General Terms and Conditions

I. Scope of Application

  1. All contracts concluded with us are subject exclusively to the following General Terms and Conditions, which the customer can also view on our website at www.voewa.de. They are acknowledged by the customer upon placing the order, at the latest upon acceptance of the first delivery, and shall apply for the entire duration of the business relationship, including all subsequent orders. Deviating, conflicting or supplementary general terms and conditions of the customer shall only apply with our written consent.

  2. Assurances, collateral agreements, amendments to the contract as well as declarations by representatives require our written confirmation to be valid. This requirement cannot be waived.

II. Offer

  1. Our offers are always non-binding and subject to change. By placing an order, the customer makes a binding offer to enter into a contract. The contract is concluded either by our written confirmation in accordance with its content or by corresponding delivery. We reserve the right to reject the order, for example, after checking the customer’s creditworthiness. If delivery is made promptly without confirmation, the invoice shall also serve as the order confirmation.

  2. Our offers to customers are made without obligation and based on the information provided. In particular, we do not provide project planning services.

  3. We reserve the right to make changes in design and form of the contractual item during the delivery period without prior notice, provided the changes are not unreasonable from a commercial point of view. Acceptable changes include technical improvements and adjustments to reflect the state of the art, improvements in design or material selection. All details regarding quantities, dimensions, colors and weights are subject to commercial tolerances.

  4. We retain ownership and copyright to images, videos, illustrations, data sheets, drawings, calculations, informational materials and other documents. This also applies to written materials marked “confidential.” Non-private use, especially forwarding to third parties, requires our express prior written consent. The customer shall be solely liable if the execution of the order based on documents provided by him infringes the rights, in particular intellectual property rights, of third parties.

  5. The following applies additionally to the use of images, particularly of VÖWA products, texts, videos, illustrations, data sheets and drawings:
    5.1. Use of such materials appearing on the VÖWA GmbH website at www.voewa.de or elsewhere (e.g., in catalogs) without our consent constitutes a copyright infringement. Any unauthorized use may lead to justified legal warnings.
    5.2. Any violation of section 5.1 shall result in a contractual penalty of €5,100.00 per infringement.

III. Delivery, Delivery Time and Delay in Delivery

  1. Agreed delivery periods commence with contract conclusion. Our delivery obligation is contingent on the customer fulfilling their obligations in a timely and proper manner, including essential contract and payment duties. We reserve the right to plead non-performance of contract.

  2. We endeavor to comply with delivery dates and deadlines given to the customer. These must be in writing. Subsequent change requests by the customer shall reasonably extend delivery times. The above applies even during a delay in delivery.

  3. We are liable according to statutory provisions if the purchase contract qualifies as a fixed-date transaction as defined by § 286(2)(1) BGB or § 376 HGB. We are also liable if, due to delay in delivery attributable to us, the customer can assert loss of interest in contract performance.

  4. Further, we are liable in cases of intentional or grossly negligent contractual breach, including actions of our agents or assistants. In cases of non-intentional breach, liability is limited to foreseeable, typical damages.

  5. We are also liable under statutory provisions for culpable breach of essential contractual obligations; however, liability is again limited to typical, foreseeable damages.

  6. Further statutory rights of the customer remain unaffected.

  7. Any grace period set by the customer must be at least two weeks.

IV. Reservation of Self-Supply, Force Majeure and Other Obstacles

  1. We do not assume procurement risk unless expressly agreed. If we do not receive supplies from our suppliers, or receive them incorrectly or late due to reasons beyond our control, or in case of force majeure, we shall inform the customer promptly. In such cases, we are entitled to postpone delivery or partially or wholly withdraw from the contract. Force majeure includes strikes, lockouts, official interventions, shortage of energy or materials, transport issues, operational disruptions (e.g., water, fire, machinery damage), or other events outside our control.

  2. If a binding delivery date is exceeded due to such events, the customer may withdraw from the unfulfilled part of the contract after an appropriate grace period has lapsed without success. No further claims shall exist.

V. Default in Acceptance by the Customer

  1. If the customer defaults on acceptance or culpably violates cooperation obligations, we may claim damages, including additional expenses incurred.

  2. If the legal conditions for withdrawal are met and we exercise our right of withdrawal, we may claim flat-rate damages amounting to 15% of the agreed net invoice amount. Higher actual damages may also be claimed, offset against the flat amount. The customer may prove lesser or no damage.

