General Terms and Conditions
A. Validity of the Terms and Conditions of R + S
B. Purchasing and contract conditions
Special clause regarding the German Federal Data Protection Act (Bundesdatenschutzgesetz - BDSG):
Our contractual partners authorise us, without further communication being required, to store and process personal data within the scope of the BDSG and in so far as is necessary to perform our contractual obligations.A. Validity of the General Terms and Conditions of R + S
The contractual relationship between R+S and its business partners shall be governed solely and exclusively by these General Terms and Conditions, even if no special reference is made thereto for individual transactions. Terms and conditions to the contrary shall not be accepted, even if their validity is not explicitly contested.
B. Purchasing and contract conditions
B.1 Covenant prohibiting the abandonment of contractual content
B.1.01
All orders placed by R+S shall be governed exclusively by the R+S purchasing and contract conditions.B.1.02
All orders placed and purchases made by R+S shall be transacted - in so far as these terms do not resolve the issue - exclusively on the basis of the statutory provisions.B.1.03
Offers from the supplier or other contractual partners of R+S shall require express written acceptance from R+S.B.1.04
The supplier may not assign the rights and obligations resulting from this order to third parties without the written consent of R+S. This shall not apply for the anticipatory assignment of the outstanding purchase price in the framework of an extended reservation of title.B.2 Prices
B.2.01
Unless otherwise agreed, the stated prices shall be deemed to constitute fixed prices. The price shall cover all services required for the due fulfilment of the contract. The agreed price shall in particular include packaging, transport and insurance costs, expenses, licence fees as well as all public taxes, excluding Value Added Tax (VAT). If the supplier is also responsible for assembly, this shall be included in the fixed price.B.2.02
Prices based on weight shall be set by official weighing or in the absence thereof by our own weighing process.B.2.03
If the supplier reduces list prices before delivery to R+S, the reduced prices shall also apply for the pending order, and the agreed price shall be reduced accordingly.B.2.04
For orders placed without a price or with an orientation price, R+S reserves the right to approve the price upon receiving confirmation.B.2.05
Quotations, consultation, demonstrations, technical documentation and samples from suppliers shall be free for R+S.B.3 Delivery time
B.3.01
Delivery dates or periods stated in orders from R+S are specific and binding and are to be understood as the time of arrival at the specified delivery address.B.3.02
If the supplier becomes aware of any delays in delivery, it must notify R+S hereof immediately.B.3.03
If the supplier defaults on his services, R+S shall have the option to either demand subsequent delivery and payment of damages for late delivery, or to withdraw from the contract and to demand compensation for damages incurred by R+S.B.3.04
In the case of delays for which the supplier is not responsible and in cases of force majeure, R+S may withdraw from the contract, provided that R+S itself was not responsible for the delay, if the provision of service is no longer in the interest of R+S as a result of the delay, and a reasonable period of grace has elapsed.B.3.05
Early deliveries, deliveries outside the delivery times specified by R+S, as well as partial deliveries and advance deliveries shall require the express written consent of R+S.B.3.06
Additional costs incurred as a result of failure to comply with instructions, incomplete or delayed provision of requested shipping documents or through incorrect delivery, shall be at the expense of the supplier.B.4 Shipping
B.4.01
A packing slip or delivery note must be included with all consignments. In addition, on the day of shipping, notice of shipping must be sent to the purchasing department and the specified delivery address.B.4.02
All shipping documents must contain the article description, the order number, order date, the quantities and weight as well as the type of packaging.B.4.03
Partial deliveries or residual deliveries should be marked as such.B.4.04
Until complete delivery to R+S or acceptance of the goods and services by R+S, the supplier shall bear the risk of loss, accidental destruction or damage irrespective of pricing.B.5 Designs, samples etc.
