Términos del servicio

§ 1 General

We sell and deliver our products exclusively under the following General Terms and Conditions (GTC) and exclusively to entrepreneurs within the meaning of § 14 BGB, to legal entities under public law or special funds under public law. A sale to consumers in the sense of § 13 BGB does not take place. These GTC shall also apply in the version valid at the time of the respective order by the Buyer to all similar future contracts for the sale and/or delivery of movable goods with the same Buyer, without us having to refer to them again in each individual case. Verbal agreements are invalid. Declarations as well as promises are only binding after our express written confirmation. Deviating, conflicting or supplementary general terms and conditions of purchase (GTCP) of the Buyer shall only become part of the contract if and to the extent that we have expressly consented to their application. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the Buyer without reservation in the knowledge of the Buyer's GPC and have not expressly objected thereto.

§ 2 Conclusion of contract

Our offers are subject to change and non-binding. This shall also apply if we have provided the Buyer with catalogs, technical documentation, other product descriptions or documents, also in electronic form, to which we reserve ownership rights and copyrights. We reserve the right to make technical changes as well as price changes.
If the Buyer does not expressly request an order confirmation, the invoice sent or enclosed shall also be deemed to be an order confirmation.
§ 2.1 Conclusion of contract among absent parties
The order placed by the Buyer shall be deemed to be a binding offer of contract. Unless otherwise stated in the order, we shall be entitled to accept this offer of contract within 2 weeks of its receipt by us. Acceptance may be declared either in writing or text form (e.g. by order confirmation, invoice) or by delivery of the goods to the Buyer.
§ 2.2 Conclusion of contract among persons present
In the event of a contract being concluded in the presence of a person, the purchase contract shall be deemed to have been concluded upon the Buyer's signature on the order. The Buyer shall receive a digital or paper copy of the order form.
If the contract is concluded among persons present, the digital or paper copy of the order form given to the Buyer shall be deemed to be the order confirmation.

§ 3 Prices and terms of payment

We always deliver at the prices valid on the day of delivery. This applies in particular to orders and purchase orders for longer periods, even if the original order or order confirmation was based on a different price.
Our prices are ex works including packaging and excluding shipping costs. All prices quoted are in euros plus the applicable statutory value-added tax. The buyer has the choice between the following methods of payment: prepayment, bank transfer, immediate cash payment, check or cash on delivery. In the case of first orders, we generally only deliver against prepayment.
In case of payment of the purchase price against invoice, the buyer has to pay directly to us within 7 days after date of invoice and exclusively to one of our accounts. The deduction of a discount is only permissible with a special written agreement.
Upon expiration of the above payment deadline, the buyer is in default. During the period of default, interest shall be charged on the purchase price at the statutory default interest rate applicable at the time. We reserve the right to assert further damage caused by default. With respect to merchants, our claim to the commercial due date interest rate (§ 353 HGB) shall remain unaffected.

§ 4 Delivery

In the case of orders placed by telephone or verbally, in the event of disagreement on the scope of the contract, the purchaser shall provide evidence of any deviation from our written contractual offer.
All deliveries shall be made ex warehouse Tuttlingen at the risk of the Buyer. As proof of the proper dispatch of the goods, the presentation of the receipt of the respective carrier shall be sufficient.
We reserve the right to make partial deliveries. It is a prerequisite that the respective partial delivery can be used in detail by the buyer. We do not assume any liability for the determination of the most favorable shipping route.
In the event of a delay in acceptance by the purchaser, we shall charge 10% of the gross sales price as compensation for the damage caused by the delay. In the event that the actual damage incurred exceeds this lump sum, we reserve the right to prove and claim the higher damage.

§ 5 Delivery periods/delay in delivery

Goods ordered which are in stock shall be made ready for dispatch by us within the shortest possible period.
The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the buyer is required. If we are in default of delivery, the purchaser may demand lump-sum compensation for the damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of the delay, but in total not more than 5% of the delivery value of the goods delivered late. We reserve the right to prove that the Buyer has not suffered any damage at all or that the damage is significantly less than the aforementioned lump sum. The rights of the Buyer pursuant to § 10 of these GTC and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected. The Buyer shall only be entitled to rescind the contract due to non-compliance with the delivery period if he has granted us a grace period of at least four weeks in writing.

§ 6 Transport risk, transfer of risk in case of shipment

If the goods are shipped to the Buyer at the Buyer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the Buyer when the goods are handed over to the carrier, forwarder or person designated to carry out the transport, at the latest when the goods leave the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.

§ 7 Retention of title

We reserve title to the goods sold by us until full payment of all our present and future claims arising from the respective purchase contract as well as from the current business relationship (secured claims).
The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The buyer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties (e.g. seizures) have access to the goods belonging to us.
In case of breach of contract by the buyer, in particular in case of non-payment of the due purchase price, we shall be entitled to withdraw from the contract in accordance with the statutory provisions or/and to demand surrender of the goods on the basis of the reservation of title. The demand for return does not at the same time include the declaration of withdrawal; we are rather entitled to demand only the return of the goods and to reserve the right of withdrawal. If the Buyer does not pay the purchase price due, we may only assert these rights if we have previously set the Buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable under the statutory provisions.
Until revoked in accordance with (c) below, the Buyer shall be entitled to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition:
The retention of title shall extend to the products resulting from the processing, mixing or combining of our goods at their full value, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. Otherwise, the same shall apply to the resulting product as to the goods delivered under retention of title. The Buyer hereby assigns to us by way of security any claims against third parties arising from the resale of the goods or the product in total or in the amount of our co-ownership share, if any, in accordance with the preceding paragraph. We accept the assignment. The obligations of the purchaser stated in paragraph 2 shall also apply in respect of the assigned claims. The purchaser shall remain authorized to collect the claim in addition to us. We undertake not to collect the claim as long as the purchaser meets his payment obligations towards us, there is no deficiency in his ability to pay and we do not assert the reservation of title by exercising a right in accordance with para. 3. If this is the case, however, we may demand that the buyer inform us of the assigned claims and their debtors, provide us with all information necessary for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment. In addition, in this case we shall be entitled to revoke the Buyer's authorization to further sell and process the goods subject to retention of title.
If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the Buyer's request.

