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+49 2451/48 20 80 info@vr-dichtungen.com

Delivery terms

General terms of delivery and payment (ALB)

– For exclusive use in business transactions –

I General information 

  • These terms of delivery and payment (ALB) apply exclusively to entrepreneurs, legal persons of public law or public special funds within the meaning of § 310 Paragraph 1 BGB (German Civil Code). We do not accept any other general terms and conditions – even if delivery is executed without reservations. The terms and conditions shall be considered as accepted at order placement or receipt of goods at the latest. Terms and conditions of the customer differing from our terms of sale shall only be recognized if we expressly agree to the validity in writing.
  • These general terms of delivery and payment also apply to all future business transactions with the customer, insofar as a legal transaction of similar nature is concerned.
  • Even in the case of participation in electronic platforms of the customer and the activation of selection fields to be activated according to the system, there is no legally binding acceptance of the conditions of use or other general terms and conditions.

II Consulting 

  • Any form of advice given both written or spoken, will be provided to the best of our knowledge and on the basis of our experience. Details and information about aptitude and application of our products do not release the customer from his own tests and trials. In particular, the customer is not exempted from the necessity of testing the suitability of our products for the intended purpose. The customer is responsible for complying with the statutory and official regulations when using our products.

III Offer, acceptance and documentation 

  • Orders can be accepted within 4 weeks. Our offers are subject to change if not otherwise stated in the order confirmation. Call orders shall be concluded for a maximum term of 12 months with call order dates and quantities being specified when the order is placed.
  • Orders and any telephone and verbal agreements as well as agreements with our representatives are to be confirmed by us in writing. Orders placed over the phone are executed at the customer’s risk. Invoices or computer printouts, which are designated by us as binding, shall be regarded as written order confirmation. If we do not confirm the order in writing or in text form, the contract is concluded at the latest upon execution of the order.
  • We reserve title and copyright to all documents provided by us. Any disclosure or transfer to third parties shall require our written consent. In the event that the order is not fulfilled, all the documents are to be returned to us without delay on request. Documents belonging to the customer may be disclosed to third parties to whom we intend to sub-contract goods or services.

IV Prices 

  • In principle, our prices are in EURO “ex delivery works” (EXW) plus value-added tax, customs and insurance costs applicable on the date of the delivery. Value added tax (VAT) is stated separately in the invoice. Special packaging shall be invoiced at cost price. The prices apply to the individual order, not backdated or for future orders. Follow-up orders shall be new orders.
  • We reserve the right to increase our prices adequately, in particular to charge the daily prices at the time of delivery if, after conclusion of the contract, there are increases in costs, in particular as a result of wage agreements, market disposable prices or material price increases. These shall be demonstrated to the customer, if so required.

V Scope of delivery, call-offs, measurement methods, data protection 

  • Our order confirmation shall be decisive for the content and scope of the contract. Part consignments shall be permitted as long as they do not result in disadvantages in use. They shall be payable separately on the basis of part invoices. In the event of the customer being in default with payment for a part consignment, we shall be entitled to refuse to fulfil the remainder of the purchase order.
  • Call orders and delivery schedules are subject to written delivery agreements. In case of call orders, we are entitled to procure the material for the entire order and to produce the entire order quantity immediately.
  • For production reasons, we reserve the right to deliver quantities of a maximum of 10% above or below the ordered quantity within the limits of normal industry practice. In the case of small orders, we reserve the right to charge either for a minimum quantity or a minimum lump sum for costs.
  • It is generally not possible to return sold and non-defective goods.
  • Technical modifications shall be permitted if they are deemed to be necessary for production reasons, product update reasons, legislative requirements or other reasons. If the customer becomes aware of changes, the customer must notify us immediately if the customer regards them as unacceptable. Any change requests of the customer can thus no longer be taken into consideration after the order has been placed, unless if this has been expressly agreed.
  • The measuring methods for inspections for which specific temperatures, times and other measuring or control values apply must be agreed and accepted by both parties before the start of deliveries. If no such agreements are made, our measuring methods shall apply.
  • We shall be entitled to process data in accordance with the German Federal Data Protection Law (Bundesdatenschutzgesetz).

