General Terms and conditions
1. Scope and Written Form
1.1 Deliveries, services, and offers are made exclusively on the basis of these Terms and Conditions of Sale and Delivery of Reusch Deutschland GmbH & Co. KG, even if the customer has communicated their own general terms and conditions when placing the order.1.2 Any such customer terms and conditions are hereby expressly rejected. These terms and conditions shall also apply—without further notice—to all future transactions.
1.3 Oral agreements, as well as amendments and supplements to contracts concluded with Reusch, whether they concern primary or secondary conditions, are only valid if confirmed by Reusch in writing.
1.4 The waiver of the written form requirement can only be made in writing. These Terms and Conditions apply only to businesses (entrepreneurs).
2. Offer and Conclusion of Contract
2.1 Offers are always subject to change and non-binding.2.2 All orders and acceptances require written confirmation to be legally effective. This also applies to supplements, amendments, or ancillary agreements.
2.3 Drawings, illustrations, dimensions, weights, or other performance data are only binding if expressly agreed upon in writing.
3. Delivery and Performance Time
3.1 Dates and specified delivery times are only binding if expressly confirmed by Reusch in writing.3.2 Reusch is not responsible for delays in delivery and performance due to force majeure or events that make delivery significantly more difficult or impossible for Reusch (including strikes, lockouts, official orders, or late delivery to Reusch by its own suppliers), even if binding deadlines were agreed upon.
In such cases, Reusch is entitled to postpone delivery by the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part regarding the unfulfilled portion.
3.3 If the hindrance lasts longer than three months, the customer is entitled to withdraw from the unfulfilled part of the contract after setting a reasonable grace period. If the delivery time is extended or Reusch is released from its obligation, the customer cannot derive any claims for damages.
3.4 Compliance with delivery and performance times presupposes the timely and proper fulfillment of the customer's obligations.
3.5 In the event of a delay in delivery, the customer is only entitled to withdraw if they have set a grace period of four weeks for Reusch.
3.6 Claims for damages due to delay are excluded or limited in accordance with Section 9, unless it is a transaction for delivery by a fixed date (Fixgeschäft). Otherwise, Reusch's liability in the event of delay is limited to a maximum of 10% of the delivery value.
3.7 If the customer is in default of acceptance, Reusch is entitled to demand compensation for the resulting damage. In this case, the risk of accidental loss or deterioration of the goods passes to the customer at the time the default of acceptance occurs.
3.8 Reusch has the right to make early deliveries. Partial deliveries and performances are permitted unless they conflict with the customer's interests.
3.9 Delivery may also occur in parts and/or through third parties. If delivery is made by a third party, the customer must pay the amount due to that third party without deductions or set-offs.
4. Transfer of Risk
4.1 The risk passes to the customer upon handover of the goods to the person commissioned with the transport, but at the latest when the goods leave Reusch's warehouse. This applies regardless of who bears the shipping costs.4.2 If the goods are ready for shipment and the shipment is delayed for reasons for which Reusch is not responsible, the risk passes to the customer upon receipt of the notification that the goods are ready for shipment.
4.3 If Reusch follows shipping instructions provided by the customer, it does so without any liability of its own, acting solely on behalf of, for the account of, and at the risk of the customer, unless Reusch acts with intent or gross negligence.
5. Prices and Payment
5.1 Unless otherwise stated in the order confirmation, the prices calculated in Euro on the day of delivery shall apply. Prices are net prices "ex works" plus the applicable statutory value-added tax.5.2 Freight, packaging, and insurance costs requested by the customer will be invoiced separately. The choice of shipment method is at Reusch's discretion.
5.3 The purchase price is due upon receipt of the invoice. A 3% discount is granted for payment within 10 days, and a 2% discount for payment within 30 days of the invoice date. The customer is in default 45 days after the due date without further notice.
5.4 A payment is only deemed to have been made once the amount is at Reusch’s disposal. In the event that bills of exchange or checks are accepted, payment is only considered effected upon the credit to the account. When accepting bills of exchange, the customer shall bear and pay immediately all discount charges and any other expenses, including applicable value-added tax (VAT). Reusch does not warrant that bills of exchange or checks will be presented, protested, or collected in a timely manner; this limitation of liability shall not apply insofar as Reusch acts with intent or gross negligence.
5.5 Reusch is entitled to credit payments against older debts first, then against costs and interest, and finally against the principal obligation.
5.6 If the customer is in default toward Reusch, the customer shall owe Reusch statutory interest pursuant to Article 6:119a BW. The assertion of further damages is not excluded.
5.7 If the customer is more than four weeks in arrears with its payment obligations, fails to comply with obligations arising from the retention of title, suspends its payments, or applies for the initiation of judicial or extrajudicial insolvency proceedings, all liabilities shall become due immediately, even if Reusch has accepted checks or bills of exchange with a later maturity date. If, in such a case, Reusch has not yet delivered, Reusch is entitled to demand prepayments or the provision of security, even if a later due date for the purchase price has been agreed upon.
