The following conditions are valid for all current and future quotations given by us and orders concluded with our company. The customer’s general terms of business are not recognised in their entirety.
The following terms and conditions of trade shall apply for all present and future offers made by this company and to contracts which are concluded by this company. The General Terms and Conditions of Trade of the Customer shall in their entirety not be recognised.
2.1 A contract shall first come into existence when we confirm the order in writing or following a delivery. The content of the agreement and extent of the performance shall be determined by our confirmation. Any alterations or additions to the agreement must be confirmed in writing.
2.2 We reserve the right to make changes with regard to illustrations, drawings, weight and measurement specifications in our brochures, price lists, catalogues and in our offer, in as far as the substance of the delivery shall not thereby be significantly altered or the quality improved and the alterations are acceptable for the customer.
3.1 All prices shall be ex works, excluding packaging, freight, insurance and value added tax.
3.2 Unless otherwise specifically agreed, payment shall be due within 30 days of invoicing. The due date will be printed on the invoice. A cash discount of 2 % is allowed for settlement within 10 days of the date of invoice.
3.3 In the event that a customer falls into arrears with instalment payments, or if, due to the economic circumstances of the customer, we come to the conclusion that our interests are endangered, we shall then have the right to demand complete payment of an outstanding debt immediately. We shall furthermore be entitled to make the handling of all orders from the customer dependent upon payment in advance or a security provision.
3.4 In the case of delay, we are entitled to a rate of interest at 3 % above the 1 month EURIBOR (European Interbank Offered Rate). Further damages for delay shall not be excluded.
3.5 Only uncontested claims or claims which have become res judicate may be brought by the customer against our claims.
4.1 Delivery dates shall depend upon the individual agreements. A delivery date shall be taken to be fulfilled when the goods of the delivery have been dispatched or when the readiness of the goods for dispatch has been declared.
4.2 In the event that we are unable to meet a delivery date for reasons which are beyond our control (such as break downs, strikes, lock-outs, disturbances in energy supply, delays in the delivery of important raw and base material, etc.), we shall inform the customer without delay. In such a case, if it cannot be foreseen in the circumstances that the delivery will be able to be carried out within a reasonable period, at the latest within four months, both parties shall have the right to withdraw from the contract. The same shall be the case when the reasons for the delay are still in existence four months after the customer has been informed by us. In the event that the reasons for the delay were already recognisable by us at the time the contract was entered into, we shall not be entitled to withdraw from it.
4.3 All deliveries shall be ex works or supply depot. The risk of accidental loss and of accidental damage to the goods delivered shall pass to the customer as soon as the goods have been dispatched or their readiness for dispatch has been notified. This shall be the case, whether or not the dispatch takes place from the place of performance and regardless of who bears the costs of carriage.
4.4 Part deliveries shall be allowed.
5.1 Goods sold by us shall remain our property until the complete performance of all the customer’s obligations in the total business relationship.
5.2 The customer shall be under an obligation to separately store and mark goods remaining under out title. The customer shall bear the cost of insuring goods remaining our property against fire, water damage, burglary and theft. The insurance policy thefore shall be shown to us upon request. The customer hereby assigns any future claims under the insurance policy to us.
5.3 The customer shall inform us immediately if the goods are seized by a third party. The customer shall bear all costs for the discharging of such a seizure and for expenses incurred for the eplacement of goods delivered by us.
5.4 The customer shall be entitled to transfer the goods in regular business dealings as long as he is not in default. The customer shall not be allowed to pledge the goods or transfer owenership of the goods by way of security. The customer hereby assigns full insurance coverage to us for all claims arising from the resale or any other legal reason (insurance, unauthorised dealings) of the goods subject to retention of title. We shall give the customer revocable authorisation to collect claims assigned to us for our account in the name of the customer. The customer shall, at our request, disclose the assignment and pass on to us all necessary information and documents regarding the debt collection.
