DeutschEnglishру́сскийPolski

no news in this list.

Association of German Machine and Plant Engineering (VDMA) Terms and Conditions for the Delivery of Machinery for Domestic Business

For use with respect to:
1. a person who upon conclusion of the contract acts in the performance of its commercial or independent professional work (entrepreneur);
2. legal persons under public law or special funds under public law.

AGB's zum Download

Klicken Sie diesen Link, um unsere AGB's im PDF-Format downloaden zu können.

I. General information


1. All deliveries and services shall be based on these conditions plus any separate contractual agreements. Divergent purchasing conditions of the Purchaser shall not become a part of the contract even upon acceptance of the order.

In the absence of a special agreement, a contract shall come into being only with the Supplier’s written order confirmation.

2. The Supplier shall retain title and copyright to samples, cost estimates, drawings and similar information in physical and non-physical (including electronic) form; they must not be made accessible to third parties. The Supplier shall undertake to make accessible to third parties information and documents designated as confidential by the Purchaser only with the latter’s permission.

II. Price and payment

1. In the absence of a special agreement, the prices shall apply ex works, including loading in the works, but not including packing and unloading. Value added tax at the current rate will be added to the prices.

2. In the absence of a special agreement, payment must be paid without any deduction to the Supplier’s account, with a third as a down payment after receipt of the order confirmation, a third as soon as the Purchaser has been informed that the main parts are ready for dispatch and the residual amount within one month after passage of risk.

3. The Purchaser shall only be entitled to withhold payments or offset against counterclaims insofar as its counterclaims are undisputed or have been finally established in law.

III. Delivery time, delay in delivery

1. The delivery time shall be specified in the agreements between the contracting parties. Compliance with the deadline by the Supplier shall be conditional upon all commercial and technical questions between the contracting parties having been clarified and upon the Purchaser having fulfilled all its obligatory duties, such as providing the requisite official certificates or approvals or making a down payment. If this is not the case, the delivery time shall be extended by a reasonable period. This shall not apply insofar as the Supplier is to blame for the delay concerned.

2. Compliance with the delivery deadline shall be subject to the proviso of correct and punctual deliveries to the Supplier itself. The Supplier shall notify the Purchaser as soon as possible of any imminent delays.

3. The delivery deadline shall be construed as met when the delivery item has left the Supplier’s facility before the deadline has expired or the Purchaser has been notified of its readiness for dispatch. If an acceptance test has to be conducted, then (except in cases of justified refusal to accept) the date of the acceptance test shall be determinant, alternatively notification of readiness for acceptance-testing.

4. If the dispatch or the acceptance of the delivery item is delayed for reasons within the Purchaser’s responsibility, then it shall be invoiced with the costs incurred by the delay, beginning one month after notification of readiness for dispatch or acceptance-testing.

5. If non-compliance with the delivery deadline is attributable to force majeure, labour disputes or other events which are beyond the Supplier’s control, the delivery time shall be extended by a reasonable period. The Supplier shall inform the Purchaser as soon as possible of the beginning and end of such circumstances.

6. The Purchaser may withdraw from the contract without giving notice if the entire work becomes definitely impossible for the Supplier prior to passage of risk. The Purchaser may in addition withdraw from the contract if in the case of a particular order it becomes impossible to carry out part of the delivery and it has a justified interest in declining the part-delivery. If this is not the case, the Purchaser must pay the contractual price accounted for by the part-delivery concerned. The same shall apply in the event of Supplier’s incapacity. Other- wise Section VII.2 shall apply.
If the impossibility or incapacity occurs during delay of acceptance, or if the Purchaser is solely or predominantly responsible for these circumstances, it shall remain obligated to provide a quid pro quo.

7. If the Supplier defaults and if the Purchaser suffers loss or damage thereby, it shall be entitled to demand a lump-sum compensation for such default. This shall amount to 0.5% for each full week of delay, but in total not more than 5% of the value of that part of the overall delivery which as a result of the delay cannot be utilised in good time or not in accordance with the contract.
If the Purchaser (taking into account the legal exceptions) sets the Supplier a reasonable deadline after the due date to perform the work, and if this deadline is not met, the Purchaser shall be entitled to withdraw from the contract within the framework of the statutory provisions applying.

Further claims arising from the default on delivery shall be governed solely by Section VII.2 of these conditions.

