This translation is provided for information only. The German version is legally binding. Deutsche Fassung
Terms and Conditions of Delivery and Payment w w w .r e m a - t e c .de
The following terms and conditions apply exclusively to all our deliveries, services and other contracts (hereinafter we refer to ourselves as the "Supplier"), including future ones. The validity of purchasing conditions or other terms and conditions of delivery and payment of the Purchaser is hereby expressly and definitively rejected. They shall not apply. Collateral agreements, deviations and other amendments to the contract shall only be valid if they have been confirmed in writing by the Supplier.
The Supplier's written order confirmation shall be decisive for the scope of the delivery or service.
The documents pertaining to the offer, such as illustrations, drawings, and details of weights and dimensions, are only approximately authoritative unless they are expressly designated as binding. Offers are subject to change until the contract has been concluded.
Prices are quoted ex works, excluding packaging, in EUR. Value added tax at the applicable statutory rate shall be added to the prices. After expiry of the legally permissible period, the selling prices applicable on the day of delivery, together with any price surcharges or price reductions, shall apply to all services listed in the offers or order confirmations. Call-off orders are, as a matter of principle, concluded only for a maximum term of one year. If the goods ordered under a call-off order are not accepted within this period, the Supplier may declare the call-off order void. For the goods already accepted, a supplementary invoice will be issued on the basis of the list prices or the normal discount rates. The Purchaser shall compensate the Supplier for the loss incurred by the Supplier as a result of order cancellations. Obvious errors and mistakes in offers, order confirmations or invoices may be corrected by the Supplier. No legal claims can arise on the basis of erroneous information that is in obvious contradiction to the other sales documents.
Packaging costs are charged at the lowest possible rate. Where disposable packaging is used, there is no return of empties and accordingly no credit; packing cases will be credited at two thirds of the price charged if they are returned carriage paid to our works in good condition with all packing material within 30 days of receipt.
The delivery period or delivery date shall commence upon dispatch of the order confirmation, but not before the documents, information, permits and approvals to be procured by the Purchaser have been provided, nor before receipt of any agreed down payment. After dispatch of the order confirmation, the delivery period or delivery date shall be extended by the period of time required by the Purchaser to provide the documents, information, permits and approvals to be procured by it and to make any agreed down payment. The same shall apply if the Purchaser or the Supplier subsequently agrees a change to the scope of the delivery and this change involves additional time.
The delivery period shall be deemed to have been met if, by the time it expires, the delivery item has left the works or readiness for dispatch has been notified.
The delivery period shall be extended appropriately in the event of measures taken in the context of industrial action, in particular strikes and lockouts, and in the event of unforeseen obstacles beyond the Supplier's control, insofar as such obstacles demonstrably have a considerable effect on the completion or delivery of the delivery item. This shall also apply if such circumstances occur at sub-suppliers.
The Supplier shall not be responsible for the aforementioned circumstances even if they arise during an already existing delay. In important cases, the Supplier will notify the Purchaser of the beginning and end of such obstacles as soon as possible. If the Purchaser is entitled to a claim for damages arising from a delay due to the Supplier's own fault, the Purchaser shall be entitled, to the exclusion of all further claims, to compensation for delay for each full week of delay amounting to ½ per cent in total, but not exceeding 5 per cent, of the value of that part of the overall delivery which cannot be used in time or in accordance with the contract as a result of the delay. If a claim for damages pursuant to §286 BGB is asserted in this connection, the Supplier can only be held liable for intentional or grossly negligent fault. If dispatch is delayed at the request of the Purchaser, the costs incurred by storage shall be charged to the Purchaser, beginning one month after notification of readiness for dispatch, but in the case of storage at the Supplier's works at least ½ per cent of the invoice amount for each month. This shall not affect the Purchaser's obligation to pay the agreed purchase price on time. From readiness for dispatch, the Purchaser shall bear the risk of accidental loss of, or accidental deterioration in, the ordered goods not caused by the fault of the Supplier. The Supplier shall, however, be entitled, after setting a reasonable deadline which has expired without result, to dispose of the delivery item otherwise and to supply the Purchaser within a reasonably extended period. Compliance with the delivery period presupposes the fulfilment of the Purchaser's contractual obligations. Partial deliveries are permitted.
demonstrably have a considerable effect on the completion or delivery of the delivery item. This shall also apply if such circumstances occur at sub-suppliers.
Unless otherwise agreed, payment shall be made within 10 days with a 2% cash discount or 30 days net from the invoice date, free of charges to the Supplier's paying office. In the case of orders for installations (units) with a total price of more than EUR 5,000.00 per installation, payment shall be made as follows: 1/3 upon receipt of our order confirmation, 1/3 upon notification of readiness for dispatch, 1/3 within one month of notification of readiness for dispatch.
