General
Terms and Conditions
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General Terms and Conditions of Purchase
TACP_V9_220621
of RUETZ TECHNOLOGIES GmbH
Reichenbachstraße 1, 85737 Ismaning, Germany
Valid as of 22. June 2022
I. VALIDITY/OFFERS
1. These General Terms and Conditions of Purchase shall apply to all (future) orders between the Client and the Contractor, as well as to their processing. Terms and conditions of the Contractor or third parties shall not apply, even if the Client does not separately object to their validity in individual cases. Even if the Client refers to a letter containing or referring to the Contractor’s or a third party’s terms and conditions, this shall not constitute an agreement to the validity of those terms and conditions.
2. Individual agreements made with the Contractor in individual cases (including ancillary agreements, supplements and amendments) shall require an agreement concluded at least in text form or a confirmation of the Client issued in text form in order to be effective. In this case, these General Terms and Conditions of Purchase shall apply in a subordinate and supplementary manner.
3. The preparation of offers is free of charge and non-binding for the Client. Insofar as the Client’s offers do not expressly contain a binding period, the Client shall be bound by it for one week after the date of the offer. The receipt of the declaration of acceptance by the Client shall be decisive for timely acceptance.
II. PRICE
The prices specified in the order shall be binding and shall be understood to be separate from the receipt specified by the Client, including freight, packaging and ancillary costs.
III. PAYMENT AND SETTLEMENT
1. Unless otherwise agreed in writing, the invoice shall be settled within 14 days, calculated from delivery and receipt of a proper verifiable invoice, with a 2% discount or within 60 days net. The term starts from the receipt of the invoice, but not before receipt of the goods or, in the case of services, not before their acceptance confirmed in writing and, if documentation or similar documents shall be part of the scope of services, not before their handover to the Client in accordance with the agreement.
2. Instalment or partial payments shall be possible.
3. Payments shall be made by bank transfer. The payment shall be deemed to have been executed on time if the transfer has been instructed at the bank on the due date. With the payment of the invoice amount, all services of the Contractor shall be deemed as settled.
4. Payment of the invoice by the Client shall not imply any acknowledgement of the correctness of the accounts or the regularity of the services invoiced.
5. The Contractor shall only have a right of set-off or retention on the basis of counterclaims that have become res judicata or are undisputed.
IV. DELIVERY TERMS
Agreed delivery dates and deadlines shall be binding. Impending or occurred delays in delivery shall be notified to the Client in writing without delay, stating the reasons. If a delivery date is exceeded through the fault of the Contractor, the Client shall be entitled to withdraw from the agreement after the expiry of an unsuccessfully set grace period and either commission a third party to fulfil the agreement and claim damages or claim damages in lieu of performance.
V. RETENTION OF TITLE
Retentions of title by the Contractor shall only apply insofar as they relate to the Client’s payment obligation for the respective products to which the Contractor retains the title. In particular, extended or prolonged reservations of title shall not be permitted.
VI. EXECUTION OF DELIVERIES
- Even if shipment has been agreed, the risk shall only pass to the Contractor once the goods are handed over at the agreed destination.
- Partial deliveries shall require the consent of the Client.
- Excess or short deliveries shall only be permitted within the scope customary in the trade.
- The Contractor shall be obliged to comply with all relevant statutory regulations, standards and guidelines, also in the respective country of destination, with regard to the deliveries, in particular the relevant environmental protection, hazardous substances, hazardous goods, fire protection and accident prevention regulations. In addition, all relevant national and international regulations regarding declarable substances shall be binding for the supplier and must be complied with by him, such as REACH, RoHS in its respective current version, Regulation (EU) 2017/821, as well as the national regulations issued within the European Union in implementation of these directives.
VII. CHANGE REQUESTS
If, during the term of the order, delays should occur within the scope of the approved work caused by the Client or if additional services have to be provided by the Contractor, these changes to the scope of delivery and services shall be fixed and agreed in writing prior to them becoming cost effective. All other changes shall require the written approval of the Client. After approval of the changes, they shall be included in the existing offer or in the current order as an addendum. The Contractor shall communicate all information relevant to the project to the Client on an ongoing basis. This shall apply to an even greater extent in the event of changes in the project environment (e.g. component bottlenecks, delivery problems, quality problems, etc.). The Client shall be notified in writing of any postponements of deadlines within 3 working days of their recognition, stating the effects on the scope of the project.
