General Terms and Conditions
of Delivery and Payment of Rheonik Messtechnik GmbH
The following terms and conditions of Delivery and Payment (AGB) shall apply to all our business relationships with our Customers. The AGB apply only if the Customer is an entrepreneur (§ 14 BGB), a legal entity under public law or a public special fund.
These AGB shall apply exclusively. Deviating, conflicting or supplementary purchasing conditions of the Customer shall become only and insofar part of the contract as we have expressly agreed to their validity. This approval requirement applies even if we are aware of these conditions of purchase and deliver to the customer without reservation.
In single cases, individual agreements made with the Customer (including ancillary agreements, supplements or amendments) have in any case take precedence over these AGB.
Conclusion of Agreement
Our price lists shall be subject to change and not binding. The prices on the price list valid at the time of the Customer's order shall apply.
Each Customer order shall comprise an offer to us that the corresponding binding agreement be concluded. This shall also apply in the event a written or oral "offer" from us preceded the order. An agreement shall become binding only when accepted by us in writing (order confirmation).
Brochures and Documents
All illustrations, drawings and specifications of weights and measures contained in our brochures, offers or other documents shall be approximate specifications only unless expressly designated as binding.
We hereby reserve all property rights and copyrights related to cost estimates, drawings and other documents. Such estimates, drawings and documents may not be made available to third parties. We hereby reserve the right to reclaim our documents in the event an agreement does not take effect.
In the event our products are modified after an agreement is concluded as part of the continuous further development of our products, we shall be entitled to deliver the modified versions provided they are at least equal in quality to those required by agreement. We shall be entitled to alter models, designs, plans, illustrations, drawings, descriptions, colors and weight, measurement and other specifications provided the quality and technical conditions for the use of the products are not thereby altered.
Pricing, Insurance, Packaging
Our prices shall be understood as subject to the applicable turnover tax.
Unless expressly stipulated otherwise, our prices shall be understood as ex works including factory loading though excluding packaging and transport insurance.
Packaging may be returned to us. The Customer shall bear the freight costs for the return of packaging.
We shall take out transport insurance for the account of the Customer only at the express written instruction of the Customer.
Terms and Conditions of Payment
Our invoices shall be due and payable immediately.
In the event the Customer does not pay within 30 days following the invoice date, the Customer shall be in default. Default interest shall be 1.5% per month.
Payments shall always be deducted from the oldest debt outstanding.
All setoffs shall be excluded unless the counterclaims are acknowledged by us or recognized by non-appealable decision. The Customer hereby waives the right to assert a right of retention arising from earlier or other transactions with regard to current business relations.
In the event the financial circumstances of the Customer worsen substantially after an order is concluded, we shall be entitled to require security for all outstanding payments from current agreements regardless of the due dates thereof. Security may be provided by advance payment in full or by provision of a bank guaranty from a bank certified in the Federal Republic of Germany provided such guaranty is absolute and unlimited and all defenses are waived.
Delivery periods or delivery deadlines shall be binding only if expressly designated as such. Otherwise we shall endeavor to observe the non-binding delivery periods whenever possible.
Instances of force majeure (e.g., public unrest or similar events), difficulties in procuring raw materials, operating disruptions through no fault of our own (e.g., strikes, lockouts, etc.) and other circumstances for which we are not responsible (such as erroneous or delayed delivery from previous suppliers or loss of previous suppliers, e.g., due to insolvency, composition or other suspension of production, or traffic disruptions) as well as all unavoidable events affecting our company or our suppliers shall entitle us to suspend or postpone delivery to the Customer in whole or in part to an extent commensurate with and for the duration of the impediment. We shall not be responsible for the above-mentioned circumstances even in the event such circumstances arise during an existing delay. We shall be obligated to inform the Customer of the beginning and end of such impediments without delay. No Customer damage compensation claims against our company shall arise in such event.
