I. Scope of validity, general
1. These General Terms and Conditions of Delivery and Payment (hereinafter referred to as "Terms and Conditions of Delivery and Payment") shall apply to all business relations between REISSER Schraubentechnik GmbH (hereinafter referred to as "REISSER") and its customers (hereinafter referred to as "the customer"). The Terms and Conditions of Delivery and Payment only apply if the customer is a business person (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law. The current version of the Terms and Conditions of Delivery and Payment is available here:
2. These Terms and Conditions of Delivery and Payment shall apply exclusively. REISSER shall not recognise any terms and conditions of the customer that conflict with or deviate from these Terms and Conditions of Delivery and Payment unless REISSER has expressly agreed to their validity. These Terms and Conditions of Delivery and Payment shall also apply if REISSER delivers to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from its own Terms and Conditions of Delivery and Payment.
3. Individual agreements made with the customer in individual cases shall in any case take precedence over these Terms and Conditions of Delivery and Payment. A written contract or written confirmation from REISSER shall be authoritative for the content of such agreements.
4. To be valid, legally relevant declarations and notifications to be made by the customer to REISSER following conclusion of the contract (e.g. setting of deadlines, notification of defects, declaration of cancellation or reduction) must be made in writing.
5. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply insofar as they are not directly amended or expressly excluded in these Terms and Conditions of Delivery and Payment.
II. Conclusion of the contract
1. REISSER's offers are subject to change and non-binding. This shall also apply if REISSER has provided the customer with catalogues, technical documentation, other product descriptions or documents on which REISSER reserves its property rights and copyrights.
2. An order for the goods by the customer shall be deemed to be a binding contractual offer. Unless otherwise stated in the order, REISSER shall be entitled to accept this contractual offer within 4 weeks of its receipt by REISSER.
3. A delivery contract only comes about through a written order confirmation, no later than when the goods are dispatched. Sending by remote data transmission fulfils the written form requirement.
4. If REISSER uses a tele-service or a media service for the purpose of concluding a contract, the customer waives the provision of appropriate, effective and accessible technical means for recognising and correcting input errors, a notification of the information specified in Art. 246 Section 3 of the Introductory Act to the German Civil Code (EGBGB) and a confirmation of receipt of his order. Orders transmitted electronically shall not be deemed to have been received until they have been retrieved and opened by REISSER.
III. Contractual ban on re-exports to Russia
1. The recipient/contractual partner of REISSER assures that goods supplied that fall under the scope of Article 12g Regulation (EU) 833/2014, will not be sold, exported, or re-exported, either directly or indirectly, to the Russian Federation or for use in the Russian Federation.
2. The recipient/contractual partner shall undertake its best efforts to ensure that the purpose of paragraph (1) is not frustrated by any third parties further down the commercial chain, including by possible resellers.
3. The recipient/contractual partner shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of paragraph (1).
4. Any violation of paragraphs (1), (2), or (3) shall constitute a material breach of contract and entitles REISSER to terminate the supply relationship with immediate effect and to cancel orders already accepted without delay. The recipient/contractual partner shall indemnify REISSER from all costs, third-party claims, and other disadvantages (e.g., fines) resulting from the breach of an obligation under the paragraphs (1), (2), or (3). This shall not apply if the recipient/contractual partner is not responsible for this breach of duty. Furthermore, REISSER shall be entitled to demand a contractual penalty of 5% of the sales price of the goods sold in violation of the provisions of this regulation. Any further claims for damages shall remain unaffected by this.
5. The recipient/contractual partner shall immediately inform REISSER about any problems in applying paragraphs (1), (2) or (3), including any relevant activities by third parties that could frustratethe purpose of paragraph (1). The recipient/contractual partner shall make available to the REISSER information concerning compliance with the obligations under paragraph (1), (2) and (3) within two weeks of the simple request of such information.
IV. Prices and payment conditions
1. All REISSER prices are ex warehouse plus the statutory value added tax applicable at the time of invoicing.
2. Any customs duties, fees, taxes and other public charges shall be paid by the customer. In accordance with the Packaging Ordinance, REISSER shall not take back transport packaging and any other packaging. With the exception of pallets, this becomes the property of the customer. For consignments with a goods value of € 1000 (net) or more, we deliver carriage paid to the receiving station and free of packaging within Germany. A minimum quantity surcharge of € 25 (net) per consignment must be charged for consignments valued at under € 100 (net).