VIII. PROJECT CANCELLATION
Should an overall Client of the Contractor terminate the project prematurely, the reserves the right to terminate this agreement prematurely as well. Notice of termination shall then be given with at least five days’ notice. In this case, materials and production statuses ordered, delivered or prepared up to the time of cancellation shall be taken over by the Client. The costs incurred and documented up to the date of termination shall be borne by the Client and passed on to the Project Client. Low price bidding shall apply. The Client reserves the right to withdraw from the order if, on the part of the Contractor, the deadline situation and the quality of the parts do not correspond to the agreements and requirements and if, after the second notice of defects, no remedy has been provided within 5 working days and no corresponding measures have been materially or demonstrably initiated. In this case, faultless materials and parts that have been ordered, delivered or prepared up to the time of the withdrawal shall be taken over by the Client.
IX. WARRANTY
1. The Contractor shall be liable to the employer for ensuring that its contractual services are performed with professional and commercial diligence in accordance with the latest state of the art. The Contractor guarantees that the services have the contractually agreed or warranted properties and standards, as well as comply with the safety, occupational health and safety, accident prevention and other regulations, are not afflicted with defects that more than insignificantly impair the value or the suitability of the products for the usual or the contractually stipulated purpose and are free from third-party rights.
2. The goods shall be checked for quality and completeness at the Client’s premises after receipt to a reasonable and technically possible extent. A period of 14 days following the receipt of the goods by the Client and – in the case of drop shipment – 14 days following receipt of the goods by the Client’s customer shall apply to the notification of obvious defects and the obvious absence of warranted characteristics.
3. Notification of non-obvious defects and the non-obvious absence of warranted characteristics shall be admissible up to the expiry of 14 days after discovery of the defect by the Client or his customer.
4. The supplier shall carry out an outgoing inspection which serves the same purpose as the incoming inspection actually required by the Contractor pursuant to § 377 HGB.
5. If a good is defective, the Client shall be entitled to rectification of the defect. If the Contractor does not carry out a rectification or subsequent delivery within a reasonable period of time or only insufficiently after a corresponding request, the Client shall be entitled to withdraw from the agreement or to reduce the agreed price. Likewise, the Client may remedy the defects at the Contractor’s expense or have them remedied by third parties or make covering purchases.
6. Further claims for damages in accordance with the statutory provisions shall remain unaffected.
7. The Contractor shall provide the Client with a two-year warranty for all delivery items. The same shall apply to subsequent deliveries under the Contractor’s warranty. The period begins with the acceptance of the complete work by the Client or the end Client.
8. The Contractor hereby assigns to the Client – on account of performance – all claims to which he is entitled against its upstream supplier arising from and in connection with the delivery of defective goods or goods lacking the warranted characteristics. He shall hand over to the Client all documents required for the assertion of such claims.
9. The Contractor shall indemnify the Client against all claims made against the Client by third parties, irrespective of the legal grounds, on account of a material or legal defect or any other defect in a product supplied by the Contractor and shall reimburse the Client for the necessary costs of any legal action caused thereby.
X. TOOLS, MODELS, DRAWINGS AND OTHER DOCUMENTS
1. Tools, models, drawings and other documents provided by or made for the Client may only be used for the execution of the Client’s orders. They may not be made accessible to third parties without the Client’s consent and must be properly stored for the Client until revoked, but no longer than two years after the last use, and handed over to him afterwards.
2. The production as well as the treatment and processing of such tools, models, drawings and other documents which the Contractor produces on behalf of the Client shall be carried out for the Client as manufacturer with the consequence that the latter acquires ownership thereof.
3. The display of products or services specially manufactured for the Client requires the prior written consent of the Client.
XII. TRANSFER OF RIGHTS,
PROPERTY RIGHTS
1. Insofar as the Contractor develops concepts, texts, graphics, models, files or inventions within the scope of the order, he shall transfer ownership thereof to the Client. The latter shall accepts the handover.
2. The Contractor warrants that no third party property rights shall be infringed by products supplied by him in countries of the European Union or other countries in which he manufactures the products or has them manufactured. He shall be obliged to indemnify the Client against all claims made by third parties against the Client due to such infringement of industrial property rights and to reimburse the Client for all necessary expenses in connection with this claim. This shall not apply insofar as the Contractor proves that he is neither responsible for the infringement of the property right nor should have been aware of the infringement at the time of delivery if it had exercised due commercial care. The Client’s further legal claims due to defects of title of the delivered products shall remain unaffected.
