1. Applicability; Entering into an Agreement
1.1. Merchandise and services of whatsoever kind shall be provided to the Client exclusively under our Standard Terms and Conditions, which the Client accepts by placing an order or accepting a service, save as provided otherwise in our offer letter or order confirmation. Contrary terms and conditions shall not apply, even if we do not object to them. Our Standard Terms and Conditions shall apply to all future business relations, even if they are not expressly agreed upon again. 

1.2. Our offers are subject to change without notice. No contract shall be formed until we have issued a written order confirmation or we have shipped ordered goods to the customer. The contents of order confirmations, delivery tickets, and other confirmatory writings from us shall be deemed to have been acknowledged by the Client as accurate unless the Client promptly objects in writing within no more than four (4) business days of receipt. When a Client orders goods or works, the Client makes a binding declaration that he intends to place an order. We shall be entitled to accept the contract offer inherent in the order within two (2) weeks after receipt. Acceptance can be made either in writing or by delivery of the goods or works to the Client.

1.3. We reserve the right to make technically necessary or expedient changes to the products. Dimensions, illustrations, and drawings serve only to provide preliminary information to the Client and must be confirmed by us in writing in order to be binding. Information on features and capabilities of the products is for purposes of illustration and is not binding.

1.4. Unless otherwise expressly agreed in detail, the following shall apply, in the order indicated, to supplement the contents of the agreement: the stipulations and specifications in the offer letter, the construction plans and performance specifications, these Standard Terms and Conditions, Part B of the Standard Building Contract Terms (VOB/B), as currently amended, and the general provisions of the Civil Code.

1.5. The agreement is entered into provided that we are supplied by our suppliers in a proper and timely manner. This shall apply only in the event we are not responsible for the non-delivery, particularly if we have executed proper covering transactions with our supplier. The Client shall be promptly informed that the service is not available. The consideration shall be promptly refunded. 

2. Cost estimate/preliminary work 
2.1. If the Client requests a binding price quote, there must be a written cost estimate. The work and the materials needed to manufacture the piece shall be listed in detail in the cost estimate, along with the price for each. The contractor shall be bound to this cost estimate until the expiration of a (4) week-period after it is made.

2.2. There shall be a charge for cost estimates, based on the agreement.

2.3. There shall also be a charge, based on the agreement, for preliminary work, such as preparing specifications, planning documents, plans, drawings, and models, ordered by the Client.

2.4. If an order is placed based on the cost estimate, any charges for the cost estimate and the costs of any preliminary work shall be set off against the invoice for the order. 

3. Delivery 
3.1. Delivery dates or periods shall be binding only if they are agreed upon with the Client or confirmed by us in writing. Delivery periods shall commence on the date the order is confirmed and after any technical questions have been clarified and documents, after plans that are to be provided by the Client have been received and subject to duly fulfillment of its payment obligations by the Client. 

3.2. Unforeseeable events, such as force majeure, delivery or transport delays, or industrial disputes, shall release us from the duty to make timely delivery for their duration; to the extent we are not responsible for such events. Delivery periods shall be extended by the duration of the disruption. If the disruption lasts for more than six (6) months, either Party may rescind the agreement. The Client shall have no claim to damages in this regard.

3.3. If we default, the Client shall not be entitled to rescind the agreement until it has given a warning and set a reasonable deadline for performance or cure. Damage claims shall be excluded, unless otherwise provided under these Terms and Conditions.

3.4. If the Client is in default in accepting delivery or if the Client is otherwise at fault for a delay in dispatching the goods, we shall be entitled to store the products at the Client’s risk and expense. After a deadline for accepting the products has been set and has expired without effect, we shall be entitled to rescind the agreement and demand damages in lieu of performance. Our further rights shall remain unaffected.

3.5. The risk of accidental loss and accidental deterioration of the merchandise shall pass to the Client with transfer of possession or (for sales shipments) with delivery of the item to the shipper, carrier, or other person or institution intended to ship the merchandise. It shall be the equivalent of delivery of possession if the Client defaults in accepting the merchandise. 

3.6. We shall be entitled to make partial deliveries. As long as the Client is in default on any debt arising from our business relationship, our obligation to deliver shall be suspended.

3.7. Unless otherwise agreed, our goods and services shall be deemed to have been accepted when used (at the latest). We shall be entitled to demand that partial deliveries be accepted.

