General terms and conditions of sale and delivery for Rauch GmbH customers
Our general Terms and Conditions shall form the basis of our collaboration
Section 1 Scope
a) The following General Terms and Conditions of Sale and Delivery (‘T&Cs’) shall exclusively apply to all of our offers, deliveries and services.
b) The following Terms and Conditions apply solely to traders.
c) A trader means a natural or legal person or a partnership with legal personality who or which, when concluding a legal transaction, acts in exercise of their trade, business or profession.
d) Any other General Terms and Conditions of the Customer shall not form part of this Agreement,
including in the event of delivery, even without our express objection.
e) Our T&Cs shall also apply to ongoing business relations without direct reference to future offers, deliveries and services to the Customer.
f) Orders are processed from all EU member states and Switzerland, and deliveries are typically only made to these countries.
g) Special, supplementary agreements can be arranged for deliveries to third countries.
Section 2 Conclusion of the Contract
a) Our offers are revocable at any time and are only to be understood by the Customer as an offer to enter into a contract with the provider pursuant to Section 145 BGB [German Civil Code]. A contract shall only be concluded upon written confirmation or delivery of the ordered goods.
b) After entering your personal details and clicking on the “Order” button, you are placing a binding order of the goods placed in your shopping basket in the online shop.
c) We may refuse to accept the order and subsequent order deliveries without providing any reasons.
d) All information provided in brochures, adverts, on our web pages, etc. are non-binding, including prices.
e) For the scope of delivery and performance, our written order confirmation or, where this cannot be provided, our offer shall be applicable. Any other agreements or amendments require our written confirmation in order to be deemed valid.
Section 3 Prices, Terms of payment
a) All payments must be made exclusively to us in EURO.
b) Unless otherwise agreed, the price lists and freight costs applicable on the date of placing the order shall be valid. Payment is due immediately and upon receipt of invoice.
c) The minimum order value is 30 euros.
d) Any associated delivery costs shall be indicated when ordering goods in the online shop and can be viewed on our website.
e) Unless otherwise stated in the order confirmation, prices are applicable ‘ex works’ (EXW,
Incoterms 2000). The Customer shall also be required to pay any freight, customs, import duty
and packaging costs.
f) Value-added tax is calculated separately unless otherwise explicitly indicated in the offer/individual agreement. Where applicable, this shall then be calculated at the statutory amount on the date of invoice creation.
g) In the case of orders with an agreed delivery time of longer than 4 months, we reserve the right to increase our prices to reflect any change in costs. Should this amount to more than 5% of the agreed price, the Customer shall be entitled to terminate the contract (right of cancellation or withdrawal).
h) In the case of blanket and call-off orders, we reserve the right to adjust the prices for any outstanding orders, with a notification period of four weeks, in the event of significant material price fluctuations during this period, should our overall costs increase by more than 5 percentage points due to increases in the price of materials, salary increases or rising energy costs. Should this price increase exceed 10 percentage points, the Customer is entitled to withdraw from the agreement.
i) Unless otherwise stated in the order confirmation, our invoices are payable immediately and without deduction. Trade-related discounts require a separate written agreement.
j) All payments shall be offset against the costs first, then subsequently the interest and finally the oldest debt, regardless of any other provisions by the Customer.
k) The Customer may only offset or assert retention rights if their claims are undisputed or legally established.
l) The persistent failure to comply with terms of payment or circumstances which give reason to serious doubts as to the
creditworthiness of the Customer shall result in immediate maturity of all our
claims. We are furthermore entitled in this event to claim payment in advance for any outstanding
deliveries and to cancel the agreement upon unsuccessful expiration of a reasonable
period of time.
Section 4 Delivery and purchase obligation
a) Deadlines and dates specified by us apply only approximately unless
otherwise expressly agreed in our letter of confirmation.
b) The agreed delivery date shall become effective upon conclusion of the contract. Agreed delivery deadlines are not considered fixed deadlines; partial deliveries are permitted. The delivery deadline shall be deemed met if the object of delivery has left our warehouse in due time or is marked as ready to ship to the Customer if delivery is delayed or impossible for reasons out of our control.
c) Should an agreed delivery deadline be exceeded due to our own fault, the Customer shall be entitled, upon expiration of an appropriate additional grace period, to demand compensation for the delay or to withdraw from the unfulfilled part of the contract where the Customer has requested partial deliveries. Compensation for delays may not exceed a total of 5% of the value of the delivery part which has not been received in due time. The Customer shall only be entitled to withdraw from the contract if they themselves are not in default of acceptance. The Customer reserves the right to provide evidence of a higher amount of damages. Further claims by the Customer shall exist only subject to the provisions of Section 8 below.
