VTA Verfahrenstechnik & Automatisierung GmbH

General Terms and Conditions of Purchase (Status: July 26, 2024)

1. Validity / General

1. These General Terms and Conditions of Purchase are part of VTA orders and apply to all (including fu-ture) orders for goods, services and work and their processing. We do not recognize conflicting or de-viating conditions of the contractual partner unless VTA expressly agrees to their validity in writing. Our Terms and Conditions of Purchase also apply if we accept the delivery or service without reservation in the knowledge of conflicting or deviating conditions of the contractual partner.
2. Orders are only binding if they are issued by us in writing.
3. The Incoterms in their currently valid version are decisive for the interpretation of trade clauses.
4. The contractual partner is obliged to list our project and order number.

2. Offer / Offer Documents

1. The preparation of offers by potential contractual partners is free of charge and non-binding for us.
2. We reserve ownership and copyright to drawings, calculations and other documents. These documents may not be made available to third parties without our express written consent. They may only be used for the provision of services based on our inquiry/order. If no order is placed or after the order has be-en processed, all documents must be returned to us without being asked to do so.

3. Price / Pricing

1. The agreed prices are fixed prices and are plus the applicable VAT free place of use including all packaging and freight costs.
2. In the case of freight collect delivery, we will only pay the cheapest freight costs, unless we have spe-cified a special type of shipment.

4. Payment

1. VTA makes all payments against invoice in accordance with the VAT regulations. Even in the case of advance payments, the contractual partner must list all services and advance payments in a final in-voice.
2. Payments by VTA do not constitute recognition of the invoice or acceptance of the order.
3. In the absence of other agreements or more favorable conditions from the contractual partner, pay-ments will be made within 14 days less 2% or within 45 days net, at our discretion.
4. Payment and discount periods begin upon receipt of the invoice, but not before receipt of the goods or, in the case of services, not before their acceptance and, if documentation (certificates, certifica-tions, instructions, etc.) are part of the scope of services, not before their contractual handover to us.
5. If early deliveries are accepted, the due date is based on the agreed delivery date.
6. We pay by bank transfer. Payment is on time if the transfer was ordered on the due date.
7. Due date interest is excluded. The default interest is 5% above the base interest rate in accordance with Section 247 of the German Civil Code. We are entitled to prove that the damage caused by the delay is less than that demanded by the contractual partner.
8. We are entitled to offsetting and retention rights to the extent permitted by law.

5. Delivery Deadlines / Delay in Delivery

1. The delivery dates agreed with us are binding.
2. Partial deliveries are only permitted with our prior written approval.
3. If the contractual partner realizes that the agreed dates cannot be met, he must notify VTA immediately in writing.
4. The contractual partner guarantees the agreed dates by recognizing a deadline security amount. If the agreed dates are exceeded, the contractual partner pays VTA a contractual penalty of 1% for each week of delay, up to a maximum of 10% of the order value. The deadline security amount is due if the contractual partner exceeds the agreed dates, unless there is force majeure, and the contractual partner was not already in default when they occurred. The deadline security amount can be claimed up to the final payment at the latest. In addition to the deadline security amount, no compensation will be de-manded unless otherwise stated in the following paragraphs.
5. If the contracting partner defaults, VTA may, after a reasonable grace period has expired without result, have the delivery/service not yet provided by the contracting partner carried out by a third party at the contracting partner's expense. If documents that the contracting partner has in his possession are re-quired for this purpose, he must hand them over to VTA immediately. If intellectual property rights pre-vent the third party from providing the service, the contracting partner is obliged to obtain an appropri-ate release from these rights immediately. If the contracting partner does not comply with a correspon-ding request from VTA within a period of one week, the limitation of the deadline security amount shall no longer apply.
6. Instead, VTA may withdraw from the contract after a reasonable grace period has expired without re-sult. Any deadline security amount that has become due up to the time of withdrawal remains unaffec-ted.

