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Our deliveries and services shall be provided exclusively on the basis of the following General Terms and Conditions, unless expressly agreed otherwise in individual cases. This shall also apply to all future transactions of this kind, even if these terms and conditions have not been specifically referred to again in the individual case. The terms and conditions of purchase or other general terms and conditions of our contractual partner - hereinafter referred to as the Buyer - are hereby expressly rejected, insofar as these provisions are not consistent with the following provisions. We shall not be bound by the Buyer's general terms and conditions even if we do not expressly object to them again when the contract is concluded.
Our offers are subject to change. Declarations by our travelers, service technicians or sales representatives require our confirmation to become effective. All drawings, illustrations as well as all dimensions, performance data and other numerical data contained in our brochures, printed matter or other data carriers are non-binding unless they have been expressly confirmed by us. All information and technical data must be checked by the purchaser for suitability for the specific application. Insofar as this is reasonable for the purchaser in the individual case and is otherwise appropriate, we reserve the right to make changes even after receipt of an order and/or acceptance of an order. Since our offers are non-binding, orders require our order confirmation. A contract is only concluded after we have confirmed the buyer's order or delivered the goods. The amendment of contractual agreements is only possible with our consent and in accordance with the following conditions (cf. §§ 12 and 13).
Unless otherwise agreed, our price lists valid on the date of order confirmation shall apply. The validity of a price list expires with the publication of the new price list. All our prices are net prices plus statutory value added tax. Unless otherwise agreed, they are ex warehouse and do not include transport and packaging costs or the costs of any transport insurance, which will only be taken out at the express request of the purchaser. If a delivery period of more than four months has been agreed, we shall be entitled to pass on to the Buyer any cost increases for materials, production, assembly, personnel, delivery or the like that have occurred in the meantime due to price increases to the corresponding extent.
Unless otherwise expressly agreed, our invoices shall be due for payment 30 days from the date of invoice without deduction. Bills of exchange and checks shall only be accepted on the basis of express agreement and only on account of performance and subject to the possibility of discounting. All charges incurred are to be borne by the purchaser. The acceptance of a bill of exchange after the due date or prolongation does not constitute a deferment. We reserve the right to return bills of exchange or checks at any time. If the buyer defaults on a payment, he shall be liable to pay interest on arrears at a rate of 10 percentage points above the prime rate in accordance with § 247 of the German Civil Code (BGB). However, the purchaser shall be free to prove that damage caused by default did not occur or did not occur in this amount. The assertion of a higher damage caused by default is also not excluded. For each reminder after the occurrence of default, we may charge reminder fees in the amount of € 5.00, unless the buyer proves that damage in this amount has not occurred. In this respect, too, we reserve the right to claim higher damages for default in individual cases. If the purchaser defaults on a payment, all claims shall become due immediately, irrespective of previously agreed payment terms and even if we have accepted bills of exchange or cheques for their settlement. If there is a significant deterioration in the financial circumstances of the purchaser which endangers our claim, we shall be entitled to demand advance payment or appropriate security. This shall also apply if such circumstances existing prior to the conclusion of the contract only become known to us subsequently. If the advance payment or security is not made within the grace period despite the setting of a reasonable grace period, we shall be entitled to withdraw from the contract or to claim damages in lieu of performance. In the aforementioned cases, payment or provision of security cannot be made dependent on the return of current bills of exchange. Payments to third parties, in particular to commercial agents or travelers, cannot be made with debt-discharging effect unless expressly agreed otherwise.
Offsetting by the purchaser with counterclaims is excluded, unless the counterclaims are undisputed or legally established. The assertion of a right of retention by the purchaser is excluded, unless it is based on the same contractual relationship or the counterclaims are undisputed or legally established.
a) Unless expressly agreed otherwise, the stated delivery times are approximate unless a binding date has been expressly agreed. Adherence to delivery dates shall be subject to all commercial and technical questions between the contracting parties having been clarified. Correct and timely self-delivery remains reserved. We shall inform the purchaser as soon as possible of any delays that become apparent.
b) The delivery period shall be deemed to have been met with the timely notification of readiness for dispatch if dispatch is impossible for us through no fault of our own. In the event that the goods are to be shipped by us, the day of shipment shall be deemed to be the delivery day. If collection has been agreed, the day of delivery shall be the day of notification of readiness for dispatch. If only approximate delivery times are stated, the Buyer may put us in default at the earliest ten working days after expiry of this delivery time.
c) In the event of delays in delivery due to force majeure, riots, disputes, lockouts or operational disruptions for which we are not responsible, including at our suppliers, the performance period shall be extended by the period until the disruption has been remedied, insofar as the disruption has an influence on the manufacture or delivery of the delivery item. We shall inform the Buyer as soon as possible of the beginning and end of such hindrances. In the event of permanent operational disruptions for which we are not responsible, including the case that we are not supplied by our upstream suppliers through no fault of our own, both the purchaser and we shall be entitled to withdraw from the contract in whole or in part, to the exclusion of any claims for compensation. Operational disruptions shall be deemed to be permanent if they last for at least two months.
d) Claims for damages against us from the point of view of delay in delivery can only be asserted under the conditions of § 10 c) to e) below.