3. Unless otherwise agreed, payments must always be made "net in cash" within 20 days and without deduction. Invoices for labour and services are due immediately without deduction. However, for contracts with a value of goods of more than € 5,000, REISSER shall be entitled to demand a deposit of 30% of the purchase price. The deposit is due and payable within 20 calendar days of invoicing.
4. For all means of payment, the day of receipt of payment shall be the day on which REISSER can dispose of the amount owed by the customer.
5. The customer shall be in default upon expiry of the payment deadline specified in Clause 3. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. REISSER reserves the right to assert further claims for damages caused by delay. REISSER's claim to commercial maturity interest (Section 353 of the German Commercial Code (HGB)) against merchants shall remain unaffected.
6. The customer shall only be entitled to offsetting or retention rights to the extent that his claim has been legally established or is undisputed. The customer's counter-rights shall remain unaffected in the event of defects in the delivery.
7. If it becomes apparent following conclusion of the contract that REISSER's claim to the purchase price is jeopardised by the customer's inability to pay (e.g. by an application to open insolvency proceedings), REISSER shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (Section 321 of the German Civil Code (BGB)). In the case of contracts for the manufacture of non-fungible goods (customised products), REISSER may declare its withdrawal immediately. The statutory provisions on the dispensability of setting a deadline shall remain unaffected.
8. If REISSER has a due payment claim against the customer arising from the ongoing business relationship with the customer, REISSER may refuse to deliver goods until the customer has made the due payment. This shall apply accordingly if a credit limit granted to the customer by REISSER is exceeded.
9. If payment of the purchase price owed is not made despite being due, data shall be sent to credit agencies co-operating with REISSER under the terms of Section 28a of the Federal Data Protection Act (BDSG).
V. Reservation of ownership
1. REISSER shall retain title to the goods sold until full payment of all present and future claims arising from the respective purchase contracts and the ongoing business relationship (hereinafter "secured claims").
2. The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The customer shall notify REISSER immediately in writing if and to what extent third parties seize REISSER's goods.
3. In the event of breach of contract by the customer, in particular non-payment of the due purchase price, REISSER shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods on the basis of the retention of title and the withdrawal. If the customer fails to pay the due purchase price, REISSER may only assert these rights if REISSER has previously set the customer a reasonable deadline for payment without success, or if there is no need to set such a deadline according to the statutory provisions.
4. The customer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall additionally apply.
a) The reservation of ownership shall extend to the full value of the products created by processing, mixing or combining the goods of REISSER, whereby REISSER shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains in force, REISSER shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as applies to the goods delivered under reservation of ownership.
b) The customer hereby assigns to REISSER by way of security any claims against third parties arising from the resale of the goods or the product in total or in the amount of REISSER's possible co-ownership share in accordance with the above paragraph. REISSER accepts the assignment. The obligations of the customer as stated in Clause 2 shall also apply with regard to the assigned claims.
c) The customer shall remain authorised to collect the claim in addition to REISSER. REISSER undertakes not to collect the claim as long as the customer fulfils his payment obligations towards REISSER, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in its ability to pay. If this is the case however, REISSER may demand that the customer informs REISSER of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
d) If the realisable value of the securities exceeds REISSER's claims by more than 10%, REISSER shall release securities at the customer's request. REISSER shall be responsible for selecting the securities to be released.
VI. Delivery period, delivery date, force majeure and delay in delivery
1. Delivery or performance periods and delivery or performance dates shall be agreed individually or specified by REISSER upon acceptance of the order.
2. The start of the individually-agreed delivery or performance period or the period specified by REISSER shall be subject to the clarification of all technical questions. Quantity deviations of up to 10% from the ordered quantity are permitted in the case of production and special procurement.
3. Compliance with REISSER's delivery or performance obligation is further conditional upon the timely and proper fulfilment of the customer's obligation. The defence of non-performance of the contract remains reserved.
4. REISSER shall inform the customer in writing in good time if REISSER does not receive deliveries or services from sub-suppliers or subcontractors for reasons for which it is not responsible, or does not receive them correctly or on time despite proper congruent coverage or if events of force majeure occur, i.e. obstacles to performance through no fault of REISSER and lasting more than 14 calendar days. In this case, REISSER shall be entitled to postpone the delivery or service for the duration of the hindrance or to withdraw from the contract in whole or in part due to the unfulfilled part of the contract, provided that REISSER has fulfilled its aforementioned obligation to inform and has not assumed the procurement risk or manufacturing risk and the hindrance to performance is not only of a temporary nature. Force majeure shall be deemed to include strikes, lockouts, official interventions, energy and raw material shortages, transport bottlenecks through no fault of REISSER, operational hindrances through no fault of REISSER, for example due to fire, water and machine damage and all other hindrances which, from an objective point of view, have not been culpably caused by REISSER.
