General Terms and Conditions
for deliveries, installations, and repairs by FIBRO Rundtische GmbH (as of January 2024)
Unless otherwise agreed in writing, the following conditions apply to the contractual relationship. Differing conditions of the purchaser are not valid unless we have expressly agreed to their validity in writing. The following conditions also apply if the supplier performs the delivery to the purchaser without reservation, despite being aware of conflicting or differing conditions from their own.
I. Applicability of VDMA Conditions
Es gelten grundsätzlich die vom Verband deutscher Maschinen- und Anlagenbau e. V. (VDMA) empfohlenen und nachstehend in Bezug genommenen Allgemeinen Geschäftsbedingungen, das heißt
1. For deliveries of machines, machine components, accessories, or other objects, the General Terms and Conditions for the Delivery of Machines for Domestic Business, as of 2019 (VDMA Delivery Conditions; a text version of the VDMA Delivery Conditions will be sent to you free of charge upon request).
2.For installations, the General Terms and Conditions for Installations in Mechanical Engineering for Domestic Business, as of 2019 (VDMA Installation Conditions; a text version of the VDMA Installation Conditions will be sent to you free of charge upon request).
3.For repairs of machines and systems, the VDMA General Terms and Conditions for Repairs of Machines and Systems for Domestic Business, as of 2019 (VDMA Repair Conditions; a text version of the VDMA Repair Conditions will be sent to you free of charge upon request).
4. If the contractual relationship includes both deliveries and installations, the VDMA Delivery Conditions (Section I.1) apply to the deliveries, and the VDMA Installation Conditions (Section I.2) apply to the installations, unless otherwise agreed.
II. Additional Contract Terms for All Services
For all contractual relationships, regardless of which type of service listed in Section I applies, the following additional terms and conditions apply in addition to the relevant VDMA conditions and take precedence in case of doubt:
1. International Transactions, Applicable Law, Contract Language
a) Our General Terms and Conditions, including the referenced VDMA conditions, also apply to international transactions.
b) For all contractual relationships, including future services, German law exclusively applies, with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).
c) The contract language is German. If the contract or parts of the contract are also prepared in a language other than German, the German version shall prevail in case of discrepancies. Translations are for ease of understanding only.
2. Additional Liability Limits
a) Compensation for delays can only be claimed from us if the purchaser, after the delay occurs, provides us with a written notice and a reasonable grace period of at least six business days, and the delay continues after the grace period expires.
b) Regardless of any other liability limits, our liability—regardless of the legal basis, including liability for defects—is in all cases limited to foreseeable damages, except in cases of intent or liability under the Product Liability Act.
3. Deterioration of the Purchaser’s Financial Situation
a) If we become aware of circumstances that indicate a significant deterioration or a substantial risk to the purchaser's assets and raise justified doubts about the purchaser's ability to meet their contractual obligations, we may refuse to fulfill our performance obligations until the purchaser makes the payment or provides security for it.
b) If the purchaser does not make the payment or provide security within a reasonable period set by us, we may withdraw from or terminate the contract, even if our performance has already been partially or fully completed.
4. Deficiency Report
At our explicit request, a deficiency report must be prepared at the time of acceptance of our services, which must include all deficiencies the purchaser reserves the right to claim. The deficiency report must be signed by representatives of both contractual parties.
5. No Authorization of Our Installers
Our installers are not authorized to make legally binding statements. The customer service department is exclusively responsible for contract management.
6. No Liability for Defective Items Provided by the Purchaser
If damages occur due to defective items provided by the purchaser, or if the entire work is defective for this reason, the purchaser indemnifies the supplier from any claims.
III. Additional Contract Terms for the Delivery of Machines and Other Items
For the delivery of machines, machine components, accessories, and other items, the following special terms apply in addition to the VDMA Delivery Conditions (Section I.1) and the additional contract terms for all services (Section II.) and take precedence in case of doubt:
1. Purchaser's Responsibility for Submitted Documents
a) The purchaser assumes sole responsibility for plans, documents, drawings, samples, and the like, insofar as they are to be provided by the purchaser.
The purchaser must ensure, in particular, that the documents provided do not infringe on the intellectual property rights of third parties.
b) The supplier is not obligated to verify whether any third-party intellectual property rights will be infringed by submitting offers based on execution drawings provided by the purchaser.
c) If the supplier is nevertheless held liable, the purchaser must indemnify them against any claims for compensation.
2. Additional Costs for Rework Abroad
If rework is required on delivered goods that the purchaser has already sent to a foreign customer, the purchaser bears the additional costs incurred for rework abroad, especially the costs for providing the supplier's technicians and assistants.
3. Warranty Limitation for Production According to Drawing
For production according to the purchaser's drawings, the supplier is only liable for execution in accordance with the drawings, regardless of any other warranty and liability limitations.
4. Withdrawal and Reduction of the Purchase Price
If the supplier is in default with rework or replacement delivery or if it otherwise fails, the purchaser may withdraw from the contract or demand a reduction of the purchase price.
5. Retention of Title
We deliver exclusively under an extended and expanded retention of title. The "Special Contract Conditions on Retention of Title of FIBRO (Rotary Tables), as of June 1992" apply. A text version will be sent to you free of charge upon request.
IV. Additional Contract Terms for Installations
For installation work, including when provided in conjunction with deliveries (see Section I.4), the following special terms apply in addition to the VDMA Installation Conditions (Section I.2) and the additional contract terms for all services (Section II.) and take precedence in case of doubt:
1. Installation Price
a) Installation work is generally billed based on time and other expenses at the rates applicable at the time of order placement for installation services, which we will gladly send to you free of charge upon written request if they are not included.
b) The materials required for the installation will be billed according to the actual quantity used at the prices valid at the time the installation work is carried out.
2. Billing and Payment
a) Billing for installation services is generally done upon completion. However, we are entitled to request reasonable interim payments on a weekly or monthly basis based on the progress of the installation. If the installation is interrupted for a significant period at the purchaser’s request, we may bill for the work completed up to that point.
b) Invoices are due for payment immediately upon receipt, without any deductions.
c) The withholding of payments or set-off against disputed counterclaims by the purchaser is not permitted.
3. Performance Records
a) The purchaser must certify the services provided at the request of our installers at least once a week, and no later than at the end of the installation work, on the activity reports.
b) Performance records signed by the purchaser are fundamentally incontestable billing bases.