d) Deliveries, appropriate partial deliveries and reasonable deviations from the order quantities carried out prior to the expiry of the delivery time are permissible within a range of plus/minus 10%.
e) In the event of force majeure or other circumstances beyond our control which significantly impede, delay or prevent us from carrying out a delivery, we are entitled, even if they occur at our suppliers’ premises, to postpone the delivery for the term of the delay including a reasonable additional period, or to withdraw in whole or in part from the contract. Strikes, lockouts or unforeseeable unavoidable circumstances such as disruptions to operation or the delivery of defective materials by our suppliers, which make timely delivery impossible for us in spite of reasonable effort, are treated as equivalent to force majeure. This shall also apply if the abovementioned hindrances occur while behind schedule or at a supplier’s premises. The Customer may request us to declare within two weeks whether we want to withdraw from the contract or deliver within a reasonable grace period. If we do not provide this information, the Customer may withdraw from the unfulfilled part of the contract. We shall notify the Customer without delay in the event of force majeure.
Section 5 Shipping, Transfer of risk
a) Unless otherwise agreed, we shall choose the packaging, type and method of dispatch.
b) Our deliveries are ex works unless otherwise agreed.
c) The risk is transferred to the Customer upon handover to the carrier, freight forwarder or other party appointed to carry out delivery; this shall also apply where we
assume the transport costs. In the event of delivery or shipping delays which are the responsibility of the Customer, the risk is transferred to the Customer upon
notification of the readiness for shipment.
d) The goods may be insured upon written request from the Customer and at their expense.
e) The Customer is obliged to inspect the goods for transport damage upon receipt. The Customer is obliged to note any obvious signs of transport damage in detail on the shipping document. Under no circumstances should this shipping document be signed as this may prevent the right to exercise any claims for damages from the carrier.
Section 6 Retention of title
a) The sold goods shall remain our property until all receivables arising from our business relationship have been settled.
b) Processing of the goods subject to retention of title shall be effected on our behalf as the manufacturer pursuant to Section 950 BGB. In the event of
processing of goods not belonging to us, we shall acquire co-ownership of the new goods in proportion to the value of the goods subject to retention of title to the total value of the new goods. Combining, mixing or processing of the goods delivered is permissible in line with paragraph f) below,
provided that the foregoing rights of security are not violated.
c) The Customer may sell the retained goods and the goods resulting from the processing as described in the preceding provision (b) in the orderly process of business insofar as they assure the extended retention of title (assignment against claims pursuant to the following provision (d)).
d) The Customer hereby assigns any receivables to us to which they are entitled under the sale of or for any other grounds. We accept the assignment. Where the retained goods were co-owned by us, the assignment shall encompass only that share of the claims which relates to the co-ownership share.
e) The Customer is authorised to collect assigned claims on a revocable basis in the course of ordinary business. In the event of withdrawal, the Customer is required at our request to notify those owing the assigned accounts receivable of the assignment; we are likewise entitled to reveal the prolonged retention of title to the Customer’s buyer. The Customer is obliged to inform us of the name or company of the Customer’s buyer and their address in the event of revocation of direct debit.
f) The Customer’s authorisation to retain the goods that are subject to retention of title as well as process, reorganise and combine these goods and collect the assigned claims shall lapse, without any express revocation being required, upon non-compliance with payment terms or if insolvency proceedings have been initiated against the Customer or a third party, or upon becoming aware of a substantial worsening of the Customer’s financial situation. In these cases, we are entitled to take possession of the retained goods after the fruitless expiration of a reasonable time limit. The Customer shall be obliged to hand over the goods. The Customer is obliged to notify us of the name or company of the debtor of the assigned receivables. We are entitled to reveal the prolonged retention of title to the Customer’s buyer.
g) We are entitled to insure the delivered item at the Customer’s expense against theft, fire and water damage, and other damage if the Customer has not demonstrably taken out an appropriate insurance policy themselves. If the Customer has insured the delivered item against theft, fire and water damage, and other damage, they shall relinquishes us from any responsibility for the insurance of the goods pertaining to this agreement.
h) The Customer is not entitled to pledge the delivered goods or assign them as security. The Customer must notify us immediately in the case of pledges and seizure or other orders by third parties.
i) In the event that the Customer should act contrary to the terms of this contract, in particular in case of default of payment, we shall be entitled to take back any goods that are subject to retention of title from the Customer after a reminder. Exercising a simple or extended retention of title and pledging the goods delivered by us shall not constitute a withdrawal from the agreement provided that the provisions for the revocation and return of goods as stipulated in Sections 355 ff BGB do not apply.
j) If the value of all collaterals held by us exceeds our total claims by more than 20%, we shall, at the request of the Customer, release collateral of our choice to the extent of the excess.
