VDMA con­di­tions for the deliv­ery of

Machines for domest­ic business

For use opposite:

1. A per­son who, when con­clud­ing the con­tract, is exer­cising their com­mer­cial or inde­pend­ent pro­fes­sion­al activ­ity (entre­pren­eur);
2. Leg­al per­sons under pub­lic law or a spe­cial fund under pub­lic law.

I. Gen­er­al

• All deliv­er­ies and ser­vices are sub­ject to these con­di­tions as well as any sep­ar­ate con­trac­tu­al agree­ments. Devi­at­ing pur­chas­ing con­di­tions of the cus­tom­er do not become part of the con­tract even if the order is accepted.

In the absence of a spe­cial agree­ment, a con­tract is con­cluded with the supplier’s writ­ten order confirmation.

• The sup­pli­er reserves the prop­erty rights and copy­rights to samples, cost estim­ates, draw­ings and sim­il­ar inform­a­tion of a tan­gible and intan­gible nature — also in elec­tron­ic form; they must not be made access­ible to third parties. The sup­pli­er under­takes to make inform­a­tion and doc­u­ments des­ig­nated as con­fid­en­tial by the cus­tom­er avail­able to third parties only with the customer’s consent.

II. Price and Payment

1. In the absence of a spe­cial agree­ment, the prices apply ex works includ­ing load­ing in the works, but exclud­ing pack­aging and unload­ing. Value added tax at the respect­ive stat­utory rate is added to the prices.
2. In the absence of a spe­cial agree­ment, pay­ment must be made without any deduc­tion to the supplier’s account, namely:
   1/3 down pay­ment after receipt of the order con­firm­a­tion,
   1/3 as soon as the cus­tom­er has been informed that the main parts are ready for dis­patch, the remainder with­in one month after the trans­fer of risk
3. The cus­tom­er is only entitled to with­hold pay­ments if his coun­ter­claims are undis­puted or have been leg­ally established
4. The right of the cus­tom­er to off­set against coun­ter­claims from oth­er leg­al rela­tion­ships is only avail­able to the extent that they are undis­puted or have been leg­ally established
   

III.Delivery time, deliv­ery delay

1. The deliv­ery time res­ults from the agree­ments that your com­pli­ance by the sup­pli­er pre­sup­poses that all com­mer­cial and tech­nic­al ques­tions between the con­tract­ing parties have been cla­ri­fied and that the cus­tom­er ful­fills all oblig­a­tions incum­bent on him, such as has provided the neces­sary offi­cial cer­ti­fic­ates or per­mits or has made a down pay­ment. If this is not the case, the deliv­ery time will be exten­ded accord­ingly. This does not apply if the sup­pli­er is respons­ible for the delay.
2. Com­pli­ance with the deliv­ery time is sub­ject to cor­rect and timely delays which the sup­pli­er will noti­fy as soon as possible.
3. The deliv­ery time is com­plied with if the deliv­ery item has left the supplier’s works by the time it expires or if the read­i­ness for dis­patch has been reported.
4. If the dis­patch of the deliv­ery item is delayed for reas­ons for which the cus­tom­er is respons­ible, he will be charged for the costs incurred as a res­ult of the delay, begin­ning one month after noti­fic­a­tion of read­i­ness for dis­patch or acceptance.
5. If the non-com­pli­ance with the deliv­ery time is due to force majeure, labor dis­putes or oth­er events that are bey­ond the con­trol of the sup­pli­er, the deliv­ery time is exten­ded. The sup­pli­er will inform the cus­tom­er of the begin­ning and end of such cir­cum­stances as soon as possible.
6. The pur­chaser can with­draw from the con­tract without set­ting a dead­line if the sup­pli­er is finally unable to per­form the entire ser­vice before the trans­fer of risk. The pur­chaser can also with­draw from the con­tract if, in the case of an order, the exe­cu­tion of part of the deliv­ery becomes impossible and he has a legit­im­ate interest in the refus­al the par­tial deliv­ery. If this is not the case, the cus­tom­er must pay the con­tract price applic­able to the par­tial deliv­ery. The same applies if the sup­pli­er is unable to do so. Oth­er­wise, Sec­tion VII.2 applies. 
7. If the sup­pli­er is in default and the pur­chaser suf­fers dam­age as a res­ult, he is entitled to lump-sum com­pens­a­tion for default due to non-tim­ley or non.contractual use. The com­pens­a­tion is 0.5 per­cent per week of the price of the part that was not delivered.

If the impossib­il­ity or inab­il­ity occurs dur­ing the delay in accept­ance or if the cus­tom­er is solely or largely respons­ible for these cir­cum­stances, he remains obliged to provide consideration.

