General Terms and Conditions applicable with effect from 1 April 2011 (hereby superseding all previous versions).
The General Terms and Conditions can be downloaded in PDF format here:
General Terms and Conditions - PDF download
1.1 The following terms and conditions of sale apply for all contracts concluded in respect of deliveries/services. Theses terms and conditions are duly accepted by the customer upon placement of order; however, by no later than acceptance of the first delivery and for the duration of the terms and conditions.
1.2 Assurances, ancillary agreements, contract amendments desired by the customer as well as any customer conditions of purchase in variation to these General Terms and Conditions shall apply solely where expressly confirmed in writing by Volz Gruppe GmbH.
2 Offer, contract conclusion and content
2.1 Offers are subject to amendment in all cases. The contract will only first be deemed concluded upon written acknowledgement as regards the content of such on the part of Volz Gruppe GmbH or upon delivery. In the event of immediate delivery in the absence of an order acknowledgement, the invoice shall concurrently apply as the order acknowledgement.
2.2 Volz Gruppe GmbH reserves the right to modify construction of the contract object without prior notice during the delivery period, provided the functionality of the contract object is modified solely within prescribed tolerances and the changes in question do not unreasonably alter the appearance for the customer. Standard DIN tolerances apply in respect of all quality characteristics. Where the customer is a merchant, variations in the order quantity of up to 5% are permissible.
2.3 Part-deliveries are permissible.
3 Price and terms of payment
3.1 In the absence of alternative agreement, prices are calculated in EURO. Prices are ex works, including loading and packaging. All prices are subject to the respectively applicable statutory value added tax. Volz Gruppe GmbH will charge the prices agreed upon contract conclusion, which are based on cost factors applicable at the time in question. In the event of changes to these cost factors (specifically regarding materials, wages, freight, duties etc.) between contract conclusion and the agreed delivery date, Volz Gruppe GmbH is entitled to amend the respective prices accordingly. Where the customer is not a merchant or where the contract is not associated with the operation of a commercial trade, this shall apply solely if a period in excess of 4 months has passed between contract conclusion and the agreed delivery date.
3.2 The terms of payment specified by Volz Gruppe GmbH apply for all payments. In the absence of alternative agreement, all payments are to be made without deduction to the payment office within 30 days of the invoice date at the latest. Bills of exchange and cheques are only first accepted as payment upon encashment. Bill of exchange payments require the prior written approval of Volz Gruppe GmbH. Discount costs and other exchange charges are borne by the customer and are to be paid by such immediately.
3.3 Offsetting of customer counterclaims duly contested by Volz Gruppe GmbH or which may be subject to judicial appeal is not permitted. The customer may exercise a right of retention solely in respect of counterclaims pertaining to the same contract.
4 Default in payment, deterioration of assets, deferral of payment
4.1 In the event of late or deferral of payment, the customer will be charged interest at a rate of 4% p.a. above the official discount rate of the German Bundesbank. Should Volz Gruppe GmbH furnish evidence of higher interest charges or the customer provide evidence of lower interests charges, the respective interest is to be increased or reduced accordingly.
4.2 Should the customer default in payment or where specific indications of the customer's imminent inability to pay are apparent, Volz Gruppe GmbH may suspend work on current orders and require appropriate security for performance of the contract. Should the customer fail to furnish such security in the short-term, Volz Gruppe GmbH shall be entitled to withdraw from the contract (or contracts) and may charge any costs incurred to that point and commensurate loss of profit to the customer.
5 Delivery date, default in delivery, impossibility
5.1 The agreed delivery period commences upon conclusion of the contract; however, not before presentation of all documentation, approvals and authorisations to be furnished by the customer, and not before the receipt of any agreed prepayment. In all cases, compliance with the delivery date on the part of Volz Gruppe GmbH is subject to the customer's fulfilment of its contractual obligations.
