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General Sales and Delivery Terms of Vertilas GmbH

1. General, Scope of Application
1.1. The following General Business Terms and Conditions of Vertilas GmbH will apply exclusively, any deviating terms by the customer will not be recognized unless Vertilas GmbH provides its consent in writing. The General Business Terms and Conditions of Vertilas GmbH will also apply, if Vertilas GmbH provides the product or services unconditionally despite the knowledge of the customer's terms which deviate from or are contrary to the General Business Terms and Conditions. The General Business Terms and Conditions of Vertilas GmbH will also apply to future contracts with the customer.
1.2. All agreements regarding the delivery of products and services between Vertilas GmbH and the customer are to be recorded in the present agreement and any possible supplementary agreements in writing.

2. Offer and Conclusion of Transactions, Reservation of Right of Modification
2.1. If an order can be classified as an offer according to § 145 BGB (German Civil Code), Vertilas GmbH can accept this offer within four weeks after receipt. Offers by Vertilas GmbH will not be binding.
2.2. VERTILAS GmbH shall reserve the right to make modifications to the design, form or execution, provided the quality and merchantability of the subject of the agreement are not thereby compromised or that the variation is unreasonable for any other reason.

3. Supply and Performance Period,Delayed Delivery
3.1. Delivery deadlines will have been met if the contractual good has left the factory or if readiness for dispatch has been communicated.
3.2. Events of force majeure will entitle Vertilas GmbH to postpone the delivery of the product or the rendering of the service for the duration of the obstruction. Events of force majeure are events which completely prevent or unreasonably impede the provision of a product or service and which are not attributable to Vertilas GmbH, e.g. legal strikes or legal lockouts, war, import and export bans, energy and raw material shortages, official measures/facts, delayed supply of products to Vertilas GmbH itself, for which it is not responsible. If the impairment lasts longer than two months, the customer will have the right to rescind the contract after the stipulation of a grace period if he can prove that a complete or part performance of the contract is no longer of relevance to him because of the delay.
3.3. Vertilas GmbH is liable in accordance with the legal regulations for a delay in delivery in so far as the delay is based on a breach of contract caused by Vertilas GmbH in an intentional or grossly negligent manner; a fault of the representatives and vicarious agents of Vertilas GmbH shall be attributed to this. In so far as the delay in delivery is not based on a breach of contract caused intentionally by Vertilas GmbH, the liability for compensation is limited to the foreseeable and typically occurring damage. Furthermore, Vertilas GmbH is liable in accordance with the legal regulations in so far as the delay caused by Vertilas GmbH is based on a culpable breach of a fundamental contractual obligation; in this case, however, the liability for compensation is limited to the foreseeable and typically occurring damage.
3.4. If the acceptance by the customer is delayed or if he violates any other of his cooperative duties, Vertilas GmbH can claim compensation for the damage incurred, including for any additional expenses. The risk of an accidental destruction or deterioration of the contractual goods will pass to the customer on the date on which the customer delays the acceptance of the goods.

4. Prices, Terms of Payment, Delay, Setoff, Right of Retention
4.1. All prices charged by Vertilas GmbH will be ex works without set up and installation plus the respective statutory turnover tax (German Vat). Costs for packing and costs for taking back of packing material will be charged separately. If the customer asks for delivering, the same applies for the delivering costs.
4.2. Compensation is due four (4) weeks upon receipt of the invoice without any reduction. Relevant for the payment on time is the credit entry of the Vertilas GmbH account, which is stated on the invoice. If the customer does not meet the invoice within the above mentioned time period, he comes in default without reminder. If Vertilas GmbH is capable of proving a higher damage caused by the delay it will have the right to assert the claims to this greater damage.
4.3. The customer will only be entitled to a setoff, if his counterclaim is res judiciata, uncontested or recognised by Vertilas GmbH.
4.4. The customer will only be entitled to retention, if his counterclaim is res judiciata, uncontested or recognised by Vertilas GmbH.

