General Terms and Conditions
I Application
1. Amendments and additions to orders must be made in writing. All ofers are subject to change unless they are designated as firm offers.
2. These terms and conditions shall also apply to future transactions in the case of ongoing business relationships, even if no express reference is made to them, provided that they have already been received by the customer at an earlier date.
3. Any other terms and conditions of purchase of the Purchaser shall only be binding on the Supplier if they are expressly recognised by the Supplier.
4. Should individual provisions be or become invalid, this shall not affect the validity of the remaining provisions.
II Prices
1. Prices are ex works excluding freight, customs, import duties and packaging plus VAT at the statutory rate.
2. If the decisive cost factors change significantly after submission of the offer or after order confirmation up to delivery, the Supplier and the Purchaser shall agree on an adjustment of the prices.
3. The supplier is not bound to previous prices for new orders (= follow-up orders).
III Delivery and acceptance obligations
1. Delivery periods shall commence upon receipt of all documents required for the fulfilment of the order, the down payment and the timely provision of materials, insofar as these have been agreed. The delivery deadline shall be deemed to have been met upon notification of readiness for dispatch if dispatch is impossible through no fault of the supplier.
2. Reasonable part deliveries and reasonable deviations from the order quantities of up to plus/minus 10% are permissible.
3. If the Purchaser fails to fulfil his obligation to take delivery, the Supplier shall not be bound by the provisions on self-help sales, irrespective of any other rights, but may
may sell the delivery item on the open market after prior notification of the customer.
4. Events of force majeure shall entitle the supplier to postpone the delivery for the duration of the hindrance and a reasonable start-up time, or to withdraw from the contract in whole or in part due to the part of the contract not yet fulfilled. Force majeure shall include strikes, lockouts or unforeseeable circumstances, e.g. operational disruptions, which make it impossible for the Supplier to deliver on time despite reasonable efforts; the Supplier must provide evidence of this. The Supplier shall inform the Purchaser immediately if a case of force majeure as described in paragraph 1 occurs.
IV Packing, despatch, transfer of risk
1. Unless otherwise agreed, the supplier shall select the packaging, mode of dispatch and dispatch route at its own discretion.
2. Even in the case of carriage paid delivery, the risk shall pass to the customer when the goods leave the supplier’s works. In the event of delays in despatch for which the customer is responsible
the risk is already transferred with the notification of readiness for dispatch.
3. At the written request of the customer, the goods shall be insured against storage, breakage, transport and fire damage at the customer’s expense.
V Simple and extended retention of title
1. The objects of the deliveries (goods subject to retention of title) shall remain the property of the Supplier until fulfilment of all claims to which the Supplier is entitled against the Purchaser arising from the business relationship. If the value of all security interests to which the Supplier is entitled exceeds the amount of all secured claims by more than 20 per cent, the Supplier shall release a corresponding part of the security interests at the request of the Purchaser.
2. For the duration of the retention of title, the purchaser is prohibited from pledging or transferring ownership by way of security and resale is only permitted to resellers in the ordinary course of business and only on condition that the reseller receives payment from its customer or makes the reservation that ownership is only transferred to the customer when the customer has fulfilled its payment obligations in full.
3 a. f the purchaser resells goods subject to retention of title, he hereby assigns to the supplier his future claims from the resale against his customers with all ancillary rights – including any balance claims – by way of security, without the need for any subsequent special declarations. If the goods subject to retention of title are resold together with other items without an individual price having been agreed for the goods subject to retention of title, the Purchaser shall assign to the Supplier, with priority over the remaining claim, that part of the total price claim which corresponds to the price of the goods subject to retention of title invoiced by the Supplier.
3 b. If a justified interest is substantiated, the purchaser must provide the supplier with the information required to assert its rights against the customer and hand over the necessary documents.
3 c. Until revocation, the customer is authorised to collect the assigned claims from the resale. In the event of good cause, in particular default of payment, suspension of payment, opening of insolvency proceedings (bankruptcy, composition, bankruptcy proceedings), protest of a bill of exchange or if there are comparable well-founded indications suggesting the Purchaser’s inability to pay, the Supplier shall be entitled to revoke the Purchaser’s authorisation to collect. Furthermore
the Supplier may, after prior warning of the disclosure of the assignment by way of security or the realisation of the assigned claims, disclose the assignment by way of security, realise the assigned claims and demand the disclosure of the assignment by way of security by the Purchaser to the Customer within a reasonable period of time.
4 a. The purchaser is permitted to process, remodel or combine the reserved goods with other items. The processing, remodelling or combination is carried out for the supplier. The Purchaser shall store the new item for the Supplier with the care of a prudent businessman. The processed, remodelled or combined item shall be deemed to be goods subject to retention of title.
4 b. In the event of processing, remodelling or combination with other items not belonging to the Supplier, the Supplier shall be entitled to co-ownership of the new item in the amount of the share resulting from the ratio of the value of the processed, remodelled or combined goods subject to retention of title to the value of the other processed goods at the time of processing, remodelling or combination. If the Purchaser acquires sole ownership of the new item, the Supplier and the Purchaser agree that the Purchaser shall grant the Supplier co-ownership of the new item created by processing, transformation or combination in the ratio of the value of the processed, transformed or combined goods subject to retention of title to the other processed, transformed and combined goods at the time of processing, transformation or combination.