Each agreed-upon delivery period shall be extended by the period by which the Customer is in default on its obligations towards us. This shall apply in particular in the event the Customer has not yet clarified or fulfilled all details of the performance and other requirements it must meet or in the event the agreed-upon advance payment is not on time.
Dispatch-ready goods of which the Customer has been notified are to be retrieved without delay. Otherwise we shall be entitled to store such goods in an appropriate fashion at the expense and risk of the Customer.
Place of Performance, Transfer of Risk
Even in the event of delivery "to place of destination," the place of performance shall be our factory.
Risk shall be transferred to the Customer upon acceptance for loading onto the means of transport. In the event of pickup by the Customer, risk shall be transferred to the Customer upon provision for loading.
In the event shipment is delayed due to circumstances for which the Customer is responsible, risk shall be transferred to the Customer on the date the product is ready to be shipped.
Retention of Title
We shall retain our title to the delivered goods (the “Reserve Goods”) until payment of the purchase price including all other claims arising from the basic legal transaction, regardless of their legal grounds, has been completed. With regard to the acceptance of checks, this shall apply until they are definitively honored. In the event of open accounts, the Reserve Goods shall be considered security for the balance of the debt outstanding.
The Customer must store our Reserve Goods separately or clearly label them as such. Reserve Goods may be resold, consumed, modified, combined or mixed only as part of regular business and only as long as the Customer has observed its payment obligations. Reserve Goods may not be pledged or transferred as a means of security. The recovery of Reserve Goods shall be considered a cancellation only if the Customer is expressly informed.
The Customer hereby transfers its (joint) title to the newly created item (the “Security Property”) to us in advance in proportion to its value (the invoice value) in order to secure our claims in the event our Reserve Goods are modified, mixed, combined or consumed, and hereby also agrees that it shall store such item for us free of charge. To secure our claim, the Customer hereby assigns in advance all claims from the modification, combination, use or sale of our Reserve Goods or the Security Property replacing the Reserve Goods in the amount of the remaining purchase claim together with all ancillary rights. In the event any goods to which we have joint title are sold, the assignment shall be limited to the priority portion of the claim, corresponding to the portion to which we have joint title.
Upon our request, the Customer shall be obligated to document its individual claims against third parties arising from the resale, inform the subsequent buyers of the assignment and request that they pay us. We shall be entitled at all times to inform the subsequent buyers of the assignment and collect the claim ourselves. The Customer shall not be authorized to make any other assignment. The Customer shall be entitled to collect the said claim as long as it fulfills its payment obligations toward our company. The Customer must inform us without delay of any legal actions by third parties which will affect our affairs or rights.
In the event the value of the securities granted to us on the basis of the above paragraphs exceeds the claim to be secured by more than 10%, we shall release the securities of our choice at the Customer’s request.
We warrant that under normal use and service our products will function in accordance with the current product specifications if installed and operated in accordance with the accompanying installation manuals; but the Customer is solely responsible for determining the suitability of the products for the customer’s use. The Customer shall examine the goods immediately after receipt with responsible care; defects discovered shall be reported to us within a preclusive period of 2 weeks in writing. Not recognizable defects shall be reported in writing to us within 2 weeks after discovery.
In case of a justified immediate notification of defects, a warranty will be granted either by repairing the goods (rectification of defects) or replacement of default parts (subsequent delivery). Instead we shall also be entitled to compensate the decrease in value when obeying the interest of the Customer appropriately.
In case we does not comply to rectify defects or to replace defective parts or the rectification or replacement fail, the Customer shall be entitled to reduce the remuneration or, at his option, to rescind the contract.
As regards spare parts, parts being subject to wear and tear or parts being designated to become a part of or to be converted into other products, the Customer is committed to examine such parts and give notification of defects within the time period set for in para. 1. With regard to defects which could have been noticed before installation or conversion, any warranty claims are excluded after installation and conversion.
In case the Customer requests examination of the delivered goods by us and alleges a defect for which we would be responsible according to para. 2 above, the Customer shall be committed to bear the associated costs in case it turns out that the delivered goods are free from such defect.
