Terms of Delivery and Payment of Technische Leuchten Rudolf von Prusky GmbH (RvP) Status: 01.10.2019
I. General information
1. Our terms and conditions of sale and delivery apply exclusively; we do not recognise any general terms and conditions of business of the customer that conflict with or deviate from our terms and conditions of sale and delivery unless we have expressly agreed to their validity in writing.
2. Our Terms and Conditions of Sale and Delivery shall apply even if we are aware of the customer's terms and conditions that conflict with or deviate from our Terms and Conditions of Sale and Delivery, execute the delivery without reservation and have not expressly objected to them.
II. Conclusion of contract
Our offers are - unless otherwise agreed - always non-binding and subject to change. The right of prior sale is always reserved. All contracts are only concluded upon receipt of the written order confirmation by RvP, at the latest upon execution of the delivery. Deviations from illustrations (brochures etc.) and descriptions, as well as technical changes, and the correction of printing errors and mistakes are reserved.
RvP reserves the right to make changes in color, form and material of deliveries, especially if they are required for technical or safety reasons.
RvP does not grant a guarantee for subsequent purchases unless this has been expressly agreed upon beforehand.
1. The prices are pure net prices plus the legally prescribed value added tax and are not free, plus shipping and packaging.
We reserve the right to change any price lists. Misprints and errors in pricing are reserved. The prices valid on the day of delivery will be charged.
2. Price changes are permissible if there are more than four months between the conclusion of the contract and the agreed delivery date.
If wages, material costs or market cost prices increase thereafter until completion of the delivery, RvP shall be entitled to increase the price appropriately in line with the cost increases. The customer shall only be entitled to withdraw from the contract if the price increase exceeds the increase in the general cost of living between order and delivery by more than an insignificant amount.
If Customer is a merchant, a legal entity under public law or a special fund under public law, price changes in accordance with the above provision shall be permissible if more than six weeks lie between conclusion of the contract and the agreed delivery date.
3. RvP shall be entitled to charge a minimum quantity surcharge of € 10.00 provided that the net order volume does not exceed € 100.00.
IV. Delivery and shipping
1. Delivery and performance dates are only approximate and are not binding for RvP. In the event of our delay in delivery and performance, Customer shall grant us a reasonable grace period of 6 weeks.
The delivery period shall be extended in the event of measures within the scope of force majeure, e.g. labour disputes, in particular strikes and lock-outs, as well as in the event of unforeseen obstacles beyond our control such as breakdowns, delays in the delivery of essential materials, insofar as such obstacles demonstrably have a considerable influence on the delivery of the delivery item. This also applies if the circumstances occur at subcontractors. The delivery period shall be extended in accordance with the duration of such measures and obstacles.
We are also not responsible for the above-mentioned circumstances if they occur during an already existing delay. In important cases, we will inform the customer as soon as possible of the beginning and end of such obstacles.
2. RvP reserves the right to make partial delivery and partial performance. Such partial deliveries and partial performance may be processed and invoiced separately.
Deliveries shall only be made in standard packaging. Packaging shall become the property of Customer, except for means of transport with a deposit (e.g. Euro pallet). RvP shall be entitled to charge the Customer the value of the deposit.
3. The risk shall pass to the Customer upon delivery to the transport company, this shall also apply if RvP chooses the means of transport and the transport company and also if RvP bears the transport costs or carries out the transport as an exception.
Complaints due to transport damage shall be made by Customer directly to the transport company within the periods prescribed for this purpose. Transportation and other insurances shall be taken out by RvP only at the express request of the Customer and only at the Customer's expense.
1. Der Rechnungsbetrag ist, sofern nichts anderes vereinbart ist, innerhalb von 10 Tagen mit 2 % Skonto oder innerhalb von 30 Tagen nach Rechnungsdatum ohne Abzug fällig. Barverkäufe, Dienstleistungen, Ersatzteil- und Sonderbestellungen sind sofort nach Rechnungsstellung ohne Abzug fällig.
2. Scheck- und Wechselhergaben gelten erst nach Einlösung als Zahlung. Die Wechselentgegennahme bedarf immer einer vorhergehenden schriftlichen Vereinbarung mit uns. Bei Hereinnahme von Wechseln werden die bankmäßigen Diskont- und Einziehungsspesen berechnet. Sie sind sofort in bar zu zahlen.
3. Verzugszinsen berechnet RvP mit 10 % pro Jahr.
Sie sind höher oder niedriger anzusetzen, wenn wir eine Belastung mit einem höheren Zinssatz nachweisen oder wenn der Kunde eine geringere Belastung nachweist.
4. Ist der Kunde Kaufmann, eine juristische Person des öffentlichen Rechts oder ein öffentlich-rechtliches Sondervermögen, kann dieser nur mit unbestrittenen oder rechtskräftig festgestellten Forderungen gegen Zahlungsansprüche von RvP aufrechnen oder Zurückbehaltungsrechte geltend machen.
VI. Cancellation costs
1. If the Client withdraws without justification from an order that has been placed, RvP may claim 10% of the contract amount for costs incurred in processing the order and for loss of profit in the case of resale or serial goods.
2. In the case of special items or custom-made products, RvP shall be entitled to invoice the full contract amount less any expenses saved.
