General Terms and Conditions

A. Applicability of the General Terms and Conditions of R+S

C. General Terms and Conditions for Services

Special Clause on the BDSG (German Data Protection Act): Our contractual partners authorize us, under waiver of separate notification, to store and process personal data within the framework of the BDSG and to the extent required for the execution of the contract.

A. Applicability of the General Terms and Conditions of R+S

These General Terms and Conditions apply always and exclusively to the contractual relationship between R+S and its business partners. They shall also apply if no particular mention is made thereof specifically in individual transactions. Any differently worded General Terms and Conditions shall not be accepted, even if their applicability is not expressly opposed.

The place of jurisdiction and place of performance is Krefeld. Irrespective thereof, we have the right to institute legal action against the business partner at its registered offices.

German law is solely applicable. The United Nations Convention on Contracts for the International Sale of Goods and other uniform laws is excluded.

B. Conditions of Purchase and Order

B.1 Subject Matter of the Contract / Prohibition of Assignment

B.1.01

Solely the Conditions of Purchase and Order of R+S shall be decisive for the orders and purchase orders placed by R+S.

B.1.02

All orders issued and purchases made by R+S shall be processed solely on the basis of the statutory regulations, insofar as these present provisions do not regulate the matter.

B.1.03

Any offers made by suppliers or other contractual partners of R+S are subject to express written acceptance by R+S.

B.1.04

The supplier may not assign its rights and duties arising from this purchase order to third parties without the written agreement of R+S. This shall not apply to the advance assignment of outstanding receivables in the context of an extended reservation of title.

B.2 Prices

B.2.01

Unless otherwise agreed, the prices given shall be valid as fixed prices. The price covers all the goods and services required for the performance of the contract. The packaging, transport and insurance costs as well as any expenses, licensing fees and all other levies, excluding VAT, are deemed as settled by the agreed price. Should the supplier also be obligated to carry out an installation, this shall also be included in the set price, unless separate compensation has been agreed to.

B.2.02

For prices quoted by weight, the official weighing (if no official weighing, then our own weight determination) shall be decisive.

B.2.03

If the supplier decreases the list price prior to delivery to R+S such decreased prices shall also apply to the next pending purchase order and the agreed price shall be reduced correspondingly.

B.2.04

When placing an order without stating a price, or a price indication, R+S shall reserve the right to approve the price after receipt of confirmation.

B.2.05

The offers, advice, demonstrations, technical documentation and deliveries of samples provided by the supplier shall be free of charge for R+S.

B.3 Delivery Deadline

B.3.01

The delivery dates or periods given in the purchase order of R+S shall be binding and fixed, and shall be delivered to the destination address by that date or period stated.

B.3.02

The supplier shall promptly inform R+S of any delays identified by the supplier.

B.3.03

Should the supplier enter into default with its performance, R+S shall at its option be entitled to either demand subsequent delivery or withdraw from the contract after an appropriate period of grace has been set.

In both cases, R+S reserves the right to enforce damage claims.

B.3.04

In the event of a delay which is not the fault of the supplier and force majeure events, R+S can, if the delay is not the fault of R+S, withdraw from the contract if, as a result of the delay, performance is no longer of interest to R+S and an appropriate period of grace has expired.

B.3.05

Early deliveries or deliveries made outside of the times for goods acceptance stipulated by R+S, as well as partial deliveries and advance deliveries, are subject to express written agreement by R+S.

B.3.06

Any additional costs which are incurred by the non-observance of instructions, incomplete or late delivery of requested shipping documents or incorrect deliveries shall be borne by the supplier.

B.4 Shipping

B.4.01

All shipments must be accompanied by a packing slip or a delivery note. In addition, shipping notification as well as the destination address must be sent to the purchasing department on the shipment date.

B.4.02

All shipping documentation must include the order number, order date, quantity and weight as well as the type of packaging in addition to the description of the article.

B.4.03

Partial or remaining deliveries must be designated as such.

