Section 1 Validity
(1) All deliveries, services and offers by Ritec Rohr-Inspektionstechnik GmbH (hereinafter the "Seller") are based exclusively on these General Terms and Conditions of Delivery. These are part of all contracts that the Seller concludes with their contractual partners (hereinafter also referred to as the "Client") for the deliveries or services offered by them. They also apply to all future deliveries, services or offers to the Client, even if they are not separately agreed again.
(2) Terms and conditions of the Client or third parties do not apply, even if the Seller does not separately object to their validity in individual cases. Even if the Seller refers to a letter that contains or refers to the terms and conditions of the Client or a third party, this does not constitute consent to the validity of those terms and conditions.
(3) These general terms and conditions apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310, Paragraph 1 of the German Civil Code.
(4) These general terms and conditions are supplemented by the license conditions of the Seller's proprietary software, which has also been provided, insofar as the software was also purchased from the Seller. In the event that Seller's proprietary license conditions conflict with these GTC, the Seller's proprietary license conditions shall prevail over these GTC.
Section 2 Offer and conclusion of contract
(1) All offers of the Seller are to be accepted within the acceptance period specified in the respective offer. The Seller can accept orders or commissions within 14 days of receipt.
(2) The sales contract concluded in writing, including these General Terms and Conditions of Delivery, is solely authoritative for the legal relationship between the Seller and the Client. This contract fully reflects all agreements between the contracting parties on the subject matter of the contract. Verbal promises made by the Seller before the conclusion of this contract are not legally binding and verbal agreements between the contracting parties shall be replaced by the written contract unless they expressly state that they continue to be binding.
(3) Additions and amendments to the agreements made, including these General Terms and Conditions of Delivery, must be made in writing to be effective. With the exception of managing directors or authorized signatories, the Seller's employees are not entitled to make verbal agreements that deviate from the written agreement. Telecommunications transmission, in particular by fax or e-mail, is sufficient to comply with the written form, provided that the copy of the signed declaration is transmitted.
(4) Information from the Seller on the subject of the delivery or service (e.g. weights, payloads for vehicle superstructures, dimensions, utility values, load-bearing capacities, tolerances and technical data) and our representations of the same (e.g. drawings and illustrations) are only approximately decisive, unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or distinctive features of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations or that represent technical improvements, as well as the replacement of components with equivalent parts are permissible, provided they do not impair the usability for the contractually intended purpose.
(5) The Seller shall retain ownership or copyright to all offers and cost estimates submitted by them as well as drawings, assembly instructions, repair instructions, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids made available to the Client. Without the express consent of the Seller, the Client may not make these items accessible to third parties, disclose them, use them themselves or have them used by third parties or reproduce them. At the request of the Seller, the Client must return these items in full to the Seller and destroy any copies that may have been made if they are no longer required by them in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. An exception to this is the storage of data made available electronically for the purpose of usual data backup.
Section 3 Prices and Payment
(1) The prices apply to the scope of services and deliveries listed in the order confirmations. Additional or special services as well as updates, upgrades and training courses will be charged separately. Costs for packaging, any on-site assembly plus additional costs, customs duties for export deliveries, fees and other public charges will also be charged separately. The prices are in EUR from the distribution center or place of business plus statutory VAT.
(2) Insofar as the agreed prices are based on the Seller's list prices and delivery is to take place more than four months after the conclusion of the contract, the Seller's list prices valid at the time of delivery shall apply (in each case minus an agreed percentage or fixed discount).
(3) Invoice amounts are to be paid within 14 days without any deduction, unless otherwise agreed in writing. Receipt by the Seller is decisive for the date of payment. Payment by check is excluded unless agreed separately in individual cases. If the Client does not pay by the due date, the outstanding amounts shall bear interest from the due date at a rate of 5% p.a.; the right to claim higher interest and further damages in the event of default remains unaffected.
(4) Offsetting against counterclaims by the Client or withholding payments due to such claims is only permitted if the counterclaims are undisputed or have been legally established or result from the same order under which the delivery in question was made.
