GTCs
General Terms and Conditions (GTC) of Raipolen Profilwerk GmbH & Co. KG
- Supply of goods; services and data protection
A. General provisions
1. Validity of the General Terms and Conditions
Raipolen Profilwerk GmbH & Co. KG works exclusively on the basis of its General Terms and Conditions. Deviating terms and conditions of your suppliers and customers are not binding for you, even if we do not expressly object to them.
Es gilt ausschließlich das Recht der Bundesrepublik Deutschland unter Ausschluss des UN-Kaufrechts.
2. Orders
Orders only become binding after written confirmation by Raipolen Profilwerk GmbH & Co. KG (if necessary electronically). Amendments and supplements are only valid in writing.
In the case of ongoing business relationships, these terms and conditions shall also apply to future transactions - recurring contracts - in which no express reference is made to them.
3, Delivery
Delivery deadlines should be agreed in writing. The delivery deadline shall be deemed to have been met if the goods have left the factory or readiness for dispatch has been notified by the time it expires.
If Raipolen Profilwerk GmbH & Co. KG fails to meet bindingly agreed delivery deadlines and is responsible for this, it shall be liable for compensation of up to 5% of that part of the delivery which has not been made. The purchaser reserves the right to prove higher damages. This does not apply if the delay is due to force majeure.
If the goods are dispatched at the request of the customer who is an entrepreneur, the risk shall pass to him as soon as Raipolen Profiwerk GmbH & Co. KG has handed over the goods to the person authorised to carry out the shipment.
Reasonable part deliveries and reasonable deviations from the order quantity plus / minus 10% are permitted.
If dispatch is delayed at the customer's request, the customer shall be charged additionally for the costs arising from storage, handling and capital commitment, starting two weeks after notification of readiness for dispatch.
Events of force majeure authorise Raipolen Profilwerk GmbH & Co. KG to postpone the delivery for the duration of the hindrance and a reasonable start-up time, or to withdraw from the contract in whole or in part due to the part not yet delivered. Force majeure includes strikes and unforeseeable circumstances such as operational disruptions that make delivery impossible despite reasonable endeavours. This also applies if such hindrances occur at an upstream supplier.
4. Prize
For transactions with consumers, the prices of the day of the conclusion of the contract apply. If there is a period of more than 4 months between the conclusion of the contract and the agreed delivery date, Raipolen Profilwerk GmbH & Co. KG is entitled to pass on price increases, especially those resulting from increases in our purchase prices or increases in labour costs. If the price increase exceeds 10% of the originally agreed price, our customer is entitled to withdraw from the contract.
In the case of transactions with entrepreneurs, Raipolen GmbH & Co. KG is entitled to negotiate a price increase in the event of significant cost changes up to the day of delivery, in particular in the case of increases in material and labour costs. The right to a price increase does not exist if delays in delivery are demonstrably solely within our area of responsibility.
5. Payment
Receivables of Raipolen GmbH & Co. KG are due immediately upon receipt of our invoice by the customer without deduction, unless otherwise agreed.
Raipolen Profilwerk GmbH & Co. KG is not obliged to accept cheques or bills of exchange; if we accept them, this is only on account of performance. The additional costs shall be borne by the purchaser.
Raipolen Profilwerk GmbH & Co. KG is entitled to demand interest in the amount of 5 % for transactions with consumers and 8 % for transactions with entrepreneurs above the applicable base interest rate. The assertion of higher damages caused by default is not excluded. Our customers expressly reserve the right to prove that damages have been incurred or are significantly lower than those claimed by us.
Raipolen Profilwerk GmbH & Co. KG may charge reminder costs of 5.00 euros per reminder.
Offsetting is excluded unless the offsetting claim is undisputed or has been recognised by declaratory judgement. The customer is only entitled to a right of retention if it is based on the same contractual relationship.
