General terms and conditions of VETEC GmbH

§1 Scope of Application
  1. Our deliveries and services are exclusively subject to the following terms and conditions. They are an integral part of our delivery and service contracts. Consequently, changes only apply if they have been accepted by us in written form.
  2. Delivery terms of the purchaser are expressly objected to by our terms and conditions.
  3. The purchaser accepts our general terms and conditions with the order placement, latest on and by receipt of the goods.
  4. These terms and conditions shall also apply to future deliveries on the basis of written orders or orders by telephone, provided that it can be assumed that the purchaser must have known the terms and conditions from previous transactions and that he had been explicitly informed upon conclusion of the contract.
  5. Oral agreements and telephone agreements, arrangements, side-agreements etc. as well as sales or special arrangements made by our sales representatives are only then binding respectively valid for us if they have been subsequently confirmed in writing by us.
  6. Since we have a business relation almost entirely with traders resp. merchants, our terms and conditions are primarily focused on legal transactions between merchants. In case supplies are made to final consumers in individual cases, they are only linked to our terms and conditions under consideration of the Law about terms and conditions!
  7. We are entitled to process data about the purchaser, obtained thru the business relation or in connection with it, no matter if they are from the purchaser itself or from third parties, according to the Federal Data Protection Act.
§2 Delivery Terms
  1. The prices of all lists and offers are subject to change and non-binding, unless a certain period of validity has been specified in writing. They are quoted in Euro ex works without packaging, freight and assembly, however plus VAT. Delivery is carried out ex works Remscheid, unless otherwise agreed. Upon handover of goods to the shipper or freighter, at latest, however, when leaving the factory premises, risk shall transfer to the buyer.
  2. Packaging that may be needed will be invoiced at cost price and will not be taken back.
  3. To the extent that the respective packages require participation in a scheme within the meaning of the packaging act (VerpackungsG), the customer is obliged to register with the central office as we do not qualify as a distributor pursuant to Section 3 (9) (2) VerpackungsG.
  4. Partial deliveries on our part shall be permitted.
  5. Purchasing orders, contracts, agreements, confirmations as well as all contractual declarations of legal significance shall only become binding on our part upon receipt of our written order confirmation. The order confirmation shall be solely decisive for the scope and equipment of the purchase order and this also applies for deviations from the purchase order, unless a complaint is submitted within one week and is accepted by us.
  6. Our delivery obligation requires the buyer?s creditworthiness. If justified doubts should emerge in this respect, we are entitled to demand sureties or to withdraw from our obligation to deliver without the buyer having any claim to compensation against us. Also, the purchase price for the goods already delivered is payable immediately.
  7. Stoppages respectively interruptions of operations, states of war, industrial disputes and strikes or events of force majeure at our place and our raw material plant respectively at our suppliers? shall entitle us to suspend delivery for the duration of such disruptions or to withdraw from accepted orders and contracts or to charge the prices applicable on the day of dispatch.  Claims for damages that are based on these circumstances shall not be permitted.
  8. Return shipments can only be accepted with our explicitly declared prior consent. The originally packed parts from our current product range, returned to us upon our approval, shall be in perfect and saleable condition.  Carriage for the return shipment shall be paid and shipment made at the risk of the returning party by deducting 15% handling charges.
  9. All delivery dates and deadlines are always non-binding unless explicitly accepted as binding in writing.
  10. In the event that the client does not take delivery of the goods ordered to be delivered on demand within 6 months, we are entitled to claim compensation after specifying an extension of the period.
  11. Deviations of the drawings, illustrations, dimensions and weights specified in the lists as well as of warranted characteristics shall be permissible considering the standard commercial tolerances or in accordance with DIN standards or whenever this is general practice.
§3 Terms of Payment
  1. Following terms of payment apply for all deliveries of our goods and products.
  2. Due for payment within 14 days from date of invoice less 2% discount, within 30 days from date of invoice strictly net cash.
  3. In case of overdue payments standard banking practice interests shall be charged without any notice of default, apart from that the legal conditions and consequences of default are applicable.
  4. Bills of exchange and cheques shall be accepted for payment only but not instead of payment and shall be valid as payment only upon encashment. The acceptance of bills of exchange requires specific agreement. Discount charges and costs shall be borne by the customer.
  5. The retention of payments against counter-claims for reasons not acknowledged by us or offsetting against such claims as well as deductions of invoices without our written consent are not permissible, unless the counter-claims are undisputed or legally acknowledged.  Complaints or differences of opinion do not postpone the obligation to make timely payments.
  6. Failure to comply with conditions of payment or other circumstances which, in our opinion, raise serious doubts as to the creditworthiness of the purchaser will result in the immediate claim for settlement of all our demands of payment.
  7. We only carry out deliveries to unknown purchasers respectively to purchasers, not being in a continual business relationship with us, in return for cash on delivery, advance payments or a bank guarantee.
  8. In case of suspension of payments, legal and out-of-court settlement proceedings, compulsory settlement or insolvency, half of the granted discount is ceased.
  9. Persons acting on our behalf are not authorized to receive payments. Exceptions require our explicit written agreement.
