General Terms and Conditions of Sale

of REIFLOCK Abwassertechnik GmbH,
Headquarters in Baden-Baden,
registered in the Commercial Register of the Mannheim Local Court under HRB 701731
Status: 31.05.2020

1. scope of application

1.1. Our General Terms and Conditions of Sale (hereinafter also referred to as “GTC” or “Terms and Conditions of Sale”) shall apply exclusively. We do not recognize any terms and conditions of the Buyer that conflict with or deviate from our Terms and Conditions of Sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the Buyer without reservation in the knowledge that the Buyer’s terms and conditions conflict with or deviate from our Terms and Conditions of Sale.

1.2. Our Terms and Conditions of Sale apply to deliveries to entrepreneurs within the meaning of Section 14 (1) of the German Civil Code (BGB). Furthermore, our Terms and Conditions of Sale apply to deliveries to legal entities under public law and special funds under public law.

1.3. Our Terms and Conditions of Sale shall also apply to all future business relations with entrepreneurs, even if our General Terms and Conditions are not expressly agreed again.

1.4. The contract language is German.

1.5. The buyer can call up the currently valid terms and conditions of sale on our website www.reiflock.de.

2. offer, conclusion of contract

2.1. Our offers are subject to change unless otherwise agreed in individual cases.

2.2. If an order of the buyer is to be qualified as an offer in accordance with § 145 BGB, we can accept this within two weeks, unless otherwise agreed.

2.3. We reserve the right of ownership and copyright to cost estimates, illustrations, drawings, calculations and other documents. This also applies to such written documents that are designated as “confidential”. The purchaser requires our express written consent before passing them on to third parties.

2.4. Our written order confirmation is decisive for the content of the contractual relationship. Agreements to the contrary require our written confirmation.

3. prices

3.1. Unless otherwise stated in our order confirmation, our prices are subject to the delivery clause “DPU” (Delivered at Place Unloaded) in accordance with Incoterms 2020. We bear the costs and risks for the delivery of the goods to an agreed destination where the goods can be unloaded for onward transport. Costs not covered by the “DPU” delivery clause will be invoiced separately. Our prices are net prices.

3.2. The statutory value added tax will be charged additionally at the legally prescribed rate.

3.3. The deduction of a discount requires a special written agreement.

3.4. Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 30 days of the invoice date. The statutory regulations regarding the consequences of late payment shall apply.

3.5. The purchaser shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. In addition, he is authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

4. delivery, delivery time

4.1. The start of the delivery period stated by us presupposes that all technical questions have been clarified.

4.2. Compliance with our delivery obligation presupposes the timely and proper fulfillment of the buyer’s obligations. We reserve the right to plead non-performance of the contract.

4.3. If the buyer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims or rights. If the requirements of 4.3. sentence 1 of these GTC are met, the risk of accidental loss or accidental deterioration of the goods shall pass to the Buyer at the point in time at which the Buyer is in default of acceptance or debtor’s delay.

4.4. Exceptionally, we shall have no obligation to deliver the ordered goods in the event of force majeure within the meaning of Section 8 of these GTC or if we have not received the goods on time or correctly from our suppliers despite having placed a proper order (congruent covering transaction). We shall only be released from our obligation if we are not responsible for the unavailability of the goods and we have informed the Buyer of the circumstances without delay. If the goods are unavailable, we shall reimburse the buyer for any payments already made. We do not assume the risk of having to procure ordered goods (procurement risk). This also applies to generic goods, i.e. goods that are only described according to their type and characteristics. We are only obliged to deliver from our stock of goods and the goods ordered by us from our suppliers and which can be kept by them.

4.5. We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a fixed-date transaction within the meaning of Section 276 (2) No. 4 BGB or Section 376 HGB. We shall be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the buyer is entitled to assert that his interest in further performance has ceased to exist. Furthermore, we shall be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. If the delay in delivery is not due to an intentional breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage. Furthermore, we shall be liable in accordance with the statutory provisions if the delay in delivery for which we are responsible is due to the culpable breach of a material contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.

4.6. We are entitled to make partial deliveries; the buyer is not entitled to reject the partial deliveries offered to him.

5. transfer of risk

5.1. Unless otherwise agreed in writing, the delivery clause shall be “DPU” (Delivered at Place Unloaded) in accordance with Incoterms 2020.

5.2. Transport packaging and all other packaging in accordance with the Packaging Ordinance will not be taken back, with the exception of pallets. The buyer is obliged to dispose of the packaging material at his own expense.

5.3. If the buyer so wishes, we will cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the buyer.

6. liability for defects

6.1. Claims for defects on the part of the buyer presuppose that he has duly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code). The Buyer must inspect the goods immediately and with due care for deviations in quality and quantity and notify us of obvious defects within eight calendar days of receipt of the goods. This also applies to hidden defects discovered later from the time of discovery. Timely dispatch of the notice of defects shall be sufficient to meet the deadline for notification of defects. In the event of a breach of the duty to inspect and give notice of defects, the assertion of warranty claims is excluded in accordance with § 377 HGB.

6.2. If there is a defect in the delivered goods, the purchaser shall be entitled to choose between fulfillment in the form of rectification of the defect or delivery of a new defect-free item. In the event of rectification of the defect, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance.

6.3. If our subsequent performance fails twice, the buyer is entitled to demand withdrawal or a reduction in price at his discretion.