B.5.01
Diagrams, designs, samples etc., which R+S has given to the supplier for the submission of a quotation or for carrying out an order, shall remain the property of R+S and may not be used for other purposes, reproduced or made available to third parties.B.5.02
These documents must be treated in the strictest confidence and may not be passed on to third parties without written consent of R+S. This obligation shall also apply to all employees, who have access to these documents and information. Any use for a purpose other than the one agreed with R+S is prohibited.B.5.03
All rights to register protective rights to discoveries contained in the documentation and information shall remain with R+SB.5.04
By accepting or approving diagrams or samples, which are presented, R+S shall not relinquish its claims under warranty.B.6 Warranty
B.6.01
The contractual partner of R+S must provide warranty and compensation to the extent and for the duration provided for by law.Miscellaneous provisions:
B.6.02
The goods and services supplied must comply exactly with the safety and accident prevention regulations, which are valid for R+S, in particular the legal regulations on technical work-related equipment (Gerätesicherheitsgesetz - Equipment Safety Act) and the law relating to protection from hazardous substances (Chemikaliengesetz - Chemicals Act), the DIN regulations and the Workplaces Ordinance, the necessary permits and the specifications, diagrams and other information given in the order, and this must be proven by the supplier.B.6.03
The supplier shall be liable for the services of subcontractors as if they were its own.B.6.04
The statutory duty to examine goods and obligation to give notice of defects shall - in the case of apparent defects - apply for a term of five weeks following delivery to the specified address.B.6.05
The warranty covers any faults for two years following delivery.B.6.06
For replacement deliveries or the correction of faults, the warranty period for replaced or repaired parts shall commence at the time of the new written declaration of acceptance. For delivered parts, which could not be made to function during inspection and/or repair of the fault, the current warranty period shall be extended by the length of time that the part was not functional.B.6.07
In case of material defects, R+S shall in any case be free to assert its statutory rights if it so chooses.B.6.08
In so far as the supplier is responsible for the fault, the supplier shall release R+S from any claims from R+S customers regarding manufacturer's liability, which R+S customers are legally entitled to assert against R+S.B.6.09
If the supplier delays in repairing faults or delivering a replacement, R+S shall be entitled, in case of deficient delivery or delivery of defective parts, to replace or repair these parts and repair resulting damage at the supplier's expense.B.6.10
In urgent cases, R+S shall be entitled to undertake the repair itself or have it carried out by a third party, without these requirements being met. Any costs incurred shall be for the supplier's account. This shall not affect the right to withdraw from the contract, the right to reductions or compensation.B.6.11
Faults in goods or services shall entitle R+S to withdraw from all contractual relations with the supplier relating to the regular delivery of goods or regular provision of services or labour, if there are significant grounds. Significant grounds shall be deemed to exist in particular where there is a justified risk that faults or defects affecting a good or service shall also have an effect on other goods or services, or that these could recur in the same way.B.7 Payment
B.7.01
Payment shall be made subject to the right to conduct a subsequent audit- within 14 days following receipt of invoice with a 3 % discount
- within 30 days following receipt of invoice with a 2 % discount
- or within 90 days following receipt of invoice without reductions
B.7.02
Invoices and requests for payment must include the R+S order number as well as the order date. The payment period shall only commence once the invoices and the deliveries have reached R+S in full, and the further duties of the supplier have been discharged.B.7.03
In the case of goods arriving early, the invoice shall be dated from the delivery date requested by R+S in the contract. The fixed value date shall apply as the date of invoice receipt.B.7.04
In the case of deficient goods or services or partial deliveries in breach of contract, the invoice shall be valued from the date when delivery was completed or the fault was fully rectified. The fixed value date shall apply as the date of invoice receipt.B.8 Miscellaneous
B.8.01
The Bielefeld District Court shall adjudicate any and all disputes arising between R+S and the customer. Notwithstanding this, R+S shall be entitled to bring action against its contractual partner in any other court, which has a legal basis to deal with the dispute.B.8.02
