Our General Terms and Conditions
Our General Terms and Conditions are valid for all contractual relationship, insofar as other conditions are agreed and fixed in written form. Any other conditions, those in orders or order forms, are valid only if they are officially recognized by us in written form. They do not oblige us without recognition in written form also if we do not contradict officially. The same one is valid if we deliver the whole ordered equipment or a part of ordered equipment or if we accept payments.
I. Offer, Scope of Delivery
- Our offers are non-binding. A contract is concluded only after issue of our order confirmation.
- For the scope of delivery our written order confirmation is binding. Additional agreements and changes need our confirmation in writing.
- Unless otherwise stated in the offer, our offers are always valid for 3 months. ZM Vakuum GmbH reserves the right to make price adjustments for orders with a delivery time of more than 3 months in the event of price increases for raw materials (more than 5% from the day the order was placed with ZM Vakuum GmbH).
II. Prices and Payment
- The prices are net prices valid ex works Mellingen, excluding packaging, cargo, customs, assurance and current legal value added tax (VAT).
- The minimum order value is €150 net.
- Repair orders and the spare parts delivery are immediately due for payment.
- All payments have to be done without any deduction unless any deduction is agreed and fixed in a written form. Essential for any deduction is observance of deduction deadline – invoice date and payment receipt.
- The right to retain payments or to charge with counterclaims is entitled to the customer only in case if his counterclaims are indisputable or determined by law.
- ZM Vakuum is not obliged to accept any cheques or bills of exchange.
- The timeliness of payment is determined by the payment receipt by ZM Vakuum GmbH.
- In case of late payment we are entitled to claim for interests according to the law of the acceleration of due payments. Any other compensation claims remain unaffected by this claim. In addition, ZM Vakuum GmbH can hold back open deliveries until receive of all due payments.
III. Dates of delivery sales / purchase
- The delivery term results from agreements of the contract partners. Their observance assumes the clarification of all business and technical questions between the contract parties. Delivery term depends also on timely and proper fulfillment of the co-operation duties of the customer.
- Compliance with delivery schedules is under the proviso of correct, complete and timely prior delivery to us
- The delivery term shall be reasonably extended in the case of measures associated with labor disputes, in particular strike or lockout, and in the event of unforeseen impediments beyond our control, if such impediments demonstrably have a considerable influence on completion or delivery of the object of delivery. The same apples if such events occur during the period of existing delay.
- The delivery dates shall apply ex works.
- If the supplier falls into arrears for reasons for which he is answerable, the customer can demand reimbursement of the damage caused to him by the delay; in the event of slight negligence by the supplier this claim shall be limited to a maximum of 5% of the part value of the whole delivery which cannot be used in due time or according to the contract as a result of the delay.
- If the customer grants the supplier being n default, a reasonable grace period, except where such grace period is not mandatory under the law, and the supplier fails to perform duly on time, the customer shall be entitled to declare cancellation of the contract in accordance with the law or to claim for damages. No deadline must be set if the complete performance finally becomes impossible for the supplier before the transfer of risk. The customer is also entitled to withdraw from the contract if the execution of part of the delivery becomes impossible at the same time the order is placed or if the customer has a justifiable interest in refusing to accept the possible part delivery. If this is not such case, the customer shall be obliged to pay the contractual price of the partial delivery. The liability of the supplier shall be limited to any typical foreseeable damage. This limitation of liability shall not apply in the event of willful contract violation.
- If the incapacity occurs during the delay, without a responsibility of the supplier within the meaning of intention or gross negligence is given or if the customer is solely or largely responsible for the circumstances, he shall be obliged to effect payment.
- We as a principal in the purchase have every time the right to convince ourselves in production progress. If delays are anticipated, the supplier must inform us immediately, otherwise we reserve the right to transfer the amount of damage occurred and damage to be expected on the suppler.
IV. Transfer of risk and acceptance
- The risk shall be transferred at the latest with the dispatch of the delivery parts to the customer even if these are the partial deliveries.
- If dispatch is delayed due to circumstances that the customer is responsible, then the risk is transferred to the customer from the day on which the goods are ready for dispatch; we are however obliged, at the request and the expense of the customer, to effect insurance as requested by the customer.
V. Reservation of Ownership
- We retain the title to the delivered item until all our claims against the customer arising from the commercial relationship have been settled. The customer may neither pledge the goods for delivery nor assign them for security purposes. In case of pledging, seizure or other dispositions taken by third parties concerning the goods that are subject to proprietary rights, the customer shall notify the manufacturer without delay.