5. If a binding delivery or performance date or delivery or performance period has been agreed and if the agreed delivery or performance date or the agreed delivery or performance period is exceeded by more than three months due to events as described in Clause 4 above, or if adherence to the contract is objectively unreasonable for the customer in the case of a non-binding performance date, the customer shall be entitled to withdraw from the contract on the grounds of the part not yet fulfilled.
6. The occurrence of a delay in delivery by REISSER shall be determined in accordance with the statutory provisions. In all cases however, a reminder from the customer is required. If REISSER is in default of delivery, the customer may demand lump-sum compensation for damages caused by the delay. The lump-sum compensation shall amount to 0.5% of the net purchase price for each completed calendar week of delay, but shall not exceed a total of 5% of the net purchase price of the goods delivered late. Any further claims by the customer for compensation for damages caused by delay are excluded. REISSER reserves the right to prove that the customer has suffered either no loss or only a significantly lower loss than the above lump sum.
7. The rights of the customer pursuant to Section IX of these Terms and Conditions of Delivery and Payment and the statutory rights of REISSER, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent fulfilment) shall remain unaffected.
VII. Delivery, transfer of risk, delay in acceptance
1. Delivery is ex warehouse, which is also the place of fulfilment. The goods shall be dispatched to another destination (sale to destination according to the customer’s instructions) at the customer’s request and expense. Unless otherwise agreed, REISSER shall itself be entitled to determine the type of dispatch (in particular transport company, dispatch route, packaging).
2. Part-deliveries are permitted, provided that this does not result in any disadvantages for the customer.
3. REISSER reserves the right to make customary excess deliveries and short deliveries of consumer goods, taking into account the interests of the individual case and within reasonable limits.
4. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer no later than upon handover. In the case of sale to destination according to the customer’s instructions however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the customer upon delivery of the goods to the forwarding agent, carrier or other person or organisation designated to perform the shipment. If the customer is in default of acceptance, this shall be deemed equivalent to handover.
5. If the customer is in default of acceptance, fails to co-operate or if the delivery is delayed for other reasons for which the customer is responsible, REISSER shall be entitled to demand compensation for the resulting damages including additional expenses (e.g. storage costs). If the customer returns properly delivered goods with our consent, a processing fee of 10% but at least an amount of € 25 shall be deducted from the credit note. In addition, the customer shall bear the risk and costs of the return shipment and the outward freight.
VIII. Property rights, provision of documents
1. The customer undertakes to inform REISSER immediately of any property rights claims by third parties regarding the products supplied by REISSER. REISSER shall be entitled, but not obligated, to assume the legal defence at its own expense and under its own responsibility.
2. The customer warrants that goods and services provided as well as documents provided by the customer are free from third-party property rights. In the event of defects of title, the customer shall indemnify REISSER against all corresponding third-party claims, unless the customer is not responsible for the defect of title.
3. By providing REISSER with documents, the customer grants REISSER the non-exclusive right to use them for all contractually intended purposes without any time or location limitations. In the case of enquiries about items based on documents provided such as drawings and specifications (drawing parts), REISSER shall be entitled to make these available to manufacturing subcontractors for the purpose of dealing with enquiries and subsequent contract fulfilment. If the customer provides modified or additional specifications when requesting drawing parts without providing REISSER with modified drawings or drawings supplemented by these specifications, REISSER shall be entitled to modify or supplement the customer's existing drawings accordingly.
IX. Claims for defects by the customer
1. Unless otherwise specified below, the statutory provisions shall apply to the rights of the customer in the event of material defects and defects of title.
2. The basis of REISSER's liability for defects is above all the agreement reached relating to the quality of the goods. The product descriptions and specifications agreed between REISSER and the customer on the basis of the relevant standards (e.g. DIN, ISO) or provided to REISSER by the customer and expressly approved by REISSER shall be deemed to be an agreement on the quality of the goods.
3. The customer's claims for defects are conditional on him having fulfilled his statutory obligations to inspect and give notice of defects (Arts. 377, 381 of the German Commercial Code (HGB)). REISSER must be notified immediately and in writing if a defect is discovered during the inspection or later. The notification shall be deemed to have been made without delay if it is made within two weeks, whereby sending the notification on time shall suffice to meet the deadline. Irrespective of this obligation to inspect and give notice of defects, the customer must notify us in writing of obvious defects (including incorrect and short deliveries) within two weeks of delivery, whereby sending the notification on time shall suffice to meet the deadline. If the customer fails to properly inspect the goods and/or report defects, REISSER shall not be liable for the defect not reported.
