Este documento está disponible en inglés y alemán. Solo la versión alemana es jurídicamente vinculante.
This is a courtesy translation. The German version is legally binding.
§ 1 Scope
(1) These General Terms and Conditions of VENA-GmbH, Lindestraße 7, 57234 Wilnsdorf, Germany (hereinafter “we” or “us”), apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (hereinafter “Customer”).
(2) Deviations from these Terms and Conditions are only effective if we confirm them in writing.
§ 2 Basis of contract
(1) We provide all our deliveries and services, including advisory services, exclusively on the basis of these General Terms and Conditions. Deviating, conflicting or supplementary terms and conditions of the Customer only apply if we expressly agree to their validity in writing. This also applies if we have not objected to them in an individual case or deliver without reservation in the knowledge of such terms.
(2) These Terms and Conditions, in the version valid at the time of the order, also apply to all future transactions with the Customer, without our having to refer to them again in each individual case. We hereby object to any counter-confirmation by the Customer referring to its own terms and conditions of business or purchase.
§ 3 Offer and conclusion of contract
(1) Our offers are subject to change and non-binding unless they are expressly designated as binding. Declarations of acceptance and all orders require our confirmation in text or written form (e.g. by letter or e-mail) or the delivery of the goods in order to be legally effective. The same applies to additions, amendments or side agreements.
(2) Drawings, illustrations, dimensions, weights or other performance data are approximate values customary in the industry and are only binding if this is expressly agreed in writing.
(3) Our price and product lists are subject to change and non-binding. Errors as well as price and printing errors are reserved. Information and illustrations contained in brochures, catalogues and on our websites are only binding if this is expressly agreed in writing.
(4) The quality of the goods is determined by the agreed technical delivery specifications or, if no such specifications have been agreed, by the customary commercial quality and design, taking into account the customary manufacturing tolerances; this is deemed to be the agreed quality. If we are to deliver according to drawings, specifications, requirements etc. of our Customer, the Customer assumes the risk of suitability and usability for the intended purpose; in this respect we are only liable for proper processing. The decisive point in time for the contractual condition of the goods is the transfer of risk.
(5) By ordering goods, the Customer bindingly declares its intention to purchase the goods ordered. We are entitled to accept the contractual offer contained in the order within two weeks of its receipt by us. Acceptance may be declared either by an order confirmation in text or written form or by delivery of the goods.
(6) If the Customer orders the goods electronically, we will store the contract text and send it to the Customer by e-mail together with these Terms and Conditions upon request.
(7) The Customer is liable for the correctness of its order details and of all its order documents. The Customer must check our order confirmations for correctness immediately upon receipt. Any discrepancies must be reported without delay.
§ 4 Prices
Unless otherwise stated, we are bound by the prices stated in our offers for 30 days from the date of the offer. The prices stated in our order confirmation are decisive. They are in euros plus the applicable statutory value added tax and exclude packaging, logistics, insurance and customs costs; these are invoiced separately.
§ 5 Delivery and performance time
(1) The delivery period stated by us is only binding if we expressly designate it as binding and confirm it in writing. The delivery period begins when our order confirmation is sent, but not before the Customer has provided any documents, permits and approvals it is required to obtain, nor before receipt of an agreed down payment and/or of goods to be processed which the Customer must provide. If technical changes, ambiguities or errors in the goods to be processed or in the Customer’s order or drawing documents subsequently come to light, or if changes are subsequently agreed, the delivery period starts anew once these have been eliminated or clarified.
(2) We are not responsible for delays in delivery and performance for which we are not at fault due to force majeure or due to events which make delivery significantly more difficult or impossible for us, not merely temporarily – in particular strikes, lockouts, official orders, subsequent difficulties in procuring materials etc. – even if these occur at our suppliers and even in the case of bindingly agreed deadlines and dates. They entitle us to postpone the delivery or service by the duration of the hindrance plus a reasonable start-up period.
(3) If circumstances pursuant to clause 2 make our delivery impossible or unreasonable, we are entitled to withdraw from the contract; we will refund any consideration already provided by the Customer without delay. If the delay lasts longer than three months, the Customer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled.
