General Terms and Conditions
§ 1 Scope of application
All supplies, services and offers from VAS Prüftechnik & Werkzeugbau (the "Contractor") are made exclusively on the basis of these General Terms and Conditions.
Counter-confirmations issued by a customer and which contain a reference to contrary general terms and conditions of business or delivery are hereby expressly repudiated.
§ 2 Contractual partner
Contracts are made exclusively with
VAS Prüftechnik & Werkzeugbau, Proprietor Mr. Arpad Vas
Hansastraße 87d, 59425 Unna
Tel: +49-2303/258837; Mobile: +49-151/14759794; Fax: +49-2303/258840
Tax no.: 316/5314/2508; VAT ID DE 266789003
§ 3 Quotations and conclusion of contract
1. Quotations made in catalogues, advertisements etc. are subject to change and are provided without obligation.
With regard to quotations prepared at the specific request of the customer, the Contractor shall remain bound by the said quotation for a period of 30 days from the time it is prepared.
2. The Contractor accepts the customer's orders by communicating or sending a written confirmation of order.
3. If information provided in quotations and/or order confirmations is based on an obvious error - e.g. an obvious spelling or computational error - the Contractor shall be entitled to rescind any contract concluded.
The Contractor will reimburse any payments already made in such cases.
4. The Contractor's quotation documentation, drawings, descriptions and estimates of costs may not be passed on, published, reproduced or otherwise made accessible to other parties without the consent of the Contractor.
§ 4 Prices
The prices are net prices, upon which the statutory rate of value-added tax is payable; these prices do not include the costs of packaging and shipment or any applicable assembly costs.
§ 5 Delivery periods
1. Specific delivery dates or periods must be agreed in writing.
A delivery date or delivery period shall only be binding if the Contractor has expressed declared this is the case.
2. The Contractor shall only be liable for delays to or the impossibility of delivery if it or its vicarious agents caused the impediment to delivery deliberately or through gross negligence.
This provision particularly also applies in cases of force majeure, strikes, lock-outs, governmental orders, shortages of raw materials etc., including where such an event is experienced by the Contractor's suppliers.
The Contractor undertakes to notify the customer appropriately in such cases.
3. If the Contractor is in default of delivery (delay), the customer must grant the Contractor an additional delivery (grace) period of at least two weeks, which commences at the time the Contractor receives notice of the grant of the additional period.
§ 6 Dispatch and transfer of risk
1. The risk of the deterioration or the loss of the goods passes to the customer once the Contractor has handed the goods over to the person responsible for performing the transportation.
If the customer is a consumer within the definition of Section 13 German Civil Code ("BGB"), the risk of the deterioration or the loss of the goods passes to him once he has taken receipt of the goods.
2. If requested by the customer, the Contractor shall insure the delivery in the former's name and for his account.
§ 7 Warranty
1. If there is a defect in the service or work rendered by the Contractor, the Contractor shall have the choice of making a substitute delivery or performing subsequent improvement.
2. The warranty will be extinguished if the defect was caused through a failure to follow the Contractor's operating or maintenance instructions, through changes made by the customer to the products, if the customer installs replacement parts or uses consumables that do not correspond to the original specifications of the product.
3. If, during the production of a work, the Contractor makes minor deviations from the agreed dimensions or designs, the customer shall have not warranty claims whatsoever against the Contractor if the deviations are tenable for him; this shall only not be the case if absolute fulfilment of the specifications has been expressly agreed.
§ 8 Invoicing, payment arrangements and default of payment
1. Invoicing takes place with the dispatch of the goods to the customer.
2. Unless otherwise agreed, the Contractor's invoices are immediately due and payable in full at the time of invoicing.
3. If the customer is in default of its obligation to pay the Contractor, the Contractor shall be entitled to claim default interest from the customer at the rate of 8 percentage points over the base interest rate of the ECB - or if the customer is a consumer within the definition of the German Civil Code, at the rate of 5 percentage points over the base interest rate of the ECB.
4. In this context, if reminders have been issued the Contractor shall be entitled to charge the customer € 10.00 per reminder.
5. If, during the delivery period, any legitimate reason arises to indicate the customer is unable to fulfil its payment obligations, the Contractor shall then be entitled to demand that the customer make advance payments or provide security prior to the delivery or production of further goods.
§ 9 Retention of title
1. The delivered goods will remain the property of the Contractor until complete payment is received.
2. Unless the Contractor has given its express consent, prior to the transfer of risk it is not permitted to make the goods the subject of a lien arrangement or collateral agreement, nor may they be processed or modified.
3. If the property to which the title is retained is sold with the consent of the Contractor, the customer undertakes to assign the Contractor the receivable to which it is entitled from the buyer.
§ 10 Concluding provisions
1. These terms and conditions and the entire legal relations between Contractor and customer are subject to the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
2. In the event that the customer is a merchant, a legal entity under public law or a public law special fund, all disputes arising from this agreement will be exclusively heard before the legal venue with jurisdiction over the Contractor's registered address.
3. Additional agreements, amendments, additions and/or any other such deviations from these General Terms and Conditions shall only be valid if made in writing and the Contractor has issued a declaration in this respect.
4. If any of the provisions of these General Terms and Conditions are or become unenforceable or invalid, this shall not affect the validity of the remainder of the agreement. In this case the unenforceable provision shall be replaced with the applicable statutory regulations.
