Terms and Conditions

Terms and Conditions > PDF Downloads /span>

General Terms and Conditions of Sales and Deliveries

§ 1 Validity
(1) All deliveries, services and offers of VRI GmbH, Dr.-Adolf-Schneider-Straße 7, D-73479 Ellwangen (hereinafter referred to as “Seller”) shall be effected exclusively on the basis of these General Terms and Conditions of Delivery. These are an integral component of all contracts which the Seller concludes with its contractual partners (hereinafter also referred to as “Client)” pursuant to the deliveries or services which it offers. They shall also apply to all future deliveries, services or offers rendered on behalf of the Client, even if they should not be agreed upon separately again. (2) Any Terms and Conditions of the Client or of any third parties shall not apply, even if the Seller should not have contracted their applicability separately in an individual case. Even if the Seller should make reference to a letter that contains the Terms and Conditions of the Client or of a third party or makes reference to the same, this shall not signal consent to the validity of those Terms and Conditions.

§ 2 Offer and Conclusion of Contracts
(1) All offers submitted by the Seller are subject to change and non-binding, inasmuch as they have not been explicitly characterised as binding or unless they should contain a specified deadline for acceptance. The Seller may accept orders or commissions within fourteen days after receipt. (2) The sole criterion for the legal relationships between Seller and Client shall be the purchasing contract concluded in writing, including these General Terms and Conditions of Delivery. Said contract shall completely reproduce all agreements reached between the contractual parties pursuant to the object of the contract. Oral assurances given by the Seller before the conclusion of this contract shall not be legally binding and oral agreements between the contractual parties shall be replaced by the written contract, unless it may be explicitly derived from them in a particular case that they shall continue to be binding. (3) Supplements and amendments to the agreements reached including to these General Terms and Conditions of Delivery shall require the written form in order to attain validity. With the exception of the managing directors or holders of powers of attorney the employees of the Seller shall not be entitled to conclude any deviating agreements. The sending by telefax or email shall be deemed sufficient to satisfy the written form requirement. (4) Any details provided by the Seller pertaining to the item of the delivery or the service (e.g. weights, measures, consumption values, capacity, tolerances and technical data) as well as our representations of the same (e.g. drawings and illustration) are approximations only, unless their usage for the purpose provided for in the contract should presuppose precise conformity. These are not guaranteed characteristics but descriptions or designations of the delivery or service. Deviations that are customary in the industry and deviations resulting from statutory provisions or which represent technical improvements and the replacement of component parts by equivalent parts are permissible inasmuch as they should not impair usage for the purpose provided for in the contract. (5) The Seller retains its right of ownership or copyright to all offers and cost estimates it may submit as well as to any drawings, illustrations, calculations, prospectuses, catalogues, models, tools and any other documents and aids it may supply to the Client. Without the explicit consent of the Seller, the Client may not make either these items themselves or their contents available to third parties, publish them, use them either itself or through the agency of third parties or reproduce them. It shall be required to return any such items fully to the Seller at the request of the Seller and to destroy any copies it might have made should they no longer be required for it in the course of its every day business or if negotiations should not lead to the conclusion of a contract.

§ 3 Prices and Payment
(1) The prices shall apply to the scope of deliveries and services listed in the order confirmation. Additional or special services shall be charged separately. The prices are to be understood as being in EUROs ex works plus packaging, the statutory rate of VAT and, in the case of exports, customs dues, fees and other public charges. (2) Inasmuch as the prices agreed upon are based upon the Seller’s list prices and the delivery is not to be effected until after a period of more than four months has passed since the conclusion of the contract, the Seller’s list prices valid at the time of delivery shall apply (in each case after subtracting any percentage or fixed rebates that might have been agreed upon). (3) Invoice amounts shall be payable within thirty days without any deduction inasmuch as nothing to the contrary should have been agreed upon in writing. The decisive criterion for the date of the payment shall be the date of its receipt by the Seller. Cheques shall only be considered to represent payment upon their redemption. Should the Client fail to pay upon maturity, interest shall be payable on the outstanding amounts from the date of maturity onwards at a rate of 9% p. a.; the assertion of higher rates of interest and other claims in case of default shall remain unaffected. (4) Offsetting against counterclaims held by the Client or the retention of payments due to any such claims shall only be permissible should said counterclaims be undisputed or have been legally established. (5) The Seller shall be entitled to effect or perform outstanding deliveries or services only against advance payment or if sureties have been provided, should it, subsequent to the conclusion of the contract, become aware of circumstances that are of a nature likely to considerably reduce the creditworthiness of the Client and due to which the payment of the Seller’s outstanding receivables by the Client from the respective contractual relationship (including any such from individual orders to which the same framework contract applies) is endangered.

