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General Terms and Condition of Purchase and Delivery

1. Scope of application

1. The following terms and conditions apply exclusively to all offers, contracts, deliveries and consulting services of V.E.P. Baumaschinen GmbH. By placing an order, the customer agrees to these in full. We

    do not recognise deviating conditions unless we expressly agree to them in writing.

2. These General Terms and Conditions of Sale shall apply to all - including future - contracts and other services. We shall not be bound by any terms and conditions of the Buyer even if we do not expressly

    object to them again after receipt by us. 

3. Our offers are subject to change. Agreements, in particular verbal subsidiary agreements, promises, guarantees and other assurances made by our sales staff, shall only become binding when confirmed

    by us in writing. 

4. the documents belonging to the offer, such as drawings, illustrations, technical data, references to standards as well as statements in advertising material, do not constitute quality specifications,

    assurances of characteristics or guarantees, unless they are expressly designated as such in writing.

5. deviations of the delivery item from offers, samples, test and preliminary deliveries are permissible in accordance with the respectively valid DIN/EN standards or other relevant technical standards.

2. Prices and terms of payment

1. Unless otherwise agreed in writing, the prices are ex works, excluding packaging. The respective statutory value added tax shall be added to the prices. The exchange rate risk for sales outside the EU,

    which arises from the date of the supplier's sales confirmation until final payment, shall be borne by the customer.

2. Invoices are payable without any deductions within 30 days of the invoice date, unless otherwise agreed in writing. If payment is received within 8 days of the invoice date, we shall grant a cash        

    discount depending on the agreement. Services, freight and other ancillary services are not discountable. The buyer shall be in default of payment at the latest 10 days after the due date of our claim

    without the need for a reminder. 

3. Invoices for amounts below EUR 50.00 (Euro) as well as for assembly, repairs, moulds and tooling costs are due immediately and payable net. Counterclaims which are disputed by us or which have not

    been legally established do not entitle the buyer to withhold or offset payment. 

4. If the payment deadline is exceeded, at the latest from the time of default, we are entitled to charge interest in the amount of the respective bank rates for overdraft facilities, but at least interest in the

    amount of 8 % above the base interest rate. We reserve the right to claim further damage caused by default. 

    If, after conclusion of the contract, it becomes apparent that our claim for payment is endangered by the buyer's lack of ability to pay, we shall be entitled to the rights under § 321 BGB (German Civil

    Code) (plea of uncertainty). We shall then also be entitled to declare due all claims not barred by the statute of limitations from the current business relationship with the buyer and to revoke the collection

    authorisation in accordance with clause V/5. In the event of default in payment, we shall also be entitled to demand the return of the goods after the expiry of a reasonable grace period and to prohibit

    the resale and further processing of delivered goods. The taking back of the goods does not constitute a withdrawal from the contract. The buyer can avert all these legal consequences by payment or

    provision of security in the amount of our endangered claim for payment. The provisions of the Insolvency Code shall remain unaffected by the above regulations.

5. If the goods are delivered packaged, we shall charge the packaging at cost price; within the framework of the statutory regulations, we shall take back packaging delivered by us if it is returned to us

    carriage paid by the buyer within a reasonable period. 

6. An agreed cash discount always relates only to the invoice value excluding freight and presupposes the complete settlement of all due liabilities of the buyer at the time of the cash discount. 

3. Delivery times  

1. Delivery periods and dates shall be deemed to have been met if the delivery item has left our premises by the time they expire. 

2. Delivery periods shall be extended to a reasonable extent in the event of measures within the scope of industrial disputes, in particular strikes and lock-outs, as well as in the event of the occurrence of

    unforeseeable obstacles which are beyond our control, insofar as such obstacles demonstrably have a considerable influence on the production or delivery of the delivery item. This also applies if the

    circumstances occur at our suppliers. We shall inform the buyer of such circumstances without delay. These provisions apply accordingly to delivery dates. If the performance of the contract becomes

    unreasonable for one of the parties, it may withdraw from the contract in this respect. Claims for damages by the purchaser are excluded in this case.

3. The risk shall pass to the customer upon dispatch of the goods. At the request of the Purchaser, the Supplier shall insure the consignment in various areas. However, the supplier shall not be obliged to

    take out insurance.

4. If the acceptance of the goods is delayed at the request of the orderer, we reserve the right to charge monthly storage costs of 1% of the invoice amount. 


4. Retention of title

1. All goods delivered shall remain our property (reserved goods) until all claims arising from the business relationship have been fulfilled, irrespective of the legal grounds, including future or conditional


2. Processing of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating us. The processed goods shall be

    deemed to be goods subject to retention of title within the meaning of Clause V/1. If the goods subject to retention of title are processed, combined or mixed with other goods by the buyer, we shall be

    entitled to co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of

    combining or mixing, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep

    them in safe custody for us free of charge. The co-ownership rights arising hereunder shall be deemed to be goods subject to retention of title within the meaning of Clause V/1.  

