General terms and conditions of business and delivery of Rocholl GmbH
Aglasterhausen – last revised in: December 2018
§ 1 Scope
We conclude all contracts exclusively under the following conditions even if we do not expressly refer to them in the future. Our contractual partners accept these terms and conditions at the latest upon conclusion of the contract. Deviations that contradict these General Terms and Conditions as well as the purchasing conditions of our contractual partners shall only become part of the contract if they are expressly acknowledged by us in text form.
§ 2 Offer and conclusion of contract
We shall be bound by our offers for four weeks from the date of the offer. Apart from that, our offers are subject to confirmation with regard to price and delivery options. Any offers and cost estimates prepared by us must be treated strictly confidentially.
§ 3 Prices
Unless otherwise agreed, our prices are ex works including packaging. They are based on current cost factors. We reserve the right to adjust prices if the cost factors change by the time of delivery. Value added tax will be charged and disclosed separately.
§ 4 Order confirmation
Orders, agreements, warranties and the like require our written confirmation to be legally effective. Objections to our confirmations must be raised in writing immediately, however, at the latest within one week of receipt. Orders placed by our customers become binding for us upon receipt of a written order confirmation or by our delivery.
§ 5 Delivery
5.1 The delivery of our test specimens shall be at the customer’s expense and risk. The risk of deterioration and/or loss shall pass to the customer at the latest when the test specimens are loaded on board the means of transport. Unaccepted test specimens shall be stored at the customer’s expense and risk. Partial deliveries are permissible and are regarded as independent deliveries. We reserve the right to choose the means of transport and the transport route. However, we shall not be liable for the most favourable choice of means of transport. If a customer specifies a specific mode of dispatch or forwarding, he shall bear any additional costs arising therefrom. If shipment is delayed because our customer does not accept the test specimens 14 days upon notification of readiness for shipment, the risk shall pass to him from this day.
5.2 Delivery dates and delivery periods
Delivery time information is always subject to change without notice. Delivery shall start once the test specimens have been completed, as soon as all design and delivery details have been clarified and all prerequisites for delivery have been fulfilled by the customer. Unforeseeable extraordinary events release us from our obligation to deliver.
Claims for damages due to non-performance or late delivery are excluded unless they are based on intent or gross negligence on our part. If the customer is in default with his obligations owed to us, we shall not be bound by the delivery periods agreed on.
§ 6 Warranty and defects
6.1 The customer is obliged to notify us in writing of any defects, incorrect notifications or incorrect deliveries immediately, at the latest within 5 working days after delivery but in any case before processing or installing the specimens. Transport damage must be reported to us immediately upon arrival of the damaged test specimens, and a written complaint must be submitted to the carrier. Otherwise the customer’s notice of defects will not be accepted.
6.2 Without our express consent, nothing may be changed on faulty test specimens, otherwise the customer forfeits any warranty claim. As far as demonstrable defects are concerned, we have the right to choose either to remedy them free of charge or to deliver a replacement free of charge against return delivery.
6.3 Without a special written agreement we do not assume any responsibility for the compliance with foreign regulations by the test specimens delivered by us.
6.4 If no formal acceptance is required or specified, our deliveries and services shall be deemed accepted upon the acceptance or the commissioning of the test specimens.
6.5 We guarantee warranted properties, freedom from defects and functionality of the test specimens supplied by us in accordance with the respective state of the art.
6.6 Warranty is granted in accordance with the statutory provisions. The limitation period for warranty claims begins with the date of acceptance, at the latest however 3 months after delivery.
6.7 We do not accept any liability for damage caused by the inadequate or improper use of our test specimens.
6.8 If we find in the examination of the defects claimed that either no defects exist or that we are not responsible for the defects claimed, we shall be entitled to charge the customer for the costs incurred by us for the examination and/or repair of the test specimens, such as travel costs, experts’ fees, etc.