German law shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).C. General terms of service
C.1. Confirmation of order
C.1.01
All orders placed by R+S shall be governed exclusively by these R+S purchasing and contract conditions. Otherwise, the contractual relationship between R+S and its business partners shall be governed solely and exclusively by these Terms and Conditions, even if no special reference is made thereto for individual transactions. Terms and conditions of the business partners of R+S shall not apply; this shall apply without explicit exception being required in an individual case.C.1.02
The content of a contract shall be dependent on written order confirmation from R+S, where necessary in connection with the service description from R+S. Verbal agreements in connection with the conclusion of contracts that are made with R+S employees, who are not authorised to represent the company, shall likewise require written confirmation from R+S to be effective.C.1.03
Specifications regarding the products and services of R+S, shall only be attributed to R+S if these specifications originate from R+S or are made on the express instructions of R+S or have been expressly authorised by R+S or R+S has known about these specifications for four weeks and has not distanced itself from them. Appointed dealers and customers of R+S, who act as resellers, shall count as agents of R+S in the sense of § 434 Paragraph 1of German Civil Law (Bürgerliches Gestezbuch - BGB). A sufficient correction of specifications in the sense of § 434 Paragraph 1 BGB can in any case be made on the R+S home page, at the www.roehr-stolberg.de.C.1.04
Specifications that can be attributed to R+S, which contain measurable values, shall be understood as including a tolerance of ± 10%.C.2. Retained rights/ copyright
C.2.01
Designs, models, installation diagrams, layout and other drawings, text documentation etc. produced by R+S shall remain the property of R+S, even if the customer has made payment for the work.R+S exclusively shall retain the rights of use for these items.
C.2.02
R+S shall be entitled to attach its own logos and trademarks. The customer is prohibited from removing any such marks applied by R+S.C.2.03
The customer is responsible for ensuring that any documents, designs, plans, texts, trademarks and such like that it provides may be used legally.C.2.04
R+S has sole copyright for control software and other software, which is delivered with the systems.Only the simple right of use for the software is transferred, which only covers use of the software to operate the individual contractual system.
C.2.05
Any copying or other use of the software is illegal.C.2.06
Decompiling the software is not permitted. If the customer requires interface information, R+S shall disclose the software interfaces on request. Only if R+S does not comply with this request within a reasonable time period is the customer permitted to decompile the parts of the software, which are necessary to analyse the interface. A period of at least four weeks shall be considered reasonable.C.3. Shipping/bearing of the risk
C.3.01
R+S reserves the right to choose the shipping method, unless a particular shipping method has been specifically prescribed.C.3.02
The buyer shall assume all risks once the goods have left the premises or warehouse of R+S. The consignment shall only be insured at the customer's request and expense.C.3.03
If shipment is delayed owing to circumstances for which the buyer is responsible, the risk shall pass to the buyer once the shipment is ready for shipment or upon provision on the agreed delivery date. This shall also apply in other cases, in which R+S is not responsible for the delay in shipping.C.4. Delivery time
C.4.01
Any delivery periods agreed shall apply ex works, unless expressly agreed to the contrary.Such delivery periods shall commence at the time designated in the order, but not before the documentation, permits, release orders and shipping addresses to be supplied by the customer are present, all details of the order have been clarified and the customer has provided all agreed progress payments or securities.
If a delivery period has been agreed, it shall be extended appropriately, if the customer is behind in the provision of documentation, permits, shipping address details, progress payments or securities, which it must provide.
If a delivery date has been agreed, it shall be postponed appropriately, if the customer is behind in providing the documentation, permits, shipping address details, progress payments or security, which it must provide.
A corresponding postponement of delivery dates or extension of delivery times shall also occur if the requirements for the services to be provided by R+S, which the customer must fulfil itself or through third parties, are not fulfilled in good time.