(4) If the delivery time is extended pursuant to clause 2 or if we are released from our obligation pursuant to clause 3, the Customer cannot derive any claims for damages from this. We may only invoke the circumstances mentioned if we inform the Customer of the beginning and end of such hindrances without delay.
(5) If we are in default, the Customer may set a reasonable grace period. After expiry of this grace period, the Customer may declare withdrawal with regard to the part of the contractual performance not yet rendered. If the Customer has a legitimate interest in rejecting partial deliveries, it may withdraw from the entire contract. Claims for damages due to default are governed by § 8.
(6) We are entitled to make partial deliveries and render partial services insofar as these are reasonable for the Customer and do not result in any disadvantages for use.
(7) Compliance with our delivery and performance obligations requires the timely and proper fulfilment of the Customer’s obligations.
(8) If the Customer is in default of acceptance or culpably breaches other duties to cooperate, we are entitled to demand compensation for the resulting damage, including any additional expenses; the risk of accidental deterioration and accidental loss passes to the Customer upon occurrence of the default of acceptance.
§ 6 Cancellation costs
(1) If the Customer unjustifiably refuses to accept the goods or expressly declares in advance that it does not wish to accept the goods, we may, after expiry of a reasonable grace period set for the Customer, withdraw from the contract and claim damages in lieu of performance. No grace period is required if the Customer seriously and finally refuses acceptance. Without prejudice to the possibility of proving and claiming higher actual damage, we are in this case entitled to demand 10 % of the net value of the goods plus all logistics costs actually incurred by us as lump-sum damages.
(2) The Customer reserves the right to prove that the damage was lower. This provision applies accordingly if the Customer unjustifiably withdraws from the contract.
§ 7 Transfer of risk, shipping
(1) Transport packaging and other packaging become the property of the Customer and are charged by us. Third-party transport costs are invoiced separately. The choice of shipping method is at our best discretion unless otherwise agreed. We only take out insurance against transport damage at the request and expense of the Customer.
(2) Unless otherwise agreed in writing, the delivery term “EXW Wilnsdorf (Incoterms 2020)” applies. The risk passes to the Customer at the latest when the goods are made available for collection or handed over to the forwarder or carrier; this also applies to partial deliveries and to carriage-paid shipments. Transport damage must be reported in writing to the forwarder/carrier immediately upon receipt of the goods and subsequently notified to us.
§ 8 Liability, damages
(1) We are liable in accordance with the statutory provisions in the event of intent and gross negligence. In the event of a slightly negligent breach of duty by us, our legal representatives or vicarious agents, we are only liable for the breach of an essential contractual obligation, i.e. an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Customer may regularly rely; in this case our liability is limited to the foreseeable damage typical for the contract. This also applies to non-contractual claims for damages.
(2) In the event of slight negligence, we are only liable for indirect and consequential damage, such as loss of use, loss of profit or loss of production, insofar as such damage is typically foreseeable in the event of a breach of an essential contractual obligation.
(3) The above limitations of liability do not apply to damage resulting from injury to life, body or health, in the event of fraudulent concealment of a defect, in the event of the assumption of a guarantee, or to claims under the German Product Liability Act. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, legal representatives and vicarious agents.
§ 9 Notices of defects / limitation period
(1) Claims for defects by the Customer presuppose that it has duly complied with its obligations to inspect and give notice of defects pursuant to § 377 of the German Commercial Code (HGB): the Customer must inspect our deliveries immediately after delivery and give written notice of any defects found without delay. We expressly point out that any transport damage must be reported to the respective forwarder/carrier immediately upon receipt of the goods. We must be given the opportunity to verify the notified defect. Goods complained about must be returned to us without delay upon request; if the notice of defect is justified, we bear the costs of return. If the Customer makes changes to the goods complained about without our consent which prevent or significantly impede the determination of the defect, its claims for defects lapse to that extent.
(2) In the case of hidden defects, written notice must be given without delay after discovery of the defect. The burden of proof that a defect is hidden lies with the Customer.
(3) Insignificant defects do not entitle the Customer to refuse acceptance.
(4) Natural wear and tear of the products supplied by us does not constitute a defect.
