General terms and conditions

GTC – Sale

§ 1 Scope of application

(1) The following terms and conditions shall apply to contracts you as the Buyer enter into with us as the Seller (Just Vacuum GmbH) directly or via the websites www.justvacuum.com or www.waldiger.de. Buyers shall be companies as well as consumers.

We shall only recognize terms and conditions of the Buyer that conflict with or deviate from our own terms and conditions if we expressly agree to their validity in writing.

(2) A consumer within the meaning of the following provisions shall be any natural person who enters into a legal transaction for purposes that can predominantly neither be attributed to his commercial nor his independent professional activity. An entrepreneur shall be any natural or legal person or any partnership vested with legal capacity who is acting in the course of his independent professional or commercial activity when entering into a legal transaction.

§ 2 Offer and entering into a contract

If an order is to be considered as an offer pursuant to § 145 German Civil Code (BGB), we can accept it within a period of two weeks.

As consumer, you have the right of withdrawal. For details, please refer to our conditions of withdrawal.

§ 3 Provided documents

We shall reserve the property rights and copyrights to all documents provided to the Buyer in connection with the placing of the order, e.g., calculations, drawings, etc. These documents shall not be made accessible to third parties unless we have given our express consent in writing. If we do not accept the Buyers offer within the period mentioned under § 2, these documents shall be returned to us without delay.

§ 4 Prices and payment

Unless otherwise agreed in writing, our prices shall apply ex works, excluding packaging and plus value added tax at the applicable rate. Costs of packaging shall be invoiced separately.

Payment of the purchase price must be made exclusively to the account specified overleaf. The deduction of a discount shall only be permissible where agreed to in writing.

Unless otherwise agreed, the purchase price shall be payable within 14 days after delivery. Interest on arrears shall be charged at a rate of 8% above the respective base interest rate p.a. We shall reserve the right to claim higher damages for delayed payment.

Unless a fixed price agreement has been made, we shall reserve the right to make reasonable price changes due to changes in labor, material and distribution costs for deliveries made 3 months or more after the contract was entered into.
In the event that the delivery is made to countries outside the European Union, additional costs may be incurred for which we are not responsible, such as customs duties, taxes or money transfer fees (transfer or exchange rate fees of credit institutions). These costs shall be borne by the Buyer.

§ 5 Delivery time

Delivery dates or deadlines that have not been expressly agreed as binding shall be exclusively non-binding information. The delivery time specified by us shall only begin when the technical questions have been resolved. Likewise, the Buyer shall duly and timely fulfill all his obligations.
In the event that the Buyer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damages incurred by us, including any additional expenses. We shall reserve the right to assert further claims. In the event that the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall be transferred to the Buyer at the point in time at which the Buyer defaults on acceptance or payment.

§ 6 Transfer of risk upon shipment

Insofar as the Buyer a consumer, it is regulated by law that the risk of accidental loss or accidental deterioration of the sold item during shipment shall only be transferred to you upon handover of the goods, regardless of whether the shipment is insured or uninsured. This shall not apply in the event that you independently commission a transport company not named by us or another person designated to carry out the shipment.

In the event that the Buyer is an entrepreneur, delivery and shipment shall be at his risk.

In the event that the goods are sent to the Buyer upon his request, the risk of accidental loss or accidental deterioration of the goods shall be transferred to the Buyer at the moment of dispatch of the goods to the customer, at the latest when they leave the factory/warehouse. This shall apply regardless of whether the goods are shipped from the place of performance or who bears the freight costs.

§ 7 Reservation of title and right of retention

(1) We shall retain title to the goods until the purchase price has been paid in full.

(2) In the event that the Buyer is an entrepreneur, the following shall also apply:

a) We shall retain title to the delivered goods until all claims deriving from the delivery contract have been paid in full. This shall also apply to all future deliveries, even in the event that we do not always expressly refer to this. We shall be entitled to take back the purchased goods in the event of breach of contract by the Buyer.

b) The Buyer shall be entitled to resell the goods subject to retention of title in the normal course of business. The Buyer shall assign to us in advance the claims from the resale of the goods subject to retention of title in the amount of our final invoice (including value added tax). This assignment shall apply regardless of whether the purchased item was resold without or after processing. The Buyer shall retain the right to collect the receivable even after the assignment. Our authority to collect the receivable ourselves shall remain unaffected. However, we shall not collect the receivable as long as the Buyer meets his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or no payments have been suspended.