6. Reservation of title
Raipolen Profilwerk GmbH & Co. KG retains title to the goods delivered by it until payment has been made in full. In the case of transactions with entrepreneurs, this retention of title shall also apply until all claims, including future and conditional claims, arising from the business relationship with it have been fulfilled. The following additional provisions apply to transactions with entrepreneurs:
The customer is authorised to resell the reserved goods in the ordinary course of business, but not to transfer them by way of security or pledge them. Our customer hereby assigns to us the claims against his business partner arising from the sale of the goods subject to retention of title, including the processing portion in the event of further processing.
Raipolen Profilwerk GmbH & Co. KG will not disclose the assignment, unless the customer is at least 2 weeks in arrears with a due claim or he has revoked a granted collection authorisation. In these cases, the customer undertakes to inform his business partners of the assignment granted to Raipolen GmbH & Co. KG of his own accord and to submit his complete list of debtors without delay. In order to determine the names and addresses of the business partners of the customer of Raipolen GmbH & Co. KG, it has the right to inspect its books in this case.
If the value of all assets and liabilities of Raipolen GmbH & Co. KG by more than 10%, it shall release securities of its choice at the request of its customers.
If the customer does not fulfil the agreed terms of payment despite a reminder, Raipolen GmbH & Co. KG is entitled to repossess the goods delivered by it, assembled or unassembled, at any time. The customer expressly grants Raipolen GmbH & Co. KG the right to take possession of its reserved goods at any place. Raipolen GmbH & Co. KG is also authorised to dismantle the goods. The respective owner of the goods is irrevocably authorised by the customer to return the goods to us. The customer is obliged, upon request of Raipolen Profilwerk GmbH & Co. KG, the customer is obliged to immediately provide all information necessary to assert the rights of Raipolen GmbH & Co. KG against the customer of the purchaser.
The customer is only entitled to possession of the goods sold under retention of title until Raipolen Profilwerk GmbH & Co. KG can make use of its ownership and thereby withdraw from the contract. If goods subject to retention of title are taken back, Raipolen GmbH & Co. KG issues a credit note in the amount of the current value.
7. Liability for material defects
We are liable for material defects within the scope of the following conditions:
for a period of 2 years for new goods
for a period of one year for retreaded goods
for a period of one year for used goods.
The warranty periods for material defects are calculated from the date of delivery (receipt by the customer) of the goods to our customer.
The limitation to one year shall not apply to claims for damages pursuant to § 437 No. 3 of the German Civil Code (BGB) if we are guilty of intent or gross negligence. In this case, the statutory periods shall apply.
A product for which liability for material defects is claimed shall be delivered to Raipolen GmbH & Co. KG together with the fully completed complaint form in order to enable it to check the customer's complaint.
If the claim for material defects is rejected, Raipolen GmbH & Co. KG will return the rejected product to the customer at its own expense if the customer requests this within 14 days of receipt of the rejection.
Defects should be reported as soon as possible.
In the case of transactions with entrepreneurs, obvious defects must be notified in writing within 8 days of delivery (receipt by the customer), non-obvious defects within 8 days of discovery of the defect. In the event of non-compliance with these notification periods, the goods delivered by us shall be deemed to have been approved. Claims for liability for material defects are excluded in this case, except in the case of claims for damages in accordance with § 437 No. 3 BGB, provided that we are guilty of intent or gross negligence.
In the case of transactions with consumers, the warranty claim for material defects shall be limited to the customer's choice of rectification of defects or replacement delivery. In the case of transactions with entrepreneurs, we have the right to choose between rectification of defects or replacement delivery.
If two attempts to remedy the defect or provide a replacement delivery fail, the customer has the right to choose between a reduction in payment (reduction) or cancellation of the contract (withdrawal).
Raipolen GmbH & Co. KG is entitled to issue a lower credit note or make a lower payment for replacement deliveries in accordance with the degree of wear and tear of the product complained about. The customer has the choice between credit note or payment.