B.4.04

The supplier shall, irrespective of the pricing, bear the risk of loss, accidental deterioration or damage until full handover to R+S or acceptance of the goods and services by R+S.

B.5 Drafts, Samples, etc.

B.5.01

Any drawings, drafts, samples, etc which R+S has supplied to the supplier for the submission of a bid or the execution of an order remain the intellectual property of R+S, and may not be used for other purposes, duplicated or made accessible to third parties.

B.5.02

These documents must be treated confidentially, and shall not be transmitted to third parties without the prior written agreement of R+S. All employees who are aware of the stated documents and information shall also be obligated to the same. Any use for purposes other than that agreed to with R+S is not permitted.

B.5.03

All rights to the application for protective rights pertaining to inventions which are contained in the documentation and information shall remain vested in R+S.

B.5.04

Acceptance or approval of the submitted drawings and samples does not constitute a waiver of any entitlements to guarantees by R+S.

B.6 Guarantee

B.6.01

The contractual partner of R+S shall guarantee and pay damages in the scope and duration required in law. Furthermore, the following shall apply:

B.6.02

All goods and services provided must correspond exactly to the safety and accident prevention regulations applicable to R+S (in particular the regulations of the law on technical work materials and consumer products (German Equipment and Product Safety Act) as well as the law on dangerous substances (German Chemicals Act), the DIN regulations and the Workplaces Ordinance), the required permits as well as the specifications, drawings and other information mentioned in the purchase order. The supplier shall check for same.

B.6.03

The supplier shall be liable for sub-suppliers as if it were its own performance.

B.6.04

The statutory inspection and defect notification period for obvious defects is two weeks from delivery at the destination. R+S shall notify the supplier of any hidden defects within two weeks of their identification.

B.6.05

In addition, a guarantee period of two years from delivery shall apply to all defects.

B.6.06

In the event of a replacement delivery or rectification of defects, the guarantee period for replaced or improved parts shall begin on the date of the new written acceptance declaration. For parts which could not remain in operation during the inspection for defects and/or rectification of defects, the current guarantee or warranty period shall be extended by the period of the disruption of operations.

B.6.07

R+S can, in all cases, assert its statutory claims at its option in the event of quality defects.

B.6.08

If the supplier is at fault for the defect, it shall release R+S from the claims of the buyer of R+S regarding the product liability obligation which the buyers of R+S are entitled to claim from R+S.

B.6.09

Should the supplier be in default with regard to the rectification of a defect or a replacement delivery, R+S shall be entitled to replace or improve the damaged parts at the cost of the supplier and to remedy any damages arising or have such work carried out by third parties at the cost of the supplier.

B.6.10

In urgent cases, R+S can undertake the subsequent improvement itself or have such carried out by a third party without the preconditions for delay being present. Any costs incurred thereby shall be borne by the supplier. The right to withdrawal or reduction or compensation for damages remains unaffected hereby.

B.6.11

A defect of quality – in particular the presence of faults in a delivery or service provided by the supplier – shall entitle R+S to withdraw from all contractual relationships with the supplier of which the object is the regular delivery of goods or the regular provision of services or contracted work.

Good cause shall in particular be deemed where there is a justified concern that faults or defects in a supply or service will also affect the other goods or services or appear in the same manner.

B.7 Payment

B.7.01

Payment made by R+S shall be subject to invoice verification at a later date

within 14 days after receipt of invoice with a 3% discount
or within 30 days after receipt of invoice with a 2% discount
or within 90 days after receipt of invoice with no discount

at the option of R+S by bank transfer or check.

B.7.02

Invoices and payment requests must include the order number of R+S as well as the order date. A payment period shall commence only after the invoices and the deliveries have been received in full by R+S and the ancillary obligations of the supplier have also been met.

B.7.03

The invoice will be valued on the date of the delivery contractually agreed with R+S for goods delivered early. The value date shall be the date of receipt of invoice.

B.7.04

Invoices for defective goods or services or non-contractual partial deliveries shall be valued on the date they become defect-free or on date of full delivery respectively. The value date shall be the date of receipt of invoice.