VI Delivery time, forces majeures, default 

  • The delivery time or lead time shall commence at the earliest upon dispatch of the order confirmation. The start of the lead time specified by us shall require the prior clarification of all technical matters. Compliance with the lead time shall require the prompt receipt of all documents, permits and approvals to be provided by the customer, the prompt clarification and approval of plans, compliance with the agreed terms of payment and other obligations and the prompt supply of any items to be provided by the customer. Otherwise the lead time shall be extended within reason. The lead times we specify are approximate. Using the requisite duty of care for the conclusion of relevant supply transactions, the lead time is specified subject to the correct and prompt delivery of goods to us. Observance of our supply duties shall require the prompt and correct fulfilment of all cooperation duties on the part of the customer.
  • The lead time shall be deemed to have been met if the consignment is shipped within the lead time or notification has been given that the goods are ready for shipment. If the delivery is delayed for reasons that are the fault of the customer, the lead time shall be deemed to have been met if notification that the goods are ready for shipment is made within the agreed lead time.
  • Unless otherwise agreed for orders on call, we grant a period of 6 months from the date of the order. If this period has elapsed without a call-up being made, we are entitled to invoice the products at our option or to withdraw from the contract. In the case of call orders, the goods are to be called so that the last delivery is made at the latest one year after the receipt of the purchase order by us.
  • War, civil war, export restrictions or trade restrictions resulting from a change in the political situation as well as strikes, lock-outs, operating breakdowns, operational restrictions and similar events which make it impossible or unreasonable for us to fulfil the contract shall be deemed to be forces majeures and shall release us from our duty to deliver the goods promptly. In these cases, we shall be entitled to either extend the lead time by the duration of the forces majeures or to cancel the contract in full or in part. The customer shall not accrue any claims for compensation for the damage suffered as a result. 
  • Our liability in the event of delays caused by intent or gross negligence on the part of ourselves or our representative or agent shall be in accordance with the statutory regulations. In cases of gross negligence, however, our liability shall be limited to the typical, foreseeable damage for this type of contract. Otherwise our liability for compensation in addition to fulfilment caused by delays shall be limited to 10% of the price and for compensation instead of fulfilment to 10% of the value of the goods and/or services. Additional claims by the customer shall be excluded, even after any deadline for fulfilment has been set.
  • If the customer is in default on acceptance of the goods, we will allow a reasonable period of grace at our discretion and are then entitled to rescind the contract and claim damages if applicable. Statutory provisions on the dispensability of a period of grace and the assertion of further claims which we legally hold are not prejudiced hereby.
  • The application to start insolvency proceedings, the submission of an oath of statutory assurance in accordance with § 807 ZPO (German Code of Civil Procedure), the acquaintance of a substantial deterioration in the financial circumstances, other shortages of liquid funds and a delay in payment entitle us to suspend further deliveries up to the regulation of all invoices, to refuse the fulfilment of current contracts and to demand the return of goods that are subject to our reservation of ownership delivered by us as a precaution as well as prepayments for products to be delivered. In these cases, open claims are due for immediate payment.
  • Unless explicitly agreed otherwise, all Incoterms used by us refer to the INCOTERMS 2010 published by the International Chamber of Commerce (ICC).

VII Transfer of risk, transport and packaging 

  • In principle, the agreed delivery method is “ex works”. The delivery is carried out at the risk of the customer, irrespectively of the location from which the goods are dispatched. The risk shall be transferred to the customer as soon as the consignment has been handed over to the person carrying out the transport service or has left our plant for shipment. Even if delivery included has been agreed, shipment shall be at the risk of the customer. If the shipment of the goods is delayed at the request of the customer, the risk shall be transferred to it when we give notification that the goods are ready for shipment. Unless agreed to the contrary in writing, we shall choose the means of transport and the route. In the event of the goods being damaged or lost en route, an inspection shall be carried out immediately and we are to be notified of the results.
  • If the shipment or delivery of the goods is delayed at the request of the customer and notwithstanding our right to provide evidence that our damages were higher, we shall charge storage fees of 1% of the invoice total for every month of part thereof subject to a maximum of 5% of the net total. The customer shall be entitled to provide evidence that we incurred lower damages and we shall be entitled to provide evidence that we incurred higher damages.
  • Return shipments are to be coordinated with us in each case in advance and may only be made using the forwarders engaged by us. The cheapest means of transport is to be used for this purpose, taking transport safety into account.
  • Should a specific mode of transport be prescribed by the customer, any extra charges shall also be borne by the latter.
  • Unless otherwise agreed, we determine the type and scope of packaging. The choice of packaging shall be made using the required care at our discretion. Single use packaging shall become the property of the customer.

VIII Tools and devices 

  • Tools and devices manufactured by us or on our behalf by third parties shall remain our property even if the manufacturing costs are borne wholly or in part by the customer.