Delivery shall be made at our discretion by a suitable means of transport and for the account of the purchaser. The buyer shall dispose of packaging material at his own expense. Transport insurance will only be taken out at the express request of the purchaser. Deliveries shall always be made at the Buyer's risk - even if we bear the freight costs, for example, by agreement free domicile - unless we carry out the transport with our own vehicles and our own personnel. The risk shall pass to the Buyer when the goods are handed over to the post office, parcel service, forwarding agent or carrier, but no later than when the goods leave the factory. For deliveries abroad, the shipping conditions according to the order confirmation apply.
We are entitled to make partial deliveries. These shall be invoiced upon delivery and shall be paid in accordance with §4. Deliveries ordered on call are to be accepted within 12 months after order confirmation. Any default in acceptance shall occur after expiry of this period without further reminder, unless the purchaser is prevented from acceptance due to circumstances for which he is not responsible.
We retain title to all goods delivered by us (reserved goods) until the purchase price has been paid in full and until all our claims arising from the business relationship have been paid.
The buyer is entitled to process and resell the goods in the ordinary course of business as long as he is not in default with the fulfillment of his obligations to us or stops his payments. The following shall apply in detail: The processing or transformation of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating us. By processing or transforming the reserved goods, the purchaser does not acquire ownership of the new item in accordance with § 950 BGB. If the reserved goods are processed, mixed, blended or combined with other items, we shall acquire co-ownership of the new item in a proportion corresponding to the ratio of the invoice value of our reserved goods to the total value. The provisions applicable to the goods subject to retention of title shall apply mutatis mutandis to the co-ownership shares arising under the above provisions. The Buyer hereby assigns to us the claims arising from the resale or other sales transactions, such as contracts for work and services, together with all ancillary rights, and also on a pro rata basis to the extent that the goods have been processed, mixed or blended or combined or permanently installed and we have acquired co-ownership thereof in the amount of our invoice value. Insofar as the goods subject to retention of title are processed, mixed, blended, combined or firmly installed, we shall be entitled from this assignment to a fraction of the respective claim from the resale corresponding to the ratio of the invoice value of our goods subject to retention of title to the invoice value of the item.
If the reserved goods are sold by the buyer together with other goods not supplied by us, the buyer hereby assigns to us a share of the claim from the resale in the amount of the invoice value of our reserved goods. If the buyer has sold this claim within the framework of genuine factoring, he hereby assigns to us the claim against the factor which takes its place. If the claim from the resale by the buyer is placed in a current account relationship with his customer, the buyer hereby assigns his claims from the current account relationship to us in the amount of the invoice value of the reserved goods. We hereby accept the above assignments. The buyer shall be entitled to collect the claims assigned to us until revoked by us. The authorization to collect shall expire upon revocation, which shall occur in the event of default of payment by the Buyer or cessation of payments by the Buyer. In this case, we are authorized by the buyer to inform the buyers of the assignment and to collect the claim ourselves. Upon request, the buyer shall be obliged to provide us with an exact list of the claims to which the buyer is entitled, including the names and addresses of the buyers, the amount of the individual claims, invoice date, etc., and to provide us with all information and documents necessary for the assertion of the assigned claims and to allow us to verify this information. Pledging or transfer by way of security of the reserved goods or the assigned claims shall not be permitted. We must be informed immediately of any seizure, stating the name of the seizure creditor. If the realizable value of the securities to which we are entitled exceeds our total claim against the purchaser by more than 10%, we shall be obliged to release such securities at the purchaser's request. The purchaser shall store the goods subject to retention of title for us free of charge. He shall insure them against usual risks such as fire, theft and water to the usual extent. The buyer hereby assigns to us his claims for compensation to which he is entitled from damages of the aforementioned kind against insurance companies or other parties obliged to pay compensation, in the amount of our claims.
We accept the assignment.
In countries in which the validity of the retention of title is linked to special prerequisites or formal requirements, the purchaser shall ensure that these are fulfilled and shall draw our attention to this. If the Buyer does not comply with this obligation or if the agreement of a reservation of title is not possible in the country in question, we shall be entitled to make the delivery dependent on the provision of an irrevocable, unconditional and unlimited directly enforceable guarantee of an approved German bank or savings bank in the amount of all liabilities existing at the time of the conclusion of the contract. The guarantee must be subject to German law.
a) In the event of justified complaints, subsequent performance shall be effected at our discretion by rectification of defects or replacement delivery, provided that the statutory requirements for this are met. In addition, the purchaser shall be entitled to the further statutory claims to rescission of the contract and reduction of the purchase price, insofar as the statutory requirements for this are fulfilled. § 377 HGB remains unaffected.
