(1) All our offers, deliveries and services are based on these conditions (hereinafter referred to as “T&C”). The following conditions apply only to entrepreneurs within the meaning of § 14 BGB (German Civil Code), a legal entity under public law or a special fund under public law (hereinafter referred to as “Customer”).
(2) Only our T&C apply exclusively. The applicability of other General Terms and Conditions is fundamentally excluded unless we have expressly agreed to such application in writing.
(3) Our T&C also apply when we carry out delivery to the Customer without reservation despite being aware of conflicting or deviating conditions of the Customer.
(4) In the case of ongoing business relationships, our T&C also apply without renewed express reference to future offers, deliveries and services to the Customer.
(1) Unless otherwise agreed, our offers are made free of charge and subject to change. Conclusions and agreements only become binding through our written or text-form order confirmation or through our delivery. The same applies to supplements, amendments or ancillary agreements.
(2) Unless otherwise agreed, the contract is concluded subject to the reservation of correct and timely self-supply by our suppliers. This only applies in the event that the non-delivery is not our responsibility, in particular in the case of conclusion of a congruent hedging transaction with our supplier. The Customer will be informed immediately about the non-availability of the service. Any consideration already provided will be refunded.
(3) The scope of delivery and services is determined by our written or text-form order confirmation or, if this is not available, by our offer.
(4) All information about our products, in particular illustrations, dimensional and performance specifications and other information contained in our offers and printed materials, are to be regarded as approximate average values. Industry-standard tolerances in color, quantities, weights, piece numbers and dimensions are expressly reserved. We reserve the right to make technical changes.
(5) Documents and materials on which our offer is based, such as technical drawings, illustrations, descriptions, weights and dimensions, are only part of the contractual agreement if this has been expressly agreed in writing.
(6) All documents and materials remain our property and may not be retained, copied or otherwise reproduced or made accessible to third parties by the Customer and must be handed over to us immediately upon our request. All proprietary rights to these materials remain in our favor even if we make the materials available to the Customer. The Customer is not entitled to exploit and pass on samples, patterns and models.
(7) We reserve the right to make changes to the object of purchase during the delivery period, provided that the object of purchase and its appearance are not fundamentally changed and the contractual purpose of the delivery is not restricted in an unreasonable manner for the Customer.
(8) Without our written consent, the contract concluded with us may not be transferred in whole or in part to third parties by the Customer. The same applies to statutory claims of the Customer in connection with the contractual relationship. Claims against us can only be assigned with our written consent. This does not apply if the legal transaction that gave rise to the claim is a commercial transaction for both parties or if the supplier is a legal entity under public law or a special fund under public law.
(1) Unless otherwise agreed, our prices for deliveries apply “Ex Works”, Incoterms 2020, and are net prices plus the applicable sales tax. The Customer must pay additional costs such as freight, customs, applicable sales taxes and packaging costs in addition, even if these are not expressly stated.
(2) The invoice is issued separately for each shipment under the date of dispatch and goods. This also applies to agreed partial deliveries. Our invoices are due for immediate payment without deduction.
(3) The Customer is in default at the latest 30 days after receipt of the invoice, unless other circumstances giving rise to default (for example, a payment reminder or a shorter agreed payment period or a payment period determined by calendar date) have been agreed. From the occurrence of default, the Customer owes default interest at a rate of 9 percentage points above the base rate. In addition, in the event of default, we reserve the right to charge a default lump sum of €40.00. Further contractual or statutory rights remain unaffected.
(4) In the event of default in payment, we are entitled to make further deliveries dependent on full payment of the claims in default.
(5) Unless otherwise agreed, we are entitled to adjust prices and/or freight rates accordingly if our costs for wages and salaries, raw materials or operating materials, energy costs, freight costs and customs duties or other materials increase. This right also applies to deliveries and services from a continuing obligation.
(6) If payment terms are not complied with or circumstances become known or apparent which, in our proper commercial discretion, give rise to justified doubts about the Customer’s creditworthiness, including facts that already existed at the time of contract conclusion but were not known to us or did not have to be known to us, we are entitled in these cases, without prejudice to further statutory rights, to stop further work on current orders or delivery and to demand advance payments or provision of security acceptable to us for deliveries still outstanding, and after unsuccessful expiry of a reasonable grace period for the provision of such security – without prejudice to further statutory rights – to withdraw from the contract. The Customer is obliged to compensate us for all damages arising from the non-execution of the contract.