IX Retention of title, guarantees and set-off 

  • The delivered products shall remain our property until full payment of all claims arising from the business relationship of the customer with us (for bills of exchange and checks until redemption). The customer is obliged to handle the delivery with care.
  • If the customer breaches the contract, in particular if the customer is in default with payments, we shall be entitled to retake possession of the goods. Our retaking possession or pledging the goods shall not constitute cancellation of the contract unless we expressly confirm this in writing. We shall be entitled to resell the goods and set off the proceeds of this resale against the accounts receivable from the customer, minus reasonable reselling costs. The customer undertakes to treat the goods with care.
  • The customer is entitled to process, blend or combine our products subject to retention with other products in the framework of his regular business operation until this permission is revoked. When processing, we shall be deemed to be a manufacturer and acquire directly (co-)property according to § 950 BGB (German Civil Code) of the manufactured product. In case of mixing or combining, we acquire (co-)property in the proportion of the value of our reserved goods to the new uniform item.
  • Until this permission is revoked, the customer may sell the goods subject to retention of title or the goods produced therefrom within the framework of his regular business operations. Any claims of the customer from reselling the goods subject to retention of title are herewith assigned to us. They serve as security to the same extent as the goods subject to retention of title. We accept the assignment. The customer shall be entitled to collect claims from sales until this permission is revoked by us. We will only revoke the right to resale and to claim receivables if our customer does not properly fulfill his contractual obligations. It also expires without explicit revocation, if the buyer ceases its payments.
  • The customer undertakes at our request to provide us with a precise list of the accounts receivable which are due to us, including the names and addresses of the clients, the amount of the various accounts receivable, invoice dates, etc. and to provide us with all the information required to claim the assigned account receivable and to enable us to check this information as well as to issue to us, at his expense, publicly authenticated documents on the assignment of claims.
  • If the value of the security rights accrued by us exceeds the value of all the secured claims by more than 20%, we shall release an appropriate part of the security rights at the request of the customer.
  • The customer may not pledge the goods or transfer title to them by way of security. In the event of seizures or other action by third parties, the customer must notify us immediately in writing so that we can lodge a lawsuit in accordance with § 771 ZPO (German Code of Civil Procedure) and shall also provide us with all the information and documents required by us to protect our rights. Enforcement officers and third parties are to be notified of our property. If a third party is unable to reimburse us with the court and out of court costs of a lawsuit pursuant to § ZPO (German Code of Civil Procedure), the customer shall be liable for any losses we incur, notwithstanding claims for other compensation relating to the damage, modification or destruction of the goods themselves.
  • The customer hereby declares his consent that the persons assigned by us to collect the conditional commodity for this purpose may enter the property and/or building on/in which the assigned items are located by foot or in vehicles to take possession of the conditional commodity.
  • We have the right to offset our debts against any debts of the customer with all the counterclaims which are due to us against the customer.

X Payments 

  • Unless otherwise agreed, payments shall be due without deduction within 30 days after the date of the invoice. An agreed cash account is granted only under the condition that all payment obligations from previous deliveries are fulfilled. We are not obliged to accept bills of exchange, checks and other promises to pay. Their acceptance shall at all times be on account of performance. All payments are to be made free of charge for us. In case of checks and bills of exchange, the customer shall bear the discount, collection and other bank charges, even without an express agreement.
  • If the purchase price is deferred or partial payments approved or the date of payment exceeded, the customer will be charged interest at the customary bank rate but not less than 2 % p.a. above the then current basic interest rate of the European Central Bank.
  • Payments are initially charged at cost, then at interest and then to the respectively older main claim. The customer waives the right to determine how his payments are to be used.
  • In case of delayed payment, we can demand default interest of 8% p.a. above the respective base interest rate according to § 247 BGB (German Civil Code). Higher default damage can be proved. However, the customer is entitled to prove that no or less damage has occurred.
  • The customer shall only then be entitled to set off or withhold payment if his counterclaim is undisputed or legally established.

XI Industrial property rights 

  • We shall be liable for the infringement of third parties’ industrial property rights in connection with the sale of our goods only if we are accountable for the infringement and if such third parties’ industrial property rights are valid in the Federal Republic of Germany and have been published at the time of delivery.
  • Orders based on drawings, sketches, models, samples or other documents and data provided to us will be performed at the customer’s risk. If a third-party claims in such a case that we are breaching a property right, e.g. through the manufacture or supply of our products, then we shall be entitled without further inspection and subject to our other rights, to refuse the fulfilment of the contract and to discontinue our activity. If, as a result of the execution of such orders, we intervene in third-party property rights, the customer shall indemnify us from third-party claims. The buyer is responsible for further damage.
  • The customer undertakes to inform us without delay of known risks of infringement and alleged infringements.

