General terms and conditions
1.1 The present General Terms and Conditions shall be applicable exclusively for companies, corporate bodies under public law, and public separate estates for the purpose of § 310 para. 1 BGB [German Civil Code].
1.2 Reylaender’s present General Purchasing Conditions shall be binding insofar as they are declared applicable in an offer or order acknowledgement. The suppliers general terms and conditions shall be applicable only if and to the extent Reylaender expressly acknowledges and accepts them in writing.
1.3 All agreements and statements of legal relevance by the parties must be made in writing to be valid.
2. Execution of the Agreement
2.1 Reylaender’s contractual offers shall be subject to confirmation.
2.2 Any order by the customer shall constitute a binding offer which Reylaender may accept within a period of 2 (two) weeks by sending an order acknowledgement or by shipping the goods.
2.3 The customer shall report any discrepancy between the customer’s offer and Reylaender’s order acknowledgement no later than three working days of the date of the order acknowledgement. After the expiration of that period Reylaender shall be entitled to produce and charge the goods in accordance with the order acknowledgement.
2.4 All offers by Reylaender are based on the specifications and plan documents submitted or sent to Reylaender. In the event that such specifications, measurements, or plans are modified subsequently, then the offer shall cease to be binding.
2.5 Reylaender reserves the right to modifications of the construction, choice of material, specifications, and design also after sending an order acknowledgement, insofar as such modifications do not conflict with either the order acknowledgement or the customer’s specifications. In addition, the customer shall consent to further modification proposals by Reylaender insofar as such modifications are just and reasonable for the customer.
2.6 Partial deliveries shall be permissible provided such partial delivery is just and reasonable for the customer.
3.1 All of Reylaender’s prices shall be Euro prices and shall not include the fiscal duties legal and valid on the day of delivery such as VAT and customs duties, unless otherwise agreed. Any discount shall require a separate written understanding.
3.2 If and insofar as Reylaender cannot manufacture or deliver within a period of 6 months of the order acknowledgement due to reasons which lie in the responsibility of the customer, then the customer shall bear all additional costs resulting from cost increases between the execution of the agreement and the delivery. Reylaender may charge the prices valid on the day of delivery. Should the purchase price increase by more than 40 % then the customer shall be entitled to withdraw from the agreement.
3.3 Should Reylaender incorporate customer’s change requests then Reylaender shall charge all additional costs resulting therefrom to the customer.
3.4 If an estimation for the costs is given, then Reylaender shall assume no responsibility for the price basis of such estimate.
4. Terms of Payment
4.1 All Reylaender’s invoices are payable within a period of 30 (thirty) days of the invoice date.
4.2 The customer shall make all payments due Reylaender’s registered office without any discount for expenses, taxes, and fees of any kind. The customer shall bear any transaction fees. Different terms of payment may be agreed upon separately; any such different terms of payment must be made in writing.
4.3 Should the customer be in arrears with payments, Reylaender reserves the right – in addition to legal claims – to promptly cancel any planned deliveries and unilaterally modify the terms of payment.
4.4 Should the customer be in arrears with payments according to 4.1 hereof, then Reylaender shall be entitled to charge statutory interest for delay to the amount of 8 percentage points above the base lending rate, as well as collection expenses.
4.5 Should the customer be in arrears with payments or should an application be filed on instituting insolvency proceedings over the customer’s assets, then Reylaender shall be entitled – notwithstanding further rights – to declare immediately payable any and all claims against the customer and assert all rights from the Retention of Title in accordance with No. 8.
4.6 In the event of a situation as described under No. 4.5, Reylaender shall be entitled to demand advance payments or to perform deliveries only upon cash payment upon receipt of the delivery.
4.7 Any offset and retention shall be excluded unless the offset claim is undisputable and/or is recognized legally binding and final by declaratory judgment.
5. Delivery Period
5.1 A period for performing an obligation shall be binding for Reylaender provided it has been confirmed by Reylaender in writing. Compliance with the period for performing an obligation shall be dependent on the customer’s compliance with its contractual obligations.
5.2 The delivery period shall begin upon acceptance of an order by Reylaender in accordance with No. 2.1 and upon the complete clarification of all technical details. The delivery period shall be deemed observed when the goods have left the premises or the customer has been informed of the goods being ready for collection prior to the expiration of the delivery period.
5.3 The delivery period shall be extended adequately,
– if Reylaender does not receive the specifications required for performing the order in due time, or the customer subsequently modifies or amends such specifications;
– if payments are not made in a timely manner;
– if the customer has not performed required obligations incumbent on customer, or the customer does not offer DVP as agreed upon;
– in event of circumstances which lie not in the responsibility of Reylaender (provided Reylaender acts with the all due and reasonable care) regardless whether or not such events occur at the supplier’s, the customer’s, or at a third party’s premises. Such events shall include without limitation events of force majeure, natural phenomena, severe disruption of operations, shortage of raw materials (in particular due to delay in delivery by steel and aluminum works), strikes, lock-outs, and other unforeseeable events which considerably hinder the delivery or render it impossible.
