X-RAY INSPECTION SOLUTIONS

1.         General

1.1       These General Terms and Conditions (GTC) shall apply to all present and future business relationships between VisiConsult X-ray Systems & Solutions GmbH (VisiConsult) and its customers (contracting parties) provided the former are not consumers as defined in § 13 BGB (German Civil Code). Other terms than these, in particular General Purchasing Terms and Conditions for the contracting party shall not apply even though VisiConsult may not expressly object to them.

1.2       Upon issuance of the respective purchase order, the contracting party shall accept these General Terms and Conditions and shall consent to their inclusion in the respective contract.

2.         Quotations and Purchase Order, Right to Rescind

2.1       Quotations submitted by VisiConsult shall be subject to change unless their binding application is confirmed in writing. Orders shall be subject to technical changes provided they are acceptable to the contracting party and taking into account the interests of VisiConsult. The documentation attached to any quotation (illustrations, drawings, weight and dimension information, etc.) are provided for the purpose of illustration and, as a rule, contain only approximate details that cannot be the subject matter of any quality agreement and that are only binding and subject matters of the contract if this is stated explicitly and has been agreed upon in writing.

2.2       Contracts shall be deemed executed only if they are made in writing. Oral ancillary covenants shall not be legally binding. Changes to purchase orders must be made in writing and can only be made by individuals who hold representation authority.

2.3       Principally, warranties shall not be granted to the contracting party by VisiConsult. This shall not affect any manufacturers’ warranties. Warranties concerning the product quality shall only become components of the contract if they have been agreed upon in writing.

2.4       VisiConsult shall have the right to rescind from the applicable contract if and to the extent that the mandatorily required components for the fulfillment of the contract with the contracting party cannot be provided in a timely manner by a vendor of VisiConsult, if VisiConsult is not responsible for this problem and if VisiConsult is unable to enter into a suitable backup delivery agreement. In such as case, VisiConsult shall promptly notify the contracting party about the unavailability of the service and shall reimburse any payments already made by the contracting party.

3.         Prices

3.1       Unless otherwise agreed upon, prices shall be in EUR plus the sales or value added tax in effect on the day the invoice is issued as well as any other statutory delivery fees (e.g. taxes, customs duty).

3.2       All prices shall include only the common packaging costs and not the transportation costs.  VisiConsult shall deliver its goods in a manner that is considered standard in the trade and in sales packaging that is suitable for regular shipping. If the contracting party should request special packaging, any additional costs incurred shall be separately billed to the contracting party.

4.         Shipping and Risk Transfer

4.1       Shipping shall be handled for the account and risk of the contracting party. Transportation insurance for the shipment to the handover location determined by the contracting party shall be obtained by VisiConsult in an amount that covers the agreed upon price and shall be separately billed to the contracting party, unless the obtaining of such insurance has been excluded in writing by the contracting party.

4.2       Partial deliveries by VisiConsult shall be permitted and the applicability of § 266 BGB is hereby waived.

5.         Payment Terms, Right to Rescind

5.1       Payments by the contracting party due to VisiConsult shall be made within 30 days after issuance of the invoice without any deductions. Upon expiration of this deadline, the contracting party shall be in default of paying its dues. While the default is ongoing, the contracting party shall pay interest on the compensation due pursuant to § 288 Sect. 1 S. 1, Sect. 2 BGB. This shall not affect the entitlement to payment of commercial due date interest (§ 353 HGB [German Trade Act]). Any deduction of agreed upon cash discounts shall not be permitted if the contracting party is in the arears with the payment of other VisiConsult invoices.

5.2       VisiConsult shall not accept counter drafts.

5.3       If the contracting party should be in default of meeting the payment obligations and/or other obligations, or if the contracting party should suspend payments or contracting party’s assets should become the target of an initiated insolvency processing or if the former is denied due to lack of funds, the entire remaining balance of the debt shall be due for immediate payment.  

5.4       Even as debtor default and/or a not insignificant decline of the asset situation occurs at the end of the contracting party, VisiConsult shall have the right to rescind any and all other not completely fulfilled contracts with the contracting party and shall have the right to demand the forfeiture of any already delivered goods under the title retention protection. This shall be without prejudice to the claiming of further damages.

5.5       The contracting party shall have the right to set off any demands that are undisputed or have been found to be legally effective against accounts payable only. The contracting party shall not have any right to retain payments vis-à-vis legitimate payment entitlements of VisiConsult not based on the same contractual relationship.

