Terms and Conditions of Vaihinger GmbH
1. Scope of application
1.1 The following terms and conditions of sale and delivery apply exclusively to companies, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). They apply to all sales, deliveries and other services, including consulting services, provided by Vaihinger GmbH (hereinafter referred to as the ‘User’) to third parties (hereinafter referred to as ‘Customers’).
1.2 The customer's general terms and conditions shall only apply if they have been expressly accepted in writing by the user. The user's terms and conditions of sale and delivery shall also apply if the user does not expressly object to conflicting terms and conditions of the customer or carries out deliveries or services without reservation.
1.3 These terms and conditions shall also apply to all future transactions with the customer. They can be viewed at any time on the homepage www.sanomat.com or can be sent on request.
2. Offers and conclusion of contract
2.1 Offers made by the user are non-binding and subject to change until written order confirmation. After an order has been placed by the customer, which is to be regarded as an offer in accordance with § 145 BGB (German Civil Code), this can be accepted by the user within 2 weeks. Acceptance is effected by written confirmation or unconditional execution of the commissioned service. The user reserves the right to make minor deviations from the offer that do not jeopardise the purpose of the contract and are technically necessary, even after confirmation of the order.
2.2 The following special provisions apply to the conclusion of a contract via the spare parts shop on the user's homepage:
a. Orders via the shop are only possible with prior approval. Approval is given manually in order to exclude orders from consumers.
b. The customer can select products from the user's range and collect them in a so-called shopping basket by clicking on the ‘Add to basket’ button or by directly entering the item number. By clicking on the ‘Place order’ button, the customer submits a binding request to purchase the goods in the shopping basket. Before submitting the order, the customer can change and view the data at any time. However, the request can only be submitted and transmitted if the customer has accepted these contractual terms and conditions by clicking on the ‘Accept Terms and Conditions’ button.
c. The user then sends the customer an automatic confirmation of receipt by email, in which the customer's order is listed again and which the customer can print out on request. The automatic confirmation of receipt does not constitute a binding acceptance of the contract. It serves only to document the receipt of the order. The contract is only concluded when the user submits a declaration of acceptance. This takes the form of an order confirmation or unconditional delivery and performance. The transmitted data is stored in accordance with the provisions of the GDPR.
2.3 Prices are only valid once the order has been placed in full and executed. Packaging and shipping costs will be calculated within this framework.
2.4 Technical data, including weight and dimensional specifications, as well as other information contained in the sales documents, are only approximate unless exact conformity is required for the product to be used for the contractually intended purpose. This information does not constitute a guarantee, in particular no guarantee of quality or durability.
2.5 Assurances, subsidiary agreements, changes and additions to deliveries and services require the written confirmation of the user to be effective.
2.6 If deliveries are to be made to or payments made with countries outside the European Union or countries associated with the European Union, each contracting party shall have the right to withdraw from the contract if the delivery or payment is affected by a restriction on foreign trade. If similar obstacles exist for a customer from countries outside the European Union or countries associated with the European Union, each party shall also have the right to withdraw from the contract.
2.7 If a delivery or payment transaction with countries outside the European Union or countries associated with the European Union involves special risks or hardships that were not foreseeable at the time the contract was concluded, each contracting party shall also have the right to withdraw from the contract. If similar risks or hardships exist for a customer from countries outside the European Union or countries associated with the European Union, each contracting party shall also have the right to withdraw from the contract.
3. Documents provided
The customer shall ensure that, without the prior written consent of the user, the offer provided to them is not disclosed to third parties, either in whole or in part, including in edited form. Calculations, plans and documents provided remain the property of the user. The user reserves ownership rights, copyrights, trademark rights and other industrial property rights to drawings, workpieces, models, software, illustrations, documents and other aids. These may only be made accessible to third parties or used or reproduced by the customer itself or by third parties within the scope of its own business activities with prior written consent. If no contract is concluded, these documents must be destroyed immediately or returned to the user.
4. Customer's obligations to cooperate
4.1 The customer shall provide the user with all documents and information necessary for the execution of the order in a correct, complete and timely manner. If incorrect or incomplete information leads to incorrect or incorrect deliveries and/or unexpected implementation problems, the user is entitled to withdraw from the contract. Work already performed by the user shall be remunerated.