(c) The treatment and processing or transformation of the purchased item by the Buyer shall always be carried out in our name and on our behalf. In this case, the Buyer’s expectancy right to the purchased item shall carry over to the altered item. In the event that the purchased item is processed with other items belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same shall apply in the event of intermixture. In the event that the intermixture occurs in such a way that the item of the Buyer is to be regarded as the main item, it shall be agreed that the Buyer transfers co-ownership to us on a pro rata basis and shall keep the thus created sole ownership or co-ownership for us. To secure our claims against the Buyer, the Buyer shall also assign to us such claims as accrue to him against a third party as a result of the combination of the goods subject to retention of title with a property; we shall already accept this assignment now.

d) We shall undertake to release the securities to which we are entitled at your request to the extent that the realizable value of our securities exceeds the claim by more than 10%, whereby the selection of securities to be released shall be incumbent upon us.

(3) The Buyer may only exercise a right to retention insofar as it concerns claims from the same contractual relationship.

§ 8 Warranty

(1) The statutory warranty rights shall apply.

(2) As consumer, the Buyer shall be requested to check the item immediately upon delivery for completeness, obvious defects and transport damage and to notify us and the carrier of any complaints as soon as possible. In the event that the Buyer does not comply with this request, this shall not impact his statutory warranty claims.

(3) In the event that the Buyer is an entrepreneur, the following shall apply in deviation from the above warranty regulations:

a) Warranty rights of the Buyer require that the Buyer has duly complied with his obligations to inspect the goods and to give notice of defects pursuant to Section 377 of the German Commercial Code (HGB).

b) Only our own specifications and the manufacturer’s product description shall be regarded as the quality of the product, but not other advertising, public promotions and statements by the manufacturer.

c) In case of defects, we shall, at our option, provide warranty by rectification or subsequent delivery. In the event that the rectification of defects fails, you may, at your option, demand a reduction in price or withdraw from the contract. The rectification of defects shall be deemed to have failed after a second unsuccessful attempt, unless the nature of the object or other circumstances indicate otherwise. In the event of rectification of defects, we shall not be required to bear the increased costs incurred by transporting the goods to a place other than the place of performance, provided that such that such transport does not correspond to the intended use of the goods.

d) The warranty period shall be 12 months from delivery of the goods. The shortened warranty period shall not apply:
- to culpable damage attributable to us arising from injury to life, limb or health and other damage caused intentionally or through gross negligence;

- insofar as we have fraudulently concealed the defect or have assumed a guarantee for the condition of the item;

- in the case of items which have been used for a building in accordance with their customary use and have caused its defectiveness;

- in case of statutory rights of recourse which the Buyer has against us in connection with warranty rights.

(4) Warranty claims shall not arise in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or in the case of damage arising after the transfer of risk as a result of incorrect of negligent handling, excessive strain, unsuitable operating materials, insufficient construction work, unsuitable building ground or due to special external influences which are not assumed under the contract. In the event that the Buyer or a third party carries out any improper repair work or modifications, no warranty claims shall arise from these and the resulting consequences.

Claims by the Buyer for expenses required for the purpose of supplementary performance, in particular costs of transport, travel, labor and materials, shall be excluded in the event that the expenses increase because the goods delivered by us have subsequently been taken to a location other than the Buyer’s office, unless the transport is in accordance with their intended use.

§ 9 Miscellaneous

This contract and all privity of contract between the parties shall be subject to the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

All agreements between the parties for the purpose of executing this contract shall be put into writing in this contract.

In the event that individual provisions of this contract are or become invalid or contain a loophole, all other provisions shall remain unaffected. The parties shall undertake to replace the invalid provision by such a legally admissible provision which comes closest to the economic purpose of the invalid provision or fills the loophole.

