General Terms and Conditions of use and business of RSH Consulting e.K. in commercial transactions with companies
Status: January 2016
1 Applicability
1.1 Unless otherwise expressly agreed to the following conditions apply to all contracts, deliveries and other services in commercial transactions with non-consumers within the meaning of § 310 paragraph 1 BGB. Different conditions, particularly conditions of the purchasing customer, are hereby rejected.
1.2 As part of an ongoing business relationship with merchants, the conditions will also be part of the contract if the company RSH Consulting e.K. is not explicitly mentioned your involvement.
1.3 Deviations from these terms and conditions are effective only if they have been confirmed in writing. oral contracts as well as ancillary to contracts with trade representatives and the reseller companies of RSH Consulting e.K. will be taken are not effective unless confirmed in writing.
2 Offers and Conclusion of Contract
2.1 All offers of the company RSH Consulting e.K. are non-binding, meaning that only an invitation to submit an offer.
2.2 Illustrations, dimensions, descriptions, specifications and other technical details in brochures, data sheets, price lists, etc. are not binding and do not represent a property assurances. The company RSH Consulting e.K. reserves the right to alter. The nature of a virgin is in principle from the text of the offer or the order confirmation, provided herein does not explicitly refer to other documents referenced.
2.3 Orders shall be deemed approved if the company RSH Consulting e.K. confirms in writing. This is especially true for electronic transactions (including e-shop, billing, etc.), in which the access confirmation of the order or not the mandatory declaration of acceptance of contract offer which, unless expressly that the adoption of the access will be confirmed in writing. The same applies to changes, additions or deviations from the bids. We reserve the right for technical changes within reasonable reserves, as well as the adaptation of products to a subsequent standardization.
2.4 Where employees, agents or sales agents of the company RSH Consulting e.K. contracts and ancillary agreements or oral representations meet these always require written confirmation signed by the representatives of the company RSH Consulting e.K..
2.5 Cost estimates, drawings and other documents the Company reserves RSH Consulting e.K. and its property and proprietary rights, right in front. All documents to be offered only after prior consent of RSH Consulting e.K. and made available to third parties and, if the order is not granted, upon request, be returned immediately.
2.6 The final contract is subject to the proper and timely delivery by suppliers of the company RSH Consulting e.K.. This only applies to the case in which the non-delivery by the company RSH Consulting e.K. is not caused by the company RSH Consulting e.K.. In particular, in a proper hedge transactiona a non-delivery is not under responsibility of the company RSH Consulting e.K..
3 Customer Privacy Policy
Hereby we inform that the company RSH Consulting e.K. will process obtained personal data in accordance with the provisions of the Federal Data Protection Act. More details about our privacy policy you will find here.
4 Prices and Payment
4.1 Prices are Euro (€) net prices direct from factory, plus packaging, plus delivery cost and insurance fee origin from Germany, and plus probable applicable sales tax especially for domestic or EU countries if no VAT registration No. is available. Prices are always the decisive factor of the current currency exchange rates (€, USD, GBP etc..) latest corrected in the resulting order confirmation or invoice. According to the currency exchange rate deviation the confirmed price could upward be corrected afterwards. Additional supplies and services are calculated separately and are expressed in the associated order confirmation and invoice all in one which requires your signature and payment for further agreement and proceedings if not an other payment method is used (CreditCard or PayPal etc.)
4.2 If the company RSH Consulting e.K. is carrying out the assembly or installation or assembly of the delivered products, unless otherwise agreed, the Purchaser shall pay in addition to the agreed remuneration and any necessary incidental expenses such as travel, costs for the transport of tools and personal luggage as well as allowances.
4.3 Unless otherwise agreed, the invoice has to be paid in advance before receiving the goods due immediately without deduction. After an overdue of 14 calendar days after settlement date, the customer is automatically in default of payment, without further notice from RSH Consulting e.K.. The same applies for repairs and other services. If the company RSH Consulting e.K. owe the installation or assembly of their supplied equipment, the due date of the invoice occurs with decrease (see 7.1 b).
In the case of payment through PayPal©, the accounting procedures and settlement has to be in accordance with the specified conditions PayPal©.
More details, see here: http://www.paypal.com/en.
4.4 Payments made by the customer, unless otherwise agreed, initially incurred costs and interest, then on the maturity date after the oldest debt.