4.2 If deliveries are made in accordance with drawings, samples or other information provided by the customer and if this infringes the patent, design, trademark or similar rights of third parties, the customer shall indemnify the user against any claims by third parties.
4.3 If the customer is in default of acceptance or culpably violates other obligations to cooperate, the user shall be entitled to charge for the damage incurred, including any additional expenses. Further claims shall remain reserved.
5. Delivery times and contract fulfilment
5.1 The user is entitled to make partial deliveries and provide partial services, provided that these constitute complete parts of the subject matter of the contract that are usable for the customer.
5.2 Deadlines and dates for deliveries and services promised by the user are only approximate, unless a fixed deadline or date has been expressly agreed in writing. Delivery times and dates are deemed to have been met if the goods have left the factory/warehouse by the end of the delivery period or if readiness for dispatch has been notified.
5.3 An agreed or promised delivery time is subject to the correct and timely delivery to the user. If the user has ordered goods or materials from a supplier at the time of the written order confirmation and if this order is to be used for onward delivery to or processing for the customer, the user may withdraw from the contract if he himself is not supplied or is not supplied correctly. This right of withdrawal does not apply if the user is at fault with regard to the selection of the supplier.
5.4 Subsequent requests by the customer for changes or additions to the services or deliveries shall extend the delivery time to a reasonable extent. The same applies in the event of unforeseeable events beyond the user's control, such as force majeure, export and import bans, strikes and lockouts. This also applies if such circumstances occur at the user's subcontractors. The user shall inform the customer immediately of the occurrence of such a delay. If the aforementioned circumstances make delivery or performance permanently impossible or unreasonable, the user shall be released from the delivery obligation, provided that he has notified the customer of this immediately. If, as a result of the delay, the customer can no longer be expected to accept the delivery or service, he may withdraw from the contract by immediately notifying the user in writing.
5.5 If an agreed service cannot be performed on the agreed date due to circumstances for which the customer is responsible, the risk shall pass to the customer at the time when the notification of readiness for delivery is received by the customer. Any storage costs shall be borne by the customer.
5.6 If an agreed service cannot be performed on the agreed date due to circumstances not covered by clause 4.4 for which the user is responsible, the customer may only withdraw from the contract after setting a deadline of three weeks, combined with a threat of rejection, has expired without success.
5.7 Unless otherwise agreed in writing, loading and shipping shall be carriage forward, uninsured and at the customer's risk, ex works of the user. The user's obligation to deliver shall be suspended as long as the customer is in arrears with a liability arising from the business relationship.
5.8 The user points out that it is obliged to take back the transport packaging in accordance with the statutory provisions, but that it is not responsible for the costs associated with the return transport.
5.9 The user is entitled to make deliveries and provide services only against full advance payment or security if the customer is a first-time customer, a delivery abroad has been agreed or the user becomes aware of circumstances that appear to significantly reduce the customer's creditworthiness. If advance payment or security is not provided after a reasonable period of time has been set, the user is entitled to withdraw from the contract.
5.10 If, by individual agreement between the parties, the goods are to be inspected under special conditions, acceptance shall take place, as far as possible, at the user's factory. All associated costs shall be borne by the customer.
6. Prices and terms of payment
6.1 Unless otherwise agreed in writing, our prices are ex works (EXW according to Incoterms 2020), excluding packaging and plus value added tax at the applicable rate. Ordered samples are to be paid for in full, unless expressly agreed otherwise.
6.2 Unless a fixed price has been agreed, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or more after conclusion of the contract. This reservation shall not be waived by any exceeding of the delivery period.
6.3 Payment of the purchase price must be made exclusively to one of the accounts specified on the order confirmation or invoice. Discounts are only permitted if specifically agreed in writing. The purchase price is payable in EURO; the exchange rate risk is borne by the customer.
6.4 Unless otherwise agreed, the purchase price is payable immediately upon invoicing. Any bank charges incurred for transfers and other payment transactions shall be borne in full by the customer.
