General Terms and Conditions of Sale

VP Vertikal Printers GmbH
Carl-Zeiss-Straße 2
51674 Wiehl
Germany

§ 1 – Scope of Application

1.1 These Terms and Conditions of Sale shall apply exclusively. We shall only recognise any deviating or conflicting terms and conditions of the Buyer if we have expressly agreed to their application in writing.

1.2 These Terms and Conditions of Sale shall also apply to all future transactions between the parties, including where we deliver the goods without reservation despite being aware of deviating or conflicting terms and conditions.

1.3 These General Terms and Conditions of Sale shall apply exclusively to entrepreneurs, legal entities under public law and special funds under public law within the meaning of Section 310(1) of the German Civil Code (BGB).

§ 2 – Offer and Acceptance

Where an order constitutes an offer within the meaning of Section 145 of the German Civil Code (BGB), we shall be entitled to accept such offer within two weeks of receipt.

§ 3 Prices and Payment

3.1 Unless expressly agreed otherwise, our prices are ex works (EXW), exclusive of packaging costs and subject to the applicable statutory value added tax (VAT).

3.2 The purchase price shall be payable without deduction as follows:a) 50% before the commencement of production;b) the remaining 50% before collection or delivery.

3.3 The anticipated commencement of production and the date on which the goods will be ready for collection shall be notified at least 14 days in advance. The date communicated shall constitute the agreed payment due date.

3.4 In the event of late payment, we shall be entitled to refuse delivery or postpone production and reschedule the order only after payment has been received in full.

3.5 From the due date, we shall charge default interest at a rate of nine percentage points above the applicable base interest rate per annum. We reserve the right to claim further damages resulting from late payment.

§ 4 Set-Off and Rights of Retention

4.1 The Buyer shall only be entitled to set off counterclaims if such counterclaims are undisputed or have been established by a final and binding court decision.

4.2 The Buyer shall only be entitled to exercise a right of retention if the counterclaim arises from the same contractual relationship.

§ 5 Delivery

5.1 Delivery shall take place ex works at [insert location] (EXW in accordance with Incoterms 2020).

5.2 Delivery shall be subject to the timely and proper fulfilment of the Buyer's obligations. The right to withhold performance due to non-performance of the contract shall remain unaffected.

5.3 In the event of default in acceptance or a culpable breach of duties to cooperate, we shall be entitled to claim compensation for any resulting damage, including additional expenses.

5.4 In such cases, the risk of accidental loss or accidental deterioration of the goods shall pass to the Buyer upon the occurrence of default in acceptance.

§ 6 – Transfer of Risk upon Dispatch

Where the goods are dispatched at the Buyer's own request, the risk of accidental loss or accidental deterioration shall pass to the Buyer upon dispatch.

§ 7 Retention of Title

7.1 The goods shall remain our property until all outstanding claims have been paid in full.

7.2 In the event of a breach of contract by the Buyer, particularly in the event of late payment, we shall be entitled to repossess the goods.

7.3 The Buyer shall be obliged to handle the goods subject to retention of title with due care, maintain adequate insurance coverage and carry out maintenance where necessary.

7.4 Until the purchase price has been paid in full, the Buyer shall immediately notify us in writing if third parties assert any rights over the goods.

7.5 The Buyer shall be entitled to resell the goods in the ordinary course of business. Any claims arising from such resale are hereby assigned to us in advance. If the value of the securities exceeds our claims by more than 10%, we shall release the excess securities upon request.

§ 8 – Warranty

8.1 Warranty claims shall be subject to the proper fulfilment of the Buyer's obligations to inspect the goods and notify defects in accordance with Section 377 of the German Commercial Code (HGB).

8.2 Warranty claims shall become time-barred 12 months after the transfer of risk.

8.3 In the event of defects, we shall, at our discretion, provide subsequent performance by repairing the goods or supplying replacement goods. If subsequent performance fails, the Buyer may reduce the purchase price or withdraw from the contract.

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§ 9 – Liability

9.1 In cases of intent or gross negligence, we shall be liable in accordance with the statutory provisions.

9.2 In cases of ordinary negligence, our liability shall be limited to foreseeable damage typically arising in such circumstances.

9.3 Liability for injury to life, body or health and liability under the German Product Liability Act shall remain unaffected.

9.4 Any further liability shall be excluded.

§ 10 – Applicable Law and Place of Jurisdiction

10.1 The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

10.2 The place of performance and exclusive place of jurisdiction shall be [insert place of jurisdiction].

10.3 In the event of discrepancies between the German and English versions, the German version shall prevail.