5.2 Compliance with the delivery date will be deemed effective where the contract object has left the Volz Gruppe GmbH plant by expiry of the respective date or commensurate readiness for consignment has been notified in writing. Subsequent requests for modification or supplement by the customer will reasonably extend the delivery date accordingly. The same shall apply in the instance of unforeseeable events occurring beyond the control of Volz Gruppe GmbH, such as force majeure, industrial disputes, strike, lockout, delay in the supply of essential raw materials, other materials or parts. The same shall also apply should the stated circumstances occur at sub-suppliers of Volz Gruppe GmbH. Volz Gruppe GmbH will not be held responsible for the aforestated circumstances if they occur during a pre-existing delay.
5.3 In the event of default in delivery for which Volz Gruppe GmbH is responsible, the customer can grant Volz Gruppe GmbH an appropriate written period of grace, noting that the customer may refuse to accept the contract object following expiry of the stated period. Following expiry of the period in question without success, the customer will be entitled to withdraw from the contract by means of written statement and, in the event of wrongful intention or gross negligence, require compensation for non-performance. Any further claims for compensation (e.g. as per Section 286 and Section 326 of the German Civil Code (BGB)) are precluded. The same shall also apply in the event of defective performance due to impossibility of delivery/service occasioned by Volz Gruppe GmbH.
5.4 Where the customer is not a merchant and defective performance results from ordinary negligence on the part of Volz Gruppe GmbH, for each full week of default in delivery the customer shall be entitled to compensation up to a maximum of 0.5% of the value of the delivery/service in respect of which Volz Gruppe GmbH is in default and which, as a result of the respective default, cannot be used by the time envisaged or in accordance with the contract.
6 Delivery, shipping, passing of risk, insurance and acceptance, packaging
6.1 Volz Gruppe GmbH will deliver ex works, carriage forward and uninsured.
6.2 The risk of accidental loss and damage shall pass to the customer at the latest upon shipment of the contract object, including where part deliveries are effected and where Volz Gruppe GmbH has undertaken provision of other services (e.g. shipment costs or transportation and installation). At the request of the customer, the shipment may be sent by Volz Gruppe GmbH with transport insured at the customer's cost. Subject to any other written agreement, the customer remains at liberty to conclude transportation or other insurance at its own cost.
6.3 In the event that shipment is delayed for reasons occasioned by the customer, risk shall pass to the customer from the date of shipment readiness.
6.4 Delivered contract objects are also to be accepted by the customer in the event of immaterial defects. Customer claims for compensation pursuant to Section 5 of these General Terms and Conditions remain without prejudice.
6.5 Packaging will be correctly and carefully carried out by Volz Gruppe GmbH. Special requests for packaging will be charged separately.
7 Default in acceptance, call-off orders
7.1 Should the customer fail to accept the contract object or fail to do so within the specified period, Volz Gruppe GmbH may afford the customer an appropriate subsequent period for acceptance, otherwise dispose of the contract object following the expiry of such and re-deliver the goods to the customer following an appropriate extended period, or may invoice the customer immediately for the contract object and store such at the customer's cost and risk; in each case and beginning one month from notification of readiness for shipment, the customer will be charged the respective storage costs resulting from storage at the Volz Gruppe GmbH plant, however not less than 1% of the invoice amount, for each month incurred.
7.2 The right of Volz Gruppe GmbH afforded in accordance with the provisions of Section 326 of the German Civil Code (BGB) to withdraw from the contract or require compensation for non-performance remains without prejudice herefrom. Should Volz Gruppe GmbH claim compensation for non-performance, 25% of the invoice amount may be claimed as compensation without substantiation, insofar as the customer does not furnish evidence of a lower level of damage actually incurred. The right to claim demonstrably higher compensation remains without prejudice.
7.3 In the absence of alternative agreement, orders acknowledged by Volz Gruppe GmbH for call off must be accepted within one year from the order date at the latest. The same applies with respect to rescheduling of delivery dates or retrospective call-off provision. Where call off is not effected within the specified period, the provisions stated under 7.1 above will apply accordingly.