C.4.02
If the customer wishes to make changes to the order after the order has been confirmed, the delivery period shall only commence once the change is confirmed by R+S. The delivery date shall be postponed accordingly.C.4.03
The delivery period shall be extended appropriately in the event of unforeseen impediments, which R+S cannot prevent despite having exercised reasonable diligence in accordance in the circumstances, e.g. a total or partial failure on the part of subcontractors, for which R+S is not responsible. In such cases, R+S can withdraw from the contract.C.4.04
A claim for damages in lieu of performance or damages due to delay is excluded in cases under C.4.03, provided that R+S informed the customer immediately about the impediment to performance.C.4.05
The same shall apply for transactions, which must be carried out within a set time limit, if the delays mentioned are not resolved in time.C.4.06
Any compensation due to delay, which may be payable by R+S, is limited to the consequential damages.C.5. Partial / excess and short deliveries
C.5.01
R+S is authorised to deliver up to 10% more or less, without this constituting a breach of obligations. Partial deliveries are also permissible to an extent reasonable for the customer.C.5.02
If R+S makes use of its right to partial delivery or delivery of a smaller or greater quantity, payments for goods, which have already been delivered, cannot be withheld on these grounds.C.6. Prices
C.6.01
Unless agreed to the contrary, all prices shall apply ex works or ex stock, excluding packaging.C.6.02
If packaging is required, R+S packages according to the existing regulations and proceeds according to § 4 Packaging Ordinance (VerpackV).C.6.03
Prices are quoted exclusive of VAT; the same being true of costs and interest.C.6.04
If the cost factors change after order confirmation, in particular prices for raw materials or auxiliary supplies, salaries and transport costs, R+S may adjust the prices accordingly, if the period between order confirmation and delivery exceeds four months.C.6.05
The hourly rates, surcharges etc. of R+S apply for every normal hour of travel, maintenance or work, based on the relevant collectively agreed working week.Travel times are calculated without any overtime surcharges.
However, travel times in motorised vehicles count as normal working hours with overtime surcharges.
R+S calculates a daily allowance (for food and local accommodation) for every day of work and travel. If installation or other customer service is continued after a weekend, a daily allowance or travel costs shall be paid at the discretion of R+S, provided that nothing has been expressly agreed to the contrary.
Public holiday surcharges and daily allowance are also charged for local public holidays.
Travel costs are billed as follows:
- Air journeys: Economy class
- Rail journeys: First class
- Local journeys: Taxi and if necessary porters
- Company vehicle: Flat mileage rate according to our current invoice rates.
C.6.06
Travel time and travel expenses for the return journey can only be entered retrospectively on the job documents or timesheets.C.6.07
The aforementioned invoice rates used by R+S are based on current salaries, wages and hourly rates. If the costs mentioned here change, R+S reserves the right to make a corresponding change to the invoice rates. The current invoice rates shall be sent to the customer on request.C.6.08
If there is a delay to installation, commissioning, maintenance, repair or another service for reasons beyond the control of R+S, the buyer must bear all resulting costs, in particular maintenance costs, and extra travel costs and expenses for staff sent in by R+S and by subcontractors commissioned by R+S incurred as a result of the delayC.6.09
The legal consequences described in C.6.08 shall also apply if the buyer is responsible for the reasons for the delay.C.7. Terms of payment
C.7.01
The provisions of the German VAT Act (Umsatzsteuergesetz) shall be applied for progress payments.C.7.02
Unless agreed to the contrary, payments shall be due immediately.C.7.03
Payments to be made to R+S shall be due 10 days after the invoice date at the latest. If this date is exceeded, the party owing money shall be considered to be in default.C.7.04
If the customer defaults on payment, R+S can demand default interest of 10 % above the base lending rate. This shall not affect the right to furnish proof of and assert damages going beyond this.C.7.05
The place of performance for all payments is the company headquarters of R+S.C.7.06
The customer can only offset payments against undisputed or legally established claims.C.7.07
The customer has no right to withhold payments.Rights pursuant to § 320 BGB shall, however, remain intact as long as and in so far as R+S has not fulfilled its warranty obligations.
