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GENERAL TERMS AND CONDITIONS OF DELIVERY

 

 

 

 

  1. Scope
    1.1. These General Terms and Conditions of Delivery only apply to entrepreneurs within the meaning of § 14 BGB.
    1.2. We provide all our deliveries and services exclusively in accordance with these General Terms and Conditions of Delivery, unless otherwise agreed in writing in the individual contract. We do not recognise conflicting or deviating terms and conditions of the customer unless we have expressly agreed to their validity in writing.

    2. Offer and Order
    2.1. Our offers are subject to change and non-binding, unless they are expressly designated as a binding offer.
    2.2. Our written order confirmation is decisive for the order, which can also be made by sending an invoice with the goods. If the customer has objections to the content of the order confirmation, he must object to the order confirmation immediately, at the latest within 14 days of receipt. Otherwise, the contract is concluded in accordance with the order confirmation.

    3. Prices and Terms of Payment
    3.1. The prices stated in the order confirmation are decisive. Unless otherwise agreed, our prices are ex-works and include packaging, freight, insurance, customs and VAT.
    3.2. Packaging will be charged separately at cost price, a return of the packaging is not possible.
    3.3. Insurance is only provided at the request and expense of the customer.
    3.4. Bills of exchange and cheques are only accepted on account of payment by express agreement. Any expenses and costs incurred as a result are to be borne by the customer.

    4. Offsetting and Retention
    4.1. The customer may only offset against an undisputed or legally established counterclaim. The customer is only permitted to assert a right of retention if it is based on the same contractual relationship.

    5. Delivery
    5.1. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon handover, or in the case of dispatch upon delivery of the goods to the transporter.
    5.2. If we select the shipping method, the route or the shipping person, we are only liable for gross negligence in the selection in question.
    5.3. Due to exceeding delivery deadlines, the customer can only withdraw from the contract if he has previously set us a reasonable grace period with a threat of rejection and the delivery has not taken place within the grace period. This does not apply if a deadline is dispensable under Section 323 (2) of the German Civil Code. If we are in default of delivery, we shall only be liable for the delay damage incurred by the customer in the event of intent or gross negligence. We are entitled to carry out partial deliveries to a reasonable extent and to invoice them separately.

    6. Retention of Title
    6.1. We reserve title to all goods delivered by us until full payment of all claims arising from the entire business relationship. The claims also include cheque and bill receivables as well as receivables from current invoices. If liability for us arising from bills of exchange is established in connection with the payment, the retention of title shall not expire until our claim for the bill of exchange is excluded.
    6.2. If the customer is in default of payment or if it becomes apparent that our payment claims are endangered by the customer’s lack of performance, we are entitled to demand the return of the goods on the basis of the retention of title. A withdrawal from the contract is not a prerequisite for this demand for surrender.
    6.3. The customer is entitled, subject to the revocation permissible for good cause, to dispose of the delivery item in the context of the proper course of business. However, the goods subject to retention of title may only be passed on from the customer to the buyer if the customer is not in default with his obligations to us. In the event of a resale, the customer assigns to us all claims arising from the resale, in particular payment claims but also other claims in connection with the sale, in the amount of the final invoice amount (including VAT). This applies regardless of whether the delivery item has been resold without or after processing. The customer is entitled to collect the assigned claims in trust until a revocation by us is permissible for good cause. For good cause, we are entitled to notify the third-party debtors of the assignment of claims on behalf of the customer. With the notification of the assignment to the third-party debtor, the customer’s right to collect expires. In the event of revocation of the right to collect, we may demand that the customer inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and notify the debtors of the assignment. Processing and transformation of the delivery item by the customer is always carried out for us. We are considered a manufacturer within the meaning of § 950 BGB without any further obligation. If the delivery item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the delivery item to the value of the other processed items at the time of processing. Incidentally, the provisions apply to the item resulting from processing as to the item delivered under reservation.

    7. Material defects
    7.1. The customer is obliged to inspect each delivery immediately upon receipt or receipt and to report any recognizable defects to us immediately in writing. Hidden defects must be reported in writing immediately after they are discovered. Otherwise, the delivery is deemed to have been approved.
    7.2. If there is a defect for which we are responsible, we are entitled to subsequent performance by remedying the defect at our discretion or by delivering a defect-free item. If we refuse to provide supplementary performance, if it has failed or is unreasonable for the customer, the customer can withdraw from the contract or demand a reduction at his discretion.
    7.3. Claims for defects by the customer expire after 12 months from delivery. If commissioning has been agreed, claims for defects expire 12 months from commissioning, but no later than 15 months after delivery. This does not apply to the extent that the law prescribes longer deadlines for buildings and objects for buildings, in the case of fraudulent intent and recourse by the contractor. Natural wear and tear on wearing parts, as well as corrosion on system components, etc., does not justify any claims for material defects. We only assume liability for material defects for the proper functioning of installed spare parts if the installation has been carried out by qualified personnel. In the event of improper handling, in particular in the event of a lack of regular maintenance, non-compliance with the operating instructions and improper intervention by third parties, our liability for material defects shall lapse, unless the customer can prove that these circumstances had no effect on the defect. Natural wear and tear is not subject to liability for material defects.
    7.6. In the event of wrongly raised complaints of defects, we are entitled to charge any transport costs incurred as well as an appropriate remuneration for the examination of the complaint.

    8. Damages
    8.1. We are liable for intent and gross negligence. We are only liable for simple negligence if it concerns the violation of essential contractual obligations resulting from the nature of the contract or the violation of which jeopardizes the achievement of the purpose of the contract. Even then, the compensation is limited to the foreseeable damage typical for the contract. In addition, claims for damages by the customer are excluded in the event of simple negligence, regardless of the legal grounds.
    8.2. The above limitation of liability does not apply to claims arising from the Product Liability Act, in the event of injury to life, limb or health.
    8.3. In the case of claims for damages due to material defects, the limitation of liability also does not apply if we have fraudulently concealed a defect or assumed a guarantee for the condition of the item. The provision under 7.3 shall apply mutatis mutandis to the limitation period for claims for damages due to material defects.
    8.4. If we are entitled to a claim for damages against the customer as a result of an unjustified withdrawal or cancellation by the customer, we are entitled to claim our distribution and administrative overhead costs attributable to this contract as a liquidated minimum damage. The customer is entitled to prove that we have not suffered any damage at all or that it is significantly lower than this lump sum. We reserve the right to claim higher damages.

    9. Applicable law
    9.1. The place of performance for delivery and payment is the registered office of our company for both parties.
    9.2. The place of jurisdiction for all legal disputes arising from the contractual relationship as well as about its origin and validity is the registered office of our company for merchants for both parties. We may, at our option, also file a lawsuit at the customer’s registered office.
    9.3. The contractual relationship is subject exclusively to German law.

    10. Basic information on software from Rapp Schaltschranke GmbH:
    1. Software is generally protected by copyright in accordance with §§69 a ff of the Copyright Act (UrhG)
    2. Act on Copyright and Related Rights (Copyright Act) Section 69c Acts requiring consent A: No reproduction B: No transfer to third parties C: No modification without the prior consent of the software owner
    3rd Act on Copyright and Related Rights (Copyright Act) Section 69d Exceptions to the actions requiring consent A: Unrestricted use of the program B: Creation of a backup copy by a person who Rapp

    Schaltschranke GmbH Sitz in 75236 Kämpfelbach den 27.05.2022

 

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