§ 4 Delivery
(1) Deliveries shall be effected ex works, Wilhelm-Maybach-Straße 4, D-73479 Ellwangen. (2) Deadlines and dates proposed by the Seller for supplies and services shall be deemed merely approximate in all cases. Inasmuch as dispatch has been agreed, the delivery deadlines and delivery dates shall refer to the time and the handing over of the goods to the carrier, freight forwarder or any other third party commissioned with the transport. (3) The Seller may – irrespective of its rights from default on the part of the Client – require from the Client an extension of the deadlines for supplies and services or a deferment of said deadlines by that period of time in which the Client fails to fulfil its contractual obligations towards the Seller. (4) The Seller shall not be liable for the impossibility of effecting delivery or for any delays in delivery that are caused by Force Majeure or are to be attributed other events that could not have been predicted at the time of the conclusion of the contract (i.e. operational disruptions of any kind, difficulties in procuring material or energy, transport delays, strikes, legal lockouts, a lack of labour, energy or raw materials, difficulties in the procurement of necessary official permits, regulatory actions or missing, incorrect or unpunctual deliveries from our own suppliers) and for which the Seller does not bear the responsibility. Inasmuch as such events should make it considerably more difficult or even impossible for the Seller to perform the delivery or service and the hindrance is of a not merely temporary nature, the Seller shall be entitled to rescind the contract. In the case of hindrances of a temporary nature the deadlines for the supply or service shall be prolonged or deferred by the period of the hindrance plus an appropriate lead-time period. Inasmuch as the Client, owing to the delay, can no longer be reasonably expected to accept the supply or service, he may rescind the contract by way of an immediate written declaration addressed to the Seller. (5) The Seller shall only be entitled to effect partial deliveries if:  The partial delivery is useful to the Client in the context of the intended contractual purpose,  The supply of the remaining ordered goods is guaranteed and  The Client should not incur any considerable extra expenditure or additional costs (unless the Seller should declare its readiness to assume those costs). (6) Should the Seller be in default with a delivery or service or should it be impossible for it to perform the service or delivery for no matter what reason, the Seller’s liability shall be restricted to compensation in accordance to the criterion of § 8 of these General Terms and Conditions of Delivery.

§ 5 Place of Fulfilment, Dispatch, Packaging, Transfer of Risk
(1) The place of fulfilment for all obligations arising from the contractual relationship shall be D-73479 Ellwangen (Jagst), inasmuch as nothing to the contrary should have been stipulated. Should the Seller also owe the installation of the goods, the place of fulfilment shall be that place where the installation is to be effected. (2) The type of despatch and packaging shall be at the due discretion of the Seller. (3) The risk shall be transferred to the Client at the latest upon the handing over of the items of delivery (whereby the commencement of the loading procedure shall be decisive) to the carrier, freight forwarder or any other third party commissioned with the implementation of the transport. This shall also apply in cases in which partial deliveries are effected or the Seller should also have assumed other services (e.g. dispatch or installation). Should the dispatch or handing over be delayed due a circumstance for which the Client bears the responsibility, the risk shall be transferred to the Client on that day on which the item of delivery is ready to be dispatched and the Seller has notified the Client hereof. (4) Warehousing costs incurred after the transfer of risk are to be borne by the Client. If the storage should be performed by the Seller, the warehousing costs shall amount to 0.25% of the invoice value of the items of delivery being stored for each full week. The rights to assert and provide proof of further or lower storage costs remain unaffected. (5) The consignment shall only be insured by the Seller at the explicit wish of the Client and at the latter’s costs against theft, breakage, transport, damage caused by fire and water or any other insurable risks.

§ 6 Warranty, Material Defects
(1) The warranty period shall be 6 months from delivery or, inasmuch as a final acceptance inspection should be necessary, from the time of acceptance. (2) The items supplied are to be carefully inspected without delivery after having been delivered to the Client or any third party stipulated by the latter. They shall be deemed to have been accepted should the Seller not have received a written notification of evident defects or of defects that were detectable in the course of an immediate and careful inspection within five working days of the delivery of the item in question or, in the case of hidden defects, within five working days of their discovery. At the demand of the Seller, the delivered item being objected to is to be returned to the Seller carriage paid. (3) In the event of material defects in the items delivered the Seller shall be, at its own choice to be made within a reasonable amount of time, at first obliged and entitled to effect either rectification or a substitute delivery. (4) Should a defect be the result of culpability on the part of the Seller, the Client may, under the conditions defined in § 8, demand compensation. (5) In the event of defects in components made by other manufacturers which the Seller cannot rectify for either licensing law or actual reasons, the Seller, at its own discretion, shall either assert its warranty claims against the manufacturers and suppliers for the account of the Client or cede any such claims to the Client. In the event of such defects grounds for warranty claims against the Seller shall only be given under the other conditions and according to the criteria of these General Terms and Conditions of Delivery should the enforcement of the above-mentioned claims against the manufacturers and suppliers in a court of law have been unsuccessful or, for example due to insolvency, appear hopeless. For the duration of the legal dispute the statute of limitations shall be suspended regarding the respective warranty claims held by the Client against the Seller. (6) Warranty shall be forfeited should the Client, without the consent of the Seller, alter the item of delivery itself or cause it to be altered by third parties and the rectification of the defect have been rendered impossible or unreasonably difficult as result. In any the case the Client shall have to bear any increased costs for the rectification of the defect incurred as a result of the alteration. (7) Any delivery of second-hand items that may have been agreed upon with the Client in an individual case shall be effected under the exclusion of any liability whatsoever for material defects

