VMT Solutions, GENERAL TERMS OF BUSINESS
§ 1 General
The General Terms of Business of VMT Solutions Ltd – hereinafter called “VMTs“ – apply to all contracts made between VMTs and the employer as well as to all other agreements made within the scope of the business relations, as far as no other provions have been agreed upon.
Changes of the General Terms of Business must be carried out in written form.
§ 2 Quotations and contract conclusion
All quotations made by VMTs are subject to change.
Contracts are binding after written acceptance through VMTs.
The scope of services to be performed by VMT Solutions will be specified in the order acceptance from VMT Solutions’s side.
§ 3 Conditions of payment
All invoices from VMTs are due within 10 days as of invoice date.
All prices apply without packaging, transportation and postage. Any complaints are only permitted within 4 weeks, after this period invoices will be considered approved.
§ 4 Delivery
The delivery dates announced by VMT Solutions are binding only if they are explicitly marked as such in the order confirmation.
Necessary preconditions for adherence to delivery dates are the required documents to be provided ontime as well as the adherence to all agreements relevant to the contract. With non-fulfilment or partial fulfilment, delivery periods will be prolonged to an appropriate extent.
In case the employer demands changes to the order after the order has been confirmed or in case circumstances occur making it impossible for VMTs to adhere to the delivery date, though VMTs can not be made responsible for these circumstances, delivery periods will be prolonged to an appropriate extent.
Especially acts of God and other events VMTs can not be made responsible for and which have significant effect on the delivery or the performance, strike or lock-out or circumstances based on general principles of law VMTs can not be made responsible for, the latter is entitled to postpone the service for the duration of the impediment plus an appropriate start-up time or may withdraw from the contract partially or wholly due to the parts not fulfilled yet.
In case the impediment does not cease within the foreseeable future, VMTs may stop the delivery or withdraw from the contract partially or wholly without the customer being entitled to claim subsequent delivery or compensation.
§ 5 Liability & Warranty
VMTs can only be made liable for knowing or gross negligence. Liability for slight negligence is excluded.
In all cases VMT Solutions is liable for, liability is limited to the amount of damage VMT Solutions was able to foresee when concluding the underlying contract.
Any liability is excluded as soon as the customer starts editing plans, documents or data delivered by VMT Solutions or is having them changed by a third party or a software.
The customer is obliged to check the delivered data immediately and to indicate obvious faults within 10 days as of delivery date at the latest in written form. Faults announced too late exclude any warranty claim. Non-obvious faults are to be announced immediately after gaining knowledge of them in written form.
If the services performed by VMTs and faults have been indicated in due time, VMTs is entitled to choose whether to correct defective files or to create new ones. Claims of damage due to non-fulfilment are explicitly excluded.
VMTs can not be made liable for not checking the content of the delivered files and / or hardcopies before further use with constructions, plannings and projects. For all these described cases the customer is wholly responsible for.
§ 6 Reservation of proprietary rights
The files provided by VMTs may only be used by the customer for testing purposes until full payment arising from the business relation has been carried out.
The ownership of the files will be fully transferred only after everything arising from the contract has been fully paid.
The customer is not entitled to use the files still under reservation of proprietary rights after the payment period has expired, as far as the payment has not been fully carried out yet. However, in case the customer sells the files and VMTs gives permission, the customer of VMTs abandons all claims against his purchasers as soon as the contract has been concluded. The customer is obliged to give VMTs all the information necessary for the assertion of these rights and to carry out the necessary cooperation acts.
§ 7 Choice of law, Jurisdiction
The law of the Socialist Republic of Vietnam applies.
Jurisdiction is Ho Chi Minh City, Vietnam.