5.8 Prepayments made by the customer shall not bear interest from Reusch.
6. Set-off and Retention
The assertion of a right of retention against claims by Reusch and the set-off with counterclaims is only permissible if the counterclaims underlying the right of retention or the counterclaims set off are undisputed or have been established by a final and non-appealable judgment.7. Retention of Title
7.1 All deliveries are subject to retention of title. Ownership shall only pass to the customer once it has settled all its liabilities arising from the business relationship with Reusch. This shall also apply if the purchase price for specific deliveries of goods designated by the customer has been paid. In the case of an open account, the respective current balance claim shall apply.7.2 The customer must label the goods delivered under retention of title as belonging to Reusch, store them separately from its own goods and those of third parties, and insure them sufficiently against insurable damage at its own expense. Claims against insurance companies resulting from a loss event are hereby assigned by the customer to Reusch in the amount of the invoice value of the reserved goods affected by the damage.
7.3 The customer is entitled to resell the goods subject to retention of title in the ordinary course of its business as long as it is not in default. The customer hereby assigns to Reusch all claims against its buyers resulting from such resales until full payment of Reusch's claims. Reusch accepts the assignment. The customer is authorized to collect the claims from its buyers as long as Reusch does not revoke this authorization. The claims must be collected into a separate account of the customer and kept separate from other funds of the customer or third parties.
7.4 At Reusch’s request, the customer must notify its buyers of the assignment and provide Reusch with the list and documents necessary to assert the claim.
7.5 In the event of a breach of contract by the customer, in particular in the event of default in payment, or in the event of justified doubts about its solvency (e.g., insolvency, filing of an insolvency petition), Reusch may prohibit the further resale or use of the reserved goods and take repossession of them. The customer agrees that employees of Reusch or persons authorized by Reusch may enter its warehouse and business premises for this purpose. The demand for the return of the delivered items does not require a withdrawal from the contract by Reusch. Repossession of the reserved goods or seizure of the reserved goods by Reusch shall only constitute a withdrawal from the contract if Reusch has unsuccessfully set a reasonable deadline for performance for the customer and Reusch expressly declares the withdrawal in writing; the same applies to the seizure of the reserved goods by Reusch.
In the event of a breach of contract by the customer, its authority to collect the claims assigned to Reusch shall also expire.
7.6 Reusch undertakes to release the aforementioned securities at its discretion if their realizable value exceeds the claims to be secured by more than ten percent.
7.7 The customer is obliged to notify Reusch immediately in writing of any access by third parties, e.g., seizure of the reserved goods and the claims assigned to Reusch. If damage to the reserved goods occurs due to the access of third parties, the customer must compensate Reusch for this. Likewise, the customer shall bear all costs of an intervention by Reusch to enforce its property rights.
7.8 Returned goods will be credited only at their current market value according to their condition, which shall be determined by Reusch at its reasonable discretion.
7.9 If, according to the legal or other regulations of the country of destination, the retention of title is not effective without registration or other formalities, the customer hereby gives its consent to such registration. The customer will also provide any assistance to comply with the formalities and formal requirements required by the respective national law.
8. Warranty
8.1 The customer must inspect the delivered goods immediately upon receipt and notify Reusch in writing of any recognizable defects within a period of eight days. Non-recognizable defects must be reported in writing within eight days of discovery.8.2 A defect does not exist in the case of only insignificant deviations from the agreed quality. For natural products, unavoidable deviations in quality and color shall not be considered a defect.
8.3 If improper modifications or repair work are carried out by the customer or by third parties, liability for the resulting consequences is excluded. The customer bears the burden of proof that the defect complained of already existed at the time of the transfer of risk.
8.4 Reusch is not liable for properties that the customer may expect based on public statements by Reusch, the manufacturer, or its agents, particularly in advertising or labeling regarding certain characteristics of the item, if Reusch was not aware of these statements.
8.5 If the customer requests supplementary performance due to the defectiveness of the goods delivered by Reusch, Reusch shall have the choice of whether the supplementary performance is provided by means of repair or replacement delivery.
8.6 Reusch shall not bear the expenses required for the purpose of supplementary performance, in particular transport, travel, labor, and material costs, insofar as the expenses increase because the purchased item was moved to a location other than the customer's residence or commercial establishment after delivery, unless such movement corresponds to the intended use of the item.
8.7 The customer may not withdraw (rescind) from the purchase contract due to the presence of defects. The right to a reduction of the purchase price remains unaffected by this.
8.8 The customer’s statutory rights of recourse against Reusch exist only to the extent that the customer has not entered into any agreements with its buyer that exceed the statutory claims for defects.
8.9 Reusch shall not be held liable for material defects in deliveries that Reusch obtains from third parties and passes on to the purchaser unchanged; responsibility according to Section 9 remains unaffected.
8.10 Claims by the customer due to a material defect are conclusively regulated in Section 9. Further claims are excluded. For claims for damages and reimbursement of expenses, Section 10 shall apply.
8.11 Claims for material defects shall expire (statute of limitations) within twelve months. The period begins with the transfer of risk.
9. Liability and Damages
9.1 Reusch shall be liable in cases of intent and gross negligence in accordance with statutory provisions. Otherwise, Reusch shall only be liable under the Product Liability Act, for injury to life, body, or health, or for the culpable breach of essential contractual obligations.9.2 Reusch's liability is limited to foreseeable damages typical for this type of contract. This limitation shall not apply if legal representatives or executive employees of Reusch have caused the damage intentionally or through gross negligence, or have breached essential contractual obligations.
9.3 A claim for reimbursement of expenses is excluded under the same conditions as those specified for claims for damages in Paragraph 1.
9.4 The points above do not involve a change in the burden of proof to the disadvantage of the customer.