General Terms and Conditions

Vetter Kleinförderbänder GmbH, Revised: 19.02.2024

Scope of Application

These General Terms and Conditions (hereinafter also: “Terms and Conditions”) shall apply for all legal transactions of Vetter Kleinförderbänder GmbH (hereinafter also referred to as “we”, “us”, “our”, etc.) with entrepreneurs. Entrepreneurs within the meaning of these Terms and Conditions are natural or legal persons or partnerships with legal capacity with whom we have a business relationship and who act in the exercise of a commercial or independent professional activity. However, our Terms and Conditions shall not apply if other terms and conditions are agreed to in an individual case.

I. Quotation, Quotation Documents, Price

Our quotations are without obligation. Our quotation and all related documents (e.g. specimens, figures, function descriptions, photographs, etc.) shall only be definitive within the usual technical tolerances.
Unless expressly stated otherwise, our prices are net cash in euro, and exclusive of any costs incurred for packaging, transport, freight, assembly, installation, turnover tax, customs levies or insurance.
With no limitations whatsoever, we reserve title to and (to the extent that such exist) intellectual property rights to plans, drawings, sketches and other documents which we provide.

II. Exclusive Application of Our Terms and Conditions

We reject any and all general terms and conditions of business which are issued or offered to us.
This shall also apply if, although we are aware of terms and conditions which conflict with or deviate from our own Terms and Conditions, we nevertheless render, accept or pay for performance without reservation.
The Terms and Conditions of Vetter Kleinförderbänder GmbH shall apply exclusively, unless we have expressly recognised the terms and conditions of another party (e.g. the ordering party, supplier, service provider, etc.).

III. Conclusion of the Contract

A binding contract (“purchase order”) arises as a result of the quotation and acceptance. In particular, if our customer (hereinafter also referred to as “ordering party”) wishes to cancel the purchase order after conclusion of the contract without legal grounds (e.g. due to subsequent rescheduling), such does not constitute sufficient grounds for rescission of the purchase order. We may, but are not obliged to, use such a cancellation without legal basis as an occasion to offer a termination agreement subject to a fee.
The legally applicable provisions shall apply to withdrawal from the contract unless other terms and conditions are agreed to below.

IV. Payment

Payments are to be made to us free of charge and in an amount of the total invoice amount.
The ordering party shall only be entitled to effect an offset against our receivable if its own claim has been declared res judicata, is uncontested, or has been acknowledged by us.

Delivery and Bearing of Risk

Unless otherwise agreed, delivery “ex works” has been agreed upon.
Risk shall pass to the ordering party when the goods leave our works. This shall also apply if we provide for shipment and installation.
Likewise, the ordering party shall bear the transport risk in the event that any of the goods supplied by us are returned to us.

VI. Non-Binding Nature of Delivery Dates and Withdrawal from the Contract in Case of Delivery Problems

As a rule, the delivery dates and/or delivery periods we specify are non-binding. If, instead, a binding delivery date or binding delivery period is agreed upon, the following shall apply if circumstances which are beyond the control of Vetter Kleinförderbänder GmbH delay the execution of the order (e.g. force majeure, strikes, lockouts, bottlenecks in the supply of materials and/or raw materials for which Vetter Kleinförderbänder GmbH is not responsible, or other delivery issues, assembly obstacles, legal impediments, etc.):

If the purchase order cannot be executed on schedule or by the agreed upon date, we shall inform the ordering party to this effect in writing (e.g. email, telefax or letter) without delay.
We shall be entitled to withdraw from the contract if the ordering party’s consideration is refunded immediately.

VII. Reservation of Title

We shall reserve title to the goods supplied until all the reeceivables arising from the business relationship have been settled.
Even before the transfer of title, the ordering party shall be entitled to resell the goods in the due course of business. In this case, the ordering party hereby already assigns to us the future claim to the purchase price arising from resale of the goods to a third party. We accept this assignment. After making this assignment, the ordering party shall be authorised to collect the receivable. We reserve the right to collect the receivable ourselves if the ordering party defaults on payment of the purchase price.
Even before the transfer of title, the ordering party shall be authorized to process or remodel the goods supplied or to inseparably combine them with other objects. This shall be done on our behalf at all times. If the goods are processed or inseparably combined with items not belonging to us, we shall thus acquire co-ownership of the new item in proportion to the value of the goods we have supplied relative to the other items processed, each as of the time of processing. In all other respects, the item created as a result of processing or inseparable combination shall be subject to the same provisions as the goods supplied under reservation of title.
Until the transfer of title, the ordering party shall be obliged to notify us without delay in text form (e.g. by email, telefax or letter) of any sale of the goods, any third-party access to the goods (e.g. in the case of seizure or other loss of possession) or any damages to the goods.
Until the transfer of title, the ordering party shall be obliged to handle the goods with the care of a prudent businessperson. Insofar as servicing and/or inspections are required for technical reasons, the ordering party shall have these carried out promptly at its own expense.
After receiving corresponding notification from the ordering party in text form, we undertake to release the items of security to which we are entitled to the extent that the realisable value of our items of security exceeds the receivables to be collateralised by more than 10 %. The items of security that are released shall be selected at our discretion.
If the ordering party defaults in performance of its obligations, we shall be entitled to withdraw from the contract and demand the return of the goods.