(5) The Seller shall be entitled to perform or render outstanding deliveries or services only against advance payment or provision of security if, after the conclusion of the contract, they become aware of circumstances which are likely to substantially reduce the creditworthiness of the Client and as a result of which the payment of the Seller's outstanding claims by the Client under the respective contractual relationship (including under other individual orders to which the same framework agreement applies) is jeopardized.
Section 4 Delivery and delivery time
(1) Deliveries are made from the distribution warehouse or place of business.
(2) Periods and dates for deliveries and services promised by the Seller are always only approximate, unless a fixed period or a fixed date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the freight forwarder, carrier or other third party commissioned with the transportation.
(3) The Seller can - without prejudice to their rights arising from the Client's default - demand an extension of delivery and service periods or a postponement of delivery and service dates by the period in which the Client does not meet their contractual obligations towards the Seller.
(4) The Seller shall not be liable for the impossibility of delivery or for delays in delivery if these are caused by force majeure or other events that were not foreseeable at the time the contract was concluded (e.g. operational disruptions of all kinds, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts , lack of labour, energy or raw materials, difficulties in obtaining the necessary official permits, official measures or the lack of, incorrect or late delivery by suppliers) for which the Seller is not responsible. If such events make the delivery or service significantly more difficult or impossible for the Seller and the hindrance is not only of a temporary nature, the Seller shall be entitled to withdraw from the contract. In the case of hindrances of a temporary duration, the delivery or service deadlines are extended or the delivery or service dates are postponed by the period of the hindrance plus a reasonable start-up period. If the Client cannot be expected to accept the delivery or service as a result of the delay, they can withdraw from the contract by means of an immediate written declaration to the Seller.
(5) The Seller is only entitled to partial deliveries if
(6) If the Seller is in default with a delivery or service or if a delivery or service becomes impossible for whatever reason, the Seller's liability for damages is limited in accordance with Section 8 of these General Terms and Conditions of Delivery.
Section 5 Place of Performance, Dispatch, Packaging, Passing of Risk, Acceptance
(1) The place of performance for all obligations arising from the contractual relationship is the distribution center or the place of business of the Seller, unless otherwise specified. If the Seller is also responsible for the installation, the place of performance is the place where the installation is to take place.
(2) The mode of dispatch and the packaging are subject to the dutiful discretion of the Seller.
(3) The risk shall pass to the Client at the latest when the delivery item is handed over (whereby the beginning of the loading process is decisive) to the forwarding agent, carrier or other third party responsible for carrying out the shipment. This also applies if partial deliveries are made or the Seller has taken on other services (e.g. shipping or installation). If the dispatch or handover is delayed as a result of a circumstance caused by the Client, the risk shall pass to the Client on the day on which the delivery item is ready for dispatch and the Seller has notified the Client of this.
(4) Storage costs after the transfer of risk shall be borne by the Client. In the case of storage by the Seller, the storage costs shall amount to 0.25% of the invoice amount for the delivery items to be stored for each completed week. We reserve the right to assert and provide evidence of further or lower storage costs.
(5) The shipment shall only be insured by the Seller against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the Client and at their expense.
(6) Insofar as an acceptance is to take place, the purchased item is deemed to have been accepted if
Section 6 Warranty, Material Defects
(1) The warranty period is one year from delivery or, if acceptance is required, from acceptance. This period does not apply to claims for damages by the Client resulting from injury to life, limb or health or from intentional or grossly negligent breaches of duty by the Seller or their vicarious agents, which are time-barred in accordance with the statutory provisions.
