Terms for business customers
Terms and Conditions of Business for Business Customers
All work carried out on our products for transport, connection, commissioning and regular maintenance must be conducted by qualified, responsible professionals (please observe VDE 0105; IEC 364). The usage of your data for our advertising purposes for similar goods and services is not excluded. You can object to this usage at any time without incurring any costs other than transmission costs according to the basic rates.
1. Acknowledgement of the terms and conditions of sale and delivery
The following conditions apply to all deliveries and services until revoked. Other conditions (e.g. purchasing conditions of the customer) shall not apply even if not explicitly contradicted. Any deviations from these terms and conditions must be agreed upon in writing. The possible invalidity of individual terms and conditions shall not affect the validity of the remaining terms and conditions.
All offers are subject to confirmation. All quotations for special services and deliveries made for the purpose of submitting a special cost estimate, e.g. travel, dismantling, etc. shall be charged to the customer even if the order is not executed or only executed in a modified form.
a) The technical design of the product is the customers’ responsibility. All technical advice and recommendations given by our employees is non-binding. The written order confirmation is decisive for the scope of the delivery. The same applies to orders received by representatives and orders placed/changes made to an order on the telephone or via email.
b) Motors, units, transformers, and parts may not have any defects or faults that are not caused by natural wear and tear if they are returned. The housing in particular must be free from any welded or non-welded breaks and cracks. Returned or replaced motors, units, transformers and parts shall become the property of the contractor without compensation, unless otherwise agreed.
c) Assurances regarding the existence of properties of the goods delivered by the contractor only relate to their quality per se, not to the prevention of consequential damage that could result from a defect. All illustrations, technical data, dimensions, and weights are non-binding for the execution, technical changes are reserved at any time.
d) Parts handed over to the contractor are not insured against fire, theft, transport damage, etc. These risks are to be covered by the customer or are covered by the contractor at the customers’ expense upon request. There is no liability for vehicle contents unless explicitly undertaken.
e) The contractor is entitled to use partner companies as well as subcontractors for the execution of the order without the prior consent of the customer.
4. Prices and Payment
a) The prices are always for delivery ex works at the rates valid on the day of delivery excluding postage, freight, and packaging. If the packaging is provided by the contractor, the costs will be charged. Objections to the invoices can only be accepted if they are made in writing within 8 days of delivery at the latest.
b) For parts delivered in exchange, the invoice price is only final if the main parts of the exchanged object are repairable. The main parts that cannot be repaired will be invoiced at the current price.
c) Payment is to be made concurrently with receipt of the invoice, strictly net. Any other method of payment must be explicitly agreed on in advance. Discount deductions are not permitted. Cheques and bills of payment shall only be accepted on account of payment – not in lieu of payment – after prior agreement. The acceptance of cheques and bills of exchange shall only be deemed to be payment, irrespective of any entry to the contrary on the user’s account, when the cheques and bills of exchange, the latter on the due date, have been finally honoured by the party liable to pay. Credit notes are always issued subject to receipt without loss and on time. Any collection or discount charges incurred shall be passed on. In case of default, the contractor is entitled to interest, at least 1% above the discount rate of the German Federal Bank (Deutsche Bundesbank). Delay of payment results in a delay of delivery.
d) Offsetting claims which are not recognised or legally established by the contractor are excluded. The customer waives the assertion of rights of retention.
e) In case of a default of payment, suspension of payment, or initiation of composition or bankruptcy proceedings against the assets of the customer, the full invoice amount is due immediately. In the event of a default of payment, any previously agreed discounts shall not be granted. The customer shall bear the risk of loss or deterioration of the service during the period of default.
f) An appropriate advance payment can be demanded for extensive material costs and long-term work. If the delivery and/or service is charged to a third party upon request of the customer, the customer is nevertheless liable for correct and punctual payment. “The contractor is entitled to take direct action against the customer in case of default of the third party”.
