+49 931 452814-0 info@visomax.de


status: 11.06.2021
§ 1 General Provisions

(1) The following conditions form part of the contract concluded with Visomax.

(2) The latest version of our general terms of sale shall apply to all future business transactions without this requiring explicit reference or agreement upon conclusion thereof. They shall apply exclusively to companies as defined in Section 310, paragraph 1 of the German Civil Code.

(3) Our general terms of sale apply exclusively. We hereby do not accept any counter-provisions, counteroffers or other references from the Customer relating to their terms and conditions; deviating terms from the Customer shall only apply if confirmed by Visomax in writing.

(4) The Customer may only transfer claims from legal transactions concluded with Visomax with explicit consent from Visomax.


§ 2 Quotes; Orders

(1) Our quotes are – especially in regards to quantity, price and delivery time – always non-binding and subject to alteration.

(2) Visomax delivers goods that have been electronically checked (unless otherwise agreed). Measurements that can only be taken by the Customer shall be carried out by the Customer (loop impedance, etc.)

(3) Visomax products are designed to German standards. Country- or customer-specific changes must be specified during the order process. (Cross-sections, conductor colours, plug type, etc.)

(4) Source codes (robots, PLC, PC, etc.) are never included with delivery, even if stipulated in the Customer’s terms and conditions of purchase.

(5) Customer orders are only considered accepted when Visomax has confirmed them in writing. If we do not confirm a contract that was concluded verbally or by phone, the invoice issued by Visomax shall be deemed to constitute confirmation.

(6) We reserve property rights and copyrights of illustrations, drawings, calculations and other documentation. This applies in particular to any written documents that are referred to as “confidential”. The Customer may only transfer or pass these documents on to third parties with explicit, written consent from Visomax.


§ 3 Prices, Weights

(1) Our prices are subject to the amount VAT applicable at the time of delivery and are quoted “ex works” – unless the order confirmation specifies otherwise.

(2) If additional or increased charges – in particular customs duties, levies and currency adjustments – arise after conclusion of the contract but before delivery of the goods

due to changes in the law, Visomax is entitled to increase the agreed purchase price accordingly. This also applies to investigation fees.

(3) Visomax calculates its purchase prices based on the weight recorded during loading. Normal losses in weight during transportation shall be borne by the Customer. Unless otherwise agreed, packaging for transport is included in the price.

(4) Discounts require separate written agreement.

(5) Unless the order confirmation states otherwise, the purchase price is to be paid net (without any deductions) within 30 days from the invoice date.


§ 4 Delivery; Delivery Time, Reduction of Liability in the event of Late Delivery

(1) All technical questions must be clarified prior to the start of any delivery time specified by Visomax.

(2) Fulfilling our delivery obligation requires the Customer to fulfil their obligations in a timely and proper manner. We reserve the right to raise objection to non-fulfilment of the contract.

(3) Goods are always transported uninsured and at the Customer’s risk. This also applies to freight-free delivery and is irrespective

of the means of transport used. Insurance of goods in transit shall only be obtained if expressly requested by the Customer.

The Customer shall bear any costs arising therefrom.

(4) Unless otherwise agreed in writing, Visomax shall choose the place of dispatch, the carrier and the means of transport to the best of its judgement,

without assuming any liability for the cheapest and quickest carriage.

(5) If the Customer is to provide a means of transport, they are responsible for making it available on time. Any delays are to be communicated in good time. Any costs arising therefrom shall be borne by the Customer.

(6) Visomax has the right to reasonable delivery in instalments.

(7) Our delivery obligations are always subject to receiving proper and timely delivery from our own suppliers.

(8) Any delivery and unloading times provided are always non-binding, unless expressly agreed otherwise in writing.

(9) Any inability to supply as a result of force majeure or other unforeseen incidents beyond the control and responsibility of Visomax, including but not limited to, strikes, lock outs, acts of public authorities, subsequent loss of export or import opportunities as well as Visomax’s reservation of timely supply from its own suppliers in accordance with paragraph (7) above, shall, for its duration and in accordance with its impact, relieve Visomax from the obligation to meet any agreed deadlines concerning delivery and unloading. They also give Visomax the right to withdraw from the contract without this resulting in any compensation or other claims being due to the Customer.