C.7.08
If R+S accepts cheques for payment, this occurs only as performance in fulfilment of an obligation.C.7.09
Payment by bill of exchange is not possible; bills of exchange are not accepted by R+S as payment. If R+S accepts bills of exchange on the basis of a specific agreement to the contrary, this occurs only as performance in fulfilment of an obligation.C.7.10
Bills of exchange accepted by way of exception must be discountable. Discount charges and other costs shall be for the buyer's account and are due immediately without discount following invoicing.C.7.11
In the case of exceptional settlement by bill of exchange, R+S can, without the need for a separate agreement on this matter, demand immediate payment of all otherwise uncontested deliveries, open or still not due, if the invoiced discount charges are not paid within 8 days, the bill of exchange received is not discounted by our bank, discounted bills of exchange are redebited or a bill of exchange is not honoured.The same shall apply if a cheque from the customer is not honoured or, where deferred payment by instalments has been agreed pursuant to the Instalment Act, if the customer defaults on two consecutive instalments.
C.7.12
If following the conclusion of the contract - in cases where a declaration of intent to conclude the contract is additionally required from the customer, after the last declaration of intent to conclude the contract issued by R+S - the financial circumstances of the customer deteriorate considerably and, for example, a bill of exchange and/or cheque fails to clear, R+S shall have the option to demand either advance payment or provision of security for all outstanding goods and services resulting from contracts under the same legal relationship (§ 273 BGB). If the customer does not comply with this demand, R+S can withdraw from the aforementioned contracts or, after setting a deadline, demand damages in lieu of performance in the amount of 25% of the order which was not carried out, without further proof, provided that the customer does not prove lesser damages. R+S shall also be entitled to demand compensation for damages above and beyond the flat rate.C.8 Duty to inspect goods and to give notice of defects
C.8.01
Deliveries from R+S, including drawings, implementation plans, project proposals etc. are to be checked by the customer immediately following delivery to ensure that they are usable and in order.C.8.02
Obvious defects must be reported to R+S in writing within six days of delivery to the specified address, citing precise details of the specific complaints.C.8.03
In the case of direct delivery of the goods to third parties, the notice period shall be extended to 14 days.C.8.04
The customer must also give notice of hidden defect in the same way immediately following discovery.C.8.05
If the customer does not comply with the obligations stated under C.8.01 to C.8.04, any warranty claims shall be excluded.C.9. Warranty
The following warranty limitations do not apply for damages resulting from loss of life, physical injury or damage to health, that are due to a wilful or negligent breach of duty by us or one of our legal representatives or vicarious agents. Nor does it apply if damage is due to criminal intent or to gross negligence.C.9.01
The term of the warranty shall be for 12 months. Any liability or warranty for minor breaches of duty or slight faults is excluded. In cases where the customer is entitled to subsequent performance (repair or replacement delivery), R+S shall decide whether this is to be effected by repairing the faults or by means of a replacement delivery of fully-functional goods.C.9.02
Work carried out on goods supplied by R+S or services provided by R+S shall only be deemed to represent the rectification or repair of faults,- if the fault has been expressly recognised by R+S
- or if proof of notices of defects have been furnished
- and if these proven notices of defect are justified.