4. Prices and payment terms 
4.1. All prices shall be calculated in accordance with the price list in effect when the order is confirmed, unless otherwise agreed or unless indicated directly on the order confirmation. All prices are ex warehouse plus transportation and transportation insurance expenses and value-added tax. The Client shall bear any check or bill-of-exchange fees. 

4.2. Unless otherwise agreed, the Client shall make payment net within 21 days of invoicing. 

4.3. When payment is made by bank transfer, check, or bill of exchange, the value date shall be deemed to be the date of receipt. We will accept checks and bills of exchange only upon special agreement and only as a conditional payment including all collection and discount charges. 

4.4. If the Client exceeds the period of time allowed for payment, we reserve the right to assert default damages. During the period of default, the Client’s debt shall incur interest at a rate 9% above the base interest rate. We reserve the right to assert and prove higher default damages against the contractor. 

4.5. If the Client fails to meets its payment obligations in accordance with the agreement, or suspends payment, or if we become aware of other circumstances that call the Client’s creditworthiness into question, we shall be entitled to call in the entire remaining debt and to demand payment in advance or the furnishing of security. In such an event, we shall also be entitled to rescind the agreement without setting a deadline for compliance to the extent the agreement has not yet been fulfilled. 

4.6. The Client shall have the right of setoff only if his counterclaims have been determined to be final and absolute by a court of law or have been recognized by us. The Client can exercise a right to withhold payment only if his counterclaim is based on the same contractual relationship. 

4.7. If the design, execution, or dimensions of the item are changed with respect to our offer or confirmation letter, whether it be at the Client’s request, due to technical requirements or unforeseen difficulties or other circumstances that are beyond our control, we shall be entitled to charge the additional expense to the Client. 

4.8. Our claims against contractors for compensation for our labor shall become time-barred in five years. 

5. Reservation of title 
5.1. With respect to agreements with contractors, we reserve title to the merchandise until all debts arising out of our ongoing business relationship have been paid in full. 

5.2. The Client shall handle the merchandise with care. If maintenance and inspection work is necessary, the Client shall perform it regularly at his own expense. The Client shall promptly report any seizure of the merchandise by third parties, e.g. in the event of attachment, or any damage or destruction of the merchandise. The Client shall promptly report to us any change in possession of the merchandise and any change of residence on his own part. If the Client violates the agreement, particularly by defaulting on payment or violating any duty under these Terms and Conditions, we shall be entitled to rescind the agreement and demand the return of the merchandise.

5.3. The Client may only dispose of the products in the normal course of business and provided the Client agrees to a corresponding reservation of title. To this end, the Client here and now assigns to us all resulting receivables in the amount of the receivables outstanding from us and all rights arising from the reservation of title. The power hereby granted to the Client is revocable. We reserve the right to collect the receivable ourselves as soon as the contractor ceases to duly fulfill its payment obligations and defaults in making payments.

5.4. In the event of the processing or combination of the products, the Client here and now transfers title to us as collateral in the amount of the price of the reserved products and shall keep the articles in safe custody for us at no charge. The Client shall assume the handling or processing of the reserved products on our behalf but without our incurring any obligation as a result. Should the reserved products be processed in conjunction with articles that are not owned by us, we shall acquire joint title to the new article based on the value of the product supplied by us in proportion to the other articles processed. The same shall apply if the goods are mingled with articles that are not owned by us.

5.5. If the value of our collateral exceeds the face value of the outstanding receivables by more than ten percent (10%), we shall release collateral upon request. 

5.6. Should we lose our title to products supplied under a reservation of title because the products have become significant components of a piece of real property or a building, we may remove the supplied products from the real property or building at the Client’s expense and store the same until such time as all current and future receivables arising from the business relationship have been paid. Upon separation from the real property or building, the articles shall become our property once again. The Client is obligated to promptly inform us of any existing liens or other third-party rights and to discharge the same, as well as to ensure the recovery of our unencumbered title. 

5.7. The Client is obligated to adequately insure the products supplied under a reservation of title, or the articles arising through combination, mingling, or processing, against all typical risks, including but not limited to fire, burglary, and water hazards, and to handle the products or articles with due care. 

