 Unless otherwise agreed, our invoices must be fulfilled without deduction within (30) thirty days of invoicing (date of invoice). For payments received within (8) eight days of the invoice date, we grant a 3% discount, and if payment is received within 14 days, we grant a 2% discount. This regulation applies accordingly when participating in the direct debit procedure.
4.7 A discount is excluded for foreign deliveries, repairs and other outstanding invoices of the customer. In the case of collection from the factory or warehouse with immediate payment, a discount is only granted from a net value of EUR 250.00.
4.8 If payment deadlines are exceeded, especially in the event of late payment, we are entitled to charge interest in the amount of the statutory provisions.
4.9 From the second reminder onwards as well as in the event of unjustified discount deductions, we may charge a processing fee of EUR 20.00. The buyer has the right to prove that the actual damage is significantly lower.
4.10 In the event of default of payment, protest of bills of exchange and suspension of payment by the customer, we may demand immediate payment of our entire claim ╨ including any receivables arising from circulating bills of exchange ╨ regardless of the agreed due date. This also applies if we become aware of circumstances that give rise to reasonable and substantial doubts about the solvency or creditworthiness of the customer, even if these circumstances already existed at the time of conclusion of the contract but were not or should not have been known to us. In all the cases mentioned, we are also entitled to execute outstanding deliveries only against advance payment or security and, if the advance payment or security is not made within two weeks, to withdraw from the contract without setting a new deadline. Further claims remain unaffected.
4.11 The withholding of payments on account of or the set-off with counterclaims by the customer are only permissible if these counterclaims are undisputed or legally established.
5.0 Deliveries and delivery dates
5.1 The agreed delivery and performance dates presuppose the clarification of all technical questions, the existence of the necessary permits and documents as well as compliance with the obligations of the Purchaser until then.
5.2 We only owe the delivery from our own production. If the production is not sufficient to supply all customers, we are entitled to allocate the deliveries proportionately.
5.3 In detail, the following conditions apply:
Domestic: Delivery is free of charge at our discretion, except for orders under EUR 500.00 net value of goods, where the delivery is freight collect from the factory.
Abroad: We reserve the right to make special delivery agreements for deliveries abroad.
5.4 Partial, additional or reduced deliveries are permissible insofar as they are reasonable for the customer, taking into account customary tolerances. The same applies to early deliveries. This is the case, for example, if partial deliveries are advantageous for logistical and packaging reasons, or if individual items in a total order are temporarily undeliverable.
5.5 If the customer culpably violates a duty to cooperate, we are entitled, without prejudice to other claims, to demand compensation for the resulting damage, including all additional expenses.
5.6 First deliveries to new customers are made by cash on delivery or prepayment. Subsequent deliveries will also be made by cash on delivery or prepayment until satisfactory information about the creditworthiness is available at our discretion.
5.7 In the case of delivery periods and dates that have not been expressly agreed, the customer may only set us a reasonable deadline for delivery in writing three weeks after the expiry of this delivery period/delivery date. We can only be in default upon expiry of this period.
5.8 In the event of delay in delivery or impossibility ╨ for whatever reason ╨ we shall only be liable for claims for damages of any kind in accordance with Section 12 of these Terms and Conditions
6.0 Transfer of risk and acceptance
6.1 Shipping and transport are always at the risk of the customer, unless delivery free of charge has been agreed. The risk of accidental loss and accidental deterioration, even in the case of partial deliveries, passes to the customer as soon as the shipment has been handed over to the person carrying out the transport or has left our warehouse for shipment or our factory in the case of delivery from the factory.
6.2 If the shipment of the delivery is delayed for reasons for which the customer is responsible, risk will be transferred with notification of readiness for shipment to the customer. From this point on, the Customer shall pay the Seller storage costs for the period of storage of the purchased items in accordance with the usual costs for such storage or forwarding services at the Seller's registered office.
6.3 In the case of an agreed acceptance, the customer must carry out the acceptance within two (2) weeks of our notification of readiness for acceptance. If this does not happen, the acceptance shall be deemed to have taken place. Acceptance shall also be deemed to have taken place when the delivery is put into use.