6. Subject Matter, Scope and Execution of the Services

1. Orders, agreements and changes are only binding if they are issued or confirmed in writing by VTA. Correspondence must be conducted with the ordering department. Agreements with other departments, if agreements are to be made that change points specified in the contract, require express written con-firmation by the ordering department in the form of an addendum to the contract.
2. The contractual partner will confirm full acceptance of the order in writing within 5 working days of re-ceipt.
3. The contractual partner must treat the conclusion of the contract as confidential.
4. Unless otherwise agreed in the contract, the contractual partner will deliver a complete item that con-tains all parts that are necessary for proper operation while complying with the guaranteed properties, even if the individual parts required for this are not listed. The contractual partner is responsible for checking the information provided by VTA. The delivery parts must be designed and arranged in such a way that they can be easily and quickly maintained, inspected and replaced. Wear parts must have a long service life and correspond to the latest material development techniques.
5. The contracting party is obliged to obtain the relevant laws, regulations and other provisions required for the production of its delivery/service in their current version.
6. The contracting party will provide proof of origin requested by VTA (e.g. supplier declarations, move-ment certificates within the meaning of the EEC/EFTA origin regulations) with all the necessary informa-tion and make them available immediately, duly signed.

7. Property Rights

1. The contracting party must indemnify VTA against all claims for infringement of third-party property rights or equipment as a result of the acceptance or use of the work and, if necessary, obtain the ne-cessary licenses at its own expense.
2. If the fulfillment of the order affects the contracting party's own property rights, the contracting party simultaneously grants VTA the irrevocable right to use the property rights in question with the work wit-hout restriction and free of charge when executing the order.

8. Warranties and Liability

1. The delivery/service must correspond to the intended use, the latest state of the art and the relevant provisions of the authorities and professional associations.
2. The warranty period is 2 years and begins with the acceptance date specified in the written acceptance declaration by VTA. In the event that acceptance is delayed through no fault of the contractual partner, VTA is prepared to agree a reasonable maximum period at the request of the contractual partner. The warranty period for spare parts, which are specifically designated as such in the contract, is 2 years af-ter commissioning and ends no later than 36 months after complete delivery to VTA.
3. Any defects in the delivery/service reported during the warranty period, which also include the lack of guaranteed properties, must be remedied by the contractual partner immediately and free of charge for VTA upon request from VTA. If this is not possible or if acceptance of repaired parts is unreasonable, the contractual partner must replace the defective parts with flawless ones, free of charge for VTA. In this context, engineering services and, if necessary, the deployment of personnel on the construction site must be provided by the contracting party free of charge for VTA.
4. In urgent cases or if the contractual partner does not comply with its warranty obligation, VTA can take the necessary measures itself at the contractual partner's expense and without prejudice to its warranty obligation. With the exception of urgent cases, the contractual partner will be notified before the mea-sures are carried out; after the repair work has been carried out, the contractual partner will receive a report on the type and extent of the defects and the work carried out.
5. If repair is not possible or unreasonable, the right to conversion or reduction remains unaffected. In the case of repair or replacement delivery, the warranty period for repaired or replaced parts begins again with the renewed written acceptance declaration. If a renewed acceptance declaration is not made, the warranty period begins again with the installation of repaired or replaced parts.
6. For all parts of the system that cannot be used as contractually agreed due to the interruption in opera-tion that occurs because repair work or deliveries of spare parts are required, the warranty period is ex-tended by the duration of this interruption.
7. VTA or VTA's customer shall not be entitled to compensation for production downtime and lost profits.
8. The warranty claim expires 12 months after the complaint is made, but at the earliest upon expiry of the warranty period.
9. The contractual partner's total liability for all claims by VTA arising from the contract is limited to 100% of the total order value. This does not include the amounts that are legally paid by the contractual part-ner's insurer. If the contractual partner has caused damage intentionally or through gross negligence, he is liable without limitation. The contractual partner must accept responsibility for the fault of third parties employed as if it were his own fault in accordance with the German Civil Code (BGB). The contracting party cannot - contrary to Section 831 of the German Civil Code - exempt itself by provi-ding evidence of the proper selection and monitoring of its employees or third parties.