Other or further claims of the Customer based on defects including claims for damages, also with respect to consequential damages, are excluded unless otherwise expressly set forth in these Standard Terms and Conditions of Sale and Delivery. The disclaimer shall not apply in the case of injury to life, limb or health and in the case of violation of a material contractual obligation (cardinal obligation), whereby, however, in the case of violation of a cardinal obligation due to slight negligence, our liability shall be limited to such loss or damage foreseeable and typical for this type of contract, which shall in no way include indirect losses (e.g. loss of profit). In case of non-compliance with a guarantee, which has to be expressly designated and confirmed in the order confirmation as guarantee, claims for damages can only be enforced, if it was intended that the guarantee given to the Customer should apply precisely to damage of the kind that has occurred.
Our is expired, if the goods delivered have been dismantled by a third party or altered by the incorporation of parts produced elsewhere and the cause of the damages is connected with such alterations. Our liability is also expired, if the Customer does not duly observe our instruction for handling the goods (installation & operation instructions).
The warranty period shall last for a period of 12 month after passing the risk.
Unless otherwise expressly set forth in these AGB, we are only liable for damages, whatever their legal basis is, in case that they are based on a wilful action or gross negligence. Insofar as permissible, any additional liability shall be limited to a maximum amount of € 1 million per damage event.
This limitation on liability does not apply in the event the Customer raises claims relating to personal injury or damages to property according to the Product Liability Law based on a defect of the delivered goods.
Any advice given by us, in particular regarding the application of the delivered goods, shall only commit us if given or confirmed in writing.
The Customer acknowledges that our goods and services shall not be used in life-sustaining or life-supporting devices and systems, nuclear power plants, for military, aeronautics or other purposes, where a malfunction of the product may, within reasonable assessment, lead to life-threatening situations or cause catastrophic consequential damage.
The following lump-sum compensation is hereby agreed upon in the event the Customer cancels an order:
Up to six weeks prior to the delivery date: 40% of the order total.
The Customer is allowed to prove that a lower or no damage has occurred.
Legally binding declarations such as taking orders, receipt of notices of defects or payments made by our sales representatives or active in the field staff and of these about acceptances need to be confirmed in writing by us.
We retain the property and copyright in drawings, sketches, cost estimates and the documents attached to any offers or order confirmation. The Customer may only be entitled to use them to the agreed purpose and may not reproduce or disclose them to third parties without the prior written consent of us. At our request, such documents and any duplicates have to be rendered to us.
The technology and the knowledge patented or not, used in the materials and services, all the rights of technical intellectual properties relating to the products and services, remain the exclusive property of us. Only is conceded to the customer a right of user of the materials on a purely non-exclusive basis.
With regard to the delivered Software, we are not aware that the use of the Software will violate any third party’s industrial property rights. We assume no liability for Software free from third parties’ industrial property rights and copyrights, excluding industrial property rights in the Federal Republic of Germany. This shall also apply, if the Customer uses the Software outside the Federal Republic of Germany, irrespectively of whether or not we have been informed by the Customer in advance thereof. If the use violates industrial property rights, we are allowed at his own option either to alter the Software to a reasonable scope for the Customer so it is excluded from the extent of protection or to obtain the right for the Customer to use the Software in an unlimited way without paying additional costs.
Place of Jurisdiction
Exclusive – also international - place of jurisdiction for all disputes arising out of or in connection with any contract between us and the Customer shall be the registered office of our company in Odelzhausen. However, we shall be entitled in any case to bring an action either at place of delivery or performance obligation or at Customer’s general jurisdiction. Prior-ranking statutory provisions, in particular to exclusive competence, shall remain unaffected.