7.0 Drop shipments
7.1 In the event that we deliver directly to a customer of the customer after agreement with the customer (drop shipment), the customer must ensure that the customer takes possession of the delivered goods as his agent.
7.2 The customer is responsible for ensuring that he and his customer comply with all legal and official regulations. The customer is obliged to indemnify us against all customs duties, duties and penalties triggered by his or his customers' actions or omissions upon first request. This does not apply if the customer can prove that he is not at fault.
8.0 Ownership
8.1 The objects of the supplies ("Goods") shall remain our property until all claims to which we are entitled against the purchaser arising from the business relationship have been satisfied.
8.2 The customer is obliged to store the reserved goods separately from other items of the customer or third parties as well as to treat them with care and to insure them at his expense against burglary, breakage, fire, water and other damage at replacement value and to prove this to us upon request. The customer already authorizes us to pursue all compensation claims under these insurances.
8.3 During the existence of the retention of title, the customer is prohibited from pledging or transferring title by way of security. A disposal of the goods subject to retention of title is only permitted in the ordinary course of business of the customer. As a precautionary measure, the Purchaser assigns to us all claims arising from the resale of the goods subject to retention of title. The customer is hereby authorized to collect the claim. If the goods subject to retention of title are sold by the customer together with other goods not sold by us, the assignment of the claim from the resale shall only apply to the amount of the resale value of the goods subject to retention of title in each case. If the receivable from the resale by the purchaser is placed in a current account relationship with its customer, it shall be replaced by the recognised balance in the amount of the resale value of the goods subject to retention of title after the current account receivable has been offset. In the event of the sale of goods in which we have co-ownership shares, the assignment of the claim shall apply in the amount of the corresponding resale value of these co-ownership shares.
8.4 We are entitled to revoke the authorization to sell the goods subject to retention of title and the authorization to collect them if the customer is in default of payment or disposes of the goods subject to retention of title outside the ordinary course of business, or if a significant deterioration in the customer's financial circumstances becomes apparent after the conclusion of the contract, which jeopardizes a claim on our part, in particular in the event of a cessation of payments by the customer or an application for the opening of insolvency proceedings over the assets of the customer. In the event of a revocation of the collection authorization, we are entitled to demand that the customer immediately notify the transferred claims and name their debtors, provide all information necessary to assert the claims, release the relevant documents and inform the debtors of the transfer.
8.5 The customer is only entitled and authorized to resell if it is ensured that the claims to which he is entitled are transferred to us.
8.6 Processing or transformation of the reserved goods is always carried out for us as the manufacturer, but without any liabilities arising for us. If the goods subject to retention of title are combined by the customer with another movable item in such a way that they become an essential part of a uniform item, we acquire co-ownership of the uniform item, even if the other party is to be regarded as the main item, in proportion to the value of the goods delivered by us with retention of title to the value of the other item at the time of the connection. The invoice values of the related goods are decisive. In this respect, the customer shall store the new item for us with commercial care.
8.7 If the value of the collateral available to us exceeds the secured receivables by more than 20% in total, we are obliged to release collateral at our discretion at the request of the customer.
8.8 In the event of default of payment by the customer, we shall be entitled, after exercising the right of withdrawal, to demand the temporary surrender of the goods subject to retention of title for security purposes at the customer's expense. This also applies if the customer behaves in breach of contract with regard to the goods subject to retention of title.
9.0 Material defects, warranty and obligation to complai
9.1 The customer is obliged to carefully inspect the delivered goods ╨ even if samples had previously been sent ╨ immediately upon arrival for completeness and regularity. Delivery is deemed to have been approved if a notice of defects has not been received in writing by us within 7 days of receipt of the goods at the place of destination, or if the defect was not recognizable during the inspection, within 7 working days of its discovery. Timely dispatch by the customer is sufficient to meet the deadline.
9.2 We owe only goods of average nature and quality. Quality characteristics of samples or samples, analytical data or specifications are only characteristics of the purchased item if they have been agreed in writing. We do not provide any guarantee of quality or durability.
9.3 Transport damage must be reported to the freight forwarder; in this respect, the notification obligations of the General German Freight Forwarding Conditions apply.
