1. General terms
1.1. These Terms and Conditions shall apply exclusively to all orders placed by the company VOLUME Lagersysteme GmbH – hereinafter referred to as the VOLUME Company – unless expressly agreed otherwise. It is expressly objected hereby to terms of the contractor contained in its GTC or order confirmation. An unconditional acceptance of order confirmations or deliveries does not mean an acceptance of such terms.
1.2. On the first delivery subject to these Terms of Purchasing, the supplier will recognise the exclusive applicability of these Terms of Purchasing also to all further orders.
1.3. Orders and contracts for work and services shall be binding if they have been issued or confirmed in writing. The offer can be accepted only within a period of 14 days unless agreed otherwise.
1.4. All contracts shall be subject to the possibility of termination by the VOLUME Company with immediate effect toward the end of a month and without observation of any notice period. In the case of invalidity of the foregoing terms, the legal regulations shall apply.
2. Delivery and shipment
2.1. The delivery shall be made on the agreed dates and in accordance with the order or the subsequent instruction by the VOLUME Company. The contractor shall inform immediately of any changes of the dates.
2.2. The contractor shall observe the VOLUME Company’s and the freight forwarder’s or carrier’s terms of shipment. The order and product numbers of the VOLUME Company shall be indicated in all shipment documents, correspondence and invoices.
2.3. Partial deliveries shall be impermissible, if VOLUME has not agreed to them in writing or expressly requested them.
2.4. Costs of transport including packaging, insurance and all other incidental charges shall be borne by the contractor, unless expressly agreed otherwise.
2.5. Insofar as the supplier uses workers for the execution of the contract, who do not come from the EU Member States, it shall present the corresponding proof of legal employment prior to the start of the work performance and without request.
3. Delivery deadlines, delivery dates
3.1. The delivery deadlines or dates specified in the orders are binding and understood as the time of the arrival at the place of fulfilment.
3.2. If the supplier is delayed, VOLUME shall have a right to demand a contract penalty of 0.15% of the order value per workday, whereas at most 5% of the total order value.
3.3. The VOLUME Company has a right to refuse the acceptance of goods that are not delivered on the delivery date that is specified in the order and to return or store them with third parties at the supplier’s cost and risk.
4. Quality and acceptance
4.1. The contractor assures that the products conform to the issued requirement specifications, relevant standards and the state of technology.
4.2. The VOLUME Company reserves the right to inspect the goods directly upon receipt for obvious and visible defects and to accept them only thereupon. In the case of defects, the costs for the inspection and replacement delivery can be charged to the contractor. For any kind of defects, the period to notify of objections shall be 15 working days respectively from the discovery of the defect. The contractor shall waive the defence of belated notification regarding hidden defects during the warranty period.
4.3. In case of a defect, VOLUME shall be entitled without reduction to the statutory warranty claims. In particular, VOLUME has the right at its choice to demand either reworking or a replacement delivery from the supplier. VOLUME can implement reworking itself or have third parties implement the reworking at the supplier’s cost if a grace period set to the supplier for subsequent fulfilment has expired unsuccessfully or if setting a grace period can be omitted.
4.4. The supplier shall indemnify VOLUME from damage compensation and warranty claims of its customers if these claims are based on defects of the product/service or culpable breaches of contract by the supplier or its vicarious agents; this shall apply in particular also to consequential damages and financial damages.
4.5. Regarding dimensions, weights and piece numbers, the values determined in the course of the incoming goods inspection shall be binding.
4.6. In the event of an agreed contract penalty for delivery delay, the claim to the contract penalty shall remain valid also if it is not explicitly asserted on acceptance of the delivery. Further claims shall likewise continue to apply without special reservation on acceptance.
5. Prices and terms of payment
5.1. Agreed prices are maximum prices; price reductions in the period from the order and until payment of the invoice shall go to the benefit of the VOLUME Company.
5.2. Invoices shall be issued directly upon shipment of the goods with indication of the order and product number. The value added tax shall be shown separately.
5.3. Payment shall be made subject to correct delivery and correctness in terms of price and calculation. In case a defect subject to warranty is found, the VOLUME Company shall be entitled to withhold payment until fulfilment of the warranty obligation.
5.4. Invoices shall be payable less 3% discount within 14 days and in the net cash amount within 30 days from invoicing.
6. Offsetting and assignment
6.1. The contractor has a right to offset only against uncontested claims or claims found valid by final and absolute judgement.
6.2. The assignment of claims against the VOLUME Company shall be effective only with its written agreement.
7.1. The contractor’s warranty obligation shall be determined according to the legal regulations, unless defined otherwise hereinbelow. The contractor shall indemnify the VOLUME Company on first request from all claims brought by third parties for defects, infringement on proprietary rights of third parties or product damages of its delivery that are the result of its contributory fault. The contractor assures that it holds appropriate product liability insurance.
7.2. The warranty period is at least 12 months from delivery to the place of fulfilment. The statutory warranty period shall apply if it is longer.
7.3. In case of a defective delivery, the contractor shall either provide free replacement, grant a price rebate in accordance with the legal regulations on price reduction or rectify the defect free of charge at the VOLUME Company’s choice. In urgent cases, the VOLUME Company – after consultation with the contractor – shall have the right at the contractor’s cost to rectify the defects itself or through third parties or obtain a replacement elsewhere. The same shall apply if the contractor is in delay with the fulfilment of its warranty obligation. If an exceedance of the maximum permissible defective parts portion is determined according to the statistical test procedure specified in the order, the VOLUME Company shall be entitled to assert claims of defects with regard to the complete delivery or to inspect the entire delivery at the contractor’s cost upon prior consultation with the contractor.
7.4. The contractor shall be liable to the same extent for replacement deliveries and reworking efforts as for the original object of delivery, thus without limitation also for transport, travel and labour costs. The warranty period for replacement deliveries shall begin at the earliest on the day of the arrival of the replacement delivery.
7.5. The contractor is obligated to refund appropriate costs for a recall campaign based on the product liability law. The VOLUME Company shall notify the contractor for the provision of statements as soon as possible in advance.
8. Information and data
Drawings, drafts, samples, production specifications, company-internal data, tools, equipment, etc. we have provided to the contractor for the submission of a tender or execution of a work order shall remain our property. They may not be used for any other purposes, be reproduced or made accessible to third parties and they shall be retained with the care of a prudent businessman.
9. Proprietary rights of third parties
The contractor assures that no rights of third parties are opposed to the intended use of the purchased goods, in particular that it is not infringed on the proprietary rights of third parties. If claims of a potential infringement on the rights of third parties such as copyrights, patent and other intellectual property rights are nonetheless brought against the VOLUME Company, the contractor shall indemnify it from such claims and exempt it harmless from any payment related thereto.
10. Data privacy
The contractor declares its revocable consent to the processing or handling of personal data it has provided in observation of legal regulations.
11. Severability clause
If individual provisions of these General Terms of Purchasing should be or become invalid, the other terms shall remain valid.
12. Place of fulfilment / Place of jurisdiction / Legal status
12.1 The place of fulfilment for delivery is the respective address of the place of shipment specified by the VOLUME Company.
12.2 Exclusively German law applies.
12.3 The place of jurisdiction is the place of registration of the VOLUME Company in 01097 Dresden.
13. Deviating agreements
Agreements deviating from the content of these General Terms of Purchasing shall be valid only if they are recognised by us in writing.