Privacy | GTCS

§ 1 Validity
(1) All deliveries, services and offers of VRI GmbH, Wilhelm-Maybach-Straße 4, D-73479 Ellwangen (hereinafter referred to as "Seller") shall be made exclusively on the basis of these General Terms and Conditions of Delivery. They shall form an integral part of all contracts concluded by the Seller with its contractual partners (hereinafter also referred to as "Principal") for the deliveries or services offered by the Seller. They shall also apply to all future deliveries, services or offers to the Customer, even if they are not separately agreed again. (2) Terms and conditions of the Client or third parties shall not apply, even if the Seller does not separately object to their validity in individual cases. Even if the Seller refers to a letter that contains or refers to terms and conditions of the Customer or a third party, this shall not constitute an agreement to the validity of those terms and conditions.

§ 2 Offer and Conclusion of Contract
(1) All offers of the Seller are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. Orders or contracts can be accepted by the seller within fourteen days after receipt. (2) The legal relationship between the Seller and the Customer shall be governed solely by the written purchase contract, including these General Terms and Conditions of Delivery. This contract fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Verbal promises made by the Seller prior to the conclusion of this contract shall not be legally binding and verbal agreements between the contracting parties shall be replaced by the written contract unless it is expressly stated in each case that they shall continue to be binding. (3) Supplements and amendments to the agreements made, including these General Terms and Conditions of Delivery, must be in writing to be effective. With the exception of managing directors or authorized signatories, the Seller's employees are not entitled to make verbal agreements deviating from this. Transmission by fax or e-mail shall be sufficient to comply with the written form requirement. (4) Information provided by the Seller on the subject matter of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as our representations of the same (e.g. drawings and illustrations) shall only be approximate unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or identifications of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements as well as the replacement of components with equivalent parts are permissible insofar as they do not impair the usability for the contractually intended purpose. (5) The Seller retains ownership or copyright of all offers and cost estimates submitted by him as well as drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids made available to the Customer. The Customer may not make these items available to third parties, either as such or in terms of content, disclose them, use them himself or through third parties or reproduce them without the express consent of the Seller. At the request of the Seller, he shall return these items to the Seller in full and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.

§ 3 Prices and Payment
(1) The prices apply to the scope of services and deliveries listed in the order confirmations. Additional or special services will be charged separately. The prices are quoted in EURO ex works plus packaging, the statutory value added tax, in the case of export deliveries customs duties as well as fees and other public charges. (2) If the agreed prices are based on the Seller's list prices and the delivery is to be made more than four months after conclusion of the contract, the Seller's list prices valid at the time of delivery shall apply (in each case less an agreed percentage or fixed discount). (3) Invoice amounts shall be paid within thirty days without any deduction, unless otherwise agreed in writing. The date of receipt by the Seller shall be decisive for the date of payment. Checks shall only be considered as payment after they have been cashed. If the Customer fails to make payment when due, interest of 5% p.a. shall be charged on the outstanding amounts from the due date; the right to claim higher interest and further damages in the event of default shall remain unaffected. (4) Offsetting against counterclaims of the Customer or the retention of payments due to such claims shall only be permissible if the counterclaims are undisputed or have been legally established. (5) The Seller shall be entitled to perform or render outstanding deliveries or services only against advance payment or provision of security if, after conclusion of the contract, circumstances become known to the Seller which are likely to substantially reduce the creditworthiness of the Customer and as a result of which payment of the Seller's outstanding claims by the Customer arising from the respective contractual relationship (including from other individual orders to which the same framework agreement applies) is jeopardized.