§ 10 Place of performance

Place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be our place of business provided that the Buyer is not a consumer but a merchant, a corporate body und public law or a special fund under public law. The same shall apply in the event that the Buyer does not have a place of general jurisdiction in Germany or the EU or in the event that the Buyer’s domicile or habitual residence is unknown at the time of filing a complaint. The authority to go to court at another statutory place of jurisdiction shall remain unaffected.
 

 Right of withdrawal for consumers

 Within the context of a entrepreneur-consumer contract, a long-distance transaction shall exist if the consumer closes the deal exclusively using means of distance communication.
In the event that the Buyer is a consumer, the following shall apply:
The Buyer shall have the right to withdraw from the contract within 14 days without giving a reason.
The withdrawal period shall be 14 days from the day on which the Buyer or a third party named by the Buyer, who is not the carrier, has taken possession of the goods.
To exercise your right of withdrawal, the Buyer must inform us

Just VACUUM GmbH
Daimlerstr. 17
66849 Landstuhl
Germany

of the decision to withdraw from this contract by means of a clear explanation (e.g., a letter sent by mail or an e-mail).
Compliance with the withdrawal period shall only require that the Buyer send the notification of the exercise of the right of withdrawal before the end of the withdrawal period.

Consequences of the withdrawal

In the event that the Buyer withdraws from this contract, we must refund all payments we have received from you, including delivery costs (with the exception of the additional costs resulting from the fact that the Buyer has chosen a type of delivery other than the cheapest standard delivery offered by us) without delay and not later than 14 days from the day on which we received the notification of the Buyer’s withdrawal from the contract. We shall use the same means of payment for this refund that the Buyer used for the original transaction, unless we expressly agreed otherwise with you. Under no circumstances shall we charge a fee for this refund. However, we may withhold the refund until the goods are back with us or the Buyer has provided proof that the goods have been returned, whichever occurs earlier.

The Buyer must return or hand over the goods to us without delay and in any event not later than 14 days from the day on which the we were notified of the Buyer’s withdrawal from this contract. Compliance with the deadline shall require that the Buyer sends the goods before the end of the deadline of 14 days. The Buyer shall bear the immediate costs of the return of the goods.

The Buyer shall only have to pay for a potential loss of value of the goods in the event that this loss of value can be ascribed to the having been handled in a way which is not necessary for the examination of the quality, properties and functionality of the goods.

The right of withdrawal shall not apply to deliveries of goods produced according to specifications of the Buyer. In this respect, withdrawal shall be impossible pursuant to Sec. 312 d para. 4 no. 1 of the German Civil Code (BGB).

End of the withdrawal policy

 
 
GTC – Purchase

The following conditions of purchase shall apply to all orders by JUST VACUUM GmbH (hereinafter referred to as „we“), unless otherwise agreed upon in writing. The Supplier’s terms and conditions shall only apply in the event that we agree to them in writing.

§ 1. Placing of order

1. Orders and agreements shall be binding in the event that they have been made in writing. Verbal subsidiary agreements or undertakings which go beyond the content of the written contract or modify these Terms and Conditions of Purchase to our disadvantage must be confirmed by us in writing.
2. Orders must be confirmed by the Supplier in writing within 5 working days of the order date by order confirmation with a legally binding signature. In the event of non-receipt, we shall be entitled to withdraw from the order without the Supplier being able to derive any claims from this.

§ 2. Prices

1. The agreed prices shall be fixed prices plus packaging. They shall apply DDP factory Landstuhl (incoterms 2010).

§ 3. Packaging and shipping

1. The goods to be delivered must be packaged in customary packaging or, at our request, in special packaging in accordance with our instructions.
2. The Supplier must comply with the regulations of the respective carrier or forwarding agent.

