Terms and Conditions - RKT Rodinger Kunststoff

Terms and Conditions

1. Scope

1.1. These terms of sale apply exclusively to companies, legal entities under public law or special funds under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code (hereinafter referred to as "customer"). We only recognize conflicting or deviating customer conditions if we expressly agree to their validity in written form. The terms of sale also apply if we carry out the delivery to the customer without reservation in the knowledge of conflicting or deviating terms of the customer.
1.2. These terms of sale also apply to all future transactions with the customer, even if they are not separately agreed again.
1.3. Terms and conditions of the customer or third parties do not apply, even if we do not object to their validity in individual cases. Even if we refer to a letter that contains the customer's or a third party's terms and conditions or refers to such, this does not constitute consent to the validity of those terms and conditions.
1.4. In the case of framework agreements and long-term obligations, the customer will be notified in written form of any changes to the terms and conditions of sale. They are deemed to have been approved if the customer does not object in written form within one month of receipt of the notification. We will draw special attention to this consequence in the announcement.

2. Offer – Offer Documents
2.1. Our offer is non-binding unless otherwise stated in the order confirmation.
2.2. Contracts and orders as well as changes and additions to them must be in written form. This also applies to the written form requirement itself. Oral agreements that are not confirmed by us in written form do not become part of the contract.
2.3. We reserve the right of ownership and copyright to all documents provided to the customer in connection with the placing of the order, such as illustrations, drawings, calculations, etc. This also applies to such written documents that are marked as "confidential". Before passing them on to third parties, the customer requires our express written consent.

3. Prices – Terms of Payment
3.1. Unless otherwise stated in the order confirmation, our prices are in euros and apply "ex works", excluding packaging; this will be invoiced separately. We reserve the right to change our prices accordingly if, after conclusion of the contract, there are cost reductions or cost increases, in particular due to wage agreements or material price changes. We will prove this to the customer upon request.
3.2. Statutory value added tax is not included in our prices; it is shown separately on the invoice at the statutory rate on the day of invoicing.
3.3. Deliveries, partial deliveries and/or other services are payable without deduction within 30 days of the invoice date, unless otherwise agreed with the customer. Interest on arrears will be charged at a rate of 9% above the respective base interest rate p.a. The assertion of a higher damage caused by default remains reserved.
3.4. The customer is only entitled to offsetting rights if his counterclaims have been legally established, are undisputed or have been recognized by us. In addition, he is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.

4. Delivery Time, Delivery Quantities
4.1. The start of the delivery time specified by us presupposes that all technical questions have been clarified.
4.2. Compliance with our delivery obligation also presupposes the timely and proper fulfillment of the customer's obligation. The exception of the unfulfilled contract remains reserved.
4.3. If the customer is in default of acceptance or if he culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage we have incurred, including any additional expenses. Further claims remain reserved. Insofar as the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the point in time at which he is in default of acceptance or payment.
4.4. Otherwise, in the event of a delay in delivery, we shall be liable for each full week of delay within the framework of a flat-rate compensation for delay amounting to 0.5% of the delivery value, but no more than 5% of the delivery value.
4.5. Further legal claims and rights of the customer remain reserved.
4.6. Quantities contractually agreed by us are to be understood as an upper limit. The monthly retrieval is limited to a maximum of 1/12 of the agreed annual quantity or, in the case of a shorter contractually agreed quantity, to a maximum of the monthly average quantity. Additional costs of +/-5% due to more or less call-offs through an order confirmation from us are to be borne by the customer.
4.7. The contracting party concerned shall not be liable for events of force majeure that make the contractual performance significantly more difficult for the contracting party or that temporarily impede or make impossible the proper execution of the contract. Force majeure includes all circumstances independent of the will and influence of the contracting parties, such as natural disasters, government measures, official decisions such as official requirements or late official approvals, blockades, war and other military conflicts, mobilization, civil unrest, terrorist attacks, strikes, lockouts and other industrial unrest, Confiscation, embargo or other circumstances that are unforeseeable, serious and are not the fault of the contracting parties and occur after the conclusion of the contract. If one of the contracting parties is prevented from fulfilling their contractual obligations due to force majeure, this is not considered a breach of contract and the deadlines specified in the contract or based on the contract will be extended appropriately according to the duration of the obstacle. The same applies if the contracting party concerned relies on the advance performance of third parties and this is delayed. Each contracting party will do everything in its power that is necessary and reasonable to reduce the extent of the consequences caused by the force majeure. The contracting party affected by the force majeure shall immediately notify the other contracting party in written form of the beginning and end of the impediment. As soon as it is established that the force majeure lasts longer than 6 months, each contracting party is entitled to terminate the contract by a registered letter.

