1.1 The following terms and conditions shall apply to all present and future offers made by us and contracts concluded with us. The general terms and conditions of the customer shall not be recognized by us in their entirety and shall not form part of the contract.
1.2 The General Terms and Conditions in the version valid at the time of the order or, in any case, in the version last communicated in text form shall apply as a framework agreement also for similar future contracts without us having to refer to them again in each individual case. The General Terms and Conditions of the supplier shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the contracting parties shall only become part of the contract if and to the extent that the supplier has expressly consented to their inclusion in the contract. This requirement of consent shall apply in any case, for example even if the supplier carries out the delivery to the contractual partner without reservation in the knowledge of the contractual partner's GTC.
2.1 The order of the goods by the contracting party is deemed to be a binding contractual offer. Unless otherwise stated in the order, the supplier shall be entitled to accept this contractual offer within 4 weeks of its receipt by the supplier.
2.2 A contract shall only be concluded upon the issuance of our written order confirmation or by delivery. Our order confirmation shall exclusively be authoritative for the content of the contract, in particular for the scope of services. Any amendments and supplements to the contract require our written confirmation.
2.3 The offers of the supplier are subject to change and non-binding. The sending of price lists, circulars or general offers shall not be deemed to be binding offers for the supplier within the meaning of §145 of the German Civil Code (BGB). We reserve the right to make modifications to the illustrations, descriptions, weights and dimensions in our catalogues and our offer, provided that the delivery item is not significantly changed or its quality is not improved in the course of that measure and the changes are reasonable to the customer.
3.1 If no price has been agreed for the goods, they shall be invoiced in accordance with the supplier's prices valid on the date of dispatch. Our prices are ex works, excluding packaging and shipping. The statutory value added tax shall be added. All additional costs, such as costs for fiscal charges, freight, insurance, export, transit, import and other permits as well as notarizations, shall be borne by the contracting party and shall be shown separately.
3.2 Unless otherwise agreed in writing, the confirmed prices shall apply for 30 days given that the contracting party is a merchant and for 120 days if the contracting party is not a merchant.
3.3 We reserve the right to change prices at any time without notice, even in the case of final or fixed price agreements, if and as soon as fiscal levies, tariff-based freight, raw material prices and other costs change for the economic sectors concerned as a whole.
3.4 In the case of deliveries and services within the EU, the contracting party shall notify the supplier of its respective VAT identification number under which it carries out the acquisition taxation within the EU prior to carrying out the turnover. In the case of non-electronic export declarations regarding deliveries and services from the Federal Republic of Germany to countries outside the EU which are not carried out or initiated by the supplier, the contractual partner shall provide the supplier with the proof of export required for tax purposes. If, in the case of deliveries and services in the EU, the customer has agreed to collect the goods himself or to commission the forwarding agent/courier service, the customer must promptly provide the supplier with a confirmation of receipt with all legal contents. If the proof/confirmation of arrival is not provided, the customer shall additionally pay the value added tax to be levied for the service within Germany from the invoice amount.
3.5 The customer shall receive an invoice from us in electronic form by e-mail. If there is no possibility to receive an electronic invoice or if the customer requires to receive an invoice in text form, the customer shall receive an invoice from us in text form after giving notice of this.
3.6 Unless otherwise agreed, our invoices shall be paid without deduction within 30 days of the invoice date; the due date is printed on the invoice. The contracting party shall be in default of payment at the latest if it does not make payment within 30 days of the due date and receipt of the invoice or equivalent payment schedule. If payment is made within 10 days of the invoice date, we grant a 2% discount on discountable goods and services. The amount of a possible discount deduction results from the invoice.
3.7 In the event of default in payment by the contractual partner, we shall be entitled to declare all other claims due and payable and to demand interest on arrears, namely in the amount of 9 % points above the base interest rate announced by the Deutsche Bundesbank at the time of the occurrence of the default if invoiced in euros, and in the amount of 9 % points above the discount rate of the highest banking institution of the country in whose currency the invoice was issued at that time if invoiced in another currency.
3.8 The contracting party shall bear all default costs, such as fees and expenses, incurred in connection with any legal action taken against it successfully outside Germany.
3.9 The assertion of further damage caused by default shall not be excluded hereby.
3.10 If the customer fails to comply with the agreed terms of payment or if we must consider our claims to be at risk due to the customer's financial circumstances, we may immediately call in our total claim. Furthermore, we are entitled to make the processing of all orders of the customer conditional on an advance payment or a security deposit. If, after conclusion of the contract, it becomes apparent (e.g. by filing for insolvency proceedings) that our claim to the purchase price is jeopardized by the buyer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary- after setting a deadline, to withdraw from the contract (§321 of the German Civil Code (BGB)). In the case of contracts for the manufacture of unjustifiable items (custom-made products), we may declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.
