StartGTC

General terms and conditions

General terms and conditions

General Terms and Conditions of Sale
of the company NFT Automatisierungssysteme GmbH

Art. 1 General remarks – Area of application

(1) Our Terms and Conditions of Sale shall apply exclusively; we do not recognise any of the Purchaser's terms and conditions to the contrary or terms and conditions departing from our Terms and Condition of Sale, unless we had expressly agreed to their application in writing. Our Terms and Conditions of Sale shall also apply if, being aware of the Purchaser's terms and conditions to the contrary or of terms and conditions departing from our Terms and Conditions of Sale, make delivery to the Purchaser without reservations.

(2) All agreements made between the Purchaser and us for the purpose of the execution of this contract have been fixed in writing in this contract. For the interpretation of trade terms the Incoterms of the International Chamber of Commerce (ICC) according to the current valid version govern in doubt.

(3) Our Terms and Conditions of Sale shall only apply to companies in the meaning of Art. 310, para. 1, of the German Civil Code (BGB).

 

Art. 2 Quotation – Quotation documents

(1) If the purchase order is to be qualified as a quotation in accordance with Art. 145 of the German Civil Code (BGB), we can accept it within 2 (two) weeks.

(2) We reserve ownership rights and copyright to illustrations, drawings, cost calculations and other documents. This shall also apply to such written documents as are designated as 'confidential'. Before they can be passed on to third parties, the Purchaser shall require our express written approval.

 

Art. 3 Prices – Terms of payment

(1) Unless stated otherwise in the order acknowledgement, our prices shall be deemed to be 'ex works', excluding packaging; this shall be invoiced separately.

(2) Statutory value-added tax is not included in our prices; it shall be shown separately in the invoice at the statutory level as of the day of invoicing.

(3) The deduction of discount for early payment shall require special written agreement.

(4) Unless stated otherwise in the order acknowledgement, the purchase price is due for payment net (without deduction) within 14 days of the invoice date. The statutory rules regarding the consequences of default in payment shall apply.

(5) The Purchaser shall only be entitled to offsetting rights if its counter-claims have been the subject of an absolute and enforceable court decision, are not in dispute or have been recognised by us. Moreover, it shall be authorised to exercise a right of retention if its counter-claim is based on the same contractual relationship.

 

Art. 4 Delivery time

(1) The start of the delivery time stated by us shall necessitate clarification of all technical questions.

(2) The meeting of our supply obligation is, moreover, conditional upon the timely and orderly meeting of the Purchaser's obligations. We shall reserve the right to use the plea of non-performed contract.

(3) Should the Purchaser default on acceptance or if it culpably violates any obligations to co-operate, we shall be entitled to demand compensation for any damage/loss we have incurred to that extent, including any possible additional expenses. We shall reserve the right to make further claims.

(4) If the prerequisites of para. (3) are met, the danger of accidental perishing or accidental deterioration of the item purchased and/or the item worked on shall pass to the Purchaser at the point in time at which the latter defaulted on acceptance or as a debtor.

(5) We shall accept liability in accordance with the statutory provisions if the sales contract/contract for work and services is a transaction for delivery by a fixed date in the meaning of Art. 286, para. 2, No. 4, of the German Civil Code (BGB) or of Art. 376 of the German Commercial Code (HGB). We shall also accept liability in accordance with the statutory provisions if, as a consequence of a delay in delivery for which we are responsible, the Purchaser is entitled to claim that its interest in further performance of the contract has ceased.

(6) We shall, moreover, accept liability in accordance with the statutory provisions if the delay in delivery is based on intentional or grossly negligent breach of contract for which we are responsible; a fault on the part of our representatives or vicarious agents is to be attributed to us. If the supply contract is not based on intentional breach of contract for which we are responsible, our liability for damages shall be limited to foreseeable damage/loss typically occurring.

