Terms and Conditions of Delivery
General Terms and Conditions of Sale and Delivery of Rothstein Draht GmbH
- Our offers are always subject to change and non-binding on our part. The contracts only become effective upon our written order confirmation.
- Agreements with our sales representatives must have our written confirmation to be operative. Any subsequent variations also need to be made in writing.
- Offer documents, such as brochures, drawings and material specifications, remain in our ownership. They are subject to copyright protection. They may not be used, copied, or shared in any way.
- Orders will only, and in consideration of the extent and contents, become binding with the stipulation of our written confirmation. This also applies to possible oral agreements, alterations and other arrangements with us and our representatives.
- The correction of errors in the orders, order confirmations and invoices remains reserved for us.
- Measurement, weight and performance specifications, as well as images are only approximate and non-binding. Information which has been expressly designated as binding can be altered by us, as long as it is within reason for the customer.
- The prices quoted are for delivery ex works, excluding packaging and freight costs, plus the statutory value added tax.
- If the prime costs increase between the time of the conclusion of the contract and the delivery, we shall be entitled to charge the price justified by this increase, provided the delivery is not to be made within 4 months after conclusion of the contract.
- In this case, however, we may withdraw from the contract, in the event of unforeseen price increases, if an agreement on an appropriate refund cannot be reached.
- If the price is agreed in a foreign currency, the customer shall compensate us for any disadvantages resulting from an exchange rate by adding a surcharge to the originally agreed price.
- Our invoices are, unless otherwise agreed in writing, payable within 30 days of the invoice date, in cash without deduction, irrespective of the receipt of the goods.
- The customer may not settle any counterclaims not acknowledged by us unless we do not dispute the claim or that a legally binding decision has been decided in favor of the customer.
- The customer shall not be entitled to the right of retention, unless it is based on the same contractual relationship.
- Existing warranty claims do not affect the due date of our claim. Payments made shall be offset against the oldest claim, even if payment is made for specifically designated goods.
- Bills of exchange, checks and other documents of instruction will only be accepted due to payment based on an express agreement, without guarantee for protest and only under the condition of discountability.
- The costs of collection, bank interest and expenses shall be borne by the customer.
- If circumstances become known to us which indicate a low creditworthiness of the customer, we shall be entitled, after conclusion of the contract and beyond § 321 BGB (German Civil Code), to the right to demand immediate and sufficient security or payment of the claim. If the customer is in default with part of his obligations, we shall be entitled to demand immediate payment of all of our claims and demand the return of the goods delivered by us as security.
- Subject to the assertion of further rights, we shall be entitled to charge late interest at 5% above the respective discount rate of the Deutsche Bundesbank (German Central Bank).
- The delivery periods and delivery dates are always approximate; we shall endeavor to comply with them. The agreed term of delivery begins to run from the day on which the order between the customer and us exists in writing. It is met with the notification of readiness for dispatch. It shall be extended – irrespective of our rights arising from a delay for the customer – by the period of time during which the customer is in delay with his obligations arising from this or any other contract. Partial deliveries are permissible for us. Partial calculations are permissible.
- If we are prevented from delivering due to an act of nature beyond control, labor disputes, riots, power shortages, work restrictions, failure of traffic and means of transport, disruptions in our operations or those of our suppliers or similar circumstances which could not have been avoided with reasonable care, we shall be released from our obligation to perform the contract for the duration of these circumstances. If, as a result, delivery becomes impossible, our obligation to perform shall expire. In particular, we shall be free from any obligation to the extent that our suppliers are exempted from delivery due to their terms of delivery and payment. Hindrances are also not our responsibility, even if they occur during an already existing delay. However, after termination of the hindrance and after the expiration of a reasonable start-up period, we shall be entitled to still carry out the delivery.
- The customer may demand a statement from us, whether we intend to deliver within a reasonable period of time. Our silence is considered a refusal.
- Upon dispatch of the goods or parts thereof, the risk is transferred to the recipient, even if freight-paid delivery has been agreed upon and even when shipment is not made from the place of fulfillment under these provisions. Losses and damage during transport shall be at the expense of the recipient. Transport insurance is carried out at the expense of the purchaser and only by agreement.
- If the goods or parts thereof are ready for dispatch and the shipment is delayed for reasons for which we are not responsible, the risk shall be transferred to the customer upon receipt of notification of readiness for dispatch.
- Ready deliveries/partial deliveries shall be dispatched promptly and at the latest within 8 days after the date of the notification of readiness for dispatch.
- If the customer does not accept the goods after expiry of this period, also not with an extension of a further period of 8 days, or seriously refuses to accept the goods, we shall be entitled to claim damages for breach of contract or to withdraw from the contract in whole or in part. If we fail to deliver, for reasons for which we are responsible and on the condition that we ourselves have been supplied correctly and in due time, and within the agreed non-binding delivery period of 14 days, we shall be deemed to be in default of delivery.
