Franz Ruberg & Co. GmbH | Mühlen- & Silobau


Friedrich-Wilhelm-Weber-Str. 35
33039 Nieheim
Tel. +49(0) 52 74 / 98 80-0
Mail info@franz-ruberg.de | Web www.franz-ruberg.de

VDMA conditions for the supply of machinery
For domestic business

recommended by the Association of German Machinery and Plant e. V.

For use against:

1st  a person who acts in signing the contract in their commercial or self-employed persons (entrepreneurs);

2nd  legal persons under public law or public special assets.

I. General

1st  All goods and services are subject to these conditions and any separate contractual agreements.  Deviating conditions of purchase are not even if an order is accepted.
A contract is - unless otherwise agreed - with the written confirmation of the supplier to stand.

2nd  The supplier reserves of samples, cost estimates, drawings and other information of physical and intangible - the ownership rights and copyrights - including in electronic form, they may not be disclosed to third parties.
 The supplier undertakes to the Purchaser as confidential information and documents designated only with the consent of third parties to make accessible.

II. Price and payment

1st  Unless otherwise agreed, prices are ex works including loading at the plant, but excluding packaging and unloading.  Prices are subject to sales tax at the statutory rate.

2nd  Unless otherwise agreed, the payment without any deduction on account of the supplier is to be done, namely: 1 / 3 payment after receipt of order confirmation, 1 / 3 if the customer is informed that the main parts are ready, the remainder within one month after passage of risk .

3rd  The right to withhold or offset payments against counterclaims, the customer only to the extent that his claims are undisputed or legally valid.

III.  Delivery time, delay

1st  The delivery time is based on the agreements between the parties.  Compliance by the supplier requires that all commercial and technical issues have been resolved between the parties and the purchaser all his obligations, has met such as providing the necessary official certificates or permits or paying a deposit.  If this is not the case, then the delivery time is extended accordingly.  This does not apply if the supplier is responsible for the delay. 

2nd  Meeting the delivery deadline is subject to correct and punctual delivery.  The Supplier shall notify any delays as soon as possible.

3rd  The delivery deadline is met if the goods have left until their expiration or the supplier's factory for shipment has been reported.  If acceptance is to take place, - the acceptance date, or alternatively the notification of readiness - except for a justified refusal.

4th  If the shipment or the acceptance of the delivery item is delayed for reasons for which the customer has, he will be starting one month after notification of dispatch or acceptance, which is calculated by the delay incurred.  As of March 2002

5th  Failure to meet the delivery time due to force majeure, labor disputes or other events which are beyond the control of the supplier is due, then the delivery time is extended accordingly.  The Supplier shall notify the purchaser of the beginning and end of such circumstances as soon as possible.

6th  The purchaser may rescind the contract without notice if the supplier before the overall performance of risk is ultimately impossible.  The Purchaser may also withdraw from the contract if an order to execute a part of the delivery is impossi ble, and he has a legitimate interest in refusing partial delivery.  This is not the case, then the Purchaser shall pay to the partial delivery of the contract price.  The same applies to inability of the supplier.  Section VII applies in the rest of 2nd
If the impossibility or inability to perform during the delay in acceptance or if the customer bears the sole or largely responsible, he remains liable for payment.

7th  If the supplier is in arrears and the purchaser suffers a loss, he is entitled to claim a lump-sum compensation.  It amounts for each week of delay, 0.5%, in total no more than 5% of the value of that portion of the total delivery which can be used due to the delay time or not in accordance with the contract. If the purchaser to the supplier - in consideration of the statutory exceptions - after the due date, a reasonable time for performance and will not meet the deadline, the buyer in accordance with legal regulations is entitled to withdraw. Further claims arising from delayed delivery solely by Section VII of these two conditions.

IV. Passage of risk, acceptance

1st  The risk passes to the buyer when the goods have left the factory, even if partial deliveries take place or has taken, the supplier of other services, such as shipping costs or delivery and installation.  If acceptance is to take place, this is crucial for the transfer of risk.  You must immediately on the acceptance date, be carried out alternatively after the announcement of the supplier on acceptance.  The purchaser may not refuse acceptance if a minor defect.

2nd  Delayed or omitted in the shipment or acceptance is caused by circumstances that the Supplier is not responsible, the risk is the day of notification of delivery or acceptance to the buyer.  The supplier agrees, at the expense of the purchaser to complete the insurance, they may require.

3rd  Partial deliveries are permissible if reasonable for the customer.

V. Retention of title

1st  The supplier retains ownership of the delivery item until all payments under the contract.