§ 4. Delivery time, delivery

1. Delivery dates and periods shall be binding. The delivery time shall start from the date of the order. The receipt of the delivery at our factory in Landstuhl shall be decisive for compliance with the delivery date or delivery period. Agreed acceptance dates shall also be binding. The written confirmation of the successful acceptance (e.g., by signature on the acceptance protocol) by a person authorized by us for this purpose shall be decisive for compliance with the agreed acceptance date. In the event that the Supplier determines that carrying out the delivery or performing the service (hereinafter referred to a delivery) on the agreed delivery date or within the agreed delivery period, the Supplier must inform us immediately, stating the reasons for and the expected duration of the delay.
2. Partial deliveries shall require our written consent.
3. In the event of a non-timely delivery, we shall reserve the right to demand a contractual penalty in the amount of 1,0%, but exceeding 5%, of the agreed price of the entire delivery for each full week of delay in delivery. Further legal rights shall remain unaffected. The Supplier shall be entitled to prove that the damage was less. Furthermore, we shall reserve the right to assert this contractual penalty up to the final payment.
4. Each delivery must include a delivery note containing the following information: buyer, order number, item numbers and delivery quantity.
5. n the event of force majeure, riots, labor disputes, operational disruptions, shortages of energy and raw materials, and other unforeseeable and unavoidable events for which we are not responsible, the period for fulfillment of our contractual obligations shall be extended for the duration of the disruption and to the extent of its effect. We shall notify the Supplier of the beginning and end of the aforementioned obstacles without delay.

§ 5. Transfer of risk

1. The risk shall be transferred to us in accordance with DDP factory Landstuhl (incoterms 2010), even in cases where we us our own transport personnel as an exception. In the event that an acceptance has been agreed upon or is provided for by law, the risk shall be passed to us upon successful acceptance by a person authorized by us for this purpose.

§ 6. Payments

1. Our payment shall be made within 30 days net.
2. The start of the payment period shall be determined by the complete receipt of the goods in accordance with the contract or the acceptance of the service and the receipt of a corresponding auditable invoice.

§ 7. Warranty

1. The Supplier must guarantee that the goods to be delivered do not have any legal or material defects when they are handed over to us and that they comply with the recognized state of the art, the relevant laws, protective and accident prevention regulations, as well as the usual technical and quality assurance standards (e.g., DIN, EN/ISO, CE conformity marking, or similar). The German version of these standards shall always be authoritative.
2. The Supplier must perform an outgoing goods inspection before delivering the goods to us. Upon receipt, we shall inspect the goods within the scope of an incoming goods inspection for obvious defects, identity, shortages as well as transport damage. There shall be no further duty to inspect. In the event that we discover defects, we shall notify the Supplier without delay. In return, the Supplier shall waive the objection of delayed notification of defects. In the event that an acceptance has been agreed upon or is provided for by law, the duty to inspect incoming goods shall not apply at all.
3. In case of defects, we shall be entitled to demand, at our option, either rectification of the defects or subsequent delivery of the defective goods – also at the place of use. Furthermore, after an unsuccessfully expired grace period or in cases where setting a grace period is no longer possible due to particular urgency, we shall be entitled, at the Supplier’s expense and after informing the Supplier, to remedy the defects ourselves, to have them remedied by a third party or to procure replacement for the defective goods in another manner. In the event that the Supplier is not responsible for the defect, this cost regulation shall be invalid.
4. The period of limitations for claims for defects shall be 36 months from delivery or, in cases where acceptance has been agreed upon or is required by law, from acceptance.
5. The period of limitations pursuant to 7.4 with regard to a specific defect shall begin anew for delivery items if these parts have been repaired or replaced after our notification of defects has been issued. This shall not apply to cases of insignificant supplementary performance or an express act of goodwill on the part of the Supplier.

§ 8. Property rights

1. The Supplier must ensure that no property rights (e.g., patents or utility models), other rights or business or trade secrets of third parties are infringed by the use of the delivery items; this shall also apply to any of the aforementioned rights in the country of use. In this respect, the Supplier shall indemnify us against any claims of third parties upon first written request. 
2. However, the above clause concerning the Supplier’s liability shall not apply in the event that the Supplier produces the goods exclusively in accordance with our drawings and models and did not know or did not have to know that the production of these goods infringes the rights of third parties.