5. Delivery – Acceptance
a) Unless explicitly agreed otherwise, delivery dates are only approximate. These assume that no unforeseen disturbances in the work process occur. A delivery period shall commence at the earliest with the complete clarification of all details of execution and after acceptance of the order by the contractor, in the case of an agreed down payment, not before the receipt of the down payment. If the scope of work increases compared to the originally placed order, the delivery period shall be extended accordingly. The same shall apply if any circumstances arise which the contractor could not reasonably have foreseen, and which lead to a delay in completion or dispatch. The customer may only assert the rights to which he is entitled after a 4-week period has elapsed beyond the stated delivery date.
b) Partial deliveries are permitted.
c) Delay in delivery or impossibility of performance for which the contractor is responsible shall only be liable in the event of gross negligence or intent on the part of the owner of the delivery company or his executives. No other compensation for delay shall be granted.
d) Delivery is always ex works for the account and at the risk of the customer. The handover is always carried out in the contractor’s factory. If the customer requests a delivery, this shall be at the customer’s expense and risk.
e) The risk is transferred to the customer when the goods are ready to be dispatched, even if other services, e.g. delivery and installation, have been accepted.
f) Delivered items are to be accepted, even if they have insignificant defects, without prejudice to the rights under section 10.
g) If the contractor is in default, the customer may – provided that he can credibly prove that he has suffered damage as a result - demand 0.5% compensation for each completed week of the delay. In total, this can be no more than 5% of the price of the part which could not be operated usefully due to the delay.
6. Services Provided by the Customer for Assembly
The customer shall, at his own expense, create all prerequisites in good time to enable rapid installation. Upon request, this includes in particular the provision of skilled workers and assistants, equipment, energy, water, working, and operating materials. Furthermore, the preparation of all earth, foundation, construction, and scaffolding work should be assured. The access roads and assembly site must be levelled at floor level and have sufficient load-bearing capacity for vehicles. The foundations must be completely dry and set. Upon request, the customer shall provide suitable rooms for personnel and assembly equipment. For assembly work abroad, all entry, work, and other necessary permits shall be procured by the customer at his expense.
7. Default of Acceptance by the Customer
The customer will be in default of acceptance if they do not collect the goods against payment of the invoice within 2 weeks after being notified of completion. This also applies if the provisional or final invoice has been handed over to the customer and the consequences of the failure to meet the deadline have been pointed out explicitly. If finished goods are stored in the contractor’s factory, conservation and storage costs of at least 0.5% of the invoice amount shall be charged each month in the event of default. The customer will also be in default if the necessary parts which they have promised to deliver are not received by the contractor as agreed. The contractor is then entitled to invoice the order according to the scope of work performed up to that point.
8. Contractor’s Right of Retention
The contractor has a right of retention on all items in his possession due to his entire claims against the customer, including claims from other repairs, material deliveries, etc., even if the contractor must deal with the item in a certain way. 8 weeks after completion, the contractor may apply for the sale of the workpieces on the open market to cover the outstanding invoice amounts, including those from previous settlements provided that he has notified the customer of this at least 14 days in advance by registered letter to the address provided by him.
9. Retentions of Title
The delivered goods remain the property of the contractor until all claims arising from the business relationship between the customer and the contractor have been paid in full. The inclusion of individual claims in a current invoice as well as the striking of a balance and its recognition shall not affect the retentions of title. The receipt of the equivalent value by the contractor is considered as payment. The customer is entitled to resell the goods subject to retentions of title in the normal course of business; however, he is not permitted to pledge or assign them as security. The customer is obliged to secure the rights of the contractor when reselling the reserved goods on credit. In addition, the customer already now assigns his claims from the resale of the reserved goods to the contractor. The contractor shall accept this assignment.
Upon request, the customer shall provide the contractor with the information on the assigned claims required for collection and inform the debtors of the assignment. Any treatment or processing of the reserved goods shall be carried out by the customer on behalf of the contractor, without any obligations arising for the contractor from this. If the reserved goods are processed, combined, mixed, or blended with other goods not belonging to the contractor, the contractor shall be entitled to the resulting co-ownership share in the new item in the ratio of the value of the reserved goods to the other processed goods at the time of processing, combining, mixing, or blending. If the customer acquires sole ownership of the new item, he shall grant the contractor co-ownership in proportion to the value of the reserved goods and shall store it free of charge for the contractor.
