Value Valves GmbH
Im Katzentach 16-18
76275 Ettlingen
Germany
General Terms and Conditions
of
Value Valves GmbH
1. Subject and Scope of the Terms and Conditions
(1) The subject matter of these terms and conditions is the supplies and services of Value Valves GmbH, in particular the supply of industrial valves and accessories, as well as the provision of services in this field.
(2) The following terms and conditions form part of all offers and agreements of Value Valves GmbH, in permanent business relationships, also for all future transactions, namely with dealers, if the contract is part of the operation of their commercial business, and with a legal entity under public law or a special fund under public law.
Other terms and conditions of the customer shall only apply if they have been confirmed in writing by a person entered into the Commercial Register and authorised to represent Value Valves GmbH. This also applies if Value Valves GmbH does not explicitly object to the contrary conditions or if the customer has made reference to different conditions in their order.
2. Conclusion of the Contract
All offers of Value Valves GmbH are non-binding. Contracts only enter into force with the order confirmation or the performance of the order by Value Valves GmbH. Subsidiary agreements or the amendment of these conditions must be in writing.
This also applies to the modification of this requirement for the written form.
3. Scope of Services
(1) The exact scope of services results from the order confirmation of Value Valves GmbH.
(2) All orders, agreements, quality specifications, assurances etc. including those of our representatives require the written confirmation of Value Valves GmbH.
(3) Objections to our order confirmations must be communicated to us immediately in writing.
4. Frustration of Contract
(1) If circumstances have changed significantly since the conclusion of the contract or if they have been influenced by unforeseeable events, such as force majeure, in particular mobilisation, war, riots, boycott or interruptions to business, strikes and lockout, official intervention, difficulties in the energy supply, difficulties in procuring materials, or the production or procurement of the delivery goods, Value Valves GmbH may request an adjustment to the contract or has the option to withdraw from the contract.
(2) If, after the conclusion of the contract, a risk to the remuneration claim of Value Valves GmbH becomes noticeable, Value Valves GmbH may request advance payments or security bonds. After expiry of a reasonable period set for the customer, Value Valves GmbH is entitled to withdraw from the contract or to claim damages instead of performance. In this case, all claims of Value Valves GmbH should be met by the customer immediately in full without prejudice to agreed payment terms.
5. Prices, Payment Terms and Offsetting
(1) The prices stated in the order confirmation only include the services specified in the order confirmation. For an order value of under € 50, the customer is invoiced for a minimum order value of € 50.00 plus VAT.
(2) The prices are based on the wage, material and overhead costs valid at the time of the order confirmation. For deliveries made more than six months after the conclusion of the contract,Value Valves GmbH may, at its reasonable discretion, be entitled to a price adjustment. If the customer objects to the increase in the delivery price, Value Valves GmbH may withdraw from the contract. In the case of taxes or official fees affecting our services which are introduced or raised after the conclusion of the contract, Value Valves GmbH is entitled to charge these to the customer.
(3) The prices are exclusive of the legal value added tax valid at the time of delivery.
(4) Invoices must be paid within 30 days without any deductions, unless otherwise agreed in writing. For custom-made products, one-third of the delivery price is due upon order. No discounts will be granted. If the customer does not pay by the due date, the outstanding amounts shall be subject to interest at a rate of 8 percentage points above the base interest rate from the due date. The right to assert a higher default damage remains unaffected.
(5) Value Valves GmbH is entitled to request an advance payment or security depositif the customer does not comply with the terms of payment, or if Value Valves GmbH becomes aware of circumstances after the conclusion of the contract which are likely to substantially reduce the creditworthiness of the customer, and which put payment of the outstanding claims of Value Valves GmbH at risk under the respective contractual relationship.
(6) The customer may only offset or assert a right of retention on undisputed or legally established claims.
