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General Terms and Conditions of Sale Rimpex GmbH

 § 1 General
 (1) These General Terms and Conditions of Sale apply to all our business relations with our customers ("Buyer"). The General Terms and Conditions shall only apply if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a public special fund.
 
 (2) The GCS apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers (§§ 433, 651 BGB). Unless otherwise agreed, the GCS in the version valid at the time of the Buyer's order or in any case in the version last notified to him in text form shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case. 
 
(3) Our General Terms and Conditions shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the purchaser without reservation in full knowledge of the purchaser's general terms and conditions. 
 
(4) Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these General Terms and Conditions. Subject to proof to the contrary, the content of such agreements shall be governed by a written contract or our written confirmation.
 
(5) Legally relevant declarations and notifications to be made to us by the purchaser after conclusion of the contract (e.g. setting of deadlines, notifications of defects, declaration of withdrawal or reduction) must be made in writing in order to be effective. 
 
(6) References to the validity of statutory provisions have only clarifying meaning. Even without such clarification, the statutory provisions shall therefore apply insofar as they are not directly amended or expressly excluded in these GTC. 
 
 
§ 2 Conclusion of contract
 (1) Our offers are subject to confirmation and non-binding. This shall also apply if we have provided the Buyer with catalogues, other product descriptions or documents - also in electronic form. 
 (2) The order of the goods by the purchaser shall be deemed a binding contractual offer. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within fourteen days of its receipt by us. 
 
(3) Acceptance may be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the Buyer. 

 

§ 3 Delivery period and delay in delivery 
 (1) The delivery period shall be agreed individually or shall be given by us upon acceptance of the order. 
 (2) If we are unable to comply with binding delivery periods for reasons for which we are not responsible (non-availability of performance), we shall inform the Buyer without delay and at the same time will inform the Buyer of the expected new delivery period. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract completely or partly; a service already rendered in this sense shall be deemed to particularly include the delayed self-delivery by our supplier if we have concluded a congruent covering transaction, if neither we nor our supplier are at fault or if we are not obliged to attend to individual cases. 
 
(3) The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the purchaser is required. If we are in default of delivery, the buyer may demand lump-sum compensation for the damage caused by the delay. For each completed calendar week of delay, the lump-sum compensation shall amount to 0.5% of the net price (delivery value), yet in no case more than a total of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the buyer has suffered no damage at all or only a significantly lower damage than the aforementioned lump sum. 
 
(4) The purchaser's rights pursuant to § 8 of these GTC and our statutory rights, in particular in the event of exclusion of the obligation to perform (e.g. due to impossibility or unreasonability of performance and/or subsequent performance), shall remain unaffected.

 

§ 4 Delivery, passing of risk, acceptance, default of acceptance

 
 (1) Delivery begins from the warehouse, where the place of performance for the delivery and any subsequent performance shall also be. At the Buyer's request and expense, the goods shall be shipped to another destination (sale by delivery). Unless otherwise agreed, we shall be entitled to determine the type of dispatch (in particular transport company, dispatch route, packaging) ourselves. 

 (2) The risk of accidental loss and accidental deterioration of the goods shall pass to the purchaser at the latest during handover. In the case of sale by delivery to destination, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the buyer upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply mutually to an agreed acceptance. It is equivalent to the handover if the buyer is in default of acceptance. 
 
(3) If the buyer is in default of acceptance, if he fails to cooperate or if our delivery is delayed for other reasons for which the buyer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose we shall charge a lump-sum compensation of two hundred and fifty euros per calendar day, beginning with the delivery period or - in the absence of a delivery period - with the notification that the goods are ready for dispatch.
 
The proof of a higher damage and our statutory claims (in particular reimbursement of additional expenses, appropriate compensation, termination) shall remain unaffected; the lump sum shall be set off against further monetary claims. The purchaser is entitled to prove that we have incurred no damage at all or only a significantly lower damage than the aforementioned lump sum. 


§ 5 Prices and terms of payment
 (1) Unless otherwise agreed in individual cases, our prices valid at the time of conclusion of the contract shall apply, after having left the warehouse Prisdorf / Neumünster, plus statutory value-added tax.

 (2) In the case of sale by delivery to destination (§ 4 para. 1), the purchaser shall bear the transport costs from the warehouse and the costs of any transport insurance requested by the purchaser. Unless we invoice the actual transport costs incurred in the individual case, a flat-rate transport charge (excluding transport insurance) of three percent of the net value of the goods shall be deemed agreed.  Any customs duties, fees, taxes and other public charges shall be borne by the purchaser.
 
