Terms of sale and delivery
ReiTec Cleaning Technology and Systems GmbH
Elberfelder Str. 83, 40822 Mettmann, Germany
Unless expressly agreed otherwise in writing, our deliveries shall be made exclusively under the following terms and conditions. Our terms and conditions of sale and delivery shall be deemed to have been accepted at the latest upon receipt of the goods. We hereby expressly object to any terms and conditions of purchase of the purchaser. We shall not be bound by them even if we do not object to them again separately on conclusion of the contract.
II. Offers, orders
1. our offers are subject to confirmation. We reserve the right to obtain correct and timely deliveries ourselves.
2. Orders shall only become binding upon our written confirmation. Changes, additions, promises or other agreements made with one of our sales representatives or with our sales personnel require our written confirmation in order to be valid.
III. Prices, terms of payment
1. our prices are quoted at our discretion ex warehouse or ex works. Shipping and packaging costs as well as the statutory value added tax shall be charged additionally. 2.
2. our invoices for deliveries made are payable net cash within 14 days of the invoice date. We reserve the right to make deliveries only against cash on delivery. Invoices for assembly or repair work are payable net cash immediately upon receipt of the invoice.
3. Insofar as payment by bill of exchange or cheque has been agreed, these shall only be accepted on account of payment and not in lieu of performance. All costs incurred in connection with the collection or discounting of bills of exchange shall be borne by the customer.
4. If the buyer exceeds the payment deadlines specified in No. 2, the statutory provisions shall apply. In particular, the Seller shall be entitled to charge interest on outstanding debts at a rate of 9% above the base interest rate, but at least 8%, as well as a processing fee of EUR 40. Our rights to claim damages for non-performance or to withdraw from the contract in the event of default in accordance with § 326 BGB (German Civil Code) shall remain unaffected.
5. The Seller shall be entitled, despite any provisions of the Buyer to the contrary, to first offset payments against the Buyer’s old debts. The seller shall inform the buyer accordingly. If costs and interest have been incurred, the seller shall be entitled to offset the payments first against the costs, then against the interest and finally against the main claim.
6. our sales representatives and our sales personnel shall only be entitled to collect payments if they present a corresponding written power of attorney.
7. the customer may only offset such claims as are undisputed or have been legally established.
1. we always endeavour to deliver as quickly as possible, but are not bound to a fixed delivery time.
2. If a fixed delivery date agreed in deviation from No. 1 has been exceeded or if we are otherwise in default of delivery, the customer shall set a reasonable grace period of at least 6 weeks. However, the delivery period shall not commence until all technical details have been clarified. After fruitless expiry of the deadline, the customer may withdraw from the contract. The customer may only claim damages for non-performance if the delay is due to intent or gross negligence on the part of a person whose conduct we must accept as our responsibility in accordance with the statutory provisions. If the delay is due to the fact that our contractual partner, from whom we obtain the ordered goods, does not supply us or does not supply us in time, there shall be no claims against us for damages for non-performance. However, we undertake to assign to our contractual partner, on request, any claims which we may have against the latter as a result of the latter’s delay, up to the amount of the damage suffered by the purchaser.
3. we do not take back packaging material with which the delivered goods are shipped.
V. Force majeure, contractual impediments
Force majeure of any kind, operational or traffic disruptions, fire damage, floods, shortages of labour, energy, raw materials and auxiliary materials, strikes, lockouts, disruptions in shipping, official decrees or other obstacles which reduce, delay, prevent or make unreasonable the production or shipping shall release us from the obligation to deliver for the duration and scope of the disruption. If, as a result of the disruption, delivery is delayed by more than eight weeks, both parties shall be entitled to withdraw from the contract. In the event of partial or complete discontinuation of our sources of supply, we shall not be obliged to obtain supplies from external suppliers. In this case, we shall be entitled to distribute the available quantities of goods taking into account our own requirements.