If the goods subject to retention of title, are resold together with other goods, irrespective of their condition, the advance assignment agreed in paragraph 2 shall only apply to the amount of the value of the goods subject to retention of title, which together with other goods, are the subject of the delivery transaction. If the securities to which the contractor is entitled in accordance with the above provisions exceed the claims to be secured by 25%, the contractor shall, at the request of the customer, release fully paid deliveries in individual cases at the contractor's discretion.
The contractor warrants flawless work and material, excluding the following further conditions:
a) Material defect claims are subject to a limitation period of 12 months. Recognisable defects with regards to quantity and quality must be inspected immediately upon acceptance, otherwise, the delivery shall be deemed flawless.
b) For any defects that are not recognisable at the time of acceptance, the notice period for defects is 6 months after acceptance. For motors, units, and parts with more than 8 operation hours daily, the warranty period shall be reduced to 3 months. We must be notified immediately in writing of any defects that are discovered. The warranty for rework and replaced parts ends with that of the original object of purchase.
c) If shipment, installation, or commissioning is delayed through no fault of the contractor, liability shall expire no later than 12 months after the transfer of risk. For essential third-party products, liability is limited to the assignment of our claims against the supplier of the third-party product to the customer.
d) The contractor shall determine whether the defect is to be remedied on his premises or at the place where the defective part is located if this is possible. If the defect is remedied by another specialist workshop, the contractor’s prior written consent is required. In this case, the contractor shall at most reimburse the costs that would have been incurred if he had rectified the defect himself. The removed parts shall be kept available for a reasonable period of time. Furthermore, the customer shall ensure that a representative of the contractor is given the opportunity to inspect the defective motor or all parts, and to remedy the defect in a reasonable time frame. The customer is obliged to keep the damage as low as possible. Clause 6 shall apply accordingly.
e) The customer shall bear any transport and travel costs necessary to carry out the rectification of defects. Any assembly costs incurred shall be borne by the customer.
f) The contractor may make the rectification of the defect dependent on the prior payment of a reasonable part of the agreed remuneration, taking into account the significance of the defect.
g) Withdrawal and reduction are excluded.
h) No liability shall be assumed for parts that are subject to damage or premature wear as a result of their material composition, type of use, natural wear and tear, incorrect or negligent handling, excessive stress, unsuitable operating materials, chemical, electro-technical or electrical effects or weather influences, incorrect assembly or commissioning by the customer or third parties.
i) The rights arising from warranty conditions may not be transferred to third parties without the consent of the contractor.
j) The contractor shall only be liable for damage or loss (e.g. external damage, theft, etc.) to the parts handed over to the contractor for repair, including complete motors, insofar as they have not been caused by slight negligence.
11. Contractor Liability
a) In the event of the absence of warranted characteristics, the contractor shall be liable with compensation for damage to the delivered goods, the non-occurrence of which was intended by the warranty.
b) Further claims other than those mentioned in the terms and conditions, including those of an indirect nature and especially those arising from damage to objects which are not identical to the delivery item, are excluded. This particularly includes those arising from culpa in contrahendo, positive breach of contract, and tort (e.g. producer’s liability): The exclusion of liability does not apply if the damage was caused by the contractor, a legal representative or vicarious agent intentionally or through gross negligence.
12. Place of Jurisdiction and Place of Performance
a) The place of performance for all obligations arising from the contract is the registered office of the contractor.
b) Vechta is agreed as the place of jurisdiction in the following cases.
- If the customer is a registered trader, a legal entity under public law, or a special fund under public law.
- If the customer’s general place of jurisdiction is abroad, if they have moved abroad after the conclusion of the contract, or cannot be found at the time the action is brought. This agreement on the place of jurisdiction shall also apply to actions in proceedings relating to bills of exchange and documents.
c) The contract is subject to German law. The application of the Uniform Law on the International Sale of Goods of 17.07.1973 is excluded.