I. Elements of the contract
- The general terms and conditions of business set out here shall become an integral part of the contract. Any general terms and conditions or other agreements deviating from these shall only be valid if this has been explicitly agreed in writing.
- Our general terms and conditions shall also apply to future contracts.
- Any objection by our contractual partner to this on an order confirmation, order, etc. shall be invalid.
- Verbal subsidiary agreements or other agreements which are intended to amend the contract or these terms and conditions must be documented in writing.
II. Conclusion of the contract
- If an order is placed, the customer is bound to this offer for four weeks. Acceptance of the contract offer by Rädlinger Maschinen- und Stahlbau occurs either through written confirmation or conclusively through execution of the delivery. Contract offers made by Rädlinger Maschinen- und Stahlbau are subject to change. This also applies to cost estimates.
III. Retention of title
- Rädlinger Maschinen- und Stahlbau GmbH delivers under retention of title. This means that the transfer of ownership in the sense of § 455 BGB [German Civil Code] takes place under the condition precedent of complete payment of the price and that Rädlinger Maschinen- und Stahlbau GmbH is entitled to withdraw from the contract if the contractual partner is in default of payment.
- Should a transfer of ownership nevertheless take place due to other legal regulations (e.g., through processing, combination, mixing), Rädlinger Maschinen- und Stahlbau GmbH shall receive a co-ownership share in the delivered or sold item as security until full payment has been made.
- Removal of the sold or delivered items from the business premises of our contractual partner is explicitly prohibited. This also applies to other dispositions such as transfer by way of security, assignment or pledging. Should our contractual partner be subject to seizure or similar dispositions by third parties with regard to the aforementioned items, it shall be obliged to notify Rädlinger Maschinen- und Stahlbau GmbH thereof in writing without delay. In order to be able to safeguard the rights arising from the reservation of title or the rights that have taken its place, employees of Rädlinger Maschinen- und Stahlbau GmbH are authorised to enter the business premises of the orderer.
IV. Payment modalities
- Unless otherwise agreed, payment must be made within 8 days of the invoice date, strictly net and without deductions.
- All payments shall be made in EUROs free of charges and fees.
- If the payment date is exceeded, we shall be entitled to charge interest at a rate of 4% above the respective discount rate of the Deutsche Bundesbank.
- We reserve the right to refuse cheques or bills of exchange. Cheques and rediscountable bills of exchange are only accepted on account of performance. All associated costs shall be borne by the customer. Payments shall be deemed to have been made only upon unconditional credit to one of our accounts.
- All payments shall always be credited first to interest and costs and then to claims, irrespective of other dispositions by the customer. In the event of the existence of several claims, the crediting shall be effected in accordance with the provisions of § 366 para. 2 BGB.
- In the event of default in payment, dishonour of cheques or bills of exchange, suspension of payment, initiation of bankruptcy consolidation proceedings, non-compliance with the terms of payment and in the event of circumstances which are likely to reduce the creditworthiness of the customer, all our claims – even in the event of a deferment – shall become due immediately. In addition, we are entitled to make outstanding deliveries only against advance cash payment, to withdraw from the contract after setting a reasonable period of grace or to claim damages for non-performance.
V. Prohibition of set-off
- It is agreed that offsetting is prohibited. In this respect, the customer has the option of offsetting with their own claims, provided that these are supported by a legally binding title. This applies analogously to the exercise of rights of retention and the defence of non-performance of the contract.
VI. Assumption of risk and transport
- If the orderer explicitly requests transport insurance, such insurance shall be taken out by Rädlinger Maschinen- und Stahlbau, but at the expense of the orderer. The same applies to transport orders requested by the orderer. Transport, insurance and packaging are not considered contractually owed.
- Accordingly, the risk of accidental loss or accidental deterioration of the subject matter of the contract shall pass to the customer upon its dispatch. This transfer of risk shall take place irrespective of whether
- transport services or assembly services have been taken over by Rädlinger Maschinen- und Stahlbau GmbH or
- only partial services were delivered.
- Rädlinger Maschinen- und Stahlbau is entitled to partial services, insofar as they are not demonstrably of no interest to the orderer. If the orderer is in default of acceptance or if dispatch cannot take place for other reasons because the orderer is responsible for impediments, the transfer of risk already takes place when the orderer is informed of this.
- The costs of the return transport of packaging material shall be borne by the orderer.
- Rädlinger Maschinen- und Stahlbau GmbH explicitly reserves the right to withdraw from the delivery if there are obstacles due to national or international regulations of foreign trade law as well as embargos and/or other sanctions. In this case, the customer cannot assert a claim for damages.
- Export control:
The customer shall strictly observe the export regulations relevant for the goods, documentation and other data, in particular those of the EU, the Federal Republic of Germany, as well as the export control law of the USA.
VII. Plans and documents; Cooperation of the orderer
- If the orderer is required to submit plans, documents, drawings, etc., this must be done in good time. Should the cooperation of the orderer be deficient, any liability for disadvantages resulting therefrom on the part of Rädlinger Maschinen- und Stahlbau GmbH is excluded. The orderer is solely responsible for ensuring that any necessary building permits are available in good time. Furthermore, the customer must ensure the timely provision of electricity. They shall be responsible for securing the construction site. All acts of cooperation by the orderer shall be their own responsibility and shall be at their own expense. If the orderer does not or not sufficiently fulfil their obligations to cooperate, they shall be liable for all resulting damages and shall furthermore indemnify Rädlinger Maschinen- und Stahlbau GmbH against claims by third parties or claims by authorities.