8 Retention of title, assignment of claims
8.1 The delivered contract object remains the property of Volz Gruppe GmbH until all claims resulting from the business transaction have been paid in full, specifically including the redemption of any cheques or bills of exchange presented as payment. This also applies in the event of any processing of the contract object carried out on behalf of Volz Gruppe GmbH as the manufacturer in all cases (Section 950 German Civil Code (BGB)). Wheresoever the contract object is processed, combined or mixed with other goods, the commensurate right of co-ownership shall be assigned on the basis of the invoice value of the contract object in proportion to the value of the other goods in question at the time of the processing, combination or mixing.
8.2 The customer may sell the reserved goods (goods subject to a retention of title) solely within the scope of the ordinary course of business and only insofar as it is not in default in payment. The customer is not entitled to effect any further disposal of the reserved goods (e.g. pledging or use of the goods as security). Customer claims to payment of the purchase price or compensation for work arising from resale of the reserved goods are duly assigned to Volz Gruppe GmbH at the time of contract conclusion to the value of the Volz Gruppe GmbH invoice amount until settlement in full of all receivables owed to Volz Gruppe GmbH, including bills of exchange, has been effected. Until further notice the customer is authorised to collect these receivables.
8.3 At the request of the customer, Volz Gruppe GmbH shall be obliged to release securities of its own choosing duly held by Volz Gruppe GmbH, insofar as the securities in question exceed the value of the secured outstanding receivables by more than 20%.
8.4 In the event of default in payment, impending insolvency, unsatisfactory information regarding the customer's creditworthiness or in the case of enforcement proceedings or bill of exchange disputes asserted against the customer, Volz Gruppe GmbH is entitled to recover the reserved goods. The customer is duly obliged to surrender such. All costs pertaining to recovery and utilisation of the reserved goods shall be borne by the customer. In the absence of substantiation, utilisation costs shall amount to 10% of the realisation proceeds including value added tax; should Volz Gruppe GmbH furnish evidence of higher costs or the customer furnish evidence of lower costs, the commensurate costs are to be increased or reduced accordingly. The respective proceeds will be credited to the customer by Volz Gruppe GmbH following deduction of costs and any other claims resulting from the contract. Assertion of the retention of title or any levy of execution pertaining to the delivery objects by Volz Gruppe GmbH shall not amount to withdrawal from the contract provided the German Consumer Credit Act (Verbraucherkreditgesetz) is without application.
8.5 The customer is to promptly notify Volz Gruppe GmbH of any third-party levy of execution or other impairment of the reserved goods. All costs incurred by Volz Gruppe GmbH in any such case shall be borne by the customer.
8.6 The customer is obliged to insure the reserved goods against all normal risks and handle the goods with due care and attention. Any claims by the customer against the insurance company in the event of loss are duly assigned to Volz Gruppe GmbH upon contract conclusion to the value of the reserved goods.
8.7 Finance agreements (e.g. leasing) effecting the transfer of ownership of the reserved goods are subject to the prior written agreement of Volz Gruppe GmbH, insofar as the finance institute in question is not contractually obliged to pay the outstanding share of the purchase price owed to Volz Gruppe GmbH directly to the latter.
9 Warranty, liability, secondary obligations, limitation period
9.1 Notification of visible defects is to be provided in writing to Volz Gruppe GmbH without delay, with hidden defects to be commensurately notified immediately following the discovery of such. Customers that are not merchants are solely obliged to promptly notify obvious defects.
9.2 In the case of legitimate notice of defects, payments may be withheld by the customer solely to an extent in reasonable proportion to the defects in question.
