General Terms of Sale (AGB)
VELOSIT GmbH & Co. KG
We thank you for your order, which we accept under exclusive validity of the terms of delivery and payment printed on the back of this order.
§ 1 Scope of application
1. These terms and conditions of sale shall apply exclusively to companies, legal entities under public law or special funds under public law within the meaning of § 310 paragraph 1 BGB (German Civil Code) with their registered office in Germany. We shall only recognise any terms and conditions of the customer which conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.
2. These terms and conditions of sale shall also apply to all future business transactions with the customer, insofar as these are legal transactions of a related kind (as a precautionary measure, the terms and conditions of sale should in any case be attached to the order confirmation).
3. Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these terms of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
§ 2 Offer and conclusion of contract
If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.
§ 3 Provided documents
We reserve the property rights and copyrights to all documents provided to the customer in connection with the placing of the order – including in electronic form – such as calculations, drawings, etc. These documents may not be made available to third parties unless we give the customer our express written consent. If we do not accept the offer of the customer within the period of § 2, these documents must be returned to us immediately.
§ 4 Prices and payment
1.Unless otherwise agreed in writing, our prices are ex works (FCA Horn-Bad Meinberg, Incoterms 2010) including packaging and plus value added tax at the current rate. Packaging costs will be invoiced separately.
2. Payment of the purchase price shall be made exclusively to one of the accounts listed overleaf. The deduction of a discount is only permitted if a special written agreement has been made.
3. Unless otherwise agreed, the purchase price shall be paid within 10 days after delivery. Interest on arrears shall be charged at a rate of 8% above the respective prime rate p.a. (see Appendix 1) will be charged. We reserve the right to assert higher damages caused by default.
4. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries which take place 3 months or more after conclusion of the contract.
§ 5 Rights of Retention
The customer shall only be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 6 Delivery time
1. The beginning of the delivery time stated by us is subject to the timely and proper fulfillment of the obligations of the customer. We reserve the right to raise the defence of nonperformance of the contract.
2. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions apply, the risk of accidental loss or accidental deterioration of the object of purchase shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor‘s delay.
In the event of a delay in delivery not caused by us intentionally or by gross negligence, we shall be liable for each completed week of delay within the scope of a lump-sum compensation for delay in the amount of 3% of the delivery value, but not more than 15% of the delivery value.
4. Further statutory claims and rights of the customer due to a delay in delivery shall remain unaffected.
§ 7 Transfer of risk upon dispatch
If the goods are dispatched to the customer at the latter‘s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This applies irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.
§ 8 Retention of title
1. We reserve the right of ownership of the delivered goods until all claims arising from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to this. We shall be entitled to take back the purchased item if the customer acts in breach of contract.
2. The customer shall be obliged to treat the purchased item with care as long as the ownership has not yet been transferred to him. As long as the ownership has not yet been transferred to him, the customer shall notify us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. As far as the third party is not is in a position to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer shall be liable for the loss incurred by us.
3. The customer is entitled to resell the reserved goods in the normal course of business. The claims against the customer from the resale of the reserved goods, the customer hereby assigns to us in the amount of the final invoice amount agreed with us (including VAT). This assignment applies independently whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment.
The authority to collect the claim itself remains unaffected. However, we will not collect the claim as long as the customer meets his payment obligations from the is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended.
Note: This clause shall not apply if no extended retention of title is intended.
4. The treatment, processing or transformation of the purchased goods by the customer shall always be carried out in our name and on our behalf. In this case the expectant right of the customer shall be to the object of purchase to the transformed object. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the item. In the new item in the ratio of 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 done in such a way that the customer‘s item is to be regarded as the main item, it shall be deemed agreed that the customer shall grant us pro rata co-ownership and shall keep the sole ownership or co-ownership thus created for us. To secure our claims against the customer, the customer also assigns such claims to us as security.
claims against us, which accrue to him against a third party through the connection of the reserved goods with a property; we accept this assignment already now.
5. We undertake to release the securities to which we are entitled at the request of the customer if their value exceeds the claims to be secured by more than 20%.
§ 9 Warranty and notice of defects as well as recourse/manufacturer recourse
1. The customer‘s warranty rights require that he has properly fulfilled his obligations to inspect and complain in accordance with § 377 HGB is.
2. Claims for defects become time-barred 12 months after delivery of the goods delivered by us to our customer. For claims for damages in case of intent and gross negligence negligence as well as injury to life, body and health, which are based on an intentional or negligent breach of duty by the user, the statutory.
Statute of limitation. Insofar as the law according to § 438 para. 1 No. 2 BGB (buildings and items for buildings), § 445 b BGB (right of recourse) and § 634a para. 1 BGB (construction defects). If longer periods are prescribed by law, these periods shall apply. Our consent must be obtained before any return of the goods.
3. If, despite all the care taken, the delivered goods should have a defect that was already present at the time of the transfer of risk, we will return the goods, subject to timely notice of defects at our discretion, we will either repair the goods or deliver replacement goods. We must always be given the opportunity for subsequent performance within a reasonable period. Recourse claims remain unaffected by the above provision without restriction.
4. If the subsequent performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
5. Claims for defects do not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear as in the case of damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating resources, defective construction work, unsuitable building ground or due to special external influences which are not provided for under the contract. If the customer or third parties carry out improper repair work or modifications, there are no liability for these and the resulting from this shall likewise not give rise to any claims for defects.
6. Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded, insofar as the expenses increase because the goods delivered by us have subsequently been taken to a place other than the customer‘s premises, it is because, the transfer corresponds to its intended use.
7. The customer‘s rights of recourse against us shall only exist insofar as the customer does not enter into any agreements with his customer beyond the mandatory statutory claims for defects. has made agreements. Furthermore, paragraph 6 shall apply accordingly to the scope of the customer‘s right of recourse against the supplier.
§ 10 Miscellaneous
1. This contract and the entire legal relations between the parties shall be governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. Place of performance and exclusive jurisdiction and for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation.
3. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
22. April 2020