9. Proof of Performance and Acceptance

1. If a joint acceptance has been agreed, it will take place at the receiving point specified by VTA. The contracting party must request in writing that the acceptance date be set. It should take place immedia-tely and, for machines and systems that require prior trial operation, within a desired period of no ear-lier than 4 weeks and no later than 3 months after the start of the trial operation. Within the scope of the existing possibilities, the machine or system can also be used for production during the trial operation. The material costs incurred during the acceptance are borne by the contracting party. The contracting party and VTA each bear the personnel acceptance costs incurred by them themselves.
2. If the acceptance test shows that the machine or system has not been manufactured in accordance with the contract, the contracting party must request a repeat of the acceptance date within 3 months. All costs incurred during the repeat operation are borne by the contracting party.
3. If defects are found that do not affect the performance and function of the machine or system, accep-tance can take place subject to the immediate elimination of these defects. VTA will then retain an ap-propriate amount of the remaining payment until the defects have been eliminated.
4. Acceptance will be confirmed to the contracting party with the acceptance protocol from VTA or the customer by VTA. Acceptance does not affect VTA's warranty claims.

10. Documents, Drawings and Other Documents

1. Before workshop work begins, all drawings must be agreed with VTA. After the work has been carried out, the contracting party must send VTA the drawings, calculations and other technical documents re-lating to the delivery/service corresponding to the actual execution in the required number and version by the time of acceptance at the latest. The documents must be updated as soon as the contracting party makes subsequent changes. The contracting party is obliged to transfer ownership of them to VTA free of charge. The intellectual property rights in them are not affected by this. VTA or third parties may use the documents free of charge to carry out repairs and modifications and to manufacture spare parts.
2. The consent of VTA to drawings, calculations and other technical documents does not affect the sole responsibility of the contracting party with regard to the delivery/service. Unless the contracting party objects in writing, this also applies to suggestions and recommendations from VTA as well as to chan-ges agreed between the contracting party and VTA.
3. All execution documents, devices, tools, models, etc. that have been made available to the contracting party remain the property of VTA and may only be used for the contractually agreed purposes and may only be made accessible to third parties to the extent that they are not made available to third parties. VTA reserves all rights to drawings made according to its specifications and to processes developed by VTA.

11. Withdrawal, Termination and Interruption

1. If VTA terminates the contract due to a breach of contract by the contracting party, the de-liveries/services carried out up to that point will only be invoiced at contract prices to the extent that they can be used by VTA as intended. Invoicing will be carried out on a contractual basis. The damage to be compensated to VTA will be taken into account in the invoice. The same applies to any deadline security amount that may have become due.

12. Confidentiality

1. The contracting party must treat the contract terms and documents as confidential. It may only name VTA as a reference to third parties with written consent. The contracting party is obliged to keep all in-formation and documents that it receives from VTA for the performance of the contract secret, not to make them directly or indirectly accessible to third parties and not to use them for any other purpose other than to fulfill its contractual obligations. All of this remains the exclusive property of VTA.
2. The contracting party's obligations under clause 12 (1) do not apply if the information and documents provided by VTA are state of the art or were already known to the contracting party upon receipt, or they do not apply if they later become state of the art or are received by the contracting party from a third party without violating confidentiality obligations towards VTA.
3. The contracting party's obligation under clause 12 (1) extends to a period of 10 years after conclusion of the contract and remains in effect even in the event of premature termination of the contractual rela-tionship.

13. Involvement of Subcontractors

1. Unless otherwise agreed in the contract, the contracting party is not entitled to transfer its contractual rights and obligations to third parties in whole or in part without the prior express written consent of VTA.
2. The contracting party is particularly obliged to provide the contractually agreed services itself and to carry out the associated work itself.
3. The contracting party is only entitled to outsource services and work to third parties which, by their na-ture, it would normally outsource to third parties as part of its business.
4. In any case, third parties whom the contracting party uses to fulfil its obligations under the contract are considered vicarious agents of the contracting party.

14. Place of Performance / Place of Jurisdiction / Law / Others

1. The place of performance for deliveries and services is the place of use, and for documentation and payments the place of residence of VTA.
2. The place of jurisdiction for both parties, including for bill of exchange claims, is the place of resi-dence of VTA. VTA is entitled to choose the general place of jurisdiction of the contracting party.
3. The contract and all related legal relationships between the contracting party and VTA are subject exclusively to German law, excluding German private law and the UN Convention on Contracts for the International Sale of Goods.
4. Should a provision of these General Terms and Conditions of Purchase be or become invalid, this shall not affect the validity of the remaining conditions.