Choice of Law
The law of the Federal Republic of Germany shall be exclusively authoritative for these AGB and any contractual relation between us and the Customer exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
Rheonik Messtechnik GmbH, Odelzhausen, June 2020
General Terms and Conditions of Purchase
of Delivery and Payment of Rheonik Messtechnik GmbH
Scope of application, form
These general terms and conditions of purchase (GTCP) apply to all business relationships with our business partners and suppliers (“Seller”).
These GTCP apply, in particular, to contracts to purchase and/or deliver movable objects (the “Articles”) irrespective of whether the Seller itself manufactures the Articles or buys them from suppliers (Sections 433, 650 of the German Civil Code (Bürgerliches Gesetzbuch), “BGB”). Unless otherwise agreed upon, these GTCP as amended at the time of the purchaser’s order or, in any case, the version last submitted to the purchaser in text form also apply as a framework contract to similar future contracts, without any need for us to refer to them again in each individual case.
These GTCP apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the Seller shall become an integral part of the contract only if and to the extent we have expressly approved of their applicability in writing. Even if we refer to a letter containing or referring to terms and conditions of the Seller or a third party, no approval of their applicability can be derived therefrom.
Individual agreements entered into with the Seller on a case-by-case basis (including collateral agreements, supplements or amendments) take precedence over these GTCP in any event. A written agreement or our written acknowledgement is decisive for the contents of such agreements subject to proof to the contrary.
Legally relevant declarations or notifications of the Seller in relation to the contract (e. g., setting a deadline, reminder, rescission) must be made in writing, i.e., in written or text form (e.g., letter, e-mail, telefax). Any statutory formal requirements and other evidence, particularly in case of doubts about the authority of the declaring person, shall not be affected thereby.
Any reference to the applicability of statutory provisions is only included for the purpose of clarification. Hence, such statutory provisions apply even without such clarification unless they are directly amended or expressly excluded by these GTCP.
Conclusion of contract
Our order shall be deemed binding at the earliest upon written submission or confirmation. The Seller must notify us of any obvious errors (e.g., typing and calculation errors) and gaps in the order including the order documents so that we are able to correct or complete them before the order is accepted; otherwise the contract shall be deemed to have not been concluded.
The Seller is requested to confirm our order in writing or, in particular, to unconditionally process it by forwarding the Articles within five business days (acceptance).
Late acceptance shall be deemed a new quote and must be accepted by us.
Delivery time and late delivery
The delivery time specified by us in our order is binding. If no delivery time is specified in the order and the delivery time is not agreed upon otherwise, it shall be two weeks from the date of the conclusion of the contract. The Seller is obligated to notify us in writing without undue delay if – for whatever reasons – he is likely to be unable to meet the agreed delivery times.
Should the Seller not perform at all or not within the agreed upon delivery period or should the Seller default, our rights – particularly to rescind the contract or claim damages – shall be governed by statutory provisions. The provisions in para. 3 shall not be affected thereby.
In addition to further legal claims, we may claim lump-sum compensation of the damage suffered by us due to default in the amount of 1% of the net price for each full calendar week, but not more than 5% of the net price of the Articles delivered late if the Seller defaults. We reserve the right to prove higher damage. The Seller reserves the right to prove that no or significantly less damage arose.
Performance, delivery, passing of risk, default in acceptance
The Seller is not entitled to have the owed service performed by third parties (e.g., subcontractors)) without our prior written approval. The Seller bears the risk of procurement for his services unless otherwise agreed upon in the individual case (e.g., limitation to stocks).
Delivery shall be made “free domicile” within Germany to the place specified in the order. If no destination is specified and nothing else agreed upon, delivery shall be made to our place of business in Odelzhausen, Germany. The respective place of destination shall also be the place of performance for the delivery and supplementary performance, if applicable (obligation to be performed at the obligee’s place of business).
Delivery must be accompanied by a delivery note including date (issue and shipping), content of delivery (item number and quantity) as well as our order ID (date and number). If the delivery is not accompanied by a delivery note or if the delivery note is incomplete, we shall not be responsible for any delay in processing and payment resulting therefrom.
