General Terms and Conditions (AGB)
of VBW Asset Trade Weihenstephan GmbH
Terms and Conditions of Sale, Delivery and Payment, as of June 1, 2017
§ 1 Scope of application
(1) Our general terms and conditions apply to all deliveries of movable goods in accordance with the contract concluded between us and the customer.
(2) Our general terms and conditions apply exclusively; we do not accept conflicting or deviating conditions of the customer, unless we have expressly agreed. Our General Terms and Conditions of Business shall also apply exclusively if we carry out the delivery without reservation in the knowledge that the customer's conditions are contrary to or deviate from our Terms and Conditions of Business.
(3) Our general terms and conditions of business only apply to companies within the meaning of § 14 BGB (German Civil Code).
§ 2 Offer - conclusion of contract - object of delivery
(1) Our offers are always subject to change and non-binding. A customer's order represents a binding offer which we can accept within 10 days. Unless otherwise agreed, the delivery contract is only concluded upon acceptance of the customer's order by sending an order confirmation or by delivery of the goods. The object of delivery is only the machine, technical system, device or product specified in the text of the offer. The technical data and product information contained in the offer or attached to it do not constitute a guarantee for the quality of the delivery items. Declarations and statements of any kind made outside our offer text are non-binding and do not form an integral part of the contract.
(2) We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to such written documents which are designated as confidential. The customer requires our express written consent before passing them on to third parties.
§ 3 Prices and terms of payment
(1) Unless otherwise agreed, the prices stated in the offer apply from the location stated in our offer and are net prices. The costs of dismantling, packaging, loading of means of transport, freight, handling of export or customs formalities and insurance charges, as well as any costs of payment transactions and other incidental costs are not included in the offer price. The statutory value added tax is not included in our prices; it is additionally charged and shown separately in the invoice at the statutory rate on the day of invoicing.
(2) Unless otherwise agreed, the total purchase price including the statutory value added tax is due in full and without discount at the latest upon delivery and receipt of invoice. The legal regulations regarding the consequences of default in payment shall apply.
§ 4 Set-off, right of retention and right to refuse performance
(1) The customer is only entitled to set-off rights if his counterclaims are finally established or undisputed or acknowledged by us or synallagmatically linked with our main claim. The customer is only entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.
(2) In case of existing arrears of payment of the customer we are entitled to make further deliveries dependent on the complete unconditional payment of outstanding services.
§ 5 Delivery, time of delivery and performance, transfer of risk
(1) Unless otherwise stated in the order confirmation, delivery EXW from the location listed in our offer is agreed. If it is agreed that, for the purpose of delivery, the goods are to be transported by us to a place of delivery deviating from the offer, delivery of the goods shall be effected by making them available there on the means of transport used by us for loading or unloading.
(2) If the delivery item which was in use at the place of delivery must be dismantled, dismounted and/or removed from the previous premises of use for transport purposes, in the absence of an agreement to the contrary, it shall be delivered to the customer in the undismantled standing condition. Professional disassembly, dismounting, loading and transport are then in sole responsibility of the customer, who must bear all associated costs himself. The disassembly dates stated in the order confirmation indicate the beginning of the disassembly work and the end date for removing the delivery item from the place of delivery and are binding for the customer. Necessary openings in the buildings of use for the installation of the delivery item shall be inquired about or approved by us and shall be closed by the customer immediately after removal of the delivery item in a professional manner and returned to the previous condition. If items of third parties in connection with the above obligations of the customer, in particular the buildings of the previous user, are damaged, these damages are to be repaired immediately by the customer irrespective of any fault. The customer agrees to the assignment of our rights to injured parties.
(3) Unless otherwise agreed, delivery dates or deadlines are exclusively nonbinding information. If delivery deadlines have been agreed, such deadlines shall be extended for the duration of the delay in the event of strike or force majeure. The same applies if the customer does not fulfil any duties to cooperate.
(4) If we take over the delivery to the customer by agreement, this shall be free as far as kerbstone edge (ground level up to the first door) of the customer, unless otherwise
agreed. The composition of an item delivered disassembled as agreed and the installation are the sole responsibility of the customer at his expense. All delivery costs are to be
borne in full by the customer.
(5) If the object of purchase is delivered in undismantled condition (see paragraph 2 above), the risk of accidental loss and deterioration of the objects of purchase to be dismantled and collected by the customer shall pass to the customer at the beginning of the agreed dismantling date.
§ 6 Exclusion of warranty, liability for damages, statute of limitations
(1) As far as the objects of purchase are used objects, they are sold as inspected and under exclusion of any warranty for material defects of all kinds.
(2) Excluded from the above exclusion of warranty is our liability for damages which are based on an intentional or grossly negligent breach of duty on our part or the legal representatives representing us or our vicarious agents.
(3) Our liability for damages from injury to life, body and health as well as from the violation of cardinal obligations, i. e. obligations arising from the nature of the contract and whose violation endangers the achievement of the purpose of the contract, and for damages caused by delay is also not included in the exclusion of warranty. In this respect we are liable for every degree of fault. The limitation period for claims of the customer is one year, to claims for damages the statutory limitation periods apply. The amount of damage is limited to the typically foreseeable damage.
§ 7 Retention of title
(1) We reserve title to the property in all goods until complete fulfilment of our purchase price claim and all our other claims against the customer still outstanding at the time of full payment of the purchase price, even if the concrete goods have been paid.
(2) In case of resale/rental of the reserved goods, the customer hereby assigns to us as security the claims against his customers arising from the resale/rental until all our claims have been fulfilled. If the reserved goods are processed, transformed or combined with other items, we acquire direct ownership of the manufactured item, which is
then deemed to be reserved goods.
(3) The customer must inform us immediately of enforcement measures by third parties in respect of reserved goods and other impairments of the reserved goods, handing over the documents necessary for an intervention. Notwithstanding this, the customer must point out in advance our existing rights to the goods. If we do not obtain reimbursement of the intervention costs from third parties, these are to be reimbursed to us by the customer.
§ 8 Legally relevant declarations
Legally relevant declarations which the customer has to make to us or a third party, must be made in writing or text form to be effective.
§ 9 Place of Performance - Choice of Law - Jurisdiction
(1) Unless otherwise stipulated in the contract, the place of performance and payment shall be our place of business.
(2) This contract shall be governed exclusively by the law of the Federal Republic of Germany; the UN Convention on Contracts for the International Sale of Goods shall not apply.
(3) The contractual language is exclusively German. Where the Treaty is also available in other additional language versions, such language versions shall serve only to improve the understanding of the parties concerned. For the legal relationship between the parties and its legal assessment, only the German language version of the contract applies.
(4) If no arbitration clause is agreed, the exclusive place of jurisdiction is - as far as permissible - the court responsible for our place of business.