§ 9. General liability

1. In the event that a customer or any other third party makes a claim on us concerning product liability, the Supplier shall be obligated to indemnify us against any such claims upon first written request if and to the extent that the damage has been caused or contributed to by a defect in the product supplied by the Supplier. However, in the event that the Supplier is not responsible for the breach of duty, this shall not apply in cases of fault-based liability.
2. In the event that the cause of damage lies within the area of responsibility of the Supplier, it shall be sufficient to prove the causality of the defect for the damage; in all other cases, the Supplier shall bear the burden of proof.
3. In any event, the Supplier shall bear the costs and expenses proportionate to his share of responsibility or fault, including the costs of any legal action or product recall; this shall also apply in the event of recognizable and imminent serial defects. 
4. The Supplier shall be obligated to cover his risk of liability with an adequate insurance and provide proof of the coverage to us on demand.
5.  Any claims for damages against us shall be excluded in the event that we, our legal representatives or vicarious agents caused the damage by simple negligence. In case of bodily injury and a breach of essential contractual obligations, this exclusion of liability shall not apply. However, our liability shall be limited to the foreseeable damage typical for this type of contract.

§ 10. Trade secret

1. The Supplier must consider as a trade secret and keep secret from third parties all confidential information and items of all kinds (e.g., samples, drawings, tools, models) and all other details of our order and his deliveries and works as well as all information requiring secrecy, which he receives from us knowingly or by chance (hereinafter referred to as confidential information). The name of our company may only be mentioned for advertising purposes if we have given our prior written consent.
2. All confidential information as well as all other documents and items, which we provided to the Supplier, shall be returned to us free of charge as soon as they are no longer required to carry out the order, without request or otherwise at any time upon request. The Supplier shall be prohibited from using such confidential information for his own purposes or making them available to third parties.
3.  In the event of a violation of these confidentiality obligations, the Supplier shall undertake to pay a contractual penalty in the amount of 20 % of the order value, unless the Supplier is not responsible for the violation. We shall reserve the right to assert this contractual penalty up to the final payment. Furthermore, in the event of particularly serious violations, we shall be entitled to terminate the entire contractual relationship with the Supplier without notice and compensation and, where applicable,  demand a refund for any payment already made. A particularly serious violation shall be deemed to have occurred in particular in the event that the Supplier passes on his acquired or received knowledge to third parties competing with us.

§ 11. Ownership of production equipment, materials provided

1. Tools and other production equipment (uniformly referred to as „production equipment“) manufactured on our behalf and paid for by us shall become our property upon payment in full. The transfer of ownership shall be replaced by the Supplier leasing the production equipment from us. We shall be entitled to demand the return of the production equipment at any time, unless expressly agreed otherwise in writing. The Supplier must store the production equipment owned by us separately from other items not belonging to us. Our ownership of the production equipment shall be indicated on the items themselves and in the accounts. After the termination of the business relationship, the production equipment shall be returned to us upon request. The Supplier must sufficiently insure them against loss and damage. The Supplier shall be prohibited from using them for his own purposes or providing them to third parties.
2. Products manufactured according to documents designed by us (such as drawings, models and the like) or according to our specifications or with our production equipment or copied production equipment may not be used by the Supplier for his own purposes or be offered or supplied to third parties.
3. Materials and parts which we provide shall remain our property. They may only be used within the scope of our order. The processing of the materials and the assembly of the parts by the Supplier shall be carried out for us. In the event of intermixture, combination or processing of our materials and parts with other items not belonging to us, we shall acquire co-ownership of the new item at the ratio of the value of our materials and parts to the other processed items. In the event that the Supplier’s item is regarded as the main item, he must transfer co-ownership to us on a pro-rata basis.

§ 12. Authorized representatives of the Supplier

1. Authorized representatives of the Supplier, who work in our factory or at our customers‘ premises, must follow the house rules, the accident prevention regulations and all other safety regulations. The Supplier shall be liable for all damage that he or his authorized representatives cause intentionally or through negligence in our factory or at our customers’ premises.
2. 2.    The hours worked as well as the materials provided by the Supplier must be confirmed in writing by an authorized representative of our factory without delay after the work has been done, but no later than on the day on which the work was done.

§ 13. Applicable law, place of jurisdiction, place of performance

1. German law shall apply exclusively.
2. Place of jurisdiction shall be the court responsible for our business location. However, we shall also be entitled to bring a case before the court responsible for the Supplier’s business location.
3. Place of performance for all deliveries and services shall be our factory in Landstuhl, unless otherwise agreed in writing. Erfüllungsort für alle Lieferungen und Leistungen ist, sofern nicht anders schriftlich vereinbart, unser Werk in Landstuhl.