6. Liability for defects 
6.1. The Client must inspect the delivery immediately upon receipt and promptly notify us in writing with respect to any objections and any patent or latent defects, no later than one (1) week after receipt or detection. The Client shall lose his rights in respect of liability for defects and compensation claims regarding the absence of warranted qualities unless the Client inspects the delivery immediately upon receipt but no later than prior to the handling, processing, consumption, use, installation, or transfer to a third party, and unless the Client notifies us in writing as to any objections within one (1) week. Following the expiration of these periods, or  twelve (12) months after delivery at the latest, all rights in respect of liability for defects and compensation claims shall be excluded. Timely dispatch shall suffice for purposes of observing the aforementioned periods. The burden of proof shall rest entirely with the Client for all claims-related requirements, and specifically for the defect itself, for the time of detection of the defect, and for timeliness of notice of the defect. 

6.2. In the event of justified claims in respect of defects, we shall either provide cure of the same or perform remanufacture, at our option. Replaced parts shall become our property insofar as they were not already owned by us. If we genuinely and definitively refuse to effect performance, refuse to remove or cure the defect because of unreasonable costs, or if the cure proves unsuccessful or is unacceptable to the Client, the Client may, at his option, only demand a reduction of our fees (“reduction”) or rescission of the agreement (“rescission”) and compensation, subject to the limitation on liability, in lieu of performance. However, in the event of a merely minor breach of contract, specifically in the case of merely slight defects, the Client shall have no right of rescission. Furthermore, if the Client, because of a defect in title or in material, elects to rescind the contract after cure has proven unsuccessful, the Client shall have no right to compensation for the defect. If the Client elects compensation after cure has proven unsuccessful, the product shall remain in the Client’s possession if this arrangement is acceptable to the Client. The compensation shall be limited to the difference between the sales price and the value of the defective article. This provision shall not apply if we fraudulently caused the contractual breach. There shall be no claim in respect of liability for defects if the supplied products are defective because of faulty maintenance or cleaning, damage, or improper use, handling or repair. Claims in respect of liability for defects and compensation claims against us for third-party goods or products that are combined with our goods and services or are used in combination with the same are hereby excluded, and we shall assign to the Client any liability claims we hold against the supplier of the third-party delivery. Unless otherwise agreed, we do not accept liability for defects is respect of the operability of our goods and services insofar as the Client combines them with any third-party product or operates them in conjunction with the same. Should the Client receive defective assembly instructions, we are only obligated to supply non-defective assembly instructions, even if the defect in the assembly instructions impedes proper assembly. 

6.3. If the purchaser or the purchaser's customer has installed or fixed our goods on real estate or in a construction and if, furthermore, the provisions of § 439 paragraphs 2 and 3 of the German Civil Code apply, then we are entitled, at our own discretion, to demand the dismounting of the defective goods and installation of goods that are free from defects or to provide reimbursement of the expenses incurred.

6.4. If we are not responsible for the breach occurring in a defect, the Client is not entitled to rescind the agreement. Rights of the Client concerning defects that do not affect a construction or a work that exists for this purpose in the provision of planning and supervisory services shall become time-barred with respect to contractors one (1) year from acceptance of the work. This provision shall not apply if the Client has not notified us of the defect in a timely manner (par. 1 of this provision). The short limitations period shall not apply if we may be held liable for gross negligence or in the case of any bodily injury or injury to health that is attributable to us, or in the event of the loss of the Client’s life. The foregoing shall also be without prejudice to our liability under the Product Liability Act. 

6.5. In the event of the fraudulent concealment of defects or the granting of a warranty of quality, no other claims shall be affected. The Client shall receive no warranty from us in the legal sense.

6.6. To the extent permitted by law, any other claim, in particular concerning consequential losses, are excluded. To the extent permitted by law, all compensation claims, even based on affirmative breach of contract, tortious acts, and in particular based on product liability or other legal grounds, may only exist against us in the event of wrongful intent or gross negligence. We shall be liable for ordinary negligence if material contractual duties have been breached and the breach is attributable to our business organization. Such claims shall become time-barred in six (6) months, and the relevant periods of limitation shall begin upon delivery. 

6.7. Unless otherwise provided in these Terms and Conditions, all other claims are excluded. 

7. Liability 
7.1. We shall not be liable for breaches of duty resulting from ordinary negligence. Furthermore, our liability is limited to the average loss that is foreseeable, typical of the contract, and direct based on the type of work. This shall also apply in the case of breaches caused by the ordinary negligence of our legal representatives or our agents. 