2. AfterconsultingwiththeSupplier,thePurchasermustprovideitwiththerequisitetimeandopportunityfor the reworking and replacement deliveries deemed necessary by the Supplier; otherwise the Supplier shall be released from liability for the resultant consequences. Only in urgent cases (of which the Supplier must be informed immediately) involving a risk to the safety of operations or in order to avert unacceptable high loss or damage, the Purchaser shall be entitled to remedy the defect itself or have it remedied by third parties, and to demand that the Supplier reimburse it for the expenditure required.

3. Of the direct costs entailed by the reworking or replacement delivery, the Supplier shall bear, insofar as the complaint proves to be justified, the costs of the replacement piece including dispatch. The Supplier shall also bear the costs of removal and installation of the replacement piece, plus the costs for any necessary provision of the requisite fitters and assistants, including travel costs, insofar as this does not entail an unreasonable burden for the Supplier.

4. The Purchaser has, within the framework of statute law, a right to withdraw from the contract if the Supplier – taking all due account of statutory exceptions – has permitted to expire fruitlessly a reasonable deadline, set for it to perform the reworking job or supply a replacement due to a redhibitory defect. If the defect concerned is merely an insignificant one, the Purchaser shall have only a right to reduction of the contractual price. The right to reduction of the contractual price shall otherwise remain ruled out.
Further claims shall be governed by Section VII.2 of these conditions.

5. No warranty will be given for the following cases in particular: Unsuitable or improper use, faulty installation and/or commissioning by the Purchaser or third parties, natural wear and tear, faulty or negligent handling, inadequate maintenance, unsuitable equipment, defective construction work, unsuitable subsoil, chemical, electrochemical or electrical influences – unless they fall within the Supplier’s sphere of responsibility.

6. If the Purchaser or third party does not carry out the rework job with proper care, the Supplier shall bear no liability for the consequences arising therefrom. The same shall apply to changes to the delivery item made without the Supplier’s prior written permission.

Deficiencies in title

7. If the use of the delivery item leads to violations of industrial property rights or copyrights in the Federal Republic of Germany, the Supplier shall at its own expense in all cases either procure for the Purchaser the right to continue using it, or shall modify the delivery item in a manner acceptable to the Purchaser in such a way that the violation of the industrial property right concerned no longer applies.

If this is not possible on financially reasonable conditions or within a reasonable period, the Purchaser shall be entitled to withdraw from the contract. Under the above-mentioned preconditions, the Supplier shall also be entitled to withdraw from the contract.

In addition, the Supplier shall indemnify the Purchaser against claims of the industrial property right owners involved which are undisputed or have been finally established in law.

2. AfterconsultingwiththeSupplier,thePurchasermustprovideitwiththerequisitetimeandopportunityfor the reworking and replacement deliveries deemed necessary by the Supplier; otherwise the Supplier shall be released from liability for the resultant consequences. Only in urgent cases (of which the Supplier must be informed immediately) involving a risk to the safety of operations or in order to avert unacceptable high loss or damage, the Purchaser shall be entitled to remedy the defect itself or have it remedied by third parties, and to demand that the Supplier reimburse it for the expenditure required.

3. Of the direct costs entailed by the reworking or replacement delivery, the Supplier shall bear, insofar as the complaint proves to be justified, the costs of the replacement piece including dispatch. The Supplier shall also bear the costs of removal and installation of the replacement piece, plus the costs for any necessary provision of the requisite fitters and assistants, including travel costs, insofar as this does not entail an unreasonable burden for the Supplier.

4. The Purchaser has, within the framework of statute law, a right to withdraw from the contract if the Supplier – taking all due account of statutory exceptions – has permitted to expire fruitlessly a reasonable deadline, set for it to perform the reworking job or supply a replacement due to a redhibitory defect. If the defect concerned is merely an insignificant one, the Purchaser shall have only a right to reduction of the contractual price. The right to reduction of the contractual price shall otherwise remain ruled out.
Further claims shall be governed by Section VII.2 of these conditions.

5. No warranty will be given for the following cases in particular: Unsuitable or improper use, faulty installation and/or commissioning by the Purchaser or third parties, natural wear and tear, faulty or negligent handling, inadequate maintenance, unsuitable equipment, defective construction work, unsuitable subsoil, chemical, electrochemical or electrical influences – unless they fall within the Supplier’s sphere of responsibility.

