General Terms and Conditions rontec GmbH Metallwerke
I. Scope of application
The following terms and conditions of business shall form an integral part of all offers and declarations of acceptance of contracts of rontec GmbH Metallwerke (hereinafter referred to as rontec) and shall form the basis of all sales, deliveries, planning and business transactions of rontec associated with the distribution and manufacture of the products.
The client or customer (hereinafter referred to as AG) accepts these terms and conditions by concluding a contract with rontec, by placing an order or, at the latest, by accepting delivery for the duration of the entire business relationship and hereby acknowledges that these terms and conditions contradict any conflicting terms and conditions of the AG, even if rontec does not expressly object to the AG\'s terms and conditions.
These General Terms and Conditions shall also apply to all future business relations, even if they are not expressly agreed upon again.
II. Contract Content and Conclusion of Contract
Only the written order confirmation or written acceptance of an offer shall be decisive for the conclusion of a contract. Verbal subsidiary agreements or amendments to the contract, additions to the contract, subsequent adjustments or similar deviations from the contract originally concluded shall only become contractual content to the extent that they have been confirmed again in writing by rontec.
rontec may revoke the offer made to the client to conclude a contract within a period of 3 calendar days, calculated from the date of the offer, without stating reasons. rontec shall be bound by the offer made to the client for 3 months, unless otherwise stated in the order documents or other documents.
Pre-contractual communications, in particular offers, descriptions, cost estimates and equivalent documents and information from rontec are subject to change without notice and are non-binding; they merely identify the product and do not constitute a warranty of characteristics unless rontec expressly makes them part of the content of the contract or identifies them as a product characteristic.
rontec reserves the right to make necessary technical or planning changes or similar adjustments in the execution of the order, insofar as they result from the progress of technical developments or prove to be expedient in individual cases in the interest of feasibility or with regard to the customer\'s request and the performance agreed with the customer is not substantially changed as a result.
rontec reserves the property rights, copyrights and other industrial property rights to all illustrations, calculations, drawings and other documents. The client may only pass them on to third parties with the written consent of rontec, regardless of whether they are marked as confidential.
rontec shall not be obligated to check the correctness and completeness of the technical, planning, drawing or similar documents provided to it by the Principal for the manufacture of the product or any other documents required for its execution. If rontec provides the CL with execution documents, the CL shall immediately check these for their completeness, correctness and for the content of necessary and essential properties and, if these documents are defective, shall immediately notify rontec thereof. If the CL fails to do so, the execution documents shall be deemed to be agreed and shall constitute the basis of the business; no rights of the CL may arise from this.
The products manufactured by rontec are always individual items manufactured at the request of the CL, which have been manufactured exclusively according to the specifications and requirements of the CL. The Principal shall therefore have neither rights of revocation, rights of termination nor any other possibilities of rescission.
III. Terms of payment and prices
The prices of rontec shall apply ex works without packaging, unless otherwise specified in the order confirmation or other order documents. The prices do not include the statutory value added tax. This shall be shown separately by rontec in the invoice at the statutory rate on the day of invoicing.
rontec shall be entitled to demand an advance payment of 25% of the order value from its client prior to commencement of performance of its services. In addition, it shall be entitled to demand corresponding down payments in accordance with § 632a of the German Civil Code (BGB).
A cash discount deduction shall only be permissible in the event of a special written agreement between rontec and the CL. The purchase price shall be payable net (without deduction) immediately upon receipt of the invoice by the OP, unless otherwise agreed in writing. Payment shall be deemed to have been made only upon credit entry; the same shall apply to payment by check or other payment instructions.
Offsetting is only possible with counterclaims that have been legally established, are undisputed or have been acknowledged by rontec in writing. In general, counterclaims must be based on the same contractual relationship.
rontec reserves the right to adjust its underlying price calculations accordingly by providing evidence if price changes occur after conclusion of the contract due to tariff agreements or material price changes.
IV. Time of delivery and performance
Delivery dates, deadlines and similar dates that have not been expressly agreed as binding are exclusively non-binding information. The delivery period stated by rontec shall not commence until technical questions and all ambiguities associated with the implementation of the order have been clarified, unless otherwise contractually agreed.
To the extent permitted by law, the liability of rontec infulge of delay shall be limited to the foreseeable, typically occurring damage if the delay in delivery is not due to an intentional breach of contract for which rontec is responsible, whereby fault on the part of representatives or vicarious agents shall be attributed to rontec to the extent stipulated by law.
rontec shall be entitled to make partial deliveries and render partial services at any time, provided that this is reasonable for the Principal and does not conflict with the performance of the contract.
rontec shall inform the CL of possible installation dates. In the event that the Principal does not provide any feedback in this regard, rontec shall be entitled to specify a binding installation date. If rontec is unable to perform all necessary installation measures and related services on this installation date for reasons for which the Principal is responsible, or if the Principal does not notify rontec of an installation date, the Principal shall be in default of acceptance. rontec shall be entitled to assign all installation measures and related services to a third party without consulting the Principal.
