General terms and conditions
RLS Wacon analytics GmbH
Gropiusstr. 12, 31137 Hildesheim, Germany
- These GTC shall apply to all offers and contracts concluded by RLS Wacon analytics GmbH (hereinafter referred to as "RLS Wacon"), also in current or future business relations. The version of the GTC valid at the time of conclusion of the contract shall be authoritative.
- Terms and conditions of the customer deviating from these GTC shall not apply unless they have been confirmed in writing by RLS Wacon.
- The deliveries and services of RLS Wacon are designed for the B2B sector and are provided exclusively to entrepreneurs (traders or self-employed professionals). By ordering goods and services from RLS Wacon, the customer declares at the same time to act as an entrepreneur.
II Sales documents and prices
- Offers and price lists of 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 are essential.
- RLS Wacon reserves the right to make changes to the design that are necessary or reasonable from a technical point of view.
- The customer has to check the usability of the goods for his purposes on his own responsibility.
- RLS Wacon's prices are quoted in Euro EXW from D-31137 (Incoterms® 2020) plus VAT, freight and packaging valid at the time of delivery or performance and only for the respective individual order. Special services will be charged separately.
- Orders for which fixed prices have not been expressly agreed shall be invoiced at the prices applicable on the date of delivery or performance in accordance with the price list.
- The time of delivery or performance shall only be deemed to be approximately agreed 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 any agreed down payment.
- Subsequent requests for changes or additions by the customer shall extend the delivery/service period in a reasonable manner until RLS Wacon has checked their feasibility and by the period required to implement the new specifications in production.
- The period for the provision of services shall be extended appropriately if and as long as the customer does not 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 latter may only declare its withdrawal from the entire contract or claim damages for non-performance 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 are not responsible (e.g. force majeure, strikes, lockouts, operational disruptions, difficulties in the procurement of materials and energy, transport delays, measures taken 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 upstream 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, he may withdraw from the contract by written declaration to RLS Wacon.
V Place of performance, shipment and transfer of risk
- 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) for the account of the customer. 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 will be informed immediately by RLS Wacon that the goods are ready for pick-up.
- 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 transport persons) and installation.
- Insofar as it is agreed that RLS Wacon shall provide transport, RLS Wacon shall choose the safest and most cost-effective solution for transport in its discretion.
- If shipment or performance is delayed due to circumstances beyond the control of RLS Wacon,
- 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/shipment,
- the customer shall nevertheless remain obligated to accept and pay for the goods/services,
- RLS Wacon shall be entitled to invoice,
- RLS Wacon shall have the right 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 resulting from failure to provide timely instructions and to complete necessary formalities incumbent upon him.
VI Provision of services
- When providing services, RLS Wacon only owes the provision of a service, but not a specific success. Any deviating agreements must be made expressly and in writing. RLS Wacon undertakes to render the services with due care customary in the industry and in compliance with the generally accepted rules of technology.
- If, in deviation from clause 1, it has been agreed that RLS Wacon owes a certain success in the performance of a service by way of exception, an acceptance shall be carried out. Unless otherwise agreed, the customer shall be obliged to accept the work without delay, at the latest, however, within 14 days after notification of completion by RLS Wacon. If the customer takes the objects on which RLS Wacon has performed the services into use, this shall be deemed to be acceptance.
- Unless otherwise agreed, RLS Wacon shall be entitled to render services through third parties (experts, subcontractors).
- The customer has no claim 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 the 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 Cooperation obligations of the customer
- The customer shall ensure that all prerequisites required for the performance of the service are created and that all necessary documents and approvals are submitted in due time and that RLS Wacon is informed in due time of all circumstances relevant for the performance.
- The Customer shall be solely responsible for obtaining any permits required for the provision of the Services.
- Insofar as 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 case of obstacles to performance
- If RLS Wacon is responsible for obtaining permits, in particular for the export/shipment/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 regulations as well as embargoes 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 requested by RLS Wacon is not granted, the contract shall be deemed not to have been concluded with regard to the delivery/service affected thereby.
- Payments shall be made within 30 days from the date of invoice without any deduction free RLS Wacon's payment office.
- 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 damage caused by default remains 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 is made.