The risk of accidental loss and accidental deterioration of the Articles passes to us upon their hand-over at the place of performance. If acceptance of the Articles is agreed upon, the risk passes upon their acceptance. Apart from that, the statutory provisions under the law on contracts for work and services apply correspondingly in case of acceptance. Hand-over and/or acceptance shall be deemed to have been effected even in case of our being in default in acceptance.
Occurrence of default in acceptance is governed by statutory provisions. The Seller must explicitly offer us his services even if a certain or definable calendar period has been agreed upon for any act or cooperation on our part (e.g., provision of material). Should we be in default in acceptance, the Seller may request compensation for his extra expenses pursuant to statutory provisions (Section 304 BGB). If the contract refers to the manufacturing of a specific item (custom-made item) by the Seller, the Seller shall be entitled to further rights only if we have undertaken to cooperate and if we are responsible for the failure to do so.
Prices and terms of payment
The price specified in the order is binding. All prices include statutory VAT if not separately stated.
Unless otherwise agreed upon in the individual case, the price includes all services and supplementary work (e.g., assembly, installation) and all ancillary expenses (e.g., proper packaging, shipping charges, including transport and liability insurance, if applicable).
The agreed price is due and payable within 30 calendar days from complete delivery and performance (including acceptance, if agreed upon) and receipt of a proper invoice. Insofar as payment is made within 14 calendar days, the Seller grants us 3% cash discount on the invoiced net amount. In case of bank remittance, payment shall be deemed to have been made in due time if our bank received the remittance order before expiration of the payment period; we are not responsible for any delay on the part of the banks involved in the payment transaction.
We do not owe interest for due payments. Any default in payment is governed by statutory provisions.
We are entitled to any rights of set-off and retention as well as the defence of the unfulfilled contract to the extent permitted by law. In particular, we are entitled to withhold due payments as long as we have any claims from incomplete or defective deliveries against the Seller.
The Seller shall have a right of set-off or retention only if counter-claims have been found to be final and absolute or undisputed.
Secrecy and reservation of title
We reserve title to and copyrights in illustrations, plans, drawings, calculations, standing operating procedures, product descriptions and other information and documents. These documents shall be exclusively used in connection with the contractual performance and returned to us after fulfilment of the contract. The documents, including the terms of the order, shall be kept confidential vis-à-vis third parties also after termination of the contract. The duty to observe secrecy ceases to apply only if and to the extent the know-how contained in the delivered documents has become common knowledge.
The foregoing provision correspondingly applies also to substances and materials (e.g., software, finished and semi-finished articles), as well as to tools, prototypes, samples and other objects we provide to the Seller for manufacturing. These objects shall be separately stored at the Seller’s expense and adequately insured against destruction and loss until they are processed.
The Seller processes, mixes or compounds (further processes) any provided items on our behalf. This also applies in case of a further processing of the delivered Articles by us so that we are considered to be the manufacturer and obtain title to the product upon further processing at the latest in accordance with statutory provisions.
Title to the Articles must be transferred to us unconditionally and irrespective of the payment of the purchase price. However, if we accept an offer from the Seller providing for a transfer of title on the condition of the payment of the purchase price in a particular case, the Seller’s reservation of title expires upon payment of the purchase price for the delivered Articles at the latest. We continue to be entitled to resell the Articles in the due course of business even prior to the payment of the purchase price by assigning the future claims resulting therefrom (alternatively, application of simple reservation of title extended until resale). Any other forms of reservation of title, particularly the reservation of title extended, passed on, and extended until further processing, are thus excluded in any case.
Unless otherwise provided for hereinafter, the statutory provisions shall apply to our rights in case of defects in quality and title of the Articles (including wrong and short delivery as well as improper assembly, imperfect instructions for assembly, use or operation), as well as in case of other breaches of duties on the part of the Seller.