6. Delivery Times and Delay
(1) Delivery times given by Value Valves GmbH are only approximate and are not binding, unless explicitly stated otherwise in the order confirmation. The period begins with the clarification of all technical questions and the receipt from the customer of all documents and information necessary for the production of the item to be delivered, the timely and complete fulfillment of the obligation of the customer to cooperate, as well as the observance of the terms of payment. If these conditions are not met, the deadlines should be extended appropriately, at least by the period of delay.Value Valves GmbH is not liable for impossibility of delivery or for delays in delivery, insofar as these were caused by force majeure or other unforeseeable events (e.g. mobilisation, war, riots, boycott, strikes or lockout) at the time of the conclusion of the contract, and if Value Valves GmbH is not responsible. If the delivery is hereby made considerably more difficult or impossible, and if the obstruction is not only temporary, Value Valves GmbH is entitled to withdraw from the contract.
(2) If the customer sets Values Valves GmbH a reasonable extension period after a delay has occurred with the threat of refusal, after expiry of the deadline, he is entitled to withdraw from the contract or to demand compensation, whereby the liability of Value Valves GmbH for damages is restricted in accordance with § 11 of these General Terms and Conditions.
7. Delivery
(1) The items are shipped on account of and at the risk of the customer, even if the delivery is made with vehicles belonging to Value Valves GmbH. Value Valves GmbH shall select the shipping method. The risk is transferred to the customer at the latest when the item is placed in the possession of the shipper, carrier, or other third party designated to make the delivery to the same.Shipment is only insured against theft, breakage, transport, fire and water damage or other insurable risks by Value Valves GmbH at the explicit request of the customer and at their own cost.
(2) If the customer does not buy the delivery item within 12 working days after they have been notified that the item is ready for delivery, if the customer fails to notify Value Valves GmbH of the delivery address within this period, or if a request for a make-and-hold delivery is not made, Value Valves GmbH is entitled to demand immediate payment for their delivery requirements as well as storage fees of a reasonable amount. Value Valves GmbH is also entitled to withdraw from the contract and make a claim for damages instead of performance.For make-and-hold orders without specification of the delivery date, the delivery item should normally be bought three months after confirmation of the order, unless otherwise agreed in writing.
8. Retention of Ownership
(1) Value Valves GmbH retains ownership of the goods delivered to the customer until full payment has been made of all existing claims arising from the business relationship between Value Valves GmbH and the customer at the time of delivery, or claims arising later; upon payment by cheque or bill of exchange until their redemption. Allowing customers to maintain an open account does not affect the retention of ownership by the company.
(2) The customer is entitled to resell the reserved goods in the ordinary course of business. However, pledging, transfer of ownership or assignment of a security interest is prohibited. The customer is under obligation to secure the rights of Value Valves GmbH as a conditional seller on the resale of reserved goods on credit. Any claims of the customer arising from the resale of reserved goods are assigned by the customer to Value Valves GmbH in advance; Value Valves GmbH accepts this assignment. Regardless of the assignment and the right of collection of Value Valves GmbH, the customer is entitled to collect the items as soon as he fulfils his obligations towards Value Valves GmbH, and if the compensation claim of Value Valves GmbH is not at risk. At the request of Value Valves GmbH, the customer must provide the information necessary for the collection of the assigned claims and notify his debtors of the assignment.
(3) Processing or preparation of the reserved items shall be carried out by the customer for Value Valves GmbH, without Value Valves GmbH being obliged to carry this out.In the case of processing, combining and mixing retained items with other items not belonging to Value Valves GmbH, Value Valves GmbH is entitled to the resulting co-ownership of the new item in proportion of the delivery value of the reserved items to the other processed goods at the time of the items being processed, combined or mixed.If the customer acquires sole ownership of the new item, Value Valves GmbH agrees that the customer entitles Value Valves GmbH to co-ownership of the new item in proportion to the delivery value of the processed, combined or mixed retained items, and stores it free of charge for Value Valves GmbH. If the reserved items are combined with other items, namely irrespective of whether they are resold without, or after, processing, combining, or mixing, the advance assignment is limited to the delivery value of the reserved items.
(4) If the value of the securities exceeds the claims of Value Valves GmbH by more than 20%, Value Valves GmbH will, at their discretion, release collateral at the customer's request.
(5) The customer must immediately inform Value Valves GmbH of any execution measure by third parties on the reserved items or the claims assigned in advance, and must provide the necessary documents for an intervention to Value Valves GmbH.
