of Vereinigte Füllkörper-Fabriken GmbH & Co. KG for contracts with trade professionals
Supplies, services and offers are carried out exclusively on the basis of the following terms of business applicable to all future business relations without further express agreement.
We shall not accept any contradicting terms of business, even if we do not raise any express, formal objection to the validity of other terms of business.
We are hereafter also referred to as the “supplier”, the contracting partner as the “orderer”.
1.) Offer, weights, filling quantity
All offers are exemptible and non-binding. Illustrations, drawings, weight and dimension details as well as calculations are only approximate, unless they are designated as binding in the actual offer. For partial and filling reserves, the orderer shall provide for a corresponding excess charge. The supplier assumes no liability for the conformity of filling quantities ordered and capacities neither of the intended facility nor for breakage, leakage or losses during filling.
Ordered quantities and all related details shall be interpreted according to our data sheet TB01-E in its latest version, obtainable from us by mail, fax or e-mail.
We reserve intellectual property rights and copyrights concerning offers, the enclosed documents, models, cost estimates, drawings, calculations and similar information, even when in electronic form. They shall not be made accessible to third parties.
2.) Contract signing
The contract comes into being only when the supplier confirms the order. The qualities established with this confirmation conclusively determine the properties of the service. Declarations by the supplier in connection with this contract do not include any acceptance of guarantee, in case of doubt.
3.) Prices and payment
Unless otherwise noted, the supplier shall bindingly adhere to the prices included in his offers for 30 days after the offer date. The written order confirmation from the supplier is decisive for binding price determination, provided the order data taken as a basis for the order confirmation remain unchanged. The supplier’s prices are understood ex works, in Euro plus the turnover tax applicable at time of delivery. Prices do not include packaging, insurance or other forwarding expenses, which are billed additionally.
Unless otherwise agreed, the supplier’s invoices are payable 30 days after invoicing without deduction. After the date for payment, the supplier is entitled to charge interest on payments due, at 8% above the respective base rate, and to suspend his services until full payment, subject to assertion of a more extensive claim. The orderer is authorized to offset and withhold only legally valid or undisputed counterclaims.
If, between contract signing and most recent (partial) delivery, more than 12 months go by, and in the interim wages or material prices increase substantially, the supplier is entitled to increase prices by 0.5% for each percent increase in payroll, material or energy expenses.
If payment in a currency other than the Euro is agreed upon for contracts with foreign orderers, and the rate for the foreign currency drops, the supplier is entitled to demand value adjustment for the reductions in value occurring from the time when the contract was signed, to the time of payment.
In addition, the supplier is entitled to withdraw from the contract without prejudice to the right to demand damages – if the orderer does not pay within a reasonable period, seriously and definitively refuses to pay, or does not make payment on a date specified in the contract or within a certain period or where there are particular circumstances – sustained deterioration of the customer’s assets, which justify an immediate withdrawal.
4.) Delivery dates, Obligations
Adherence to agreed delivery dates requires authorizations, necessary documents such as drawings, etc., as well as compliance with the agreed terms of payment. Otherwise, an agreed delivery time or date will be reasonably extended accordingly, unless the supplier is responsible for the delay. Adherence to a delivery time or date is subject to proper, timely self-provision. The supplier shall inform the orderer of imminent delays as soon as possible.
Force majeure releases the supplier from his obligation to deliver as long as it lasts. Force majeure applies if the hindrance is due to an event that cannot be foreseen and prevented by the supplier even with the utmost attentiveness. The supplier is entitled, based on the aforementioned events, either to withdraw from the contract or to claim damages.
If the object of delivery has left the supplier’s factory or warehouse by the end of the agreed delivery period or it has been reported ready for delivery by the supplier, then the delivery period has been adhered to. If acceptance has to take place, except in cases of justified refusal of acceptance, the scheduled acceptance date is decisive and, alternatively, the supplier’s announcement that it is ready for acceptance.
If there is a delay in forwarding or acceptance of the object of delivery for reasons attributable to the orderer, he will be billed within one month after reporting the object’s readiness for forwarding or acceptance.
In case of default, the supplier’s liability for damages is limited to 0.5% for each full week of lateness, but in total not more than 10% of the value of that portion of the entire delivery that cannot be used on time or as per contract due to the delay. More extensive orderer claims are excluded even after expiry of a deadline for performance set for the supplier. In addition, Point 7.c. is applicable to the supplier’s liability.