(5) In the event of defects in the goods, we provide subsequent performance at our discretion by repair or replacement. If subsequent performance fails, the Customer may, at its option, reduce the purchase price or withdraw from the contract. Claims for damages pursuant to § 8 remain unaffected. We do not bear expenses which increase because the object of delivery has subsequently been taken to a place other than the Customer’s place of business, unless this corresponds to its intended use.
(6) We are not liable for material defects or damage resulting from unsuitable or improper use, faulty assembly or commissioning by the Customer or third parties, faulty or negligent handling of the delivery item, in particular with regard to the operating or maintenance instructions provided, excessive stress or the use of unsuitable operating materials and replacement materials.
(7) If the examination of a notice of defect shows that there is no defect, and the Customer could have recognised this with careful examination, we are entitled to demand reimbursement of the expenses incurred by us; the costs of the examination are charged at our service prices valid at the time.
(8) The Customer’s statutory rights of recourse pursuant to §§ 445a, 445b and 478 BGB remain unaffected insofar as the Customer has been held liable by its buyer, who is a consumer, for a defect in the goods. § 8 applies to claims for damages.
(9) The Customer is obliged to notify us without delay of any recourse case occurring in the supply chain as soon as it becomes aware of it. Statutory rights of recourse of the Customer against us only exist insofar as the Customer has not made any agreements with its buyer that go beyond the statutory claims for defects.
(10) Used delivery items are sold to the exclusion of any warranty, unless mandatory statutory provisions stand in the way.
(11) The agreement of a guarantee requires written form. A declaration of guarantee is only effective if it describes the content of the guarantee as well as the duration and territorial scope of the guarantee protection in a sufficiently specific manner.
(12) Warranty claims against us are only available to the direct Customer and are not assignable.
(13) Complaints do not release the Customer from compliance with the agreed terms of payment.
(14) The limitation period for claims for material defects and defects of title is twelve months from delivery, unless the law prescribes longer periods pursuant to §§ 438 (1) no. 2 BGB (buildings and items for buildings), 445b BGB (seller’s right of recourse) and 634a (1) no. 2 BGB (construction defects). The statutory limitation periods apply to claims for damages due to injury to life, body or health, in the event of intentional or grossly negligent breach of duty, fraudulent concealment of a defect, the assumption of a guarantee and to claims under the German Product Liability Act.
§ 10 Quality of the goods, technical advice, use and processing
(1) The quality described in our product descriptions, specifications and markings is deemed to be the agreed quality of the delivery item. Public statements, promotions or advertising do not constitute statements of quality.
(2) Our advice on technical applications, given verbally, in writing and through application tests, is provided to the best of our knowledge, but is only deemed to be non-binding information, also with regard to any third-party property rights, and does not release the Customer from its own examination of the products supplied by us for their suitability for the intended processes and purposes. Application and use of the delivery items are beyond our control and are therefore the sole responsibility of the Customer.
§ 11 Retention of title
(1) Until all claims (including all balance claims from current account) to which we are entitled against the Customer now and in the future on any legal grounds have been fulfilled, we are granted the following securities, which we will release at our discretion insofar as their value sustainably exceeds the claims by more than 20 %.
(2) The goods remain our property; they must be marked as such and stored separately. Processing or transformation is always carried out for us as manufacturer, but without obligation for us. If our (co-)ownership expires through combination or mixing, it is hereby agreed that the Customer’s (co-)ownership of the uniform item passes to us in proportion to its value (invoice value). The Customer keeps our (co-)property in safe custody free of charge. Goods to which we are entitled to (co-)ownership are hereinafter referred to as reserved goods.
(3) The Customer is obliged to store the reserved goods carefully for us, to maintain and repair them at its own expense and to insure them at its own expense against loss and damage to the extent required of a prudent businessperson. The Customer hereby assigns to us in advance its claims arising from the insurance contracts; we accept the assignment.
(4) The Customer is entitled to process and sell the reserved goods in the ordinary course of business as long as it is not in default. Pledges or transfers by way of security are not permitted. The Customer hereby assigns to us in full by way of security the claims arising from the resale or any other legal grounds (insurance, tort) with regard to the reserved goods; we accept the assignment. We revocably authorise the Customer to collect the claims assigned to us for our account in its own name. This collection authorisation may only be revoked if the Customer does not duly meet its payment obligations. At our request, the Customer will disclose the assignment and provide us with the necessary information and documents.