C. General Terms and Conditions for Services

C.1 Order Confirmation

C.1.01

The written order confirmation by R+S shall be decisive for the content of the respective contract, if applicable, together with the specifications prepared by R+S. Oral agreements in connection with contract conclusions which are made with employee of R+S who have no representation authorization shall likewise be subject to written confirmation by R+S for their effectiveness.

C.1.03

Any information pertaining to the characteristics of the products and services of R+S shall only be attributed to R+S if this information originated from R+S or was made on express behalf of R+S or was expressly authorized by R+S or R+S knew or must have known such for four weeks without having distancing itself from it. Authorized dealers and customers of R+S who act as resellers shall not be regarded as assistants of R+S as defined by Section 434 para. 1 BGB (German Civil Code). Adequate corrections of information regarding characteristics as defined by Section 434 para. 1 BGB can in any event be found on the website of R+S at www.roehr-stolberg.de.

C.1.04

Information regarding characteristics attributable to R+S which contain measurable values shall be understood as having a tolerance of ± 2%. If this tolerance is exceeded, this shall not automatically lead to the assumption of a defect.

C.2. Permanent Rights / Copyright

C.2.01

The drafts, models, installation plans, arrangement and other drawings, standard texts, etc prepared by R+S shall remain the intellectual property of R+S even if the customer has paid compensation for deterioration in value for the work.
R+S reserves the exclusive right to sell these items and the services embodied therein.

C.2.02

R+S is entitled to affix its own trademark and logo. The customer is prohibited from removing such marks affixed by R+S.

C.2.03

The customer is responsible to R+S for ensuring that the originals, drafts, plans, texts, trademarks and similar handed over to it by R+S are used for the correct purpose.

C.2.04

R+S has sole copyright to the control software and other software which is delivered along with the equipment.
Only a simple right of use to the software is transferred. This simple right of use takes the form that the software may be used exclusively for the operation of the specific equipment which is the subject matter of the contract.

C.2.05

Any duplication and other use of the software is illegal.

C.2.06

De-compilation of the software is not permitted. If the customer requires information regarding interfaces, R+S shall disclose the interfaces of the software upon request. Only if R+S does not comply with this request within an appropriate period of time shall the customer be permitted to decompile the software parts necessary for this interface analysis. An appropriate period of time is deemed to be at least two weeks.

C.3. Dispatch / Bearing of Risk

C.3.01

R+S reserves the right to determine the mode of dispatch unless a certain mode of dispatch has been expressly prescribed.

C.3.02

Once the goods leave the premises or the warehouse of R+S the ordering entity shall assume any and all risk. The goods shall be insured only upon request by the customer and at its cost.

C.3.03

Risk shall pass to the ordering party on handover to the haulier on notification of the readiness for dispatch or the readiness as of the agreed delivery date.

C.4 Delivery Deadline

C.4.01

Any agreed delivery periods shall apply ex works unless expressly agreed to otherwise.
Such delivery periods shall commence on the date provided for in the order confirmation at the earliest however once the documentation, permits, call-offs and shipping addresses stated in the order confirmation are available, all the details of the order have been clarified and the customer has made the agreed advance payments or provided the collateral.
If a delivery period is agreed to, this shall be appropriately extended if the customer is in arrears with the provision of the documentation, permits, dispatch address notifications, advance payments or collateral to be provided by it.
If a delivery period is agreed to, this shall be extended appropriately if the customer is in arrears with the provision of documentation, permits, dispatch address notifications, advance payments or collateral to be provided by it.
A corresponding re-scheduling of delivery dates or extension of delivery deadlines shall also take place if the preconditions for the services to be provided by R+S which the customer itself or a third party has to provide are not available in time.

C.4.02

If any changes are desired to be made by the customer after order confirmation, the delivery period shall commence on confirmation of the change by R+S. The delivery date shall be accordingly re-scheduled.

C.4.03

The delivery period shall be extended appropriately in the event of unexpected impediments occurring which R+S is not able to mitigate with reasonable due diligence despite the circumstances of the case, e.g. total or partial non-performance by sub-contractors which R+S is not responsible for.