3.11 The purchaser may set off against our claims only undisputed counterclaims or counterclaims which have been finally adjudicated.
3.12 We shall be entitled to assign our claims to third parties.
4.1 Delivery dates shall be determined by the agreements made in the individual case. Delivery periods shall only be binding if expressly confirmed. A delivery deadline shall be deemed to have been met if the delivery item has been handed over for transport or readiness for dispatch has been established and this has been communicated.
4.2 If we are unable to meet the agreed delivery date due to impediments for which we are not responsible, we shall inform the customer thereof without delay. Such events and force majeure shall be deemed to include, in particular, labor disputes, repairs at the manufacturer's works that cannot be postponed, operational disruptions, official measures of any kind, inadequate extraction or delayed or restricted supply of raw and auxiliary materials, power, water and, if applicable, gas failures, lack of means of transport, traffic difficulties, war, riots and the like as well as any other unavoidable event. If, in such a case, it cannot be foreseen that we will be able to render our performance within a reasonable period of time, but within four months at the latest, we and the customer may withdraw from the contract. The same shall apply if the reasons for the impediment still exists after the expiration of four months from the date of our notification. If the reasons for the impediment were already apparent to us at the time the contract was concluded, we shall not be entitled to withdraw from the contract.
4.3 All deliveries shall be ex works or ex warehouse. The risk of accidental loss and accidental deterioration of the goods shall pass to the contractual partner at the latest upon handover. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the contracting party upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment; in the case of collection by the customer or on its behalf, upon notification of readiness for collection. This shall apply irrespective of whether the dispatch/collection takes place from the place of performance and who bears the transport costs.
Insofar as acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply mutatis mutandis to an agreed acceptance. The handover or acceptance shall be deemed equivalent if the contractual partner is in default of acceptance. If the contracting party is in default of acceptance, fails to cooperate or if delivery is delayed for other reasons for which the contracting party is responsible, the supplier shall be entitled to claim compensation for the resulting damage including additional expenses (e.g. storage costs) from the beginning of the delivery deadline or - in the absence of a delivery deadline - with the notification that the goods are ready for dispatch.
4.4 Partial deliveries are permissible.
5.1 The goods delivered by us shall remain our property until complete satisfaction of all our claims arising from the entire business relationship with the customer on any legal grounds, including those arising from bills of exchange. This shall also apply if the purchase price is paid for specific deliveries or services designated by the contracting party. In the case of a current account, the reserved property shall serve as security for the supplier's balance claim.
5.2 The purchaser shall be obliged to store and separately mark the goods subject to retention of title. He shall insure the goods subject to retention of title against fire, water damage, burglary and theft at his own expense. Upon request, the insurance policy shall be provided to us for inspection. The customer shall assign to us in advance the claims against the insurance company. If maintenance and inspection work becomes necessary, the purchaser must carry it out in good time at his own expense.
5.3 In the event of seizure of the goods subject to retention of title by third parties or in the event of other interventions by third parties, the purchaser must point out our ownership and must notify us immediately in writing so that we can enforce our property rights. If the third party is not able to reimburse the judicial or extrajudicial costs incurred by us in this connection and/or is not obliged to do so, the buyer shall be liable for such costs.
5.4 The buyer shall be entitled to sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or chattel mortgaging are not permitted. The customer hereby assigns to us in full, by way of security, any claims arising from the resale or any other legal grounds (insurance, tort) with respect to the reserved goods. We accept this assignment. We revocably authorize him to collect the claims assigned to us for our account in his own name. Our right to collect these claims ourselves shall not be affected thereby; however, we shall not assert the claims ourselves and shall not revoke the collection authorization as long as the purchaser duly meets his payment obligations. Upon our request, the purchaser shall disclose the assignment and hand over to us the information and documents required for the collection of the claim.
5.5 Any processing or transformation of the reserved goods by the buyer shall always be carried out on our behalf as manufacturer within the meaning of § 950 of the German Civil Code (BGB) without any obligation on our part. If the goods subject to retention of title are processed with other items that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title (final invoice amount including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the new item created by processing as to the goods subject to retention of title. If the reserved goods are inseparably combined or mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other combined or mixed items at the time of combination or mixing. If the goods subject to retention of title are combined or mixed in such a way that the buyer's item is to be regarded as the main item, the buyer and we agree already now that the buyer shall give us co-ownership in this item to us on a pro rata basis. We accept this transfer. The thus arising exclusive or jointly-held property shall be held by the buyer for us.
5.6 In the event of any breach of contract by the buyer, in particular in the event of default in payment, we shall be entitled to take back the reserved goods at the buyer's expense, even without withdrawing from the contract. We shall be entitled to dispose of any goods subject to retention of title taken back by us. The proceeds of the realization shall be set off against the amounts owed to us by the buyer after we have deducted a reasonable amount for the costs of the realization.