- RLS Wacon shall accept discountable bills of exchange or checks only upon express agreement and only on account of payment. All resulting costs/expenses are to be paid immediately in cash when the bill of exchange/check is handed over. Bills of exchange or checks will only be credited after unconditional receipt of the net proceeds and only in the amount of the same.
- If justified doubts arise as to the customer's ability to pay, e.g. due to sluggish payment or default in payment, RLS Wacon may demand security or advance payment. If the customer does not comply with this demand within a reasonable period of time, RLS Wacon may withdraw from the unfulfilled part of the delivery contract. The deadline is dispensable if the customer is recognizably unable to provide security, for example if insolvency proceedings have been filed against the customer's assets.
- The customer may only offset such claims that are undisputed or have been legally established.
XI Retention of title
- RLS Wacon retains ownership of the delivered goods until full payment of the purchase price. In the case of so-called check / bill of exchange coverage, the retention of title shall remain in effect until the given bills of exchange / checks have been cashed.
- With respect to merchants, the retention of title shall apply until full payment of all claims arising from the business relationship.
- Treatment 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 combination with other goods, RLS Wacon shall acquire co-ownership of the new goods in the ratio of the invoice value of the reserved goods to that of the other materials.
- The customer shall adequately insure the reserved goods, in particular against loss and damage, at replacement value. At the request of RLS Wacon, the customer shall submit a confirmation of insurance as well as proof of premium payment. The customer hereby assigns to RLS Wacon any claims against the insurance company to 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 reserved goods 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 him from the resale against third parties. RLS Wacon accepts the assignment. In case of inclusion in a current account, the assignment refers to the closing balance. The customer shall be authorized to collect the claims even after the assignment. The authority of RLS Wacon to collect the claims itself shall remain unaffected; RLS Wacon undertakes not to collect the claims as long as the customer meets his 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 required for collection, hands over the associated documents and notifies the debtors of the assignment.
- As long as the reservation of title exists, the customer may neither assign nor pledge goods as security without the consent of RLS Wacon. The customer must notify RLS Wacon immediately of any seizures or other interventions by third parties. He shall be 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 that nullify or impair the advance assignments of claims to RLS Wacon.
- In case of breach of contract by the customer, in particular in case of default of payment, RLS Wacon shall be entitled to take back the goods. The taking back as well as the seizure of the item 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 clause 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 offers, such as technical solutions, prices, conditions, etc., as well as samples, drawings and other trade and business secrets, which he has received from RLS Wacon, whether deliberately or by chance, not to make them available to third parties, nor to use them for his own or third parties' purposes. RLS Wacon is 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 for the results obtained within the scope of the services rendered by RLS Wacon and handed over to the customer. In all other respects, all rights shall remain with RLS Wacon.
- 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 to have been approved if obvious defects or an obvious wrong delivery are not notified to RLS Wacon in writing 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. In order to preserve the rights of the customer, it is sufficient to send the notification in due time.
- 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, parts subject to wear and tear and damage resulting from improper installation or use as well as rectification work, maintenance activities or modifications not approved by RLS Wacon are excluded from any warranty.
- Goods showing defects for which RLS Wacon is liable according to clause 1 at the time of passing of risk shall be repaired or replaced at the discretion of RLS Wacon. If rectification of the defect or replacement delivery demonstrably fails or if the rectification of the defect would require a disproportionately high effort and is therefore refused, the customer may, at his discretion, demand a reduction of the remuneration or rescission of the contract.
- If there is a defect that significantly reduces the suitability for the contractually required use, the customer shall 3also have the right to damages and the right to withdraw from the contract in addition to the rights pursuant to section.
- Costs of supplementary performance arising from the fact that the purchased goods were taken to a place other than the customer's commercial establishment after delivery shall not be borne.
- If the examination of a return shipment made after a notice of defect has been given shows that the notice of defect was wrongly given, RLS Wacon may charge a customary fee for the examination of the goods and the costs of shipment.
- Warranty claims against merchants shall become statute-barred within one year.
- In relation to merchants, liability for initial inability to perform shall be limited to five times the transfer fee as well as to damages that can typically be expected to occur within the scope of the respective contract.
- In all other respects, RLS Wacon shall be liable without limitation only for intent and gross negligence and in the event of injury to life, limb and health also by its legal representatives/managing employees as well as 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 (clause1 ).
- 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. In all other respects liability is 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 the change of 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).