§ 7 Customer’s right to withdraw from the contract
7.1 In the event of a delay in performance for which we are responsible, the customer shall only be entitled to withdraw from the contract after a reasonable grace period has been granted and has expired, with the customer advising us explicitly of their refusal of acceptance.
7.2 Furthermore, the customer shall be entitled to rescind the contract if we culpably allow a reasonable period of grace to expire, which was granted to us for rework or replacement delivery with regard to a defect for which we are responsible within the meaning of these terms and conditions. The customer’s right of withdrawal shall also exist if we are objectively or subjectively unable to remedy the defect or make a replacement delivery.
§ 8 Return delivery
Test specimens delivered by us will only be taken back in perfect condition after prior written consent with carriage-paid return at the risk of the returning party provided that we have previously agreed to the return in writing. The value shall be credited less a reasonable share of the return costs. The return of customized products or test specimens that have been specifically procured for the customer is excluded in any case.
§ 9 Payment
9.1 Our invoices are due within 30 days of the invoice date. If payment is made within 14 days of the invoice date, a 2% discount will be granted by us. If an order is delivered in partial deliveries, the invoice shall also be issued in partial invoices, with the respective payment period commencing on the date of the invoice.
9.2 In the event of default in payment, interest at the rate of 12.5% p.a. shall be charged from the time of default, without the need for a separate notice of default or reminder. This does not exclude the charging of further damages caused by the delay. Our claims shall become due immediately irrespective of agreed deadlines if we become aware of circumstances that call into question the customer’s creditworthiness. In this case we reserve the right to carry out outstanding deliveries and further orders only against advance payment. Deliveries to new customers will also only be made against advance payment.
§ 10 Retention of title
10.1 The test specimens delivered remain our property until they have been paid in full.
10.2 In the case of mutual commercial transactions, the test specimens supplied by us shall remain our property until all our claims against our customer that exist at the date of invoice have been paid in full. The customer is only entitled to resell the goods in the ordinary course of business. The customer hereby assigns his claims from the resale to us. We hereby accept the assignment. At the latest in the event of default, our customer is obliged to name the debtor of the assigned claim to us. If the value of the securities existing for us exceeds our claim by more than 20% in total, we are obliged to release securities of our choice at the request of our customer or of a third party affected by our excess security.
10.3 As far as the treatment or processing of our test specimens is concerned, we shall be considered the manufacturer in accordance with § 950 BGB and retain ownership of the test specimens at all times during processing. If third parties are involved in the processing, we are limited to a co-ownership share in the amount of the invoice value of our test specimens. The property thus acquired shall be deemed reserved property.
10.4 In the event of default in payment or payment difficulties, we shall be entitled to demand the return of the test specimens delivered. The returning of test specimens shall only be considered as withdrawal from the contract if we expressly notify our customer of this in writing. In the other case, the goods shall be taken back to secure our claims. All transport and storage costs incurred due to the return shall be borne by our customer. The same applies to any reduction in value and to dismantling costs.
§ 11 Statute of limitation
Any claims of our customer, on whatever legal grounds, shall be subject to a limitation period of twelve months, unless the law provides for a shorter limitation period. The statutory periods shall apply to intentional or fraudulent conduct as well as to claims under the Product Liability Act.
§ 12 Choice of law, effectiveness, legal venue
The contractual relationship shall be 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.
The invalidity of individual contractual provisions shall not affect the validity of the remaining contract. The ineffective conditions shall be replaced by the statutory regulation. Insofar as statutory minimum regulations apply to non-merchants, these shall take the place of these conditions.
Place of performance for delivery and payment is Aglasterhausen. To the extent permissible, the Mosbach Regional Court shall be agreed as the place of jurisdiction for all disputes.
§ 13 Data privacy
The customer is informed and agrees that we collect, store and process goods, order and personal data in our data processing systems in compliance with the statutory provisions.
Datenschutzerklärung (DE) Terms of Service Code of Conduct
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