General Terms and Conditions of VOC - Vacuum Optimizing Components GmbH, registered at Jena Local Court, HRB 519393

General Terms and Conditions of VOC - Vacuum Optimizing Components GmbH, registered at Jena Local Court, HRB 519393

1. general

These General Terms and Conditions of Sale (hereinafter referred to as GTC) apply to all contracts for the delivery of goods and the provision of services between us (VOC – Vacuum Optimizing Components GmbH [im Folgenden VOC], Moritz-von-Rohr-Straße 1A – D-07745 Jena) and you as our customer, in the version valid at the time of the order. The GTC only apply if you conclude the contract as an entrepreneur, legal entity under public law or special fund under public law. An entrepreneur is a natural or legal person or a partnership with legal capacity who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession. (§ 14 BGB).

2. offer and conclusion of contract

  • 2.1. VOC’s offers are always non-binding, even if this is not expressly stated. Subject to prior sale. Verbal agreements, assurances and guarantees made by VOC employees shall only become binding upon written confirmation by VOC.
  • 2.2. The contract is only concluded when VOC expressly confirms the customer’s binding order in writing in the form of an order confirmation or carries out the delivery.
  • 2.3. Increases in costs, e.g. changes in purchase prices, wages, freight charges, customs duties and taxes and other levies shall entitle VOC to a corresponding price correction if there is a period of more than 4 weeks between the offer and the conclusion of the contract.

3. nature of the products

  • 3.1. Information on technical properties, technical descriptions (data sheets, drawings, plans, calculations, calculations, references to DIN standards) or other product specifications are only binding if they are explicitly mentioned in the order confirmation or otherwise contractually agreed as a quality.
  • 3.2. When concluding the contract, the customer is aware that vented fasteners (= fasteners with a venting channel) have a lower mechanical stability than the standardized original product. VOC does not guarantee the strength and mechanical stability of the products and is not liable for the load-bearing capacity of the vented fasteners.
  • 3.3. Excess or short deliveries of up to 5% of the order quantity shall be deemed to be in accordance with the contract.
  • 3.4. Hydrogen embrittlement: There is a risk of hydrogen embrittlement in fasteners with galvanic coatings that are tempered to strength class 10.9 or higher. Even with thermal post-treatment, a residual risk cannot be ruled out. Express reference is made to the possible resulting reduction in load capacity. For this reason, such transfers are only made at the request and risk of the customer. Any warranty and compensation claims against us are excluded.
  • 3.5. Metric threads / imperial threads comply with the currently valid standards (including DIN13, DIN14, ANSI/ASME B1.1 etc.).

4. prices

  • 4.1. The prices are ex works in Jena and do not include packaging and shipping, plus VAT at the applicable rate. Costs for packaging and shipping are shown separately on the invoice.
  • 4.2. The invoice amount shall be paid exclusively to the account specified in the invoice.
  • 4.3. The purchase price is payable within 14 days of invoicing. Interest on arrears shall be charged at a rate of 9% above the respective base interest rate per annum. We reserve the right to claim higher damages for delay.

5 Transfer of risk and shipping costs

  • 5.1. If the goods are dispatched to the customer at the customer’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 when the goods leave the factory/warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.
  • 5.2. The customer shall bear the costs of packaging and, if applicable, insurance and shipping.

6. delivery time

  • 6.1. The commencement of the delivery period stated by us presupposes the timely and proper fulfillment of the customer’s obligations. The defense of non-performance of the contract remains reserved.
  • 6.2. 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 are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor’s delay.
  • 6.3. Further statutory claims and rights of the customer due to a delay in delivery remain unaffected.

7. rights of retention

The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

8. reservation of title

  • 8.1. We reserve title to the delivered goods until all claims arising from the delivery contract have been paid in full. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We are entitled to reclaim the purchased item if the customer acts in breach of contract.
  • 8.2. The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
  • 8.3. The customer is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns to us the claims against the customer arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we shall not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.
  • 8.4. The treatment and processing or transformation of the purchased item by the customer shall always be carried out in our name and on our behalf. In this case, the customer’s expectant right to the purchased item shall continue in the transformed item. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of 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 takes place in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer shall transfer proportional co-ownership to us and shall keep the sole ownership or co-ownership thus created for us. To secure our claims against the customer, the customer shall also assign to us such claims which accrue to him against a third party through the combination of the reserved goods with a property; we hereby accept this assignment.

9. warranty

  • 9.1. The statutory provisions shall apply to the customer’s rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise specified below.
  • 9.2. The customer is responsible for the installation and use of the goods. The basis of our liability for defects is above all the agreement reached on the quality of the goods. The product characteristics agreed in the order confirmation shall be deemed to be an agreement on the quality of the goods.
  • 9.3. Unless expressly agreed in writing, we provide no warranty in particular for the suitability of the goods with regard to the general purpose of use, the type of use or area of use or for the design aspects of the object of use. If we comment on questions regarding design and/or assembly, we rely on the information provided by the customer and only make recommendations. Our information is based on theoretical considerations or test results, which are developed in the laboratory under laboratory conditions. They must be checked by the customer under realistic conditions.
  • 9.4. Warranty rights of the purchaser presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).
  • 9.5. Claims for defects shall become time-barred 12 months after delivery of the goods supplied by us to our customer.

10. liability

  • 10.1. We shall be liable without limitation for claims based on damage caused by us, our legal representatives or vicarious agents
  • in the event of injury to life, limb or health,
  • in the event of intentional or grossly negligent breach of duty,
  • for guarantee promises, if agreed, or
  • insofar as the scope of application of the Product Liability Act is opened.
  • 10.2. In the event of a breach of essential contractual obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the contractual partner may regularly rely (cardinal obligations) due to slight negligence on our part, our legal representatives or vicarious agents, liability shall be limited to the amount of damage foreseeable at the time of conclusion of the contract, the occurrence of which must typically be expected.

11. other

  • 11.1. Additions and amendments to this contract must be made in writing.
  • 11.2. Our General Terms and Conditions shall apply exclusively to the contract; other General Terms and Conditions shall not become part of the contract, even if we do not expressly object to them.
  • 11.3. We shall only recognize terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale if we expressly agree to their validity in writing.
  • 11.4. These Terms and Conditions of Sale shall also apply to all future transactions with the Customer, insofar as they are legal transactions of a related nature
  • 11.5. Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
  • 11.6. If the customer is a registered trader, a legal entity under public law or a special fund under public law, Jena is agreed as the place of jurisdiction for all legal disputes arising from or in connection with this contract, subject to a different exclusive place of jurisdiction.
  • 11.7. Each contracting party shall remain entitled to initiate legal action or other legal proceedings at the general place of jurisdiction or registered office of the other contracting party.

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