§ 8 Warranty

The warranty period shall be 12 months after delivery of the goods supplied by us to the Buyer.
The warranty shall initially be limited to supplementary performance, whereby we shall decide whether to remedy the defect or deliver a defect-free item ("supplementary performance") and shall expire under the following circumstances:
On goods which have been processed, modified or on which defects have been removed by the Buyer or by third parties without our consent. There is no warranty on competitive parts or non-original parts.
If the installation of goods is carried out outside an authorized workshop.
Warranty claims of the buyer presuppose that he has properly fulfilled his obligations to inspect the goods and to give notice of defects according to § 377 HGB (German Commercial Code). Obvious defects in our delivery must be notified and specified in writing immediately after performance, non-obvious defects immediately after they become apparent. Timely dispatch shall be sufficient to meet the deadline. We cannot consider verbal or later notices of defects.
The purchaser shall bear the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect.
Defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive strain or as a result of special external influences not assumed under the contract, as well as in the case of non-reproducible software errors. If the purchaser or third parties carry out improper modifications or repair work, there shall also be no claims for defects for these and the resulting consequences.
In the event of justifiably asserted defects, we shall, at our discretion, provide replacement free of charge by repair or replacement delivery ("subsequent performance"). Subsequent performance may be refused by us if it involves disproportionate costs. If the supplementary performance fails, the purchaser may in principle, at his discretion, demand a reduction of the remuneration (abatement) or rescission of the contract (withdrawal). A subsequent improvement shall be deemed to have failed at the earliest after the second failed attempt. In the event of withdrawal, the goods must be made available to us free of charge. However, in the event of a minor lack of conformity with the contract, in particular in the case of minor defects, the Buyer shall not be entitled to withdraw from the contract. In principle, only our product description and the additional information of VITO AG in the declaration of acceptance are considered as agreed quality of the goods. Public statements, promotions or advertisements of the manufacturer do not represent a contractual quality specification of the goods. Further claims of the buyer, in particular on compensation or replacement of futile expenditures, exist also in case of defects only in accordance with § 10 below and are excluded in all other respects.

§ 9 Taking back of goods

We do not sell to consumers in the sense of § 13 BGB, a right of withdrawal of the buyer is therefore excluded.
If there is no warranty case, the goods delivered by us are not normally taken back. If, on the other hand, we should exceptionally take back goods expressly approved by us as a gesture of goodwill, the goods must be returned to us carriage paid in any case. In addition, the buyer will be charged a handling fee of 50,-€ as well as - in case of returned devices - an additional fee of 250,-€ per device for the technical inspection and re-storage.
The handling fee as well as the fee for technical inspection will be invoiced separately and are payable immediately and without deduction. Damaged or not faultless goods are excluded from the goodwill return and will not be credited. The return of goods as a gesture of goodwill will only become effective after a complete inspection by our service department has confirmed that the goods in question are in perfect condition. The return of individual and custom-made products is also excluded as a matter of principle. The customer of individual and special productions undertakes to accept and pay for the ordered goods in full if we have already started production. Transport costs and services can generally not be credited.

§ 10 Liability

Unless otherwise stated in these General Terms and Conditions, we shall be liable for any breach of contractual and non-contractual obligations in accordance with the statutory provisions.
We shall be liable for damages - irrespective of the legal grounds - within the scope of culpability in the event of intent and gross negligence. In the case of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g. care in own affairs; insignificant breach of duty):
for damages resulting from injury to life, body or health, and for damages resulting from the breach of an essential contractual obligation (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, so-called cardinal obligation); in this case, however, our liability shall be limited to the compensation of the foreseeable, typically occurring damage.
The limitations of liability resulting from para. 2 shall also apply in the event of breaches of duty by or for the benefit of persons for whose fault we are responsible in accordance with statutory provisions. They shall not apply insofar as we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods and for claims of the Buyer under the Product Liability Act. The Buyer may only withdraw from or terminate the contract due to a breach of duty which does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the Buyer (in particular pursuant to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

§ 11 Place of performance and jurisdiction

Place of performance for delivery, service and payment is 78532 Tuttlingen.
The place of jurisdiction for all legal disputes arising from the business relationship, including bills of exchange and checks, is 78532 Tuttlingen. We shall also be entitled to take legal action at the Buyer's principal place of business. Unless otherwise provided by mandatory law, the substantive law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

§ 12 Validity

These GTC are valid from 09.01.2020.
Should individual provisions of these GTC be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In such a case, the contracting parties shall be obliged to cooperate in the creation of provisions by which a result that comes as close as possible to the invalid provision in economic terms is achieved in a legally valid manner.
Deviating agreements as well as assurances of any kind require the written or text form. This also applies to the cancellation of this written or text form requirement.

78532 Tuttlingen, January 2022