4. If the delivered item is defective, REISSER may initially choose whether to provide subsequent performance by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). REISSER's right to refuse subsequent performance under the statutory conditions shall remain unaffected.
5. REISSER shall be entitled to make the owed subsequent performance conditional on the customer paying the due purchase price. However, the customer shall be entitled to withhold a reasonable part of the purchase price in proportion to the defect.
6. The customer shall give REISSER the time and opportunity required for the owed subsequent performance, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the customer shall return the defective item to REISSER in accordance with the statutory provisions. Subsequent performance includes neither the removal of the defective item nor its re-installation if REISSER was not originally obligated to install it.
7. REISSER shall cover the necessary expenses for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs (not removal and installation costs) if a defect actually exists. However, if a request by the customer to remedy a defect proves to be unjustified, REISSER may demand from the customer reimbursement of the costs incurred.
8. If the subsequent fulfilment has failed or a reasonable deadline to be set by the customer for the subsequent fulfilment has expired without success or is not necessary according to the statutory provisions, the customer may withdraw from the purchase contract or reduce the purchase price. However, there shall be no right of withdrawal in the case of a minor defect.
9. Claims by the customer for damages or reimbursement of wasted expenses shall only be possible in accordance with Section IX and are otherwise excluded.
X. Other liability
1. Unless otherwise provided for in these terms of delivery and payment, including the following provisions, REISSER shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
2. Irrespective of the legal grounds, REISSER shall be liable for damages in the event of intent and gross negligence. In the event of simple negligence, REISSER shall only be liable
a) for damages arising from death, injury or health damage,
b) for damages arising from the breach of a material contractual obligation (obligation the fulfilment of which is essential for the proper execution of the contract and on compliance with which the contractual partner regularly relies and may rely). In this case however, REISSER's liability shall be limited to compensation for foreseeable, typically occurring damages.
3. The limitations of liability resulting from Clause 2 shall not apply if REISSER has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods. The same shall apply to claims by the customer under the Product Liability Act.
4. The customer may only withdraw from or terminate the contract due to a breach of obligation that does not involve a defect if REISSER is responsible for the breach of obligation. A free right of cancellation by the customer (in particular according to Arts. 651, 649 of the German Civil Code (BGB)) is excluded. Otherwise, the statutory requirements and legal consequences shall apply.
XI. Limitation period
The statutory limitation periods of sales law shall also apply to contractual and non-contractual claims for damages by the customer based on a defect in the goods, unless the application of the regular statutory limitation period (Arts. 195, 199 of the German Civil Coder (BGB)) would result in a shorter limitation period in individual cases. The limitation periods of the Product Liability Act shall remain unaffected in all cases. Otherwise, the statutory limitation periods shall apply exclusively to claims for damages by the customer in accordance with Section IX.
XII. Hydrogen embrittlement
1. REISSER and the customer are aware of the various causes and problems of hydrogen-induced brittle fracture, especially in the case of electroplated, high-strength or case-hardened articles with a tensile strength of 1000 N/mm² and core or surface hardnesses of 320 HV or more in accordance with DIN EN ISO 4042. REISSER cannot guarantee the complete elimination of the risk of hydrogen embrittlement.
2. If the probability of hydrogen embrittlement is to be reduced due to the specific area of application of the goods supplied by REISSER, e.g. due to the design or for safety reasons, the customer shall be obliged to reach an agreement with REISSER on the process implementation and material procurement in order to counter the aforementioned risks.
3. DIN EN ISO 4042 is an integral part of the contracts concluded between REISSER and the customer.
XIII. Applicable law and place of jurisdiction
1. These business relations and all legal relations between REISSER and the customer shall be governed by the laws of the Federal Republic of Germany, excluding international standardised law and in particular the UN Convention on Contracts for the International Sale of Goods. The conditions and effects of the reservation of ownership as per Section IV are subject to the law at the item’s respective location insofar as the choice of law made in favour of German law is inadmissible or invalid.
2. The courts with jurisdiction for 74653 Ingelfingen-Criesbach, Germany, shall be responsible for all disputes arising from or in connection with a contractual relationship between the parties, including disputes concerning its effective conclusion, insofar as the supplier is a merchant within the meaning of Art. 1 et seq. of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law. However, REISSER shall also be entitled to bring an action at the place of fulfilment of the delivery obligation.
REISSER Schraubentechnik GmbH
Current as of: March 2024