4.5 The company RSH Consulting e.K. takes only agreed discountable exchange of payment. Credits on bills and checks will be subject to the receipt, minus the costs incurred by the value date on which the company RSH Consulting e.K. on the equivalent disposal. Check bills and costs borne by the customer.
4.6 In case of late payment, the statutory provisions. The default rate is 8% above the base rate. Any discounts agreed will not be granted, provided the customer with the payment of previous deliveries in default.
4.7 The claims of the company RSH Consulting e.K., regardless of the duration about incoming and credited change due immediately if the payment conditions are not met or known facts, which suggest that the payment of claims due to lack of capacity of the customers are at risk.
4.8 In case of default, the Company RSH Consulting e.K. has the right to deliver outstanding goods in steps against payment. In addition, the company RSH Consulting e.K. in this case has the right to deliver further supplies subject of a prior security or prepayment.
4.9 A refusal to pay or a withholding is nullified if the customer is the lack of complaint or other reason at the conclusion of the contract knew. This applies even if as the result of gross negligence has remained unknown, except that the Company RSH Consulting e.K. and the defect or other objection reason fraudulently concealed or a warranty for the quality of the thing has taken over. In addition, the payment due to defects or other claims only in a reasonable amount may be withheld. The amount of an appropriate withholding decides in case of dispute, one of the Chamber of Commerce and Industry Munich, Bavaria, appointed experts. This is also on the distribution of the costs of its involvement in its reasonable discretion deciding. Unilateral account deductions for the disposal of packaging material, in particular transport packaging are not admissible.
4.10 Offsetting is recognized only to the company RSH Consulting eK and legally judiciary possible, this requires the prior written consent.
4.11 The company RSH Consulting e.K. reserves the right to make their prices reasonable to change after the conclusion of the contract cost increases and cost reduction, particularly because of price change on the part of suppliers or price fluctuations. This need not be proven to the customer.
5 Supply and delivery delay
5.1 Unless a written and expressly designated as binding commitment by the Company RSH Consulting e.K. is present, a delivery period is only as approximately agreed. The delivery period does not begin before the day of the clarification of all technical and other details of customers, providing any required documentation and any agreed deposit.
5.2 Mode of deliveries are the free choice of the company RSH Consulting e.K. only. Customer has to express in writing the request and expense takeover of the total cost incl. insurance, if products should be dispatch outside of Germany
5.3 If the shipment on the request or fault of the customer is delayed, it stores the goods at the risk and expense of the customer in this case, the display of readiness to dispatch the same.
5.4 Partial deliveries are allowed in reasonable range.
5.5 The delivery period is extended, even within a delay, appropriate for admission to force majeure and all unforeseen, after conclusion of the contract occurred obstacles, which the buyer is not responsible, in particular also operational disturbances, strikes, lockouts or disruption of infrastructure, where such impediments demonstrably to delivery of the goods sold are of significant influence. This applies even if these circumstances occur at the suppliers of the company RSH Consulting e.K. and its subcontractors. The company RSH Consulting e.K. informs the customer as soon as possible about the begin and end of such obstacles. The customer may request from the Company RSH Consulting e.K. for a statement whether the company RSH Consulting e.K. wants to cancel the contract or wants to deliver within a reasonable time. If a partial delivery is fully operational, the customer cannot resign. If the company RSH Consulting e.K. does not explain immediately, the customer may rescind the agreement if this was agreed. Claims for damages are excluded in this case. The above regulations apply to the customer too, if the obstacles occur to the customer.
5.6 The company RSH Consulting e.K. is liable in terms of timely delivery only for his own fault and his assistants. For the fault of its suppliers the company has RSH Consulting e.K. is not liable because they are not their agents. The company RSH Consulting e.K. is obliged, upon request, possibly against their pre-release their claims to the customer.
5.7 In the event of a serious performance lag, the customer is obliged, at the request of the Company RSH Consulting e.K., to explain within a reasonable time whether he still insists on a delivery or wants to cancel the contract.
5.8 If the company RSH Consulting e.K. defaults in delivery, the customer may, provided he proves that he suffered damage from this is compensation for every completed week of delay by 0.5% overall, but not more than 5% of price for the part of the supplies.
