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Terms and Conditions
General Terms and Conditions of Business, Delivery and Payment of ratiotec GmbH & Co. KG
§ 1 Scope of the Terms and Conditions Deliveries, services and offers of the vendor are carried out exclusively on the basis of these Terms & Conditions. They also apply to all future business relations, even if their inclusion is not explicitly agreed again. The purchaser declares his acceptance of these Terms and Conditions on placing an order. Other conditions, in particular those of the customer, shall not become subject matter of the contract, even if we do not explicitly reject them. Deviations from these Terms and Conditions require written confirmation by ratiotec GmbH & Co. KG.
§ 2 Offers and Conclusion of Contract
(1) Offers from ratiotec are subject to change and are non-binding. Orders become binding for ratiotec when they are confirmed in writing or carried out. The same applies to additions, subsidiary agreements, provisos and amendments.
(2) We reserve the right to make customary variations in respect of the services specified in brochures, illustrations, drawings and in other descriptions, in particular in respect of dimensions, colours, designs and shapes, as well as to any other variations which do not restrict use for the purpose specified in the contract, without the counterparty being able to base any claims thereupon. Illustrations, drawings, details of dimensions and weights and any other technical data or details merely denote the object of the contract and do not represent a warranty of characteristics.
§ 3 Prices
(1) The prices are understood to be ex works or warehouse, exclusive of freight, packing, insurance, assembly, instruction and sales tax.
§ 4 Transfer of Risk and Delivery
(1) Delivery takes place ex works exclusively under our conditions of delivery. Partial deliveries are permitted unless otherwise agreed. Delivered goods must be accepted by the customer, even if they have minor faults that are cause for complaint.
(2) Shipping always takes place at the customer's expense and risk, unless otherwise agreed. The risk is transferred to the customer when the goods are released to the carrier (post, railway company, shipper, etc.).
(3) Notification of damage caused in transit must be made immediately on receipt of the goods, at the latest on the third day after delivery, to the carrier and consignor. Later claims cannot be considered because of legal insurance regulations.
(4) If dispatch, delivery or collection is delayed at the customer's request or for reasons that are his responsibility, the risk for the period of the delay is transferred to the customer; however, we are obliged at the customer's request and expense to arrange the insurance that he requires.
§ 5 Payment
(1) Our invoices are to be paid within 10 days of invoicing. Payment by bills of exchange is only permitted with our consent. Bills of exchange and cheques are only accepted on account of performance and conditional on their discharge. Discount and other charges are at the purchaser's expense.
(2) From the 11th day following invoicing the purchaser is in default, even without specific warning. We are entitled to charge either interest at 5 % above the current discount rate of the German Federal Bank or interest in the amount of the interest rate charged to us for making use of overdrafts on our current account, plus VAT at the standard rate, respectively. (3) The purchaser is entitled to withhold in part or in whole payments under these Terms and Conditions or other payments due, or to offset them, only if the counterclaims are legally established or undisputed.
§ 6 Warranty and Conditions of Warranty
(1) ratiotec and distributors / dealers vending ratiotec products provide a warranty of 2 years on all products.
(2) On notification of claims under the warranty, the customer must present the original invoice or the receipt issued by the dealer or a corresponding acknowledgement of receipt. The serial number on the equipment must be legible. (3) It is at the discretion of ratiotec to determine whether the warranty is fulfilled by repairing or exchanging the equipment or defective part. Further claims are excluded.
(4) Warranty repairs must be carried out by ratiotec specialist dealers or workshops licensed by ratiotec. In the case of repairs carried out by other dealers, claims for reimbursement of costs cannot be accepted, as such repairs and any damage that may be caused to the equipment as a result of them are not covered by this warranty.
(5) If the equipment is being used in a country other than that for which it was originally designed and produced, any necessary changes must be made to the equipment to adapt it to the technical and/or technical safety norms of that other country. Such changes do not result from material or manufacturing faults in the equipment and are not covered by this warranty. The costs of such changes and of any damage caused to the equipment that arises from them will not be reimbursed.
(6) Excluded from the warranty are:
a) Regular inspections, maintenance and repair or replacement of parts as a result of normal signs of wear, in particular those caused by dirt;
b) Transport and travel costs and costs incurred by assembling or dismantling the equipment;
c) Misuse and use of the equipment other than for its intended purpose, and incorrect installation;
d) Damage caused by lightning, water, fire, acts of God, war, incorrect mains voltage, inadequate ventilation or other factors that are not the responsibility of ratiotec.
