General Terms and Conditions of Sale for Commercial Transactions

Rohrlux GmbH Elektro-Geräte
Mühlenweg 3
26789 Leer (Ostfriesland)
Germany 


(As of: June 21, 2024)

1. Scope

1.1
These General Terms and Conditions of Sale (GTC) apply to all our business relationships with our customers ("Buyer"). The General Terms and Conditions of Sale apply only if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law within the meaning of § 310 paragraph 1 BGB.

1.2
Our General Terms and Conditions of Sale apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Buyer shall only become part of the contract if we have expressly agreed to their validity. This approval requirement also applies if the Buyer refers to their terms and conditions in the order and we do not expressly object to them.

1.3
These General Terms and Conditions of Sale apply to contracts for the sale and/or delivery of movable goods ("Goods").

1.4
Individually negotiated agreements with the Buyer (including collateral agreements, supplements, and amendments) and information in our order confirmation shall take precedence over these General Terms and Conditions of Sale. In the absence of evidence to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

1.5
Legally relevant statements and notices by the Buyer concerning the contract (e.g., notices of defects, setting of deadlines, withdrawal, or reduction) must be made in writing, i.e., in written or text form (e.g., letter, email, fax). Further statutory formal requirements and evidence (if there are doubts about the legitimacy of the declarant) remain unaffected.

1.6
Where reference is made to the applicability of statutory provisions, it should be noted that such references serve merely a clarifying purpose. The statutory provisions shall apply, even if no corresponding clarification has been made, to the extent that they are not modified or excluded by these General Terms and Conditions of Sale.

2. Offer and Conclusion of Contract

2.1
Our offers are subject to change and non-binding. This also applies if we have provided the Buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, references to DIN standards), and other product descriptions or documents (including in electronic form) in connection with the placement of an order. We reserve ownership and copyright rights to all documents provided to the Buyer in connection with the placing of an order. These documents may not be made accessible to third parties unless we have given our express written consent.

2.2
When the Buyer places an order for the Goods, this constitutes a non-binding contract offer according to § 145 BGB. Unless otherwise stated in the order, we are entitled to accept this contract offer within two weeks of its receipt.

2.3
Acceptance of the contract offer by the Buyer may be made either in writing (e.g., by order confirmation) or by delivery of the Goods to the Buyer. If we, as the seller, do not accept the Buyer's offer within the period specified in Clause 2.2, documents transmitted to the Buyer must be returned to us immediately.

3. Prices and Payment Terms

3.1
Unless otherwise agreed in writing in individual cases, our prices valid at the time of conclusion of the contract, plus statutory value-added tax, shall apply. If no fixed price agreement has been made, reasonable price adjustments due to changes in labor, material, and distribution costs for deliveries made 3 months or later after the conclusion of the contract are reserved.

3.2
In the case of a sale involving shipment, the Buyer shall bear the transport costs ex warehouse and the costs of any transport insurance desired by the Buyer. Any customs duties, fees, taxes, and other public charges shall be borne by the Buyer.

3.3
Payment of the purchase price shall be made exclusively to our specified account. The deduction of any discount is only permissible in case of a specific written agreement.

3.4
Unless otherwise agreed, the purchase price is due and payable within 10 (ten) days from the date of the invoice and delivery or acceptance of the Goods. However, we are entitled, even within the framework of an ongoing business relationship, to deliver goods only against advance payment. We declare such a reservation at the latest with the order confirmation.

3.5
The Buyer shall be in default if the above-mentioned payment deadline expires. During the default period, the purchase price shall be subject to interest at the applicable statutory default interest rate pursuant to § 288 paragraph 2 BGB, amounting to eight percentage points above the respective base interest rate (see Appendix 1). We reserve the right to assert further claims for damages due to default. Our claim for commercial default interest under § 353 HGB remains unaffected vis-à-vis merchants.

3.6
If, after the conclusion of the contract, it becomes apparent that our claim for payment of the purchase price is at risk due to the Buyer's inability to perform (e.g., by applying for the opening of insolvency proceedings), we are entitled to refuse performance and, if necessary, to withdraw from the contract in accordance with statutory provisions (§ 321 BGB). For contracts where the production of unique items is owed, we may immediately declare withdrawal. The statutory provisions on the dispensability of setting a deadline remain unaffected in this respect.