6.         Title Retention

6.1       VisiConsult shall retain title to any goods delivered until the agreed upon price has been paid in full and all other accounts receivable resulting from the business relationship with the contracting party have been paid. This shall also apply if any or all accounts receivable owed to VisiConsult are included in a current invoice and the balance has been drawn and accepted.  

6.2       Until the goods under title retention have been paid for in full, they must not be sold to any third parties or offered as pledges or collateral or otherwise be attached by liens. If the goods should be attached or seized, the contracting party shall undertake to promptly notify VisiConsult and shall pay for all costs incurred in connection with the release of the products.

6.3       In the event of contracting party’s contract breaching conduct, in particular in the event of the non-payment of due payment entitlements to VisiConsult, VisiConsult shall have the right to rescind the contract based on the statutory provisions and/or demand the surrender of the goods based on the title retention provision.

6.4       The contracting party shall undertake to treat the provided goods until contracting party attains title to them under the deferred title retention with care and in particular shall not make any unauthorized changes to them. If the performance of maintenance work (hardware) should be required, the contracting party shall have them performed at the party’s own expense.

7.         Delivery Times

7.1       Given that VisiConsult is not the actual manufacturer of the components it processes, binding delivery times can only be provided for goods already in stock at VisiConsult. Incidentally, all stated delivery times shall only be considered anticipated delivery times that are not binding. VisiConsult shall undertake to promptly notify the contracting party of any anticipated delays of the delivery date in writing.

7.2       If a projected anticipated delivery date should be delayed in a manner that is not acceptable for the contracting party, the latter shall have the option to grant VisiConsult a reasonable remedial period and after the unsuccessful expiration of this deadline rescind from the entire or partial contract. Entitlements of the contracting party that go beyond the legal consequences of rescission shall be excluded, including damage compensation entitlements for non-fulfillment, unless the damages are based on an intentional or grossly negligent violation of a cardinal duty by VisiConsult or one of its statutory representatives or fulfillment agents. This liability exclusion shall not extend to entitlements arising from damages to life, body or health that are the result of a negligent breach of duty by VisiConsult or a negligent or intentional breach of duty by a statutory representative or fulfillment agent of VisiConsult.

7.3       The anticipated delivery time projected in the contract shall be extended reasonably under circumstances outside of the control of VisiConsult and that are not based on a breach of duty by VisiConsult. This shall pertain in particular to operational problems, strikes, lockouts, non-delivery by vendors and pandemic or war related delivery delays and delivery problems.

7.4.     In the event that binding delivery times have been agreed upon in the contract, compliance with the former shall be contingent upon the contracting party meeting all participation obligations in full and in a timely manner.

1.) General
The following conditions of purchase apply for all orders as well as frame agreements for deliveries and the service of the distributor. At the same time, these conditions apply exclusively. Deviating conditions of sale of the distributor are hereby explicitly contradicted. An acceptance of any other terms of sale also does not happen by silence or goods acceptance.

2.) Quotations and Orders
Orders are usually made in written form and are transmitted via E-Mail. Alternatively, orders are placed using electronic data exchange via online shops.
One-time orders are valid without handwritten signature. Framework contracts as well as orders over the value of 50.000,-€ are only valid by signature of an authorized to sign person. All specifications, norms and conditions listed in the order are binding components of the order.
2.1) Order Confirmations
The supplier is committed to accord a written order confirmation to VisiConsult within 36 hours, preferably via E-Mail to purchasing@visiconsult.de. Besides the valid price for VisiConsult this confirmation must contain the scheduled date of delivery as well as the terms of payment and delivery. In case of discrepancies, the contract is considered pending ineffective, and we reserve the right of cancellation even after the receipt of the goods.
2.2) Frame agreements
Frame agreements serve to set specifications, qualities, ordered quantities as well as prices for a defined period of time.
2.2.1) Release orders
Calls are made in written form via E-Mail by reference to the frame order number. Additionally, each call is assigned to a project number, which must be mentioned on all further documents, to make an allocation possible. If previously agreed upon a fixed delivery date, the goods must reach the VisiConsult facility on that date.
2.2.2) Technical changes
We reserve the right for technical changes during the frame time. The distributor is obliged to implement these promptly; already issued recalls remain hereof unaffected.
2.2.3) Price adjustments
So long as technical changes have impacts on the pricing situation of the position, both sides reserve the right to renegotiate the agreed price and to revise the present frame agreement under the acquisition of the remaining open quantity at this time.
2.2.4) Commitment of taking
Beginning with the first delivery, a binding runtime of the frame agreement will be arranged. As long as there is a residual amount to be deducted after the expiration of the runtime, a connecting frame will be issued or the dispatch within twelve months will be scheduled.

