I. Scope of Validity
1. VEGA provides products and services on the basis of the following general
terms of delivery. Changes and amendments must be carried out in written form.
Any deviating conditions of the con-tracting party do not apply even if they are
not explicitly contradicted in individual cases.
2. These general terms of business also apply to all further contracts
without special reference having to be made to them.
3. We point out here that the shipment/export of goods (goods, software,
technology) in fulfilment of the contract is subject to European and German
foreign trade legislation, and delivery can also be subject to export control
restrictions and prohibitions. The relevant legislation is, in particular,
Regulation (EC) No. 428/2009 (Dual Use Regulation) and its appendices as well as
the Foreign Trade Law (AWG), the Foreign Trade and Payments Regulation (AWV) and
the latest amended German Export List. Furthermore, there are European and
national embargo regulations against certain countries and persons which either
prohibit delivery or make delivery subject to approval. When placing an order,
the customer obliges himself to accept and comply with the European and German
export control regulations. Furthermore, the customer agrees not to let the
goods be supplied, either directly or indirectly, to civil nuclear programs in
the countries mentioned in § 5, para. 1 of AWV, unless he has the required
II. Offers, Prices
1. All offers remain subject to change, as far as they have not been declared
2. With offers designated as binding, a contract can be concluded if the
buyer accepts the offer within a period of two weeks after the offer date. After
this deadline expires, VEGA is no longer bound to the offer. Orders result in a
final contract only after a confirmation from VEGA. VEGA reserves the right to
decline an order or demand collateral.
3. Descriptions and dimension data in price lists and technical documents are
not binding, as long as they are not explicitly confirmed in writing. VEGA
reserves the right to modify designs and components in the interest of technical
development until the date of delivery.
4. VEGA's prices do not include the current VAT. They also do not include costs for packaging, carriage, postage, insurance or other shipping costs.
5. As far as no other stipulations were made, the prices shown in the current
VEGA price list are effective. If an order is delivered later than six months
after conclusion of a contract (for reasons the customer is responsible), the
list price current at the time of delivery applies; in case a price other than
the list price was stipulated, this price will be increased at the same rate the
list price was increased.
6. If, at the request of the customer, supplemental technical modifications
were carried out that led to additional costs for VEGA, these costs will be
7. VEGA lays claim to proprietorship and copyright on quotations, technical
drawings and other tendering documents. These documents may be made available to
a third party only with VEGA’s consent.
III. Deliveries, Transfer of Risk
1. Partial shipments are allowed and obligate the customer to carry out a
corresponding proportionate payment, unless the acceptance of the partial
shipments is completely unreasonable.
2. Deliveries are made at the expense of the purchaser. The risk passes to the purchaser the moment the goods are handed over to a forwarding agent or carrier.
IV. Delivery period and delivery date
1. The delivery times specified by VEGA are only approximate and subject to
change, unless fixed deadlines are explicitly agreed upon in individual
contracts. These are definite only if VEGA has received on time from the
customer the documents, permits, approvals necessary to bring the contract to
effect, as well as any prearranged payments.
2. In cases of acts of God or circumstances over which VEGA has no control
(e.g. measures taken by authorities, strike, lockout, equipment failure,
problems with material procurement, traffic stoppage, etc., also if they happen
to a sub-supplier), the delivery times – also those which are confirmed - will
be extended by an appropriate amount. This also applies if the abovementioned
circumstances occur when a delivery has already been impeded for other reasons.
If, due to such circumstances, it is impossible or unreasonable for VEGA to
fulfil its obligation to deliver, VEGA will be freed of its obligation. In case
the delay in delivery exceeds one month, VEGA and the customer are entitled to
rescind the part of the contract not yet fulfilled.
3. If, after the contract has been concluded, the customer requests changes
in the order that influence production duration, delivery deadlines must be
renegotiated; in case of doubt, the delivery time will be extended
proportionately. The same applies if the customer does not properly comply with
his obligation to cooperate or to pay.
