VDMA conditions for the delivery of
Machines for domestic business
For use opposite:
- A person who, when concluding the contract, is exercising their commercial or independent professional activity (entrepreneur);
- Legal persons under public law or a special fund under public law.
- 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
- 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.
- 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
- The customer is only entitled to withhold payments if his counterclaims are undisputed or have been legally established
- 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
- 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.
- Compliance with the delivery time is subject to correct and timely delays which the supplier will notify as soon as possible.
- 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.
- 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.
- 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.
- 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.
- 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
- 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.
- 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.
- Partial deliveries are permitted insofar as this is for the customer
V. Retention of title
- The supplier retains ownership of the delivery item until all payments have been received — including for additional ancillary services owed under the delivery contract.
- 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.
- 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.
- 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.
- 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:
- 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.
- 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.
- 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.
- 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.
- Further claims are exclusively based on Section 2 of these terms and conditions.
- 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.
7. If the purchaser or a third party makes improper improvements, the supplier shall not
be liable for the costs arising therefrom. The same applies to changes to the delivery
item made without the prior consent of the supplier.
Defects of title
- If the use of the delivery item leads to the infringement of industrial property rights or copyrights in Germany, the supplier shall, at his own expense, generally obtain the right to further use for the purchaser or modify the delivery item in a manner that is reasonable for the purchaser in such a way that the infringement of property rights no longer exists.
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
- If the delivery item cannot be used by the customer in accordance with the contract as a result of the supplier culpably neglecting or incorrect suggestions or advice that took place before or after the conclusion of the contract, or due to the culpable breach of other secondary contractual obligations — in particular instructions for the operation and maintenance of the delivery item — then apply below Exclusion of further claims by the purchaser, the provisions of Sections VI and 2.
- The supplier is only liable for damage that has not occurred to the delivery item itself — for whatever legal reasons:
- in case of intent,
- in the event of gross negligence on the part of the owner / the executive bodies or executive employees,
- in the event of culpable harm to life, body or health,
- in the case of defects that he has fraudulently concealed,
- as part of a guarantee,
- in the event of defects in the delivery item, insofar as there is liability under the Product Liability Act for personal injury or property damage to privately used items
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
- 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
- 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.