Legal Terms & Conditions

I. General Provisions

1. For the entire business relationship between V.K. Metal Tech and the Buyer, including future relationships, these General Terms and Conditions of Sale and Delivery shall apply exclusively. Any other purchasing conditions or other general terms and conditions of the Buyer are hereby expressly rejected and shall not apply. V.K. Metal Tech reserves the right to amend these General Terms and Conditions of Sale and Delivery for all future business relationships after appropriate notification.

2. If a framework agreement exists between the Buyer and V.K. Metal Tech, these General Terms and Conditions apply to both the framework agreement and the individual order.

II. Conclusion of Contract

1. Offers from V.K. Metal Tech are subject to change and non-binding. Supporting documentation such as illustrations, drawings, weight, and measurement specifications are approximate values unless expressly declared as binding. Drawings or technical documents provided by V.K. Metal Tech remain the property of V.K. Metal Tech. Contracts are concluded exclusively with businesses/entrepreneurs (§ 14 BGB), not with consumers (§ 13 BGB).

2. The Buyer’s orders are binding. Unless V.K. Metal Tech issues a separate written confirmation, the delivery or invoice shall be considered the order confirmation. By placing an order, the Buyer agrees to these General Terms and Conditions. V.K. Metal Tech may acknowledge receipt of the order; this acknowledgment does not constitute a binding acceptance unless explicitly stated. A contract is only formed when V.K. Metal Tech:

   • Expressly accepts the order,

   • Commences performance of the service,

   • Issues an invoice, or

   • Renders the service (in whole or in part).

3. If the Buyer is a merchant (Kaufmann), the written confirmation by V.K. Metal Tech is exclusively decisive for the content of orders and agreements, unless the Buyer objects immediately in writing. This applies particularly to verbal or telephone orders. A notification to V.K. Metal Tech is no longer considered “immediate” if it is not received within seven days.

III. Delivery Date, Scope of Delivery, Default

1. Delivery dates and deadlines are only approximate unless V.K. Metal Tech has provided an express written commitment. If the Buyer fails to clarify order details or provide necessary preliminary services in time, delivery dates will be extended accordingly. Delivery dates are considered met upon notification of readiness for dispatch.

2. V.K. Metal Tech is entitled to make partial deliveries, provided they do not fall below a reasonable minimum.

3. The Buyer must inspect and sign the delivery note. Any objections must be notified to V.K. Metal Tech immediately in writing; otherwise, the acknowledged delivery quantity shall be deemed accepted.

4. In the event of delivery delays due to operational disruptions, official measures, non-delivery by suppliers, or force majeure, the delivery period shall be extended appropriately. Force majeure includes industrial action such as strikes or lawful lockouts at the premises of V.K. Metal Tech or its suppliers. Claims for damages by the Buyer in these cases are excluded within the limits of Section VII (General Limitation of Liability).

5. If the Buyer incurs damage due to a delivery delay caused by V.K. Metal Tech, the Buyer may claim compensation—to the exclusion of further claims—amounting to 0.5% for each week of delay, up to a maximum of 5% of the value of the affected part of the total delivery. In the event of default, the Buyer may rescind the contract after setting a reasonable grace period and stating the refusal to accept performance thereafter, if the service is not rendered within that period. Further claims, especially for damages, are excluded in accordance with Section VII.

IV. Prices and Payment Terms

1. Prices quoted by V.K. Metal Tech are net prices excluding VAT, freight, customs, postage, packaging, insurance, and other expenses, unless otherwise agreed. For brand-new machines, the prices valid on the day of delivery apply. Packaging is charged at cost and is non-returnable.

2. In the absence of special agreements, invoices are due immediately without deduction.

3. In case of late payment, V.K. Metal Tech is entitled to charge interest at 10% above the base interest rate. The right to assert further actual damages remains reserved.

4. The Buyer is only entitled to set-off if their counterclaims are legally established, undisputed, or acknowledged by V.K. Metal Tech.

5. The Buyer has a right of retention only if their counterclaims arise from the same contractual relationship and are legally established or undisputed.

V. Transfer of Risk, Acceptance

1. Risk passes to the Buyer at the beginning of disassembly or loading, even if partial deliveries occur or V.K. Metal Tech has assumed other costs, e.g., shipping or installation. If acceptance is required, it is decisive for the transfer of risk. Acceptance must be performed immediately upon the designated date or after notification of readiness; it may not be refused due to a non-essential defect.

2. If dispatch or acceptance is delayed for reasons not attributable to V.K. Metal Tech, risk passes to the Buyer on the day of notification of readiness for dispatch or acceptance.

VI. Warranty and Notice of Defects

1. V.K. Metal Tech is liable for defects as follows:

   • 1.1 Warranty rights require that the Buyer has complied with their duty to inspect and give notice of defects pursuant to § 377 HGB.

