General Terms and Conditions
RLS Wacon analytics GmbH
Gropiusstr. 12
31137 Hildesheim
I Scope of application
- These GTC apply to all offers and contracts concluded by RLS Wacon analytics GmbH (hereinafter referred to as “RLS Wacon”), including in current or future business relationships. The version of the GTC valid at the time the contract is concluded shall apply.
- Any terms and conditions of the customer deviating from these GTC shall not apply if they have not been confirmed in writing by RLS Wacon.
- The deliveries and services of RLS Wacon are designed for the B2B sector and are made available exclusively to entrepreneurs (traders or self-employed professionals). By ordering goods and services from RLS Wacon, the customer also declares that he is acting as an entrepreneur.
II Sales documents and prices
- Offers and price lists from RLS Wacon are subject to change and non-binding, subject to a written order confirmation. Only individually drafted offers are binding.
- The technical data, illustrations, drawings, weights and dimensions belonging to the offer are non-binding, unless they are expressly designated as binding or essential.
- RLS Wacon reserves the right to make changes to the design that are necessary or expedient from a technical point of view.
- The customer is responsible for checking the usability of the goods for his own purposes.
- The prices of RLS Wacon are quoted in Euro EXW from D-31137 (Incoterms® 2020) plus VAT applicable at the time of delivery or performance, freight and packaging and only for the respective individual order. Special services shall be invoiced separately.
- Orders for which fixed prices have not been expressly agreed shall be invoiced at the prices applicable on the day of delivery or performance in accordance with the price list.
III Delivery/service
- The delivery or performance period shall only be deemed to have been agreed as approximate and shall commence on the date of the order confirmation, but not before clarification of all details of the execution of the order and receipt of the documents and approvals to be provided by the customer as well as an agreed down payment.
- Subsequent requests for changes or additions by the customer shall extend the delivery/performance period appropriately until RLS Wacon has checked their feasibility and by the period required for the implementation of the new specifications in production.
- The deadline for the provision of services shall be extended appropriately if and for as long as the customer fails to properly fulfill its obligation to cooperate in accordance with Section VII.
- Delivery in partial sections/performance of partial services is permissible. If the partial fulfillment of the contract is of no interest to the customer, the customer may only withdraw from the entire contract or demand compensation for non-fulfillment after the fruitless expiry of a subsequent delivery period of four weeks set in writing.
IV Force majeure, withdrawal
- Unforeseen, unavoidable events for which RLS Wacon is not responsible (e.g. force majeure, strikes, lockouts, operational disruptions, difficulties in procuring materials and energy, transport delays, measures by authorities and obstacles due to national or international regulations as well as difficulties in obtaining permits, in particular import and export licenses) shall extend the delivery or performance period by the duration of the disruption and its effects. This shall also apply if the obstacles occur at RLS Wacon’s suppliers or during an existing delay.
- If the hindrance is not only of temporary duration, RLS Wacon shall be entitled to withdraw from the contract. If the customer cannot reasonably be expected to accept the delivery/service as a result of the delay, it may withdraw from the contract by written declaration to RLS Wacon.
V Place of fulfillment, shipping and transfer of risk
- The place of performance for all deliveries and services as well as for payment is D-31137 Hildesheim.
- Unless otherwise agreed, deliveries shall be made EXW (Incoterms® 2020) at the customer’s expense. The risk shall pass to the customer as soon as the goods are made available at the registered office of RLS Wacon in D-31137 Hildesheim. The customer shall be informed immediately by RLS Wacon that the goods are ready for collection.
- The risk shall also pass to the customer in accordance with EXW if RLS Wacon has exceptionally assumed other services such as shipping costs or shipping (also by its own transportation personnel) and installation.
- If it has been agreed that RLS Wacon will take care of the transportation, RLS Wacon shall choose the safest and most cost-effective solution at its discretion.
- If shipment or performance is delayed due to circumstances for which RLS Wacon is not responsible,
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- In the case of deliveries of goods, the risk shall pass to the customer on the day of the agreed delivery date, but at the latest when the goods are made available for collection/shipping,
- the customer shall nevertheless remain obliged to accept and pay for the goods/services,
- RLS Wacon shall be entitled to issue an invoice,
- RLS Wacon shall be entitled to withdraw from the contract and claim damages instead of performance after setting a reasonable grace period and its fruitless expiry,
- the customer shall bear the costs and risks arising from failure to give instructions and complete necessary formalities in good time.
VI Provision of services
- When providing services, RLS Wacon shall only owe the provision of a service, but not a specific result. Any deviating agreements shall be concluded expressly and in writing. RLS Wacon undertakes to provide the services with the care customary in the industry and in compliance with the generally recognized rules of technology.