4. Rights of Withholding

4.1
The Buyer shall only be entitled to set-off or retention rights if its claim has been finally established as legally binding or is undisputed, and is based on the same contractual relationship. In the event of defects in the delivery, the Buyer's counterclaims, particularly in accordance with Clause 8.6 sentence 2 of these General Terms and Conditions of Sale, shall remain unaffected.

5. Delivery Period and Default in Delivery

5.1
The delivery period is individually agreed upon or specified by us upon acceptance of the order.

5.2
In the event that we are unable to meet contractually agreed delivery deadlines for reasons beyond our control, we shall promptly inform the Buyer of this circumstance and simultaneously notify them of the estimated or new delivery deadline. If a delayed delivery cannot be made within the newly announced delivery period due to non-availability of the service, we are entitled to withdraw in whole or in part from the contract; any consideration already provided by the Buyer (in the form of the purchase price payment) shall be promptly refunded. Non-availability of the service exists, for example, if there has been a non-timely delivery by our supplier, if we have entered into a congruent cover transaction, if other disruptions in the supply chain (e.g., due to force majeure) occur, or if we are not obligated to procure in the individual case.

5.3
Whether a delivery delay exists on our part as the seller shall be determined according to statutory provisions. However, a reminder from the Buyer is a prerequisite for a delivery delay on our part as the seller. We reserve the right to provide evidence that no damage or only a minor damage has been incurred by the Buyer.

5.4
The Buyer's rights according to Clause 9 of these General Terms and Conditions and our legally stipulated rights, especially in the event of exclusion of the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

6. Delivery, Transfer of Risk, Acceptance, Default of Acceptance

6.1
In the case of shipment of the Goods at the Buyer's request, the risk of accidental loss and accidental deterioration of the Goods shall pass to the Buyer upon dispatch. This shall apply regardless of whether the shipment of the Goods is made from the place of performance or who bears the freight costs.

7. Retention of Title

7.1
We reserve ownership of the delivered Goods until full payment of all our current and future claims from the purchase contract and an ongoing business relationship (secured claims).

7.2
Before full payment of the secured claims has been made, the Goods subject to retention of title may neither be pledged to third parties nor transferred by way of security. In the event of an application for the opening of insolvency proceedings or insofar as third parties (e.g., attachments) access the Goods belonging to us, the Buyer shall immediately notify us in writing. If the third party is not able to reimburse us for the judicial and extrajudicial costs of a claim pursuant to § 771 ZPO, the Buyer shall be liable for the loss incurred by us.

7.3
In the event of a breach of contract by the Buyer, particularly in the case of non-payment of the due purchase price, we are entitled to withdraw from the contract in accordance with statutory provisions and/or demand the Goods on the basis of the retention of title. The demand for return shall not include a declaration of withdrawal; rather, we shall only be entitled to demand the Goods and reserve the right to withdraw. In the event that the Buyer does not pay the due purchase price, we must have previously set the Buyer an appropriate deadline for payment before asserting these rights, if such a deadline is not dispensable under statutory provisions.

7.4
The Buyer is authorized, until revoked pursuant to Section 7.4.c, to sell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply additionally:
a) The products resulting from the combination, mixing, or processing of our goods shall remain our property subject to retention of title in their full value, with us being considered the manufacturer. In the event that, in combination, mixing, or processing with goods of third parties, their proprietary rights remain, we shall acquire co-ownership in proportion to the invoice values of the combined, mixed, or processed goods. Otherwise, the same conditions apply to the resulting product as to the goods delivered under retention of title. For security purposes, the Buyer also assigns to us any claims arising from the combination of the reserved goods with real estate against a third party. In this case, we accept the assignment.
b) The Buyer hereby assigns to us, for security purposes, all claims arising from the resale of the goods or the product in their entirety or up to the amount of our co-ownership interest as per Section 7.4.a, based on the agreed final invoice amount (including VAT). We accept this assignment. The Buyer's obligations listed under Section 7.2 also apply to the assigned claims.
c) The Buyer remains authorized, alongside us, to collect the claims. As long as the Buyer fulfills its payment obligations towards us, is not deficient in its ability to perform, and we do not assert retention of title by exercising a right under Section 7.3, we undertake not to collect the claims. If we assert a right under Section 7.3, we may require the Buyer to disclose the assigned claims and their debtors, provide all necessary information for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. Furthermore, we are entitled to revoke the Buyer's authority to resell and process the goods subject to retention of title.
d) In the event that the realizable value of the collateral exceeds our claims by more than 10%, we shall release collateral of our choice upon the Buyer's request.