In the event of force majeure and other unforeseeable, extraordinary circumstances for which rontec is not responsible, the execution and delivery time shall be extended in accordance with the duration of the hindrance, insofar as rontec is prevented from fulfilling its obligations in a timely manner. If, for these reasons, the delivery and performance by rontec becomes impossible or if rontec is entitled to a right to refuse performance, rontec shall be released from the obligation to fulfill the order in accordance with the contract. If this should be the case, the AG shall not be entitled to assert claims for damages against rontec. rontec may only invoke the aforementioned circumstances if it informs the AG thereof without delay.
In the event of default of payment by the CL, rontec shall have the right to demand default interest to the extent stipulated by law. In the case of business relations with companies, rontec shall furthermore be entitled to payment of a lump sum for damages in the amount of € 50.00.
V. Transfer of risk, acceptance and shipment
Unless otherwise agreed in writing, the shipment shall be effected uninsured at the risk of the CL, irrespective of who assumes the transport. rontec shall not take back transport packaging and all other packaging in accordance with the Packaging Ordinance, unless otherwise agreed, with the exception of pallets, in particular Euro pallets. The CL shall arrange for the disposal of the packaging at its own expense.
If shipment is delayed at the request or through the fault of the CL, rontec shall store the products at the expense and risk of the CL. In this case, notification of readiness for shipment shall be deemed equivalent to shipment.
The CL is obligated to accept the work immediately after completion in the presence of rontec\'s employees and fitters.
The risk shall pass to the CL at the time of acceptance in accordance with the statutory provisions. This shall also apply to partial acceptances, insofar as these can be brought about according to the type and nature of the project or the order.
If the Principal does not request acceptance, the product and the service shall be deemed to have been accepted after the expiry of 12 working days after written notification of completion (deemed acceptance). Likewise, the fiction of acceptance shall apply if rontec sets the CL a deadline for acceptance and the CL does not refuse acceptance within this deadline, stating at least one defect. The aforementioned provisions shall also apply to partial acceptances. Acceptance may not be refused due to minor defects.
VI. Retention of title and assignment
All goods shall remain the property of rontec until all claims of rontec against the CL, which already existed at the time of conclusion of the contract or which will arise in the future, have been satisfied. The AG is obligated to handle the product with care, in particular to sufficiently insure it at its own expense against the risk of fire, water and theft at replacement value.
If the goods are processed by the CL or third parties - subcontractors - into a new item, the processing shall be for rontec. An acquisition of ownership according to §§ 946 ff. BGB by the AG or by a third party is excluded. If the product delivered by rontec is combined with parts and goods of third parties, rontec shall acquire co-ownership of the new item in proportion to the value of the goods delivered by it.
In the event of seizures or other interventions by third parties, the AG shall immediately notify rontec in writing so that rontec has the opportunity to take legal action pursuant to § 771 ZPO (German Code of Civil Procedure). If the third party is not in a position to reimburse rontec for the judicial and extrajudicial costs of a lawsuit, the AG shall be liable for the loss incurred by rontec.
The AG shall be entitled to resell products in the ordinary course of business; however, he hereby assigns to rontec all claims in the amount of the final invoice amount of the purchase price claim owed by him, including value added tax, which accrue to him from the resale against his customers or third parties.
The assignment of claims to which the AG is entitled from the business relationship with rontec is excluded.
VII. Right of access
The AG agrees that rontec may enter the company premises and other areas required for its services in order to perform its contractual services.
VIII. Rights in case of material defects
The limitation period for material defects shall be 1 year from acceptance if the CL is not a consumer. Otherwise, the limitation period of 2 years shall apply. The Client\'s claims shall be limited to a claim for subsequent performance. Excluded from this in each case are claims for defects by consumers as well as claims for damages due to injury to life, body or health and/or claims for damages due to damage caused by gross negligence or intent by rontec.
The rights shall otherwise be governed by the statutory provisions.
VIII. Compensation and liability
Insofar as rontec incurs costs and expenses in connection with an obstruction or impairment of the CL or due to the fault of the CL, the CL shall be obligated to reimburse rontec in full for the resulting damage and all expenses.
In all other respects, rontec shall be liable in the event of a breach of contractual or non-contractual obligations only in accordance with the statutory provisions; liability shall be excluded to the extent permitted by law.
IX. Special orders
All services, measures, orders and similar additional services which are additionally ordered by the client and which were not originally agreed upon in the contract shall be invoiced separately by rontec.
X. Final Provisions
The law of the Federal Republic of Germany shall apply exclusively to all disputes arising in connection with these provisions. The UN Convention on Contracts for the International Sale of Goods is expressly excluded.
The place of jurisdiction shall be the registered office of rontec.
Amendments and supplements must be made in writing to be effective. This shall also apply to the waiver of this written form requirement. Should any of the above provisions be invalid, this shall not affect the validity of the remaining provisions.