(7) This warranty is product-related and a claim can be made under it within the warranty period by any person who has acquired the equipment legally.
(8) Insofar as is legally permitted, warranty rights are excluded. Only those rights specified under the preceding warranty are available to the purchaser.
(9) For electronic devices that check the authenticity of bank notes, a 100% guarantee of the authenticity of a note after checking by the device cannot be provided. Counterfeit money can only be identified if the pattern of the counterfeit money used was known to us at the time of delivery. Damaged notes are excluded from checking. For other devices for the recognition of counterfeit money, no guarantee can be provided for authentication. In all cases, liability can only therefore be accepted in the event of intent or gross negligence.
§ 7 Retention of Title
(1) All goods supplied remain the property of the vendor until complete payment of all of the vendor's claims in respect of the purchaser from the business relationship. The purchaser shall store the vendor's property free of charge. Goods to which the vendor reserves right of title will hereafter be referred to as reserved goods.
(2) The purchaser is entitled to dispose of the reserved goods in the normal course of business, provided that he is not in default. Pledges or assignments as security are not permitted. The purchaser assigns the claims arising from the resale of the reserved goods or from any other legal issue in respect of those goods to the vendor with immediate effect.
(3) Insofar as he is not in default, the purchaser is entitled to re-sell the products supplied or the products resulting from processing thereof only on agreement of a corresponding retention of title with his customer that secures the retention of title of the vendor. Pledging and assignments as security are not permitted. The purchaser assigns his claims from the re-sale or re-leasing of the reserved goods to the vendor with immediate effect.
(4) If the reserved goods are sold together with third-party goods for one total price, the assignment only covers the claim in the amount of the cost of the goods supplied by the vendor. The purchaser is entitled to collect the claims. This authorisation ends as soon as the purchaser fails to meet his payment obligations as agreed.
(5) If the value of the security exceeds the claim secured by more than 20%, the vendor undertakes to release the excess amount.
§ 8 Security Insofar as facts about the person or the business circumstances of the customer that make the performance of the contract and in particular the timely fulfilment of our claims appear to be at risk become known to us after conclusion of the contract, we are entitled to demand payment in advance or security or to withdraw from the contract. We are also entitled to refuse to complete the order until payment in advance or security has been received.
§ 9 Liability The vendor accepts liability in accordance with the legal provisions, subject to the following: in the event of death, physical injury or injury to health he accepts liability for every culpable action; for other breaches of obligations by the vendor or his vicarious agents, the vendor accepts liability for intent and gross negligence and, in the event of breaches of significant contractual obligations, for simple negligence as well. In the event of a merely negligent breach of obligation by the vendor or his vicarious agents, the liability of the vendor is limited to the foreseeable damages which might typically occur under the contract. Further contractual claims or claims in tort on the part of the customer are excluded. The vendor therefore does not accept liability in particular for damages that have not happened to the delivered item itself, nor for loss of profit or other financial losses on the part of the customer, unless the vendor or his senior staff have acted deliberately or with gross negligence. In the event of the breach of a pre-contractual obligation or an obstacle to performance already in existence on conclusion of the contract (§§ 311 para. 2, 311a of the German Civil Code (BGB)), our obligation to pay compensation is limited to the negative interest.
§ 10 Claims and rights of the counterparty can be assigned to third parties only with our explicit written consent.
§ 11 Place of Fulfilment, Applicable Law, Place of Jurisdiction
(1) The place of fulfilment and the place of jurisdiction for all claims - provided that our customers are registered traders - is Essen.
(2) It is agreed that the law of the Federal Republic of Germany shall apply. The application of the unified, international law on the sale of goods is excluded. This also applies if the customer's registered office is abroad.
§ 12 Maintenance of the Contract Should a part of the preceding Terms and Conditions be invalid, the remaining parts are not affected. The parties undertake to agree on an acceptable and economically equivalent provision, which will replace the invalid one. Insofar as is legally permitted, provisions shall be agreed that come as close as possible economically to the invalid provisions.
§ 13 Invalidity of Previous Terms and Conditions With these Terms and Conditions, all of our previous terms and conditions become invalid.
Essen, January 2010
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