2nd  The supplier is entitled to have the goods delivered at the customer's expense against theft, breakage, fire, water and other damage, unless the buyer is able to demonstrably has completed.

3rd  The buyer may sell the goods delivered neither, nor to pledge collateral.  In case of seizure and confiscation or other dispositions by third parties must notify the Supplier immediately report it to term.

4th  In breach of contract, especially payment arrears, the supplier to take back the goods delivered is entitled to demand and the customer is obligated to return them.

5th  Due to the retention of title, the supplier may demand the delivery item only when it is withdrawn from the contract.

6th  The request to open insolvency proceedings shall entitle the Supplier to rescind the contract and demand the immediate return of the goods delivered.

VI.  Warranty claims - for material and legal defects, the supplier to the exclusion of further claims - subject to Section VII - as follows:

Defects

1st  All parts are charge at the discretion of the supplier or replace free of defects, which turn out occurred before the transfer of risk circumstance to be defective.  The discovery of such defects must be reported to the supplier in writing immediately.  Replaced parts become the property of the supplier.

2nd  To perform all the Supplier deems necessary repairs and replacements, the purchaser must be in agreement with the supplier the necessary time and opportunity, otherwise the supplier is exempted from liability for the consequences resulting therefrom.  Only in urgent cases of danger to operational safety or to prevent excessive damage, the supplier must be notified immediately, the purchaser has the right to rectify the defect himself or have it remedied by third parties and to demand compensation from the supplier of the necessary expenses.

3rd  Of the costs incurred by the repair or replacement costs directly borne by the supplier - if the complaint proves to be justified - the cost of replacement, including shipping.  He also bears the costs of removal and installation and the costs of any necessary provision of technicians and support staff, including travel expenses, unless this would impose a disproportionate burden on the supplier.

4th  The buyer has under the statutory right to rescind the contract if the supplier - in consideration of the statutory exceptions - to meet a reasonable period for repair or replacement can be spread due to a material defect.  If only a minor defect, the buyer shall only be entitled to reduce the contract price.  The right to reduce the contract price is excluded.

Further claims are governed by Section VII of these two conditions.
 
5th  No guarantee is given in the following cases: improper or incorrect use, faulty assembly or commissioning by the customer or third party, natural wear, faulty or negligent treatment, improper maintenance, improper equipment, faulty construction work, unsuitable building, chemical, electrochemical or electrical effects - if they are not the responsibility of the supplier.

6th  If the customer or a third party, there shall be no liability of the supplier for the consequences resulting therefrom.  The same applies to the supplier without prior approval any changes to the delivery item.

Defects

7th  If the use of the delivery to the infringement of intellectual property rights or copyrights in Germany, will provide the supplier is basically at his cost to the purchaser the right to continued use or modify the delivery item in the buyer a reasonable manner so that the copyright infringement no longer exists. If this is not commercially reasonable terms or within a reasonable period, the buyer is entitled to withdraw from the contract.  Under these conditions, the Supplier shall be entitled to rescind the contract. In addition, the Supplier shall indemnify the Purchaser from uncontested or legally established claims of the affected copyright owners.

8th  In Section VI.  7 as the Supplier's obligations are subject to Section VII 2 for the case of patent or copyright.

They exist only if

The customer shall immediately inform the Supplier of any claims of patent or copyright infringement, the purchaser of the supplier to a reasonable extent in defending the asserted claims or enables the supplier to carry out modifications according to Section VI.  7 allows all defense measures including out-of-court settlements, the defect is not based on an instruction of the customer and the breach was not caused by the fact that the purchaser has arbitrarily modified or used in a   non-contractual manner.

VII Liability

1st  If the delivery item to the supplier, as a result of neglect or faulty execution before or after the contract proposals and advice or breach of other contractual obligations - in particular instructions for operation and maintenance of the delivered goods - the buyer can not be used in accordance with the contract, to the exclusion further claims by the purchaser, the provisions of Sections VI and VII 2 accordingly.

2nd  For damage not caused to the item itself, the supplier is liable - on whatever legal grounds - only
a. in case of intent,
b.  for gross negligence of the owner / organs or executives,
c.  culpable violation of life, limb, health,
d. deficiencies that he fraudulently concealed or the absence of which it has guaranteed,
e. defects in the delivered goods insofar as liability under product liability law for personal injury or property damage to privately used objects.
In case of culpable violation of essential contractual obligations, the supplier is also liable for gross negligence of non-executives, and ordinary negligence, in the latter case is limited to typical and foreseeable damages.
Further claims are excluded.