9.4 We reserve the right to carry out a review. We only bear the costs of the inspection if the customer can prove that a defect exists. Otherwise, we are entitled to demand reimbursement of the costs of the inspection from the customer. In the event of any notice of defects, we have the right to inspect and inspect the goods in their unchanged condition. In the event of a justified and timely notice of defects, we will carry out a free repair or replacement delivery at our discretion. However, we are entitled to refuse supplementary performance in accordance with the statutory provisions. Unless otherwise agreed, the place of subsequent performance is our registered office.
9.5 If we do not comply with the obligation to remedy the defect, the customer may, at his discretion, withdraw from the contract or reduce the price after he has given us a reasonable period of time, unless this is dispensable under the statutory provisions.
9.6 Further claims for damages and reimbursement of expenses by the customer due to or in connection with defects or consequential damages, regardless of the legal grounds, shall only exist in accordance with the provisions of Section 12. In this case, too, we are only liable for the typical and foreseeable damage.
9.7 A warranty is excluded if any defects are due to the fact that our operating or maintenance instructions have not been followed, changes have been made to the products, parts have been replaced or consumables have been used that do not correspond to the original specifications.
9.8 Warranty claims against us expire no later than 12 months after delivery of the goods to the customer or the place of delivery named by the customer.
9.9 In the event of fraudulent concealment of a defect or the assumption of a quality guarantee, the claims of the customer are based exclusively on the statutory provisions.
9.10 We participate in dispute resolution proceedings before a consumer dispute resolution board.
10.0 Take-back of goods
10.1 In the event of a return of goods to which there is no legal entitlement, we will issue credit notes. The amount of the credit note depends on the condition of the goods and their loss of value. In any case, we can charge 15% of the original delivery price for our efforts.
11.0 Change in the customer
11.1 Our customers are obliged to notify us immediately if they change their company, change their registered office or change their business or company form.
12.0 Claims for damages, reimbursement of expenses
12.1 In the event of slight negligence, we shall only be liable for all claims against us for damages and reimbursement of expenses due to breach of duty for which we are responsible, regardless of the legal grounds, in the event of a breach of essential obligations that jeopardizes the purpose of the contract. In all other respects, our liability for slight negligence is excluded.
12.2 In the event of liability according to Clause 1 and liability without fault, we are only liable for the typical and foreseeable damage. The assertion of useless expenses by the customer is inadmissible.
12.3 In the event of slight negligence, we are only liable for damage caused by delay in the amount of up to 5% of the purchase price.
12.4 The customer decides on the use of the goods and other services supplied by us on his own responsibility. Unless we have confirmed in writing specific properties and suitability of the products for a contractually determined purpose, application technology advice is in any case non-binding. We are also only liable in accordance with No. 1 for a consultation that has been given or omitted and which does not relate to the nature and usability of the delivered product.
12.5 The exclusion of liability pursuant to No. 1 to 4 shall apply to the same extent for the benefit of our organs, legal representatives, executive and non-executive employees and other vicarious agents.
12.6 The provisions pursuant to No. 1 to 5 do not apply insofar as we are held liable under the Product Liability Act if there is liability for injury to life, limb or health, if a quality guarantee is assumed or if a defect is fraudulently concealed.
12.7 All claims for damages and reimbursement of expenses against us expire 12 months after delivery of the goods, in the case of tortious liability from knowledge or grossly negligent ignorance of the circumstances giving rise to the claim or the person liable for compensation. This does not apply in the case of intent and in Nos. 6.
13.0 Prescription
13.1 The limitation period for claims and rights due to a defect in quality or title (damages instead of or in addition to the performance, claims for reimbursement of expenses, reduction, rescission or subsequent performance) is one (1) year.
13.2 By way of derogation, the statutory limitation period applies in the case of injury to body, life or health, claims under the Product Liability Act and breaches of duty committed through gross negligence or intent.
13.3 Repair or replacement delivery is generally carried out by us as a gesture of goodwill and without acknowledging a legal obligation. An acknowledgment with the consequence of a new start of the limitation period only exists if we expressly declare it to the customer. With the exception of an expressly declared acknowledgment, no new limitation period begins with rectification or replacement delivery. The statutory provisions on suspension, new start and interruption shall remain unaffected.