Pursuant to statutory provisions, the Seller is particularly liable for the Articles having the agreed quality upon the passing of risk to us. Any product specifications that – particularly by indication or reference in our order – are a subject matter of the respective contract or that have been incorporated in the contract in the same way as these GTCP are deemed as agreement on the quality. In this respect, it is irrelevant whether the product specifications have been prepared by us, the Seller or the manufacturer.
We are not obligated to inspect the Articles or to make inquiries about possible defects upon the conclusion of the contract. Partially contrary to the 2nd sentence of Section 442(1) BGB, we thus shall have unlimited claims based on defects even if the defect remained unknown to us due to gross negligence.
The statutory provisions (Sections 377, 381 of the German Commercial Code (Handelsgesetzbuch) , “HGB”) apply to the commercial obligation to inspect the Articles and give notice of defects with the following proviso: Our obligation to inspect the Articles is limited to defects that become apparent at our incoming goods inspections by outward examination, including the shipping documents (e.g., transport damage, wrong and short deliveries) or at the quality checks by way of sampling procedure. There is no obligation to inspect the Articles if acceptance is agreed upon. Apart from that, it depends on to what extent an inspection is practicable in the due course of business in consideration of the individual circumstances. Our obligation to give notice of defects detected at a later point in time remains unaffected. Notwithstanding our obligation to inspect the Articles, our complaint (notice of defects) shall be deemed to have been made without undue delay and in time if it is sent within 30 days from discovery or from delivery in case of obvious defects.
Supplementary performance shall also include the disassembly of the defective Articles and the new installation if the Articles have been installed or included in another object in accordance with their nature and intended use; our legal claim for compensation of the respective expenses shall not be affected thereby. The Seller shall bear the expenses incurred in connection with the inspection and supplementary performance even if it turns out that no defect existed. Our liability to pay damages in case of an unjustified request to remedy remains unaffected; in this respect, we shall, however, only be liable if we have been aware or grossly negligently not aware that no defect existed.
Notwithstanding our statutory rights and the provisions in para. 5 the following applies: If the Seller does not meet his obligation of supplementary performance – at our option by way of removal of defects (repair) or by way of delivery of a faultless thing (substitute delivery) – within a reasonable time limit set by us, we may remove the defect ourselves and claim compensation from the Seller for the necessary expenses incurred in this respect and/or a corresponding advance payment. If supplementary performance by the Seller failed or if it is unreasonable for us (e.g., due to particular urgency, risk to operational safety or imminent occurrence of unreasonable damage), no time limit needs to be set; we will notify the Seller of such circumstances without undue delay and, if possible, in advance.
Apart from that, we are entitled to reduce the purchase price or rescind the contract in case of defects in quality or title in accordance with statutory provisions. We are, in addition, entitled to claim damages and compensation for expenses in accordance with statutory provisions.
Recourse against supplier
In addition to claims based on defects, we are entitled to our legally determined rights of recourse within a supply chain in accordance with Sections 445a, 445b, 478 BGB) without restriction. We are, in particular, entitled to demand precisely such kind of supplementary performance (repair or replacement) from the Seller as we owe our buyers in the individual case. Our legal option (Section 439(1) BGB) shall not be restricted by this.
Before we acknowledge or satisfy a claim based on defects asserted by our buyer (including compensation for expenses pursuant to Sections 445a(1), 439(2) and (3) BGB), we shall notify the Seller and ask for written comment by briefly describing the facts. If no substantiated comment is submitted within a reasonable period of time and if no amicable solution is found, the claim based on defects we actually conceded shall be regarded as owed to our buyer. In this case, the Seller is responsible to furnish evidence to the contrary.
Our claims under recourse against the supplier shall also apply if the defective Articles have been processed by us or another entrepreneur, e.g., by fitting them in another product.
If the Seller is liable for a product damage, he shall indemnify us against any third-party claims insofar as the reason for the damage is within his domain and organizational area and he is personally liable in the external relationship.