(7) We shall also accept liability in accordance with the statutory provisions if the delay in delivery for which we are responsible is based on culpable violation of a material contractual obligation; in this case, however, the liability for damages shall be limited to the foreseeable damage/injury/loss typically occurring.

(8) Otherwise we shall be liable in the event of a delay in delivery for every full week of delay within the scope of flat-rate compensation for default in the amount of 1 % of the declared value of the goods, but for a maximum of no more than 5 % of the declared value of the goods.

(9) Further statutory claims and rights of the Purchaser are reserved.

 

Art. 5 Passage of risk – Packaging costs

(1) Unless it is stated otherwise in the order acknowledgement, delivery 'ex works- EXW (Incoterms)' shall be deemed to have been agreed. Place of delivery is our business location, goods issue.

(2) Transport packaging and all other packaging in accordance with the Packaging Regulations shall not be taken back. The Purchaser shall be obliged to make arrangements for disposal of the packaging at its own expense.

(3) If the Purchaser so desires, we shall take out transport insurance for the delivery; the costs thus incurred shall be borne by the Purchaser.

 

Art. 6 Liability for defects

(1) The Purchaser's claims on the basis of defects assume that the latter has met its obligations to examine and its obligations to make a complaint in respect of the defect immediately on receipt of the goods under Art. 377 of the German Commercial Code (HGB) in accordance with the regulations.

(2) A material deficiency of the item exists, if it differs noticeable from the agreed construction, quantity, configuration, suitability or, if nothing else is agreed, from the usual configuration and suitability in Ibbenbüren. A defect in title of the item exists, if, at the time risk passes, the item is not free from rights or claims of third parties enforceable in the Federal Republic of Germany. Further exclusions or reductions of liability of us provided by law remains unaffected. If not agreed in written form explicitly, we are in particular not responsible for the suitability of the item for other than the usual use or that it fulfils the further expectations of the customer or that it is free from rights or claims of third parties out of the Federal Republic of Germany.

(3) If there is a defect in the object of purchase or work item, the Purchaser has the possibility to demand supplementary performance. The supplementary performance occurs by removal of a defect or delivery of an new item free of defects at our option. In the case of removal of defects we shall be obliged to bear all of the expense necessary for the purpose of the removal of defect, in particular transport, travel, work and material costs, as far as these do not increase as a result of the object purchased/ work item being brought to a place other than the place of performance.

(4) If subsequent performance fails, the Purchaser shall be entitled to demand, at its option, termination of the contract or a reduction in price.

(5) We shall accept liability in accordance with the statutory provisions if the Purchaser makes claims for damages which are based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. If we are not accused of any intentional breach of contract, the liability for damages shall be limited to the foreseeable damage/injury/loss typically occurring.

(6) We shall accept liability in accordance with the statutory provisions if we culpably violate a material contractual obligation; in that case, however, the liability for damages shall be limited to the foreseeable damage/injury/loss typically occurring.

(7) Liability on the basis of culpable injury to life and limb or impairment of health shall remain unaffected; this shall also apply to mandatory liability in accordance with the Product Liability Act.

(8) Unless ruled upon otherwise above, liability shall be excluded.

(9) The period of limitations for claims based on defects shall be 12 months, counting from the passing of risk. This does not apply, if it is a sale of an item that is usually used for a building and that causes the respective defect.

(10) The period of limitations in the event of a supply recourse in accordance with Articles 478, 479 of the German Civil Code (BGB) shall remain unaffected; it shall amount to five years, counting from delivery of the defective item.

 

Art. 7 Overall liability

(1) Any further liability for damages than that provided for in Art. 6 shall be – without regard to the legal nature of the claim made – excluded. This shall apply in particular to claims for damages for fault at the time of the conclusion of the contract, because of any other failure to comply with duties or due to tortious claims for compensation for material damage in accordance with Art. 823 of the German Civil Code (BGB).

(2) The limitation in para. (1) is also valid, as far as the Purchaser demands the indemnity for useless expenditures instead of the achievement in place of entitlement to compensation.

