ROMAI Robert Maier GmbH
|Telephone:||+49 7042 - 8321-0|
|Telefax:||+49 7042 - 8321-22|
§ 1 General Information, Area of Validity
- Our delivery conditions are valid for all our offers and contracts with entrepreneurs. These are natural or legal entities, or partnerships of legal capacity, acting in the exercise of a commercial or self-employed business activity.
- Variant, opposing or supplementary terms and conditions shall not become part of the contract, unless their validity is expressly agreed to.
§ 2 Offers, Formation of Contract
- Our offers are categorically non-binding and subject to confirmation under the reserve of our written confirmation of order. A contract only materializes through our written confirmation of order, if no special agreement exists or is concluded.
- The data belonging to an offer, such as images, drawings, weight specifications and measurements are only approximate, unless they are explicitly termed as binding.
- We reserve all property rights and copyrights for quotes, drawings and similar information whether of a tangible or intangible nature - also in electronic form; they are only to be made available for third parties with our explicit agreement, and, if no order ensues, shall be sent back immediately upon request.
- Technical drawings shall not be provided before a binding order is submitted.
- In the case of an order, the purchaser is liable for the correctness, completeness and accuracy of the order documents and data.
- We reserve the right to change products based on technical progress and in order to make improvements.
§ 3 Prices and Terms of Payment
- Our prices are to be understood as ex factory or warehouse in euros plus VAT valid at the time of delivery, without packaging and other delivery and transport charges.
- If an order is conducted in several segments, we are entitled to charge for the individual segments separately. In the case of delayed payment we can suspend delivery until payment is received.
- We only accept bills of exchange or checks if explicitly agreed and only in lieu of payment. All resulting costs and expenses shall be paid by the purchaser. Bills of exchange and checks shall only be credited after the unreserved receipt of the net proceeds and to the amount received.
- All invoices are payable within 30 days after the invoice date, or within 10 days with a 2 % discount for prompt payment. We reserve the right to vary these conditions in individual cases.
- All our amounts receivable are due immediately, independent of a potential payment deadline, deferral or duration of e.g. accepted bills of exchange or other papers, if we are aware of circumstances that might lower the creditworthiness of the purchaser. In this case, we can demand an immediate advance payment and appropriate provision of security e.g. for pending deliveries, goods and services on our part, or rescind the contract after an appropriate grace period.
- Rights of retention of the purchaser due to contested or non-legally binding claims as well as the offsetting of contested or non-legally binding claims shall be excluded.
§ 4 Terms of Delivery
- Terms of delivery are always to be understood as prospective, even when this is not stated explicitly. They only begin to apply after fulfilling the agreed delivery conditions (e.g. presentation of documents, sample approvals, agreed advance payments) as well as the clarification of all technical questions concerning the contractual item. Compliance with our delivery obligations assumes the timely and proper fulfillment of the obligations of the purchaser.
- Our delivery promise is subject to the delivery to ourselves made by the suppliers. We are not liable for delays of deliveries, goods and services due to act of God and due to events that impede delivery or make it impossible, such as e.g. problems with material procurement, scarcity of resources, official measures, strikes, lock-out, etc. which occur post hoc, even if these occur at our suppliers or our sub-suppliers, even when deadlines and dates have been agreed bindingly. We are entitled to postpone delivery for the duration of the disturbance plus an appropriate start-up time, or to rescind the contract when the disturbance is not temporary. We pledge to inform the purchaser immediately about non-availability, and to immediately refund what has already been received in the case of withdrawal.
- If the purchaser is in default of acceptance or neglects other duties to collaborate, we are entitled to charge for the resulting damages including possible additional expenditures. In this case, the danger of accidental destruction or impairment of the delivery item also passes to the purchaser at the time default of acceptance is entered into. Furthermore, we are entitled to withdraw from the contract and demand compensation due to failure to fulfill obligations, after an appropriate grace period has passed.
§ 5 Dispatch and Transfer of Risk
- Shipping occurs at the risk of the purchaser. With the transfer of the goods to the carrier, no matter if he is commissioned by the purchaser, manufacturer or by us, the risk is transferred to the purchaser. At the request of the purchaser, we will dutifully take out insurances at the purchaser's expense.
- The purchaser is responsible for arranging for the immediate ascertainment of facts at the competent authority if transport damage occurs. Otherwise possible claims against the carrier, as well as insurance may be eliminated.
- Transport packaging and other packaging shall not be taken back. The purchaser is required to dispose of them at his own costs.
§ 6 Reservation of Property Rights
- Until the complete payment of all our claims has been made, all the items delivered to the purchaser remain our property, even when the purchasing price for specifically designated claims should already have been paid.
- We are the owner of the goods subject to retention of title, the purchaser is the custodian. The purchaser as custodian is especially obliged to secure and take care of the goods properly, and also shall ensure that objects and persons are not endangered. The possible risks shall be covered properly by insurances.
- Handling and processing of the goods subject to retention of title shall ensue for us as manufacturer according to §950 of the German Civil Code, but without subjecting us to any duties. The processed goods are considered as goods subject to retention of title.