Within the scope of the duty to indemnify, the Seller must reimburse us for expenses in accordance with Sections 683, 670 BGB incurring under or in connection with third-party claims including any recalls made by us. We shall notify the Seller of the matter and the scope of product recalls – if possible and reasonable – and give him the opportunity to comment. Further statutory claims shall not be affected thereby.
The Seller shall take out and maintain a product liability insurance with a lump-sum coverage of at least EUR 5 million per personal injury/property damage. The Seller shall provide us with a copy of the liability policy at any time upon request.
Statute of limitations
The mutual claims of the contracting parties expire in accordance with statutory provisions unless otherwise provided for hereinafter.
Notwithstanding Section 438(1)(3) BGB, the general limitation period for claims based on defects shall be three years from delivery and/or the passing of risk. If and to the extent acceptance has been agreed upon, the statute of limitations commences upon acceptance. The limitation period of three years applies correspondingly to claims based on defects in title, provided that the legal statute of limitations for third-party claims to return a real thing (Section 438(1)(1) BGB) remains unaffected; claims based on defects in title shall, however, not expire under any circumstances as long as a third party may still assert such claim against us because the claim has not yet become time-barred.
The statute of limitations under sales law, including the aforementioned extension, shall apply to all contractual claims based on defects to the extent permitted by law. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the normal legal statute of limitations shall apply (Sections 195, 199 BGB) unless the applicability of the limitation periods under sales law results in a longer limitation period in the individual case.
Limitation of warranty claims shall be suspended upon receipt of our written notice of defects by the Seller until the Seller rejects the claim or declares that the claim has been removed or otherwise refuses to continue negotiations about our claims. In the case of replacement and removal of defects, the warranty period for replaced and repaired parts shall commence again, unless we had to assume, based on the Seller’s behavior, that the Seller did not feel obliged to take such action, but only carried out the replacement or removal of defects as a gesture of goodwill or for similar reasons.
Pursuant to para. 2, the Seller shall be responsible for the products delivered by him not violating any property rights of third parties in countries of the European Union or other countries where he manufactures or has manufactured the Articles.
The Seller shall be obligated to indemnify us against all claims asserted by third parties against us as a result of a violation of intellectual property rights as set forth in para. 1 above and to reimburse us for any expenses incurred in connection with such claim. The foregoing shall not apply if the Seller proves that neither he is responsible for the violation of property rights nor that he had to be aware of the violation at the time of delivery exercising the due care of a businessman.
Our further legal claims based on defects in title to the products delivered to us shall not be affected thereby.
The Seller undertakes to stock spare parts for the products delivered to us for a period of at least two years after delivery.
The Seller is not entitled to assign his claims under the contractual relationship to third parties. The foregoing shall not apply if the claim is a monetary claim.
Compliance with laws
The Seller is obligated to comply with any statutory provisions applicable to him in connection with the contractual relationship. This particularly includes anticorruption and money laundering laws as well as provisions on antitrust, labor and environmental protection.
The Seller shall ensure that the products delivered by him comply with all relevant requirements for placing them on the market in the European Union and the European Economic Area. He must prove conformity to us on request by submitting suitable documents (e.g., long-standing supplier’s declarations).
The Seller shall make reasonable efforts to ensure compliance with his obligations set forth in this section 14 on the part of his subcontractors.
Choice of law and place of jurisdiction
These GTCP and the contractual relationship between us and the Seller are subject to the laws of the Federal Republic of Germany without giving effect to the international uniform law provisions, particularly the UN Sales Convention.
Place of performance of either party and exclusive place of jurisdiction for all disputes under the contractual relationship shall be our place of business in Odelzhausen, Germany. However, in all cases we are also entitled to bring an action at the place of performance of the obligation to deliver in accordance with these GTCP or an overriding individual agreement or at the Seller’s general place of jurisdiction. Any overriding statutory provisions, particularly on exclusive jurisdiction, remain unaffected.
Rheonik Messtechnik GmbH, Odelzhausen, June 2020
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