5.) Transfer of risk, Acceptance
The risk is transferred to the orderer as soon as the object of delivery has left the factory or the warehouse, namely when partial deliveries are made or the supplier has taken on other services such as forwarding expenses or delivery and installation. Acceptance, where applicable, will be decisive for the transfer of risk. It must be carried out without delay on the scheduled acceptance date, alternatively, after the supplier reports its readiness for acceptance. The orderer cannot refuse acceptance because of an unsubstantial defect. If there is a delay or omission of forwarding or acceptance due to circumstances that are not the supplier’s fault, the risk is transferred to the orderer from the day when readiness for forwarding or acceptance is reported.
6.) Retention of title
The object of delivery remains the contractor’s property until all of the contractor’s claims against the client from the business relationship are satisfied.
There is no declaration of withdrawal intrinsic in the supplier’s request for remittal unless such a declaration is expressly made.
7.) Warranty claims
a) Defects of goods
If the orderer intends to demand damages instead of performance, or to correct the defect himself, the correction is considered to have failed only after the second unsuccessful attempt. This does not affect cases where, by law, a deadline is not to be set.
In cases of supplemental performance, the supplier will bear typical freight charges, by land and/or by sea, provided that this is not a disproportionate burden for the supplier.
Minor defects that do not substantially reduce the value or suitability for use of the object of delivery for the purpose specified by the contract are not covered by warranty.
Any right of reduction of the contract price is excluded. Further claims of the orderer are determined by the provisions on liability for damages under the clause with the heading “Liability” (c) below).
b) Defects in law
Insofar as the delivery and use of the object of delivery lead to infringement of trademarks or copyrights in Germany that are the supplier’s fault, then the supplier shall at his own expense provide the orderer with the right to use the object of delivery, or modify the object of delivery in a manner acceptable by the orderer and in such a way that an infringement of trademarks do no longer exist. If this is not practicable under economically reasonable conditions and causes disproportionate expenses, both parties to the contract are entitled to withdraw from the contract.
The obligations due to defects in law exist with respect to the supplier only if
-the orderer fully informs him of any asserted trademark or copyright infringements without delay,
-the orderer supports him in his defense against any asserted claims. This comprises comprehensive and continuing information on the progress of any proceedings, including trials. For this purpose, the orderer shall enable the supplier or consultants specified by him, to review all correspondence along with enclosures and his own business documents that are relevant to trademark or copyright infringement.
In case of doubt, business documents shall be submitted. The supplier in turn undertakes to use acquired knowledge only for defense against claims arising from trademark or copyright infringements. In addition, the orderer undertakes to enable the supplier where necessary to make modifications to the object of delivery to avoid or eliminate the trademark infringement under the preceding section,
-the supplier reserves the right of defensive measures including reaching settlements, whether in court or out of court.
For damage that was not caused to the object of delivery itself, the supplier is only ever liable, regardless of the legal reasons, in the case of intent or gross negligence of the owner, the departments or executive employees, in the case of culpable injury to life and limb or health, in the case of fraudulent concealment of defects or, if the absence thereof was guaranteed, in the case of defects of the object of delivery. This applies only within the scope of the provisions for liability for personal damage or damage to goods as specified in the Product Liability Act.
Should substantial contractual obligations be breached, the supplier is also liable for gross negligence of non-executive employees and basic negligence. The supplier’s liability is however limited to the damages typical of the specific contract and reasonably foreseeable. Further claims are excluded.
8.) Statute of limitations
Regardless of the legal grounds, claims of the orderer against the supplier become barred by limitation within 12 months from successful delivery, or from acceptance in the case of a contract for work. The statutes of limitation apply to claims for damages.
9.) Place of jurisdiction, applicable law, binding force, language, miscellaneous
The contractual relations with the orderer are governed by German law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
For all disputes arising from the contractual relations, proceedings shall be brought before the court that is competent for the supplier’s place of business. The supplier is entitled to sue the orderer in a jurisdiction competent for the latter’s place of business or the latter’s branch office’s place of business.
This supply conditions are written in German and English language. In the event of any ambiguities or discrepancies between the English and /or the German version of this supply conditions, only the German version shall prevail.
If any provision in this supply conditions is or becomes invalid, all other provisions shall remain in full force. The invalid provision(s) shall be substituted by such regulations having an economic effect as similar as possible to the invalid provisions.
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