5.5 In the event that the customer carries out acts which are in breach of contract, particularly in the case of late payment, we shall have the right to demand the return of the goods subject ot retention of title at the customer’s costs, without withdrawing from the contract.
5.6 We shall release the securities held by us under the provisions set out above in so far as the value of the securities exceed the claims to be secured by more than 20 %.
5.7 In the case that the law of the country in which the article is delivered does not recognise retention of title or only in a limited form, then we shall be entitled to reserve other rights to the delivered articles. The customer shall be under an obligation to take part with the measures (e. g. registration) necessary for the realisation of the retention of the title, or the other rights in place of the retention of title, and to protect these rights.
6.1 In the event that our products should be defective we shall be under an obligation to remedy the defects. The warranty obligation shall be according to the law with the provision that the customer may only demand subsequent rectification of the defect in the first place. We shall, at our own decision, either replace defective parts or repair them. As long as we fulfil our obligation concerning rectification, the customer shall have no rights to demand a reduction in price or cancellation of the contract. Should rectification not be carried out in a reasonable time, the warranty rights of the customer accourding to law shall become applicable.
6.2 In case of justified complaints we shall be under an obligation to bear the costs of labour and material involved to rectify the defects as far as these costs are not increased by sending the parts in question to a location other than the place of performance. Should, in the cause of repair work, parts owned by the customer but delivered by us be replaced, we shall acquire tiltle to the replaced parts. In the case of a defect being due to a defect of another maker´s product, we shall be entitled to assign our warranty rights against our supplier to the customer. In such a case claims shall only be made under the above provisions against us once the customer has exercised the assigned rights against the supplier before the courts. The warranty shall run for twelve months or for a maximum of 2000 operating hours and shall apply to defective non expendable parts. The warranty shall begin from the date of the passing of risk under clause 4.3. The warranty shall not apply to expendable parts. In the case of a warranty claim, the customer has to prove that the defect was not caused by incorrect operation and that the regular service intervals by the Rühle-Service were adhered to.
6.3 The warranty with respect to material defects shall not apply to the sale of second-hand goods. In this case, any liability is excluded.
7.1 We shall be liable according to the law for any negligent breach of essential contractual duties. In as far as we are burdened with neither gross negligence nor wilful acts, we shall only be liable for foreseeable damage.
7.2 In all other cases, we shall be liable if the damage has been caused by the gross or wilful negligence of one of our statutory representatives or by one of our managing employees. Apart from such cases, claims for damage against us due to impossibility of performance, positive violation of contractual duties, breach of duties at the time of contracting including any claims on the basis of the application of these general terms and conditions, claims due to a breach of contractual duties (informatin, biriefing, etc.), claims due to delay or claims in tort as well as claims on any other legal basis, shall be excluded.
7.3 In so far as we provide technical suggestion s and recommendations, without receiving extra payment therefore, these shall be based on careful examination, liability thereto shall nevertheless be excluded. The examination of whether goods delivered or suggested by us are suitable for the customer’s purposes shall be incumbent solely upon the customer.
7.4 Prior to each large production run of meat products, the customer shall be obliged to carry out a trial run. If the customer breaches this obligation, liability shall be restricted to the loss which would have been incurred if the trial had been run accordingly.
8.1 The place of performance for all obligations on the part of both contractual parties is D-79865 Grafenhausen.
8.2 The place of jurisdiction for all legal disputes in connection with this contract shall be D-79098 Freiburg. Court proceedings may also be brought against the customer, at our discretion, at the customer’s place of jurisdiction.
8.3 This contract shall be subject to German law. The United Nations Convention on the International Sale of Goods (CISG) shall not apply.
8.4 If any terms of this Agreement become void, then this shall not affect the validity of all other terms, provisions and conditions. The invalid term shall be replaced by a legally void arrangement which comes as close as possible to the commercial meaning and purpose of the void provision. The same shall apply in the case of an omission.
Rühle GmbH Lebensmitteltechnik, D-79865 Grafenhausen