(3) If liability for damages in relation to us has been excluded or restricted, this shall also apply with regard to the personal liability for damages of our white-collar workers, employees, members of staff, representatives and vicarious agents.

 

Art. 8 Securing by retention of title

(1) We shall retain the title to the object purchased/item of work up to the receipt of all payments under the business connection to the Purchaser. In the event of behaviour of the Purchaser not in conformity with the contract, in particular in the event of delay in payment, we shall be entitled to take back the object purchased/item of work. The taking-back of the object purchased/work item by us shall not imply any withdrawal from the contract, unless we have expressly declared this in writing. Seizure of the object purchased/item of work by us shall always imply withdrawal from the contract. After taking back the object purchased/item of work, we shall be entitled to make use of it, the proceeds from utilisation are to be offset against the Purchaser's liabilities - minus reasonable costs of utilisation.

(2) The Purchaser shall be obliged to treat the object purchased/item of work with care; in particular it shall be obliged to insure them at its own expense against damage by fire or water and against theft adequately and at the replacement value. If maintenance and inspection work is necessary, the Purchaser must carry this out at its own expense.

(3) In the event of seizure or other intervention by third parties, the Purchaser must inform us without delay in writing so that we can bring an action pursuant to Art. 771 of the German Rules of Civil Procedure (ZPO). If the third party is unable to reimburse us for the court and extra-judicial costs of a suit pursuant to Art. 771 of the German Rules of Civil Procedure (ZPO), the Purchaser shall be liable for the loss sustained by us.

(4) The Purchaser shall be entitled to resell the object purchased/item of work in the ordinary course of business; it shall, however, already now assign to us all accounts receivable in the amount of the final amount of the invoice (including VAT) for our account receivable which accrue to it from resale to its customers or to third parties, and, in fact, irrespective of whether the item has been resold without or after processing. We accept the assignment. The Purchaser shall remain empowered to collect this account receivable even after assignment. Our authority to collect the account receivable ourselves shall remain unaffected by this. However, we shall undertake not to collect the account receivable as long as the Purchaser meets its payment obligations from the proceeds received, does not default and in particular no application for the opening of bankruptcy or composition or insolvency proceedings has been made and no suspension of payments has occurred. If this is, however, the case, we can demand that the Purchaser make known to us the assigned accounts receivable and their debtors, provides all of the information necessary for collection, hands over the related documents and informs the debtors (third parties) of the assignment.

(5) The processing or the transformation of the object by the Purchaser shall always be carried out on our behalf. If the object purchased/item of work is processed together with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the item (final amount of the invoice, including VAT) to the other items processed at the time of processing. To the item produced by processing the same shall otherwise apply as to the item supplied with reservation of ownership.

(6) If the item is mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the relationship of the value of the item (final amount of the invoice, including VAT) to the other mixed items as of the point in time of mixing. If mixing is carried out in such a way that the Purchaser's item is to be considered the main item, it shall be deemed to have been agreed that the Purchaser shall transfer co-ownership to us on a percentage basis. The Purchaser shall keep in custody the sole ownership or co-ownership which has thus arisen on our behalf.

(7) The Purchaser shall assign to us in order to secure our accounts receivable from it, also those accounts receivable which have accrued to it as claims against a third party as a result of the combination of the object purchased/item of work with a plot of land. We accept the assignment.

(8) We undertake to release, at the Purchaser's request, the collateral to which we are entitled if the realisable value of our collateral exceeds the accounts receivable to be secured by more than 10 %; the selection of the collateral to be released shall be incumbent on us.

 

Art. 9 Venue – Place of performance

(1) The venue shall be our business location; we are, however, entitled to sue the Purchaser also at his general venue.

(2) The law of the Federal Republic of Germany shall apply; the application of the UN Sales Convention shall be excluded.

(3) Unless stated otherwise in the order acknowledgement, our principal place of business shall be the place of performance.