VIII. Nature of Our Performance

We manufacture the ordered small conveyor in accordance with the specifications expressly agreed upon as a result of the quotation and acceptance. Our performance corresponds to the agreed upon nature if it corresponds to the specifications expressly agreed upon in the purchase order (hereinafter also referred to as “agreed upon specifications”). If no specifications have been expressly agreed upon, the specifications specified in our product catalogue, e.g. dimensions, manufacturing tolerances, material, specific suitabilities of a small conveyor, etc., valid at the time of our declaration to conclude the contract, shall be deemed agreed upon. Statements by third parties regarding our small conveyors do not constitute part of the agreed upon specifications.
Unless otherwise agreed upon, our small conveyors are manufactured solely for conventional industrial use as a small conveyor (the use envisaged according to the contract). Suitability for other possible uses is only owed if such other uses have been expressly agreed upon or constitute part of the performance ordered (e.g. special material requirements, special dust protection, special temperature or vibration resistance, or any other exceptional ambient requirements, special suitabilities such as for pharmaceutical or medication-related applications, suitability for food or special functions such as a backlighting unit, suitability for image processing, suitability for microtechnology, etc.).
If our small conveyors contain software, this software shall be supplied in the version current at the time of ordering (e.g. the firmware version of microcontrollers). Software updates shall not be made. No other nature of our performance is owed in this regard.
Our performance must only meet further objective requirements if, prior to the purchase order or at the time of the purchase order, we were informed that performance must meet such objective requirements, or if such is required by mandatory rule of law.
It is necessary to assemble the small conveyor at the place of use, for which purpose a screw connection option (profile groove) is provided; additionally, connection to an external, specifications-compliant power supply is necessary, as is connection to an external setpoint device, which must also be programmed to control the small conveyor. A setpoint device is not included in the scope of delivery unless a setpoint device has been ordered.
We provide assembly instructions intended for trained personnel who are specialised in assembly. Assembly by us is only included in the scope of delivery if this has been expressly ordered.
We shall not be liable for damages to small conveyors resulting from natural wear and tear, improper, unsuitable, or non-contractual use, excessive loads (e.g. overriding a small conveyor belt by means of programming or software tuning), or otherwise improper modification, rework or maintenance performed by the customer or third parties, materials or tools supplied by the customer, or due to incorrect or negligent handling – unless such occurs as a result of negligence for which we are liable.

IX. Warranty, Defects in Quality

The warranty for any material or legal defects in our performance is governed by the applicable legal provisions, unless otherwise agreed upon, and without prejudice to any rights arising from guarantees, if and to the extent that such guarantees have been granted.
The basis of the warranty is, first and foremost, the agreed upon specifications of our performance and, inasmuch as these are not conclusive, all our product descriptions that constitute part of the individual contract or that were made publicly available by us (in particular in catalogues or on our website) at the time that the contract was concluded.
However, claims for defects made by the ordering party shall only exist if the ordering party has fulfilled its legally applicable obligations of inspection and notification (§§ 377, 381 of the German Commercial Code (Handelsgesetzbuch – HGB)). Since our small conveyors are not ready for operation until after assembly and programming, the inspection must moreover be carried out directly prior to such further processing of the small conveyor. Any defects discovered within the scope of delivery or inspection, or at a later point in time, must be reported to us without delay in writing and with a specific description of the defect. Obvious defects must be reported in writing within fourteen workdays of delivery, and defects which are not readily recognisable within the same period from the time of their being ascertained. If the ordering party fails in its obligation to inspect and/or notify us of the defect in a proper or timely manner, we shall not be liable for the defect which is not reported, which is not reported in time or which is not reported properly, in accordance with the legally applicable provisions. Since our small conveyors must be assembled and programmed, this also applies if the defect resulting from the failure to comply with or violation of one of these obligations does not become apparent until after processing. In such a case, the ordering party shall have no claim for compensation for the costs of installation or removal.
Before any return of defective goods to us, the customer must remove them at their own expense. The customer shall also bear any other costs incurred on the customer’s side, especially the costs of installation or integration of the reworked item or the delivered defect-free replacement item.
We shall be entitled to examine the reported defect. For this purpose, in particular, the damaged goods and, if still available, their packaging must be made available to us for inspection; and the customer must also answer our (follow-up) questions regarding the reported defect, previous assembly, operation and any modifications made to the substance and/or software of the small conveyor.
Without prejudice to any further claims of ours, if a notice of defect proves to be unfounded, the ordering party must reimburse us for the expenses incurred for inspection and – if requested – for rectification of the defect. In such cases, the expenses for which we are to be compensated include, in particular, labour time, materials and packaging.
Liability for damages resulting from operational downtime and for loss of profit is excluded.