§4 Retention of Ownership
  1. The goods and products supplied remain our property until complete payment of all shipments including accessory claims and encashment and discharge of cheques and bills of exchange which we have accepted in lieu of payment. Our demands shall not be lost with an inclusion in an open item basis balance and its recognition. Payment is considered effected upon receipt of the equivalent value on our part.
  2. The purchaser is entitled to resell the reserved goods within ordinary business transactions, however, he is not entitled to pledge or assign as security. For preventing claims for compensation for damages, such impairment shall be reported immediately in writing. The purchaser is required to protect our rights in credited resale of the conditional goods. The purchaser shall cede to us the claims arising from the resale of the reserved goods by now; we accept this cession. Regardless of the cession and of our entitlement to collect payment the purchaser is entitled to collect the claims as long as he fulfills his obligations towards us and does not fall into financial collapse. If requested by us, the purchaser shall provide the necessary information required for collection of any assigned claims and shall notify the debtors about the assignment.
  3. The purchaser performs any processing on our behalf without any obligation on our part. In the case of processing, connection or mixing of the reserved goods with other goods that do not belong to us, we are entitled to receive a joint ownership share with regard to the new goods at the ratio of the value of the reserved goods towards the other processed goods at the time of processing or combining. If the purchaser acquires sole ownership of the new product, it is agreed and understood between the contracting parties that the purchaser shall grant a share in ownership of the new product in the proportion of the value of the reserved goods processed or combined and shall keep the new product for us without remuneration. If the reserved goods are resold together with other goods, regardless if without or after processing or combining, the above agreed assignment in advance shall only apply up to the amount of the reserved goods which are resold with the other goods. The assignment shall be made in the amount of the invoice value of the reserved goods. The purchaser shall immediately inform us of any compulsory enforcement proceedings of third parties regarding the reserved goods or the claims assigned in advance, and must hand over the documents which are necessary to object to these proceedings.
  4. In the event that the value of our goods subject to reservation of title plus the value of the assigned claims exceeds the amount of our claims against the purchaser by more than 20%, the oldest claims assigned to us in each case shall be reassigned to the purchaser until the value of the securities given to us is at the most 20% above the amount of our claims. If the securities specified exceed by more than 20% even at complete reassignment of all claims, the oldest goods subject to reservation of title transfers to the ownership of the purchaser.
  5. In the event that the purchaser is not able to return the delivery item in proper condition and free of transportation charges, he shall be liable for all freight charges and damages in this regard.
  6. In case the reserved goods are installed in a piece of land or property by the purchaser, the purchaser hereby assigns the resulting claims for compensation to us in the amount of the reserved goods? value including all ancillary rights such as the right to the granting of a claim-securing mortgage with priority over all other debts; we accept the assignment.
  7. The purchaser shall immediately inform us of any compulsory enforcement proceedings regarding the reserved goods or the claims assigned in advance and must hand over the documents which are necessary to object to these proceedings. Costs of intervention arising therefrom are at the purchaser?s expense.
  8. The assertion of the retention of ownership is not regarded as withdrawal from the contract.
  9. The purchaser is obliged to insure the reserved goods against fire and burglary.
§5 Complaints and Warranty
  1. Complaints of what kind ever are only taken into consideration if they, in case of obvious defects, have been brought to our attention within 8 days after receipt of the goods. They do not effect any change on the terms of payment agreed upon.
  2. In case of justified complaints, the purchaser shall be entitled to rectification of the defects respectively to delivery of faultless goods.
  3. Should the rectification fail respectively the deficiencies not be remedied by replacement, the purchaser shall have the right to rescission of contract or to a price reduction according to the statutory provisions.
  4. Further claims for compensation are excluded insofar as they are not based on intent or gross negligence.
  5. Excluded from a complaint are natural wear, any damage caused by force, as a result of improper handing or use as well as excessive strain or elemental effects.
  6. In case any unauthorized changes are made to the goods or are arranged with a third party, the right of notice of defects expires.
§6 Place of Fulfillment and Jurisdiction
  1. Place of fulfillment for delivery and payment is Schweinfurt insofar as this is legally permitted.
  2. Place of jurisdiction, inclusive cheque and bill of exchange processes, for both parties is exclusively Schweinfurt, provided that the contractual partner is a registered merchant or does not have its place of general jurisdiction in Germany.
§7 Inventions and Patents
  1. In case the company VETEC GmbH provides planning services and the contracting party applies the result of these planning services for a patent in terms of § 1 PatG (Patents Act) the contracting party is regarded as the patentee in terms of § 9 PatG.
  2. The contracting party is obliged, however, to allow the company VETEC GmbH an adequate share in the revenues generated from the exploitation of the patent. These include revenues from sales based on the goods of the planning services provided by the company VETEC GmbH as well as those revenues generated from exclusive or non-exclusive licenses.
  3. The contracting parties will make a separate agreement about the extent of the share. However, the company VETEC GmbH shall be granted a 10% share of the net revenue from licenses.
§8 Final Provisions
  1. All legal relations between our clients and us shall be exclusively governed by the laws of the Federal Republic of Germany, also between our foreign clients.
  2. Should single items or conditions of our general terms and conditions be completely or partly ineffective, the remaining terms nevertheless shall remain valid.
  3. The acceptance of the confirmation of the order or of the invoice without any appeal confirms us its correctness and the acceptance of above mentioned conditions.