(6) Otherwise, the customer is obliged to adequately insure the items as the sole or joint property of Value Valves GmbH against all material risks.The insurance cover must be provided to Value Valves GmbH upon request.
(7) In the event of late payment by the customer and in the case of a significant breach of due diligence and duty of care, the assertion of the retention of ownership by Value Valves GmbH shall not be deemed withdrawal from the contract, unless Value Valves GmbH explicitly declares their withdrawal.
9. Inspection and Notification of Defects
(1) The customer must inspect the delivered items including any documentation immediately after delivery, especially with regard to completeness and functionality. The items shall be deemed to have been approved if Value Valves GmbH does not receive a written notice of defects in the case of obvious defects or other defects which become apparent in an immediate, careful examination within 30 working days of delivery of the items, or within 30 working days after the discovery of the defect or any earlier date in which the defect would become apparent in normal use of the items without further investigation.
(2) In the event of a breach of duty to inspect and to give notice of defects, warranty claims due to the defect in question are excluded.
10. Defects
(1) The exclusion of customary deviations requires an explicit written agreement. The same applies to any guarantees. Minor, non-substantial deviations of the delivered items in comparison to samples, catalogues, brochures and price lists, etc. or previously delivered items shall not be considered as defects. The customer has to check for himself whether the ordered items are suitable for his intended use. Non-suitable goods are only defective if Value Valves GmbH has confirmed their suitability to the customer in writing. The wear of wear parts in the context of normal use is not a defect.
(2) If assembly, installation, sales or maintenance instructions are not followed, changes are made to the items supplied, parts replaced, or materials, cleaning or care products are used which do not meet the manufacturer's specifications, claims for defects only exist if the customer provides proof that the defect was not caused by these actions, but already existed at the time of the transfer of risk.
11. Limitations of Liability and Indemnity
(1) The liability of Value Valves GmbH for damages, regardless of their legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties in the case of contractual negotiations and tort, insofar as it is a question of blame in each case, shall be restricted in accordance with this paragraph.
(2) Value Valves GmbH is not liable in the case of simple negligence of their legal representatives, employees or other vicarious agents insofar as it is not a breach of essential contractual obligations. Essential to the contract are the obligation to provide timely delivery of items free of significant defects, as well as advisory, protective and custody obligations, which should enable the contractual use of the items for the customer, or the protection of life or limb of the customer's personnel or protect their property from significant damage.
(3) To the extent that Value Valves GmbH is liable for damages pursuant to § 11 para. 2, this liability is limited to damages that were foreseen when concluding the contract as a possible consequence of a breach of contract by Value Valves GmbH or the due diligence they should have foreseen when applying. Indirect damages and consequential damages which are the result of defects of the items are only eligible for compensation insofar as such damages are typically to be expected under normal use of the items.
(4) In the case of liability for simple negligence, Value Valves GmbH is liable for damages for property damage and resulting financial losses to an amount equal to the current coverage of the product liability insurance or liability insurance, even if it is a violation of essential contractual obligations.
(5) The above exclusions and limitations shall apply to the same extent in favour of the legal representatives, employees and other agents of Value Valves GmbH.
(6) The limitations of this paragraph shall not apply to the liability of Value Valves GmbH for intentional conduct, for guaranteed characteristics, for injury to life, limb or health or in accordance with the Product Liability Act.
12. Limitation Period
The limitation period for claims directed against Value Valves GmbH, in particular warranty claims that are not attributable to the conduct of Value Valves GmbH based on wrongful intent is one year from delivery or, if approval is required, from approval.
13. Final Provisions
(1) Value Valves GmbH may use the services of third parties to fulfil all obligations.
(2) German law applies exclusively, excluding the UN Sales Convention (CISG).
(3) Jurisdiction in relation to merchants, legal entities under public law or special funds under public law for all disputes arising from the business relationship between Value Valves GmbH and the customer is, at the option of Value Valves GmbH, the registered office of Value Valves GmbH or business premises of the customer. Mandatory statutory provisions on exclusive jurisdictions shall remain unaffected by this provision.The place of performance for all obligations arising from the contractual relationship is the business premises of Value Valves GmbH, unless otherwise specified.
Ettlingen, January 2017