XII. C ONFIDENTIALITY
The Contractor is obliged to keep secret from third parties all information disclosed or made accessible to him by the Client in connection with the submission of an offer or the placing of an order, including computer programs, drawings, databases, etc., and to use them only for the purpose covered by the agreement. The Contractor shall only make this data and information accessible to such employees and only to the extent necessary to process the order. He shall further oblige these employees to the same confidentiality.
XIII. PLACE OF PERFORMANCE, JURISDICTION
AND APPLICABLE LAW
1. Unless otherwise agreed, the place of performance for the delivery shall be the registered office of the Client.
2. The exclusive place of jurisdiction for all disputes arising from the contractual relationship shall be Munich. All legal relationships between the Client and the Contractor shall be governed by the law of the Federal Republic of Germany in addition to these Terms and Conditions, to the exclusion of the Convention on Contracts for the International Sale of Goods (UN Sales Convention).
General Terms and Conditions of Sale
TACS_V9_220621
of RUETZ TECHNOLOGIES GmbH
Reichenbachstraße 1, 85737 Ismaning, Germany
Valid as of 22. June 2022
I. GENERAL
1. The following Terms and Conditions of Sale and delivery shall apply exclusively to all offers, deliveries and other services. These are an integral part of all purchase agreements concluded by RUETZ TECHNOLOGIES GmbH (hereinafter referred to as “Seller”) with his contractual partners (hereinafter also referred to as “Buyer”) for the goods offered by it. These also apply to all future sales, services and offers to the Buyer, even if they are not separately agreed again.
2. Terms and conditions of the Buyer or third parties shall not apply, even if the Seller does not separately object to their validity in individual cases. Even if the Seller refers to a letter containing or referring to the Buyer’s or a third party’s terms and conditions, this shall not constitute an agreement to the validity of those terms and conditions.
II. OFFERS, SCOPE OF SERVICES AND CONCLUSION OF CONTRACT
1. Offers by the Seller are subject to change and are non-binding, unless they are expressly described as binding or contain a specific acceptance period. The Seller may accept orders or contracts within 14 days of receipt by sending an order confirmation or by performance.
2. The Seller’s order confirmation shall be exclusively authoritative for the scope of the contractually owed performance. Changes or supplements to the agreement must at least be made in text form.
3. The Seller reserves the right to make changes to the design, the choice of materials, the specification and the type of construction even after sending an order confirmation, provided that these changes do not contradict either the order confirmation or the Buyer’s specification.
4. The documents on which the offer or the order confirmation is based, such as illustrations, drawings, dimensions and weights, are generally only to be understood as approximate values, unless they are expressly designated as binding.
5. The Seller shall retain the ownership or copyright of all offers and cost estimates made by him as well as drawings, illustrations, brochures, catalogues and other documents and aids made available to the Buyer. The Buyer may not make these items available to third parties, either as such or in terms of content, disclose them, use them himself or through third parties or reproduce them without the express consent of the Seller.
III. PRICES AND TERMS OF PAYMENT
1. The prices stated are net prices plus the statutory value added tax and apply ex works of the Seller excluding packaging and other shipping and transport charges, unless otherwise agreed in this respect.
2. If more than 4 months elapse between the conclusion of the agreement and delivery, without the Seller being responsible for a delay in delivery, the Seller may increase the price appropriately, taking into account any material, wage and other ancillary costs incurred.
3. If the Seller takes into account the Buyer’s requests for changes, the additional costs incurred as a result will be charged to the Buyer.
4. Invoice amounts shall be due for payment within 14 days of the invoice date. The date of receipt by the Seller shall be decisive for the date of payment. If the payment term is exceeded, interest shall be charged at a rate of 9% above the applicable base rate, subject to the assertion of further claims.
5. New clients: For initial orders, production and delivery shall only be carried out against advance payment.
6. Payments shall always be offset against the oldest invoice due.
IV. SET-OFF AND RETENTION
Offsetting against counterclaims of the Buyer or the retention of payments due to such claims shall only be permissible insofar as the counterclaims are undisputed or have been legally established or arise from the same order under which the delivery in question was made.