If the cus­tom­er sets the sup­pli­er — tak­ing into account the stat­utory excep­tion­al cases — a reas­on­able dead­line for per­form­ance after the due date and the dead­line is not met, the cus­tom­er is entitled to with­draw with­in the frame­work of the stat­utory pro­vi­sions. Upon request by the sup­pli­er, he under­takes to declare with­in a reas­on­able peri­od of time wheth­er he is mak­ing use of his right of withdrawal.

Fur­ther claims from delay in deliv­ery are determ­ined exclus­ively in accord­ance with Sec­tion VII.2 of these terms and conditions.

IV. Trans­fer of risk, acceptance

1. The risk passes to the pur­chaser when the deliv­ery item has left the fact­ory, even if par­tial deliv­er­ies are made or the sup­pli­er has taken on oth­er ser­vices, e.g. ship­ping costs or deliv­ery and install­a­tion. If an accept­ance has to take place, this is decis­ive for the trans­fer of risk. It must be car­ried out imme­di­ately on the accept­ance date, altern­at­ively after the sup­pli­er has repor­ted that the goods are ready for accept­ance. The cus­tom­er may not refuse accept­ance in the event of a minor defect.
2. If the deliv­ery is delayed or if the accept­ance is not car­ried out due to cir­cum­stances that are not attrib­ut­able to the sup­pli­er, the risk is trans­ferred to the cus­tom­er on the day of the noti­fic­a­tion of read­i­ness for deliv­ery or accept­ance. The sup­pli­er under­takes to take out the insur­ance reques­ted by the pur­chaser at the purchaser’s expense.
3. Par­tial deliv­er­ies are per­mit­ted inso­far as this is for the customer

V. Reten­tion of title

1. The sup­pli­er retains own­er­ship of the deliv­ery item until all pay­ments have been received — includ­ing for addi­tion­al ancil­lary ser­vices owed under the deliv­ery contract.
2. The sup­pli­er is entitled to insure the deliv­ery item against theft, break­age, fire, water and oth­er dam­age at the expense of the cus­tom­er, unless the cus­tom­er can be shown to have taken out the insur­ance himself.
3. The pur­chaser may neither sell nor pledge the deliv­ery item nor assign it as secur­ity. In the event of seizure, con­fis­ca­tion or oth­er dis­pos­al by third parties, he must inform the sup­pli­er immediately.
4. In the event of breach of con­tract by the pur­chaser, in par­tic­u­lar in the event of default in pay­ment, the sup­pli­er is entitled to take back the deliv­ery item after a remind­er and the pur­chaser is entitled to sur­render it.
5. Due to the reten­tion of title, the sup­pli­er can only demand the return of the deliv­ery item if he has with­drawn from the contract

VI. Claims for defects

The sup­pli­er is liable for mater­i­al and leg­al defects in the deliv­ery to the exclu­sion of fur­ther claims — sub­ject to Sec­tion VII — as follows:

Mater­i­al defects

1. All those parts are to be repaired or replaced free of defects at the option of the sup­pli­er, which turn out to be defect­ive as a res­ult of a cir­cum­stance pri­or to the trans­fer of risk. The sup­pli­er must imme­di­ately notice such defects in writ­ing. Replaced parts become the prop­erty of the supplier.
2. In order to carry out all repairs and replace­ment deliv­er­ies that appear neces­sary to the sup­pli­er, the cus­tom­er must, after con­sult­ing the sup­pli­er, give the sup­pli­er the neces­sary time and oppor­tun­ity; oth­er­wise the sup­pli­er is not liable for the res­ult­ing con­sequences and to demand reim­burse­ment of the neces­sary expenses from the supplier.
3. If the com­plaint turns out to be jus­ti­fied, the sup­pli­er bears the expenses neces­sary for the pur­pose of sub­sequent per­form­ance, provided that this does not res­ult in a dis­pro­por­tion­ate bur­den on the sup­pli­er. In the case of the sale of a newly man­u­fac­tured item, he also reim­burses the expenses incurred by the cus­tom­er in the con­text of recourse claims in the sup­ply chain to the extent of his stat­utory obligation.
4. The cus­tom­er has the right to with­draw from the con­tract with­in the frame­work of the stat­utory pro­vi­sions if the sup­pli­er — tak­ing into account the stat­utory excep­tion­al cases — allows a reas­on­able dead­line set for the repair or replace­ment deliv­ery due to a mater­i­al defect to elapse without res­ult. If there is only an insig­ni­fic­ant defect, the cus­tom­er only has the right to reduce the con­tract price. Oth­er­wise, the right to reduce the con­tract price remains excluded.
5. Fur­ther claims are exclus­ively based on Sec­tion 2 of these terms and conditions.
6. In par­tic­u­lar, no liab­il­ity is assumed in the fol­low­ing cases:

Unsuit­able or improp­er use, incor­rect assembly or com­mis­sion­ing by the cus­tom­er or a third party, nat­ur­al wear and tear, incor­rect or neg­li­gent treat­ment, improp­er main­ten­ance, unsuit­able equip­ment, defect­ive con­struc­tion work, unsuit­able build­ing site, chem­ic­al, elec­tro­chem­ic­al or elec­tric­al influ­ences — unless they are dated by Sup­pli­ers are responsible.

