Specifications

General Terms and Conditions of VIDEOR TECHNICAL E. Hartig GmbH as of 1 January 2007
VIDEOR TECHNICAL E. Hartig GmbH • Carl-Zeiss-Str. 8 • 63322 Rödermark/Germany • Tel. [phone] - 0 • Fax [phone] - 100 • eMail [e-mail] • www.videortechnical.com
1. General
1.1 The below-listed general terms and conditions of Videor Technical E. Hartig GmbH
(hereinafter VTEH) apply to business transactions with VTEH if the party ordering is an
entrepreneur as dened by Art. 14, BGB (German Civil Code) or a legal entity or separate
estate under public law.
1.2
These General Terms and Conditions of VTEH shall apply exclusively. Any dif-fering,
conicting or supplemental terms and conditions of the party ordering shall only become
part of the contract if and to the extent VTEH has given its express written consent. This
requirement of consent applies in any case, even if VTEH executes a delivery without
reservation in spite of being aware of the general terms and conditions of the party
ordering.
1.3 The party ordering is bound to his/her offer of contract for 3 weeks.
1.4 The contract will come into effect when VTEH conrms acceptance thereof in writing or
effects performance or delivery within the deadline.
1.5 VTEH reserves its exploitation rights without restriction on all proprietary and copyrighted
cost estimates, drawings and other documents (hereinafter referred to as documentation).
The documentation may only be made accessible to third parties with the prior consent of
VTEH and must be returned to VTEH without delay on request if VTEH is not granted the
contract.
1.6 The party ordering has the non-exclusive right to use standard software with the agreed
performance characteristics in unaltered form on the agreed hardware. The party ordering
is entitled to make back-up copies without any explicit agreement to this effect.
1.7 All agreements, collateral agreements, provisos, amendments and supplements to the
contract must be recorded in writing in the interest of conservation of evidence.
2. Prices
2.1 Prices are subject to change unless xed prices have been agreed. The VTEH prices valid
on the day of delivery or performance in accordance with the VTEH price lists shall apply
ex VTEH delivery stores.
2.2 All prices are without discounts or any other deductions plus value-added tax at the rate
valid on the date of delivery or performance.
2.3 The costs of packaging, loading and shipping from the VTEH delivery stores are at the
expense of the party ordering. When delivering goods upon which duty has not been paid,
the party ordering must pay the charges levied by the customs authorities and any related
costs.
3. Terms of Payment
3.1 With the exception of agreements made expressly to the contrary, payment is always due
at the latest when the purchased items are picked up or, in the event of shipment, when
they are handed over to the freight forwarder or carrier.
3.2 All payments must be made in cash without any deductions at a VTEH paying ofce. Only
VTEH cash desks are entitled to take receipt of money. Any credit transfers may only be
made to accounts held by VTEH. VTEH sales personnel do not have collection authority.
3.3 VTEH reserves the right to refuse bills of ex
change or cheques. Bills of exchange or
cheques will only be accepted by way of payment and without any guarantee of punctual
submission or timely protest. All cheque and bill of exchange fees and costs are at the
expense of the party ordering and are due for immediate payment to VTEH.
3.4 If the party ordering is in default of all or parts of his/her payments and if mature bills of
exchange in particular are not honoured in time or cheques not cashed upon presentation,
VTEH can accelerate maturity of all claims arising from the business relationship with
advance notice of one week. This also applies to bills of exchange with later maturity.
All demands for payment made by VTEH which arise from the business relationship
will become due for immediate payment without advance notice if the party ordering
discontinues his/her payments or if an application is made to open insolvency proceedings
against his /her assets.
3.5 The party ordering has no rights of offsetting or retention unless his/her counterclaims have
not been contested by VTEH or established nally and absolutely.
4. Delivery – Delayed Delivery
4.1 In the interest of conservation of evidence, delivery times and deadlines must be agreed
to in writing. With the exception of agreements made expressly to the contrary, all details
of delivery times and deadlines are non-binding only and are subject to the proviso of
complete and prompt delivery to VTEH by advance suppliers.
4.2 If delivery times and deadlines which have been agreed in a non-binding manner are
exceeded by more than 6 weeks, the party ordering can demand in writing that VTEH
make delivery within an appropriate space of time. VTEH will be considered to be in default
once the deadline set in this way has expired without performance.
VTEH can only be held liable for damage due to delays to the extent outlined in Section 9,
below.