- If the goods subject to retention of title are processed, mixed or joined with goods subject to retention of title from other suppliers, the purchaser transfers to us his ownership and co-ownership rights on the new entirety in proportion to the invoice value of our goods subject to retention of title to the invoice value of the other goods and the value of processing.
- The purchaser may resell the goods supplied by us and the items originating from their processing within the course of ordinary business subject to withdrawal.
- The claims arising from the resale to the amount of the whole claim of the purchase price shall be immediately transferred to us for security by the purchaser until all our claims are received. If the goods were processed, mixed or joined, the transfer ensues as a proportion of the retention of title to the total value of goods.
If the purchaser has sold the claim within the framework of genuine factoring, he transfers to us the substitute claim against the factor. In this case, the purchaser is obliged to inform us immediately and to disclose the identity of the factor.
- The purchaser is authorized to collect the transferred claims as long as he fulfills the duty of payment towards us according to the contract and does not become insolvent. He is no longer authorized to collect in any case, if we have revoked the authorization or disclose the transfer. The purchaser is not authorized to other rights with respect to the goods subject to retention of title (e.g. bailment, chattel mortgage, etc.). At our request the purchaser is obliged to provide information about all assigned claims, especially a list of the debtors including names, addresses, amount of claims, date and number of invoices, as well as providing information about existing general assignments.
- The right of the purchaser to own the goods subject to retention of title expires, if he defaults on his duties towards us, or if circumstances occur, which entitle us to an immediate repayment of the claims. On demand, the purchaser has to return the goods subject to retention of title to us at his own cost. As indirect possessor of the goods subject to retention of title, we also have the right to enter the premises of the purchaser and to remove the goods subject to retention of title for economic security, without immediately occasioning a withdrawal from the contract through this. Furthermore, we are authorized to take and to utilize as security the valuables of the purchaser, which are subject to our actual influence.
- The purchaser shall inform us immediately about seizures or other adverse actions through third parties. He also has to indicate immediately the existence of the retention of title to the third party.
- If the value of the claims transferred to us surpasses our total claim by more than 10 %, we shall, upon the customer's request, release collateral of our choice.
§ 7 Warranty, Duty of Inspection and Obligation to Notify of a Defect
- The items delivered by us shall be tested for defects immediately, even if samples have been consigned. The delivery, goods or services are considered approved, if superficial inspections or testing uncovers defects, quantity differences, or an obvious wrong delivery is not contested with us in written form within a cut-off deadline of 8 days after the arrival of goods at the destination, but in any case before joining, mixing or processing takes place. Hidden and possible defects are to be declared in written form within a cut-off deadline of 8 days at the latest after their detection or their occurrence.
- With justified complaints, the purchaser first has to give us the opportunity to eliminate the defect during the course of the supplementary performance. If the supplementary performance fails, the purchaser has the right either to demand a reduction of the charge or to withdraw from the contract. However, with minor infringements of contract, especially only minor defects, the purchaser does not have the right of withdrawal. If, after the failed supplementary performance, the purchaser chooses to withdraw from the contract, he does not additionally have a claim for compensation because of the defect.
- Unless the law prescribes longer deadlines for buildings, items for buildings and retrospective claims, all warranty claims lapse 12 months after the transfer of risks, and in the case of approval after approval.
- Defects, which are attributable to repair work or other interventions by the purchaser or third parties without our agreement, are not subject to the warranty. The same is the case, if the delivery item is used for purposes other than those that have been agreed, or if the delivery item is applied under exceptional operating conditions, not made known to us in written form during the order.
- Replaced parts shall be transferred into our ownership.
§ 8 Liability, Damage Claims
- Unless we or our auxiliary agents can be charged with gross negligence or willful intent, damage claims against us by the purchaser shall be excluded, no matter on what legal basis. This is not the case insofar as we are liable through product liability law, in case of injury to life, body or health, or in the event of default. The same applies to a breach of duty, whose fulfillment enables the proper execution of the contract in the first place, and to whose adherence the purchaser can trust as a rule (cardinal duty).
- When breaching a cardinal duty, our liability is limited to those damages characteristic of the type of transaction described in this agreement.
- In the case of default, the liability for damages is limited to 10 % of the value of the concerned part of the delivery.
§ 9 Binding Nature of the Contract, Place of Jurisdiction and Rights
- The invalidity of individual contractual regulations does not touch the validity of the other regulations. Purchaser and supplier commit to securing the economic success endeavored through an ineffectual clause in any other legal way as far as possible.
- Place of jurisdiction for all rights and duties, also from bills of exchange and checks, is the location of our company, insofar as the purchasers are fully-qualified traders or corporate bodies under public law. The same applies to such purchasers, who do not have a domestic place of general jurisdiction. However, we are authorized in all cases to take legal proceedings at the location of the purchaser.
- German laws apply exclusively with the exclusion of UN Convention on Contracts for the International Sale of Goods.
§ 10 Storage of Data
- As soon as the business connection is formed, we store data according to the Federal Data Protection Act.
As of June 2010