(7) In the event of payment default by our Customer, suspension of payments or application for opening of insolvency proceedings with regard to the Customer’s assets, all our claims become immediately due. This also applies if payment terms have been agreed or insofar as the claims are not yet due for other reasons.
(8) Set-off with counterclaims of the Customer is only permissible if the counterclaims are undisputed or have been legally established.
(9) All payments are first credited to costs, then to interest and finally to the oldest principal claim.
(10) Payments are only deemed to have been made when we can finally dispose of the amount.
(11) Checks and/or bills of exchange are only accepted by us as a means of payment if we have previously agreed to this method of payment in writing. All costs arising from such payment in this case are to be borne by the Customer.
(12) All payments are to be made exclusively to us in EURO. Any exchange rate risks are borne by the Customer.
(1) The delivery time results from the agreements of the contracting parties.
(2) Unless otherwise agreed, the agreed delivery period is a target delivery period.
(3) The agreed delivery period begins at the earliest upon conclusion of the contract and presupposes the clarification of all commercial and technical questions. The commencement of the delivery period presupposes that the Customer has provided all necessary documents or approvals and has made any agreed advance payments.
(4) Compliance with a delivery period is subject to the reservation of correct and timely self-supply.
(5) Delivery is made “Ex Works”, Incoterms 2020. The Customer is obliged to collect the goods immediately after notification of readiness for dispatch.
(6) The delivery period for delivery “Ex Works”, Incoterms 2020, is met if the purchased item has been segregated and is ready for dispatch within the agreed period and this has been communicated to the Customer. In the case of a shipment sale, the delivery period is met if the purchased item was handed over to the forwarding agent within the agreed period or was ready for handover and could not be handed over through no fault of ours.
(7) Cases of force majeure, in particular, but not limited to, riots, strikes, war, floods, lockouts, fire, epidemics, pandemics, plagues, seizures, boycotts, legal or official orders and restrictions or incorrect or delayed delivery by our suppliers and other external, unforeseeable, extraordinary events that cannot be prevented even with extreme care and affect us or our suppliers, make our delivery and performance obligations unreasonably difficult or impossible and are not our responsibility, extend the delivery and performance obligations by the duration of the presence of the cases or events with an appropriate restart time, provided that we cannot fulfill our delivery and performance obligations despite reasonable measures.
(8) The extension of delivery and performance obligations according to the above para. (7) also applies if these cases or events occur at a time when we are in default.
(9) If the delivery and performance obligations are extended to a reasonable period due to such cases or events according to the above para. (7), the Customer is entitled to withdraw from the contract after expiry of this extended delivery and performance obligation period. If the Customer is interested in partial deliveries, the Customer may also withdraw from the contract in part. If we have already made partial deliveries and/or partial services, the Customer can only withdraw from the entire contract if he demonstrably has no interest in partial delivery and/or service on our part. Further statutory or contractual rights of withdrawal remain unaffected.
(10) The assertion of claims for damages by the Customer in cases of the above para. (7) is excluded.
(11) Deliveries before expiry of the delivery period and partial deliveries are permissible insofar as they are reasonable for the Customer.
(12) If dispatch is delayed for reasons for which the Customer is responsible or if he culpably violates other obligations to cooperate, we are entitled to claim compensation for the damage incurred by us, including any additional expenses. Further claims or rights remain unaffected.
(13) If the Customer is in default of acceptance or if he is otherwise responsible for a delay in dispatch, we may store the products at the Customer’s risk and expense and invoice them as delivered. After setting and fruitless expiry of a grace period for acceptance of the products, we may withdraw from the contract and claim damages instead of performance. Further rights remain unaffected. The setting of a grace period is not necessary if the Customer seriously and finally refuses acceptance or if it is obvious that he will not be able to pay the purchase price or accept the delivery even within the grace period. An amount of 20% of the order value is deemed to be the damage. The damage is offset against any advance payment made. The parties are free to prove that the damage was actually higher or lower.
(1) Unless otherwise agreed in writing, delivery “Ex Works”, Incoterms 2020, is agreed in each case.