Assembly costs or repair costs are payable immediately, strictly net. If the Supplier incurs default costs as a result of the Purchaser's default in payment, the Supplier may claim default costs at a rate of 3% above the discount rate of the Deutsche Bundesbank. The right to assert further damage caused by default is reserved. (The Purchaser reserves the right to show that the default interest claimed does not correspond to the default costs actually incurred by the Supplier.) The Supplier reserves the right to accept bills of exchange; acceptance takes place without any liability for timely protest. All discount and collection charges, fees and taxes arising in connection with the acceptance, transfer and collection of bills of exchange shall be borne by the Purchaser. Deliveries to new customers will only be made against advance payment or cash on delivery until satisfactory references have been provided. Customers who do not comply with the terms of payment must expect further deliveries to be made cash on delivery. Until full payment of invoice amounts due, including default interest, the Supplier shall not be obliged to make any further delivery under any contract. If the customer is in default with a payment due or if unfavourable information about the customer's financial circumstances becomes known, the Supplier may, for all deliveries still outstanding and with cancellation of the payment term, demand cash payment before delivery or security for the purchase price, as well as immediate payment of invoice amounts not yet due, even if bills of exchange have been given for them.
Shipment shall be at the expense and risk of the Purchaser. No compensation can be provided for breakage or other damage in transit. Transport insurance (at the Purchaser's expense) will only be taken out on request. The risk shall pass to the Purchaser as soon as the Purchaser has been notified that the goods are ready for dispatch, but at the latest when loading begins upon leaving the supplying works. This shall also apply if carriage-paid delivery has been agreed or if the Supplier has assumed other services, e.g. transport to site and installation. If dispatch is delayed as a result of circumstances for which the Purchaser is responsible, the risk shall pass to the Purchaser from the day of readiness for dispatch; however, the Supplier shall be obliged, at the request and expense of the Purchaser, to take out the insurance demanded by the Purchaser.
The goods delivered shall remain the property of the Supplier until full payment of the purchase price and complete settlement of all claims, including those arising in future, from the business relationship with the Supplier. The acceptance of a bill of exchange or cheque shall not be deemed payment until the instrument has been honoured. The Purchaser shall not acquire ownership of the new item pursuant to §950 BGB by processing the goods subject to retention of title. Processing shall be carried out on behalf of the Supplier without the Supplier incurring any liabilities as a result. If the goods subject to retention of title are processed or combined with other items not belonging to the Supplier, the Supplier shall acquire sole ownership or co-ownership of the products in the ratio of the purchase value of the goods to the value of the overall product. To that extent, the new product shall be held in safe custody for the Supplier. The Purchaser is only permitted to resell the goods subject to retention of title in the ordinary course of business. In the event of any resale, the Purchaser hereby assigns in advance to the Supplier the claim accruing to it from such resale. If the goods subject to retention of title have been sold together with goods of other suppliers, with or without processing or combination, the fraction of the claim against the employee that corresponds to the Supplier's purchase value of the goods used for the delivery in relation to the selling price shall be assigned to the Supplier. A resale of the goods subject to retention of title to customers who exclude the assignment of the Purchaser's claim arising against them is not permitted. If the value of the security given to the Supplier exceeds its claim in total by more than 25%, the Supplier shall, at the Purchaser's request, release the excess security at the Supplier's discretion. The Purchaser may neither pledge the delivery item nor transfer it by way of security. In the event of attachment, seizure or other dispositions by third parties, the Purchaser shall notify the Supplier thereof without delay. In the event of conduct by the Purchaser in breach of contract, in particular default in payment, the Supplier shall be entitled to take back the goods after a reminder and the Purchaser shall be obliged to surrender them. The assertion of retention of title and the attachment of the delivery item by the Supplier shall not be deemed a withdrawal from the contract, unless the Instalment Payments Act (Abzahlungsgesetz) applies.
The dimensions and weights stated in the Supplier's drawings are not binding. The right to make design changes is reserved. The copyright and the rights under §7 of the Patent Act and §1 of the Utility Model Act (Patent- und Gebrauchsmustergesetz) in drawings and equipment, together with the associated documents, offers and cost estimates, shall remain with the Supplier. They are entrusted to the recipient solely for personal use for the purposes of the Supplier's respective offer and may not be reproduced, even in part, or made accessible to third parties without the Supplier's express permission. In the event that no order is placed, drawings and associated documents shall be returned without delay once the decision has been made.
The Supplier assumes liability for its equipment with regard to third-party industrial property rights only for the territory of the Federal Republic
The shipping weights and dimensions stated in the printed literature are as accurate as possible but cannot be guaranteed. Complaints attributable to any differences between the actual weight or dimensions of the material shipped and the information given in the printed literature cannot be accepted.