6.4. We shall be liable in accordance with the statutory provisions if the buyer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, our liability for damages shall be limited to the foreseeable, typically occurring damage.

6.5. We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation, but even in this case our liability for damages shall be limited to the foreseeable, typically occurring damage.

6.6. Insofar as the buyer is otherwise entitled to compensation for damages instead of performance due to a negligent breach of duty, our liability shall be limited to compensation for foreseeable, typically occurring damages. Liability for culpable injury to life, limb or health remains unaffected. This also applies to mandatory liability under the Product Liability Act.

6.7. Unless otherwise stipulated above, liability is excluded.

6.8. Defects and damage caused by the buyer himself due to improper or non-contractual measures during commissioning, operation, storage and use shall not justify any claim against us. The Buyer shall comply with the instructions for storage and safekeeping of the goods given in the safety data sheet enclosed with the goods. Our goods are perishable. We only supply goods with an appropriate best-before date. The shelf life specified by us shall only apply if the goods are stored properly.

6.9. In the case of perishable goods (polymers), warranty claims attributable to the perishability of the goods shall expire in accordance with the storage period (shelf life) specified in the production certificate (technical data sheet), which the buyer may request at any time, calculated from delivery of the goods to the buyer. Depending on the product, the maximum permissible storage period is 6 (six) to 24 (twenty-four) months.

7. overall liability

7.1. Any further liability for damages other than that provided for in Section 6 above of these GTC is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for material damage in accordance with § 823 BGB.

7.2. Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

8. force majeure, force majeure clause

The occurrence of unforeseeable circumstances or circumstances independent of the will of the parties, in particular all cases of force majeure, shall entitle us to extend the delivery dates and deadlines in accordance with the extent and duration of these circumstances and their consequences, without granting the buyer a right to withdraw from the contract or a claim for damages. However, in the event of such circumstances, we as the seller are also entitled to cancel the order in whole or in part or to withdraw from the contract without the buyer being able to derive any claims for compensation against us. Force majeure events within the meaning of this provision are in particular force majeure, earthquakes, fire, floods and other natural disasters, pandemics, riots, government regulations, decisions or other measures as well as any other event of a similar or non-similar nature which is to be qualified as an unforeseeable circumstance independent of the will of the parties.

9. retention of title, retention of title security

9.1. We reserve title to the purchased goods until all payments arising from the delivery contract have been received. If the buyer acts in breach of contract, in particular in the event of default of payment, we shall be entitled to take back the goods. If we take back the goods, this shall not constitute a withdrawal from the contract unless we have expressly declared this in writing. The seizure of the goods by us shall always constitute a withdrawal from the contract. After taking back the goods, we are authorized to sell them. In this case, the proceeds of the sale shall be set off against the buyer’s liabilities – less reasonable costs of sale.

9.2. The buyer is obliged to treat the goods with care. In particular, the buyer is obliged to insure the goods at his own expense against fire, water damage and theft at replacement value. If maintenance and inspection work is required, the buyer must carry this out in good time at his own expense.

9.3. The buyer is obliged to inform us immediately in writing if there are seizures or other interventions by third parties. The purpose of notifying the Buyer is to enable us to bring an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO). If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the Buyer shall be liable for the loss incurred by us.

9.4. The Buyer shall be entitled to resell the goods in the ordinary course of business; however, the Buyer hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to the Buyer from the resale against its customers or third parties, irrespective of whether the goods have been resold without or after processing. The buyer shall remain authorized to collect this claim even after the assignment. Our authorization to collect the claims ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the buyer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we can demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors as third parties of the assignment.

9.5. The processing or transformation of the goods by the buyer is always carried out on our behalf. If the goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the new item created by processing as to the goods delivered under reservation of title.

9.6. If the goods 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 goods (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the buyer’s item is to be regarded as the main item, it is agreed that the buyer shall transfer co-ownership to us on a pro rata basis. The buyer shall keep the sole ownership or co-ownership thus created for us.

9.7. The buyer also assigns to us the claims to secure our claims against him which arise against a third party through the combination of the goods with a property.

9.8. We are obliged to release the securities to which we are entitled at the buyer’s request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%. We shall be responsible for selecting the securities to be released.

10. data protection

10.1. We will collect, process and store all personal data provided by the buyer (name, address, e-mail address, telephone number, fax number, bank details) exclusively in accordance with the provisions of German data protection law.

10.2. The personal data of the buyer, insofar as this is necessary for the establishment, content or modification of the contractual relationship (inventory data), is used exclusively for the processing of the purchase contract concluded between the buyer and us, for example for the delivery of goods to the address specified by the buyer. Any further use of the buyer’s inventory data for the purposes of advertising, market research or for the needs-based design of our offers requires the express consent of the buyer.

10.3. If the buyer requires further information or wishes to retrieve or revoke the consent expressly granted by him for the use of his inventory data or wishes to object to the use of his usage data, the buyer can contact us at any time.

11 Applicable law and place of jurisdiction

11.1. The contract and its performance shall be governed by German substantive law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

11.2. If the buyer is a merchant, a legal entity under public law or a special fund under public law, our place of business shall be the place of jurisdiction for all disputes arising from or in connection with contracts between us and the buyer. However, we are also entitled to sue the buyer at his place of residence.

11.3. Unless expressly agreed otherwise, the place of performance shall be our registered office.