3.) Change of the object of delivery
If VisiConsult requires a change of the object of delivery, the supplier immediately has to inform about possible date and price effects and must prove these on request.

4.) Delivery obligation for spare parts
For goods which will be part of our products, the distributor is obligated to deliver spare parts at reasonable market rates for a time of 10 years after termination of production of the affected product.

5.) Force majeure
We are entitled to withdrawal orders, if a production interruption occurs due to inevitable events (force majeure). Apart from that, the payment date will be extended in accordance with the duration of the delay in case of all involuntary impediments of acceptance.

6.) Delivery time
Agreed delivery dates and deadlines are binding. In case of delays, the supplier is in default without notice. The supplier has to inform us immediately about conceivable delays in delivery. Legal rights, especially for the replacement of a damage caused by the delay, as well as delay compensations will be claimed. Additional costs, especially in case of necessary cover purchases, have to be paid by the supplier. A waiver of any claims doesn’t occur by accepting of the delayed delivery.

7.) Deliveries
Individually agreed delivery conditions apply. As long as not agreed differently, deliveries including appropriate packaging and insurance are made at the supplier’s expense. In all written documents related to the order, the supplier must declare the order and project number. Partial deliveries require our approval and are to be marked as such in the shipping documents. Unless otherwise agreed, deliveries to other delivery addresses must be made neutrally without mention of prices or other sensitive data. In addition, the supplier is obligated to send us a dispatch advice as well as a proof of delivery on request.

8.) Information and documents for foreign trade
With dispatch of the goods, the supplier is obligated to provide the following foreign trade data on request:

• Customs tariff number (HS code) for the classifications of goods in the trade statistics
• Country of origin
• Classification and labeling of goods subject to export control
• Certificate of origin or proof of preference

9.) Invoice and payment
Individually agreed conditions of payment apply. We reserve the right to pay invoices with immediate due-date within seven working days from goods receipt. In case of a defective or incomplete delivery, the term of payment begins only after receipt of the proper, complete product. The agreed right to discount deduction remains unaffected by this delay caused by the supplier. Invoices must be send by mail or via E-Mail to purchasing@visiconsult.de. In order to enable assignment as well as examination of these, the supplier must state the order number, the buyer, the project number and delivery note number on the invoice. Should we inadvertently make an overpayment or double payment, the supplier is obligated to notify us about this immediately upon notification and to transfer the overpaid amount back to us. A settlement of open invoices requires individual approval. A statute of limitation of this repayment is excluded.

10.) Liability for defects
Goods must be free of material defects or legal deficiencies. As long as no divergent agreements are made in written form, possible claims of defects become time-barred 24 months following receipt of goods. Furthermore, the applicable legal norms apply. If the supplier is unable or not willing to render the supplementary performance after notification of defects, we reserve the right to remedy the defect by ourselves or through a third party. Any cover purchases to avoid harms may be made by VisiConsult and the supplier may be charged for the replacement of the necessary costs and expenses. Further possible claims can be enforced.

11.) Quality assurance, Product safety
Prior to delivery, the supplier has to inform us if any changes to materials, procedures or other measures decisive to the quality of the product have been made. Otherwise the quality claims according to samplings and/or prior deliveries apply. Changes to agreed specifications require our written consent. A full documentation of the product life cycle has to be delivered on request. This documentation must document drawing revisions, supplier changes, parts from suppliers and test methods as well as other, essential product changes.

12.) Product liability, Product recall
In accordance with clause no. 10, the supplier must bear the resulting costs and expenses of VisiConsult for any claims by our customers or third parties insofar as the damage is caused by a defect in the goods. In this case, the supplier must pay all costs and expenses, including possible legal costs. In case of safety related defects, a recall may potentially be necessary. In this case, too, the supplier pays all costs and expenses of the recall. As far as possible, we will carry out the content and scope of such a recall in coordination with the supplier. Furthermore, the legal norms in its valid version applies.