C.9.03
Repairs or replacement deliveries by R+S shall also be carried out as extra services, if they do not occur explicitly in recognition of a legal obligation.C.9.04
If the warranty period is suspended or interrupted because of work conducted or replacement deliveries made by R+S, this suspension or interruption shall only relate to the functional unit affected by the delivery of replacements or repairs.C.9.05
The buyer must give R+S the necessary time and opportunity to carry out repairs and deliver replacements under warranty. Only in urgent cases endangering operational safety, and to prevent disproportionately large damages, in which case R+S must be notified immediately, or if R+S has delayed in remedying a fault, shall the buyer have the right to remedy the fault itself or through third parties, and to demand the reimbursement of necessary costs from R+S.C.9.06
In so far as subsequent performance (repair or replacement of faulty goods) to be performed at the option of R+S, has not remedied the fault after a reasonable number of attempts (to be judged on a case-by-case basis), the customer shall be entitled to withdraw from the contract. The number of attempts at subsequent performance considered reasonable shall be at least three. The number of attempts at subsequent performance, after which the customer has the right to withdraw, must refer to a specific functional unit covered by the contract. Irrespective of whether the same functional unit covered by the contract is affected, the customer shall have the right to withdraw if the number of individual faults renders it unreasonable for the customer to honour the contract.C.9.07
If R+S refuses to provide subsequent performance although the customer is entitled to such, the customer shall be entitled to the right to withdraw immediately.C.9.08
The same shall apply if R+S has not provided subsequent performance, to which R+S is entitled, within a suitable period of grace to be set by the customer.C.9.09
The customer shall only be entitled to a reduction in price (abatement) if R+S agrees to it.C.9.10
Any further claims on the part of the customer are excluded.C.9.11
No guarantee is assumed for damages, for which R+S is not responsible. This includes, for example, damages that have occurred for the following reasons: inappropriate or incorrect use, incorrect installation or commissioning by the buyer or third parties, natural wear and tear, incorrect or negligent treatment, inappropriate working materials or replacement materials, faulty construction work, inappropriate location, chemical, electromagnetic, electrochemical or electrical influences, provided these cannot be traced back to the responsibility of R+S.C.9.12
R+S shall not assume any warranty for components provided by the customer.The customer alone shall be responsible for the suitability and condition of such components, unless expressly agreed to the contrary.
C.9.13
Failure on the part of the customer to observe the operating and maintenance instructions, which leads to damage, shall exempt R+S from any liability and warranty.C.9.14
In the event of failure on the part of the customer to observe the operating and maintenance instructions, it shall be assumed that any damage that occurs is attributable to this. In this case, the burden of proof shall lie with the customer to show the opposite.C.9.15
In the case of systems supplied by R+S, which are installed or operated outside Germany, although the relevant contract was concluded with a subdivision or head office of the customer located in Germany, the customer shall bear any additional costs (transport costs, travel costs and other expenditure) incurred in connection with any and all services under warranty provided by R+S beyond the borders of Germany.C.10 Compensation
C.10.01
The limitations of liability contained in these Terms and Conditions shall not apply for damages resulting from loss of life, physical injury or damage to health. Otherwise, the following provisions shall apply.C.10.02
R+S shall only be liable for damages caused deliberately or through gross negligence by R+S, one of its legal representatives or vicarious agents.Insofar as a further limitation is not legally permissible, this limitation of liability shall apply only for breaches of duties that do not constitute cardinal obligations or material contractual duties.
Otherwise, liability is excluded.
If R+S is obliged to pay compensation, R+S shall be liable, according to the following provision, only for direct damages, and not for damages that do not directly affect the delivery item itself.
C.10.03
Liability for consequential damages resulting from a breach of duty, even within the framework of an obligation for subsequent performance, is excluded.C.10.04
The same shall apply to damages resulting from tortious acts.C.10.05
In addition to the aforementioned provisions, R+S shall be liable for damages going beyond those incurred by the delivery item itself, only in cases of intent or gross negligence, or within the framework of product liability law (Produkthaftungsgesetz) or in the absence of explicitly assured properties, where such assurance had been given with the specific purpose of protecting the buyer from damages that did not directly affect the delivery item itself.C.10.06
R+S shall only be liable for typical, reasonably foreseeable damages, unless there is a case of intent or gross negligence.C.10.07
Even in the event of liability for breach of material contractual obligations, liability shall not extend to the compensation of consequential damages.C.11. Call orders
C.11.01