Defects of title

If this is not pos­sible under eco­nom­ic­ally reas­on­able con­di­tions or with­in a reas­on­able peri­od, the cus­tom­er is entitled to with­draw from the con­tract. Under the con­di­tions men­tioned, the sup­pli­er is also entitled to with­draw from the contract.

In addi­tion, the sup­pli­er will indem­ni­fy the cus­tom­er from undis­puted or leg­ally estab­lished claims of the prop­erty rights hold­er concerned.

• The oblig­a­tions of the sup­pli­er named in sec­tion 8 are final, sub­ject to sec­tion VII.2, in the event of a prop­erty right or copy­right infringement.

They only exist when:

• the cus­tom­er informs the sup­pli­er imme­di­ately of any alleged infringe­ments of prop­erty rights or copyrights,
• the pur­chaser sup­ports the sup­pli­er to a reas­on­able extent in defend­ing against the asser­ted claims in the imple­ment­a­tion of the modi­fic­a­tion meas­ures in accord­ance with sec­tion VI. 8 allows,
• the sup­pli­er reserves the right to take all defens­ive meas­ures, includ­ing out-of-court settlements,
• the leg­al defi­ciency is not based on an instruc­tion from the cus­tom­er and
• the infringe­ment was not caused by the fact that the cus­tom­er changed the deliv­ery item without author­iz­a­tion or used it in a man­ner that was not in accord­ance with the contract

VII. Liab­il­ity of the sup­pli­er, exclu­sion of liability

In the event of culp­able breach of essen­tial con­trac­tu­al oblig­a­tions, the sup­pli­er is also liable in the event of gross neg­li­gence on the part of non-exec­ut­ive employ­ees and in the event of slight neg­li­gence, in the lat­ter case lim­ited to the reas­on­ably fore­see­able dam­age typ­ic­al of the contract.

Fur­ther claims are excluded.

VIII. Stat­ute of Limitations

All claims of the cus­tom­er — for whatever leg­al reas­ons — become stat­ute-barred after 12 months; this also applies to the lim­it­a­tion of recourse claims in the sup­ply chain in accord­ance with Sec­tion 445b (1) of the Ger­man Civil Code (BGB), provided that the last con­tract in this sup­ply chain is not a sale of con­sumer goods. The sus­pen­sion of expiry from Sec­tion 445b (2) of the Ger­man Civil Code (BGB) remains unaf­fected. The stat­utory dead­lines apply to claims for dam­ages in accord­ance with Sec­tion VII. 2 a ‑ d and f. They also apply to defects in a build­ing or to deliv­ery items that have been used for a build­ing in accord­ance with their nor­mal use and have caused its defectiveness.

IX. Soft­ware usage

If soft­ware is included in the scope of deliv­ery, the cus­tom­er is gran­ted a non-exclus­ive right to use the soft­ware sup­plied includ­ing its doc­u­ment­a­tion. It is made avail­able for use on the deliv­ery item inten­ded for it. Use of the soft­ware on more than one sys­tem is prohibited.

The cus­tom­er may only repro­duce, revise, trans­late or con­vert the soft­ware from the object code to the source code to the extent per­mit­ted by law (§§ 69 a ff. UrhG). The cus­tom­er under­takes not to remove man­u­fac­turer inform­a­tion — in par­tic­u­lar copy­right notices — or to change them without the pri­or express con­sent of the supplier.

All oth­er rights to the soft­ware and the doc­u­ment­a­tion includ­ing cop­ies remain with the sup­pli­er or the soft­ware sup­pli­er. Sub­li­cens­ing is not permitted.

X. Applic­able law, place of jurisdiction

1. For all leg­al rela­tion­ships between the sup­pli­er and the cus­tom­er, the law of the Fed­er­al Repub­lic of Ger­many, which is rel­ev­ant for the leg­al rela­tion­ships between domest­ic parties, applies exclusively
2. The place of jur­is­dic­tion is the one respons­ible for the registered office of the sup­pli­er. How­ever, the sup­pli­er is entitled to take leg­al action at the customer’s headquarters.