Section 7 Warranty
a) We are to be held responsible for material defects and defects of title according to the following
b) Any statements made by us are only to be seen as handover of a quality guarantee if
expressly indicated as such.
c) The Customer is obliged to immediately inspect the goods delivered for any obvious defects. Any obvious defects must be reported to us in writing within 5 days of the delivery. In the case of hidden defects, the notification of defect must be reported immediately after its discovery. Any infringement of the duty to inspect the goods and notify us of any defects shall be considered as accepted with respect to the defect concerned. Any obligations for traders to inspect and notify of defects pursuant to the HGB [German Commercial Code] shall remain unaffected.
d) Unless otherwise agreed, all claims for defects are subject to a limitation period of 12 months after the transfer of risk.
e) Unless otherwise stipulated in Section 7, our warranty for defects in quality and title shall be limited to subsequent rectification. As part of our obligation of subsequent rectification, we shall be entitled to remedy the defect or deliver a replacement. If we fail to comply with said obligation within a reasonable period or if the remedying fails despite repeated attempts, the Customer shall be entitled to reduce the purchase price or to withdraw from the contract. Rescission of the contract is not permitted where an insignificant defect exists. In addition, provided we have made partial deliveries that are free of defects, the rescission of the entire contract shall only be permissible if the Customer’s interest in the partial deliveries made has demonstrably ceased. Further claims, in particular claims for reimbursement of expenses for damages, shall only accrue within the framework of the regulations in Section 8. Replacement parts must be returned to us upon request at our cost.
f) The Customer must return the defective goods to us for repair or replacement
unless this is not possible due to the nature of the delivery. We shall bear the transport costs incurred for the purpose of retroactively fulfilling the contract, however only from the location to which the goods sold
were delivered and only up to the maximum amount of the purchase price. The Customer shall bear
the risk associated with the accidental destruction or accidental deterioration of goods during the return journey. Replacement goods delivered or parts thereof shall remain our property.
g) The Customer shall allow us the necessary time and opportunity to repair or replace the goods. Only in urgent cases where there is a risk to operational safety, to avert disproportionate further damage or in the event of delayed rectification of the defect on our part, and after notifying us in advance, shall the Customer be entitled to rectify the defect themselves or have the defect rectified by third parties and demand reimbursement of the necessary costs from us.
h) We are under no warranty obligation if the product is modified by the Customer and the defect has clearly arisen as a result of this modification. We are furthermore not liable for damages caused due to improper use or deliberate destruction.
Section 8 Liability
a) In the event of damage, our liability, for whatever legal reason, shall be limited to
l) intentional or gross negligence on our part, on the part of our employees or vicarious agents.
II) cases of negligent injury to life, body or health
III) culpable breach of contract
IV) defects which we have fraudulently concealed or whose absence we have guaranteed
V) liability for personal injury or damage to property for private use under the Product Liability Act.
VI) We accept no liability for any other damage claims.
b) In the event of breaching essential contractual obligations, our liability shall nevertheless be limited to reasonably foreseeable damage that is typical of the contract. Typical, reasonably foreseeable damage shall be set at the amount of the contractual value of the performance concerned.
Section 9 Data protection
a) We use the data shared by you for the sole purpose of fulfilling and processing your
b) Your data will be passed on to companies contracted with effecting delivery where this is required for the purpose of delivery (name, address, telephone number where required for arranging delivery dates).
c) Where required, we may pass on your payment information to our principal bank for the purpose of processing payment.
d) This data is not passed on to third parties. You have the right to be provided with information free of charge relating to your stored data and, where applicable, the right to have this data rectified, blocked or erased. Please contact us directly if you have any questions about the collection, processing or use of your personal data, or for information, rectification, blocking or erasure of data.
Section 10 Final provisions
a) The place of performance for all claims arising from the business relationship is Spaichingen.
b) The place of jurisdiction for all disputes arising from the business relationship shall be the court of justice in whose district we have located our headquarters. We are also entitled to bring action against the Customer in the jurisdiction of their principal place of business.
c) The law of the Federal Republic of Germany shall exclusively apply to these T&Cs and all legal relations between us and the Customer. The application of Private International Law and the UN Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.
d) Should individual provisions be or become ineffective, this shall not affect the validity of the remaining provisions. The entire or partially invalid provision shall then be replaced by a provision whose economic purpose comes as close as possible to that of the invalid provision.
e) Amendments to these T&Cs must be made in written form. The requirement of written form can likewise only be waived in writing.
f) We are not obliged, nor do we take part on a voluntary basis, to participate in out-of-court negotiations before a consumer arbitration board.