(2) The delivered items are to be carefully examined immediately after delivery to the Client or to the third party designated by them. With regard to obvious defects or other defects that would have been recognizable in an immediate, careful inspection, they are deemed to have been approved by the buyer if the Seller does not receive a written notice of defects within seven working days of delivery. With regard to other defects, the delivery items are deemed to have been approved by the buyer if the Seller does not receive the notice of defects within seven working days after the point in time at which the defect became apparent; if the defect was already apparent at an earlier point in time during normal use, this earlier point in time shall be decisive for the start of the complaint period. At the request of the Seller, a delivery item that has been the subject of a complaint must be returned to the Seller carriage paid. If the notice of defects is justified, the Seller shall reimburse the costs of the cheapest shipping route; this does not apply if the costs increase because the delivery item is located at a location other than the place of intended use.
(3) In the event of material defects in the delivered items, the Seller is initially obliged and entitled to choose between repairs or a replacement delivery within a reasonable period of time. In the event of failure, ie impossibility, unreasonableness, refusal or unreasonable delay in rectification or replacement delivery, the Client may withdraw from the contract or reduce the purchase price appropriately.
(4) If a defect is due to the fault of the Seller, the Client can demand damages under the conditions specified in Section 8.
(5) In the event of defects in components from other manufacturers which the Seller cannot remedy for licensing or factual reasons, the Seller will, at its discretion, assert its warranty claims against the manufacturers and suppliers for the account of the Client or assign them to the Client. In the event of such defects, warranty claims against the Seller shall only exist under the other conditions and in accordance with these General Terms and Conditions of Delivery if the legal enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, e.g. due to insolvency. The statute of limitations for the relevant warranty claims of the Client against the Seller shall be suspended for the duration of the legal dispute.
(6) In the event of defects with regard to the channel acquisition software from other manufacturers supplied by the Seller, which the Seller cannot remedy for licensing or factual reasons, the Seller will, at its discretion, assert its warranty claims against the manufacturer for the account of the Client or assign them to the Client. In the case of such defects, warranty claims against the Seller only exist under the other conditions and in accordance with these General Terms and Conditions of Delivery if the judicial enforcement of the aforementioned claims against the manufacturer was unsuccessful or is futile, e.g. due to insolvency. The statute of limitations for the relevant warranty claims of the Client against the Seller shall be suspended for the duration of the legal dispute.
(7) In the case of defects that are based exclusively on the channel acquisition software that was not supplied by the Seller, the Client must address any claims with regard to the channel acquisition software to their software contractual partner.
(8) The warranty shall not apply if the Client changes the delivery item or has it changed by a third party without the consent of the Seller and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the Client must bear the additional costs of remedying the defect arising from the change.
(9) Delivery of used items agreed with the Client in individual cases is carried out with the exclusion of any warranty for material defects.
Section 7 Intellectual Property Rights
(1) In accordance with this Section 7, the Seller is responsible for ensuring that the delivery item is free of industrial property rights or copyrights of third parties. Each contractual partner shall inform the other contractual partner immediately in writing if claims are asserted against them due to the infringement of such rights.
(2) In the event that the delivery item infringes an industrial property right or copyright of a third party, the Seller shall, at its discretion and at its expense, modify or replace the delivery item in such a way that third-party rights are no longer violated, but the delivery item continues to fulfill the contractually agreed functions, or procure the right of use for the Client by concluding a license agreement with the third party. If the Seller does not succeed in doing this within a reasonable period of time, the Client shall be entitled to withdraw from the contract or to reduce the purchase price accordingly. Any claims for damages by the Client are subject to the restrictions of Section 8 of these General Terms and Conditions of Delivery.
(3) In the event of infringements of rights by products from other manufacturers supplied by the Seller, the Seller will, at its discretion, assert its claims against the manufacturers and sub-suppliers for the account of the Client or assign them to the Client. Claims against the Seller in these cases only exist in accordance with this Section 7 if the judicial enforcement of the above-mentioned claims against the manufacturer and sub-supplier was unsuccessful or is futile, e.g. due to insolvency.
Section 8 Liability for damages due to negligence
(1) The Seller's liability for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contractual negotiations and tort, shall be limited in accordance with the provisions of this SectionSection 8, insofar as negligence is relevant in each case.