(2) The risk of accidental loss and accidental deterioration of the delivery items therefore passes to the Customer upon notification of readiness for dispatch and segregation of the purchased item. This also applies if we have undertaken additional services such as loading, transport or unloading. Should dispatch of the items be delayed due to circumstances for which the Customer is responsible, the risk of accidental loss passes upon provision of the goods for dispatch and notification of the provision of the delivery to the Customer.
(3) If a shipment sale has been agreed, the risk of accidental deterioration or accidental loss passes to the Buyer at the latest upon dispatch of the delivery item or handover to the transport person ex works or place of dispatch. If dispatch is delayed due to the Customer’s conduct, the risk passes to the Customer upon notification of readiness for dispatch. § 5 para. (2) sentence 3 applies accordingly.
(4) If we carry out transport for the Customer, the type and manner of packaging and dispatch of the items is up to us, unless otherwise agreed in writing. In this case, it is the Customer’s responsibility to take out transport insurance.
(5) If it is agreed that we bear the risk of accidental loss and accidental deterioration of the delivery items, the Customer is obliged to check the dispatched goods immediately upon arrival of the goods and in the presence of the carrier for external transport damage. The Customer is obliged to report externally recognizable losses or damage to the delivery item to the carrier at the latest upon delivery with sufficiently clear identification of the loss or damage and to inform us immediately in writing. Losses or damage that are not externally recognizable must be reported to us in writing within 5 calendar days. In addition, the provisions of § 438 HGB and the complaint obligations according to § 7 para. (4) apply.
(1) We reserve title to all items delivered by us until full payment of all our claims from the business relationship against the Customer.
(2) The Customer undertakes, at any time upon our request and in the event of an insolvency application, to mark the object of contract subject to retention of title externally visible with “property of Vöhringer GmbH & Co. KG”.
(3) The Customer is obliged to treat the goods subject to retention of title with care and to insure them adequately at replacement value against fire, water and theft damage at his own expense. The Customer hereby assigns his related claims from the corresponding insurance contracts to us. We accept this assignment herewith. If maintenance and inspection work is required, the Customer must carry it out at his own expense in good time.
(4) If the Customer processes the goods subject to retention of title, this is done for us as manufacturer within the meaning of § 950 BGB. If the goods supplied by us are processed with other items or inseparably mixed, we acquire co-ownership of the new items in the ratio of the invoice value of the goods to the invoice value of the other goods used. The Customer may further process the delivery items in the course of ordinary business, provided that the aforementioned security interests are preserved.
(5) The Customer may resell the delivery items in the course of ordinary business as long as our retention of title to the items is preserved in accordance with para. (6) below. Transfer of ownership, transfer as security, pledging and similar measures are not permitted to the Customer.
(6) In the event of resale of the delivery items, the Customer hereby assigns to us all claims arising against third parties from the resale. We accept this assignment herewith. If we are only co-owners of the goods sold, the assignment is only made up to the amount of our claims against the Customer.
(7) We authorize the Customer, revocably, to collect the claim assigned to us for our account in his own name. A revocation of this authorization is only permissible if the Customer does not properly fulfill his obligations under this contract, in particular his payment obligations, becomes insolvent or unable to pay, has filed an application for opening of insolvency proceedings or such an application has been rejected for lack of assets. In the event of revocation of the authorization to collect our claims, the Customer must inform the debtor of the assignment of the claim to us. We are also free to disclose the extended retention of title to the third party.
(8) The Customer’s right to dispose of the goods subject to retention of title, to process them or to collect the assigned claims also expires without express revocation if insolvency proceedings are opened over the Customer’s assets or rejected for lack of assets, upon suspension of payments, upon filing of an application for opening of insolvency proceedings by the Customer or a third party, or upon occurrence of insolvency or over-indebtedness. In these cases as well as in the cases of the above para. (7), we have the right to withdraw from the contract after expiry of a reasonable period with the result that we may take back the goods subject to retention of title. The Customer is obliged to hand over the goods subject to retention of title. The proceeds from any utilization of the goods subject to retention of title are credited to the Customer’s obligations towards us, minus the utilization costs.
(9) In the event of revocation of the authorization to collect the assigned claim, the Customer is obliged to disclose to us immediately in writing against which third party claims exist from assigned rights and in what amount.