Version of January 2012



General Terms and Conditions of Purchasing
of the company NFT Automatisierungssysteme GmbH

Art. 1 General remarks – Area of application

(1) Our terms and conditions of purchasing shall apply exclusively; the Supplier's terms and conditions to the contrary or deviating from our Terms and Conditions of Purchasing shall not be recognised by us, unless we have expressly approved their application in writing. Our Terms and Conditions of Purchasing shall also apply if we accept the delivery by the Supplier without reservations while being aware of the Supplier's terms and conditions to the contrary or deviating from our Terms and Conditions of Purchasing.

(2) All agreements which are made between the Supplier and us for the purpose of the execution of this contract are to be laid down in writing in this contract.

(3) Our Terms and Conditions of Purchasing shall apply only in relation to entrepreneurs and other institutions in accordance with Art. 310, para. 1, of the German Civil Code (BGB).

 

Art. 2 Quotation – Quotation documents

(1) The Supplier shall be obliged to accept our purchase order within a period of 2 weeks.

(2) We reserve ownership rights and copyright to illustrations, drawings, calculations and other documents; they must not be made accessible to third parties without our express approval in writing. They are to be used exclusively for production on the basis of our purchase order; after the handling of the purchase order they are to be returned to us without solicitation. They are to be kept secret from third parties, to that extent the provision of Art. 9, para. (4) shall apply additionally.

 

Art. 3 Prices – Terms of payment

(1) The price shown in the purchase order shall be binding. In the absence of a deviating written agreement, the price shall include delivery 'free domicile' including packaging. The return of the packaging shall require special agreement.

(2) The price shall include statutory value-added tax.

(3) We can process invoices only if they – in accordance with the stipulations in our purchase order – indicate the purchase order number shown there; for all consequences resulting from the non-observance of this obligation, the Supplier shall be responsible unless it provides evidence to the effect that this is beyond its control.

(4) We shall pay, unless agreed upon in writing otherwise, the purchase price within 14 days, counting from delivery and receipt of invoice, with 2 % discount or within 30 days after receipt of invoice net.

(5) We shall be entitled to rights of offsetting and withholding within the statutory scope.

 

Art. 4 Delivery time

(1) The delivery time indicated in the purchase order shall be binding.

(2) The Supplier shall be obliged to inform us without undue delay in writing if circumstances occur or become apparent to it from which it can be seen that the delivery time agreed cannot be met.

(3) In the event of a delay in delivery, we shall be entitled to make the statutory claims. In particular, we shall be entitled, after expiry of a reasonable period without result, to demand damages in lieu of performance and withdrawal from the contract. If we demand damages, the Supplier shall be entitled also to provide evidence of the fact that the neglect of duty was beyond its control.

 

Art. 5 Passage of risk – Documents

(1) Delivery must, unless otherwise agreed upon in writing, be effected free domicile.

(2) The Supplier shall be obliged to state our purchase order number exactly on all shipping documents and delivery notes; if it omits to do this, the delays in processing shall not be our responsibility.

 

Art. 6 Examination for defects – Liability for defects

(1) We shall be obliged to examine the goods within a reasonable period of time for any possible deviations from quality and quantity requirements; the notification of defects shall be considered to be in good time if it is received by the Supplier within a period of 5 working days, counting from the receipt of the goods or, in the event of hidden defects, from the point in time of their discovery.

(2) We shall be entitled to statutory claims on the basis of defects without any deductions; in any case, we shall be entitled at our option to demand from the Supplier the removal of defects or the delivery of a new item. The right to claim damages, in particular the right to claim damages in lieu of performance, shall be expressly reserved.

(3) We shall be entitled to carry out removal of defects ourselves at the Supplier's expense if the Supplier is in default.

(4) The period of limitations shall amount to 36 months, counting from the passage of risk, unless the obligatory ordinances of Art. 478, 479 of BGB intervene. In these cases the legal period of time applies.