   • 1.2 Warranty claims expire 12 months after delivery. Statutory limitation periods apply to claims for damages involving intent, gross negligence, or injury to life, body, or health.

   • 1.3 Warranty is excluded for the sale of used goods, except for claims mentioned in 1.2.

   • 1.4 If the goods are defective at the time of risk transfer, V.K. Metal Tech will, at its discretion, repair or replace the goods. Opportunity for supplementary performance must be given within a reasonable period.

   • 1.5 If supplementary performance fails, the Buyer may rescind the contract or reduce the purchase price.

   • 1.6 Claims are excluded for: insignificant deviations from agreed quality, natural wear and tear, or defects resulting from improper handling/modifications by the Buyer or third parties after risk transfer.

   • 1.7 Claims for expenses related to supplementary performance (transport, labor, material) are excluded if the goods were moved to a location other than the Buyer’s branch, unless this corresponds to their intended use.

2. The rules of paragraph 1 do not apply to guaranteed characteristics or culpable breach of fundamental contractual duties, which are handled under Section VII.

3. Characteristics are only guaranteed if expressly designated as such in the contract.

4. Damages caused by external influence, improper setup, maintenance, or corrosion are excluded from warranty. Wear parts (rotating parts, drive parts, tools) are excluded.

5. The Buyer must inspect goods immediately and notify V.K. Metal Tech in writing of defects or shortages within seven days of receipt. Hidden defects must be reported immediately upon discovery.

6. Quality defects in partial deliveries do not justify rejecting the entire remaining quantity unless the Buyer proves the partial acceptance is unreasonable.

7. If a defect is found, the Buyer must not modify or hand over the item to third parties, granting V.K. Metal Tech time to inspect and remedy the defect.

8. Transport damages must be reported to the carrier immediately by the Buyer to preserve recourse rights.

9. For justified complaints, V.K. Metal Tech may choose to repair or replace the goods.

10. V.K. Metal Tech bears necessary expenses for defect remedy (transport, labor, etc.), provided the item was not moved from the place of performance.

VII. General Limitation of Liability

1. If the delivered item cannot be used as intended due to faulty advice or breach of collateral duties, the provisions of Section VI and VII.2 apply; further claims are excluded.

2. For damages not occurring on the delivered item itself, V.K. Metal Tech is liable only in cases of:

   • 1. Intent,

   • 2. Gross negligence of owners/executives,

   • 3. Culpable injury to life, body, or health,

   • 4. Fraudulently concealed defects or absence of guaranteed characteristics,

   • 5. Liability under the Product Liability Act. In case of culpable breach of fundamental contractual obligations, V.K. Metal Tech is liable for foreseeable, typical damage; further claims are excluded.

VIII. Retention of Title, Security Interests

1. V.K. Metal Tech retains title to the goods until full payment. In case of breach of contract (e.g., late payment) or insolvency, V.K. Metal Tech is entitled to take back the goods.

2. V.K. Metal Tech is entitled to insure the goods against theft, breakage, fire, and water at the Buyer’s expense unless the Buyer provides proof of their own insurance.

3. The Buyer may resell the goods in the ordinary course of business. The Buyer assigns all claims from such resale to V.K. Metal Tech in advance.

4. Processing or conversion of the reserved goods by the Buyer is always performed for V.K. Metal Tech.

5. V.K. Metal Tech shall release collateral if its value exceeds the secured claims by more than 20%.

6. V.K. Metal Tech acquires a lien on Buyer’s items that have come into its possession for the purpose of contract execution.

IX. Impossibility and Non-Performance

1. Delivery is subject to correct and timely self-supply.

2. If performance becomes impossible due to circumstances for which V.K. Metal Tech is responsible, the Buyer may rescind the contract. Further claims for damages are excluded per Sections VI and VII.

X. Place of Performance, Jurisdiction, Applicable Law

1. Place of performance: 65428 Rüsselsheim am Main, Germany.

2. German law applies, excluding the UN Sales Convention (CISG). If the parties are merchants and headquartered in Germany, the exclusive place of jurisdiction is 65428 Rüsselsheim am Main.

3. Language of the contract: English or German.

XI. Data Protection

V.K. Metal Tech collects and processes personal data in accordance with the GDPR (DSGVO) for the purpose of contract fulfillment. Data is kept only as long as necessary for business or legal (tax) requirements. The Buyer has rights to information, correction, deletion, and data portability.

XII. Legal Validity

1. Should any provision be invalid, the remaining contract remains in force.

2. Changes must be in writing.

3. Legally relevant declarations (rescission, notice of termination) require written form.

Company Information: V.K. Metal Tech e.K. Marktstraße 21, 65428 Rüsselsheim am Main, Germany TEL: +49 6142 4814560 | EMAIL: info@vkmetaltech.de District Court: Darmstadt | Reg-No.: HRA 87839 VAT-ID: DE457001880 | TAX-NO.: 021 832 30510 Owner: Vijay Kumar Joseph