6. Delay in Delivery, Storage Costs
6.1 The customer shall be entitled to claim compensation for delayed deliveries provided that such delay is demonstrably Reylaender’s fault and the customer can demonstrate a damage resulting from this delay.
6.2 Such compensation for delay in accordance with No. 6.1 shall amount to max. half a percentage point for each full week, however not more than 5 %, calculated on the basis of the contract price of the delayed part of the delivery. The first two weeks of delay shall not constitute grounds for a claim for compensation for delay.
6.3 Upon reaching the maximum amount of compensation for delay, the customer can set Reylaender a reasonable period of grace. Should Reylaender fail to perform within that period of grace due to reasons which lie in the responsibility of Reylaender, then the customer shall be entitled to withdraw from the agreement. In the event of a delay of part of the delivery in accordance with sentences 1 and 2 hereof, the customer shall be entitled to withdraw from the agreement only if and insofar as continuing the agreement is not reasonable and economically acceptable for the customer.
6.4 In the event of a delay of acceptance of goods delivered on the date agreed upon, the customer shall be liable for any and all storage costs resulting therefrom.
7. Risk of Loss
7.1 The risk of loss shall pass to the customer as soon as the customer is notified of the goods being ready for dispatch. If delivery by Reylaender has been agreed upon, then the risk shall pass to the customer as soon as the goods have left the premises for the purpose of shipment. In the event of a delay in shipping due to reasons which lie in the responsibility of the customer, then the risk shall pass to the customer on the day the customer was notified of the goods being ready for dispatch.
7.2 The provisions regarding the transfer of risk in accordance with No. 7.1 shall be applicable even in the event of partial deliveries for the purpose of No. 2.6, or in the event that Reylaender has also accepted other obligations, e.g. bearing the shipping costs, delivery, etc.
7.3 In the event that the customer is in default in accepting the goods, the risk of loss shall still pass to the customer.
8. Retention of Title
8.1 The goods shall remain Reylaender’s property until the full settlement of all claims, including without limitation any additional claims, claims for damages, and cashing checks and bills of exchange.
8.2 The retention of title in accordance with No. 8.1 provides security for all claims Reylaender acquires or subsequently acquires against the customer in connection with the delivery.
8.3 The retention of title in accordance with No. 8.1 shall remain valid and binding even if individual receivables of Reylaender are included in a current account and the balance has been struck and acknowledged.
8.4 Any pawning and/or transfer by way of security of the goods and/or the assigned claims shall not be permissible. The customer shall promptly notify Reylaender about any and all garnishments and shall specify the creditor.
8.5 During the period of retention of title, the customer shall take all measures necessary for protecting Reylaender’s property and shall promptly notify Reylaender in the event of damage. In addition, the customer shall remedy or have remedied any damages in an appropriate and professional way at customer’s expense.
8.6 The customer shall be entitled to sell the delivered goods within the framework of normal business operations. The customer hereby assigns to Reylaender in advance all claims to the purchase price resulting from such resale to the amount of the final invoice amount (including turnover tax).
8.7 Reylaender authorizes the customer to collect such claims until cancelled.
8.8 In the event the customer’s buyer does not pay the objects of purchase in full upon handing over of the objects at the latest, then the customer undertakes to retain the title to the objects of purchase for the purpose of No. 8 hereof. With regard to the buyer, the customer shall exclude any and all pawning and/or transfer by way of security of the reserved goods and/or the assigned claims and shall obligate the buyer to promptly notify Reylaender about any and all garnishments and shall specify the creditor.
8.9 Reylaender shall not collect the assigned claims as long as the customer is meetings its obligation to pay. However, the customer’s collection authorization shall be cancelled in the event the customer is in arrears with payments. In this event or in the event of a cancellation in accordance with No. 8.7 hereof, Reylaender shall have the customer’s authorization to notify the buyers of such assignment and collect the claims itself. Upon request, the customer shall provide the seller with a detailed list of Reylaender’s claims detailing the buyers’s names and addresses, amount of the individual claims, invoice date, etc; provide Reylaender with all information necessary for the assertion of the assigned claims; and permit the verification of such information.
8.10 In the event of an inseparable combination of Reylaender’s reserved goods with other objects, Reylaender shall have co-ownership to the composed objects at the ratio of the final invoice amount of the reserved goods to the purchase price of the objects combined therewith at the time of their composition.
8.11 An assignment by way of security for a claim in accordance with No. 8.6 shall also include all claims the customer acquires against any third party due to a combination of the reserved goods with other objects.
8.12 The retention of title shall remain valid and binding also with regard to Reylaender’s claims resulting from the business transactions until the settlement of all claims in connection with the purchase.