14.0 Force majeure
14.1 If the performance of a contract is impaired by force majeure or circumstances for which we are not responsible, which are not foreseeable at the time of conclusion of the contract even with the application of reasonable care, in particular due to partial or general mobilization, war, civil war, acts of war or war-like acts or conditions, imminent danger of war, state interventions or controls in the context of the war economy, monetary and trade policy measures, or other sovereign measures, official or political arbitrary acts, riots, terrorism, natural disasters, accidents, labour disputes, significant operational disruptions (e.g. fire, machine or roller breakage, lack of raw materials or energy) of not only short-term duration, epidemics, obstructions to transport routes or other unusual delays in transport, in each case of not only short-term duration, - the contractual obligations of the parties shall be suspended and the deadlines and deadlines provided for the execution of the deliveries shall be extended accordingly, regardless of whether these circumstances arise with us, a supplier or subcontractor. The customer undertakes to negotiate with us about a corresponding adjustment of the contract with regard to the other contractual conditions (in particular contract price).
14.2 Insofar as an adjustment of the contract as a result of force majeure is not economically justifiable, both parties have the right to withdraw from the contract. Statutory rights of withdrawal and termination regulated in these terms and conditions remain unaffected.
14.3 Without prejudice to paragraphs 1 ╨ 2 above, we shall not be liable for any delay or other breach in the performance of our contractual obligations caused directly or indirectly by the outbreak of the coronavirus or the ongoing pandemic (COVID 19) and the corresponding measures ("Corona Crisis"). However, we will take commercially reasonable measures to limit the potential impact of the crisis on the performance of our contractual obligations. At our request and after notifying the customer, our contractual obligations are suspended as long as the Corona crisis or its effects or aftermath prevent or delay the performance of the contract. Delivery times are extended accordingly. If the suspension as a result of the Corona crisis exceeds a period of more than 90 days, both parties have the right to withdraw from the contract.
15.0 Confidentiality
15.1 The customer undertakes to disclose know-how and trade secrets that he learns from us in the course of the performance of the respective contract and all know-how that is not generally known ("Information"), to keep it secret from third parties and to oblige its employees accordingly.
15.2 Excluded from the obligation in Section 1 are information that (a) was demonstrably already known to the B-Provider at the time of conclusion of the contract or is subsequently lawfully disclosed by a third party; (b) which are in the public domain at the time of conclusion of the contract or are made public thereafter, unless this is based on a breach of this contract; (c) which must be disclosed by law or by order of a court or authority.
15.3 The confidentiality obligation shall continue to apply for ten (10) years after the execution of the respective contract.
16.0 Economic sanctions and export controls
16.1 The fulfilment of the contract by us is subject to the proviso that there are no obstacles to the fulfilment due to national or international regulations of foreign trade law as well as no embargoes and/or other sanctions.
16.2 When passing on the delivery items delivered by us or the other services provided by us to third parties at home and abroad, the customer must comply with the applicable provisions of national and international (re-)export control law. In any case, he must comply with the (re-)export control regulations of the Federal Republic of Germany and the European Union.
16.3 If necessary for export control checks, the Purchaser shall immediately provide us with all information on the final recipient, final destination and intended use of the delivery items delivered by us or the other services provided by us, as well as any related export control restrictions.
16.4 The Purchaser shall fully indemnify us against all claims asserted against us by authorities or other third parties due to the Purchaser's failure to comply with the above-mentioned export control obligations and undertakes to compensate us for all damages and expenses incurred by us in this context, unless the Purchaser is not responsible for the breach of duty. This does not involve a reversal of the burden of proof.
17.0 Final provisions
17.1 The relationship between us and the customer is subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
17.2 The place of performance for all liabilities arising from the delivery business is Haan/Rheinland. The place of jurisdiction for all disputes in connection with the delivery business is, at our discretion, Mettmann or the registered office of the customer, for claims by the customer exclusively Mettmann. Statutory provisions on exclusive jurisdiction shall remain unaffected.
17.3 Our current data protection information applies, which can be found at www.visaton.de are available. If you have any questions about data protection, please contact our data protection officer.