(2) The Seller shall not be liable in the event of simple negligence on the part of their organs, legal representatives, employees or other vicarious agents, unless there is a breach of essential contractual obligations. Essential to the contract are the obligation to deliver and install the delivery item on time, its freedom from defects of title and such material defects that impair its functionality or usability more than insignificantly, as well as duties to provide advice, protection and care, which are intended to enable the Client to use the delivery item in accordance with the contract or to protect the life and limb of the Client's staff or to protect their property from significant damage.
(3) Insofar as the Seller is liable for damages pursuant to Section 8 (2), this liability is limited to damage which the Seller foresaw as a possible consequence of a breach of contract when the contract was concluded or which they should have foreseen if they had exercised due diligence. In addition, indirect damage and consequential damage resulting from defects in the delivery item can only be compensated if such damage is typically to be expected when the delivery item is used as intended.
(4) In the event of liability for simple negligence, the Seller's obligation to pay compensation for property damage and the resulting further financial losses is limited to an amount of 5.000.000 EUR per claim, even if it is a breach of essential contractual obligations.
(5) The above exclusions and limitations of liability apply to the same extent in favor of the organs, legal representatives, employees and other vicarious agents of the Seller.
(6) Insofar as the Seller provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by them, this shall be done free of charge and to the exclusion of any liability.
(7) The limitations of this SectionSection 8 shall not apply to the Seller's liability for intentional conduct, for guaranteed characteristics, for injury to life, body or health or under the Product Liability Act.
Section 9 Retention of title
(1) The following agreed retention of title shall serve as security for all respectively existing current and future claims of the Seller against the Client arising from the delivery relationship existing between the contracting parties (including balance claims from a current account relationship limited to this delivery relationship).
(2) The goods delivered by the Seller to the Client remain the property of the Seller until all secured claims have been paid in full. The goods as well as the goods covered by the retention of title that take their place according to the following provisions are hereinafter referred to as "reserved goods".
(3) The Client shall store the reserved goods free of charge for the Seller.
(4) With the written consent of the Seller, the Client is entitled to sell the reserved goods in the ordinary course of business up to the point of instigation of recovery (paragraph 8). Pledges and security transfers are not permitted.
(5) In the event of resale of the reserved goods, the Client hereby assigns to the Seller by way of security the resulting claim against the buyer - in the event of co-ownership of the Seller in the reserved goods, in proportion to the co-ownership share. The same applies to other claims that take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims from tort in the event of loss or destruction. The Seller revocably authorizes the Client to collect the claims assigned to the Seller in their own name. The Seller may only revoke this direct debit authorization in the event of recovery.
(6) If third parties access the reserved goods, in particular through seizure, the Client will immediately point out the Seller's ownership and inform the Seller about this in order to enable them to enforce their property rights. If the third party is not able to reimburse the Seller for the judicial or extrajudicial costs incurred in this connection, the Client shall be liable to the Seller for this.
(7) The Seller shall release the reserved goods and the items or claims replacing them if their value exceeds the amount of the secured claims by more than 50%. The selection of the items to be released thereafter is up to the Seller.
(8) If the Seller withdraws from the contract in the event of a breach of contract by the Client - in particular default of payment - the Seller shall be entitled to demand the return of the reserved goods.
Section 10 Final provisions
(1) If the Client is a merchant, a legal entity under public law or a special fund under public law or if they do not have a general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from the business relationship between the Seller and the Client shall be at the discretion of the Seller's Kempten or the Client's registered office. In these cases, however, Kempten is the exclusive place of jurisdiction for lawsuits against the Seller. Mandatory legal provisions on exclusive places of jurisdiction remain unaffected by this regulation.
(2) The relationships between the Seller and the Client are exclusively subject to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980 (CISG) does not apply.
(3) Insofar as the contract or these General Terms and Conditions of Delivery contain loopholes, the legally effective regulations that the contractual partners would have agreed according to the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had known of the loopholes shall be deemed to have been agreed to fill these loopholes.
Version: November 2022