V. DELIVERY AND DELIVERY TERM
1. Deliveries shall be ex works, unless expressly agreed otherwise, at least in text form.
2. Terms and dates for deliveries and services promised by the Seller shall always only be approximate, unless a fixed term or date has been expressly promised or agreed. They shall be extended appropriately if the Buyer delays or omits necessary or agreed acts of cooperation on his part. Upon agreement of shipment, delivery terms and delivery dates shall refer to the time of handover to the forwarder, carrier or other third party commissioned with the transport, unless expressly stated otherwise.
3. The Seller shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events that were not foreseeable at the time the contract was concluded (e.g. operational disruptions of any kind, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in obtaining necessary official permits, pandemics or epidemics, official measures or the failure of suppliers to deliver or to deliver correctly or on time despite a congruent hedging transaction concluded by the Seller) for which the Seller is not responsible. Insofar as such events make it significantly more difficult or impossible for the Seller to deliver or perform and the hindrance is not only of temporary nature, the Seller shall be entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or service terms shall be extended or postponed by the period of the hindrance plus a reasonable start-up period. Insofar as the Buyer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by means of an immediate written declaration to the Seller.
4. The Seller shall be entitled to make partial deliveries if the partial delivery is usable for the Buyer within the scope of the contractual purpose, the delivery of the remaining ordered goods is ensured and the Buyer does not incur any significant additional expenses or costs as a result (unless the Seller agrees to bear these costs).
VI. PLACE OF PERFORMANCE, SHIPPING,
TRANSFER OF RISK
1. The place of performance for all obligations arising from the contractual relationship shall be the registered office of the Seller, unless otherwise stipulated.
2. The method of dispatch and the packaging shall be subject to the dutiful discretion of the Seller.
3. The risk shall pass to the Buyer at the latest when the delivery item is handed over (whereby the start of the loading process shall be decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made or the Seller has assumed other services (e.g. shipping). If dispatch or handover is delayed as a result of a circumstance, the cause of which lies with the Buyer, the risk shall pass to the Buyer from the day on which the delivery item is ready for dispatch and the Seller has notified the Buyer of this.
4. The shipment shall only be insured by the Seller against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the Buyer and at the Buyer’s expense.
VII. RESERVATION OF TITLE
1. The Seller shall retain ownership of the delivered goods until full payment has been made. The retention of title shall also apply until all claims, including future and conditional claims, arising from the business relationship between the Buyer and the Seller have been fulfilled.
2. The Buyer shall not be authorised to transfer ownership of the goods by way of security or to pledge the goods, but shall be entitled to further sell the goods subject to retention of title in the orderly course of business, with the exception of any software contained therein, see VIII. He hereby already assigns to the Seller the claims arising from this against his business partners.
3. If the goods are treated or processed by the Buyer, the retention of title shall also extend to the entire new item. The Buyer shall acquire co-ownership to the fraction corresponding to the ratio of the value of his goods to that of the goods delivered by the Seller.
4. If the value of all securities existing for the Seller exceeds the existing claims by more than 10% on a sustained basis, the Seller shall release securities of the Seller’s choice at the Buyer’s request.
5. The Seller shall be entitled to assert the rights of retention of title without withdrawing from the agreement.
VIII. SCOPE OF THE GRANTING OF RIGHTS
The Buyer shall receive the non-transferable, simple right to use the software, which is not limited in time. The Buyer undertakes not to pass on the software transferred to him and the associated documents to third parties and to ensure that unauthorised persons cannot use the software. The software may not be modified and may only be copied for backup purposes. Editing, decompiling and disassembling the software is not permitted.
IX. WARRANTY
1. The warranty period shall be one year from delivery. This period shall not apply to claims for damages by the Buyer arising from injury to life, body or health or from intentional or grossly negligent breaches of duty by the Seller or his vicarious agents, which shall each be time-barred in accordance with the statutory provisions.
2. The delivered items are to be carefully inspected immediately after delivery to the Buyer or to the third party designated by him. They shall be deemed to have been approved by the Buyer with regard to obvious defects or other defects which would have been recognisable in the course of an immediate, careful inspection if the Seller does not receive a written notice of defect within 48 hours of delivery. With regard to other defects, the delivery items shall be deemed to have been approved by the Buyer if the notice of defect is not received by the Seller within 48 hours of the time at which the defect became apparent; however, if the defect was already apparent at an earlier time during normal use, this earlier time shall be decisive for the start of the period for giving notice of defect. At the request of the Seller, a rejected delivery item shall be returned to the Seller carriage paid. In the event of a justified complaint, the Seller shall reimburse the costs of the most favourable shipping route; this shall not apply insofar as the costs increase because the delivery item is located at a place other than the place of intended use.