1. The customer must inspect and check our deliveries and services immediately after receipt - in particular subject them to a function test and notify us immediately of any visible defects. In doing so, the customer must provide evidence of the time at which the defect was discovered. The inspection and notification of defects obligations applicable to merchants pursuant to § 377 of the German Commercial Code (HGB) shall remain unaffected by this; notification of defects must be made in writing by merchants within 8 days of delivery.
2. In the event of a justified complaint, we shall, at our discretion, exchange the goods, take them back, grant the customer a price reduction and/or repair the goods or services; if the exchange of the goods or the repair of the goods or services also proves unsuccessful, we shall grant the customer the right to rescind the contract or reduce the price. If, in the case of rectification, it becomes necessary to ship the item to be rectified and if shipping or travel costs are incurred, these shall be borne by the customer if the goods have been taken to a place other than the place of performance. A warranty for defects not reported in good time is excluded. If the customer has carried out work or changes to the object of delivery or has had them carried out, a warranty is also void in this respect.
3. Claims for damages of any kind - including those due to allegedly delayed delivery - are excluded, unless the damage was caused intentionally or through gross negligence.
4. In dealings with entrepreneurs, the customer's claims for defects in the goods shall become time-barred after one year.
5. The customer is obliged to allow us to inspect the delivery item which he has designated as defective.
6. If RvP has sold a newly manufactured item to an entrepreneur, the entrepreneur has sold this item to a consumer and the consumer had to take back this item as a result of its defectiveness or the consumer has reduced the purchase price, the entrepreneur shall be entitled to the statutory rights specified in § 478 BGB. These rights are subject to the statute of limitations in the periods of § 479 BGB. Rights of the buyer from §§ 478 and 479 BGB remain unaffected in this respect.
7 In all cases in which we are obliged to pay damages or reimbursement of expenses in dealings with entrepreneurs on the basis of contractual or statutory claims, we shall only be liable if we, our executives or vicarious agents are guilty of intent, gross negligence or injury to life, body or health. Liability without fault according to the Product Liability Act remains unaffected. Liability for culpable violation of essential contractual obligations also remains unaffected; however, except in the cases of sentences 1 and 2, liability is limited to foreseeable, typical contractual damage. A change in the burden of proof to the disadvantage of the Buyer is not associated with the above provisions.
8. Customer's claims based on the expenses necessary for the purpose of subsequent performance or rectification of defects, in particular transport, travel, labour and material costs, shall be excluded if the expenses increase because the object of the delivery has subsequently been taken to a place other than the customer's branch office, unless such transfer corresponds to its contractual use.
9. Claims for damages in tort are generally excluded, unless the damage was caused intentionally or by gross negligence. This also applies to actions of our vicarious agents and assistants.
VIII. Retention of title
1. RvP reserves title to the delivery items until payment has been made in full. If the customer acts in breach of contract, in particular in the event of default in payment, RvP shall be entitled to take back the goods after a reminder and the customer shall be obliged to surrender them. The assertion of the retention of title as well as the attachment of the delivery items by RvP shall not be deemed to be a withdrawal from the contract unless the provisions of the Consumer Credit Act apply or RvP expressly declares this in writing.
2. In the case of use vis-à-vis merchants, a legal entity under public law or a special fund under public law, the following shall also apply:
The Customer shall be entitled to resell the delivery items in the ordinary course of business; however, the Customer hereby assigns to RvP all claims in the amount of the price agreed between us and the Customer (including VAT) which accrue to the Customer from the resale, irrespective of whether the delivery items are resold without or after processing. The customer is authorized to collect these claims after their assignment. Our authority to collect the receivables ourselves remains unaffected by this; however, we undertake not to collect the receivables as long as the customer duly meets his payment obligations and is not in default of payment. If this is the case, however, we can demand that the customer discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
3. The processing or transformation of the goods by the customer is always carried out for us. If the delivery items are processed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the delivery items to the other processed items at the time of processing.
If the delivery items are inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery items to the other mixed items. The customer keeps the co-ownership for us.
4. The customer may neither pledge the delivery items nor assign them as security. In the event of seizure, confiscation or other dispositions by third parties, the customer must inform us immediately and provide us with all information and documents necessary to protect our rights. Enforcement officers or third parties must be informed of our ownership.
RvP undertakes to release the securities to which we are entitled at the request of the customer to the extent that the value of the claims to be secured by RvP exceeds the value of our claims by more than 20%, provided that these claims have not yet been settled.
IX. Place of performance and jurisdiction
Place of performance is Büren.
For all disputes arising from the contractual relationship, if the customer is a registered trader, a legal entity under public law or a special fund under public law, legal action shall be taken at the court having jurisdiction for our head office. We are also entitled to file a suit at the customer's head office. German law shall apply exclusively, excluding the laws on the international purchase of movable goods, even if the customer has his registered office abroad.
Should any part of the contractual agreements made with our customers, including this condition, be or become invalid, the validity of all other agreements shall not be affected. The ineffective part of the agreements shall be reinterpreted or replaced by such a provision that its purpose is achieved in a permissible way.
Transfers of rights and obligations of the customer from the contract concluded with us require our written consent to be effective.