7.2. The foregoing limitations on liability shall not affect any claims of the Client based on product liability. Furthermore, the limitations on liability shall not apply in the case of any bodily injury or injury to health that is attributable to us, or if the Client should lose his life and such loss is attributable to the contractor.

8. General Provisions 
8.1. Any and all changes and additions to the agreement and to these Terms and Conditions must be made in writing in order to be valid. 

8.2. If any of the foregoing provisions is found to be void or invalid, this shall not affect the validity of the remaining provisions. If any provision of these contractual Terms and Conditions is found to be invalid, such provision shall be replaced, taking into account the remaining provisions hereof, by a valid provision that most closely approximates the economic purpose of the invalid provision. 

8.3 The legal relationship between the Client and us shall be governed by the laws of the Federal Republic of Germany exclusively. Application of international conventions on the cross-border sale of goods is excluded.

8.4. If the Client is a merchant as defined in the Commercial Code, a legal entity under public law, or a special fund under public law, the Parties agree that the exclusive place of jurisdiction for all disputes arising, whether directly or indirectly, out of the agreement shall be our commercial domicile, with the understanding that we may also sue the Client in his general place of jurisdiction. The same shall apply if the Client has no general place of jurisdiction in Germany or if his domicile or usual place of abode is unknown at the time of filing the action.

8.5. The Client acknowledges that his personal data shall be recorded and processed to the extent commercially necessary in the course of our business. The Client hereby grants his consent for this purpose and is deemed to have been given notice pursuant to § 33 par. 1 of the Federal Data Protection Act. 

§ 1 Application

These Terms and Conditions of Purchase shall apply to all business transactions with the supplier or other contractors (hereinafter referred to as ‘Supplier’), even if they are not mentioned in subsequent orders. They shall also apply if the Supplier, in particular when accepting the order or in the order confirmation, refers to its own terms and conditions and we do not expressly object to them. Deviations from these Terms and Conditions of Purchase shall only be effective if we confirm them in writing.

§ 2 Supplier Guidelines

Our supplier guidelines shall apply in their currently valid version. You can find them here as a PDF document.

§ 3 Order

3.1 The supplier's offers are binding for us and free of charge.

3.2 Orders – including those placed verbally or by telephone – are only binding for us if we have issued them in writing (by EK). We place orders exclusively on the basis of the terms and conditions stated in the order or in other written instructions and, unless otherwise agreed, these General Terms and Conditions of Purchase.

3.3 Business correspondence printed out by data processing systems (e.g. orders, invoices) is legally binding even without a signature.

3.4 Drawings and tolerance specifications provided by us are binding. By accepting the order, the supplier acknowledges that he has familiarised himself with the type and scope of the service by inspecting the order documents. We are not bound by obvious mistakes, typing errors or miscalculations in the documents and drawings provided by us. The supplier is obliged to notify us of such errors so that our order can be corrected and resubmitted. This also applies to missing documents.

3.5 Orders must be confirmed to us within five working days of the order, otherwise we are entitled to revoke them.

3.6 Deviations from our order in terms of quantity and quality and other changes shall only be deemed to have been agreed if we have confirmed them.

3.7 If the supplier produces and/or delivers according to specified plans, samples, drawings, etc., the supplier is obliged, at its own responsibility, to check whether the technical specifications on which our order is based correspond to the status of the documents available at the supplier (comparison of the planned date or the drawing version). Furthermore, the supplier is obliged to check whether the goods delivered by him also comply with the latest valid regulations and provisions, e.g. according to DIN or relevant accident prevention regulations and the recognised rules of technology, with regard to their intended use by us or by our end customer. We are not obliged to accept deliveries of goods that do not correspond to our order, including with regard to the specified drawing date or specific product requirements. The contact person responsible for missing or deviating drawings is listed in the letterhead of the order letter. If we provide material for processing, this must be checked by the supplier in advance.

§ 4 Prices and terms of payment

4.1 The agreed prices are fixed and include all additional costs such as packaging, insurance, etc. They include free delivery to the recipient's premises. The supplier must ensure that the goods are covered by insurance until they are received. The supplier will not grant us prices and conditions that are less favourable than those granted to other customers if and to the extent that the latter offer the supplier the same or equivalent conditions.

4.2 If acceptance is prevented by force majeure, the supplier shall have no claim to counter-performance or damages. In this case, the supplier shall store the goods at its own expense and risk until we take delivery of them.