4 c. In the event of the sale of the new item, the Purchaser hereby assigns to the Supplier its claim against the Customer arising from the resale, together with all ancillary rights, by way of security, without the need for any further special declarations. However, the assignment shall only apply to the amount corresponding to the value invoiced by the Supplier for the processed, remodelled or combined goods subject to retention of title. The portion of the claim assigned to the supplier shall be satisfied with priority. With regard to the collection authorisation and the conditions for its revocation, point 3 c shall apply accordingly.
4 d. If the goods subject to retention of title are combined with real estate or movable property by the Purchaser, the Purchaser shall also assign to the Supplier by way of security its claim to which it is entitled as remuneration for the combination, together with all ancillary rights, in the ratio of the value of the combined goods subject to retention of title to the other combined goods at the time of combination, without the need for any further special declarations.
5. In the event of seizure, confiscation or other dispositions or interventions by third parties, the customer must inform the supplier immediately.
6. In the event of culpable breach of essential contractual obligations by the Purchaser, in particular in the event of default in payment, the Supplier shall be entitled to take back the goods after issuing a written reminder. The Purchaser shall be obliged to surrender the goods. The taking back or assertion of the retention of title or the seizure of the delivery item by the Supplier shall not constitute a cancellation of the contract, unless the Supplier has expressly declared this. After prior warning, the supplier shall be entitled to realise the goods subject to retention of title that have been taken back and to satisfy his claims from the proceeds thereof, taking into account the outstanding claims.
VI Warranty and liability for defects
1. Decisive for the quality and design of the products are the reference samples, which are presented to the customer by the supplier for inspection on request. The assurance of certain properties of the delivery item must be made in writing in the order confirmation. The reference to technical standards serves to describe the performance. The warranty does not include the risk of consequential damage, unless the supplier, its executive employees or vicarious agents act wilfully or with gross negligence.
2. Deviations in dimensions and material that are customary in the trade and/or due to production technology do not justify complaints about the subject matter of the contract. DIN standards and our factory standards shall apply to tolerances, if available. The packaging contents (quantities) are determined by weighing or counting. Slightly differing quantities (up to 5%) are due to the different density of the raw material and do not constitute grounds for complaint. Weights stated by us are also non-binding guide values for calculating shipping costs.
3. Notices of defects and complaints must be made in writing immediately within the meaning of § 377 HGB (German Commercial Code), at the latest one week after receipt of the delivery. In the case of hidden defects, this period shall be extended to one week after discovery. In both cases, unless otherwise agreed, warranty claims shall expire twelve months after receipt of the goods.
4. In the event of a justified notice of defects – whereby the quality and design of the reference samples approved in writing by the Purchaser shall be decisive – the Supplier shall be obliged, at its discretion, to rectify the defect or to supply a replacement free of charge. If he does not fulfil these obligations within a reasonable period of time, the purchaser is entitled to demand a reduction in price or to declare rescission. Further claims are excluded, regardless of the legal grounds. Replaced parts are to be returned to the supplier carriage forward on request.
VII General limitations of liability
In all cases in which the supplier is obliged to pay damages in deviation from the above conditions on the basis of contractual or statutory claims, he shall only be liable insofar as he, his executives or vicarious agents can be accused of intent or gross negligence.
vicarious agents can be charged with intent or gross negligence.
VIII Terms of payment
1. All payments are to be made in EURO exclusively to the supplier.
2. Unless otherwise agreed, the purchase price for deliveries or other services is payable with a 2% discount within 10 days and without deduction within 30 days of the invoice date. The granting of a discount is subject to the settlement of all undisputed invoices due earlier. No discount shall be granted for any payments by bill of exchange.
3. If the agreed payment date is exceeded, interest of 8% above the respective base rate of the European Central Bank will be charged, unless the supplier can prove higher debit interest.
4. We reserve the right to refuse cheques or bills of exchange. Cheques and rediscountable bills of exchange shall only be accepted on account of performance; all associated costs shall be borne by the customer.
5. The customer may only offset or assert a right of retention if his claims are undisputed or have been recognised by declaratory judgement.
6. Non-compliance with terms of payment or circumstances which give rise to serious doubts as to the creditworthiness of the Purchaser shall result in all claims of the Supplier becoming due immediately. In addition, the Supplier shall be entitled to demand advance payments for outstanding deliveries, as well as to withdraw from the contract after a reasonable period of grace, or to demand compensation for non-performance, furthermore to prohibit the Purchaser from reselling the goods and to reclaim goods not yet paid for at the Purchaser’s expense.
IX Other agreements
1. We are authorised to process the data received from our customers on the basis of the business relationship in accordance with the provisions of the Federal Data Protection Act, in particular to transmit the data required for credit insurance to the credit insurers.
2. Should individual provisions of the contract with the customer/buyer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.
X Place of performance and jurisdiction
1. The place of performance is the location of the supplying plant.
2. The place of jurisdiction is Waldshut, also for legal proceedings relating to documents, bills of exchange and cheques.
These terms and conditions are valid for the following companies:
Frank Rüde GmbH, Luttinger Straße 78, D-79725 Laufenburg
Rüde GmbH, Lippersmatt 3, D-79725 Laufenburg
Spritz-Plast GmbH, Luttinger Straße 72, D-79725 Laufenburg