(10) If an agreed delivery or unloading deadline is not met despite the absence of any delivery constraint as laid out in paragraph (9), the Customer is obliged to grant Visomax, in writing, an appropriate extension of at least two weeks. If Visomax also fails to meet the deadline provided by this extension, the Customer is entitled to withdraw from the contract. However, the Customer is not entitled to assert claims for compensation as a result of non-fulfilment or delay, except in cases of intent or gross negligence on the part of Visomax. If the failure to deliver is not due to an intentional breach of contract for which Visomax is responsible, Visomax’s liability for damages shall be limited to such losses as are foreseeable and typical of such circumstances.

(11) If the failure to deliver is due to an intentional breach of contract for which Visomax is responsible, Visomax shall accept liability in accordance with the legal provisions. If, however, the failure to deliver is not due to an intentional breach of contract for which Visomax is responsible, Visomax’s liability for damages shall be limited to such losses as are foreseeable and typical of such circumstances.

(12) Visomax’s liability for damages in regards to delivery delays is limited to 3% of the total delivery value for each full week the delivery is delayed, however up to a maximum of 15% of total delivery value.


§ 5 Default of Acceptance; Transfer of Risk

(1) If the Customer is in default of acceptance or violates any other duties of contractual cooperation which lead to a delay in delivery, Visomax is authorised to demand compensation for losses incurred, including any additional expenses. Visomax reserves the right to make any further claims.

(2) Unless the contract states otherwise, delivery shall be deemed to have been agreed “ex works”. If the Customer is in default of acceptance, the risk of accidental loss or deterioration of the purchased goods passes to the Customer at the moment in which the Customer falls into default of acceptance or default of payment.

§ 6 Obligation to Inspect and Notify Defects

(1) The Customer is obligated to immediately conduct the following upon receiving the goods at the agreed destination or, in the case of collection by the Customer, upon accepting the goods:

  1. A) check quantities, weight and packaging and record any objections thereto on the delivery note or consignment note, and
  2. B) perform a representative quality inspection, involving at least a spot-test, opening appropriate numbers of packaging (cardboard boxes, bags, cans, films, etc.) and inspecting the goods visually.

(2) The following points and deadlines need to be followed in regards to notification of defects from the Customer:

  1. A) Visomax must be notified of any defects prior to the end of the working day on which the goods were delivered to the agreed destination or picked up by the Customer. A different deadline shall apply if the Customer is reporting a defect or defects, which remained undetected despite initial inspection carried out in accordance with paragraph (1). In this instance, the defect must be reported prior to

the end of the next working day to that on which the defect was discovered, however not more than two weeks after delivery or transfer of the goods.

  1. B) All notifications must be made in writing within the aforementioned deadlines via email or fax. Notification of defects by phone is not sufficient. Notifying sales representatives, brokers or agents of defects is inconsequential and any notifications made in this manner shall be disregarded.
  2. C) All notifications must clearly indicate the type and extent of the alleged defect.
  3. D) The Customer is obligated to keep the rejected goods ready for inspection at the site of examination so that Visomax, Visomax’s suppliers or experts appointed by Visomax may inspect them.

(3) Objections regarding quantity, weight and packaging of the goods are excluded unless stated on the delivery note, consignment note or delivery receipt in accordance with paragraph 1(a). Furthermore, any and all claims are excluded as soon as the Customer mixes, reuses, resells or begins adapting or processing the delivered goods.

(4) Any goods to which objections are not raised shall be deemed approved and accepted.


§ 7 Warranty; Limitations of Liability; Warranty Period

(1) If the Customer notifies Visomax of defects in accordance with the procedures and deadlines stipulated, and these complaints prove objectively justified, the Customer has the right to demand supplementary performance in the form of remedial measures (removal of defects) or delivery of new, non-defective goods.

(2) If remedial measures are requested, Visomax shall bear any expenses required to remedy the defect(s), in particular transport costs, road costs, labour costs and material costs, provided these costs have not been increased by the fact that the purchased goods have been transported to a location other than the place of fulfilment.

If supplementary performance or remedial measures prove unsuccessful after three attempts, the Customer is authorised, at their discretion, to demand withdrawal, reduction and/or compensation.

