The following conditions of purchase apply for all orders as well as frame agreements for deliveries and the service of the distributor. At the same time, these conditions apply exclusively. Deviating conditions of sale of the distributor are hereby explicitly contradicted. An acceptance of any other terms of sale also does not happen by silence or goods acceptance.
2.) Quotations and Orders
Orders are usually made in written form and are transmitted via E-Mail. Alternatively, orders are placed using electronic data exchange via online shops.
One-time orders are valid without handwritten signature. Framework contracts as well as orders over the value of 50.000,-€ are only valid by signature of an authorized to sign person. All specifications, norms and conditions listed in the order are binding components of the order.
2.1) Order Confirmations
The supplier is committed to accord a written order confirmation to VisiConsult within 36 hours, preferably via E-Mail to firstname.lastname@example.org. Besides the valid price for VisiConsult this confirmation must contain the scheduled date of delivery as well as the terms of payment and delivery. In case of discrepancies, the contract is considered pending ineffective, and we reserve the right of cancellation even after the receipt of the goods.
2.2) Frame agreements
Frame agreements serve to set specifications, qualities, ordered quantities as well as prices for a defined period of time.
2.2.1) Release orders
Calls are made in written form via E-Mail by reference to the frame order number. Additionally, each call is assigned to a project number, which must be mentioned on all further documents, to make an allocation possible. If previously agreed upon a fixed delivery date, the goods must reach the VisiConsult facility on that date.
2.2.2) Technical changes
We reserve the right for technical changes during the frame time. The distributor is obliged to implement these promptly; already issued recalls remain hereof unaffected.
2.2.3) Price adjustments
So long as technical changes have impacts on the pricing situation of the position, both sides reserve the right to renegotiate the agreed price and to revise the present frame agreement under the acquisition of the remaining open quantity at this time.
2.2.4) Commitment of taking
Beginning with the first delivery, a binding runtime of the frame agreement will be arranged. As long as there is a residual amount to be deducted after the expiration of the runtime, a connecting frame will be issued or the dispatch within twelve months will be scheduled.
3.) Change of the object of delivery
If VisiConsult requires a change of the object of delivery, the supplier immediately has to inform about possible date and price effects and must prove these on request.
4.) Delivery obligation for spare parts
For goods which will be part of our products, the distributor is obligated to deliver spare parts at reasonable market rates for a time of 10 years after termination of production of the affected product.
5.) Force majeure
We are entitled to withdrawal orders, if a production interruption occurs due to inevitable events (force majeure). Apart from that, the payment date will be extended in accordance with the duration of the delay in case of all involuntary impediments of acceptance.
6.) Delivery time
Agreed delivery dates and deadlines are binding. In case of delays, the supplier is in default without notice. The supplier has to inform us immediately about conceivable delays in delivery. Legal rights, especially for the replacement of a damage caused by the delay, as well as delay compensations will be claimed. Additional costs, especially in case of necessary cover purchases, have to be paid by the supplier. A waiver of any claims doesn’t occur by accepting of the delayed delivery.
Individually agreed delivery conditions apply. As long as not agreed differently, deliveries including appropriate packaging and insurance are made at the supplier’s expense. In all written documents related to the order, the supplier must declare the order and project number. Partial deliveries require our approval and are to be marked as such in the shipping documents. Unless otherwise agreed, deliveries to other delivery addresses must be made neutrally without mention of prices or other sensitive data. In addition, the supplier is obligated to send us a dispatch advice as well as a proof of delivery on request.
8.) Information and documents for foreign trade
With dispatch of the goods, the supplier is obligated to provide the following foreign trade data on request:
- Customs tariff number (HS code) for the classifications of goods in the trade statistics
- Country of origin
- Classification and labeling of goods subject to export control
- Certificate of origin or proof of preference
9.) Invoice and payment
Individually agreed conditions of payment apply. We reserve the right to pay invoices with immediate due-date within seven working days from goods receipt. In case of a defective or incomplete delivery, the term of payment begins only after receipt of the proper, complete product. The agreed right to discount deduction remains unaffected by this delay caused by the supplier. Invoices must be send by mail or via E-Mail to email@example.com. In order to enable assignment as well as examination of these, the supplier must state the order number, the buyer, the project number and delivery note number on the invoice. Should we inadvertently make an overpayment or double payment, the supplier is obligated to notify us about this immediately upon notification and to transfer the overpaid amount back to us. A settlement of open invoices requires individual approval. A statute of limitation of this repayment is excluded.
10.) Liability for defects
Goods must be free of material defects or legal deficiencies. As long as no divergent agreements are made in written form, possible claims of defects become time-barred 24 months following receipt of goods. Furthermore, the applicable legal norms apply. If the supplier is unable or not willing to render the supplementary performance after notification of defects, we reserve the right to remedy the defect by ourselves or through a third party. Any cover purchases to avoid harms may be made by VisiConsult and the supplier may be charged for the replacement of the necessary costs and expenses. Further possible claims can be enforced.
11.) Quality assurance, Product safety
Prior to delivery, the supplier has to inform us if any changes to materials, procedures or other measures decisive to the quality of the product have been made. Otherwise the quality claims according to samplings and/or prior deliveries apply. Changes to agreed specifications require our written consent. A full documentation of the product life cycle has to be delivered on request. This documentation must document drawing revisions, supplier changes, parts from suppliers and test methods as well as other, essential product changes.
12.) Product liability, Product recall
In accordance with clause no. 10, the supplier must bear the resulting costs and expenses of VisiConsult for any claims by our customers or third parties insofar as the damage is caused by a defect in the goods. In this case, the supplier must pay all costs and expenses, including possible legal costs. In case of safety related defects, a recall may potentially be necessary. In this case, too, the supplier pays all costs and expenses of the recall. As far as possible, we will carry out the content and scope of such a recall in coordination with the supplier. Furthermore, the legal norms in its valid version applies.