5.7 If the value of the securities to which we are entitled in accordance with the above provisions exceeds our claims by more than
20 %, we shall be obliged to release the excess value.
5.8 If the law of the country in which the delivery item is located does not permit retention of title or permits it only to a limited extent, we may reserve other rights to the delivery item. The customer is obliged to cooperate in all necessary measures (e.g.: registrations) for the realization of the reservation of title or the other rights replacing the reservation of title and for the protection of these rights.
6.1 If goods delivered by us prove to be defective, we shall be obliged to remedy the defects. Our warranty obligation shall be governed by the statutory provisions with the proviso that the customer may initially only demand rectification. We shall either repair or replace the defective parts at our discretion. As long as we fulfill our obligation to remedy the defect, the customer shall not be entitled to demand a reduction of the remuneration or rescission of the contract. If we fail to remedy the defect within a reasonable period of time, the purchaser's statutory warranty rights shall be revived. If a reasonable period of time to be set by the purchaser for subsequent performance has expired unsuccessfully or is dispensable under the statutory provisions, the purchaser may rescind the purchase contract or reduce the purchase price in accordance with the statutory provisions. In the case of an insignificant defect, however, there shall be no right of withdrawal.
6.2 In urgent cases, e.g. if operational safety is at risk or to prevent disproportionate damage, the buyer shall have the right to remedy the defect itself and to demand reimbursement from us of the expenses objectively necessary for this purpose. We are to be informed immediately of such a self-remedy, if possible in advance. The right of self-execution shall not apply if we would be entitled to refuse a corresponding subsequent performance in accordance with the statutory provisions.
6.3 As a matter of principle, we shall not be liable for defects of which the buyer is aware at the time of conclusion of the contract or is not aware due to gross negligence (§442 of the German Civil Code (BGB)). In the event of justified complaints, we shall be obliged to bear the labor and material costs required to remedy the defect, unless these are increased by the fact that the object of performance has been taken to a place other than the place of performance. If, in the course of rectification work, we replace materials supplied by us to the customer, we shall acquire ownership of the replaced parts. If the defect is based on a defective third-party product, we shall be entitled to assign our warranty claims against our supplier to the customer. In this case, claims may only be asserted against us on the basis of the above mentioned provisions after the customer has asserted the assigned claims against the upstream supplier in court. The warranty period is 24 months or a maximum of 2000 operating hours for defects that do not concern wear parts; it begins with the transfer of risk. There is no warranty claim for wear parts; in case of a warranty claim, the purchaser must prove that the defect was not caused by faulty operation and that the regular maintenance intervals by Rühle Service were observed.
6.4 We shall be entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer shall be entitled to retain a part of the purchase price which is reasonable in relation to the defect.
6.5 The buyer shall give us the time and opportunity required for the subsequent performance owed, in particular to hand over the goods complained about for inspection purposes. In the event of a replacement delivery, the buyer shall return the defective item to us at our request in accordance with the statutory provisions; however, the buyer shall not have a claim for return. Subsequent performance shall not include the dismantling, removal or disassembly of the defective item or the installation, fitting or assembly of a defect-free item if we were not originally obligated to perform such services; claims of the buyer for reimbursement of corresponding costs ("removal and assembly costs") shall remain unaffected.
6.6 Claims of the buyer for reimbursement of expenses pursuant to §445a (1) of the German Civil Code (BGB) shall be excluded, unless in the case of the last contract in the supply chain concerning a sale of consumer goods (§§478, 474 of the German Civil Code (BGB)) or a consumer contract for the provision of digital products (§§445c 2, 327 (5), 327u of the German Civil Code (BGB)).
6.7 In the case of goods with digital elements or other digital content, we shall owe provision and, if applicable, updating of the digital content only insofar as this results expressly from a quality agreement. In this respect, we shall not assume any liability for public statements made by the manufacturer and other third parties.
6.8 For purchasers who are not consumers, the following shall apply in deviation from the statutory provisions:
a) Only our own specifications and the manufacturer's product description shall be deemed agreed as the quality of the goods, but not other advertising, public promotions and statements by the manufacturer.
b) The customer is obliged to inspect the goods immediately and with due care for deviations in quality and quantity and to notify us in writing of any obvious defects within 7 days of receipt of the goods. This shall also apply to hidden defects discovered at a later date. In the event of a breach of the obligation to inspect and give notice of defects, the assertion of warranty claims shall be excluded.
c) In the event of defects, we shall, at our discretion, provide warranty by rectification of the defect or replacement delivery. If the rectification of the defect fails for a second time, the customer may, at his option, demand a reduction in price or withdraw from the contract. In the event of rectification of defects, we shall not be obliged to bear the increased costs incurred by transporting the goods to a place other than the place of performance, provided that such transport does not correspond to the intended use of the goods.
d) The warranty period shall be one year from delivery of the goods. The shortened warranty period shall not apply to culpable damage attributable to us arising from injury to life, limb or health and damage caused by gross negligence or intentionally or in the case of malice, as well as in the case of claims under a right of recourse pursuant to §§478,479 of the German Civil Code (BGB).
e) The contractual partner shall ensure that any rights of recourse against the carrier are safeguarded.
f) In the case of the sale of used goods, the warranty for material defects is excluded.