Limitation of Liability

We shall only be liable for wilful or grossly negligent breaches of duty. This shall not apply in the following cases:

For damages arising from injury to life, body or health, which are based on a negligent breach of duty on our part, or arising from a wilful or negligent breach of duty on the part of our legal representative or vicarious agent.
For a breach of so-called cardinal duties, i.e. duties which characterise the very essence of the contract, whose breach jeopardises the purpose of the contract or whose fulfilment makes the proper execution of the contract possible in the first place and upon whose observance the customer can regularly trust in and rely upon.
For the violation of quality agreements and the fraudulent concealment of defects. Warranty claims that are independent of negligence or fault (e.g. arising from the delivery of a defective item) remain unaffected.
For liability according to other mandatory legal provisions, in particular, the German Product Liability Act (Produkthaftungsgesetz).

In these cases, we are therefore also liable for slight negligence and thus for any fault on the part of our representatives or vicarious agents.

Unless there is a case of wilful or grossly negligent breach of contract, injury to life, body or health, or a guaranteed quality or liability according to the German Product Liability Act, liability for compensation for damages is limited to typically occurring, foreseeable damages.
Further liability for claims for compensation for damages, in particular for compensation for damages in lieu of performance and for compensation for other direct or indirect damages, including consequential or follow-on damages, regardless of the legal basis, in particular due to breach of contractual obligations or tortious acts, is excluded. This however shall not apply to damages arising from a delay in performance.
A change in the burden of proof to the customer’s disadvantage is not associated with the aforementioned provisions.
The aforementioned limitations of liability also apply if the customer, instead of claiming compensation for damages, demands compensation for useless expenditures in lieu of performance.
The aforementioned limitations of liability apply to the same extent to the advantage of our bodies, legal representatives, employees and vicarious agents.

XI. Statute of Limitations

All claims for defects made by the ordering party, with the exception of claims for compensation for damages, shall expire one year after delivery of the goods to the ordering party. For replacement goods and subsequent improvement, the limitation period is one year from delivery and/or performance, but this period runs at least until the expiration of the original limitation period for the goods. This limitation period shall not affect any provisions regarding a shorter service life of the goods within the scope of their intended use.

XII. Right to Withhold Performance, Advance Performance Obligation

We may withhold all or part of our performance until the ordering party has fully honoured its performance commitment(s) arising from the ongoing business relationship, irrespective of whether or not there is any connection between the items of performance, and irrespective of whether such performance commitments have been made in a single contract or in multiple contracts. To this extent, the ordering party shall be obliged to render advance performance.

XIII. Data Protection

We use data processing systems for the purpose of processing the order. In order to fulfil an order, it may also be necessary to share data with third parties, whereby we shall comply with the currently applicable legal provisions.
The ordering party consents to the collection, processing and use of its data (including personal data) for the purpose of processing the order.
The ordering party shall have the right to revoke its consent at any time with future effect.

XIV. Final Provisions

The contract language shall be German.
The contractual relationship shall be governed by German law. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (also known as “CISG” or “UN Sales Law”) is excluded.
Our registered place of business shall be the place of performance for all obligations ensuing from the contractual relationship.
If the ordering party is a merchant or a legal person under public law, or represents special assets subject to German public law (öffentliches rechtliches Sondervermögen), then the parties agree that the exclusive jurisdiction for any and all disputes arising from this contractual relationship shall be the court responsible for the registered place of business of Vetter Kleinförderbänder GmbH.