§ 4 Delivery
(1) Deliveries shall be made ex works, Wilhelm-Maybach-Straße 4, D-73479 Ellwangen. (2) Deadlines and dates for deliveries and services promised by the Seller shall always be approximate. If shipment has been agreed, delivery periods and delivery dates shall refer to the time of handover to the forwarder, carrier or other third party entrusted with the transport. (3) The Seller may - without prejudice to its rights arising from default on the part of the Customer - demand from the Customer an extension of delivery and performance periods or a postponement of delivery and performance dates by the period during which the Customer fails to meet its contractual obligations towards the Seller. (4) The Seller shall not be liable for impossibility of delivery or for delays in delivery to the extent that these are caused by force majeure or other events that were not foreseeable at the time of the conclusion of the contract (e.g. The Seller shall not be liable for impossibility of delivery or for delays in delivery caused by force majeure or other events not foreseeable at the time of conclusion of the contract (e.g. disruptions of operations of any kind, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, shortage of labor, energy or raw materials, difficulties in obtaining the necessary official permits, official measures or the failure to deliver, incorrect delivery or late delivery by suppliers) for which the Seller is not responsible. Insofar as such events make the delivery or service substantially more difficult or impossible for the Seller and the hindrance is not only of temporary duration, the Seller shall be entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or service deadlines shall be extended or the delivery or service deadlines shall be postponed by the period of the hindrance plus a reasonable start-up period. Insofar as the Customer cannot reasonably be expected to accept the delivery or service as a result of the delay, it may withdraw from the contract by means of an immediate written declaration to the Seller. (5) The Seller shall only be entitled to make partial deliveries if the partial delivery is usable for the Customer within the scope of the contractual purpose, the delivery of the remaining ordered goods is ensured and the Customer does not incur any significant additional expenses or costs as a result (unless the Seller agrees to bear these costs). (6) If the Seller is in default with a delivery or service or if a delivery or service becomes impossible for the Seller, for whatever reason, the Seller's liability for damages shall be limited in accordance with § 8 of these General Terms and Conditions of Delivery.

§ 5 Place of performance, shipment, packaging, transfer of risk

(1) The place of performance for all obligations arising from the contractual relationship shall be D-73479 Ellwangen (Jagst), unless otherwise specified. If the Seller is also responsible for the installation, the place of performance shall be the place where the installation is to take place. (2) The mode of shipment and the packaging shall be at the discretion of the Seller. (3) The risk shall pass to the Customer at the latest when the delivery item is handed over (whereby the start of the loading process shall be decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made or the Seller has assumed other services (e.g. shipping or installation). If dispatch or handover is delayed due to a circumstance caused by the Customer, the risk shall pass to the Customer on the day on which the delivery item is ready for dispatch and the Seller has notified the Customer of this. (4) Storage costs after transfer of risk shall be borne by the Customer. In the event of storage by the Seller, the storage costs shall amount to 0.25% of the invoice amount of the delivery items to be stored per expired week. The right to claim and prove further or lower storage costs is reserved. (5) The shipment shall only be insured by the Seller against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the Customer and at the Customer's expense.

§ 6 Warranty, material defects
(1) The warranty period shall be 6 months from delivery or, if acceptance is required, from acceptance. (2) The delivered items shall be inspected carefully immediately after delivery to the Customer or to the third party designated by him. They shall be deemed to have been approved if the Seller has not received a written notification of defects with regard to obvious defects or other defects which were identifiable during an immediate, careful examination within five working days after delivery of the delivery item or otherwise within five working days after discovery of the hidden defect. At the Seller's request, the delivery item complained about shall be returned to the Seller carriage paid. (3) In the event of material defects of the delivered items, the Seller shall first be obliged and entitled to rectify the defect or to make a replacement delivery at its discretion within a reasonable period of time. (4) If a defect is due to the fault of the Seller, the Customer may claim damages under the conditions set out in § 8. (5) In the event of defects in components of other manufacturers which the Seller cannot remedy for licensing or factual reasons, the Seller shall, at its option, assert its warranty claims against the manufacturers and suppliers for the account of the Customer or assign them to the Customer. In the event of such defects, warranty claims against the Seller shall only exist under the other conditions and in accordance with these General Terms and Conditions of Delivery if legal enforcement of the aforementioned claims against the manufacturer and suppliers has been unsuccessful or is futile, for example due to insolvency. For the duration of the legal dispute, the limitation period for the relevant warranty claims of the Customer against the Seller shall be suspended. (6) The warranty shall lapse if the Customer modifies the delivery item or has it modified by a third party without the Seller's consent and the rectification of defects is thereby rendered impossible or unreasonably difficult. In any case, the Customer shall bear the additional costs of remedying the defect resulting from the modification. (7) Any delivery of used items agreed with the Customer in individual cases shall be made to the exclusion of any warranty for material defects.