9.3 Volz Gruppe GmbH accepts responsibility for promptly notified defects and for the absence of warranted qualities as follows: without charge and as it so chooses Volz Gruppe GmbH will remedy or alternatively replace parts that are manifestly unusable or which are considerably impaired in terms of serviceability as a result of circumstances occurring prior to the passage of risk, specifically as a result of faulty construction, defective materials or performance. Multiple attempts for remedy of faults or replacement supply are permissible. Parts replaced shall become the property of Volz Gruppe GmbH. The customer is obliged to afford Volz Gruppe GmbH the necessary period of time and opportunity to carry out any rectification of faults or replacement deliveries deemed appropriate by Volz Gruppe GmbH; should the customer fail to do so Volz Gruppe GmbH will be released from responsibility for the defect in question. No responsibility is accepted for damage resulting from inappropriate or incorrect use, incorrect assembly or commissioning by the customer or third parties, natural wear and tear, defective or careless handling or maintenance, unsuitable operating equipment or substitute materials, defective installation work or chemical, electrochemical or electrical influences. The warranty obligation shall also be without application wheresoever, without the approval of Volz Gruppe GmbH, the customer or third parties effect repairs, damage or modifications having a causal connection with the asserted defects.
9.4 Wheresoever subsequent remedy or replacement deliveries are impossible, definitively fail or are subject to unreasonable delay, the customer may request rescission of the contract or a reduction of the purchase price. All other contractual or non-contractual claims on the part of the customer against Volz Gruppe GmbH and its vicarious agents are precluded; specifically, any claims for compensation for direct or consequential damage, loss of profit or warranty performance, save for where Volz Gruppe GmbH has acted with wrongful intention or gross negligence or is liable on the basis of statutory law.
9.5 Technical application advice provided by Volz Gruppe GmbH verbally or in writing as well as suggestions, calculations and project deliveries etc. are solely provided for clarification of the best-possible use of Volz Gruppe GmbH products by the customer; they do not release the customer from its obligation to ascertain the suitability of Volz Gruppe GmbH products for the intended purpose and use through independent analysis by the customer. Where owing to culpable infringement of the secondary obligations incumbent upon Volz Gruppe GmbH, including prior to contract conclusion, (e.g. as a result of omission or incorrect advice or instruction), the contract object cannot be used in accordance with the contract, the provisions stipulated under 9.1 - 9.4 of these General Terms and Conditions will commensurately apply for liability on the part of Volz Gruppe GmbH to the exclusion of any further claims.
9.6 The statutory limitation provisions pertaining to warranty claims also apply in respect of all other claims by the customer, including contractual and non-contractual claims for compensation.
9.7 Should the exclusion of liability regulated under this Section 9 be or become inoperative in the case of ordinary negligence, the limitation of liability on the part of Volz Gruppe GmbH pertaining to assignment of claims under product liability insurance concluded by Volz Gruppe GmbH will alternatively apply.
10 Proprietary rights, tools
10.1 Proposals and offers presented by Volz Gruppe GmbH are and remain intellectual property and may be disclosed to third parties solely with prior written agreement.
10.2 Production items manufactured by Volz Gruppe GmbH for production of the contract objects on behalf of the customer, specifically tools, fixtures etc., remain the property of Volz Gruppe GmbH, including where the customer is billed separately or contributes to the respective cost. The customer is also not entitled to recovery of such in the event of termination of business relations.
10.3 The customer is solely responsible for any infringement of third-party rights, and in particular proprietary rights, resulting from performance of the customer's order.
11 Legal validity, place of performance, applicable law, legal venue
11.1 The inoperativeness of individual provisions shall be without prejudice to the legal validity of these General Terms and Conditions as a whole. In place of any inoperative provisions, the respective statutorily admissible provisions shall apply.
11.2 Place of performance for both contracting parties is that of Volz Gruppe GmbH in Deilingen, Germany.
11.3 German law applies. The United Nations Convention on Contracts for the International Sale of Goods is precluded.
11.4 Insofar as the customer is a registered merchant, legal entity under public law or holder of special assets under public law, legal venue is Tuttlingen or Stuttgart as selected by Volz Gruppe GmbH. The same legal venue shall apply where the customer has no general legal venue in Germany or, following contract conclusion, its domicile or its usual place of residence is unknown at the time the action is brought. With regard to deliveries abroad, as it so chooses Volz Gruppe GmbH may also instigate legal action in the capital city of the country in which the customer is domiciled or has its usual place of residence.