6.5 Cheques or bills of exchange shall only be accepted on account of payment. The user is entitled to charge all collection fees incurred. Any invoice in this regard is due immediately. The user is under no obligation to accept cheques or bills of exchange.
6.6 A fee of €75.00 plus VAT and any transport costs incurred will be charged for cost estimates relating to repairs. The fee will be waived if the repair or new purchase is commissioned. If warranty rights are recognised by the user, these costs will also be waived.
6.7 The minimum order value is €50.00 excluding shipping costs and VAT. If we nevertheless accept such an offer, a minimum quantity surcharge of €10.00 will be charged. The order value and minimum quantity surcharge together may not exceed €50.00 (excluding shipping costs and VAT).
6.8 If the customer is in default of payment, the user may charge interest on outstanding payments at a rate of 6 percentage points above the respective base rate. We reserve the right to assert a higher actual loss due to default and further legal rights.
6.9 Payments made by the customer will first be credited against reminder fees and interest incurred and then against the oldest debt. The user is entitled to demand advance payments or security deposits or to make all claims arising from the business relationship immediately due and payable if there is a significant deterioration in the customer's creditworthiness or if the customer is in default of payment. This does not apply in the case of default of payment with regard to a minor claim in relation to the order volume with the customer.
6.10 The customer may only offset a counterclaim or assert a right of retention if the counterclaim is based on the same contractual relationship.
7. Warranty for defects
7.1 If the delivered items are defective in a way that negates or reduces their value for normal use or use as specified in the contract, and if the cause of the defect already existed at the time of transfer of risk, warranty claims for third-party products must first be asserted against the manufacturer. Warranty claims for third-party products can only be asserted against the user if the manufacturer refuses to provide warranty, delays it unreasonably or is unable to do so. In the case of own products, the customer can initially only demand rectification. At the user's discretion, a replacement delivery may be made instead of rectification. If the rectification or replacement delivery fails at least twice, the customer may either demand a reduction in price (abatement) or withdraw from the contract. The repair or replacement delivery shall not incur any costs for the customer. If the customer makes an unjustified complaint, they shall reimburse the user for the costs incurred because the user has to check their warranty obligation.
7.2 The warranty shall lapse if the customer modifies the delivery item or has it modified by third parties without the user's consent and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the customer shall bear the additional costs of remedying the defect incurred as a result of the modification.
7.3 Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences that are not assumed under the contract.
7.4 Unless longer periods are mandatory by law, claims for defects shall become time-barred twelve months after the transfer of risk or, if acceptance is required, after acceptance. The user shall be liable for replacement deliveries and repairs until the expiry of the limitation period applicable to the original delivery item. Negotiations regarding the existence or scope of warranty claims shall not result in a suspension of the limitation period.
7.5 Any defects must be reported to the user immediately, but no later than 8 days after receipt of the goods. In this case, hidden defects must be reported within 3 days of their discovery. If notification is not made in good time, the customer can no longer assert any warranty rights with regard to the reported defect.
8 Retention of title
8.1 Deliveries by the user are subject to retention of title. Ownership is only transferred once the user's payment claims from the delivery have been fulfilled.
8.2 The delivered goods remain the property of the user until all claims arising from the business relationship with the customer have been paid in full. This shall also apply if the user has included individual or all invoices in a current invoice and the balance has been struck and acknowledged. In relation to these customers, a demand for surrender shall not be deemed a withdrawal from the contract.
8.3 Prior to the transfer of ownership, the pledging or transfer by way of security of the delivered items is prohibited. Resale is only permitted in the ordinary course of business. In the event of resale, the customer hereby assigns to the user its purchase price claim against the purchaser in the amount of the purchase price. The user accepts this assignment. The customer is authorised to collect the claim on behalf of the user until revoked by or cessation of his payments to the user. If goods subject to retention of title are resold in connection with goods or items owned by third parties, the claim against the purchaser shall be deemed assigned in the amount of the purchase price agreed between the user and the customer. If items subject to retention of title are seized, the customer must notify the user immediately and also immediately notify the pledgee of the retention of title.