If call orders are not called within four weeks after expiration of the call period, R+S shall be entitled to demand payment.C.11.02
The same shall apply for call orders without an expressly agreed call period, if four months have elapsed without call since the communication of readiness for shipping from R+S.C.12. Storage / Delay in acceptance
C.12.01
If, by way of exception, temporary storage of finished goods on the premises of R+S is expressly agreed or becomes necessary due to delay in acceptance, R+S shall not be liable for damages that occur despite taking reasonable care.C.12.02
R+S is also not under any obligation to insure stored goods.C.12.03
In the event of a delay in acceptance, R+S shall be entitled to place the goods in commercial storage at the customer's risk and expense.C.12.04
In the event of storage at R+S, R+S can charge 0.5% of the invoice amount per month, however at least € 30.00, and a further € 25.00 per month upwards of each second full cubic meter of goods.C.12.05
The two clauses stated above shall also apply if shipment is delayed at the request of the buyer by more than two weeks beyond the announced date of readiness for shipment.C.12.06
If the customer does not accept the ordered goods despite a delivery period being set, R+S shall, irrespective of the proof of damages, be entitled to demand 25% of the agreed price as a lump-sum payment in lieu, unless the customer can prove a lesser damage.C.13 Retention of title
C.13.01
All deliveries are subject to the retention of title.C.13.02
This retention, including the following extension, shall apply until payment has been made of all outstanding amounts arising in connection with the business relationship with the customer, and until R+S is completely released from contingent liabilities, into which it has entered in the interests of the customer.C.13.03
The pledging of the delivered items is not permitted.C.13.04
R+S shall be entitled to reclaim its reserved goods for good cause, in particular in the event of default of payment, taking into account the proceeds of commercialisation. Reclaiming goods shall not constitute withdrawal from the contract.C.13.05
If and to the extent that the goods taken back by R+S can be sold elsewhere as new in the ordinary course of business, the customer shall owe 10 % of the invoice value as reclamation costs, without the need to furnish further proof. If the goods cannot be sold as new in the ordinary course of business, the customer shall owe a further 30% of the invoice value of the goods for depreciation, without the need to furnish further proof. In either case, the customer shall be entitled to prove a lower percentage.C.13.06
R+S reserves the right to assert damages going beyond this.C.13.07
Any handling and processing of goods delivered by R+S shall always be carried out on behalf of R+S, so the goods, to the exclusion of the legal consequences of § 950 BGB, shall remain the property of R+S at every stage of handling and processing, even as a finished product. If the reserved goods are processed with other goods also delivered to the exclusion of the legal consequences of § 950 BGB, R+S shall acquire at least co-ownership of the new object in the ratio of the invoice value of the R+S goods to the invoice value of the other processed goods.C.13.08
The customer herewith assigns in advance all claims from the resale, processing, installation and any other use of our goods to R+S. Insofar as the products sold, processed or installed by the buyer also contain items, which are not the property of the buyer, and for which other suppliers have similarly agreed retention of title with a divestment clause and assignment in advance, the assignment shall occur to the level of joint ownership held by R+S, which corresponds to a fraction of the claim, otherwise in full.C.13.09
The sequestration authority, which remains with the buyer despite assignment, shall expire through a revocation, which can occur at any time.C.13.10
If the value of the collateral to which R+S is entitled exceeds R+S's claim against the buyer by more than 20%, R+S shall be obliged at the buyer's request to release collateral in the corresponding volume at R+S's option.C.14. Place of performance and delivery
C.14.01
The place of performance and delivery for services to be provided by R+S is always the factory of R+S.C.14.02
The place of delivery is the factory or the warehouse of R+S, in particular also then when R+S undertakes the transport itself.C.15. Jurisdiction and substantive law
C.15.01
For all disputes arising from transactions, which are based on these Terms and Conditions, with merchants, legal entities under public law and public special funds, Bielefeld shall be the place of jurisdiction. Irrespective of this, we shall be entitled to bring action against the business partner in his place of business.C.15.02
Similarly, these Terms and Conditions shall be governed exclusively by German law. This is to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) or other uniform laws.C.16. Definitions
C.16.01
All titles in the R+S Terms and Conditions are only intended to ease legibility and have no bearing on the meaning and interpretation of the individual provisions.C.16.02
Declarations sent by fax, telex or email shall also to be seen as written declarations of intent and knowledge in the sense of the R+S Terms and Conditions.C.16.03
Delivery dates describe a point in time, whether it is a specific day or a calendar week or similar, on which the delivery is to take place.Delivery periods describe the period of time within which a delivery is to take place.
Delivery time is the generic term for both delivery dates and delivery periods.