XII Defects, warranty and limitation 

  • The customer shall be responsible to immediately inspect our products after delivery for discrepancies in quality and quantity and any obvious defects, such as transportation damage, and to send us a written notice with a precise description of the defect within 10 working days from delivery, but in any case, before installation, further processing or resale. A notice of hidden defects is considered to have been submitted in due time if we receive it within 10 working days of such defects having been discovered with a precise description of the defect. The notice of defect shall not exempt the customer from its duty to comply with the payment obligations.
  • If the goods are defective, we shall be entitled at our discretion to rectify the defect or supply replacement goods (supplementary performance) or by crediting the customer within a reasonable deadline to be set by the customer. In the event of remedying the defect, we shall only assume the costs amounting to no more than the remuneration agreed for the consignment. Parts replaced in the course of the rectification of defects shall become our property. Without our prior written consent, the customer shall not be entitled to rectify the defect in his own case or to repair the goods delivered by a third party in urgent cases. If our attempts to rectify the defect or supply replacement goods fail, the customer shall be entitled at its discretion to cancel the contract or reduce the price.
  • Customary deviations (e.g. in quality, colour, strength, weight, equipment or patterning) are reserved unless otherwise agreed. The nature of the goods as defined in our specifications stipulates the features of the supplied item comprehensively and finally. In particular, public statements, extolling or advertising by the seller, manufacturer or their assistants or third parties do not constitute contractual statements on the nature of goods. Our declarations in connection with this contract, e.g. performance specifications, reference to DIN standards etc., do not imply any giving of a guarantee in cases of doubt. What are definitive are only our express written statements concerning the giving of a guarantee. No guarantee will be given of the quality of the item or that the item will retain a particular quality for a particular period of time, as a result of statements made in product descriptions, catalogues and product specifications, subject to their being included as indications of quality within the meaning of § 434 BGB (German Civil Code).
  • There will be no claims for defects in the case of only minor discrepancy from the agreed quality, in the case of only slight impairment of usability. The defect rights of the customer are excluded, as far as the defect is due to an inappropriate or improper use of our products, the failure to observe our installation instructions in our catalogues or our internet presence as well as the guidelines for storage, maintenance and cleaning of rubber products according to DIN 7716, excessive stress and/or natural wear and tear in view of their material substance, in particular with regard to parts that come into contact with workpieces, or to improper modifications, defective servicing or defective and negligent treatment. In relation to repairs made without any legal obligation, the customer will only hold defect claims if expressly agreed.
  • Costs incurred for subsequent performance will be paid by the customer if they are increased because the goods have been moved to a different location after delivery, unless such a move complies with their intended purpose.
  • Claims for recourse against us by the customer in accordance with § 478 BGB (German Civil Code) (proprietor’s recourse) will only exist if the customer and his purchaser have not struck any agreements beyond the statutory claims for defects.
  • If nothing has been expressly agreed to the contrary, the period of limitation for claims and rights relating to defects in our goods is 1 year from supply to the customer. For repairs and replacements, we are liable to the same extent as for the supplied item, this being until the end of the limitation period applying to the original item for defect claims. The limitation periods according to number 7 also apply to all claims against us that are connected with the defect – irrespective of the legal basis of the claim. Insofar as there are claims for damages of any kind against us, which are not related to a defect, the statute of limitations set out in number7 sentence 1 shall apply to them.
  • The statutes of limitations set out in numbers 7 and 8 shall not apply in the event of intent if we have deliberately not mentioned the defect, for compensation claims in the event of death, injury or damage to the health or freedom of a period, for claims under the Product Liability Law, for a grossly negligent breach of duty or if we breach major contract duties.
  • Unless expressly specified to the contrary, the statutory regulations relating to the start of the statute of limitations, the suspension of the period, the suspension and the restart of the periods shall not be affected.

XIII Liability 

  • Our liability in the event of intent or gross negligence on the part of ourselves or our representative or agent shall be in accordance with the statutory regulations. In addition, we shall only accept liability under the Product Liability Law in the event of death, injury or damage to the health of a person or as a result of the culpable breach of major contract duties. Claims for compensation based on a breach of major contract duties, however, shall be limited to the typical foreseeable damage for this type of contract. Even in cases of gross negligence, our liability shall be limited to the typical foreseeable damage for this type of contract unless one of the exceptions set out in sentence 2 of this number 1 applies. In determining the contract-typical foreseeable damage, we may require that suitable consideration be given in good faith, both nature, scope and duration of the business relationship and to the value of the individual item of our products.
  • Liability for damage caused by our products on the customer’s property, for example to other goods, shall be completely excluded, however. This shall not apply if intent or gross negligence applies or in the event of death, injury or health damage to a person.
  • The provisions of numbers 1 and 2 above shall extend to compensation in addition to the goods or services and compensation instead of the goods or services regardless of the legal grounds, in particular as a result of defects, breach of duties from the debt relationship or for illegal actions. It shall also apply to claims for the reimbursement of expenses paid in vain and to our liability for impossibility of performance. The liability for delay is validated by § VI Paragraph 5.
  • Possible compensation claims shall be restricted to the cover of our product liability insurance policy. This shall not apply if liability is mandatory in cases of intent, gross negligence and in cases of death, personal injury and health damage to a person or as a result of claims under the Product Liability Law.
  • If our liability for compensation is excluded or limited, this shall also apply to all claims by the customer due to culpability at the conclusion of the contract, breach of secondary duties or claims on the part of the customer on the basis of manufacturer liability pursuant to § 823 BGB (German Civil Code). The same shall apply in the event of impossibility. If our liability is excluded or limited, this shall also apply to the personal liability of our staff, workers, colleagues, representatives, agents and vicarious agents.
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XIV Rescission 