- If, in deviation from clause 1, it has been agreed that RLS Wacon owes a certain success in the provision of a service by way of exception, acceptance shall be carried out. Unless otherwise agreed, the customer shall be obliged to accept the work immediately, but at the latest within 14 days after notification of completion by RLS Wacon. If the customer uses the objects on which RLS Wacon has performed the services, this shall be deemed acceptance.
- Unless otherwise agreed, RLS Wacon shall be entitled to have services provided by third parties (experts, subcontractors).
- The customer is not entitled to the provision of services by a specific employee unless this has been agreed in writing. The naming in the offer text is not sufficient.
- The customer has no right to issue instructions to employees of RLS Wacon or third parties.
- If the customer cancels an agreed appointment, RLS Wacon shall be entitled to invoice the costs already incurred with regard to this appointment (e.g. travel expenses for RLS Wacon or third parties).
VII Obligations of the customer to cooperate
- The customer shall ensure that all prerequisites necessary for the provision of the service are created and that all necessary documents and approvals are submitted in good time and that RLS Wacon is informed in good time of all circumstances relevant to the service.
- The customer shall be solely responsible for obtaining any permits required for the provision of the services.
- If the services are performed on the customer’s premises, the customer shall provide sufficient workspace free of charge and grant RLS Wacon access to the necessary equipment, facilities and systems in accordance with the rules.
- The customer is obliged to confirm the hours worked in writing.
VIII Obtaining approvals, reservation in the event of obstacles to performance
- If RLS Wacon is responsible for obtaining permits, in particular for the export/transfer/import of the goods, the deliveries and services of RLS Wacon (performance of the contract) shall be subject to the proviso that no obstacles due to national or international regulations, in particular export control provisions as well as embargos or other sanctions, stand in the way of a permit. In this case, the customer undertakes to provide RLS Wacon with all information and documents required for the export/transfer/import.
- If a required approval applied for by RLS Wacon is not granted, the contract shall be deemed not concluded with regard to the delivery/service affected by this.
IX Payments
- Payments shall be made within 30 days of the invoice date, without any deductions and free to the paying agent of RLS Wacon.
- With respect to merchants, RLS Wacon shall be entitled to charge interest on arrears from the due date at a rate of 9% above the respective base interest rate of the Deutsche Bundesbank, but at least 10%. The assertion of further damages caused by default shall remain unaffected.
- If an order is executed in several partial sections, RLS Wacon shall be entitled to invoice the individual sections separately. In the event of late payment, delivery may be suspended until payment has been made.
- RLS Wacon shall only accept discountable bills of exchange or checks by express agreement and only on account of payment. All resulting costs/expenses shall be paid in cash immediately upon delivery of the bill of exchange/check. Bills of exchange or checks shall only be credited after unconditional receipt of the net proceeds and only in the amount of the same.
- If reasonable doubts arise as to the customer’s ability to pay, e.g. due to slow payment or default of payment, RLS Wacon may demand securities or advance payment. If the customer does not comply with this request within a reasonable period of time, RLS Wacon may withdraw from the part of the supply contract not yet fulfilled. The deadline shall be dispensable if the customer is recognizably unable to provide security, for example if insolvency proceedings have been applied for against the customer’s assets.
X Offsetting
- The customer may only offset claims that are undisputed or have been legally established.
XI Retention of title
- RLS Wacon retains title to the delivered goods until the purchase price has been paid in full. In the case of so-called check/bill of exchange cover, the retention of title shall remain in force until the bills of exchange/checks given have been honored.
- The retention of title shall apply to merchants until all claims arising from the business relationship have been paid in full.
- Any handling and processing of the goods subject to retention of title by the customer shall be carried out for RLS Wacon as manufacturer without obligating RLS Wacon. In the event of mixing and combining with other goods, RLS Wacon shall acquire co-ownership of the new goods in the ratio of the invoice value of the goods subject to retention of title to that of the other materials.
- The customer shall insure the goods subject to retention of title adequately, in particular against loss and damage, at replacement value. Upon RLS Wacon’s request, the customer shall submit a confirmation of insurance and proof of premium payment. The customer hereby assigns to RLS Wacon any claims against the insurance company in the amount of the value of the goods subject to retention of title. The customer shall inform the insurance company of the assignment of claims.
- The resale of the goods subject to retention of title in the ordinary course of business is permitted. The customer hereby assigns to RLS Wacon all claims in the amount of the final invoice amount of RLS Wacon which accrue to it against third parties from the resale. RLS Wacon accepts the assignment. If the goods are placed in a current account, the assignment shall refer to the closing balance. The customer shall be authorized to collect the claims even after the assignment. RLS Wacon’s authorization to collect the claims itself shall remain unaffected; RLS Wacon undertakes not to collect the claims as long as the customer meets its payment/other obligations and no application for the opening of insolvency proceedings is filed; if one of the aforementioned cases occurs, the customer’s authorization to resell the reserved goods and to collect the claims shall expire. RLS Wacon may demand that the customer discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and notifies the debtors of the assignment.
