General terms and conditions of Rose Netztechnik GmbH, D 65555 Limburg
General Terms & conditions of Rose Netztechnik GmbH (Status 05/2017)
Article 1 - Validity and conclusion of the contract
1. All offers, deliveries, and services with regard to entrepreneurs, legal persons under public law, and special assets under public law (purchasers) are based on our general terms and conditions of business. This will also apply to future business relationships. Any terms and conditions of business of our contractual partners that deviate from these will not be recognized.
2. Any differing agreements must be made in writing. This will also apply to the waiver of the requirement for the written form.
3. We shall retain the proprietary rights in estimates of costs, offers, drawings, and other documents that we have produced ourselves, if they include calculations or graphical representations. If no contract is concluded, they must be returned to us on request.
4. Our offers will not be binding and will impose no obligation. Any offers submitted to us must be confirmed by us in writing. Without such confirmation, there will be no contract.
Article 2 - Delivery
1. Shipping will be carried out at the risk and expense of the recipient from provision to dispatch.
2. Partial deliveries will be permitted.
3. If the purchaser fails to participate as required, delivery dates that have been promised will be extended accordingly.
4. The purchaser will not be entitled to refuse to accept goods or services because of negligible defects. It must check the goods without delay when they are received, and must report any defects immediately. Purchasers that fail to report defects within a period of two weeks after receiving the goods will lose their right to make a claim, unless the defects are concealed.
5. If any goods that have been delivered are defective, they must be returned to us at the risk and expense of the purchaser. If the complaint about defects turns out to be justified, the purchaser will be repaid the normal cost of returning the items concerned.
Article 3 - Payment
1. Prices include packaging costs. They do not include the cost of shipping, of setting up or of installation. The rate of value added tax that is valid at the time of delivery must be paid in addition.
2. The amount invoiced will be due for payment thirty (30) days from the date of invoice.
In our online-shop we only offer payment via Paypal or payment in advance.
3. The purchaser will only be entitled to rights of setoff if there are legally binding identified undisputed or recognized requirements, and it will only be entitled to rights of retention if its counterclaim is based on the same contractual relationship.
4. If the value of the order is below EUR 25.00, we shall make a EUR 10.00 surcharge for minimum quantities.
5. We shall charge a handling fee of EUR 15.00 for every reminder. During the period of delay, an annual interest of twelve percent (12%) will have to be paid to us for late payment.
Article 4 - Reservation of title
1. All items that have been delivered will remain the property of Rose Netztechnik GmbH until all outstanding bills arising from the transaction have been paid in full to Rose Netztechnik GmbH by the purchaser.
2. The purchaser may neither pledge nor transfer the goods as security during the period of the reservation of title. It must ensure that the goods are not covered by blanket assignments or assignments by way of security of its warehouse.
3. The purchaser will be entitled to resell the goods in the normal course of business and on the condition that it receives payment from its customers or supplies them on its own part under reservation of title. Herewith, claims of the purchaser from resale against its customer will be transferred to Rose Netztechnik GmbH, provided the claims have not been paid in full. The purchaser must provide the relevant information when requested to do so by Rose Netztechnik GmbH. In the event of any delay, we shall be entitled to make the assignment by way of security known to the purchaser's customer and to request that payment be made to us.
4. Rose Netztechnik GmbH will be able to demand the goods from the purchaser if the purchaser provides important grounds for doing so (such as a delay in making a payment, cessation of payment, application for the opening of insolvency proceedings, bills of protest, or evidence of insolvency or excessive indebtedness). In such a case, we shall hold on to the items until payment is made in full. If this is not done within a reasonable period, we shall be able to withdraw from the contract.
5. If the supplied goods are processed, mixed, or combined, Rose Netztechnik GmbH will be entitled to a share in the new article that corresponds to the ratio of the value of the processed article subject to retention to the total value of all processed articles. If the goods are combined with a piece of real estate, the purchaser will surrender its claim for goods and services supplied to the owner or user of the real estate to Rose Netztechnik GmbH as security for its claim.
Article 5 - Warranty
1. If the goods are defective, the purchaser will be entitled to demand supplementary performance in the form of a removal of the defects. Rose Netztechnik will instead be entitled to delivery of goods that are free of defects. If two attempts to remove the defects are unsuccessful, the purchaser will be able either to reduce the purchase price or to withdraw from the contract. The statutory periods will apply to the exercise of warranty rights.
2. If the supplementary performance is unsuccessful, the customer will be entitled, as it sees fit, either to demand that the agreed price be decreased or to withdraw from the contract.
3. Rose Netztechnik GmbH will be liable under the statutory provisions for claims for damages that are based on intent or gross negligence. Apart from in cases of intent, liability for damages will be restricted to the foreseeable damage that typically occurs. This will also apply to other possible cases of liability. There will be no liability for damage resulting from slight negligence.
4. Rose Netztechnik GmbH will not be liable for damage that is caused to the purchaser by persons and institutions that are not agents of Rose Netztechnik GmbH (such as the postal service, rail, and shippers). The purchaser will be entitled to take out transport insurance or to request that Rose Netztechnik GmbH take out such insurance at its own expense.
Article 6 - Place of jurisdiction and place of performance
1. The place of jurisdiction will be either the location of the headquarters of Rose Netztechnik GmbH or the statutory place of jurisdiction of the purchaser, whichever Rose Netztechnik GmbH chooses.
2. Provided nothing to the contrary is stated in the confirmation of order, the place of performance will be the business headquarters of Rose Netztechnik GmbH.
Article 7 - Final provisions
1. The law of the Federal Republic of Germany will apply exclusively, excluding the terms of the UN Law on Sales. This will also be the case with deliveries outside the Federal Republic Germany.
2. Oral agreements will only apply after they have been confirmed in writing.
3. Details of the purchaser's address and order will be processed and saved electronically. Rose Netztechnik GmbH gives an assurance that it will not pass these details to third parties, for example for the purpose of publicity.
4. If any individual terms of these General Terms and Conditions of Business or of any additional agreements should be completely or partially ineffective or voidable, this will not affect the validity of any other terms or agreements. The ineffective term will be replaced by one that comes closest to achieving the business purpose of the contract.