Other delays in the assembly work for Rädlinger Maschinen- und Stahlbau GmbH, for which the latter is not responsible, trigger claims for damages and reimbursement of costs, which the orderer must bear. Possible recourse claims against third parties on the part of the orderer remain unaffected. Such a delay shall also be deemed to have occurred if systems are not accepted after installation has been completed or if commissioning cannot take place.
Official approvals of any kind required for the execution of the contract must be obtained in good time and in full. Unhindered access to the installation site must be ensured, if necessary, also with large vehicles (lorries, low loaders, mobile cranes etc.). The access road must be designed in such a way that no damage to third parties is possible through its use, even with such large vehicles. Should such damage nevertheless occur, Rädlinger Maschinen- und Stahlbau GmbH shall be exempted from this by the customer. Possible existing pipes are to be precisely indicated by the customer in good time. Rainwater downpipes will not be connected by Rädlinger Maschinen- und Stahlbau GmbH to existing sewers or septic tanks, nor will the evenness of the foundations provided by the customer be produced.
- Insofar as Rädlinger Maschinen- und Stahlbau GmbH submits plans, documents, drawings, these are to be treated confidentially. This applies analogously to business secrets that have become known to the orderer.
- The operating instructions of the manufacturers of the equipment used are to be observed by the orderer.
- The prices are ex works, net (without value added tax).
- The agreed price is binding. A price adjustment by Rädlinger Maschinen- und Stahlbau GmbH may only be made if the agreed delivery date is more than one year after conclusion of the contract. The price adjustment must be reasonable within the meaning of § 315 para. 1 BGB. In the event of a reasonable price adjustment of more than 20%, the customer may withdraw from the contract.
IX. Liability and warranty
- The warranty period is 12 months after delivery or 1500 operating hours, whichever comes first, excluding all parts subject to wear and tear.
- The warranty obligation of Rädlinger Maschinen- und Stahlbau is limited to rectification. This takes place at the premises of Rädlinger Maschinen- und Stahlbau GmbH, so that the objects to be improved are to be sent to them at the expense of the customer. The obligation to rectify does not exist as long as the orderer does not make due payments. As long as Rädlinger Maschinen- und Stahlbau GmbH is not in default with regard to its obligation to rectify defects, further warranty rights are excluded. This does not apply if the rectification of defects is not possible or the orderer cannot be expected to accept it without doubt. The burden of proof for this lies with the customer.
- The orderer's own attempts to remedy the defect shall entail the loss of all warranty rights, unless it can be proven that such attempts were harmless. The burden of proof for this shall be borne by the customer.
- In order to safeguard their rights, the customer must carefully inspect the goods for defects without culpable hesitation after receipt. Defects discovered in the course of such inspection must be notified in writing without delay. This notification must unequivocally state the defects found. Defects that can only be detected and identified at a later date must also be reported immediately after they have been identified.
- Insofar as liability on the part of Rädlinger Maschinen- und Stahlbau arises despite the following restrictions, this is limited to the foreseeable damage in the sense of an adequate course of events.
- Insofar as the assembly personnel of Rädlinger Maschinen- und Stahlbau GmbH cause damage, liability is only accepted in the case of intent and gross negligence. No liability is accepted for consequential damage and loss of profit.
- As a matter of principle, no liability shall be assumed for consequential damage caused by a defect. This does not apply insofar as this is based on intent or gross negligence or on assurances which precisely included the non-occurrence of these consequential damages.
- Any claims of the orderer for compensation of damages, irrespective of the legal grounds, which are not based on gross negligence (intent/gross negligence) on the part of the company, are excluded, insofar as the damages are not based on a breach of contractual obligations, the fulfilment of which makes the proper execution of the contract possible in the first place.
- If the customer asserts a claim for damages for non-performance against Rädlinger Maschinen- und Stahlbau GmbH due to a default in performance and if this is not based on gross negligence (intent/gross negligence), this claim for damages for non-performance shall be limited in amount to a maximum of 10/5 of the contract price over and above the limitations of liability in points 1 to 7. A default in performance shall be deemed to exist if obstacles arise in the performance of the contractual relationship which impede or preclude the proper performance of contractual obligations, or if damage is caused to one contractual party by the other.
- All limitations of liability also apply to claims of the customer against Rädlinger Maschinen- und Stahlbau GmbH for compensation for damage caused by delay, insofar as this is not based on gross negligence.
- Any liability of Rädlinger Maschinen- und Stahlbau GmbH for its independent vicarious agents (§278 BGB), irrespective of the legal grounds, is excluded, insofar as no contractual obligations were violated through gross negligence (intent/gross negligence) of the independent vicarious agent, the fulfilment of which makes the proper execution of the contract possible in the first place. The company shall not be liable for independent vicarious agents of the company who were named by the orderer and on whose selection the company had no influence, even if essential contractual obligations were violated through gross negligence (intent/gross negligence) of the independent vicarious agent. In no case shall the liability of the company for its own fault apply as it results from consideration of the limitations of liability in points 3, 5, 6 and 9.