5. Materials provides by the customer
5.1. If it has been agreed between us and the customer that materials are to be provided by the customer, the customer must deliver these to us in good time at his own expense and risk and with an appropriate quantity surcharge of at least 5%.
5.2. If the customer does not duly meet his obligation according to Section 5.1 in good time, any delivery periods from us do not begin to run. In addition, the customer must bear any additional costs incurred as a result of the delay, e.g. due to production interruptions.

6. Passing of Risk – Packing Costs
6.1. Unless otherwise stated in the order confirmation, delivery “ex works” is agreed. Separate agreements apply to the return of packaging.
6.2 If the purchased item is sent to the customer at his request, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer upon dispatch to the customer, at the latest when it leaves the factory/warehouse. This applies regardless of whether the purchased item is shipped from the place of performance or who bears the freight costs.

7. Liability of Defects
7.1. The customer's claims for defects presuppose that he has properly fulfilled his obligations to examine and give notice of defects according to § 377 HGB.
7.2. If there is a defect in the purchased item, we are obliged, at our discretion, to remedy the defect or to deliver a new item free of defects. In the event that the defect is remedied, we are obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labor and material costs, provided these are not increased by the fact that the purchased item was taken to a location other than the place of performance.
7.3. If the supplementary performance fails, the customer is entitled to choose whether to withdraw from the contract or demand a price reduction.
7.4 Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable equipment or due to special external influences , which are not required by the contract. If the customer or third parties carry out improper repair work or changes, there are also no claims for defects for these and the resulting consequences.
7.5. The limitation period for claims for defects is 12 months, calculated from the transfer of risk.
7.6. The statute of limitations in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected.

8. Liability
Our liability for any legal reason is limited - as far as legally permissible - to intent and gross negligence. This limitation of liability does not apply to injury to life, body or health and in cases of mandatory legal liability (e.g. product liability). In the event of a slightly negligent breach of essential contractual obligations, our liability is limited to compensation for the foreseeable damage, unless there is damage in accordance with sentence 2. Essential to the contract is an obligation that is of essential importance for the achievement of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the buyer relies and may rely.

9. Retention of Title
9.1. We reserve title to the purchased item until all claims arising from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to this. The retention of title applies to purchased items that are to be paid for in part amortization.
9.2. If the customer behaves in breach of contract, in particular in the event of default in payment, we are entitled to take back the purchased item. If we take back the purchased item, this constitutes a withdrawal from the contract. After taking back the purchased item, we are authorized to sell it;
9.3. The customer is obliged, as long as ownership has not yet passed to him, to treat the purchased item with care; in particular, he is obliged to insure them adequately at his own expense against damage at replacement value. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
9.4. In the event of attachments or other interventions by third parties, the customer must inform us immediately in written form so that we can file a suit in accordance with § 771 ZPO. Insofar as the third party is not able to reimburse us for the court and out-of-court costs of a lawsuit in accordance with § 771 ZPO, the customer is liable for the loss incurred by us.
9.5. The customer is entitled to resell the purchased item in the ordinary course of business; However, he already assigns to us all claims in the amount of the final invoice amount (including VAT) of our claims that accrue to him from the resale against his acceptance or third parties, regardless of whether the purchased item was resold without or after processing is. The customer remains authorized to include this claim even after the assignment. Our authority to collect the claim itself remains unaffected. However, we undertake not to collect the claims as long as the customer meets his payment obligations from the proceeds received, does not default in payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed or payments have been suspended. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all the information required for collection, hands over the associated documents and informs the debtors (third parties) of the assignment.
9.6. The handling and processing or transformation of the purchased item by the customer is always carried out in our name and on our behalf. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in relation to the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to us. The customer keeps the resulting sole ownership or co-ownership for us.
9.7. The customer also assigns to us the claims to secure our claims against him, which arise against a third party through the connection of the purchased item with real estate; we already accept this assignment.
9.8. We undertake to release the securities to which we are entitled at the customer's request insofar as the realizable value of our securities exceeds the claims to be secured by more than 20%; we are responsible for selecting the securities to be released.