§ 7 Protected Rights
(1) The Seller, in accordance with the criteria of this § 7, guarantees that the item delivered is free from any industrial property right or copyrights of any third parties. Each contractual partner shall notify the other contractual partner without delay in writing should any claims be asserted against it due to the violation of any such rights. (2) In the event that the item of delivery should violate an industrial property right or copyright held by a third party the Seller shall, at its own discretion and at its own costs, alter or substitute the item of delivery in such a way that no third party rights are violated any longer but the item of delivery nonetheless continues to fulfil its contractually agreed functions or it shall procure the right of usage for the Client by way of the conclusion of a licensing contract. Should it not succeed in doing so within a reasonable period of time the Client shall be entitled to either rescind the contract or reduce the purchasing price by a reasonable amount. Any compensation claims held by the Client shall be subject to the restrictions of § 8 of these General Terms and Conditions of Delivery. (3) In the event of any legal violations caused by products of other manufacturers delivered by the Seller, the Seller, at its own discretion, shall either assert its warranty claims against the manufacturers and pre-suppliers for the account of the Client or cede any such claims to the Client. In such cases grounds for claims against the Seller shall only be given should the enforcement of the above-mentioned claims against the manufacturers and suppliers in a court of law have been unsuccessful or, for example due to insolvency, appear hopeless.

§ 8 Liability for Compensation
(1) The Seller shall be liable for compensation – regardless of the legal grounds – for wilful intent and gross negligence. In cases of slight negligence the Seller shall only be liable for: a) damage resulting from the violation of life, the body or heath, b) damage resulting from the violation of an essential contractual obligation (an obligation the fulfilment of which renders the orderly implementation of the contract possible in the first place or upon the fulfilment of which the contractual partner may place its trust on a regular basis); in such cases the supplier’s liability shall be restricted to the compensation for foreseeable damage typical for this type of contract, but restricted to a maximum of € 5,000,000.00 per case of damage (according to the present sum insured under its product liability or liability insurance policy). Liability in accordance with the Product Liability Act is unaffected by this. (2) Liability for consequential damage is excluded.

§ 9 Reservation of Proprietary Rights
(1) The Seller reserves its proprietary rights to the sold and delivered contractual objects until such time as all current and future claims held by the Seller against the Client arising out of the current contractual relationship have been settled in full. (2) Until such time as the secured claims have been settled in full, the items that are subject to the reservation of proprietary rights may neither be pledged to third parties nor be assigned as securities. The Client shall be obliged to inform the Seller in writing without delay, if and inasmuch as third parties should access goods that are under the ownership of the Seller. (3) The Client is entitled, however, to sell on and/or further process those contractual products that are subject to the reservation of proprietary rights in the normal course of its daily business. The following stipulations shall apply additionally in such cases. a) The reserved proprietary rights shall be extended to those products and the full values thereof that are created by the processing, blending or combining of the Seller’s contractual products, whereby the Seller shall be deemed the manufacturer. Should, in the event of processing, blending or combining the products with goods of third parties, the proprietary rights of those third parties continue to exist, the Seller shall acquire co-ownership of the new item proportionate to the invoice values of the processed, blended or combined goods. Additionally, the same shall apply to the product being crested as to the goods delivered subject to the reservation of proprietary rights. b) The purchaser assigns at this point in time already any claims against third parties that might arise from the selling on of the goods or new product in their entirety or up to the amount of the co-ownership share held by the Seller in accordance with the previous paragraph to the Seller by way of security. The Seller accepts the assignment. c) The Client shall remain entitled to collect the receivable as well as the Seller. The Seller undertakes not to collect the receivable itself as long as the Client complies with its payment obligations towards the Seller, is not in default of payment, no application for the opening of insolvency proceeding has been filed and no other deficiency in its performance capability is given. d) Should the realisable value of the securities exceed the claims held by the Seller by more than 10 %, the Seller shall, at the request the Client, release securities at its own (the Seller‘s) discretion.

§ 10 Final Stipulations
(1) The Court of Jurisdiction for any disputes arising from the business relationship between the Seller and the Client shall, at the discretion of the Seller, be either D-73479 Ellwangen or the Client’s headquarter. For any suits filed against the Seller D-73479 Ellwangen shall be the exclusive Court of Jurisdiction. Mandatory legal stipulations pursuant to exclusive courts of jurisdiction shall remain unaffected by this regulation. (2) The relations between the Seller and the Client shall be subject exclusively to the laws of the Federal Republic of Germany. The United Nations Convention on the International Sale of Goods dated April 11th 1980 (CISG) shall not apply. (3) Should any one or more of the stipulations of this contract be or become invalid or null and void either partially or wholly, or should this agreement contain any loopholes, the validity of the remaining stipulations of this contract shall remain unaffected by this. The contractual parties already agree at this point in time that any invalid clause or any clause that becomes invalid during the implementation of this contract shall be replaced by one that comes closest to the invalid clause from an economic point of view.