VIII Limitation

All claims by the customer - for whatever legal reason - shall expire in 12 months.  For claims for damages under Section VII 2.ae apply the statutory deadlines.  They also apply to defects in a building or for delivery items that were used in their intended use for a building and caused defects.

IX.  Software Use

If the scope of delivery includes software, the customer is granted a nonexclusive right to use the software and its documentation.  It is provided for use on the intended delivery date.  Use of the software on more than one system is prohibited. The buyer may use the Software only as permitted by law (§ § 69 a ff UrhG) copy, revise, translate or convert the object code to source code.  The purchaser agrees to manufacturer's instructions - not to remove or change without prior express consent of the supplier - especially copyright. All other rights to the software and documentation, including copies, remain with the supplier or the software supplier.  The sublicensing is not permitted. X.  Governing Law, Jurisdiction

1st  All legal relationships between the supplier and the customer only for the domestic legal relations among parties is law of the Federal Republic of Germany.
2nd  Jurisdiction is the location of the supplier of competent jurisdiction.  The supplier is entitled to take legal action to raise the purchaser.

VDMA conditions for assembly at home recommended by the Association of German Machinery and Plant V.

For use against:

1st  a person who acts in signing the contract in their commercial or self-employed persons (entrepreneurs);
2nd  legal persons under public law or public special assets.

I. Scope
These conditions apply to mounting assembly, which takes over a company of engineering (installation contractor), unless in individual cases, different agreements are met.

II installation price

1st  The assembly is charged on a time basis in accordance with Annex unless explicitly agreed a fixed price.
2nd  The agreed amounts are exclusive of VAT which is paid to the installation contractor in addition to the statutory rate.

III.  Cooperation of the Purchaser

1st  The buyer has to support the installation staff in the implementation of the Assembly at its expense.
2nd  He has to make to protect people and property at the installation space required special measures.  He has also to inform the Head of existing special safety assembly to the extent of the installation personnel.  He notified the contractor of violations of the mounting assembly personnel against such security.  For serious violations, he can refuse the offender, in consultation with the mounting head for mounting the access point.

IV Technical assistance of the customer

1st  The purchaser is at his expense to provide technical assistance required, including:
a. Provide the necessary, appropriate support staff (masons, carpenters, fitters and other skilled workers, laborers) in the number required for the assembly and for the required time, the assistants have to follow the instructions of the installation guide.  The installation contractor is responsible for any liability assistants.  By assistants is a defect or damage due to instructions from the conductor assembly incurred, apply Section VII and Section VIII
b.  Carry out all excavation, construction, foundation and frame work, including procurement of necessary materials.
c.  Provide the required equipment and heavy tools (such as hoists, compressors, forges) and the required materials and equipment and materials (such as scaffolding poles, wedges, supports, concrete, plaster and sealing materials, lubricants, fuels, transmission rope and - ) belt.
d. Provision of heating, lighting, power, water, including the necessary connections.
e. providing the necessary, dry and lockable rooms for storing the tools of the installation personnel.
f. transport of the assembly parts to the assembly area, protecting the specific site and materials against harmful influences of any kind, clean the mounting location.

As of March 2002

g. Provision of suitable, theft-proof common rooms and study rooms (with heating, lighting, washing facilities, sanitary facilities) and first aid for the installation personnel.
h. Provision of materials and perform all other acts which are to be mounted for the adjustment of the object and to perform a test required under contract.
2nd  May be the technical assistance of the customer must ensure that the assembly can be started immediately after arrival of the installation personnel and carried out without delay to the acceptance by the customer.  If special plans or instructions of the installation contractor is required to establish that the customer can in a timely manner.
3rd  If the customer does not fulfill his duties, the installation contractor is entitled to a deadline, but not the obligation, to make the buyer's duties in his place and at his expense.  In all other respects the legal rights and claims of the affected installation contractor.

V. Assembly deadline, assembly delay

1st  The assembly time is met, if, before the expiry of the Assembly for acceptance by the purchaser, in case of a contractually stipulated trial to be transacted, is ready.
2nd  If the assembly is delayed by measures in the context of labor disputes, strikes and lockouts, and the occurrence of circumstances, by the installation contractor are not in debt, it shall, if such obstacles are on the completion of the installation of significant influence, a reasonable extension of the installation deadline, and this applies even when such circumstances occur after the installation contractor is in default.
3rd  If the Purchaser as a result of the delay in mounting a damage entrepreneur, he is entitled to claim a lump-sum compensation.  It amounts for each week of delay, 0.5%, in total no more than 5% of the installation price for that part of the installation contractor to be assembled condition, the result of the delay can not be used on time.
If the customer sets the installation contractor - taking into account the statutory exceptions - a reasonable period after the due date for performance and will not meet the deadline, the buyer in accordance with legal regulations is entitled to withdraw.
Further claims for delay are determined solely by Section VIII of these three conditions.