10. Devices and Copyright
10.1. Devices, tools and other templates for the execution of the order that have been developed and manufactured by us remain our property, even if proportionate costs have been invoiced.
10.2. The customer is solely responsible for ensuring that no third-party rights, in particular copyrights, patents or utility models, are violated by the execution of his order. The customer must indemnify us from all third-party claims due to such violations of rights.

11. Property Rights
11.1. We are not liable if we have manufactured the delivery items according to drawings, models or other equivalent descriptions or information provided by the customer and do not know or cannot know in connection with the products developed by the customer that property rights are violated as a result.
11.2. Insofar as we are not liable according to Section 11.1, the customer indemnifies us from all third-party claims.
11.3. The customer undertakes to inform us immediately of any risks of injury and alleged cases of injury that become known.
11.4. We are exclusively entitled to industrial property rights resulting from the provision of services by us.
11.5. Drafts and construction proposals from us may only be forwarded to third parties with our approval.
11.6. In the event that the customer suggests improvements or changes to the contractual services, we acquire all rights to the implementation or use of such suggestions in the contractual services, in particular all exclusive rights of use and exploitation.

12. Safekeeping, Insurance
12.1.Templates, drawings, raw materials, tools and other items intended for reuse, as well as semi-finished and finished products, will only be kept after the delivery date after prior agreement and against special payment.
12.2. If the objects described above are to be insured, the customer must arrange the insurance himself.

13. Confidentiality
13.1. Drafts, design proposals, models, matrices, templates, samples, tools and other means of production, as well as confidential information that we make available to the customer or that come to his attention, may only be made accessible to third parties with our prior written consent.
13.2. During the term of this contract and for a period of three years thereafter, both parties shall maintain secrecy towards third parties about what is disclosed to them as confidential by the other party during the preparation and execution of the contract ("Confidential Information").
13.3. The parties ensure that confidentiality is also maintained by their employees and representatives.
13.4. The parties are authorized to disclose confidential information to the extent prescribed by law, a final judgment or a final administrative order.
13.5. Confidential information does not include such information that is or becomes generally known, without the disclosing party being responsible for this, was already known to the disclosing party before it was made accessible to it by the other party, became known to third parties lawfully and without disclosure or were collected/developed by the disclosing party itself without using or referring to the confidential information.

14. Miscellaneous
14.1. The law of the Federal Republic of Germany applies exclusively, excluding all international and supranational (contractual) legal systems, in particular the UN Sales Convention (CISG).
14.2. The place of performance for all obligations arising from the contract is our place of business. The exclusive place of jurisdiction, to the extent permitted by law, is the court that has factual, local and international jurisdiction for our place of business. However, we are also entitled to bring an action before the customer's general place of jurisdiction.
14.3. Verbal collateral agreements do not exist. Changes and additions to the terms of sale must be made in written form to be effective. This also applies to the lifting of the written form requirement.
14.4. The German wording of these conditions is decisive.

Status: April 2018