5. Passing of risk, Transport insurance
5.1. Deliveries by Vertilas GmbH will be ex works. The risk will pass to the customer when the contractual good is handed over to the party carrying out the transport; this will also apply in the case of transport by Vertilas GmbH.
5.2. If the products are dispatched, Vertilas GmbH will conclude a transport insurance contract for the benefit of the customer at the latter´s request and expense. Any damage incurred during transport must be reported immediately in writing to Vertilas GmbH and to the forwarding agent transporting the goods.

6. Guarantee of Retention of Title
6.1. Vertilas GmbH will retain title to the contractual goods until all payments under the delivery agreement have been received. In the case of violation of the agreement by the customer, in particular in case of delayed payment, Vertilas GmbH will have the right to repossess the contractual good. The repossession of the contractual good by Vertilas GmbH will not constitute a rescission of the agreement, unless Vertilas GmbH has declared so in writing. After return of the contractual object, Vertilas GmbH is authorised to utilise it, and the proceeds from utilisation shall be credited against the liabilities of the customer minus appropriate utilisation costs.
6.2. The customer must handle the subject of the contract with due care; in particular, he must adequately insure them at his own expense against damage by fire, water or theft at their replacement value. If maintenance and inspection work is necessary, it must be carried out at the customer's own expense.
6.3. In the case of pledgings or similar acts by third parties, the customer must inform Vertilas GmbH immediately in writing so that Vertilas GmbH can bring a legal action as provided for in § 771 ZPO. If the third party is not able to reimburse Vertilas GmbH for court and extrajudicial costs of the legal action as provided for in § 771 ZPO, the customer will be liable for the loss incurred by Vertilas GmbH.
6.4. The customer is entitled to resell the object of purchase in an orderly business transaction; however, the customer already assigns at this point all receivables amounting to the final sum of the invoice (including VAT) of the receivable of Vertilas GmbH that he gains from the resale to his customer or third parties. This is the case irrespective of whether the contractual object was resold without or after processing. The customer remains authorised to collect this receivable even after assignment of the receivable. The authorisation of Vertilas GmbH to collect this receivable itself, remains unaffected by this. However, Vertilas GmbH undertakes not to collect
this receivable as long as the customer meets payment obligations from the revenues collected, does not have any payment arrears and in particular has not applied for composition or bankruptcy proceedings or if payment has been stopped. However, if this is the case, Vertilas GmbH can request that the customer of Vertilas GmbH reveals the assigned receivables and their debtors, provides all information required for collection, hands over the corresponding documents and informs the debtors (third parties) of the assignment.
6.5. The processing or alteration of the contractual object by the customer will be done for Vertilas GmbH at all times. If the contractual object is processed with other objects that do not belong to Vertilas GmbH, Vertilas GmbH acquires the coownership of the new object in the ratio of the value of the contractual object (final invoice amount, including VAT) to the other processed objects at the time of processing. For the rest, the same applies to the object created by the processing as for the contractual object supplied under reservation.
6.6. If the contractual object is inseparably mixed with other objects that do not belong to Vertilas GmbH, Vertilas GmbH acquires the coownership of the new object in the ratio of the value of the contractual object (final invoice amount, including VAT) to the other mixed objects at the time of mixing. If the mixing is done in such a way that the object of the customer may be viewed as the main object, it is agreed that the customer will transfer a prorata coownership to Vertilas GmbH. The customer is the custodian of the sole or coownership created in this way for Vertilas GmbH.
6.7. The customer also assigns to Vertilas GmbH the receivables for securing the receivables against the customer attributed to Vertilas GmbH that the customer acquires through the combination of the contractual object with a plot of land visàvis a third party.
6.8. Vertilas GmbH undertakes to release the securities attributed to Vertilas GmbH at the request of the customer in so far as the realisable value of the securities of Vertilas GmbH exceeds the receivables to be secured by more than 10%; the selection of the securities to be released is the responsibility of Vertilas GmbH.