4.3 Unless otherwise agreed, we shall pay within 30 days less 4% discount or within 60 days net, in each case after receipt of the invoice, subject to the proper receipt of the goods.

4.4 Invoices, delivery notes, order confirmations, test certificates and other correspondence must include our complete order, item and article numbers as well as the order number. Invoices and delivery notes must always be submitted in duplicate. If these requirements are not met despite our request, invoices shall be deemed not to have been received until the supplier has clarified or completed them.

4.5 Claims of the supplier against us may only be assigned to third parties with our consent. Payments will only be made to the supplier.

§ 5 Delivery and delivery times

5.1 The goods must be received at the receiving centre we have specified within the delivery period, which begins on the date of our order, or by the delivery date. Direct deliveries must be notified to the purchasing department by means of a delivery notice. Any additional costs incurred for expedited transport in order to meet the delivery date shall be borne by the supplier.

5.2 The agreed delivery time must be strictly adhered to. The proviso of timely delivery to us by our suppliers is excluded. If delays are to be expected, the supplier must notify us immediately and obtain our decision on maintaining the order. If the delivery date and a grace period set by us have not been met, we are entitled, at our discretion, to withdraw from the contract or to claim damages for non-performance, without prejudice to further legal claims. In addition, the supplier must reimburse us for all additional costs incurred as a result of the delayed delivery or service.

5.3 If the supplier is in default, we shall be entitled to demand a contractual penalty of 0.4% of the net order value per week or part thereof, up to a maximum of 5% of the net order value, and/or to withdraw from the contract. Any contractual penalty paid shall be set off against our claim for damages, which shall otherwise remain unaffected.

5.4 If the supplier is unable to meet a delivery date due to force majeure, it shall notify us thereof without undue delay. In this case, we shall be entitled to either postpone the acceptance period or, if our interest in the delivery is substantially reduced, to withdraw from the contract in whole or in part or to claim price reductions.

5.5 Delivery and shipment are at the expense and risk of the supplier to the receiving centre specified by us. Partial deliveries are only permissible on the basis of written agreements; otherwise we can refuse acceptance. In any case, partial deliveries are not to be regarded as independent business. The outstanding quantity remaining is to be indicated in writing.

5.6 We are not obliged to accept delivery before the delivery date has expired.

5.7 All goods, including individual packages in a mesh box or on a pallet, must be labelled without exception and clearly with the VS article number, the VS order number, the VS article designation and the delivered quantity. The delivery of different articles in/on one pallet without detailed labelling of the individual articles is not permitted, unless a different regulation has been agreed with us in advance in individual cases. All delivery notes and/or freight documents must be attached in a clearly visible manner upon delivery.

5.8 We shall only be obliged to accept deliveries if the deliveries are made using exchangeable loading aids (EPAL-EURO lattice boxes, EPAL-EURO flat pallets). The use of disposable pallets and special pallets is only permitted with our prior consent. The maximum permissible pallet height is 1,000 mm. Pallet heights over 1,000 mm are only permissible with our prior consent. The weight of a single pallet must not exceed 1,000 kg. For handling reasons, individual packages must not exceed 15 kg. For more information, see the Packaging Manual.

§ 6 Acceptance

6.1 We shall only be obliged to accept the ordered goods if they correspond to our order and/or samples approved by us in terms of specification and quality.

6.2 Depending on the agreement, factory test certificates must arrive with the respective delivery or be sent immediately upon request.

6.3 If the zero-error requirement is violated, we shall be entitled to reject the goods.

6.4 We shall be entitled to reject and object to deliveries that do not correspond to our order with regard to both the delivery periods and the scope of delivery. Any costs arising from this shall be borne by the supplier.

§ 7 Claims for defects

7.1 The supplier expressly warrants that the goods sold are in conformity with the samples or models supplied by him and approved by us, with our order or, if our order was placed merely by reference to an offer made by the supplier, with his offer. Furthermore, the supplier warrants that the goods delivered by him also comply with the latest regulations and provisions applicable to their intended use by us or our end customers, e.g. in accordance with DIN or relevant accident prevention regulations, and with the recognised rules of technology.