3. The buyer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the

    claims from the resale are transferred to us in accordance with Clauses V/4 to V/6. He is not entitled to dispose of the reserved goods in any other way. 4. 

4. The buyer's claims from the resale of the goods subject to retention of title are already assigned to us now. They serve as security to the same extent as the reserved goods. If the reserved goods are sold

    by the buyer together with other goods not sold by us, the assignment of the claim from the resale shall only apply to the amount of the resale value of the reserved goods sold in each case. In the event

    of the sale of goods in which we have co-ownership shares in accordance with Clause V/2, the assignment of the claim shall apply in the amount of these co-ownership shares. 5. 

5. The buyer is entitled to collect claims from the resale until our revocation, which is permissible at any time. We shall only make use of the right of revocation in the cases specified in Clause III/5. At our

    request, the buyer is obliged to inform his customers immediately of the assignment to us - if we do not do this ourselves - and to provide us with the information and documents necessary for collection.

    The buyer must inform us immediately of any seizure or other impairment by third parties.

6. If the value of existing securities exceeds the secured claims by more than 50% in total, we are obliged to release securities of our choice at the request of the buyer.

5. Offer and conclusion of contract 

1. Oral or telephone agreements as well as agreements with representatives shall only become legally valid after written confirmation. Should transmission errors occur due to telephone enquiries, these

    shall be borne by the customer.  

2. If the supplier does not accept the order within 8 working days of receipt, we shall be entitled to revoke our offer or order. 

3. The illustrations, drawings, sketches and information on dimensions and weights belonging to the offer shall only be authoritative if they are expressly designated as binding. Cost estimates, drawings

     and other documents may only be made accessible to third parties with our consent; the supplier reserves the right of ownership and copyright in these.

6. Execution of deliveries

1. With the handing over of the goods to a forwarding agent or carrier, but at the latest when the goods leave the warehouse or - in the case of drop shipments - the delivery works, the risk shall pass to the

    buyer for all transactions, including carriage paid and free domicile deliveries. The duty and costs of unloading shall be borne by the buyer. We shall only provide insurance at the instruction and

    expense of the buyer.

2. We are entitled to make partial deliveries to a reasonable extent. In the case of manufactured goods, over-deliveries and under-deliveries of up to 10% of the agreed quantity are permissible.

3. In the case of call-off orders, we shall be entitled to manufacture or have manufactured the entire order quantity in one go. Any change requests cannot be taken into account after the order has been

    placed unless this has been expressly agreed. Call-off dates and quantities can only be complied with within the scope of our delivery or manufacturing possibilities, unless fixed agreements have been

    made. If the goods are not called off in accordance with the contract, we shall be entitled to invoice them as delivered after a reasonable period of grace has elapsed. 

7. Take back

The return of defect-free goods delivered by us is excluded. If, by way of exception, we agree to take back defect-free goods with a value of goods > 100 euros, a credit note for this shall only be issued to the extent that we determine that the goods can be reused without restriction. For the costs of inspection, reconditioning, reworking and repackaging, the actual costs, at least 20% of the invoice amount or at least 50 euros will be deducted. Such a credit note will not be paid out, but will only be used to offset future deliveries.

8. Prohibitions of assignment

Without our express written consent, rights or claims against us, in particular due to defects in goods delivered by us or due to breaches of duty committed by us, may not be transferred in whole or in part to third parties or pledged to third parties; § 354 a of the German Commercial Code (HGB) remains unaffected.

9. Liability for defects 

1. In the event of a justified, immediate notification of defects, we may, at our discretion, remedy the defect or deliver a defect-free item (subsequent performance). In the event of failure or refusal of

    subsequent performance, the buyer may reduce the purchase price or withdraw from the contract after setting and unsuccessful expiry of a reasonable deadline. If the defect is not substantial, he shall

    only be entitled to the right of reduction.

2. We shall only bear expenses in connection with the supplementary performance insofar as they are reasonable in the individual case, in particular in relation to the purchase price of the goods. We shall

    not bear any expenses incurred because the goods sold have been taken to a place other than the buyer's registered office or branch unless this is in accordance with their contractual use. 3. 

3. As long as the buyer does not give us the opportunity to convince ourselves of the defect, and in particular does not make the rejected goods or samples thereof available upon request, the buyer cannot

    invoke defects in the goods. 

4. Further claims are excluded in accordance with clause VIII. This applies in particular to claims for compensation for damage that did not occur to the goods themselves (consequential damage).

10. General limitation of liability and statute of limitations 

1. We shall only be liable for breach of contractual and non-contractual obligations, in particular for impossibility, delay, culpa in contrahendo and tort - including for our executive employees and other

    vicarious agents - in cases of intent and gross negligence, limited to the typical contractual damage foreseeable at the time of conclusion of the contract. 