4.3 The prerequisite for VTEH’s compliance with dates and deadlines is correct and punctual
fulllment of all obligations by the party ordering. This includes in particular compliance with
the agreed terms of payment and the timely receipt of all documentation, any necessary
licenses and the release authorization of plans in particular to be delivered by the party
ordering.
4.4 Partial deliveries by VTEH are permissible as long as they can be reasonably expected of
the party ordering.
4.5 Instances of force majeure entitle VTEH to postpone delivery for the duration of the
obstruction plus an appropriate restart period. If it becomes unreasonable for either party to
full the contract, that party may withdraw from the contract to that extent. Force majeur is
considered to be all circumstances which make it considerably more difcult or impossible
for VTEH to make delivery, such as currency, trading policy or other sovereign measures,
strikes, lock outs, operational disturbances (e.g. re, mechanical breakdown, raw material
or energy shortages) as well as transport route obstructions, irrespective of whether these
circumstances occur at VTEH, a supplier’s plant or a VTEH subcontractor.
4.6 The right is reserved by the manufacturer to make alterations to the construction, shape,
colour shade and scope of delivery throughout the delivery period, provided that the
purchased item is not signicantly altered and the alterations can be accepted as reaso-
nable by the party ordering. No rights can be asserted against VTEH for the use of type
codes or numbers for the purchased item.
5. Acceptance/Shipment – Transfer of Risk
5.1 The party ordering is obliged to make acceptance of the purchased item within 8 days of
receipt of notication of availability or a shipping order. Shipment is made in the name, at
the expense and at the risk of the party ordering. VTEH is entitled to charge at-rate freight
costs to cover freight expenses.
5.2 If the party ordering fails to make acceptance of the purchased item within 2 weeks of
receipt of notication of availability, VTEH can set the party ordering a deadline of 8 days
in writing. Once this deadline has expired without action, VTEH is entitled to withdraw from
the purchase contract by means of a written declaration to this effect and/or claim damages
in place of performance. If VTEH claims damages in place of performance, this will amount
to 20 % of the purchase
price. Both parties reserve the right to provide evidence of major or
minor damage.
5.3 If the purchased item is to be shipped and no agreements to the contrary have been made,
it is left over to VTEH to select the transport mode and route. If the wrong selection is made,
VTEH can only be held liable to the extent outlined in Section 9, below.
5.4 VTEH is entitled but not obliged to take out transport insurance on behalf and for the
account of the party ordering unless the party ordering contradicts insurance of this kind.
5.5 The risk, including that of accidental loss or deterioration of the purchased item, is tran
sfer-
red from VTEH to the party ordering upon expiry of the availability deadline or, if shipped,
as soon as the purchased item is delivered to the freight forwarder or carrier, but at the
latest as soon as it leaves the VTEH delivery store, irrespective of whether shipment is made
from the place of performance or freight paid.
5.6 The party ordering is not entitled to refuse receipt of the purchased item due to irrelevant
defects.
6. Retention of Title
6.1 The delivered goods (hereinafter referred to as reserved goods) will remain the property of
VTEH until complete payment of the purchase price has been made and all other claims
made by VTEH in connection with the transaction (e.g. bill of exchange costs, nancing
costs, interest, repair and conversion costs) have been settled.
6.2 For VTEH, as the manufacturer as dened by Art. 950, BGB, the handling and processing
of the reserved goods does not put VTEH under any obligation. If the party ordering pro-
cesses the goods along with other goods that do not belong to VTEH, VTEH is entitled to
co-ownership of the manufactured object in the ratio of the invoice value of the processed
reserved goods to the sum of the invoice values of all other goods used in the manufac-
turing process. If reserved goods are mixed or connected with other objects, thus brin-
ging about the expiry of VTEH’s ownership of the reserved goods (Arts. 947, 948, BGB),
it is regarded as agreed even now that the party ordering’s ownership share in the mixed
item or uniform object will be passed on to VTEH to the extent of the invoice value of the
reserved goods and that the party ordering will safeguard these goods for VTEH with the
diligence of a prudent businessman.
The objects created through processing, connection or mixing are reserved goods as de
-
ned by these general terms and conditions.
6.3 For the duration of the retention of title, the sale, pledging, transfer of ownership by way of
security, rental or other relinquishment of the reserved goods to third parties which might
impair the security status of VTEH are only permitted with the advance, written consent of
VTEH, as are the alteration, processing, mixing, connection or utilization of said goods.