7.2 We are not bound by deadlines with regard to the inspection of the delivered goods and the notification of defects of any kind, whether obvious or hidden. Defects that are only detected during processing or at our customer's premises and then reported shall be deemed to have been reported in good time. In the event of defective goods, we shall be entitled, at our discretion, to demand subsequent performance, a price reduction, rectification of the defect free of charge or to withdraw from the contract.

7.3 If the supplier fails to comply with our request to rectify or replace defective goods in a timely manner, we shall be entitled to claim damages. In any case, the supplier shall bear all costs arising from the delivery of defective goods. This also applies to those costs that arise from the fact that the defective goods are forwarded to our customers and must be repaired or replaced there or after the defective goods have been returned to our factory.

7.4 If the goods delivered to us by the supplier fulfil the requirements of § 439 (2) and (3) BGB and if we are held liable by our customer or by a customer of our customer with regard to the expense of dismantling the defective item and installing or replacement of a defect-free item, the supplier shall reimburse us for all claims asserted against us, without the supplier being entitled to the right to carry out the removal and reinstallation itself vis-à-vis us or our customer.

7.5 The supplier's liability for defects shall be five years from receipt of the delivery.

7.6 We may return goods that have been the subject of a complaint at the supplier's expense.

7.7 Unless otherwise provided above, claims for defects shall be governed by the statutory provisions.

§ 8 Industrial Property Rights

8.1 The supplier warrants that no patent or industrial property rights of third parties are infringed by his performance to us. He shall indemnify us and our customers against all claims arising from the culpable infringement of such industrial property rights.

8.2 This shall not apply if the supplier has manufactured the delivered goods according to drawings, models or other equivalent descriptions provided by us or has manufactured them in another form and was innocently unaware that industrial property rights were being violated.

§ 9 General liability

9.1 The supplier shall indemnify us against any third-party claims asserted against us due to culpably caused poor performance by the supplier. The same applies to product liability claims based on defective performance by the supplier.

9.2 The supplier warrants that it will pay the applicable minimum wage or a higher remuneration and fulfil any other payment claims in a timely manner in accordance with the provisions of the German Minimum Wage Act (MiLoG) and/or the German Posted Workers Act (AEntG) or any other regulations based on these; the supplier shall be fully and unrestrictedly liable to VS for the fulfilment of the resulting claims/receivables. Furthermore, the supplier shall ensure that the above provisions are equally applied when commissioning a subcontractor or a chain of subcontractors. Upon request, the supplier shall provide us with the information and documents required to verify compliance with the statutory provisions; the supplier shall be obliged to assist us in defending against actions for payment brought against us on the basis of employer liability under the MiLoG or the AEntG.

§ 10 Tools and drawings

10.1 All drawings, models, tools, testing equipment, brands, layouts and similar items provided for the execution of orders remain our property and may not be passed on to third parties or used for advertising purposes without our written consent. They are to be returned immediately without special request after the order has been executed or the supply relationship has ended.

10.2 Forms, tools, devices, etc. that have been produced or procured in whole or in part at our expense become our property upon procurement. They shall be carefully stored, maintained or replaced by the supplier for us so that they are usable at all times.

10.3 In the event of manufacturing and delivery difficulties on the part of the supplier, in particular in the cases of § 4.2 sentence 4 and § 6.3 sentence 1, we shall be entitled to demand the immediate surrender, free of charge, of the tools, moulds, devices, etc. paid for by us in whole or in part, without the supplier having any right of retention.

10.4 Production systems, control and/or regulator units, measuring devices and measuring instruments must be designed to be calibratable. Ordered items will be supplied calibrated; this basic calibration is included in the quoted price.

10.5 Products manufactured with the production equipment mentioned in § 10.1 and 10.2 or marked products may only be delivered to third parties with our written permission.

§ 11 Storage, ownership

11.1 Provided material remains our property. It is to be stored separately as such and may only be used for our orders. The supplier is liable for any reduction in value or loss, even if not at fault.

11.2 The objects that are produced with the material provided by us are our property in the respective state of production. The supplier stores these objects for us; the costs for the storage of the objects and materials stored by us are included in the purchase price.

§ 12 Business secrets

The supplier is obliged to treat our orders and all associated commercial and technical details as business secrets.

§ 13 Rescission

We are entitled to withdraw from the contract in whole or in part without compensation if

a) the economic situation of the supplier deteriorates to such an extent that, in our opinion, fulfilment of the contract appears to be at risk or

b) the supplier ceases payments or

c) out-of-court or judicial insolvency proceedings are initiated or the opening of insolvency proceedings is rejected due to a lack of assets.