- If we still fail to deliver after receipt of a further reminder letter within a specified and reasonable period, the customer may withdraw from the contract or claim damages in accordance with clause 9, provided he declares in the reminder that he intends to refuse delivery after expiry of the deadline and declares the refusal in writing after expiry of the deadline.
- If delivery has already been made in part at this point, the claims of the purchaser shall only extend to the part of the goods not yet delivered.
- Unless the complaint notice is regulated by special agreements, in particular thereby excluded that the purchaser has to inspect and approve the goods before shipment, the following shall apply:
- Complaints may only be made to the extent that the reason for the complaint already existed at the time of the transfer of risk. This shall also apply to any special and written guarantees which have been assumed.
- If the defects are not immediately apparent, a complaint must be filed in writing directly after detection, and at the latest within 6 months of receipt of the goods.
- In the event of failure to notify defects in due time, any warranty is excluded. A complaint shall also be excluded if the condition of the goods has changed after the transfer of risk. We assume warranty for the products of our suppliers to the same extent as these are to us.
- If complaints are acknowledged by us, the rejected parts may be returned free of charge and at our discretion, we shall rectify the problem without extra cost, or we shall refund the equivalent value of the goods.
- Claims for damages as well as cancellation rights of the purchaser are excluded, unless repair or replacement fails. If we do not clarify our position in time, despite a reminder and the setting of a deadline, the purchaser may demand withdrawal from the contract. This also applies if the rectification of defects chosen by us, for reasons for which we are responsible, despite a reminder, the setting of a time limit, and/or due to inability to perform, is unsuccessful.
- If the customer refuses a possible and appropriate rework, any warranty claim shall expire. No independent warranty claims or time limits shall be established by the implementation of the warranty.
- All other claims, such as modification, reduction or compensation for damages are excluded, unless they have been allowed for.
- Retention of title:Our deliveries are made exclusively under the reservation of ownership.
Ownership of the goods shall not pass to the purchaser until all claims arising from the business relationship have been settled, even if payment or specific goods is made. In the case of a current account, the ownership is reserved as security until the account has been settled. - Machining and processing:The processing or handling of goods supplied by us shall always be carried out on our behalf, without any obligations arising from this.
- Mixing or combination with other objects:If the goods delivered by us are mixed or combined with other items, the customer hereby assigns us his rights of ownership or co-ownership to the mixed stock or other objects, and shall keep it in safe custody for us with the due care of a prudent businessman.
- Resale of the goods subject to retention of title:The purchaser is entitled to resell the goods to which we reserve ownership in regular business transactions if it is ensured that the claim from the resale is transferred to us and the purchaser makes the written condition that ownership will only pass to his customer after full payment to us.
- Seizure or legal action by third parties:The purchaser must Information us immediately of any seizure of the goods or any other legal or factual intervention by third parties.
- Assignment of the claim:If the purchaser sells the goods delivered by us, irrespective of their condition, he hereby assigns to us all claims against his buyer arising from the alteration or sale to his customer until all our claims have been settled. The customer is authorized to collect this claim at any time. He is obliged to keep the collected amounts separately for us and to pay them to us immediately. At our request, the customer is obliged to notify us of the assignment to a third party and to provide us with the information and documents necessary for the assertion of our rights.
- Retransfer in the event of overcollateralization:If an overcollateralisation of our claim by more than 20% occurs, because of the above conditions, we shall be obliged, at the customer’s request, to reassign the goods at our discretion.
- Claims of the customer other than those granted in these conditions, in particular claims for compensation for damages caused by and/or due to impossibility, inability or delay, culpa in contrahendo, positive breach of contract, unlawful action, through and due to the absence of warranted qualities, due to violation of claims to and from executed warranty, shall be excluded, unless we, our legal representatives or vicarious agents are guilty of intent or gross negligence.
- In the event of gross negligence, liability shall be limited to the damage foreseeable at the time of conclusion of the delivery contract.
- In the event of claims for damages caused by our suppliers, these can be asserted against us only to the extent that we can enforce corresponding claims for damages against our suppliers.
The place of performance is the location of our supplying plant. This contract shall be governed exclusively by German law, excluding international agreements. The place of jurisdiction, for merchants who do not belong to the tradesmen described in § 4 BGB (German Civil Code), and for legal entities under public law or public special funds, is the location of our head office. Incidentally, the location of our the seat of our head office is the place of jurisdiction if …
… the customer moves their residence or habitual abode outside the territory of the Federal Republic of Germany after the conclusion of the contract, or his place of residence or habitual abode is not known at the time the complaint is filed;
… we assert claims by way of default action. We shall also be entitled to file a lawsuit at the place of the customer’s registered office. German law shall apply to the contractual provisions.
You have questions? We offer you the ideal solution.
Get to know the diversity of ROTHSTEIN. Would you like material advice? We will be happy to inform you.