- In case the customer is in breach of contract – particularly default of payment – the supplier is entitled to withdraw from the contract and demand the delivery item to be returned. If ZM Vakuum does not make use of the right to withdraw from the contract, so we are within our right to assert retention of a delivery item, until the complete payment of all claims which result from the contractual relation with the buyer. The validation of the reservation of propriety rights as well as the strain on the delivery item by ZM Vakuum in this case is NOT withdrawal from the contract!
- The customer is obliged to treat the purchased object carefully, in particular he is obliged to insure the purchased object to its original value against any damages arising from fire, water and theft to at its own cost. Should maintenance and inspection work be necessary, the customer must perform such work in due time and at his own expense.
- In case that a delivery item is combined to or is incorporated into other units so as to become a single unit, purchaser will grant joint ownership of the object to the supplier in the sense of § 947 article 1 BGB and will maintain safe keeping of the object on our behalf.
- In the event of a resale of items that are subject to proprietary rights, the contract partner shall hereby assign to us all receivables in the amount of of the final invoice amount (including value added tax). The customer remains entitled to collect the assigned receivables. Our authorization to collect the receivables ourselves remains unaffected by this. However, however, we undertake not to collect the receivables as long as the customer does not violate his contractual duties, especially properly meets his payment obligations, is not in default of payments and in particular has not filed a petition for the opening of insolvency proceedings and payments have not been suspended. If this is the case, we can demand that the ordering party inform us of the debts which have been transferred and their debtors, provide all details required for collecting these debts, hand over the associated documents and inform the debtors (third parties) of the assignment.
- The customer is obliged to examine the delivered product for the evident defects immediately. Claims in respect of obvious deficiencies are to be reported in writing within a period of ten days. Defects which first become visible later are to be notified in writing to the supplier within 10 days of their first notice by the customer.
- The supplier does not take on any guarantee for damages that were incurred for the following reason:
- No guarantee of the suitability of the delivered products for by the customer intended purpose unless, ZM Vakuum GmbH is commissioned expressly also with the examination of this suitability.
- Unsuitable or improper use
- Faulty assembly or faulty start-up by the customer or third parties
- External interventions, disassembly or repair carried out by the customer or third parties
- Natural wear and tear
- Faulty or negligent handling
- Unsuitable operating materials
- Substitute materials
- Defective construction work
- Unsuitable building site
- Chemical, electrochemical or electrical influences, provided that these are not attributable to errors by us
- If the supplier is responsible for a defect of a product, the ordering party is entitled to demand reperformance free of charge. Reperformance may occur at the option of the supplier either by repair or replacement of a product.
- If the deficiency cannot be rectified within a reasonable period of time or if the replacement or repair is to be regarded as having failed for any other reason, the customer may at its discretion demand a reduction of the purchase price or withdraw from the contract. A failure of the subsequent improvement must be assumed if the supplier was granted sufficient opportunity to carry out a subsequent improvement or replacement, without the desired success being achieved.
- The supplier declines any further liability for breaches of obligation by slight negligence, provided they do not affect obligations essential to the contract, damage from injury of life, limb and health or guarantees and provided no claims from the Product Liability Act exist. The same applies to any breaches of duty by our vicarious agents.
- The scope of our obligations is limited to the reasonable foreseeable damages typical for the contract.
- Wearing parts are excluded from any form of guarantee.
VII Warranty period
The warranty period shall be 24 months calculated from the transfer of risk. This period is a statutory period of limitation and shall apply for all claims in which right results from the defective nature of the object or service itself, provided no mandatory statutory directives contradict.
VIII Right of the supplier to withdraw
- In the case of unforeseen circumstances within the meaning of section III of these term of delivery, insofar as they considerably change the economic significance or the content of the performance or considerably affect the supplier’s operations and in case of an impossibility of performance that subsequently becomes evident, the contract shall be amended accordingly. Insofar as this is economically unreasonable, we shall be entitled to withdraw from the contract completely or partially.
- Compensation claims of the customer because of such a withdrawal of contract are excluded. In the event that we want to exercise the right of withdrawal, we shall notify the customer immediately upon becoming aware of the extent of the event, and also if an extension of the delivery time was agreed with the customer.
IX other regulations
Should one of these terms and conditions be or become invalid, this shall not affect the validity of all general terms and conditions of delivery and purchase. Moreover, the ineffective provision is to be replaced by the nearest legally admissible provision.
X Place of Performance and Jurisdiction
Place of performance for all obligations arising for both parties from the business of delivery and place of jurisdiction for any disputes arising in connection with delivery transaction, a bill of exchange or payment of checks should be exclusively Apolda.
ZM Vakuum GmbH, Mellingen