General Terms and Conditions of Business forCRE Rösler Electronic GmbH
Your industrial PC specialistsfor every area of application
Your industrial PC specialistsfor every area of application
1. The following terms and conditions apply to all present and future business relationships entered into by CRE RÖSLER ELECTRONIC GmbH.
A “merchant” in the sense of these terms and conditions is a natural or legal person or partnership with legal capacity acting in pursuit of its commercial interests or to further its professional self-employed interests when concluding a legal transaction.
Customers in the sense of these terms and conditions are always considered to be merchants.
2. Any deviating, opposing or supplementary general terms and conditions of business do not form part of the contract unless their validity has been expressly approved in writing.
3. The parties to the contract undertake to uphold the transparency of the contractual relationship and to state the key points of the contract in writing or to confirm these in writing.
4. CRE Rösler Electronic GmbH reserves all rights to quotations, drawings and other documentation. Such documentation may be shared by third parties only with the permission of CRE Rösler Electronic GmbH.
1. Quotations offered by CRE RÖSLER ELECTRONIC GmbH are non-binding insofar as the right to make technical changes and changes to quotation details is reserved within reasonable bounds.
2. In submitting a purchase order for goods, the customer makes a binding offer to acquire the ordered goods.
CRE RÖSLER ELECTRONIC GmbH is entitled to accept the contractual offer represented by this purchase order within two weeks of receipt. This acceptance can be communicated to the customer either in writing or by delivery of the goods.
3. The contract is concluded subject to the correct and timely inbound delivery to CRE RÖSLER ELECTRONIC GmbH by the latter’s own suppliers. This applies only in cases where CRE RÖSLER ELECTRONIC GmbH bears no responsibility for non-delivery, and particularly in the case of corresponding supply contracts being agreed with a supplier, i.e. in the case of products that CRE Rösler Electronic GmbH must itself procure and then sells on unchanged.
Customers will be informed about the non-availability of a delivery as soon as possible. Any customer payments will be remunerated without delay.
4. Estimates of delivery times are non-binding, except in exceptional cases where a delivery date has been expressly confirmed.
II. Contract for work or services
In the case of contracts for work or services, CRE RÖSLER ELECTRONIC GmbH may deviate from the agreed items in specific details insofar as the essential purpose of the contractual agreement is not affected and the deviation agrees with recognised industry best practice.
In other cases, the company may deviate from the agreed items if these are nonetheless suited for the purpose envisaged by the contract or otherwise usual, and if the nature of these items is typical for work of the same kind and therefore to be expected by the customer in terms of the type of work.
Disposal of equipment delivered to us is subject to payment.
1. In contracts concluded with merchants, CRE Rösler Electronic GmbH retains title to the goods until all receivables arising from the terms of the contract have been settled in full.
2. The customer shall handle the goods with care at all times. Insofar as maintenance and inspection work is required, the customer shall perform this work regularly at the latter’s cost.
3. The customer shall grant us third-party access to the goods – such as in the event of a seizure of assets – and inform us without delay if the goods should become damaged or destroyed. The customer shall notify us without delay in the event of another party taking possession of the goods or a change of registered head office on the part of the customer.
4. In the event of the customer violating the contract, particularly by entering into default or breaching an obligation defined by 2. and 3. of this provision, CRE RÖSLER ELECTRONIC GmbH may withdraw from the contract and demand the surrender of the goods. Payment rendered by the customer will be reimbursed less necessary expenses incurred by CRE RÖSLER ELECTRONIC GmbH. The customer shall guarantee CRE RÖSLER ELECTRONIC GmbH unimpeded right of access to the latter’s property until payment has been rendered in full.
5. The merchant is entitled to resell the goods in the ordinary course of business. The merchant hereby assigns all claims to the total amount invoiced to CRE Rösler Electronic GmbH, such as accrue to the merchant against a third party via the resale. CRE Rösler Electronic GmbH hereby accepts this assignment. Following assignment, the merchant is authorised to collect the receivable. CRE Rösler Electronic GmbH reserves the right to collect the receivable itself insofar as the merchant is unable to honour the latter’s payment commitments and therefore enters into default. The merchant is granted the right to demand release of securities in the event of their realisable value exceeding the receivables to be secured by 20%.
6. If a combined work or processed work is created, CRE Rösler Electronic GmbH acquires co-ownership of the new item in a proportion equal to the value of the goods as delivered by us to the other objects so processed. The customer agrees to this co-ownership. The same applies if the goods are commingled with other objects not owned by us.
1. The quoted price is binding. The price includes statutory sales tax if the sales tax amount is stated.
2. For contracts for work or services, payment is due on customer acceptance in the absence of a payment plan. This also applies to partial acceptance. CRE RÖSLER ELECTRONIC GmbH may also demand the acceptance of self-contained partial deliveries.
3. Unless a different form of payment has been expressly agreed, the customer shall pay the full purchase price within 14 days of receiving the goods (payment 14 days net). On expiry of this period, the customer enters into default and reminder fees will be levied.