C.4.04

In the event of clause C.4.03, there shall be no entitlement to compensation for damages in lieu of performance or to compensation for damages for default if R+S has promptly informed the customer of the impediments to performance.

C.4.05

The same shall apply to fixed-date transactions.

C.4.06

Any compensation for damages for default payable by R+S is limited to damages caused at least by gross negligence and damages expected for this type of contract.

C.5. Partial Deliveries / Excess and Shortfall Quantities

C.5.01

In the event of deliveries of goods which cannot be counted, R+S shall be entitled to deliver 10% more or less than the ordered quantity without this being regarded as a violation of an obligation. Partial deliveries shall also be permitted to the extent reasonable for the customer.

C.5.02

If R+S makes use of the right to partial delivery or delivery of more or less than the ordered quantity, payments may not be withheld by the customer for goods already delivered for this reason.

C.6 Prices

C.6.01

The prices shall apply ex works or ex warehouse excluding packaging unless otherwise agreed.

C.6.02

Should packaging be included, R+S shall ensure packaging in accordance with the existing regulations and proceed in accordance with Section 4 VerpackV (German Packaging Regulations).

C.6.03

The prices and costs exclude the respectively applicable value added tax.

C.6.04

Should the cost factors change after order confirmation, in particular the prices for raw materials and consumables as well as wage and transport costs, R+S shall adjust the prices appropriately if the period between the order confirmation and delivery is more than 4 months.

C.6.05

The hourly rates, surcharges, etc of R+S shall apply to every normal travel, waiting and working hour based on the respective standard weekly working hours. Travelling time shall be invoiced without overtime surcharges.
Driving time using motor vehicles shall, in contrast, apply as normal working hours with overtime surcharges.
R+S shall calculate the daily allowance (subsistence and accommodation in Germany) for each travel and working day. Should an installation or other customer service be continued after a weekend, R+S may, at its option, pay a daily allowance or travel costs for the weekend unless expressly agreed to otherwise. Surcharges for public holidays and daily allowances shall also be payable for the regional public holidays.
Travel costs are calculated as follows: - Flights: Economy class - Train: 1. Class – short distance travel: Taxi and, if applicable, porter – company vehicle: Flat-rate mileage according to our respective currently-valid rates.

C.6.06

Travel time and travel expenses for the return trip can only be entered on the work certificates or time sheets after the completion of the trip.

C.6.07

The rates described under clause C.6.05 of R+S are based on the respectively valid wage, salary and working hours’ tariffs. If the latter are changed, R+S reserves the right to change its rates commensurately. The respectively valid rates shall be transmitted to the customer upon request.

C.6.08

Should an installation, commissioning, maintenance, repair or any other service be delayed for reasons which R+S has no control over, the ordering party shall bear all the costs incurred therein, in particular for waiting times and additional travel and subsistence costs incurred by the employees of R+S and the sub-contractors contracted by R+S on account of the delay.

C.6.09

The legal consequences mentioned in clause C.6.08 shall also apply if the reasons for the delay are the fault of the ordering party.

C.7 Payment Terms

C.7.01

The provisions of the German Value Added Tax Act shall apply for payments made in advance.

C.7.02

Unless otherwise agreed to, payments are due immediately.

C.7.03

Payments made to R+S shall be payable 10 days from date of invoice. If this date is not adhered to, the debtor enters into payment default.

C.7.04

In the event of payment default, R+S can demand default interest of 10% above the base rate. This shall not affect the proof and enforcement of damages beyond this.

C.7.05

The place of performance for payments shall be the registered offices of R+S.

C.7.06

The customer can only offset payments against uncontested or legally established claims.

C.7.07

The customer has no right of retention except in the cases mentioned in C.7.06. The rights pursuant to Section 320 BGB shall further be retained as long as and to the extent that R+S has not fulfilled its warranty obligations.

C.7.08

If R+S accepts checks as a means of payment this shall only be accepted on account of performance.