2. These limitations shall not apply in the event of culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardised, in cases of mandatory

    liability under the Product Liability Act, in the event of injury to life, limb or health and also not if and insofar as we have fraudulently concealed defects in the item or guaranteed their absence. The rules

    on the burden of proof shall remain unaffected. 

3. Unless otherwise agreed, contractual claims which the Buyer has against us on the grounds of or in connection with the delivery of the goods shall become statute-barred one year after delivery of the

    goods. This period shall also apply to such goods which have been used for a building in accordance with their customary manner of use and have caused its defectiveness, unless this manner of use

    has been agreed in writing. This shall not affect our liability for intentional and grossly negligent breaches of duty or the limitation of statutory rights of recourse. In cases of subsequent performance, the

    limitation period shall not start to run again.

11. Copyright

1. We reserve the right of ownership and copyright to cost estimates, drafts, drawings and other documents; they may only be made accessible to third parties in agreement with us. Drawings and other

    documents belonging to offers must be returned upon request.

2. If we have delivered items according to drawings, models, samples or other documents provided by the buyer, the buyer shall guarantee that the industrial property rights of third parties are not

    infringed. If third parties prohibit us from manufacturing and delivering such objects, in particular by invoking industrial property rights, we shall be entitled - without being obliged to examine the legal

    situation - to cease any further activity in this respect and to claim damages if the buyer is at fault. The buyer also undertakes to indemnify us immediately against all claims of third parties in connection

    therewith. X. Test parts, moulds, tools. 

3. If the buyer has to provide parts for the execution of the order, they must be delivered free to the production site with the agreed quantity, otherwise with an appropriate additional quantity for any

    rejects, in good time, free of charge and free of defects. If this is not done, any costs and other consequences caused thereby shall be borne by him.

4. The production of test parts including the costs for moulds and tools shall be borne by the buyer. 

5. Ownership rights to moulds, tools and other devices required for the manufacture of ordered parts shall be governed by the agreements made. If such devices become unusable before the agreed output

    quantity has been fulfilled, the costs required for their replacement shall be borne by us. We undertake to keep such devices available for at least two years after their last use.  

6. For tools, moulds and other production equipment provided by the buyer, our liability is limited to the same care as in our own business. Costs for maintenance and care shall be borne by the buyer. Our

    obligation to store the goods shall expire - irrespective of the purchaser's ownership rights - at the latest two years after the last production from the mould or tool. 

12. Place of performance, place of jurisdiction and applicable law 

1. The place of performance for our deliveries is our company. We may also sue the buyer at his place of jurisdiction.  

2. All legal relations between us and the buyer shall be governed by German law in addition to these terms and conditions, including the provisions of the United Nations Convention on Contracts for the

    International Sale of Goods (CISG) of 11 April 1980. XII. Authoritative version In cases of doubt, the German version of these General Terms and Conditions of Sale shall prevail.

13. Privacy Policy

Names and contact details of the responsible body and the data protection officer

Responsible body:

V.E.P. Baumaschinen GmbH

Fedor Schnorr Str. 23-25

D- 08523 Plauen 

Telephone: +49 3741- 20 10 80 

Fax: +49 3741-20 10 82


Company data protection officer:

Data protection officer of 

V.E.P.Baumaschinen GmbH

Fedor Schnorr Str. 23-25

D- 08523 Plauen 

1. Your personal data will be processed for the execution of pre-contractual measures such as the preparation of offers and the execution of a contract in accordance with the GDPR.

    In addition, your personal data will be processed if there is a legal obligation to process it, in particular due to commercial and tax law requirements,

2. legitimate interests

    Your personal data will not be disclosed to third parties unless we are obliged to do so due to mandatory legal provisions (disclosure to external bodies such as supervisory authorities or law enforcement


3. duration of processing

    We store your data for as long as it is required for the respective processing purpose. In this context, we delete your data after the end of the respective applicable retention periods. This applies in

    particular to retention obligations under commercial or tax law (e.g. German Commercial Code, German Fiscal Code, etc.).

    If you are of the opinion that the company has violated applicable data protection regulations, you have the option of contacting the company using the contact details of the company's data protection


4. Obligation to provide data

    Some personal data is necessary for the establishment, implementation and termination for the fulfilment of related contractual and legal obligations.

5. origin of the data

    We process data within the scope of the contractual relationship or the initiation of the contractual relationship such as, in particular, contact data, job-related data and company-related data. In

    principle, you provide us with the aforementioned data yourself. 

14. Closing provisions

Should any of the above provisions be invalid, partially invalid or excluded by a special agreement, this shall not affect the validity of the remaining provisions.

Status: January 2022

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