b) If, by way of exception, the Buyer has a right of recourse under the statutory provisions pursuant to Section 478 of the German Civil Code (BGB), such right shall exist only to the extent that the Buyer does not grant its customer any rights exceeding the statutory rights based on material defects.
c) Claims for damages of the buyer, exist according to the legal regulations in unlimited height, if these are based on the injury of the life, the body or the health and they are caused by an intentional or negligent obligation injury by us, of one of our legal representatives or vicarious agents or
are based on the Product Liability Act or
are based on an intentional or grossly negligent breach of duty by us, our legal representatives or vicarious agents or
are based on fraudulent intent or
we have assumed a procurement risk or a guarantee and are therefore liable.
d) If damage is only due to negligent breach of a material contractual obligation (cardinal obligation) by us, our legal representatives or vicarious agents, we shall also be liable for damages, but the amount shall be limited to the typically arising and foreseeable damage, unless we have unlimited liability under b) and c) of this paragraph.
e) Material contractual obligations (cardinal obligations) within the meaning of the above provisions are obligations the fulfillment of which is essential for the proper performance of the contract and on the fulfillment of which the Buyer may regularly rely. Furthermore, essential contractual obligations (cardinal obligations) are those whose violation endangers the achievement of the purpose of the contract. The statutory distribution of the burden of proof shall apply. Further claims for damages against us, our legal representatives and vicarious agents as well as persons employed in the performance of our obligations shall be excluded, irrespective of the legal basis on which they are based.
f) Insofar as maintenance contracts have been concluded for equipment or systems, we shall not be liable for compliance with the maintenance intervals. The monitoring of these is the sole responsibility of the purchaser, as these depend in particular on the type and extent of use. Deviations from or postponements of previously agreed maintenance dates are permissible; in this respect, claims for damages due to non-observance of dates and any consequential damages resulting therefrom are excluded, unless the non-observance of the maintenance date is due to intent or gross negligence on our part or on the part of our vicarious agents.
Claims of the purchaser based on material defects shall become statute-barred after one year, unless
a) the claims are of the type regulated in § 479 BGB or
b) the defect was fraudulently concealed or is based on an intentional breach of duty by us or our legal representatives or our vicarious agents.
In cases a) and b) and for claims for damages not excluded under § 10, the statutory limitation periods shall apply.
The statutory provisions on suspension, suspension of expiry and on the recommencement of the limitation period shall apply.
Unless otherwise agreed, the Buyer may withdraw from the contract if the purchased item is defective and the statutory requirements for withdrawal (in particular § 440 BGB) are met. In the event of a breach of duty which does not consist of a defect in the purchased item, the purchaser may furthermore only withdraw from the contract if we or our legal representatives or vicarious agents are responsible for the breach of duty and the statutory requirements for withdrawal are fulfilled. The statutory distribution of the burden of proof shall apply. § 6 c) of these conditions remains unaffected. In other cases (e.g. accidental wrong order or other motive errors of the buyer) the buyer can cancel or withdraw from the contract only with our express consent. There is no entitlement to consent to the cancellation. In the event of our consent, the goods must then be marked with our article number and returned to us (Ruwac Industriesauger GmbH, Westhoyeler Str. 25, 49328 Melle, Germany) carriage paid and in the original packaging. In these cases, the return shipment is always at the risk of the purchaser. For return shipments, we will charge a handling fee of 20% of the order value, but at least € 250.00, unless otherwise contractually agreed. If we have already purchased material for custom-made products in these cases, this shall in any case be borne additionally by the purchaser at cost price, unless otherwise agreed in the individual case.
Changes to technical specifications by the customer after conclusion of the contract are only possible with our consent. There is no entitlement to consent. If we agree and nothing else has been agreed, the purchaser shall in this case, in addition to any additional expenses incurred as a result, also pay at cost for the material that we have already purchased for this order but no longer require as a result of the change.
If the purchaser breaches his obligations - e.g. if he refuses acceptance despite being requested to do so - and if for this reason we are entitled to claim damages in lieu of performance, we shall be entitled to demand a lump-sum compensation amounting to 25% of the purchase price. This shall not apply if and to the extent that the purchaser proves that no damage or not this amount of damage has been incurred. We reserve the right to claim damages in excess of this amount.
a) We create a return and disposal option for old devices for our buyers. For the disposal option, we have deposited our return concept with the ear foundation.
b) When returning the old devices to us, we will take them to the appropriate disposal point within the framework of our return concept. The costs will then be passed on to the purchaser, who is a user other than a private household, within 14 days of the invoicing of the disposal point. The purchaser must then reimburse us the corresponding amount within 14 days of receipt of the invoice.
Place of performance for all claims arising from contractual relations between us and the buyer is Melle. The place of jurisdiction is Osnabrück if the purchaser is a merchant, a legal entity under public law or a special fund under public law. We reserve the right, however, to also assert claims against the buyer at his general place of jurisdiction.