1. Payments must be made within ten days of the invoice date with a 2%
discount or within 30 days with no discount. Invoices for performed services
(repairs, service calls, ...) must be paid without discount within 30 days of
the invoice date.
2. Should VEGA’s pecuniary claim be endangered by financial difficulties
encountered by the customer after conclusion of the contract (this is especially
the case if there is an insolvency request or a protest of a bill), VEGA has the
right to send cash-on-delivery parcels, to demand payment in advance, to retain
merchandise not yet delivered, as well as to stop work on current orders and to
rescind contracts already concluded with the customer, inasmuch as the customer
has not made an advance payment or provided collateral. VEGA reserves the right
to enforce further claims, especially in case of default.
3. The customer has the right to a lien or an offset only in cases of
incontestable or validated claims.
VI. Reservation of Ownership
1. The delivered merchandise remains the reserved property of VEGA until all
existing or future claims arising from the business dealings are settled. This
also applies to cases where individual claims or all claims are included in a
current account, the balance of which has been calculated and acknowledged.
Checks are valid as acquittal only after their irrevocable redemption.
2. The customer has the right to sell the merchandise in the normal course of
business dealings only if he herewith cedes to VEGA all claims he has toward his
customer or other third party through the act of reselling. The customer does
not have the right to dispose the reserved property in other ways, like putting
it in pledge or transferring ownership by way of security. If the re-served
property, whether in its original condition or processed and combined with other
articles which are exclusively the property of the customer, is sold, the
customer herewith cedes in full amount the claims which arise through the
resale. If the reserved property – after processing/combining – is sold by the
customer together with merchandise not belonging to VEGA, the customer herewith
cedes to VEGA the claims in the amount of the value of the reserved property and
places VEGA at the top in the order of priority. VEGA assumes the cession. If
there is an open account between the customer and his buyer, the cession not
only covers the account balance recognised in § 355 HGB (Cole of Commercial Law)
but also any surplus that without assessment and approval can be used as
payment. Until revocation by VEGA, the customer is authorised, also after
cession, to collect the claims. VEGA’s authority to collect the claims is not
affected by this; however, VEGA commits itself not to collect the claims and not
to revoke the authority of the customer to collect the claims as long as he
fulfils his financial obligations according to the rules. VEGA can demand that
the customer make known the ceded claims and debtors, provide the information
necessary for collection, hand over related documents and give notice of cession
of claims to the debtors.
Should the customer process the reserved property or modify it for VEGA as
the manufacturer, this takes place without any commitments for VEGA. If the
customer processes, connects, mixes or combines the reserved property with other
merchandise not belonging to VEGA, VEGA becomes joint owner of the newly created
article with a share corresponding to the proportion of its re-served property
to the other merchandise at the time the processing, connecting, mixing or
combining took place. If the customer acquires the sole ownership of the newly
created article, it is understood that the customer will grant VEGA co-ownership
of the newly created article in proportion to the value of the processed,
connected, mixed or combined reserved property, and hold it in safe custody for
VEGA free of charge.
3. The customer obligates himself to sell the merchandise delivered by VEGA
only on the condition that he reserve ownership of this merchandise until full
payment of purchase price is made by his buyer. The customer will also stipulate
that if, due to resale, processing, connecting or combining, the reservation of
ownership becomes null and void, an ownership in the newly created article or
claims resulting therefrom will take its place.
4. In case there is a default of payment or an application to begin
insolvency proceedings over the assets of the customer, VEGA has the right to
demand the immediate handover of the reserved property. This act of taking back
the property does not mean a rescission from the contract. At the same time,
unsettled claims become due for payment.
5. If the value of the existing securities exceeds the claims by more than
20%, VEGA is obligated, on request of the customer, to release the securities
that go beyond the value of 120% of its claims. VEGA is free to choose which
securities it will release.
6. The customer is obligated to insure the reserved property against every
insurable damage. He will cede in advance the claims resulting from the
insurance contract to VEGA and provide on re-quest proof of the conclusion of
7. If a third party gains access to the reserved property or the claims
existing in its stead, the customer must immediately give notice (relevant
documents included) to VEGA.
