General Terms and Conditions of REICH Thermoprozesstechnik GmbH (as at: 15.07.2015)
Section 1 General – Scope of application
(1)The following terms and conditions apply to all concluded and future contracts and terms and conditions of the company REICH Thermoprozesstechnik GmbH (hereinafter referred to as REICH).
(2)All agreements must be recorded in writing in this contract.
(3)These terms and conditions shall apply without restriction to all business relationships with ordering parties who are not consumers. They shall apply to contracts with consumers to a limited extent – insofar as this is statutorily permitted.
Section 2 Conclusion of the contract
(1)All offers by REICH are always non-binding. A duty to delivery only arises after a correct order confirmation has been sent. Agreements made verbally or by telephone only become valid through a written order confirmation, unless the order is immediately accepted and executed by REICH. The terms and conditions specified here also apply in this case.
(2)Insofar as the delivery of series parts is object of the delivery agreement, if tools are provided by the ordering party after prior announcement, REICH is also charged with performing sensible maintenance measures to the tools for and on the account of the ordering party at the usual hourly rates.
Section 3 Prices
(1)All stated prices are net. The respective, currently applicable value-added tax and the costs for packaging, transport and any insurance premiums shall be added and charged to the ordering party separately on the invoice.
(2)For contracts with a delivery period of more than four months, REICH reserves the right to adjust the prices corresponding to the cost increases arising due to collective bargaining agreements or increases in the price of materials. If the increase is more than 7.5 % of the agreed price, the ordering party shall have the right of withdrawal.
Section 4 Delivery time
(1)A delivery period agreed in writing is met if the contractual object has left the REICH works before its deadline or if readiness for shipping has been announced.
(2)The delivery period shall be extended reasonably in the event of labour disputes, notably strikes and lockouts, as well as in the case of unforeseen hindrances that are outside REICH's area of influence. This shall also apply if these circumstances occur for REICH's sub-contractors. In these cases, the ordering party shall be notified immediately.
(3)REICH reserves the right to make partial deliveries, insofar as this is reasonable for the ordering party.
(4)If the ordering part incurs losses due to a delay, for which REICH is responsible, it reserves the right to demand compensation. This shall total max. 5 % of the value of the part of the late delivery, insofar as the ordering party cannot demonstrate greater losses.
Section 5 Transfer of risk
(1) Risk shall transfer to the ordering party upon shipment of the contractual object or on the date of notification of readiness for shipping. This shall also apply to carriage-paid and insured shipments.
(2) Upon express request from the ordering party, and at its costs, REICH shall insure the shipment against theft, breakage, transport, fire and water damage.
Section 6 Payment
(1) Unless agreed otherwise, payment without deduction shall be within 10 calendar days of the invoice date. This shall also apply to prepayments and part payments.
(2) Offsetting is only permitted insofar as the counter claim is acknowledged in writing by REICH or has been legally upheld. This shall also apply to the right of retention due to claimed defects to the contractual object.
Section 7 Retention of title
(1)REICH shall retain ownership of the contractual object until receipt of all payments from the delivery contract. The contractual object may neither be pledged nor used as collateral before full payment.
(2)Insofar as the ordering party sells the contractual object within the framework of an ordinary business transaction, either as a whole is in a processed form, it herewith assigns its claim to the purchase price to REICH at the amount corresponding to REICH's claim. REICH herewith accepts this assignment.
Section 8 Defects and liability
(1)For defects, for which REICH is responsible, it reserves the right either to correct the contractual object either by repair or replacement. Of the direct costs incurred for this, REICH shall only bear the costs for the replacement and shipping.
(2)The ordering party shall bear the risk for inaccurate and unclear specification of the service order in respect of the precise dimensions and qualitative design of the contractual object. REICH shall only be liable in any case insofar as the might not have been understood as REICH carried out with the order.
(3)Insofar as incorrect changes or processing or repair work are carried out to the contractual object according to the current and general state of technology without the knowledge of REICH, REICH's liability shall lapse.
(4)Other claims by the ordering party, notably an claim for compensation for damages not suffered by the contractual object itself, are excluded. This exclusion of liability expressly does not apply in the event of malice, gross negligence and culpable breach of significant contractual duties.
(5)Insofar as the work and services are partly or fully impossible for REICH or if the entire provision of the work and services is not reasonable, both parties reserve the right to withdraw from the contract. In the case of partial delivery, the ordering party can reduce the payment correspondingly. Rejection of the part delivery is only possible if the ordering party proves that it has a justified interest in this and this it is unreasonable. Further claims by the ordering party, notably for compensation instead of performance, are excluded.
(6)Insofar as there is no damage from injury to life, limb or health, REICH's liability is restricted or excluded as follows:
Fundamentally, REICH is liable for any malicious breach of significant contractual duties. Outside these duties (also pre-contractual), REICH is only liable for gross negligence.
The amount of the liability is restricted to the replacement of damages typically foreseeable. However, this restriction expressly does not apply in the case of gross negligence.
(7)Irrespective of all duties of notification and complaint, warranty claims against REICH shall lapse one year after delivery of the contractual object at the latest.
(8)The ordering party can withdraw from the contract if all the work and services ultimately become impossible for REICH. In the case of partial impossibility, the ordering party can only withdraw from the contract if it demonstrates that it has a justified interest in rejecting a partial delivery and this is not reasonable for it. If this is not the case, the ordering party can reduce the counter payment correspondingly.
(9)The ordering party also has a right of withdrawal if REICH culpably allows a reasonable additional deadline for repair or replacement to pass or if the repair or replacement fails several times.
(10) All other additional claims by the ordering party are excluded, in particular for termination or reduction, as well as for replacement of the damage of any kind, also for damage not suffered by the delivered object itself. This exclusion of liability does not apply in the event of malice, gross negligence and culpable breach of significant contractual duties. In the latter case, REICH is only liable for reasonably foreseeable damage typical for the contract.
Section 9 Place of jurisdiction – place of performance
(1)If the ordering party is not a consumer as defined in s. 13 German Civil Code (Bundesgesetzbuch - BGB), REICH's place of business shall apply both as place of performance and place of jurisdiction; however REICH reserves the right to sue the ordering party at its place of domicile. Irrespective of the contractual partner's place of domicile, German law shall apply exclusively between the contractual parties to the exclusion of the UN Convention of the International Sale of Goods. This shall also apply to the interpretation of these terms and conditions.
(2)If individual provisions of these terms and conditions, or parts therefore, are invalid, this shall not affect the validity of the remaining terms and conditions.