8.13 Upon customer’s request, Reylaender shall waive the retention of title provided the customer has incontestably settled any and all claims in connection with the object of purchase and there is sufficient security for the remaining claims from the current business transactions.
8.14 Upon customer’s request Reylaender undertakes to release securities which the customer has provided to Reylaender under this agreement insofar as such securities are not required any longer for safeguarding Reylaender’s claims from the current business transactions, in particular in the event they exceed the amount of all secured claims by more than 20%.
8.15 The assertion of the retention of title or the garnishment of the delivered goods by Reylaender shall not be construed as a withdrawal from the agreement.
8.16 Any and all claims as well as rights resulting from the retention of title including all forms specified in the provisions herein shall remain valid and binding until the complete release from all contingent liabilities Reylaender has entered into in the interests of the customer.
9. Transport, Insurance, Packaging
9.1 The ordered goods shall be collected at Reylaender’s premises.
9.2 Reylaender shall pack the goods with all due and proper care. The freight carriers and forwarding agencies involved alone shall be liable for any transport damage.
9.3 The customer shall be responsible for insurance cover against loss or damage. In the event that Reylaender takes out any such insurance, it shall do so on customer’s expense.
9.4 The customer is responsible for informing Reylaender about any special requests regarding shipping and packaging. The customer shall bear any additional costs resulting therefrom.
10. Inspection and Acceptance
10.1 The customer shall inspect the delivered goods promptly upon receipt of the delivery. In the event of any defect, the customer shall notify Reylaender in writing of the specific defects within 10 (ten) days of receipt of the goods. Should the defect become apparent later, then the notification of defects shall be made in writing promptly upon discovery of the defect.
10.2 Should the customer fail to comply with its obligations in accordance with No. 10.1 hereof, then the customer’s warranty claims shall not apply.
10.3 The customer may not process nor assemble the defective goods nor use them in any other way.
10.4 The customer shall place the defective goods at Reylaender’s disposal. However, any return shall require the prior express written consent of Reylaender. The goods shall be returned to Reylaender in their original or a similar, adequate packaging, carriage paid.
11.1 Reylaender warrants that the delivered goods are free from defects.
11.2 The condition of a product shall be deemed agreed only in the event the product’s condition has expressly been agreed on.
11.3 Should Reylaender or any staff commissioned by Reylaender give free technical advice, information, or recommendations on possible use and processing of the products, then such advice, information, or recommendations shall in no event be construed as agreement on the condition of the products.
11.4 In the event of defects as to quality, Reylaender shall have the right to remedy such defects or perform a replacement delivery, at Reylaender’s option. Reylaender shall have a period of 20 (twenty) working days for remedying such defects. Reylaender shall be entitled to several attempts to remedy the defects, provided such measure is just and reasonable for the customer.
11.5 Should a defect not be remedied in due time in accordance with No. 11.4 hereof, then the customer may demand an adequate reduction of the purchase price (abatement) or cancel the agreement (cancellation). However, in the event of only a minor infringement of the agreement, in particular in the event of minor defects, the customer shall not be entitled to cancel the agreement. Should the customer demand a cancellation of the agreement after failed supplementary performance, then the customer shall not be entitled to additional claims for damages on grounds of the defect.
11.6 The warranty shall expire if the customer or a third party perform any improper modifications or repairs, or – in the event of a defect – if the customer fails to promptly take all required measures for containing the damage and give the supplier the opportunity to remedy the defect.
11.7 The warranty period shall be one year of the delivery date.
11.8 Any liability for further damages shall be excluded unless there are legal requirements and/or legal regulations regarding the product liability conflicting with this provision.
12.1 Any claims for damages shall be excluded, regardless of the type of breach of duty including unlawful acts, unless there has been a willful or grossly negligent act.
12.2 In the event of a breach of important contractual obligations (cardinal obligations), Reylaender shall be liable for any negligence, however only to the amount of the foreseeable, immediate average damage typical for the kind of contract.
12.3 The limitations of liability in accordance with No. 12.1 and No. 12.2 hereof shall not apply to any claims in accordance with the product liability law, as well as to damage to live, body or health.
12.4 Insofar as supplier’s liability is excluded, this shall also apply to supplier’s employees, staff, agents, and vicarious agents.
12.5 Any further warranty and liability of the supplier exceeding those stipulated in No. 11 and No. 12 hereof shall be excluded, regardless of the legal foundation of the asserted claim. This shall apply in particular to any claims for damages on grounds of default at the time of execution of the agreement, other breaches of duty, or tortuous claims for damages.
13. Applicable Law, Place of Jurisdiction
13.1 The present agreement shall be governed by and construed in accordance with German law.
13.2. The UN Convention on Contracts for the International Sale of Goods (the so called Vienna Convention on the Law of Treaties of April 11, 1980) shall be excluded.
13.3 Reylaender’s registered office shall be the place of jurisdiction.