7. Liability for defects
7.1. The prerequisite for the customer's guarantee rights is that the latter has properly complied with his inspection and complaint duties according to §§ 377 HGB (German Commercial Code).
7.2. In so far as there is a defect in the object of purchase, the customer at the discretion of Vertilas GmbH has a claim to postfulfilment in the form of correction of the defect or to the delivery of a new object that is free of defects. In this case Vertilas GmbH has the choice to fulfil its obligation by eliminating the defect or replacing the product. In the case of an entrepreneur recourse according to § 478 BGB contrary to sentence 1, the customer is entitled to choose. In the event of defect correction, Vertilas GmbH undertakes to bear all the necessary expenses, in particular, transport costs, costs of passage, work and material costs, for the purpose of correcting the defect; in so far as these are not increased by the fact that the contractual object has been brought to another location as the place of performance.
7.3. If the postfulfilment fails, the customer is entitled at its own discretion to demand a withdrawal or price reduction.
7.4. Vertilas GmbH is liable in accordance with the legal regulations, in so far as the customer asserts claims for compensation that are based on intention or gross negligence, including the intention or gross negligence of the representatives or vicarious agents of Vertilas GmbH. In so far as Vertilas GmbH is not guilty of any intentional breach of contract, the liability for compensation is limited to the foreseeable and typically occurring damage.
7.5. Vertilas GmbH is liable in accordance with the legal regulations in so far as Vertilas GmbH commits a culpable breach of a fundamental contractual obligation; in this case, however, the liability for compensation is limited to the foreseeable and typically occurring damage. In addition the liability for compensation is limited to the quintuble contract price (without VAT).
7.6. The liability for culpable injury of life, body or health remains unaffected by this; this also applies to mandatory liability in accordance with the product liability act.
7.7. Unless otherwise stipulated above, liability is excluded.
7.8. The limitation period for defect claims is 12 months, calculated from transfer of risk. In the event of a delivery recourse in accordance with §§ 478, 479 BGB (German Civil Code), the legal period of limitation applies.

8. Overall liability
8.1. A liability for compensation that exceeds that provided for in § 7 is excluded, without consideration of the legal nature of the claim made. This applies in particular to compensation claims resulting from defaults on the conclusion of the contract, due to other breaches of obligations or due to tortious claims for compensation of material loss in accordance with § 823 BGB (German Civil Code).
8.2. In so far as the liability for compensation of Vertilas GmbH is excluded or limited, this also applies with regard to the personal liability for compensation of our staff, workers, employees, representatives and vicarious agents.

9. Seller liability according to the electrics law
All claims of the customer to compensation of wasted expenditure according to § 284 BGB are excluded. This does not apply in the case of an entrepreneur recourse according to § 478 BGB.

10. Rescission of the contract
Except for intention or gross negligence on the part of Vertilas GmbH, its organs as well as the workers, staff and employees of Vertilas GmbH, Vertilas GmbH assumes no liability if products acquired from third parties contain substances in concentrations or applications whose bringing into circulation after 01.07.2006 is forbidden in accordance with the law on the bringing into circulation, the return and environmentallyfriendly disposal of electric and electronic appliances ("ElektroG") in its currently valid version. The aforementioned regulation also applies if the products acquired were processed or refined or altered by Vertilas GmbH before they were sold to the customer. In so far as a claim of Vertilas GmbH is eliminated by the aforementioned regulation, Vertilas GmbH herewith cedes any claims of Vertilas GmbH visàvis the third party to the customer.

11. Directions for use
Customer is prohibited to use the subject of the agreement for medical electronic equipment or military systems/arms. In cases of violation the liability of Vertilas GmbH is excluded.

12. Miscellaneous
12.1. In so far as the customer is a merchant, the registered office of Vertilas GmbH is the place of jurisdiction; however, Vertilas GmbH is entitled to sue the customer at the latter's place of jurisdiction.
12.2. In so far as the order confirmation does not indicate otherwise, the registered office of Vertilas GmbH is the place of performance.
12.3. The law of the Federal Republic of Germany applies. The application of the UN Convention on the International Sale of Goods (CISG) is excluded.
12.4. The customer himself ensures that the relevant foreign trade regulations are adhered to.
12.5. This English language version of the General Terms and Conditions of Vertilas GmbH is a translation of the original German Language version of the General Terms and Conditions of Vertilas GmbH. If there are any contradictions or inconsistencies between the original German Language version of the General Terms and Conditions of Vertilas GmbH and any version or translation of the General Terms and Conditions of Vertilas GmbH in any other language the German Language version of the General Terms and Conditions of Vertilas GmbH shall prevail

Status 07/2006