(3) The purchase price is due and payable within seven days of invoicing and delivery or acceptance of the goods, unless advance payment has been agreed. We declare a corresponding reservation at the latest with the order confirmation.
 
(4) The Buyer shall be in default upon expiry of the above payment period. The purchase price shall be subject to interest at the statutory default interest rate applicable from time to time during the period of default.  We reserve the right to assert further claims for damages caused by default.  Our claim against merchants for commercial interest on arrears (§ 353 HGB) remains unaffected.
 
(5) The purchaser shall only be entitled to set-off or retention rights to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the Buyer's counter rights shall remain unaffected, in particular pursuant to § 7 para. 2 of these General Terms and Conditions of Sale. 
 
(6) If it becomes apparent after conclusion of the contract (e.g. by application for opening of insolvency proceedings) that our claim to the purchase price is endangered due to the Buyer's inability to pay, we shall be entitled in accordance with the statutory provisions to refuse performance and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB); the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

 

§ 6 Retention of title

 

(1) Until full payment of all our current and future claims from the purchase contract and an ongoing business relationship (secured claims), we reserve title to the sold goods. 

(2) The goods subject to retention of title may neither be pledged to third parties nor transferred by way of security prior to full payment of the secured claims. The purchaser must notify us immediately in writing if an application is made to open insolvency proceedings or if the goods belonging to us are seized by third parties (e.g. seizures).

(3) In the event of breach of contract by the purchaser, particularly non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and be able to demand the return of the goods on the basis of retention of title and withdrawal from the contract. If the buyer does not pay the due purchase price, we may only assert these rights if we have previously set a deadline of three calendar days for payment to no service or such setting of a deadline is dispensable under the statutory provisions.

(4) Until revoked according to (a) below, the purchaser is entitled to resell the goods subject to retention of title in the ordinary course of business. In this case, the following provisions will apply in addition. a) The purchaser remains authorised to collect the claim in addition to us. We attempt to not collect the claim as long as the purchaser meets his payment obligations towards us, there is no defect in his ability to pay and we do not assert the retention of title by exercising a right in accordance with paragraph 3.If this is the case, however, we may demand that the purchaser informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case we shall also be entitled to cancel the purchaser's authority to further sell and process the goods subject to retention of title. b) If the realisable value of the securities exceeds our claims by more than 10 %, we shall release securities of our choice at the purchaser's request.

 

 

§7 Warranty claims of the buyer

 

(1) The statutory provisions shall apply to the purchaser's rights in the event of material defects and defects of title (including incorrect and short delivery), unless otherwise specified below. In all cases, the statutory special provisions shall remain unaffected upon final delivery of the goods to a consumer (supplier recourse pursuant to §§ 478, 479 BGB). 

(2) The basis of our liability for defects is above all the agreement reached on the quality of the goods. The product descriptions designated as such (including those of the manufacturer), which were provided to the buyer prior to his order or included in the contract in the same way as these GCS, shall be deemed an agreement on the quality of the goods.

(3) Therefore as the quality has not been agreed, it shall be assessed according to the statutory provisions whether a defect exists or not (§ 434 Para. 1 S. 2 and 3 BGB). However, we accept no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).

(4) The Buyer's claims based on defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB). If a defect becomes apparent during the inspection or later, we must be notified of this immediately in writing. The notification shall be deemed immediate if it is made within two weeks, whereby the timely dispatch of the notification shall suffice to comply with the deadline. Irrespective of this obligation to examine and give notice of defects, the buyer must notify us in writing of obvious defects (including incorrect and short delivery) within two weeks of delivery, whereby here too the timely dispatch of the notification is sufficient to meet the deadline. If the purchaser fails to properly inspect the goods and/or to notify us of any defects, our liability for the defect not notified shall be excluded. 

(5) If the delivered item is defective, the buyer may, at his discretion, first remedy the defect (repair) or deliver a defect-free item (replacement delivery) and I will ask for it. If the buyer does not declare which of the two rights he chooses, we can set him a reasonable deadline for this. If the purchaser does not make the choice within the period, the right to choose shall pass to us upon expiry of the period.

(6) 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 reasonable part of the purchase price in proportion to the defect.

(7) The purchaser shall give us the time and opportunity required for the owed subsequent performance, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the purchaser must return the defective item to us in accordance with the statutory provisions. Subsequent performance does not include the removal of the defective item or its reinstallation if we were not originally obliged to install it.