C.7.09

Payment by bills of exchange shall be excluded; bills of exchange shall not be accepted as payment by R+S. Should R+S accept bills of exchange on account of a separate, opposing agreemen,t this shall only be accepted on account of performance.

C.7.10

Any bills of exchange accepted in exceptional cases must be discountable. Discounting costs and other costs shall be borne by the ordering party and shall be due immediately upon invoicing without deduction.

C.7.11

In the event of a regulation agreed to in exceptional case by means of a bill of exchange, R+S can, without requiring a separately agreement, demand payment of all outstanding, not yet due, otherwise uncontested receivables, if the invoiced discounting costs are not paid within 8 days, bills of exchange received are not discounted by our bank, discounted bills of exchange are re-debited or a bill of exchange is dishonored. The same shall apply if a customer’s check is not honored, or if same enters into payment default with an installment where installment payments have been agreed to.

C.7.12

If a substantial deterioration in the customer’s financial position should occur after contract conclusion (should a declaration of intent by the customer still be required according to the last declaration of intent aimed at the conclusion of the contract by R+S) or if there are, for instance, bill and/or check protests, R+S can demand payment in advance or collateral for any not yet provided services or goods from contracts from the same contractual relationship (Section 273 BGB) at the option of R+S. If the customer does not comply with this demand, R+S can withdraw from these said contracts or, after setting a period of grace demand compensation for damages in lieu of performance, without special proof, of 25% of the not yet executed contract amount if the customer does not prove lesser damages.

Only if, as an exception, unusually higher damages occur in individual cases will BOGE be able to demand replacement beyond the flat rate damages replaced.

C.8. Inspection and Defect Notification Obligation

C.8.01

The deliveries made by R+S, including drawings, implementation plans, projection proposals and similar shall be checked by the customer promptly on handover for their usability and compliance.

C.8.02

Obvious defects must be reported to R+S promptly in writing, however not later than 6 days after arrival at the destination and stating the exact objections.

C.8.03

For direct deliveries of goods to third parties, the notification period shall be extended to 14 days.

C.8.04

The customer must also notify R+S promptly in writing of any hidden defects upon their discovery; however not later than 30 days after arrival of the goods.

C.8.05

If the customer does not comply with the obligations mentioned in clauses C.8.01 to C.8.04, any possible guarantee claims shall be excluded.

This does not apply to cases where damages arise from injury to life, body or health or which are caused by intent or negligent violation of the obligation by R+S or a statutory representative or vicarious agent of R+S. It shall also not apply if other damages are caused by intent or gross negligence by R+S.

C.9 Guarantee

The below mentioned guarantee restrictions do not apply to cases where damages arise from injury to life, body or health or which are caused by intent or negligent violation of the obligation by R+S or a statutory representative or vicarious agent of R+S. They shall also not apply if other damages are caused by intent or gross negligence.

C.9.01

The guarantee period is 12 months. Any liability and warranty for immaterial breaches of duty and minor defects is excluded. In the event that the customer has a right to supplementary performance, R+S shall decide whether the supplementary performance shall be carried out through remedy of defects or through delivery of a defect-free item.

C.9.02

Any work done to the items delivered by R+S or other services provided by R+S shall only be regarded as work done to remedy defects or for supplementary performance

if the defect is expressly acknowledged by R+S
or if notifications of defects can be proven
and if these proven defect notification are justified.

Without these preconditions, such work shall be regarded as special performance.

C.9.03

Supplementary performance or replacement deliveries shall also be made by R+S as special performance if they do not result expressly from an acknowledgement of a legal obligation.

C.9.04

If the guarantee period is obstructed or disrupted by the work carried out or replacement deliveries made by R+S, such an obstruction or disruption shall only extend to the functional unit affected by the replacement delivery or subsequent performance.

C.9.05

The ordering party shall give R+S the required time and opportunity to undertake the subsequent performance and replacement deliveries owed due to the guarantee. Only in urgent cases where operational safety is at risk and to prevent further disproportionately greater damages, of which R+S must be promptly informed of, or if R+S is in default with the remedy of a defect, shall the ordering party have the right to remedy the defect itself or by means of a third party and to demand the necessary costs from R+S as a reimbursement.