VI.  Decrease

1st  The buyer is obliged to accept the assembly when it has been shown and whose completion has taken place any contractually agreed trial of the mounted object.  If the assembly is found to be non-conforming, then the installation contractor is obligated to correct the defect.  This does not apply if the defect is irrelevant to the interests of the customer or based on a circumstance attributable to the purchaser.  If a non-essential defect, the purchaser may not refuse to accept.
2nd  If the acceptance is delayed through no fault of the installation contractor, the acceptance is effective at the end of two weeks after notification of completion of the installation as is.
3rd  Upon acceptance of the liability of the installation contractor for obvious defects, unless the customer has not reserved the right to claim certain defect.
Claims for defects
1st  After removing the mounting assembly contractor liable for defects in the assembly, to the exclusion of all other claims by the purchaser without prejudice to Section 5 and Section VII VIII in the manner that he has to remedy the deficiencies.  The Purchaser shall without undue delay notify the display assembly contractor.
2nd  The liability of the installation contractor does not apply if the defect is irrelevant to the interests of the customer or based on a circumstance attributable to the purchaser.
3rd  Improperly about the customer or any third party without prior approval of the installation contractor changes or repairs, the installation contractor's liability for the consequences arising therefrom shall be repealed.  Only in urgent cases of danger to operational safety and to prevent excessive damage, whereby the assembly contractor is notified immediately, or if the installation contractor has a reasonable deadline to remedy the defect to expire, the purchaser has the right to the defect itself or through third parties have it removed and to require the installation contractor reimbursement of the costs.
4th  Of the costs incurred by the remedial costs directly borne by the installation contractor - if the complaint proves to be justified - the cost of replacement, including shipping.  He also bears the costs of removal and installation and the costs of any necessary provision of technicians and support staff, including travel expenses, unless this would impose a disproportionate burden of the assembly operator.
5th  Makes the installation contractor - taking into account the statutory exceptions - which has been provided for the period to expire without rectification, then the buyer as part of the statutory provisions, price reduction.  The reduction in customer's right also exists in other cases of failure to remedy defects.  Only if the assembly despite the demonstrable reduction for the customer is without interest, the purchaser may rescind the contract.

VIII installation contractor's liability, disclaimer

1st  If damaged during installation of a mounting assembly contractor supplied in part by the fault of the installation contractor, he shall set it according to his choice at his expense to be repaired or re-supply.
2nd  If through the fault of the assembly contractor the mounted object from the customer as a result of neglect or faulty execution before or after the contract proposals and advice as well as other ancillary contractual obligations - in particular instructions for operation and maintenance of the installed item - can be used as stipulated, then apply to the exclusion of other Claims by the purchaser, the provisions of Sections VII and VIII 1 and 3 accordingly.
3rd  For damage not caused to the assembly item itself, the installation contractor is liable - on whatever legal grounds - only
a. in case of intent,
b.  for gross negligence of the owner / organs or executives,
c.  culpable violation of life, limb, health,
d. deficiencies that he fraudulently concealed or the absence of which it has guaranteed,
e. if there is liability under product liability law for personal injury or property damage to privately used objects.
In case of culpable violation of essential contractual obligations, the installation contractor is also liable for gross negligence of non-executives, and ordinary negligence, in the latter case is limited to typical and foreseeable damages.
Further claims are excluded.


IX.  Limitation

All claims by the customer - for whatever legal reason - shall expire in 12 months.  For claims under Section VIII 3.a - e, the statutory deadlines.  The installation contractor provides the assembly work at a building and thereby causing it to be defective, also apply the statutory deadlines.

X.  Indemnification of the Purchaser
Are no fault of the contractor installation of the questions it damaged equipment or tools at the assembly site or get them without fault in his loss, the buyer is obligated to pay such damages.  Damage due to normal wear, no account.

XI.  Governing Law, Jurisdiction
1st  For all legal relations between the assembly contractor and the customer only for the domestic legal relations among parties is law of the Federal Republic of Germany.
2nd  Jurisdiction is the seat of the assembly contractor competent court.  The installation contractor is entitled to take legal action to raise the purchaser.


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