Vl. Transfer of risk
1. The risk shall pass to the customer when the consignment has been dispatched. This also applies insofar as we have the transport carried out by our own people. We shall only be liable for damage to or destruction of the goods during shipment if the damage was caused intentionally or by gross negligence on the part of a person whose conduct we must accept responsibility for in accordance with the statutory provisions. At the request of the customer, we shall insure the consignment against breakage, transport, fire and water damage at the customer’s expense. 2.
2. If the shipment is delayed beyond the delivery date stated in our order confirmation at the request of the customer or for a reason for which he is responsible, the risk shall pass to the customer for the period of the delay.
VII. Retention of title
1. the delivered goods shall remain our property (reserved goods) until full payment of the purchase price including all ancillary costs, in particular any costs incurred for assembly. If payment is made by bill of exchange or cheque, the goods subject to retention of title shall remain our property until they have been honoured and all return periods have expired.
2. The customer shall be obliged to keep the goods subject to retention of title in safe custody for us, to treat them with care and to insure them properly against loss and damage at his own expense. The customer hereby assigns to us in advance his claims arising from the insurance contracts. In the event of loss, damage or seizure of the goods subject to retention of title, the customer is obliged to notify us immediately.
3. The customer is not entitled to pledge the reserved goods to third parties or to assign them by way of security.
4. The customer is entitled to resell the reserved goods to third parties in the ordinary course of business. The purchaser hereby assigns to us his claims from the resale together with all ancillary claims. In the event of a sale of the reserved goods together with other goods, the claim shall be assigned in the amount of our invoice value of the reserved goods. Any amounts received by the customer as a result of the resale shall be immediately paid to us up to the amount of our claims.
VIII. Withdrawal in the event of insolvency of the purchaser
We reserve the right to withdraw from contracts that have not yet been completely fulfilled if
- the purchaser has suspended payments
- the opening of bankruptcy or composition proceedings against the assets of the ordering party has been applied for;
- a bill of exchange issued by the customer or accepted by him is protested or a cheque issued by him is not honoured.
IX. Duty of inspection Notice of defects
1. The customer is obliged to inspect the goods delivered by us immediately after their delivery.
2. The customer must notify us in writing of any defects that can be detected during a proper inspection without delay, but at the latest within one week of delivery. The customer shall notify us in writing of hidden defects immediately after their discovery, but at least within a period of one week after this time. If the customer fails to notify us of a defect within the periods specified in sentences 1 and 2, the delivered goods shall be deemed to have been approved.
For goods delivered by us but not manufactured, we can also only offer the warranty to the extent that it is granted to us by our supplier. As a rule, it gives the buyer the right to a replacement delivery or a credit note or to rectification of the defect after the goods have been inspected and the complaints have been acknowledged by the manufacturer. The rejected goods are to be sent to us carriage paid.
For defects notified in due time in accordance with No. IX. we shall provide a warranty in such a way that we shall rectify the delivered goods. If more than two attempts to remedy the defect fail, we shall be entitled to deliver a replacement for the defective goods. Only if the goods delivered as a replacement are also defective and these defects have been remedied in due time in accordance with No. IX. 2. shall the customer be entitled to demand, at his option, the rescission of the contract (redhibitory action) or the reduction of the purchase price (abatement).
XI. Place of performance Place of jurisdiction Applicable law
1. The place of performance for delivery and payment as well as the place of jurisdiction for all disputes arising from the business relationship with us, also for actions in connection with bills of exchange, cheques and other proceedings based on documentary evidence, shall be Mettmann, insofar as the transaction is between registered traders. However, we shall also be entitled to sue the customer at his general place of jurisdiction. 2.
2. The contract with the customer shall be governed exclusively by the law of the Federal Republic of Germany. The application of the Uniform Law on the Sale of Goods (EKG and EAG) is excluded.
XII. Severability clause
Should any of the above provisions prove to be invalid, this shall not affect the validity of the contract concluded and of our Terms and Conditions of Sale and Delivery in other respects. The invalid provision shall be replaced by a provision that comes closest in economic terms to what was intended by the invalid provision.