Claims for material defects against Raipolen GmbH & Co. KG are excluded if defects, impairments or damage can be attributed to the fact that
a) the goods supplied by us have been repaired or otherwise processed by others,
b) the factory number, the manufacturing mark or other marks permanently affixed to the goods are no longer present or have been altered, in particular made unrecognisable,
c) for products for which the assembly guidelines have demonstrably not been complied with,
d) products have been damaged or exposed to heat due to external influences or mechanical damage,
e) natural wear and tear.
In the event of a justified notification of material defects, we shall bear all expenses incurred in connection with the warranty processing.
8. Liability
Raipolen Profilwerk GmbH & Co. KG shall be liable for damages if it or its vicarious agents are guilty of intent or gross negligence. Furthermore, it is liable if characteristics have been assured or guarantees have been given or if the damage has been caused by delay or by the impossibility of performance for which it is responsible.
Raipolen Profilwerk GmbH & Co. KG is also liable for breach of fundamental contractual obligations.
Liability in the aforementioned cases is limited to the typical damage foreseeable at the time the contract was concluded. This does not apply to transactions with consumers.
Otherwise, claims for damages against us are excluded.
The limitation and exclusion of liability shall not apply if and insofar as we are liable in accordance with the provisions of the Product Liability Act.
9. General regulations
For transactions with companies, the place of fulfilment and exclusive place of jurisdiction of Raipolen Profilwerk GmbH & Co. KG, Cologne.
Agreements made by telephone or verbally should be confirmed in writing without delay.
Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the legal validity of the remaining provisions.
B. Special provisions
1. Cost estimate
At the request of the customer, Raipolen Profilwerk GmbH & Co. KG will provide a cost estimate containing the expected costs of the product including VAT. Deviations of up to 10% from this cost estimate are permissible, provided that this is reasonable for the customer.
Costs calculated and received for the cost estimate shall be offset against the order total when the order is executed.
2. Completion dates
If Raipolen GmbH & Co. KG exceeds bindingly agreed completion dates, they are liable to the customer for compensation for damages proven by the customer and caused by the delay.
Claims for compensation are excluded if we can prove that the missed deadline is due to force majeure.
3. Entrepreneur's lien
In addition to the statutory entrepreneur's lien, Raipolen GmbH & Co. KG is entitled to a contractual lien on the items that have come into its possession as a result of the order due to its claim arising from the order.
The contractual lien can also be asserted for claims from earlier deliveries and all other services, insofar as these are connected with the object of the order. The contractual lien shall only apply to other claims arising from the business relationship insofar as these are undisputed and have been legally established.
4. Acceptance
The customer is obliged to accept the object of the order as soon as Raipolen Profilwerk GmbH & Co KG informs him of its completion. The acceptance shall take place at the manufacturer's premises, unless expressly agreed otherwise.
The customer shall be in default of acceptance if he fails to collect the subject matter of the contract either on the agreed handover date or immediately upon our request.
In the event that the customer is in default of acceptance, we shall only be liable in cases of intent and gross negligence.
5. Liability for material defects
Raipolen Profilwerk GmbH & Co. KG is liable for material defects for a period of one year from delivery of the subject matter of the contract to your customer. The regulation under letter A no. 7 applies accordingly.
If two attempts to remedy the defect or provide a replacement delivery fail, the customer shall be entitled to claim damages in accordance with the provision under A no. 7 berechtigt, zu mindern oder vom Vertrag zurückzutreten.
Data protection
We comply with the provisions of the EU General Data Protection Regulation. The personal data you provide will be processed and stored by us electronically. This is done exclusively for the purpose of responding to questions and messages and processing the existing order and business relationship. Personal data will not be passed on to third parties. By providing your personal data, you consent to the aforementioned processing of your data. You can revoke this consent in writing or by e-mail to Raipolen Profilwerk GmbH & Co. KG at any time with effect for the future. You have the right to receive information about your stored personal data free of charge and to have it corrected, blocked or deleted if necessary. We also refer you to our data protection information at www.raipolen.de.