(3) If the Customer makes claims for compensation, Visomax shall assume liability in accordance with the legal provisions, provided that the losses or damages were the result of a deliberate and wilful act on the part of Visomax or its vicarious agents. If the damages were not the result of a deliberate and wilful act on the part of Visomax or its vicarious agents, Visomax’s liability shall be limited to such losses as are foreseeable and typical of such circumstances.

(4) If the Customer is entitled to claim for damages instead of performance, Visomax’s liability shall be limited to such losses as are foreseeable and typical of such circumstances.

(5) Liability due to negligent harm caused to life, body or health remains unaffected; this also applies to mandatory liability as laid down in the German Product Liability Act.

(6) The limitation period for any claims arising from defects is 12 months from the transfer of risk. The period of limitation in the case of delivery recourse according to Sections 478 and 479 of the German Civil Code remains unaffected; five years starting from delivery of the defective goods.


§ 8 Payment

(1) Unless the order confirmation states otherwise, the purchase price is to be paid net (without any deductions) within 30 days from the invoice date.

(2) We do not accept banknotes or cheques. Discount charges and exchange fees shall be borne by the Customer and are payable immediately.

(3) If the Customer falls into arrears, Visomax is entitled to charge interest on payments in arrears at the amount shown, however at least 9 percentage points above the base interest rate of the ECB, without requiring a separate request for payment.

(4) If the Customer cannot continue orderly business operations, in particular in cases of seizures, payment disruptions or even a cessation of payments, or the Customer has applied for insolvency proceedings, Visomax is entitled to demand immediate payment of all outstanding accounts from the business relationship, even if we have accepted banknotes or cheques. The same shall also apply if the Customer defaults on payment to Visomax or other circumstances become known, which cast doubt on their creditworthiness. Furthermore, in such instances, Visomax is entitled to demand prepayments or guarantees or withdraw from the contract entirely.

(5) The Customer is only entitled to offset, withhold or reduce payments if counterclaims have been established by a court of law or expressly acknowledged byVisomax.

The Customer is only authorised to exercise a right of retention if the counterclaim is based on the same contractual relationship.


§ 9 Retention of Title

(1) Any goods delivered by Visomax shall remain the property of Visomax until the Customer has settled all outstanding accounts arising from the business relationship,

including all outstanding balances from current accounts and refinancing or acceptor bills.

(2) The Customer is entitled to sell the goods delivered by Visomax in the regular course of business. The authority granted hereunder shall cease in the circumstances laid down in Section 8, paragraph 4 above. Furthermore, if the Customer falls into arrears with the fulfilment of their obligations to Visomax, in particular with their payments, or other circumstances become known which cast doubt on their creditworthiness, Visomax retains the right to revoke, by means of written statement, the Customer’s right to sell the goods.

(3) The Customer’s right to process goods delivered by Visomax is also subject to the limitations set out in paragraph 2. above. The act of processing shall not result in the Customer obtaining ownership, neither in whole nor in part, of the partly or wholly processed goods; processing shall be carried out free of charge exclusively for Visomax as the manufacturer as defined in Section 950 of the German Civil Code. However, should retention of title expire for any reason, Visomax and the Customer hereby agree; that ownership of the goods, including their processing, shall be transferred to Visomax; that Visomax will accept such transfer; and that the Customer shall remain custodian of the goods free of charge.

(4) If goods subject to retention of title are inseparably processed or mixed with goods that are under third-party ownership, Visomax shall acquire joint ownership of the new goods or mixed stock. The proportion of ownership shall be determined by the ratio of the invoice value of the goods subject to retention of title held by Visomax and the invoice value(s) of the other product(s).

(5) Goods, to which Visomax acquires ownership or joint ownership in accordance with paragraphs (3) and (4) above, shall be considered goods subject to retention of title as defined in the following provisions, just like goods delivered under retention of title according to paragraph (1) above.

(6) The Customer hereby assigns to Visomax all claims arising from the resale of goods subject to retention of title. This shall include claims against the bank that issued or confirmed a letter of credit for the benefit of the Customer (=reseller) for the purposes of reselling goods. Visomax hereby accepts this assignment. If the goods subject to retention of title are processed products or mixed stock, wherein, in addition to the goods delivered by Visomax, they exclusively contain objects or materials which either belong to the Customer or were delivered to the Customer by third parties under so-called simple retention of title, the Customer shall transfer all claims to Visomax arising from the resale of said goods. If, however, a number of suppliers have advance assignment rights to receivables on the same goods, Visomax shall be entitled to a proportion of revenue from the sale of said goods, based on the ratio of the invoice value of goods provided by Visomax to the invoice value of the other goods with which they have been processed or mixed.