C.9.06

If a selected subsequent performance to be undertaken, according to a reasonable number of attempts to be determined in each case, does not result in a remedy of the defect the customer shall be entitled to withdraw from the contract. At least three attempts at subsequent performance shall be deemed as reasonable. The number of attempts at subsequent performance, after which the customer has a right of withdrawal, relates to a specific functional unit of the subject matter of the contract. Irrespective of whether the same functional unit of the subject matter of the contract is affected, the customer has a right of withdrawal if the number of individual defects makes it unreasonable for the customer to adhere to the contract.

C.9.07

If R+S has rejected subsequent performance despite a corresponding right to subsequent performance the customer shall immediately be entitled to a right of withdrawal.

C.9.08

The same shall apply if R+S has not undertaken a subsequent performance which R+S is entitled to within an appropriate period of grace to be set by the customer.

C.9.09

The customer shall only be entitled to a decrease in price (reduction) if R+S agrees to such.

C.9.10

All further claims by the customer are excluded.

C.9.11

No warranty is assumed for damages which R+S is not responsible for. This includes, for instance, damages arising due to the following reasons: Inappropriate or improper use, incorrect installation or commissioning by the ordering party or by third parties, natural wear and tear, incorrect or negligent handling, unsuitable machinery materials or replacement materials, defective construction work, unsuitable subsoil, chemical, electromagnetic, electrochemical or electrical influences insofar as they are not caused by fault on the part of R+S.

C.9.12

R+S shall not assume any warranty for components provided by the customer. The customer is solely responsible for the suitability and quality of such components unless expressly agreed to otherwise.

C.9.13

Should the customer not observe the operating and maintenance instructions, if such non-observance is responsible for damages, this shall result in a release of R+S from any liability and guarantee.

C.9.14

Should the customer fail to observe the operating and maintenance instructions, it will be assumed that any damages arising shall be the result of such non-observance. The customer shall in this case, bear the burden of presentation and the burden of proof for the converse.

C.9.15

In the event that equipment delivered by R+S is installed or operated outside of the customer’s main establishment, although the contract is concluded with a branch or main office of the customer situated in Germany, the customer shall bear the additional costs incurred by R+S on account of warranty measures, transport costs, travel costs and other expenses if the equipment is delivered beyond the borders of Germany.

C.10. Compensation for Damages

C.10.01

The limitations of liability mentioned in these Terms and Conditions do not apply to damages arising from injury to life, body or health and not for damages caused by a statutory representative or a vicarious agent with intent or gross negligence.

Furthermore, the following regulations shall apply.

C.10.02

Should R+S be obligated to compensate for damages, R+S shall only be liable in accordance with the below mentioned regulations for direct damages to the object of supply itself.

C.10.03

Any liability for consequential damages arising from a breach of duties, even in the context of a subsequent performance obligation, is excluded.

C.10.04

The same shall apply to damages arising from tortious acts.

C.10.05

As an extension of the above mentioned regulations, R+S shall be liable for damages beyond damages sustained to the object of supply itself only in cases of intent and gross negligence, not only in the framework of product liability laws, but also in that of lack of expressly warranted characteristics, should the purpose of this warranty be to safeguard the ordering party against damages which are not sustained directly upon the object of supply.

C.10.06

R+S is only liable for reasonable foreseeable damages typically occurring for this type of contract, except in the event of intent or gross negligence.

C.11. Call-up Contracts

C.11.01

If call-off contracts are not called off within 4 weeks after expiry of the call-off period R+S shall be entitled to demand payment.

C.11.02

The same shall apply to call-up contracts without a specifically agreed call-up period if 4 months have passed since receipt of the readiness for shipment notification by R+S without any call-off.

C.12. Storage / Delay in Acceptance

C.12.01

Should a fixed-term storage of finished goods at R+S be expressly agreed to in exceptional cases or, if due to a delay in acceptance warehousing should become necessary, R+S shall not be liable for damages arising despite taking reasonable care.