§ 7 Industrial Property Rights
(1) The Seller warrants in accordance with the provisions of this § 7 that the delivery item is free from industrial property rights or copyrights of third parties. Each contracting party shall notify the other contracting party in writing without delay if claims are asserted against it due to the infringement of such rights. (2) In the event that the delivery item infringes an industrial property right or copyright of a third party, the Seller shall, at its option and at its expense, modify or replace the delivery item in such a way that no rights of third parties are infringed any longer, but the delivery item continues to fulfill the contractually agreed functions, or procure the right of use for the Customer by concluding a license agreement. If he does not succeed in doing so within a reasonable period of time, the Customer shall be entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages by the Customer shall be subject to the limitations of § 8 of these General Terms and Conditions of Delivery. (3) In the event of infringements of rights by products of other manufacturers supplied by the Seller, the Seller shall, at its discretion, assert its claims against the manufacturers and upstream suppliers for the account of the Customer or assign them to the Customer. In these cases, claims against the Seller shall exist in accordance with the provisions only if the judicial enforcement of the aforementioned claims against the manufacturers and upstream suppliers was unsuccessful or is futile, for example due to insolvency.

§ 8 Liability for damages
(1) The Seller shall be liable for damages - irrespective of the legal grounds - in the event of intent and gross negligence. In the event of simple negligence, the Seller shall only be liable a) for damages resulting from injury to life, body or health, b) for damages resulting from the breach of a material contractual obligation (obligation the fulfillment of which is a prerequisite for the proper performance of the contract or on the fulfillment of which the contractual partner could regularly rely); in this case, however, the liability of the Seller shall be limited to the compensation of the foreseeable, typically occurring damage, however, to a maximum of € 5.000,000.00 per damage event (corresponding to the current coverage amount of its product liability insurance or liability insurance). Liability under the Product Liability Act shall remain unaffected. (2) Liability for consequential damages is excluded.

§ 9 Retention of Title
(1) Until full payment of all present and future claims of the Seller against the Customer arising from the current business relationship, the Seller retains title to the contractual items sold and delivered. (2) The contractual items subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claim. The Customer shall notify the Seller immediately in writing if and to the extent that third parties seize the goods to which the Seller retains title. (3) However, the Customer shall be entitled to resell and/or process the contractual products subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition. a) The retention of title shall extend to the products resulting from the processing, mixing or combining of the Seller's contractual products and their full value, whereby the Seller shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, the latter's right of ownership remains, the Seller shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to goods delivered under retention of title. b) The Buyer hereby assigns to the Seller by way of security all claims against third parties arising from the resale of the goods or the product in total or in the amount of any co-ownership share in the Seller pursuant to the preceding paragraph. The Seller accepts the assignment. c) The Customer shall remain authorized to collect the claim in addition to the Seller. The Seller undertakes not to collect the claim as long as the Customer meets its payment obligations to the Seller, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in its ability to perform. d) If the realizable value of the securities exceeds the Seller's claims by more than 10%, the Seller shall release securities of the Seller's choice at the Customer's request.

§ 10 Final Provisions
(1) The place of jurisdiction for any disputes arising from the business relationship between the Seller and the Customer shall be, at the Seller's option, D-73479 Ellwangen or the Customer's registered office. For actions against the Seller, D-73479 Ellwangen shall be the exclusive place of jurisdiction. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision. (2) The relations between the Seller and the Customer shall be governed exclusively by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply. (3) Should one or more provisions of this contract be or become invalid or void in whole or in part, or should this agreement contain a loophole, the validity of the remaining provisions of this contract shall remain unaffected thereby. The contracting parties agree already now that an invalid clause or a clause that becomes invalid during the execution of the contract shall be replaced by a clause that comes closest to the invalid clause in economic terms.

§ 11 Allgemeine Hinweise:
(1) Der Auftraggeber nimmt davon Kenntnis, dass der Verkäufer Daten aus dem
Vertragsverhältnis nach § 28 Bundesdatenschutzgesetz zum Zwecke der Datenverarbeitung
speichert und sich das Recht vorbehält, die Daten, soweit für die Vertragserfüllung
erforderlich, Dritten (zB. Versicherungen) zu übermitteln.

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(2) Die Kontaktdaten der VRI sind:

VRI GmbH Batterie-Technik Industrial Equipment
Ralf Isermeyer
Wilhelm-Maybach-Strasse 4
73479 Ellwangen / Germany

Phone: +49 (0)7961-9 22 88-0
Fax: +49 (0)7961-9 22 88-88
E-mail: info@vri-gmbh.de
Internet: www.vri-gmbh.de

Sales tax identification number according to § 27 a sales tax law: DE 144637797

Register: Register designation: Register Court Ulm
Register number: HRB 267-E