Validity of the conditions
1. The deliveries, services and offers of Röscher GmbH are exclusively based on these terms and conditions. They therefore also apply to all future business relations, even if they are not explicitly agreed again. These terms and conditions shall be deemed accepted upon the latest receipt of the service. Counter-confirmation of the contracting partner with reference to his terms and conditions is hereby contradicted.
2. Deviations from these terms and conditions are only effective if Röscher GmbH confirms them in writing.
Offer and conclusion of contract
1. The documents belonging to the offer, such as illustrations, drawings, dimensional data or other performance data, are only approximately authoritative, unless they are expressly designated as binding. The offers of Röscher GmbH are subject to change and non-binding. Declarations of acceptance and all orders require the written confirmation of Röscher GmbH to be legally effective. If, after receipt and examination of the sample parts, we find that we have assumed incorrect premises for the preparation of the offer, we reserve the right to revoke our offer within a period of one week free of charge for us.
Bidding documents
Röscher GmbH reserves the right of ownership and copyright to cost estimates, drawings and other documents. The contractual partner may only exploit the intellectual property of Röscher GmbH if a corresponding right of use has been assigned to him. Should the scope of the order change subsequently, we reserve the right to amend the offer.
Prices and payment
1. Unless otherwise stated, Röscher GmbH shall be bound by the prices contained in its offers for 30 days from the date thereof. The prices stated in the order confirmation of Röscher GmbH plus the respective statutory value added tax are decisive. Additional deliveries and services will be charged separately.
2. Röscher GmbH is entitled to demand reasonable advances from the contractual partner to cover the costs of pre-financed components.
3. Unless otherwise agreed, invoices of Röscher GmbH are payable 14 days after invoicing without deduction. Payment is deemed to have been made when Röscher GmbH can dispose of the amount. In the case of cheques, payment is only deemed to have been received when the cheque is cashed.
4. If the contractual partner is in default, Röscher GmbH is entitled to charge interest from the relevant point in time at the rate charged by commercial banks for open overdrafts. They are to be set at a lower rate if the contractual partner can prove a lower charge.
5. If Röscher GmbH becomes aware of circumstances that call into question the creditworthiness of the contractual partner, in particular if a cheque is not honoured or his payments are stopped, or if Röscher GmbH becomes aware of other circumstances that speak against the creditworthiness of the contractual partner, Röscher GmbH is entitled to make the entire remaining debt due, even if it has accepted cheques. In this case, Röscher GmbH is also entitled to demand advance payments or the provision of security.
The contractual partner shall only be entitled to set-off, retention or reduction, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. The customer is only entitled to withhold payment due to counterclaims from the same contractual relationship.
Delivery and performance time
1. Delivery dates or deadlines can be agreed as binding only in writing.
2. Röscher GmbH is not responsible for delays in delivery and performance due to force majeure or due to events that make performance significantly more difficult or impossible for Röscher GmbH, even in the case of bindingly agreed deadlines and dates. They entitle Röscher GmbH to postpone the delivery or service by the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
3. If the impediment lasts longer than three months, the contractual partner is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled. If the delivery time is extended or if Röscher GmbH is released from its obligation, the contractual partner cannot derive any claims for damages from this. Röscher GmbH can only refer to the aforementioned circumstances if it informs the contractual partner immediately.
Acceptance shall take place no later than 10 days after readiness for acceptance. Otherwise, the machine shall be deemed accepted after the start of production.
5. Röscher GmbH is entitled to partial deliveries and partial services.
Retention of title
1. Röscher GmbH retains ownership of the object of performance until receipt of all payments arising from the contract with the customer.
2. The contractual partner may neither pledge the object of performance nor assign it as security. In the event of seizure or confiscation or other dispositions by third parties, the contractual partner must inform Röscher GmbH immediately.
3. In the event of behaviour contrary to the contract on the part of the contractual partner, in particular in the event of default in payment, Röscher GmbH is entitled to take back the object of performance after issuing a reminder and the contractual partner is obliged to surrender it.
Liability for defects
If there is a defect in the service for which Röscher GmbH is responsible, Röscher GmbH is entitled to choose between rectification of the defect or replacement delivery. For this purpose, the contractual partner has to give Röscher GmbH the necessary time and opportunity, otherwise Röscher GmbH is released from the liability for defects. Only in urgent cases of danger to operational safety and to prevent disproportionately high damage, in which case Röscher GmbH must be informed immediately, or if Röscher GmbH is in default with the rectification of the defect, the contractual partner has the right to rectify the defect himself or have it rectified by third parties and to demand reimbursement of the necessary costs from Röscher GmbH.
2. Röscher GmbH shall bear the direct costs arising from the repair or replacement delivery, insofar as the complaint of the contractual partner proves to be justified.
3. Further claims of the contractual partner, in particular a claim for compensation for damages which have not occurred to the object of performance itself, including claims for loss of profit or due to other financial losses of the contractual partner are excluded.
This exclusion of liability does not apply in the case of intent or gross negligence on the part of Röscher GmbH and in cases in which the Product Liability Act is applicable or in the case of the absence of characteristics that have been expressly warranted if the purpose of the warranty was precisely to protect the contractual partner against damage that did not occur to the delivery item itself.
Duration of liability
Claims of the contractual partner against Röscher GmbH, irrespective of the legal grounds, shall become statute-barred upon expiry of 6 months. The limitation period begins with the acceptance of the last service to be provided by Röscher GmbH according to this contract.
Final provisions
(1) These terms and conditions and all legal relations between the contracting parties shall be governed by the law of the Federal Republic of Germany.
(2) Insofar as the contractual partner is a fully qualified merchant within the meaning of the German Commercial Code (Handelsgesetzbuch), a legal entity under public law or a special fund under public law, the registered office of Röscher GmbH in Berlin shall be the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
If a provision in these terms and conditions or in the context of other agreements is or becomes invalid, this shall not affect the validity of all other provisions or agreements. In such a case, the parties are obliged to place each other in such a position as if a substitute provision had been agreed which fulfils the economic purpose of the invalid provision as far as possible in an effective manner. The same shall apply in the event of a loophole in the contract.