C.12.02

R+S shall also not be obligated to insure such warehoused goods.

C.12.03

In the event of an acceptance delay, R+S shall be entitled to store the goods at a commercial warehouse at the risk and cost of the customer.

C.12.04

When warehousing at R+S, R+S can charge 0.5% of the invoice amount per month, at minimum, however, € 30.00 and a further € 25.00 from every second full cubic meter of goods per month.

C.12.05

Both of the aforementioned clauses shall also apply in the event that shipment is delayed for more than 2 weeks, at the request of the customer, beyond the indicated readiness for shipment.

C.12.06

Should the customer not accept the ordered goods, despite setting a period of grace, R+S shall be entitled to charge 25% of the agreed price as a flat fee, irrespective of the proof of actual damages, if the customer does not prove damages of a lesser extent.

C.13. Reservation of Title

C.13.01

All deliveries by R+S are subject to reservation of title.

C.13.02

This proviso, in addition to the below mentioned expansion, shall apply until payment of all claims from the business relationship with the customer and until full release of any contingent liabilities which b entered into in the interests of the customer and which are in connection with the delivery.

C.13.03

Pledging of the supplied items is not permitted.

C.13.04

R+S is entitled to demand return of its goods subject to reservation of title for good cause, in particular in the event of payment default by offsetting the proceeds of the sale. This demand for return does not represent a withdrawal from the contract.

C.13.05

If and to the extent that the goods taken back by R+S are able to be otherwise sold as new goods in the ordinary course of business, the customer shall, without further proof, owe 10% of the invoice amount of the goods for the costs of return shipment. If it is not possible to sell the goods as new goods in the ordinary course of business, the customer shall, without further proof, owe a further 30% of the invoice amount for the goods for loss in value. The customer reserves the right to demonstrate a lower percentage.

C.13.06

R+S reserves the right to assert other, further damages.

C.13.07

The handling and processing of goods supplied by R+S shall always be on behalf of R+S so that the goods remain the property of R+S even as finished goods under exclusion of the consequences of Section 950 BGB. If the goods subject to reservation of title are processed with other items, also under the exclusion of the legal consequences of Section 950 BGB, R+S shall acquire at least co-ownership in the new item in proportion to the invoice value of the goods of R+S to the invoice value of the other items to be processed.

C.13.08

The customer herewith assigns all its claims from the resale, processing, installation and other use of our goods to R+S in advance. If any of the products sold, processed or installed by the ordering party contain items which are not the property of the ordering party and for which the other suppliers have also agreed reservation of title with a sales and advance assignment clause, the assignment shall occur in the amount of the co-ownership share of R+S which corresponds to the percentage of the claim, otherwise in the full amount.

C.13.09

The remaining collection authorization vested in the ordering party despite assignment shall expire by means of a revocation permissible at any time.

C.13.10

Should the value of the collateral due to R+S exceed the claim of R+S against the ordering party by 50% for goods deliveries, by 20% for other services, R+S shall be obligated at the ordering party's request to release collateral at the option of R+S in the corresponding amount.

C.14. Place of Performance

C.14.01

The place of performance for the goods and services to be provided by R+S shall always be the establishment of R+S.

C.14.02

The place of performance for deliveries shall the establishment or the warehouse of R+S in particular also if R+S undertakes the transport directly.

C.15. Definitions

C.15.01

All the headings in the Terms and Conditions of R+S shall serve merely to facilitate readability and have no effect on the meaning and interpretation of the individual regulations.

C.15.02

Declarations which are transmitted in text form (either by facsimile or e-mail) shall also be regarded as written declarations of intent and confirmation of actual notice as defined by the Terms and Conditions of R+S.

C.15.03

Delivery dates designate a point in time, whether a specific day or a calendar week or similar in which delivery must take place.

Delivery periods designate the period of time within which a delivery must take place.

The delivery deadline is the generic term for delivery dates and delivery periods.

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