5.9 Both claims for damages by the customer due to a delay in delivery and claims for damages in lieu of performance beyond the limit mentioned in the previous paragraph, in all cases of delayed delivery, even after expiry of the company RSH Consulting eK any prescribed period, be excluded. This shall not apply in cases of intent, gross negligence, or injury of life, body or health, liability is mandatory. The customer may cancel the contract within the legal terms and conditions of RSH Consulting eK Withdraw provisions only if the delay in delivery of the company RSH Consulting eK is responsible. A change in the burden of proof to the detriment of the customer is not connected with the above regulations
6 Supply on demand
6.1 For contracts with continuous delivery on demand, the company RSH Consulting e.K. is to be informed about already notified quantities and delivery when ordering. The company RSH Consulting E.K. is authorized to make the total amount of order according to their production planning at any time of the delivery period, unless it is expressly contrary agreements have been made. If the total quantity produced, as are subsequent changes of the ordered goods is not possible.
6.2 The customer has to classify the contractual obligation, the quantity ordered during the contract period and take off. If the order amount has not been removed in the release period, then the company RSH Consulting e.K. entitled, without prejudice to further legal rights to demand acceptance and payment of the entire remaining amount. The customer is at the end of the contract period, with the adoption of the non-scheduled and uncalled portion of the purchase amount in default.
6.3 Is a polling period is not specified, then the company RSH Consulting e.K., if the customer has made in a standard for the retrieval period from polling, has the right to set a deadline for the further drawdown and expire without prejudice to further legal rights, acceptance and to demand payment of the entire residual quantities.
6.4 A reasonable price equalization at intense, unpredictable changes in costs or quantity changes during the contract release order shall apply. For other reasons, the agreed prices cannot be changed, especially in the presence of a lower competitive bid.
7 Transfer of risk
7.1 The risk of accidental loss and deterioration is in everyone, so even with carriage paid delivery to the customer as follows:
a) for deliveries without installation or assembly with the handing over of the goods to a carrier or freight forwarder, but no later than leaving the warehouse of the company RSH Consulting eK, even if the extradition by the vehicles of the company RSH Consulting e.K. carried out. This also applies if delivery from the warehouse of a third party (Drop Ship) and for the return of goods. This is also valid for partial services. At the request and expense of the customer deliveries of any company RSH Consulting e.K. insured outside of Germany against the other transport risks.
b) in the case of delivery with installation or assembly on the day of the takeover in its own facility or, if agreed, after a successful trial run (decrease). The company RSH Consulting E.K. announces the Purchaser of the date of acceptance weekdays takes place usually 8:00 to 20:00 clock, at least three days in advance in writing to. If the customer does not participate in the acceptance date yet, the company RSH Consulting eK entitled to make their own choice to make the purchase of a publicly appointed and sworn expert (consultant) at the expense of the Buyer and to be here give a certificate of completion.
7.2. When the shipment, the delivery, start, performance of mounting or assembly, the Purchaser's own operations or the test operation to which the customer is delayed for reasons or if the customer has otherwise failed to accept delivery, the risk shall pass to the Customer immediately.
8 Warranty for defects
For defects the company RSH Consulting e.K. is liable as follows:
8.1 All parts or services shall at the discretion of the company RSH Consulting e.K. repaired free of charge, be repaired, replaced or provided again that exhibit a defect within the warranty period, regardless of the operating period, provided that the cause existed at the time of transfer of risk.
8.2 For relevant defects within the meaning of § 434, the company RSH Consulting e.K. liable except as follows: The customer must inspect the goods immediately for defects and condition. Obvious defects must be reported immediately, but not later than fourteen days notice to the company RSH Consulting e.K. to be reported. For reciprocal trade transactions amongst businessmen, §§ 377 remain unaffected 378 HGB.
8.3 If the Customer deficiencies of the goods, he may not regulate, ie they must not be shared, resold or processed until an agreement on the settlement of the claim is made.
8.4 The customer is obliged the company RSH Consulting e.K. to provide the goods or samples thereof for examination of the complaint are available. In case of culpable refusal, the warranty becomes void.
8.5 Claims for defects expire 12 months. This does not apply if the law pursuant to §§ 438 para. 1, no. 2 (buildings in items for buildings), § 479 para. 1 (recourse) and § 634 para. 1, no. 2 (building defects) BGB as well as in cases of injury of life, body or health, intentional or grossly negligent breach of duty of the company RSH Consulting e.K. and fraudulent concealment of a defect. The legal provisions regarding suspension, suspension and restart the deadline shall remain unaffected.