6. If the Purchaser or third party does not carry out the rework job with proper care, the Supplier shall bear no liability for the consequences arising therefrom. The same shall apply to changes to the delivery item made without the Supplier’s priorwritten permission.

Deficiencies in title

7. If the use of the delivery item leads to violations of industrial property rights or copyrights in the Federal Republic of Germany, the Supplier shall at its own expense in all cases either procure for the Purchaser the right to continue using it, or shall modify the delivery item in a manner acceptable to the Purchaser in such a way that the violation of the industrial property right concerned no longer applies.

If this is not possible on financially reasonable conditions or within a reasonable period, the Purchaser shall be entitled to withdraw from the contract. Under the above-mentioned preconditions, the Supplier shall also be entitled to withdraw from the contract.

In addition, the Supplier shall indemnify the Purchaser against claims of the industrial property right owners involved which are undisputed or have been finally established in law.

8. The obligations of the Supplier specified in Section VI. 7, subject to Section VII. 2, in the event of industrial property rights or copyrights being violated, shall befinal.


They shall exist only if

• the Purchaser informs the Supplier immediately of any violations asserted in regard to industrial property rights or copyrights,

• the Purchaser assists the Supplier to a reasonable extent in fighting the claims asserted, or enables it to carry out the modification work as laid down in Section VI. 7,

• the Supplier retains the right to take all measures for its defence, including out-of-court settlements,

• the deficiency in title is not due to an instruction from the Purchaser, and

• the legal offence has not been caused by the Purchaser having arbitrarily modified the delivery item or having used it in a manner not covered by the contract.

VII. Liability

1. If the delivery item cannot be used by the Purchaser for the contractually agreed purpose, due to culpabili- ty on the part of the Supplier, as a result of ignoring or faultily implementing proposals and advice put forward before or after signing of the contract, or to the violation of other additional contractual obligations, particularly instructions for operating and maintaining the delivery item, then the arrangements specified under Sections VI and VII. 2 shall apply correspondingly, with all further claims by the Purchaser being ruled out.

2. For loss or damage not suffered by the delivery item itself, the Supplier shall be liable (whatever the legal grounds involved) only
a. in the event of wrongful intent,
b. in the event of gross negligence on the part of the owner/the boards or senior executives,
c. in the event of culpable injury to life, limb and human health,
d. in the event of defects which the Supplier has maliciously failed to disclose or whose absence it has guaranteed,
e. in the event of defects in the delivery item, insofar as liability exists under the German Product Liability Act for injury to persons or damage to privately used property.

In the event of culpable violation of significant contractual obligations, the Supplier shall also be liable in the event of gross negligence of non-senior executives and in the event of slight negligence; in the latter case, liability shall be limited to reasonably foreseeable loss or damage typical of the contract.
No further claims shall be accepted.

VIII. Statute of limitations

All claims of the Purchaser, whatever the legal grounds involved, shall become statute-barred in 12 months. Claims for damages under Section VII. 2 a – e shall be governed by the statutory deadlines. These shall also apply to defects in a structure or to delivery items which have been used for a structure in accordance with their customary manner of utilisation, and have caused the structure concerned to be defective.

IX. Software utilisation

If the scope of delivery includes software, the Purchaser shall be granted a non-exclusive right to utilise the software delivered, including its documentation. It is handed over for use on the delivery item intended for the purpose. Utilisation of the software on more than one system is prohibited.
The Purchaser may duplicate, revise, translate the software or convert it from the object code into the source code only to the legally permissible extent (§§ 69 a et seq. of the German Copyright Act (UrhG)). The Purcha- ser shall undertake not to remove manufacturer’s particulars (especially copyright details) or to alter them without the Supplier’s prior explicit permission.
All other rights to the software and the documentation package, including the copies, shall remain with the Supplier or with the software vendor. The granting of sublicences shall not be permitted.

X. Applicable law, place of jurisdiction

1. All legal relationships between the Supplier and the Purchaser shall be governed solely by the law of the Federal Republic of Germany which governs legal relationships between German parties.

2. The place of jurisdiction shall be the court responsible for the Supplier’s place of business. However, the Supplier shall be entitled to file a lawsuit at the Purchaser’s head office.

DMA Maschinen- und Anlagenbau GmbH & Co. KG - Eugen-Diesel-Str. 8 - 37671 Höxter - Tel.: +49 [0] 5271 9706-0