(10) The Customer is obliged to notify us immediately in writing of any seizure of the goods subject to retention of title and/or the claims assigned to us and of all other claims made by third parties with regard to the goods subject to retention of title or the claims assigned to us. In the event of seizure, a copy of the seizure protocol and a statutory declaration must be sent to us at the same time, from which it is evident that the seized goods are still subject to the retention of title agreed with us.
(11) The Customer is further obliged to provide us with information at any time about the whereabouts of the goods subject to retention of title as well as about the claims arising from resale.
(12) If the securities provided to us exceed the claims to be secured by more than 20%, we are obliged to release securities to a reasonable extent at our discretion upon request by the Customer.
(13) The Customer must immediately notify us in writing if third parties gain access to the goods subject to retention of title, the assigned claims or other documents and materials. All costs of legal defense of our goods subject to retention of title, including against third parties, are to be borne by the Customer.
(1) If the contractual relationship between us and the Customer is a purchase or work contract, we are liable for defects of the delivery item already existing at the time of transfer of risk in accordance with the following provisions. In addition, the statutory provisions apply.
(2) Warranty claims against us are only available to the immediate buyer and are not assignable without our consent.
(3) Certain characteristics are generally only deemed to have been warranted by us if we have expressly confirmed this in writing. A guarantee is only deemed to have been assumed by us if we have described a characteristic in writing as “guaranteed”.
(4) Within the scope of application of § 377 HGB, recognizable defects, shortages or incorrect deliveries must be reported to us in writing immediately, at the latest within 14 days of delivery, in any case before connection, mixing, processing or installation; otherwise the delivery item is deemed approved, unless we or our legal representatives or vicarious agents are guilty of malice. Hidden defects must be reported to us in writing immediately, at the latest 14 days after their discovery. § 377 HGB applies in addition.
(5) We must be given the opportunity to jointly determine the reported complaints and to be present when material tests are taken.
(6) Subject to the following provisions of this para. (6), the limitation period for the Customer’s defect claims is one year, calculated from the statutory commencement of limitation. Should we have fraudulently concealed a defect, the statutory periods apply to any claims for damages. The statutory periods also apply to the limitation of any claims for damages by the Customer due to defects if we are guilty of intent or gross negligence, or if the claim for damages is based on injury to life, body or health.
(7) Within the scope of our obligation to remedy defects, we are entitled to subsequent improvement or replacement delivery at our discretion. If we do not fulfill this obligation within a reasonable period or if subsequent improvement fails despite repeated attempts, the Customer is entitled to reduce the purchase price or withdraw from the contract. Reversal of the contract is excluded if there is only an insignificant defect. Furthermore, insofar as we have made defect-free partial deliveries, reversal of the entire contract is only permissible if the Customer’s interest in the partial deliveries made has demonstrably ceased. Claims, in particular claims for reimbursement of expenses or damages, only exist within the scope of the provisions of § 9. Replaced parts become our property or remain our property and must be returned to us at our expense upon request.
(8) The Customer must send us the defective goods for subsequent improvement or replacement delivery at his own risk, unless the return is not possible according to the type of delivery. We bear the expenses necessary for the purpose of subsequent performance, in particular travel, labor, material and transport costs, but only from the place to which the purchased goods were delivered as intended. The Customer must pack the goods in a transport-appropriate manner.
(9) If the Customer has installed the defective goods in another item or attached them to another item according to their nature and intended use, we are obliged within the scope of subsequent performance to reimburse the Customer for the necessary expenses for removing the defective item and installing or attaching the repaired or delivered defect-free item. § 442 para. (1) BGB is to be applied with the proviso that the Customer’s knowledge is replaced by the installation or attachment of the defective item by the Customer instead of the conclusion of the contract. We recommend that the Customer reach an agreement with us before starting to remedy the defect about the costs to be expected in order to avoid later disputes about the necessity of the expenses.
(10) The Customer must give us the time and opportunity necessary for subsequent improvement or replacement delivery. Only in urgent cases of danger to operational safety, to avert disproportionately large damages or in the event of our delay in remedying the defect does the Customer have the right, after prior notification to us, to remedy the defect himself or through third parties and to demand reimbursement of the necessary costs from us.