(8) We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs (not: dismantling and installation costs), if a defect actually exists. Otherwise, we shall be entitled to demand reimbursement from the buyer for the costs incurred as a result of the unjustified demand to remedy the defect (in particular testing and transport costs), unless the buyer was not able to recognise the lack of defectiveness.

(9) If the supplementary performance has failed or a reasonable period to be set by the purchaser for the supplementary performance has expired without success or is dispensable according to the statutory provisions, the purchaser may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.(10) Claims of the purchaser for damages or reimbursement of futile expenses shall only exist in accordance with § 8 even in the case of defects and shall otherwise be excluded.

(10) Claims of the purchaser for damages or reimbursement of pointless expenses shall only exist in accordance with § 8 even in the case of defects and shall otherwise be excluded. 

 
 
§ 8 Other liability 
 (1) As long as nothing to the contrary arises from these GCS including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

 (2) We shall be liable for damages - for whatever legal reason - within the framework of fault liability in cases of intent and gross negligence.  In the case of simple negligence we shall be liable, subject to a milder standard of liability in accordance with statutory provisions (e.g. for care in our own affairs), only in the following cases 
 a) for damages resulting from injury to life, body or health,
 b) for damages arising from the not inconsiderable breach of an essential contractual obligation (obligation of fulfilment, which is essential for the proper performance of the contract and the observance of which the contractual partner regularly relies on and may rely on); In this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
 
(3) The limitations of liability resulting from paragraph 2 shall also apply in the event of breaches of duty by or for the benefit of persons whose fault we are responsible for in accordance with statutory provisions.  They shall not apply if we deceitfully conceal a defect or if we provide a guarantee for the quality of the goods and for claims of the buyer under the Product Liability Act.

(4) Due to a breach of duty which does not consist in a defect, the purchaser may only withdraw or terminate the contract if we are responsible for the breach of duty.  A free right of termination of the buyer (especially according to §§ 651, 649 BGB) is excluded. Otherwise, the statutory requirements and legal consequences shall apply. 
 
 
§ 9 Embargoes, Sanctions and Force Majeure 
 Irrespective of other rights, we shall be entitled to withdraw from contracts if the execution of the contracts is opposed by embargoes and sanctions imposed by state and/or international regulations of foreign trade law. 
 We shall also be entitled to withdraw from the contract if we are unable to deliver for reasons of Force Majeure
 
 § 10 Data protection
 Due to the obligations under the Federal Data Protection Act, we would like to point out that data on customers and business transactions within the company are processed centrally and in a computer centre for our own purposes. This is done in accordance with the Federal Data Protection Act and the Telemedia Act. 

 

§ 11 Partial invalidity  


 (1) Should a provision in these Terms and Conditions of Sale or a provision in another agreement be or become invalid, this shall not affect the validity of all other provisions or agreements. 


 (2) In the event of a contradiction between the German version and a version in another language, the German version shall prevail. 
 
 
§ 12 Statute of Limitations  


 (1) Nonetheless § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. If acceptance has been agreed, the limitation period shall begin upon acceptance. 

 (2) If the goods are a building or an object which has been used for a building in accordance with its usual use and has caused its defectiveness (building material), the period of limitation shall be 5 years from delivery in accordance with the statutory regulation (§ 438 para. 1 no. 2 BGB). This shall also not affect any other special statutory provisions on limitation (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 479 BGB).
 
(3) The before mentioned limitation periods of the sales law also apply to contractual and non-contractual claims for damages of the buyer which are based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages of the buyer according to § 8 Abs. 2 Sentences 1 and 2 a) as well as the Product Liability Act shall, however, become statute-barred exclusively in accordance with the statutory limitation periods. 
 
 § 13 Choice of law and place of jurisdiction  


 (1) The law of the Federal Republic of Germany shall apply to these General Terms and Conditions of Sale and the contractual relationship between us and the buyer to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods. 


 (2) If the buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the responsible court our place of business in Padenstedt. The same applies if the purchaser is an entrepreneur within the meaning of § 14 BGB (German Civil Code). In all cases, however, we are also entitled to take legal action at the place of performance of the delivery obligation in accordance with these GTC or a prior individual agreement or at the general place of jurisdiction of the purchaser.  Prior statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected. 
 
 § 14 basics  


 For all business matters between Rimpex and it's contractual partners, such as in the areas of purchasing, sales and services, German law applies and the place of jurisdiction in Kiel is as agreed. This agreement always has priority and automatically overrules any other regulations of our contractual partners. 

 
Status 24.03.2020, Rimpex H
andels GmbH, Am Schäperkamp 6, 24634 Padenstedt, Germany