 

Art. 7 Product liability – Indemnity – Third-party liability insurance cove

(1) If the Supplier is responsible for damage to a product, it shall be obliged to indemnify us from any claims for damages on the part of third parties at first demand if the cause is located in its area of control and organisation and the Supplier itself is liable in the external relationship.

(2) Within the scope of its liability for cases of damage/loss/injury in the meaning of para. (1) the Supplier shall also be obliged to refund any possible expenses pursuant to Articles 683, 670 of the German Civil Code (BGB) as well as pursuant to Articles 830, 840, 426 of the German Civil Code (BGB) which result from or in connection with a recall action carried out by us. Concerning the contents and the scope of the recall measures to be carried out we shall inform the Supplier – as far as this is possible and acceptable – and give it an opportunity to make comments. Any other statutory claims shall remain unaffected.

(3) The Supplier undertakes to maintain product liability insurance with coverage of € 10 million per case of personal injury/damage to property – global; if we are entitled to make any claims for damages going beyond this, they shall remain unaffected.

 

Art. 8 Property rights

(1) The Supplier shall guarantee that, in connection with its delivery, no rights of third parties within the Federal Republic of Germany are infringed.

(2) If claims are made against us by a third party for this reason, the Supplier shall be obliged to indemnify us against these claims upon first written demand; we shall not be entitled to make any agreements with the third party and in particular not to come to a composition – without the Supplier's approval.

(3) The Supplier's indemnification obligation refers to all expenses accruing to us of necessity from or in connection with claims made by a third party.

(4) The period of limitations shall amount to 3 years, counting from the time of passing of the risk.

 

Art. 9 Retention of title – Items provided by us – Tools – Secrecy

(1) If we provide parts for the Supplier, we shall reserve ownership of them. Processing or transformation by the Supplier shall be carried out on our behalf. If our product provided with reservation of ownership is processed together with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our item (cost price plus VAT) to the other processed items at the time of processing.

(2) If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the item provided with reservation of ownership (cost price plus VAT) to the other mixed items at the point in time of mixing. If mixing takes place in such a way that the Supplier's item is to be considered the main item, it shall be deemed to have been agreed that the Supplier transfers co-ownership to us on a percentage basis; the Supplier shall keep in custody the sole ownership or co-ownership on our behalf.

(3) We shall retain title to tools; the Supplier shall be obliged to use the tools exclusively for production of the goods ordered by us. The Supplier shall be obliged to insure the tools belonging to us at replacement value at its own expense against fire and water damage and loss by theft. At the same time, the Supplier shall already now assign to us all claims for compensation under this insurance; we hereby accept the assignment. The Supplier shall be obliged to carry out any necessary maintenance and inspection work on our tools as well as all servicing and repair work at its own expense. The Supplier must inform us immediately of any possible disturbances; should it culpably omit to do this, claims for damages shall remain unaffected.

(4) The Supplier shall be obliged to keep strictly secret all illustrations, drawings, calculations and other documents and information. They may be disclosed to third parties only with our express approval. The obligation to secrecy shall apply even after the handling of this contract; it shall expire if and to the extent that the manufacturing know-how included in the illustrations, drawings, calculations and other documents provided become known to the general public.

(5) If the security interests to which we are entitled in accordance with para. (1) and/or para. (2) exceed the cost price of all of our goods which were provided with reservation of ownership and have not yet been paid for, by more than 10 %, we shall be obliged, at the Supplier's request, to release security interests at our option.

 

Art. 10 Venue – Place of performance

(1) The venue shall be our business location; we shall, however, be entitled to sue the Supplier also at his general venue.

(2) Unless stated otherwise in the purchase order, our business domicile shall be the venue.


Version of January 2012

NFT Automatisierungssysteme GmbH
Ignatz-Wiemeler-Str. 16
49479 Ibbenbüren
Germany

Fon +49 (0) 5451 5445-0
Fax +49 (0) 5451 5445-113

info@nft-systeme.de

AMS-Zertifizierung

Go to top