VII. Warranty and Liability
1. VEGA gives a warranty on defects of quality and title (to the exclusion of
further rights) as described in the following clauses.
2. Parts that were defective when the transfer of risk took place will be
repaired or replaced by VEGA as it sees fit. Notices of defects or customer
complaints must be carried out in written form without delay. Replaced parts
become VEGA’s property again and are to be handed over to VEGA on request.
3. The regular warranty period is 24 months. The warranty period for a
replaced part and the refitment is six months; it runs, however, at least until
the expiration date of the original warranty period of the delivered
4. In case of a substitute delivery, VEGA bears the cost of the replacement
part, including shipment to the place of delivery originally agreed upon in the
contract, but not the cost of disassembly and reinstallation, or other
expenditures. If the customer requests that the article be sent to a different
location or that VEGA provide services on site, the customer assumes the
additional costs which arise hereby.
5. If repair or replacement is not possible, or has failed at least two
times, or is simply not carried out by VEGA within a reasonable time limit, the
customer can deduct from the purchase price, re-scind the contract or demand
compensation. The assertion of compensation presupposes that the customer can
furnish evidence of VEGA‘s negligence.
6. VEGA does not give a warranty on defects or damage (for which VEGA is not
responsible) caused by improper or incorrect use, faulty installation or set-up,
excessive loads, normal wear and tear, incorrect or careless handling,
unsuitable work equipment, or by chemical, abrasive, electrochemical or
electrical influences (as far as these are not contractually presumed).
7. As far as the law permits, liability for damage is precluded. VEGA is not
liable for damage that cannot be traced to intent or extreme carelessness,
unless the blame can be unequivocally placed on a cardinal fault and/or an owner
or business manager of the company. This exemption from liability does not apply
to cases in which defects of quality or title (due to a reckless breach of duty)
lead to loss of life, bodily injury or damaged health.
8. VEGA’s liability is limited to the net invoiced value of the goods of the
shipment which contained the flawed article. Liability is always restricted to
typical, foreseeable damage.
9. VEGA does not assume liability for damage that can be attributed to the
negligence of a customer who provided incomplete or incorrect information
concerning the environmental or operating conditions (of the installation site
or measured medium) which influence the functionality of VEGA‘s products and
especially its measuring instruments.
VIII. Confidentiality, Patent Rights
1. The contracting parties are committed to absolute confidentiality with
respect to any third party. The customer is especially under the obligation to
keep confidential all business and trade se-crets, production methods, other
business and trade facts, as well as documents and information from VEGA that
become known in connection with the contract, and give no third party access to
2. Both parties will also impose the abovementioned obligation on all
employees and third parties who (with authorisation) are engaged with the
3. VEGA claims the copyright on all samples, cost estimates, drawings,
sketches and other information (also in the form of electronic data). The
customer is allowed use these things, as well as any other copyrighted documents
or items connected with the delivered article, only in accordance with the terms
of the contract. The customer is not allowed to pass these things on to a third
party or exploit them in any way.
4. VEGA claims possession of all patent rights connected with the delivered
article. The customer will immediately inform VEGA in case there is an alleged
infringement of patent rights or he gains knowledge of an infringement of patent
rights by a third party.
5. If during the course of a tendering procedure VEGA gives the customer
technical drafts and information, but VEGA is not awarded the contract, the
technical drafts and information must be re-turned immediately and not be made
accessible to a third party.
IX. Other terms
Special agreements in connection with the contract or addenda to these terms
of delivery must be carried out in writing in order to be valid. Schiltach is
the place of performance. The city of Of-fenburg is the place of jurisdiction.
If VEGA so chooses, the place of jurisdiction can also be where the headquarters
of the customer are located. Only German law applies. The terms of the UN
Convention on Contracts for the International Sale of Goods (CISG) explicitly do
not apply. If a particular provision of this document is found to be void, a
corresponding provision of the German Civil Code (BGB) or the Code of Commercial
Law (HGB) will apply in its stead.