For defects in the delivery, which also include the absence of warranted characteristics, the Supplier shall be liable as follows, to the exclusion of all further claims against it or its vicarious agents and agents, without prejudice to the Purchaser's statutory right of withdrawal: All parts which, within 24 months (in the case of multi-shift operation within 12 months) of the passing of risk, prove to be unusable or whose usability is not insignificantly impaired as a result of a circumstance occurring before the passing of risk, in particular due to faulty design, poor materials or defective workmanship, shall be repaired or replaced free of charge at the Supplier's choice, exercised at its reasonable discretion. The discovery of such defects shall be notified to the Supplier in writing without delay. Replaced parts shall become the property of the Supplier and shall be sent to the Supplier on request. If rectification and replacement delivery ultimately fail to remedy the defect, a Purchaser who is not a merchant may demand cancellation of the contract (Wandlung) or a reduction in price in accordance with the statutory provisions. For significant third-party products, the Supplier's liability shall be limited to the assignment of the liability claims to which it is entitled against the supplier of the third-party product. Purchasers who are not merchants may in this case also demand rectification by the Supplier or the delivery of a defect-free product. The Purchaser's right to assert claims arising from defects shall in all cases become time-barred 6 months from the date of the timely notice of defects, but not before expiry of the warranty period. No warranty is assumed for damage arising from the following causes: unsuitable or improper use, faulty assembly or commissioning by the Purchaser or third parties, natural wear and tear, faulty or negligent handling, unsuitable operating materials, substitute materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences, unless they are attributable to the fault of the Supplier. The Purchaser shall, after consultation with the Supplier, give the Supplier the necessary time and opportunity to carry out all repairs and replacement deliveries which the Supplier deems necessary at its reasonable discretion; otherwise the Supplier shall be released from liability for defects. Only in urgent cases of danger to operational safety and to prevent disproportionately large damage, in which case the Supplier must be notified immediately, or if the Supplier is in default with remedying the defect and allows the reasonable grace period for remedying the defect to be granted by the Purchaser to expire unused, shall the Purchaser have the right to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary costs from the Supplier. To the extent permitted by law, all other further claims of the Purchaser for cancellation of the contract (Wandlung), reduction in price, termination and compensation for damage of any kind are excluded, in particular any claim for compensation for damage not incurred on the delivery item itself. A particular characteristic of the goods shall only be deemed warranted if this has been confirmed in writing. In the absence of a warranted characteristic, damages may only be claimed insofar as the warranty given by the Supplier was expressly intended to protect the Purchaser against certain damage. Of the direct costs arising from the repair or replacement delivery, the Supplier shall bear, insofar as the complaint proves to be justified, the costs of the replacement part, including shipment, as well as the reasonable costs of removal and installation and, if this can reasonably be demanded in the circumstances of the individual case, the costs of providing any necessary fitters, assistants or agents. In all other respects, the Purchaser shall bear the costs. The warranty period for the replacement part and the repair shall be three months, but shall run at least until expiry of the original warranty period for the delivery item. The period of liability for defects in the delivery item shall be extended by the duration of the interruption of operations caused by the rectification work. Liability for the resulting consequences shall be cancelled by any improper modifications or repair work carried out by the Purchaser or third parties without the Supplier's prior approval. Costs incurred by the Supplier in investigating unjustified notices of defects by the Purchaser shall be borne by the Purchaser. This shall also apply if the Purchaser is not at fault for the wrongly raised notice of defects. The Supplier's special assembly conditions shall apply to assembly work carried out by the Supplier.
If, through the fault of the Supplier, the delivered item cannot be used by the Purchaser in accordance with the contract as a result of the omitted or faulty implementation of suggestions and advice given before or after conclusion of the contract or of other contractual ancillary obligations, in particular instructions for the operation and maintenance of the delivery item, the provisions of Section 12 shall apply accordingly, to the exclusion of further claims of the Purchaser.
In the event of unforeseen events within the meaning of Section 5 of the conditions of delivery, insofar as they considerably change the economic significance or the content of the performance or considerably affect the Supplier's operations, and in the event that performance subsequently proves to be impossible, the contract shall be adapted appropriately. Insofar as this is not economically justifiable, the Supplier shall have the right to withdraw from the contract in whole or in part. The Purchaser shall have no claims for damages on account of such withdrawal. If the Supplier wishes to exercise the right of withdrawal, it shall notify the Purchaser thereof without delay after realising the implications of the event, even if an extension of the delivery period was initially agreed with the Purchaser.
Equipment for repair must be delivered free of charge. Acceptance of consignments not sent carriage paid may be refused.
Returns for credit will only be accepted if the Supplier's consent has been obtained in advance. The Supplier's invoice number must always be stated when goods are returned. Only equipment that is of standard design and can be used elsewhere can be taken back for credit. The credit amount will be calculated on the basis of the prices applicable at the time of the return or the invoiced prices, taking into account the condition of the equipment (whichever of these prices is lower). The valuation is based on the condition and reusability of the equipment, less the handling costs incurred for the order and the processing of the return as well as any expenses for repair. Obsolete equipment or custom-made items can only be taken back for credit if they are still saleable.
The place of performance for delivery and payment and the exclusive place of jurisdiction for both parties is Karlsruhe.
For all disputes arising from the contractual relationship and in summary proceedings for payment (Mahnverfahren), if the Purchaser is a registered merchant (Vollkaufmann), a legal entity under public law or a special fund under public law, the action shall be brought before the court having jurisdiction for the Supplier's principal place of business. The Supplier shall also be entitled to bring an action at the Purchaser's principal place of business. German law shall apply. The application of international sales law is excluded.
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