6.9 In all cases, the statutory provisions on the sale of consumer goods shall remain unaffected insofar as the purchaser acts as a consumer. (§§474 ff. of the German Civil Code (BGB)).
7.1 We shall be liable for a culpable breach of our material contractual obligations in accordance with the statutory provisions.
7.2 We shall be liable for damages - irrespective of the legal grounds - within the scope of culpability in the event of intent and gross negligence. In the event of ordinary negligence, we shall be liable, subject to statutory limitations of liability (e.g. care in own affairs; insignificant breach of duty), only
a) for damages resulting from injury to life, body or health,
b) for damages resulting from the breach of an essential contractual obligation (obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance with which the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to the compensation of the foreseeable, typically occurring damage.
7.3 Insofar as we are not guilty of gross negligence or intentional conduct, we shall, however, only be liable for the typical damage foreseeable at the time of conclusion of the contract; in particular, compensation for indirect damage (e.g. loss of profit) and consequential damage shall be excluded. The supplier's liability shall furthermore be limited to the value of the delivery.
7.4 Insofar as we give technical advice and recommendations - without special compensation - these are based on careful examination; however, any liability for this is excluded. The examination as to whether the goods ordered or suggested by us are suitable for the purpose intended by the customer shall be the sole responsibility of the customer.
7.5 The purchaser shall be obliged to carry out a test run prior to any quantity production of meat products. If the customer violates this obligation, liability shall be limited to the damage that would also have occurred, if a test run had been carried out.
7.6 The above limitations of liability shall also apply to third parties and in the event of breaches of duty by persons (also in their favor) for whose fault we are responsible in accordance with statutory provisions. They shall not apply insofar as a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the buyer under the Product Liability Act.
7.7 The buyer may only withdraw from or terminate the contract due to a breach of duty which does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the buyer (in particular according to §§650, 648 of the German Civil Code (BGB)) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
7.8 The contracting party shall be liable to the supplier for compliance with the customs regulations to be observed by it or its customers as well as for the procurement of and compliance with the necessary permits under public law. If approvals, in particular for customs and/or tax privileged delivery, are not granted or are withdrawn, the supplier shall be entitled to adjust the purchase price accordingly.
Both parties shall be entitled to extraordinary termination/rescission for good cause. Good cause shall be deemed to exist, in particular, in the event of repeated breach of not insignificant contractual obligations despite prior warning, default in payment, application for or initiation of insolvency proceedings against the respective other party or attachment of claims arising from this contract. Each contracting party undertakes to inform the other party without delay of any insolvency petition filed.
9.1 The place of performance for all obligations of both contracting parties shall be D-79865 Grafenhausen. The place of jurisdiction for all legal disputes in connection with this contract shall be D-79098 Freiburg/Br. In addition, the purchaser may - at our option - also be sued at his place of business.
9.2 Legally relevant declarations and notifications to be made by the contractual partner to the supplier after conclusion of the contract (e.g. setting of deadlines, notifications of defects, declaration of withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal formal requirements and further proof, in particular in case of doubts about the legitimacy of the person making the declaration, shall remain unaffected.
9.3 Individual agreements made with the contractual partner in individual cases (including ancillary agreements, amendments and supplements) with regard to orders placed, these Terms and Conditions and contracts concluded, shall in any case take precedence over these GTC. Subject to proof to the contrary, a written contract or written confirmation from us by a person authorized to represent us shall be authoritative for the content of such agreements.
9.4 References to the applicability of statutory provisions are for clarification purposes only. Insofar as these GTC do not contain any special provision, the provisions of German law shall apply. Neither commercial practice nor deviating customs shall take precedence over these provisions. Excluded from this, i.e. inapplicable, is the UN Convention on Contracts for the International Sale of Goods.
9.5 The language of the contract shall be German. If these GTC are communicated to the contractual partner in a language other than the language in which the contract is concluded (contract language), this shall only be done to facilitate understanding. In the event of differences in interpretation, the text drawn up in the language of the contract shall apply.
9.6 The invalidity of individual provisions of this contract shall not affect the validity of the remaining provisions and the continuance of the contract. The invalid provision shall be replaced by a provision which comes closest in its economic content to the invalid provision. The same shall apply in the event of a loophole.
Rühle GmbH, Beim Signauer Schachen 10, D-79865 Grafenhausen, Germany