General Business Terms and Conditions
VHV Anlagenbau GmbH

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General Business Terms and Conditions of VHV Anlagebau GmbH

1. Area of application

These sales and delivery conditions apply vis-à-vis companies according to Section 14 BGB [Bürgerliches Gesetzbuch / German Civil Code]. All services/performances are exclusively carried out on the basis of the following conditions.
Business terms and conditions of the contracting partner have no validity unless we have expressly recognised them.


2. Offers, scope of performance and conclusion of the contract

Our written order confirmation provided on the basis of the order shall be decisive with regard to the scope, type and date of the delivery. Any documents accompanying the order such as illustrations, drawings etc. are only considered accurate in terms of weights and dimensions where this has been expressly confirmed. We reserve the proprietary right and copyright to these documents;
they may not be made accessible to third parties without our approval. If the order is not granted, they must be returned on request without delay.
Offers are subject to confirmation.

A right of withdrawal requires an explicit regulation in the contract.


3. Payment terms

Prices are net ex-factory. Part deliveries and part invoicing are permissible. Only undisputed or legally determined claims may be offset. Bills of exchange or cheques are only accepted on account of performance.
Discount(s) and expenses are for account of the contracting partner.

All invoices are due for payment within 30 days from date of invoice. If the
payment date is exceeded, we are entitled to charge interest on arrears at the rate the bank charges us for overdrafts; however, at least eight percent above the relevant base interest rate.

After a written notification to the contracting partner in cases of payment arrears, we are entitled to suspend our obligations until receipt of the payments.

If it becomes evident after concluding the contract that our payment claim is endangered by a lack of solvency on the part of the contracting partner, we may
refuse performance and grant the partner a reasonable period of grace during which he shall contemporaneously make a payment or provide securities against delivery. Should this be refused or the deadline expire fruitlessly, we are entitled to withdraw from the contract and claim compensation for damages.


4. Delivery dates

The indication of a delivery date is given according to best estimates and extends
appropriately if the contracting partner on his part delays or omits to carry out the agreed collaborative actions. The same applies to measures within the scope of industrial actions, as well as in the event of unforeseen hindrances which are outside our sphere of influence, e.g. delivery delays by a sub-supplier, disturbances in transport and operation, shortage of material or energy, etc. Also, any changes to the delivered goods instructed by the contracting partner lead to a reasonable extension of the delivery deadline.

The contracting partner is only entitled to withdraw from the contract if we are responsible for the
non-compliance to the delivery date and he has granted us a reasonable period of grace which expired fruitlessly.


5. Dispatch

Goods are always dispatched for account and risk of the contracting partner; this also applies to carried paid deliveries. Packaging is charged at cost price.


6. Drawings

Illustrations, dimensions and weights can experience change as far as these can
be reasonably expected of the contracting partner. This does not affect any obligations.


7. Reservation of title

We reserve the reservation of title to the delivered goods up to the satisfaction of all demands from the business relationship with the contracting partner.

The contracting partner is entitled to sell these goods in the ordinary course of business, as long as he meets his obligations from the business relationship with us on time. However, he may not pledge the goods subject to reservation of title or transfer them as security. The contracting partner is obliged to safeguard our rights in the event of a credited resale of the goods subject to the reservation of title.

The contracting partner already now assigns those property rights to which we are entitled in regard to all claims and rights resulting from the sale. We herewith accept this assignment.

The contracting partner always carries out any possible treatment or processing of the goods subject to reservation of title. If the goods subject to reservation of title are
processed or inseparably mixed with items that do not belong to us, we acquire the co-ownership to the new item in proportion to the invoice value of the goods subject to retention of title to the other processed or mixed items at the time they were processed or mixed.

Should machines, accessories etc. be so bonded with the land, parts of buildings or in some other manner with other objects as a result of the construction of foundations or similar measures, it shall be deemed to have been agreed that this bonding is only provisional and can only become permanent once the buyer attains full title after having fulfilled his obligations.

The contracting partner shall immediately notify us of any enforcement measures related to the goods subject to the reservation of title, receivables assigned to us or any other collateral and hand us any documentation required for an intervention. This also applies to other types of restrictions.


8. Claims on defects

Should the purchase be a commercial act for both parties, the contracting partner shall immediately inspect the goods after receipt, as far as this is possible during the ordinary course of business and, in the event of a defect, notify us without delay. If the contracting partner does not send this notification, the goods are deemed accepted unless the defect was not recognisable during the inspection. For the rest, Sections 377 et seq. HGB [Handelsgesetzbuch = German Commercial Code] shall apply.

Entitled claims for defects are restricted to supplementary performance. At our discretion, we will repair the goods under complaint or deliver replacement goods free from any defects. If the supplementary performance fails, the contracting partner has the right to choose either a reduction of the purchase price or to rescind the contract.

Claims on defects become statute-barred one year after the delivery of the purchase item.


9. Liability

Claims for damages on the part of the contracting partner are excluded. This does not apply in the event
of wilful intent, gross negligence, violation of significant contractual obligations by us or
the assumption of guarantees.


10. Any possible ineffectiveness of individual contractual agreements does not cancel the effectiveness of the other contractual agreements.


11. If the conditions in terms of Section 38 [Zivilprozessordnung = German Code of Civil Procedure] exist with regard to a place of jurisdiction,
the place of jurisdiction agreed to for all claims by the parties, also for bills of exchange and cheque suits, shall be Ibbenbüren or Münster.


12. The contractual relationship is exclusively subject to the law of the
Federal Republic of Germany.