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Standard Terms of Sale and Delivery
 
  1. Terms and Conditions.The following terms and conditions shall supersede and replace any terms and conditions of Buyer's order or any other Buyer documents that are inconsistent with or in addition to those of these Terms and Conditions. No understanding, agreement, term, condition or trade custom at variance from these Terms and Conditions shall be binding on Seller. Acceptance of delivery of any shipment hereunder shall constitute acceptance of Seller's Terms and Conditions.
  2. Warranties; Disclaimer.Seller warrants for a period of 45 days after the date of delivery in accordance with Section 4 hereof that the goods shall be free from defects in material and workmanship. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. Warranty claims must be made in writing, must recite the nature and details of the claim, the date the cause of the claim was first observed and the serial number, if any, of the goods involved, and must be received by Seller no later than 15 days after the expiration the warranty period set forth above. Seller's sole obligation if such warranty is breached shall be to provide replacement goods at no charge to Buyer. Buyer shall retain all such replaced goods for Seller's inspection for six months after their replacement. All such replaced goods shall become the property of Seller upon their replacement.
  3. Pricing; Payment Terms.All prices are Free Carrier Seller's manufacturing or warehousing facility and include packing in accordance with Seller's standard commercial export practices. Special packing or handling shall be at the sole expense of Buyer. All payments represent net amounts Seller is entitled to receive and shall not be subject to any deductions for any reason whatsoever. If any payments become subject to taxes, duties, withholdings, assessments or fees of whatever kind, said payments shall be increased to such an extent as to enable Seller to receive the net amounts due. The time for payment shall be as per Seller's quotation, confirmation or other Seller written advice; otherwise net 30 days from date of invoice. Buyer shall reimburse Seller's costs of collection of overdue invoices including, without limitation, reasonable attorney's fees and costs.
  4. Delivery;Title; Risk of Loss; Insurance. Delivery shall be made ex-works Seller's manufacturing or warehouse facility when Seller notifies Buyer that goods ordered are available for pick-up, whereupon title to goods and risk of loss thereof or damage thereto shall pass to Buyer. If Buyer does not pick up the goods within fifteen (15) working days of such notice, Seller may charge Buyer for the actual warehousing costs incurred.
  5. Insurance. Buyer shall insure each shipment with a reputable insurer for the full invoice amount of such shipment. Such insurance shall provide for full coverage from the time the goods are delivered until Buyer shall have paid Seller for same in full. Seller reserves all rights with respect to delivered goods permitted by law including, without limitation, the rights of rescission, repossession, resale, and stoppage in transit until the full amount due from Buyer in respect of all delivered goods has been paid.
  6. Claims; Exclusions. Buyer shall promptly inspect each shipment upon arrival. In the event of any shortage, damage or discrepancy in or to a shipment, Buyer shall promptly report the same to Seller and furnish such written evidence or other documentation as Seller may deem appropriate. Seller shall not be liable for any such shortage, damage or discrepancy unless Seller has received written notice and substantiating evidence thereof from Buyer within thirty (30) days of arrival of the goods at Buyer's shipping address. If the substantiating evidence delivered by Buyer demonstrates to Seller's reasonable satisfaction that Seller is responsible for such shortage, damage or discrepancy, Seller shall promptly deliver additional or substitute goods or issue a credit to Buyer, provided that in no event shall Seller be liable for any additional costs, expenses or damages incurred by Buyer directly or indirectly as a result of such shortage, damage or discrepancy in or to a shipment. Seller shall have no replacement obligation if: (a) replacement of goods shall have been required through normal use or necessitated in whole or in part by force majeure, or by the fault or negligence of Buyer or its contractors or customers; or (b) the goods have not been properly stored, used or maintained in accordance with Seller's then applicable operating manuals, or shall have been modified in any manner without prior written consent of Seller.
  7. Limitation of Liability. Buyer shall in no event be entitled to recover from Seller any incidental or consequential damages in connection with the goods sold hereunder including, without limitation, any such damages arising from liability based on breach of warranty, contract, tort, strict liability or any other statutory or common law theory of liability. Buyer expressly waives the right to recover damages from Seller with regard to delays in delivery of the goods sold hereunder.
  8. Import and Export. In the event of international sales, Buyer shall comply with all laws and regulations and obtain all licenses and permits required to import the goods to its delivery address, and shall supply Seller on a timely basis with all necessary information and documentation required for Seller to export the goods to Buyer's delivery address.
  9. Force Majeure. Events of force majeure and any and all like or different causes beyond the reasonable control of a party shall excuse its performance to the extent and for the duration performance is prevented thereby.
  10. Language. German language shall control in the interpretation of these Terms and Conditions notwithstanding their translation into any other language.
  11. Choice of Law. These Standard Terms and the contractual relationship between us and our customer shall be governed by German law, to the exclusion of the uniform international law, in particular the United Nations Convention on Contracts for the International Sale of Goods. Any dispute (including international disputes) arising directly or indirectly from or in connection with this contract shall be adjudicated solely in German courts.
  12. Severability Should one or more provisions of these Standard Terms be or become invalid or be modified in writing by contractual agreement, this shall not affect the validity or the remaining provisions.