§ 14 Place of performance and jurisdiction

14.1 The place of performance for the delivery and the place of jurisdiction is Tauberbischofsheim. A different place of performance for the delivery may be agreed.

14.2 The law of the Federal Republic of Germany shall apply exclusively, excluding the uniform international law on sales.

14.3 Should any of the provisions of these Terms and Conditions of Purchase or of other contractual agreements with the supplier be or become invalid, this shall not affect the validity of the remaining provisions or agreements.

14.4 Upon receipt of these General Terms and Conditions of Purchase, all previously valid terms and conditions of purchase shall become invalid.

rsion is binding.

These Instructions apply to service providers (Contractors) which perform activities in our company, VS Vereinigte Spezialmöbelfabriken GmbH & Co. KG (referred to as the Client or VS below). Such activities include construction, assembly and maintenance work, among other things. The General Terms and Conditions of Business for Cooperation with Service Providers form part of the order. Applicable statutory provisions and the regulations of the accident insurers, as well as the Terms and Conditions of Business for Cooperation with Service Providers, are binding and must be observed.

VS places great value on occupational safety, environmental protection and the efficient use of energy. The applicable regulations and instructions must be adhered to! A responsible VS employee will be designated to support the work activities on the company site. It is necessary to enter into contact with this VS employee prior to the start of the work in order to coordinate the work and to conduct joint discussions in order to determine and evaluate possible risks. The responsible VS employee has the authority to issue instructions regarding occupational safety and fire and environmental protection. The service provider’s managers and employees will ensure that these instructions and regulations are adhered to. The service provider’s managers are responsible for ensuring that the work is conducted in accordance with instructions and regulations and for providing the necessary protective equipment.

1. Service provider’s personnel
The service provider’s personnel must be suitable for the tasks entrusted to them and must be instructed in the work to be performed. Persons who violate our company’s occupational safety and accident prevention regulations or who fail to adhere to these may be excluded from the premises and must be replaced by the Contractor.

2. Subcontractors
If subcontractors are called on to perform work then the Client must be informed of this in advance. The use of subcontractors can be refused by the Client. The use of subcontractors must be agreed to by VS. Subcontractors are subject to the same rules as service providers. 

3. Company site
Presence on the company site is permitted only in areas that are directly relevant for the work that is to be carried out. The service provider’s employees must sign in when entering the company site and sign out when leaving it.  Presence on the company site is permitted only with a service provider ID. Photos, video and audio recordings are prohibited throughout the entire site.

4. Naked flames
Naked flames are prohibited everywhere on the VS site. If they should be required then a welding authorization must be obtained from the company fire service.

5. Smoking
Smoking on the site is permitted only in the designated areas.

6. Hazardous substances
When handling or working with hazardous substances, it is necessary to observe the corresponding safety data sheets. These substances may only be used for the defined purpose. They must be used sparingly. Under no circumstances may they enter the drainage system.

7. Operating equipment, data media
Operating equipment used by the service provider must comply with legal requirements. The use of VS’s operating equipment is permitted only after presentation of acceptable certifications and with the express authorization of the responsible VS employee.

Before external data media are used on VS systems/equipment, it is essential for the responsible VS employee to perform a full virus check.

8. Electrical systems
Work at electrical systems may only be performed by VS’s electrical staff. In exceptional cases and subject to the prior express agreement of the WIV-E Team Head, service providers may be permitted to perform such work.

9. Safety equipment
The manipulation of safety equipment is prohibited! In exceptional cases and subject to the prior express agreement of one of the WIV-E/WIV-H/WIV-M Team Heads, service providers may be permitted to perform such operations.

10. Escape and rescue routes
Before starting work, inform yourself about the escape and rescue routes as well as the emergency equipment. In the event of a dangerous situation, an alarm is sounded by means of sirens. If the siren sounds, leave the building immediately and go to the assembly point (see situation diagram).

11. Emergencies
In the event of an emergency, you can call the emergency coordination centre on 

112
Please note your location in the building and the department.
Caution: Always designate a person to guide the rescue service!
In the event of an accident at work, the responsible VS employee must always be informed.
The personnel designated by the service provider will be instructed on-site by the responsible VS employee. Adherence to the topics of instruction must be confirmed by the service provider’s personnel and documented in writing.