8.6 In the Complaints Customer payments may be withheld in an amount which is in proportion to the defects occurred. The Customer may withhold payments only if a complaint is made, the justification can be no doubt. If the complaint is unjustified, the company RSH Consulting eK entitled to demand compensation for the expenses incurred by customers here.
8.7 First, the company RSH Consulting e.k. must have the opportunity to remedy within a reasonable period of time.
8.8 If a repeated subsequent performance fails, the customer regardless of any compensation claims may withdraw from the contract or reduce the payment.
8.9 The warranty does not at a significant deviation from the agreed quality, of only minor impairment of usefulness, of natural wear or damage after the transfer of risk from faulty or negligent handling, excessive strain, unsuitable equipment, defective workmanship, inappropriate foundation soil or from particular external influences which are not assumed under the contract, or from non-reproducible software errors. Be made by customers or third parties make improper modifications or repair work, so there are no claims for these and the resulting consequences.
8.10 Claims of the Customer for necessary for the purpose of supplementary performance, in particular transport, travel, labor and material costs are excluded if the expenses increase because the item is delivered later transported to a place other than the customer's branch was is, unless the transfer is in accordance with its intended use.
8:11 Recourse by the customer against the company RSH Consulting e.K. pursuant to § 478 BGB (recourse of the entrepreneur) exist only insofar as the customer has not entered with his customers over and above statutory warranty claims beyond agreement. The scope of the recourse of the buyer against the company RSH Consulting e.K. pursuant to § 478 para. 2 BGB also does no. 9.1 accordingly.
8.12 Claims for damages shall otherwise no. 9. Further or other than those regulated in this paragraph customer claims against the company RSH Consulting e.K. and its agents due to a defect are excluded.
9 Limitation of Liability
9.1 compensation and reimbursement claims by the purchaser (hereinafter: compensation claims), for whatever legal reason, including infringement of obligations under the contract or in tort are excluded. This does not apply in cases of the assumption of a guarantee or a procurement risk. This also does not applies where mandatory liability, e.g., Under the Product Liability Act, in cases of gross misconduct (intent and gross negligence), or injury of life, body or health or the violation of essential contractual obligations. The claim for damages for breach of essential contractual obligations shall be limited to the typical foreseeable damage if there is no gross negligence or liability for injury of life, body or health. A change in the burden of proof to the detriment of the buyer is not connected.
9.2 This rule applies to the customer.
9.3 In the case of export by RSH Consulting e.K. delivered goods by the purchaser in areas outside the Federal Republic of Germany, RSH Consulting e.K. has no liability if by RSH Consulting e.K. delivered goods property rights of third parties are violated. The purchaser is obliged to compensate for the loss of the RSH Consulting e.K. is caused by the export of goods from RSH Consulting e.K. not expressly provided for export.
9.4 The statutory warranty periods. For differing commitments of the customer to supplier, but no longer than one year warranty after delivery apply. Extended warranties and extended warranties require written agreement.
9.5 The liability for intent and for the damages claims based on injury to life, body or health, the statutory limitations apply. In addition, claims for damages against the company RSH Consulting e.K. expire in a year.
10 Retention of title
10.1 The Company RSH Consulting E.K. retains title to the goods until full payment of the invoice price. For goods that the customer as part of an ongoing business relationship with the company RSH Consulting e.K. refers to these reserves ownership until all their demands against the buyer of the business condition, including claims arising in future, also from simultaneous or subsequent contracts, have been settled. This is true even if some or all claims of the buyer were included in a current account and the balance is drawn and recognized. If, in connection with the payment of the purchase price by the customer, a liability of the company RSH Consulting e.K. founded, the retention shall not expire before redemption of the bill by the customer as drawee. If payment of the customer, the company RSH Consulting e.K. entitled to take back the goods, if necessary, to enter the premises of the customer and taking it away. The customer is obliged to return the goods.
10.2 If the goods are processed by the customer to a new movable or processing takes place for the company RSH Consulting e.K. without them any obligation, is the new thing the property of RSH Consulting e.K. When working with not the company RSH Consulting e.K. acquires goods belonging to the company RSH Consulting e.K. Ownership of the new item in proportion to the value of the goods to the other goods at the time of processing. If the goods are not with the company RSH Consulting e.K. belonging goods in accordance with §§ 947, 948 BGB, mixed or blended, the company RSH Consulting e.K. Co-owner in accordance with the statutory provisions. If the customer purchases by combining, mixing or blending exclusive property, it will automatically transfer to the Seller co-ownership in the proportion of the value of the goods to the other goods at the time of joining or mixing. The customer has in these cases, which are owned or co-owned the company RSH Consulting e.K. Related thing, which is also the above conditions are considered reserved goods in the sense, to be kept free of charge.
