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General Terms and Conditions of Business

General Terms and Conditions of Business

General Terms and Conditions of Business

Product catalog summary
Application of the General Terms and Conditions
These terms govern all deliveries, services, and offers, automatically accepted upon receipt of goods or services, and take precedence over any conflicting customer terms.
Offers and Scope of Performance
The scope is defined by written order confirmation. Descriptions are approximate unless specified as binding, and technical adjustments may cause slight variations.
Electronic Communication and Fax
Electronic messages are considered received when delivered to the recipient's device, with fax transmission reports serving as receipt evidence.
Price
Prices are ex-works, excluding packaging and VAT, and may increase if delivery occurs more than four months after contract conclusion due to cost changes.
Retention of Title
Goods remain the supplier's property until all claims are settled. Customers must insure goods and may resell them, assigning claims to the supplier.
Terms of Payment
Invoices are payable within ten days, with payments applied to older debts first. Interest is charged on late payments.
Delivery and Service Periods
Delivery dates must be agreed in writing. Delays due to force majeure or significant events are not the supplier's liability. Partial deliveries are allowed.
Supply of Software
Software is supplied under specific terms, with rights and obligations detailed in the contract.
Passing of Risk and Receipt
Risk passes to the customer upon dispatch. Customers must inspect goods upon receipt.
Claims based on Defects
Customers must report defects promptly. The supplier is liable for defects under specific conditions.
Liability
The supplier's liability is limited to intent and gross negligence, with specific exclusions.
Other Duties by the Customer, Export Control
Customers must comply with export control regulations and other legal obligations.
Confidentiality
Both parties must keep confidential information secret.
Miscellaneous
Additional agreements must be documented. The terms are governed by German law.
Contract Rescission and Customer Default
The contract can be rescinded if the customer sets an additional period for performance after a delay, with a warning that performance will not be accepted after this period, and the period expires without resolution. If the customer defaults in acceptance, the supplier can claim compensation for damages, and the risk of accidental deterioration or loss passes to the customer.
Software Supply
Customers receive a non-exclusive, non-transferable right to use supplied software and documentation. Unauthorized access must be prevented, and liability for data loss is limited to typical restoration costs if regular backups are made.
Risk and Receipt
Risk passes to the customer upon dispatch of parts, even if part deliveries are made or additional obligations are assumed. If shipment is delayed due to customer responsibility, risk passes when goods are ready for dispatch. Customers must accept items with minor defects.
Claims Based on Defects
Customers cannot refuse deliveries due to insignificant defects and must notify defects in writing within specified timeframes. Liability for specific applications is assumed only if explicitly agreed in writing. Claims are excluded for defects resulting from non-compliance with specifications or improper handling.
Liability
Unlimited liability exists for breaches of guarantee or personal injury. Liability for slight negligence is limited to material obligations essential for contract purpose. Claims for reimbursement of expenses are excluded unless reasonable.
Export Control
Customers must comply with export control regulations and ensure goods are not used for prohibited purposes. They are responsible for taxes and duties outside Germany and must provide end-use certificates if requested.
Confidentiality
Both parties must maintain confidentiality of trade secrets indefinitely and ensure employees and agents do the same.
Miscellaneous
Transfer of rights and obligations requires written consent. Legal relations are governed by the laws of the supplier's country, excluding the CISG. The place of jurisdiction is the supplier's registered office, with the option to bring action at the customer's principal place of business.
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Catalog excerpts

General Terms and Conditions of Business-1

The Royal League in ventilation, control and drive technology General Terms and Conditions of Business January 2016 Please note that this is an English translation of the original German version. Both language versions shall have the same legal effect. In case of any conflict, the original German version shall prevail.

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General Terms and Conditions of Business-2

Content I. Application of the General Terms and Conditions 3 III. Particularities in Case of Correspondence by Electronic Communication and Fax 3 XII. Other Duties by the Customer, Export Control 7

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General Terms and Conditions of the ZIEHL - ABEGG SE I. Application of the General Terms and Conditions 1. ll our deliveries, services, and offers are made exclusively A on the basis of the present General Terms and Conditions. Consequently, these General Terms and Conditions also apply to all future business relations even if not expressly agreed upon again in the future. 2. ith the receipt of the goods and services by the Customer, W at the latest, these General Terms and Conditions are deemed accepted. Counter-confirmations by the Customer with a reference to the Customer’s General Terms and...

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General Terms and Conditions of Business-4

V. Retention of Title 1. ntil all claims against the Customer (including any and U all balance receivables and current account) to which we are entitled now or in the future on whatever legal grounds have been fulfilled, we are granted the following security, which we will release upon request at our choice to the extent that the value of such security exceeds the claims on a permanent basis by more than 20%. For the valuation of the security furnished, receivables are to be assessed at their nominal value, goods in which title is retained are to be assessed at their net purchase price – not...

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VI. Terms of Payment 1. the extent not otherwise agreed, our invoices are payable To without deduction ten days after they are issued. Payment in cash or by bill of exchange is accepted only on the basis of a special agreement. Despite provisions of the Customer to the contrary, we are entitled to count payments first towards older debts of the Customer, in which case we will inform the Customer of the type of settlement made. If costs and interest have already been incurred, we are entitled to count the payment first towards the costs, then towards the interest, and finally towards the principal...

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2. he Customer is obligated to prevent unauthorized access T to the software and the documentation by third parties by taking appropriate precautions. The Customer must store the original data storage media supplied and the backup copy at a place that is secured against unauthorized access by third parties. The Customer must insistently point out to its staff the duty to comply with the present terms of supply and with the provisions of copyright law. liability is excluded for defects that result from use of the goods in a way that does not conform to the specifications. Claims based on defects...

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is limited to those costs that arise or would arise in regard to the delivery address for the goods. If the goods are shipped to an address other than the delivery address, the Customer must bear the extra costs that this causes, if the shipment was not part of the delivery contract between the Customer and us. b. e shall be entitled at our option to employ third parW ties to carry out repair works or a replacement delivery. This does not establish a contractual relationship between the Customer and the third party. In this case, our liability does not go further than if we had carried out the...

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General Terms and Conditions of Business-8

res ordered by us. The Customer is obligated to bear the cost of the product recall or product warning to the extent that according to the principles of product liability law, the Customer is liable for the product defect and the damage sustained. Further-reaching claims on our part remain unaffected. 3. he Customer shall notify us without undue delay of any T risks in the use of the contractual goods and of possible product defects of which the Customer becomes aware. 4. The supply of goods (products, software, technology) in the performance of this contract may be subject to export restrictions...

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© ZIEHL-ABEGG SE - 00705298 - EN - MA - 01/2016 - technical changes reserved. This brochure contains information for your guidance. No guarantee is provided with regard to the accuracy of all information and no legal claims may be derived from this. Reproduction of this information, or extracts thereof, is permitted only with written approval. Heinz-Ziehl - Straße info@ ziehl - abegg.com

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*Prices are pre-tax. They exclude delivery charges and customs duties and do not include additional charges for installation or activation options. Prices are indicative only and may vary by country, with changes to the cost of raw materials and exchange rates.