(11) Recourse claims pursuant to §§ 445 a, 445 b, 478 BGB by the Customer only exist if the claim was justified and only to the statutory extent, not for goodwill arrangements not agreed with us, and presuppose compliance with the entitled party’s own obligations, in particular compliance with any complaint obligations.
(12) Further processing or installation of goods supplied by us always counts as a waiver of the complaint about defects, insofar as the defect was recognizable.
(13) In the case of justified complaints about defects, payments by the Customer may only be withheld to the extent that they are in reasonable proportion to the defects that have occurred. If the complaint about defects was made unjustly, we are entitled to demand compensation from the Customer for the expenses incurred by us as a result.
(14) Claims for defects do not exist in the case of only insignificant deviation from the agreed or usual quality or usability, e.g. insignificant deviations in color, dimensions and/or quality or performance characteristics of the products.
(15) The acknowledgment of defects always requires written form.
(16) Our warranty does not extend to the suitability of the delivery item for the purpose intended by the Customer that deviates from the usual purpose, unless this has been agreed in writing.
(17) Our warranty obligation only extends to the delivery of newly manufactured products. Unless otherwise agreed, used products are sold as seen with exclusion of any warranty.
(18) Warranty claims do not exist in particular in the following cases: Unsuitable or improper use, faulty assembly by the Customer or third parties, wear and tear and natural wear, faulty or negligent treatment, improper maintenance, mechanical, chemical, electronic, electrical and comparable influences that do not correspond to the intended, average standard influences.
(1) Unless otherwise agreed, we are obliged to provide the delivery free of industrial property rights and copyrights of third parties (hereinafter collectively referred to as “property rights”) only within the Federal Republic of Germany. If a third party asserts justified claims against the Customer due to infringement of property rights by deliveries made by us and used in accordance with the contract, we are liable to the Customer in accordance with the following provisions:
(2) We will, at our discretion and at our expense, either obtain a right of use for the deliveries in question, modify them so that the property right is not infringed, or replace them. If this is not possible for us under reasonable conditions, the Customer has the statutory rights of withdrawal and reduction.
(3) Our obligation to pay damages is governed by § 9.
(4) The above-mentioned obligations on our part only exist insofar as the Customer has immediately notified us in writing of the claims asserted by the third party, does not acknowledge an infringement and all defense measures and settlement negotiations remain reserved for us. If the Customer stops using the delivery for reasons of damage mitigation or other reasons, he is obliged to inform the third party that the cessation of use is not associated with an acknowledgment of an infringement of property rights.
(5) Claims of the Customer are excluded if he is responsible for the infringement of property rights.
(6) Claims of the Customer are also excluded insofar as the infringement of property rights is caused by special specifications of the Customer, by an application not foreseeable by us or by the fact that the delivery item is modified by the Customer or used together with products not supplied by us.
(7) In the case of other legal defects, the provisions of § 7 apply accordingly.
(8) Further or other claims of the Customer against us than those regulated in this § 8 and in § 7 are excluded.
(1) We are only liable for damages, for whatever legal reasons,
We are not liable for further claims for damages.
(2) An essential contractual obligation is an obligation the fulfillment of which enables the proper execution of the contract in the first place and on the compliance with which the contractual partner regularly relies and may rely.
(3) In the event of slightly negligent breach of essential contractual obligations (excluding intent and gross negligence), however, we are only liable to a limited extent for the contractually typical, reasonably foreseeable damage.
(4) The contractually typical, foreseeable damage is to be set at the amount of the contract value of the affected service.
(1) The place of performance for all claims arising from the business relationship between us and the Customer is Everswinkel.
(2) The exclusive place of jurisdiction for all claims arising from the business relationship is at the place of performance, provided that the Customer is a merchant, a legal entity under public law or a special fund under public law. However, we are also entitled to take action against the Customer at his general place of jurisdiction.
(3) The law of the Federal Republic of Germany applies exclusively to all disputes arising from contracts to which these T&C apply and to all disputes arising from the business relationship between us and the Customer. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) as well as International Private Law is excluded.
Should individual provisions of these conditions be wholly or partially invalid, the validity of the other provisions remains unaffected.
3D Composite GmbH
Grothues 32
DE 48351 Everswinkel
Phone: + 49 7124 9298-0
E-mail: info@3d-composite.de
Website: https://3d-composite.de/de
Status: March 14, 2022