7.5
Until ownership has transferred to the Buyer, the Buyer is obligated to handle the purchased item with care. In particular, the Buyer is obliged to insure it against theft, fire, and water damage at its own expense, adequately to its new value (Note: permissible only for the sale of high-value goods). If maintenance and inspection work is necessary, the Buyer must carry out such work in a timely manner at its own expense.

8. Buyer's Claims for Defects

8.1
The Buyer's rights for defects in quality and title (including incorrect and partial delivery, improper assembly/installation, or faulty instructions) are governed by statutory provisions, unless otherwise specified below. This is without prejudice to the statutory provisions on consumer goods purchase (§§ 474 et seq. BGB) and the Buyer's rights arising from separately given warranties, particularly from the manufacturer.

8.2
Agreements we have made with Buyers regarding the quality and intended use of the goods (including accessories and instructions) generally form the basis of our liability for defects under warranty. A quality agreement includes all product descriptions and manufacturer information that are subject to the individual contract or were publicly announced by us (especially in catalogs or on our website) at the time of contract conclusion. If no quality has been agreed upon, it shall be determined in accordance with § 434(3) BGB whether there is a defect. In this context, it should be noted that public statements by the manufacturer in advertising or on the product label take precedence over statements by other third parties.

8.3
For goods with digital elements or other digital content, we are only obliged to provide and update digital content to the extent explicitly agreed upon in accordance with Section 8.2. We assume no liability for public statements by the manufacturer or other third parties.

8.4
We are not liable for defects that the Buyer knew about or grossly negligently did not know about at the time of contract conclusion, in accordance with § 442 BGB.

8.5
The Buyer's claims for defects exist only if the Buyer has fulfilled its statutory obligations to inspect and give notice (§§ 377, 381 HGB). If the goods are building materials or other goods intended for installation or other processing, an inspection must be carried out immediately before processing. A written notice to us must be given promptly if a defect becomes apparent during delivery, inspection, or at a later time. Obvious defects must be reported in writing within 7 working days from delivery, and non-obvious defects within the same period from discovery of the defects. Failure or failure to properly inspect and/or notify us of defects releases us from liability for the defect or untimely or improperly notified defect, in accordance with statutory provisions. If the goods were intended for installation, attachment, or installation, this also applies if the defect became apparent due to non-compliance or violation of one of these obligations after the corresponding processing. In this case, the Buyer is not entitled to claim reimbursement of "installation and removal costs."

8.6
If the delivered goods are defective, we as the seller have the option to choose whether to remedy the defect by rectification (repair) or by delivering a defect-free item (replacement). If the type of subsequent performance chosen by us is unreasonable for the Buyer in individual cases, the Buyer may refuse it. However, we reserve the right to refuse subsequent performance under the statutory conditions. In addition, we are entitled to make the performance of subsequent performance dependent on the Buyer paying the due purchase price.

8.7
The Buyer must provide us with the necessary time and opportunity for subsequent performance. In particular, the Buyer must hand over the item for which a defect has been claimed to us for inspection purposes. In the event that we carry out a replacement delivery of a defect-free item, the Buyer must return the defective item to us in accordance with statutory provisions. However, the Buyer is not entitled to a right of return.

8.8
Unless we have contractually agreed otherwise, subsequent performance does not include the removal, dismantling, or disinstallation of the defective item nor the installation, attachment, or installation of a defect-free item. Claims by the Buyer for reimbursement of "installation and removal costs" remain unaffected.

8.9
We reimburse the expenses necessary for testing and subsequent performance (transport, labor, and material costs, as well as any removal and installation costs) in accordance with statutory provisions and these General Terms and Conditions of Sale in the event of a defect. However, we may demand reimbursement of costs incurred due to an unjustified request for defect rectification if the Buyer knew or should have known that there was no defect.

8.10
The Buyer has the right to remedy the defect itself and to demand reimbursement of objectively necessary expenses for this purpose if there is an urgent need (e.g., for danger to operational safety or to prevent disproportionate damage). In the event that we would be entitled to refuse subsequent performance under statutory provisions, the Buyer has no right to remedy the defect itself.

8.11
The Buyer may withdraw from the contract or reduce the purchase price in accordance with statutory provisions if a deadline set by the Buyer for subsequent performance has passed unsuccessfully or is dispensable according to statutory provisions. However, in the case of an immaterial defect, the Buyer is not entitled to withdraw.