While in default, the merchant pays interest on the sum owed at 8% above the base interest rate. We reserve the right to submit evidence to the merchant of a greater loss due to default, and to assert this claim.
4. The customer has a right to offset receivables against sums owed only if these are recognised as legally binding or are uncontested by CRE RÖSLER ELECTRONIC GmbH.
The customer may exercise a right to retention only if the customer’s counterclaim arises from the same contractual relationship.
1. If the purchaser is a merchant, the risk of accidental loss and deterioration of the goods is transferred to the purchaser at the point of handover, and in the case of shipped goods with the delivery of the goods to the haulier, carrier or other person or organisation entrusted with carrying out the goods shipment.
2. This transfer of risk occurs even if the purchaser delays acceptance.
1. If the purchaser is a merchant, CRE RÖSLER ELECTRONIC GmbH may first perform remediation or substitute delivery, as it sees fit, in the event of a goods defect.
2. For contracts for work and services, CRE RÖSLER ELECTRONIC GmbH may rectify the defect or substitute new work or services, as it sees fit. CRE RÖSLER ELECTRONIC GmbH may refuse rework (“supplementary performance”) if possible only by incurring disproportionate costs.
3. If supplementary performance is unsatisfactory, the customer has a basic right to demand a reduction in payment or an unwinding of (withdrawal from) the contract, as the customer sees fit. For minor breaches of the contract, and for minor defects in particular, the customer is not granted any right of withdrawal, however.
4. Merchants must notify us of obvious defects to us in writing within a period of two weeks from receipt of the goods and in accordance with trade practice; in all other cases, claims against this product warranty will not be considered. Timely dispatch of the notification is sufficient to comply with the deadline. The merchant has sole responsibility for substantiating all claims made, particularly as regards the defect itself, the point in time that the defect was identified, and the timeliness of the defect notification.
5. If the customer decides to withdraw from the contract due to a material defect or defect of title and following unsatisfactory supplementary performance, the customer thereby relinquishes any claims to compensation for the defect. If the customer chooses to claim for compensation following unsatisfactory supplementary performance, the goods remain with the customer if this is reasonable for the latter. The amount of compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply in cases where CRE Rösler Electronic GmbH has maliciously caused the breach of contract.
6. For merchants, a one-year product warranty is given following delivery of the goods or acceptance of the service. For second-hand items, the period of limitation is one year from delivery of the goods.
7. If the purchaser is a merchant, the state of the goods is agreed in all cases to be solely as given by the manufacturer’s product description. The manufacturer’s public announcements, promotions or advertisements do not constitute a contractual description of the state of the goods.
8. Guarantees in a legal sense, i.e. those above and beyond the contractually-agreed product warranty, are granted to the customer by CRE RÖSLER ELECTRONIC GmbH only if offered expressly in writing. This does not affect manufacturer guarantees.
1. In the event of negligent breaches of our contractual duties of care, CRE RÖSLER ELECTRONIC GmbH is liable only to the extent of foreseeable, direct and average losses typical for such a contract and the nature of the performance agreed. This also applies for negligent breaches of contractual duties of care on the part of the legal representatives or vicarious agents of CRE Rösler Electronic GmbH. This disclaimer does not apply in cases where we are accused of wilful intent or gross negligence. Nor does the disclaimer apply in the event of claims being asserted due to a failure to provide warranted characteristics.
We are not liable to merchants in the event of negligent breaches of minor contractual obligations. This does not apply in cases where we are accused of wilful intent or gross negligence. We view such “minor obligations” as being duties that are not necessary in order to render our contractual performance in a timely and defect-free manner.
2. The limitations to liability above do not affect customer claims based on product liability law. Nor do limitations to liability apply in the event of physical injury, impairments to health or loss of life on the part of the customer for which we are culpable and which arise from negligent or wilful breach of duty on the part of CRE RÖSLER ELECTRONIC GmbH or one of our legal representatives or vicarious agents.
3. The limitation period for customer claims for compensation due to a defect is one year from delivery of the goods or acceptance of the service. This does not apply if we are accused of gross culpability or imputed as the cause of physical injury, impairments to health or loss of life on the part of the customer.
1. All contracts are subject to the law of the Federal Republic of Germany. The provisions of UN CISG do not apply.
2. If the customer is a merchant, a legal entity under public law or a special fund under public law, the sole place of jurisdiction for all disputes arising from this contract is agreed to be Itzehoe. The same applies if the customer has no general place of jurisdiction in Germany or if the customer’s place of residence or habitual abode is not known at the time the lawsuit is filed.
3. Should individual provisions of the contract with the customer, including these General Terms and Conditions of Business, be or prove to be invalid in whole or in part, this does not affect the validity of the remaining provisions. In such cases, the partially or wholly invalid provision is to be replaced by a provision whose business outcome most nearly approximates that of the invalid provision.
4. CRE Rösler Electronic GmbH stores personal data for the purpose of pursuing its business relationship with the customer.