- As long as the retention of title exists, the customer may neither assign goods as security nor pledge them without the consent of RLS Wacon. The customer shall notify RLS Wacon immediately of any seizure or other intervention by third parties. He is prohibited from entering into agreements with his customers which may exclude or impair the rights of RLS Wacon in any way. In particular, the customer may not enter into any agreements which nullify or impair the advance assignments of claims to RLS Wacon.
- If the customer acts in breach of contract, in particular in the event of default of payment, RLS Wacon shall be entitled to take back the goods. The taking back as well as the seizure of the goods on behalf of RLS Wacon shall only constitute a withdrawal from the contract if this is required by law or if RLS Wacon expressly declares this in writing.
- The rights of retention of title according to clauses 1 to 6 shall expire when all claims listed under clauses 1 or 2 have been settled, in the current account relationship with the settlement of the balance. The customer shall then be entitled to the assigned claims.
- If the value of the existing securities exceeds the claims to be secured by more than 20%, RLS Wacon shall be obliged to release securities of its own choice at the customer’s request.
XII Confidentiality, rights to results
- The customer undertakes to keep secret all confidential information, in particular details of the offers, such as technical solutions, prices, conditions, etc., as well as samples, drawings and other trade and business secrets, which it has received from RLS Wacon intentionally or by chance, not to make them accessible to third parties and not to use them for its own or third-party purposes. RLS Wacon shall be exclusively entitled to the property rights and copyrights to this confidential information.
- Upon full payment of the agreed remuneration, the customer shall acquire a non-exclusive, non-transferable, spatially and temporally unlimited right of use within the scope of the contractually agreed purpose of use to the results obtained within the scope of the services provided by RLS Wacon and handed over to the customer. Otherwise, all rights shall remain with RLS Wacon.
XIII Warranty
- The items delivered by RLS Wacon shall be inspected for defects immediately after the goods have been made available. The delivery or service shall be deemed approved if RLS Wacon is not notified in writing of obvious defects or an obvious wrong delivery within a preclusive period of fourteen days after the goods have been made available. In commercial transactions, non-obvious defects must be notified in writing within a preclusive period of fourteen days after their discovery. The timely dispatch of the notification shall suffice to preserve the customer’s rights.
- RLS Wacon shall only be liable for defects as a result of which the object of purchase does not correspond to the agreed quality or defects which reduce the suitability for the contractually stipulated use. In commercial transactions, wearing parts and damage caused by improper installation or use as well as repair work, maintenance activities or modifications not authorized by RLS Wacon shall be excluded from any warranty.
- Goods that are defective at the time of transfer of risk and for which RLS Wacon is liable pursuant to clause 1 shall be repaired or replaced at RLS Wacon’s discretion. If repair or replacement demonstrably fails or if the remedy of the defect would require a disproportionately high effort and is therefore refused, the customer may, at its option, demand a reduction of the remuneration or rescission of the contract.
- If there is a defect that significantly reduces the suitability of the goods for the contractually stipulated use, the customer shall be entitled, in addition to the rights set out in Section 3, to compensation and the right of withdrawal. 3, the customer shall also have the right to compensation and the right to withdraw from the contract.
- Costs of subsequent performance arising from the fact that the purchased goods were moved to a location other than the customer’s commercial establishment after delivery shall not be assumed.
- If the inspection of a return shipment made after a notice of defects reveals that the notice of defects was unjustified, RLS Wacon may charge a customary fee for the inspection of the goods and the costs for shipping.
- Warranty claims against merchants shall expire within one year.
XIV Liability
- In the case of merchants, liability for initial inability is limited to five times the transfer fee and to damages that are typically to be expected within the scope of the respective contract.
- Otherwise, RLS Wacon shall only be liable without limitation for intent and gross negligence and in the event of injury to life, body and health also by its legal representatives/executive employees and in the event of mandatory statutory provisions. RLS Wacon shall only be liable for the fault of other vicarious agents to the extent of the liability for initial incapacity (clause 1).
- RLS Wacon shall only be liable for slight negligence in the event of a breach of a cardinal obligation and only to the extent of liability for initial incapacity. Liability is otherwise excluded.
XV Final provisions
- Should one or more provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions. In place of the invalid provision, a valid provision shall be deemed to have been agreed which comes as close as possible to the economic intentions of the parties.
- Amendments to these GTC must be made in writing. This also applies to changes to the written form requirement.
- If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all present and future claims arising from the business relationship shall be D-31137 Hildesheim. The same applies if the customer has no general place of jurisdiction in the Federal Republic of Germany.
- German law shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