(7) If Visomax’s claims are secured beyond any doubt, by more than 125%, with the assignments and retentions detailed above, the surplus of receivables or goods subject to retention of title shall be released upon request from the Customer at Visomax’s discretion.

(8) The Customer is entitled to resell the purchased goods in the course of ordinary business; however, the Customer shall hereby assign to Visomax all claims, amounting to the final invoice amount (including VAT) of accounts receivable by Visomax, arising from the resale to Customers or third parties, irrespective of whether the purchased goods were resold before or after processing. The Customer remains entitled to collect these receivables even after assignment. This authority to collect ceases to apply when the Customer is no longer able to conduct its business in a proper manner as defined in the provision provided in Section 8,paragraph (4).

Furthermore, Visomax has the right to revoke the Customer’s authority to collect if the Customer falls into arrears with their obligations towards Visomax, in particular with their payments, or other circumstances become known, which cast doubt on their creditworthiness. If Visomax cancels or revokes the Customer’s authority to collect, the Customer must; provide the names of the debtors associated with the assigned claims to Visomax without delay; provide Visomax with any information and documentation required to collect the receivables; and inform the debtor of the assignment.

(9) In the event of any third-party action against goods subject to retention of title held by Visomax or any receivables assigned to Visomax, the Customer is obliged to point out Visomax’s ownership/right and to promptly inform Visomax accordingly. The Customer shall bear any and all costs for intervention.

(10) If any provision of this contract is breached, in particular through delayed payment, the Customer shall, at Visomax’s first request, return any goods subject to retention of title and assign to Visomax any existing surrender claims against third parties concerning goods subject to retention of title. Any repossession or seizure of goods subject to retention of title by Visomax shall not be regarded as a withdrawal from this contract. Visomax shall be entitled to sell the goods after regaining possession of them. Revenue from the sale shall be deducted from the Customer’s liabilities – less appropriate administrative costs.

(11) In the circumstances laid down Section 8, paragraph (4), Visomax is entitled to demand that the Customer disclose to Visomax; any receivables assigned to Visomax arising from resale; and the respective debtors in accordance with Section 9 (6). Once this information has been imparted, Visomax has the right to disclose the assignment as it considers appropriate.

(12) The Customer shall handle the purchased goods with care and insure them for their original value against fire, water damage and theft for the duration of the period in which the purchase price has not been fully paid. If any maintenance or inspection work is required, the Customer must have this carried out in due time at their own expense.

(13) In the event of seizures or other third-party claims, the Customer must inform Visomax immediately in written form so that we can take legal action in accordance with Section 771 of the German Code of Civil Procedure. If the third party is unable to reimburse court and other legal costs relating to legal action in accordance with Section 771 of the German Code of Civil Procedure, the Customer shall be liable for any losses incurred by Visomax.

(14) In order to safeguard Visomax’s claims against the Customer, the latter shall also assign to Visomax any claims against a third party which result from combination of the purchased goods with property or premises.


§ 10 Empties

The Customer shall return any empties (Euro boxes, pallets, Euro hooks, etc.) to Visomax in the same type, quantity and value as those received by the Customer upon delivery of the goods supplied by Visomax. If the Customer is unable to return the empties to Visomax upon delivery of the goods, the Customer shall balance the packaging account without delay and at their own expense (debt to pay). If the Customer fails to meet the due date for returning empties, Visomax is entitled to refuse return after an appropriate period of time and instead demand money from the Customer as compensation.


§ 11 Final Provisions

(1) The place of fulfilment for the delivery of goods is the place of business of Visomax.

(2) Würzburg shall be the place of jurisdiction for all disputes arising from the contractual relationship. However, Visomax is free to select a different place of jurisdiction.

(3) The contract shall be governed by the law of the Federal Republic of Germany. International sales law is excluded. This shall expressly also apply to the use of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(4) If one or more provisions of these general terms of sale prove ineffective or invalid this shall not affect the validity of the remaining provisions. Ineffective and/or invalid provisions shall be deemed replaced with effective and valid provisions that come closest to the economic intention of the omitted provisions.