(5) In the event of third-party access to the reserved goods, in particular seizures, the Customer will point out our ownership and notify us without delay so that we can enforce our ownership rights. Insofar as the third party is not in a position to reimburse us for the judicial or extrajudicial costs incurred in this connection, the Customer is liable for these.
(6) In the event of conduct by the Customer in breach of contract – in particular default in payment – we are entitled in accordance with the statutory provisions to withdraw from the contract and to take back the reserved goods at the Customer’s expense and, where applicable, to demand the assignment of the Customer’s claims for return against third parties. The seizure of the reserved goods by us does not constitute a withdrawal from the contract unless we expressly declare this in writing. If we withdraw from the contract, we may demand appropriate remuneration for the period during which the goods were made available for use.
§ 12 Payments / default in payment
(1) Unless otherwise agreed, our invoices are due for payment without deduction within 30 days of the invoice date. For payment within 10 days of the invoice date, we grant a 2 % cash discount.
(2) Notwithstanding any provisions of the Customer to the contrary, we are entitled to offset payments first against its older debts; we will inform the Customer of the type of offsetting made. If costs and interest have already been incurred, we are entitled to offset the payment first against the costs, then against the interest and finally against the principal claim.
(3) A payment is only deemed to have been made when we can dispose of the amount. We only accept bills of exchange and cheques on account of performance, and they are only deemed to be payment once they have been finally honoured and settled. Charges or other costs arising from the presentation of the cheque or bill of exchange are borne by the Customer. Payments by bill of exchange require our consent.
(4) If the Customer defaults on payment – for example in the case of agreed payment in instalments – we are entitled, without prejudice to our right to demand immediate settlement of the entire claim, to demand default interest of 9 percentage points above the base interest rate (§ 288 (2) BGB) as well as the lump sum for default of 40 euros (§ 288 (5) BGB). We reserve the right to claim higher damages.
(5) If the Customer does not meet its payment obligations, in particular does not honour a cheque or bill of exchange or suspends its payments, or if other circumstances become known to us after conclusion of the contract which, in our dutiful commercial judgement, are likely to reduce the creditworthiness of the Customer, we are entitled, without prejudice to further statutory provisions, to demand advance payment or security for outstanding deliveries. If this is not provided after expiry of a reasonable grace period – unless such a period is dispensable – we are entitled to withdraw from the contract and/or to claim damages in lieu of performance. In this case, we are also entitled to declare the entire remaining debt due, even if we have accepted cheques or bills of exchange.
(6) The Customer is only entitled to set-off if its counterclaims have been legally established, are undisputed or have been acknowledged by us. The Customer is only entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship. The Customer’s statutory rights in the event of defects remain unaffected.
§ 13 Design changes
We reserve the right to make changes to design or form even during the delivery period, in particular those due to technical improvements or legal requirements, provided that the product is not significantly changed or its suitability for the contractually assumed or ordinary use is not impaired, and the change is reasonable for the Customer. However, we are not obliged to make such changes to products already delivered.
§ 14 Copyright
All illustrations, photos, drawings, samples or other documents provided by us are subject to our property rights and copyright. This also applies to documents transmitted to the Customer in electronic form. Disclosure to third parties requires our express written consent.
§ 15 Applicable law, place of jurisdiction, place of performance
(1) These Terms and Conditions and all legal relations between us and the Customer are governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG), even if the Customer has its registered office abroad. The language of the contract is German.
(2) Unless otherwise agreed, the place of performance for all obligations arising from the contractual relationship is our registered office in Wilnsdorf.
(3) If the Customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, or if it has no general place of jurisdiction in the Federal Republic of Germany, Siegen is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. However, we are entitled to sue the Customer at its general place of jurisdiction as well.
(4) Should any provision of these Terms and Conditions or any provision within the framework of other agreements be or become invalid or unenforceable, this shall not affect the validity of all other provisions or agreements. The invalid or unenforceable provision shall be replaced by the statutory provisions.
(5) We process personal data of the Customer and of third parties involved insofar as this is necessary for the proper performance of the contractual relationship (Art. 6 (1) (b) GDPR). Details can be found in our privacy policy.
As of: October 2026