10.3 If the reserved goods alone or together with not the company RSH Consulting e.K. sold belonging goods, the customer hereby, that at the time the contract is concluded, the result from the re-sale of goods in the amount of the value of the reserved goods with all ancillary rights and priority over the rest; the company RSH Consulting E.K. accepts the assignment. Value of the goods is the invoice amount of the company RSH Consulting e.K., but which is not recognized to the extent rights prevent him from third parties. If the resold reserved goods in co-ownership of the company RSH Consulting e.K., then the assignment of the claim extends to the amount of the share value of the company RSH Consulting e.K. corresponds to the co-ownership.
10.4 If the reserved goods are installed by the customer as an essential component in the land, ship building, vehicle or aircraft of a third party, the customer transfers the receivables against the third party, or whom it may concern, resulting assignable claims to compensation equal to the value of the reserved goods with all ancillary rights including such a provision of securing mortgage with priority over the rest; the company RSH Consulting e.K. accepts the assignment. No. 10.3 shall apply accordingly.
10.5 The purchaser is entitled and authorized that the requirements i to resell, use or install the reserved goods in the usual and ordinary course of business to the condition. S. v. Par. 3 to 4 on the company RSH Consulting e.K. actually transferred. To dispose of the reserved goods, especially pledge or transfer of ownership of the customer is not entitled. A transfer in the way of genuine factoring is permitted to the customer only on condition that the company RSH Consulting e.K. this is displayed stating the factoring bank or kept there accounts of the customer or the factoring proceeds exceed the value of the secured claim of the seller. With the crediting of the factoring proceeds the claim of the company RSH Consulting e.K. immediately due.
10.6 The Company RSH Consulting e.K. authorizes the customer, subject to revocation, to collect under no. 10.3 to 10.5 assigned claims. The company RSH Consulting e.K. will make use of the right of seizure no use, as long as the buyer meets his payment obligations, including to third parties. At the request of the company RSH Consulting e.K. the customer has to name the debtors of the assigned claims and notify them of the assignment; the company RSH Consulting e.K. is authorized to notify the debtors of the assignment itself. At present there is good cause, especially for late payment, payment, opening of insolvency proceedings, bill protest or if comparable substantiated evidence to suggest an insolvency of the customer, the company RSH Consulting e.K. the right to revoke the authorization of the customer.
10.7 execution activities in the reserved goods or the assigned claims the customer of the company RSH Consulting e.K. immediately inform and hand over the documents required for opposition.
10.8 Cessation of payment and / or request to open insolvency proceedings, the right to resell, use or install the reserved goods or the authorization to collect the assigned claims; with a check or bill protest debit authorization shall also expire. This does not apply to the rights of the insolvency administrator.
10.9 If the value of the securities granted receivables (less any and partial payments) by more than 15%, the company RSH Consulting e.K. obliged to re-transfer or release of their choice. Upon payment of all debts of the company RSH Consulting e.K. go out of business relationship, the ownership of the reserved goods and the assigned claims shall pass to the customer.
11 Confidentiality
Unless expressly agreed otherwise in writing, all information to RSH Consulting e.K. in connection with orders is not considered confidential information.
12 Design changes
The company RSH Consulting e.K. reserves the right at any time to make design changes. It is not required to make such changes to products already delivered.
13 Jurisdiction and applicable law
13.1 The place of performance and jurisdiction for deliveries and payments (including checks and bills) and all the parties disputes arising if the customer is a merchant, a legal entity under public law or public special fund, the headquarters of the company RSH Consulting e.K. in 25486 Alveslohe/Germany. The company RSH Consulting e.K. however, is entitled to sue at the customer's domicile.
13.2 The relationship between the parties governed solely in accordance with the Federal Republic of Germany applicable law to the exclusion of the CISG (CISG) and the private international law.
13.3 If these Terms are in a language other than German, so the text in German language is crucial for the resulting rights and obligations and their enforcement.
14 Liability of the Treaty
The contract shall remain binding even if legal invalidity of individual provisions in its other parts.