  • The customer can only rescind the contract in compliance with legal regulations if there has been a breach of obligations for which we are responsible; for defects, legal requirements shall apply. In the case of a breach of duty, the buyer must clarify within a time period set down by us, whether he shall withdraw from the contract due to the breach of duty or whether he insists on delivery.
  • The right of the customer to demand compensation for a mutual contract shall be excluded by such cancellation.
  • In the event of a breach of duty by the customer, particularly in the event of a delay of payment and non-acceptance of the delivery, we shall be entitled to withdraw from the contract and to cancel the service rendered and to claim compensation for damages after the expiry of a reasonable period of time set for the customer. The statutory provisions on the dispensability of setting a deadline and asserting further claims which we are legally entitled to remain unaffected.

XV Secrecy 

  • If the customer comes into contact with business secrets and/or know-how belonging to us during execution of the order, he must maintain secrecy about them and make arrangements to ensure that our protectable interests are not damaged and protectable knowledge is only used in connection with the order or subsequent use of the item itself, which is covered by the order. In particular, the customer bears the burden of proof that the business secrets and/or know-how were already known to him beforehand or were at least obvious to him. The customer is obliged to treat as a business secret all commercial and technical details in connection with the order. He is obliged to keep secret the documents and information even after the respective contract has been completed. Duplication is only permitted in line with business requirements and copyright provisions. Disclosure to third parties is only possible with our written consent.

XVI Items supplied by the customer 

  • If the customer submits claims due to damage to or destruction of his items supplied to us or given to us for processing, we shall only be liable in the event of intent and gross negligence; there will be no liability for ordinary negligence. Liability does not cover normal wear and tear. The customer must take out external insurance for the necessary amount to cover the items supplied. The customer is responsible for inspecting and guaranteeing the quality (e.g. material, accuracy of measurements, etc.) of products supplied, e.g. raw material, blanks, etc.; we perform no more than an incoming-goods control of quantity and identity and a visual check for obvious transportation damage. We have no obligation to perform any further checks.

 

XVII Compliance 

  • The customer does not have direct or indirect business or other links with terrorists, terrorist groups or other criminal or anti-constitutional organisations. The customer will in particular ensure reasonable organisational measures for the implementation of valid embargoes, the applicable European ordinances on terrorism and fight against crime, as well as the corresponding US-American or other applicable provisions within the scope of this business operation, in particular through appropriate software systems. As soon as the goods have left our respective factory, the customer is solely responsible for compliance with the above-mentioned provisions and will indemnify us from all claims and costs arising from a corresponding legal offense by the customer, its affiliates or employees, representatives or vicarious agents – attorneys’ and advisor’s fees or administrative fees or penalties.
  • The customer is obliged to comply with the foreign trade regulations, in particular the applicable German, European and US Export control regulations.

XVIII Applicable right 

  • Any contract shall be governed solely by the law of the Federal Republic of Germany; application of Uniform UN Purchase Law CISG is excluded.
  • Unless otherwise established under contract or confirmation of order, the place of performance is also set our seat of business. The place of jurisdiction for all disputes arising hereunder shall be Aachen. We also have the right to sue the customer at the court having jurisdiction for his seat of business.
  • If the customer has its company headquarters outside the Federal Republic of Germany, we also have the right that all disputes be decided in accordance with the Rules of Arbitration of the German “Institution für Schiedsgerichtsbarkeit e.V. (DIS)” (German Institution for Arbitration) under exclusion of any state jurisdiction before the beginning of the procedure.
  • If individual provisions in these general terms of delivery should be invalid, this shall not affect the other provisions. Invalid provisions shall be reworded so that they achieve the commercial aim intended by the provision.

 Latest revision: January 2017