5. The data provided to us will be processed and stored using IT systems. Personal data will be protected from misuse in accordance with the Federal Data Protection Act.
General Terms and Conditions for Assembly, Repair and Services
§ 1 Scope of application
These General Terms and Conditions for Assembly, Repair and Services apply to all the assembly and/or repair works to be delivered by VAS Prüftechnik & Werkzeugbau (the "Contractor"), including assembly works, commissioning works and repairs as well as all services to be rendered in this connection.
Unless these General Terms and Conditions for Assembly, Repair and Services contain a provision to the contrary, the Contractor's General Terms and Conditions (of business) likewise apply in full.
§ 2 Prices
Unless an all-inclusive price have been expressly agreed, the Contractor's services will be billed according to time and costs based on the Contractor's applicable charging rate (as may be amended from time to time), which the Contractor can provide to the customer at any time.
§ 3 Co-operation on the part of the customer, commencement of works, repeated travel by the Contractor
1. The customer is required, at its own cost, to provide the Contractor's personnel with the requisite level of support in the performance of the works.
In particular, the customer must implement all measures required for the protection of the Contractor's personnel or articles, and it must promptly and comprehensively inform the Contractor's personnel regarding any and all hazards.
2. The assistance provided by the customer must be such as to ensure that the scheduled works can be commenced immediately following the arrival of the Contractor's personnel and be performed without delays up to the time of their acceptance.
In the event that any special instructions are required from the Contractor in this respect, these will be issued to the customer in good time prior to the commencement of the works.
3. If the customer fails to fulfil its duties of cooperation, the Contractor shall be entitled to perform the duties of co-operation of the customer in its stead and at its cost.
4. The customer may only call down services from the Contractor's personnel if the Contractor's material is fully in place at the work site and if the customer has fulfilled all its duties of cooperation, including the provision of services and materials it is obliged to provide.
5. The customer shall be liable for all additional costs incurred through having to travel to the customer for reasons for which it is responsible.
§ 4 Time limits, acceptance
1. A statement made by the Contractor regarding repair periods shall only be binding if this has been expressly indicated as such in writing.
2. A time limit shall be deemed fulfilled if the service is made ready for acceptance prior to expiry of the time limit in question. If a test has been agreed between the parties, it is sufficient for the service to be delivered ready for testing.
3. The customer is obliged to accept the contractual performance if it has been notified of the completion of the works and any contractually agreed testing has taken place.
If the acceptance is delayed at no fault of the Contractor, the Contractor's contractual performance shall be deemed rendered two weeks following the notification of the completion of the service.
4. If the Contractor's contractual performance is lost or has deteriorated prior to acceptance, without the Contractor being responsible for the loss or deterioration, the customer shall be required to pay the agreed price less the savings in costs.
5. In such cases the customer may demand that the Contractor repeat its performance if and insofar as this is tenable for the Contractor. If the contractual service is repeated the customer shall be liable to make another payment.
§ 5 Warranty
1. The Contractor is liable for defects within the service occurring within 6 months following acceptance. This time period will be extended by the duration of any operational interruption caused due to subsequent improvement works.
The customer is obliged to promptly notify the customer in writing of any defects discovered.
2. Following the written notification of a legitimately reported defect, the Contractor shall repair it at its own cost within a reasonable period of time - at least 2 weeks.
If the Contractor culpably fails to render successful subsequent improvement within the relevant time limit, or if the Contractor's subsequent improvement conclusively fails, the customer shall be entitled to a diminution of the agreed price.
The customer may only rescind the agreement (having first granted a reasonable grace period) in those cases in which it demonstrably has no interest in the Contractor's service despite the diminution of the price.
4. The customer's warranty claims are excluded if the customer performs modifications or repair works to the rendered service without the prior approval of the Contractor, if the fault is due to the customer's operating error or if the fault is due to a circumstance caused by force majeure.
If the Contractor performs subsequent improvement works in respect of defects for which the customer is jointly culpable, following completion of the subsequent performance the Contractor shall be entitled to demand that the customer reimburse that portion of the costs attributable to its co-liability.
5. In those cases in which a defect in the Contractor's service constitutes a risk to the safety of the customer's operations or if necessary to avert disproportionately large losses, or if the Contractor is in default of its obligations to the customer to eliminate a fault, the customer shall be entitled to eliminate the fault either itself or through a sub-contractor, and to demand that the Contractor reimburse it the costs incurred in this respect.
The Contractor must in any event be informed in writing prior to any such instance of self-performance.
6. If the customer sustains a loss due to a delay in the service delivery for which the Contractor is responsible, the customer shall be entitled to issue the Contractor with a written demand for compensation.
Starting from the day on which the Contractor receives the notification of the loss, the compensation shall amount to 0.5% of the order volume for each full week of the delay, but only up to a maximum of 5% of the value of that part of the service due from the Contractor, which could not be delivered on time due to the delay.
7. If the equipment or tools supplied by the Contractor are damaged during the shipment or at the customer's assembly site or if such articles are lost and the Contractor is not responsible for said damage or loss, the customer shall be obliged to compensate the Contractor for the loss hereby sustained.
Damage or loss attributable to normal wear and tear shall not be taken into consideration here.
§ 6 Retention of title
Until all payments under the contractual arrangement have been received, the Contractor shall retain ownership to all the accessories or spare parts used.
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