8.4 The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, they are obliged to insure it adequately at their own expense against theft, fire and water damage at replacement value. If maintenance and inspection work has to be carried out, the customer must notify the user in good time and bear the costs thereof.
8.5 The processing or transformation of the purchased item by the customer is always carried out in the name and on behalf of the user. In this case, the customer's expectant right to the purchased item shall continue to apply to the transformed item. If the purchased item is processed with other items not belonging to the user, we shall acquire co-ownership of the new item in proportion to the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportional co-ownership to us and holds the resulting sole ownership or co-ownership in safekeeping for us. To secure our claims, the customer also assigns to us any claims against third parties that accrue to him through the combination of the goods subject to retention of title with a piece of land; the user hereby accepts this assignment.
8.6 If the customer is in default of payment in whole or in part, if they suspend payment or if there are otherwise justified doubts about their solvency or creditworthiness, they shall no longer be entitled to dispose of the items even in the ordinary course of business. The user shall then be entitled to demand information about the recipients of the goods, to notify them of the transfer of the claims to the user and to collect the customer's claims against the recipients of the goods.
8.7 The user undertakes to release the securities to which it is entitled at the customer's request if their value exceeds the claims to be secured by more than 20%.
9 Liability
9.1 Subject to the following provisions, claims for damages or reimbursement of expenses by the customer, regardless of their legal basis, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, are excluded.
9.2 The limitations of liability pursuant to clause 8.1 above shall not apply
a. if the cause of the damage is based on intent or gross negligence on the part of the user or its representatives or vicarious agents, whereby compensation for gross negligence shall be limited to the foreseeable damage typical for this type of contract,
b. in the event of a culpable breach of essential contractual obligations, the fulfilment of which is essential for the proper execution of the contract and on the fulfilment of which the customer may rely, in which case the compensation shall also be limited to the damage typical for this type of contract and foreseeable at the time of conclusion of the contract,
c. in cases of mandatory liability under the Product Liability Act, as well as in cases of damage resulting from injury to life, limb or health,
d. insofar as the material defect was fraudulently concealed or, in exceptional cases, a guarantee of quality or durability (§ 443 BGB) was given in writing.
9.3 Claims for damages arising for the customer on the occasion of or in connection with the delivery of the goods shall become time-barred twelve months after knowledge or grossly negligent ignorance of the damage and the person who caused it, and regardless of knowledge or grossly negligent ignorance, five years after their occurrence. In the cases referred to in clause 8.2, the statutory periods shall apply.
10 Miscellaneous
10.1 The customer shall dispose of the delivery item at its own expense and in accordance with the statutory provisions at the end of its use. To this end, the customer shall indemnify the user against any statutory take-back obligations and related claims by third parties.
10.2 The above indemnification claims of the user pursuant to clause 9.1 shall not expire before the expiry of 12 months after the final termination of use of the equipment. The limitation period shall only commence after receipt of written notification of the termination of use of the equipment by the user. In the event of the delivery item being passed on to commercial third parties, the customer is obliged to also oblige these third parties to dispose of the equipment properly after the end of use, to bear the associated costs and, in the event of further transfer, to impose a transfer obligation. Violations shall result in the customer being obliged to take back, dispose of and bear the costs of the delivery item in question.
10.3 Amendments or additions to contractual relationships based on these terms and conditions must be made in writing. This also applies to any amendment or waiver of this written form clause.
10.4 The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
10.5 If there are different language versions of these general terms and conditions, only the English language version shall be effective. The other language versions are for information purposes only. The English language version of essential German laws can be found at:https://www.gesetze-im-internet.de/Teilliste_translations.html
10.6 The place of jurisdiction for all disputes arising from or in connection with this contract shall be Limburg an der Lahn. However, the user may also assert claims at the customer's legal place of jurisdiction. Exclusive places of jurisdiction remain unaffected by this. The place of performance for claims arising from this contract shall be the user's place of business.
10.7 The contract concluded in accordance with these terms and conditions shall remain binding in its remaining parts even if individual points are legally invalid. Invalid provisions shall be replaced by the contracting parties with valid provisions that come as close as possible to the intended purpose. The same applies in the event of a contractual loophole.