  3. If the above conditions apply, the risk of accidental loss or deterioration passes to the customer upon default.

VI. Transfer of Risk

  1. Risk transfers to the customer once goods are handed over to them or the person executing the transport. If shipment is delayed due to customer’s fault, risk passes on the date of readiness to ship.

  2. Packaging will not be taken back, except for pallets. The customer must dispose of packaging at their own expense.

VII. Prices – Payment Terms

  1. Unless otherwise agreed, our prices are net ex works, plus statutory VAT and shipping costs.

  2. Prices are based on cost factors at the time of contract. If these factors change (e.g., materials, wages, duties), we may adjust prices accordingly.

  3. Payment is due net within 14 days of the invoice date. The payment date is when funds are received or credited to our account.

  4. Offsetting or retention rights only apply if counterclaims are undisputed, legally established, or acknowledged by us. Retention rights only arise from the same transaction.

  5. If the customer delays payment or if doubts arise about creditworthiness, we may suspend work, demand advance payment, or request suitable security. If the customer fails to comply within a grace period, we may withdraw from the contract.

  6. The customer must compensate us for damages due to non-performance, including lost profits. For payment default, we may claim 15% of the net invoice amount as flat-rate damages, subject to higher actual damages.

  7. The customer bears all costs related to collection of our claims, including legal and collection agency fees.

VIII. Poor Performance, Liability for Defects, Breach of Duty, Notification of Defects

  1. Customer must inspect goods immediately upon delivery as per § 377 HGB and report defects in writing with detailed description. Visible defects must be reported immediately upon delivery; hidden defects immediately upon discovery. Written form is required for defect acknowledgment.

  2. In case of defects, we may choose to repair or replace. We will bear costs only up to the purchase price of the defective item. Customer-caused defects and unjustified complaints will be rectified at the customer’s expense.

  3. If rectification fails (usually after two attempts), the customer may demand a price reduction or withdraw from the contract.

  4. The limitation period for defect claims is one (1) year from the date of risk transfer.

IX. Scope of Liability, Exclusion and Limitation

  1. We are liable for damages due to breach of duty or essential contractual obligations only in cases of intent or gross negligence, including actions of agents.

  2. If liability is based on replacement instead of performance, it is limited to typical foreseeable damages.

  3. Liability for indirect or consequential damages is excluded unless essential contractual obligations are breached intentionally or grossly negligently.

  4. Liability for injury to life, body, or health remains unaffected, as does liability under product liability law.

  5. In other cases, we are not liable for simple negligence.

  6. In cases of initial impossibility or legal defects, liability is limited to typical foreseeable damages.

  7. These exclusions and limitations also apply to employees, agents, and subcontractors.

  8. These clauses do not reverse the burden of proof.

  9. Unless otherwise stated, our liability is excluded regardless of the legal nature of the claim.

X. Retention of Title

  1. We retain ownership until all receivables from the business relationship are settled. In case of breach of contract (especially late payment), we may reclaim goods. This is not a withdrawal from the contract unless expressly stated. Repossession is always considered a withdrawal. Reclaimed goods may be resold, and proceeds offset against customer liabilities.

  2. Customer must notify us of any third-party interventions (e.g., enforcement measures) and damages or change of ownership.

  3. Customer may resell goods in the ordinary course of business, but assigns to us all claims from such resale up to the invoice amount. Customer remains authorized to collect until otherwise informed due to default or insolvency.

  4. Claims arising from connection of goods to property are also assigned to us.

  5. We release securities if their value exceeds our claims by more than 10%.

XI. Place of Performance, Jurisdiction, Governing Law, Severability

  1. Place of performance for deliveries and payments is Bobingen.

  2. German law applies, excluding conflict of laws and the UN Sales Convention (CISG).

  3. If the customer is a merchant under the HGB or has no general domestic jurisdiction, venue is our registered office. We reserve the right to sue at the customer’s residence.

  4. If any part of the contract or these terms is invalid, the rest remains effective. The invalid provision will be replaced with one that best approximates the economic purpose of the original.

Company: VÖWA GmbH
Managing Director: Günther Vöst
Registered Office: Haunstetter Str. 4, D-86399 Bobingen, Germany
Phone: +49 (0) 8234 / 96 56 – 0
Fax: +49 (0) 8234 / 96 56 – 50
Email: info@voewa.de
Commercial Register: Amtsgericht Augsburg HRB 16541

Version dated: April 3, 2009