8.12
Claims by the Buyer for reimbursement of expenses under § 445a (1) BGB are excluded, unless the last contract in the supply chain was a consumer goods purchase (§§ 478, 474 BGB) or a consumer contract for the provision of digital products (§§ 445c sentence 2, 327 para. 5, 327u BGB).

8.13
Claims for damages or claims for reimbursement of futile expenses by the Buyer (§ 284 BGB) exist only in accordance with Clauses 9 and 10.

9. Limitation Period

9.1
The general limitation period for claims resulting from defects in quality or title shall be one year from delivery, deviating from § 438 (1) No. 3 BGB. If acceptance has been agreed contractually, the limitation period begins with acceptance.

9.2
The above limitation periods of the Sales Law also apply to contractual and non-contractual claims for damages by the Buyer based on a defect in the goods, unless the application of the regular statutory limitation periods according to §§ 195, 199 BGB would lead to a shorter limitation period in individual cases. Claims for damages by the Buyer according to Clauses 10.1 and 10.2, as well as those under the Product Liability Act, are exclusively subject to the statutory limitation periods.

10. Other Liability

10.1
Subject to these General Terms and Conditions of Sale, including the following provisions, we as the seller are liable for breaches of contractual and non-contractual obligations in accordance with legal provisions.

10.2
In cases of intent and gross negligence, we are liable for damages under the general principles of liability, regardless of the legal basis. In cases of ordinary negligence, our liability is limited to compensation for damages that are foreseeable and typical for the type of contract, except for statutory liability limitations (e.g., due care in our own affairs; insignificant breach of duty).

10.3
The liability limitations resulting from Clause 10.2 also apply to third parties and in cases of breaches of duty by persons for whom we are legally responsible under statutory provisions. If a defect has been deliberately concealed or a guarantee for the quality of the goods has been assumed, the liability limitations do not apply. This also applies to claims by the Buyer under the Product Liability Act.

10.4
The Buyer may only rescind or terminate the contract due to a breach of duty that does not result from a defect if we, as the Seller, are responsible for the breach.

10.5
The Buyer's right to terminate (particularly under §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and consequences apply.

11. Choice of Law and Jurisdiction

11.1
German law, excluding the UN Convention on Contracts for the International Sale of Goods, shall apply to these General Terms and Conditions and the contractual relationship between us as the Seller and the Buyer.

11.2
If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, our place of business at Mühlenweg 3, D-26789 Leer (Ostfriesland), Germany, shall be the exclusive and also international place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the Buyer is an entrepreneur within the meaning of § 14 BGB.

11.3
In addition, we are entitled to file suit at the place of performance of the delivery obligation under these General Terms and Conditions or a prior individual agreement or at the general place of jurisdiction of the Buyer. This is without prejudice to mandatory statutory provisions (exclusive places of jurisdiction).

12. Export Control and Embargoes

12.1
The Buyer undertakes to comply with all relevant provisions of the Foreign Trade Act (AWG), the Foreign Trade Ordinance (AWV), the decisions and regulations of the European Union under the Common Foreign and Security Policy (CFSP), as well as the War Weapons Control Act (KrWaffKontrG) concerning export controls and embargoes. This includes in particular the regulations of the European Union (EU), the United Nations (UN), the United States of America (USA), and other relevant jurisdictions.

12.2
The Buyer undertakes not to directly or indirectly resell or transfer the purchased goods to countries, persons, or organizations that are subject to embargoes, sanctions, or other trade restrictions. In particular, resale or transfer to the following countries is prohibited:

[List of sanctioned countries, e.g., Iran, North Korea, Syria, etc.]

12.3
The Buyer ensures that the purchased goods are not used in sanctioned or embargoed countries. The Buyer shall take all necessary measures to prevent the goods from being used in such countries.

12.4
The Buyer is obligated to promptly inform the company if they become aware of any potential violation of export control laws or embargo regulations related to the purchased goods.

12.5
The Buyer is liable for all damages, losses, or costs incurred by the company as a result of a violation of this provision. This includes all legal costs incurred in enforcing this provision.

12.6
In the event of a violation of the provisions of this paragraph, the company is entitled to terminate the contract with immediate effect and claim damages.

12.7
The Buyer indemnifies the company from all claims, demands, and disputes arising from a breach by the Buyer of the obligations set forth in this paragraph.