3. In the event of material defects of the delivered items, the Seller shall first be obliged and entitled to rectify the defect or to make a replacement delivery at his discretion within a reasonable period of time. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the repair or replacement delivery, the Buyer may withdraw from the agreement or reduce the purchase price appropriately.
4. If a defect is due to the Seller’s fault, the Buyer may claim damages under the conditions set out in X.
5. In the event of defects in components from other manufacturers which the Seller cannot remedy for licensing or factual reasons, the Seller shall, at his option, assert his warranty claims against the manufacturers and suppliers for the account of the Buyer or assign them to the Buyer. Warranty claims against the Seller shall only exist in the event of such defects under the other conditions and in accordance with these Terms and Conditions of Sale and Delivery if the judicial enforcement of the aforementioned claims against the manufacturer and supplier has been unsuccessful or is futile, for example due to insolvency. For the duration of the legal dispute, the statute of limitations of the relevant warranty claims of the Buyer against the Seller shall be suspended.
6. The warranty shall not apply if the Buyer modifies the delivery item or has it modified by a third party without the Seller’s consent and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the Client shall bear the additional costs of remedying the defect resulting from the change.
7. Any delivery of used items agreed with the Buyer in individual cases shall be made to the exclusion of any warranty for material defects.
X. LIABILITY FOR DAMAGES DUE TO FAULT
1. The Seller’s liability for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, shall be limited in accordance with the provisions of this X., insofar as fault is relevant in each case.
2. The Seller shall not be liable in the event of simple negligence on the part of his executive subordinates, legal representatives, employees or other vicarious agents, insofar as this does not involve a breach of material contractual obligations (obligations whose fulfilment is essential to the proper performance of the contract and on whose compliance the Buyer regularly relies and may rely).
3. Insofar as the Seller is liable on the merits for damages in accordance with the above Section 2, this liability shall be limited to damages which the Seller foresaw as a possible consequence of a breach of contract at the time of the conclusion of the contract or which it should have foreseen by exercising due care. Indirect damage and consequential damage resulting from defects in the delivery item shall also only be eligible for compensation insofar as such damage is typically to be expected when the delivery item is used for its intended purpose.
4. In the event of liability for simple negligence, the Seller’s obligation to pay compensation for damage to property and further financial losses resulting therefrom shall be limited to an amount of € 5,000,000.00 for damage to property and personal injury and € 500,000.00 for financial losses (corresponding to the current sum insured under the product liability insurance) per case of damage, even if it is a breach of material contractual obligations.
5. The above exclusions and limitations of liability shall apply to the same extent in favour of the subordinates, legal representatives, employees and other vicarious agents of the Seller.
6. Insofar as the Seller provides information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by the Seller, this shall be done free of charge and to the exclusion of any liability.
7. The above limitations do not apply to the Seller’s liability for intentional conduct, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act.
XI. FINAL PROVISIONS
1. The inclusion and interpretation of these Terms and Conditions of Sale and Delivery, as well as the conclusion and interpretation of legal transactions with the Buyer itself, shall be governed exclusively by the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.
2. If the delivery item is software, Sections 69a to g UrhG shall apply.
3. Old appliances shall not be taken back by the Seller, but must be disposed of by the Buyer in accordance with the statutory regulations.
4. The invalidity of individual provisions of this contract or its components shall not affect the validity of the remaining provisions. The contracting parties shall be obliged, within the framework of what is reasonable and in good faith, to replace an invalid provision with a valid provision that is equivalent to its economic success, provided that this does not result in a significant change to the content of the contract; the same applies if a matter requiring regulation is not expressly regulated.
5. If the Buyer is a merchant, a legal entity under public law or a special fund under public law or if he has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from the business relationship between the Seller and the Buyer shall be, at the Seller’s option, the Seller’s registered office or the Buyer’s registered office. In these cases, however, the exclusive place of jurisdiction for actions against the Seller shall be the Seller’s registered office. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.