General terms and conditions of sales
The terms and conditions of sales, delivery and payment apply to all contracts made between our customers and the company RVT Process Equipment GmbH, regardless of the product supplied or services rendered.
1. These General Terms and Conditions apply to companies as defined by § 14 BGB (German Civil Code), legal entities under public law and special funds under public law acc. to § 310 (1) BGB (German Civil Code). RVT's quotations are not binding offers. All offers made by RVT shall be subject to change without notice and subject to prior sale. Orders and agreements shall only become binding based on RVT`s written order confirmation or by delivery, with the invoice in the latter case substituting the order confirmation. Orders, order confirmations, amendments, and supplements thereto, must be made in writ-ing.
2. The party placing the order (Buyer) recognises the General Terms and Conditions of Sale as being binding for the whole business relationship and recognises that they are the only terms and conditions to which the business relationship is subject to. All deliveries shall be provided exclusively based on these General Terms and Conditions of Sale. References made by the Buyer to its General Terms and Condi-tions are hereby rejected. RVT's General Terms and Conditions of Sale shall also apply to all future busi-ness even if agreement to such is not expressly repeated. Deviations from these General Terms and Conditions of Sale require the explicit written approval of RVT.
If individual provisions of these General Terms and Conditions of Sale should be legally invalid, this shall not affect the validity of the remaining General Terms and Conditions of Sale.
3. Prices are ex works exclusive of packaging, freight, transport insurance and any Value Added Tax or other taxes chargeable in respect of the supply of products. If prices in quotations or order confirmations are not explicitly marked as fixed prices, RVT reserves the right to price adjustments if, after conclusion of the contract and before delivery, RVT`s costs for raw materials, wages, energy and general duties increase significantly and demonstrably.
4. RVT points out that should the delivered products be re-sold export regulations may become applica-ble. In addition, the goods delivered by RVT may include US-components (goods, software, technology) and these circumstances can make it necessary to comply with the US American regulations. The Buyer undertakes vis-à-vis RVT to ensure the pertinent export regulations are complied with in case of a re-export. RVT is entitled to verify the compliance with the pertinent export regulations directly at the Buyer’s premises. In case of non-compliance with these regulations and any possible claims by third par-ties, RVT is entitled to claim damages.
5. Any technical advice, verbal or written, provided by RVT in respect of application shall not be binding - also in relation to any property rights of third parties - and shall not release the Buyer from examining the products regarding their suitability for the processes and purposes for the intended use.
6. Partial deliveries shall be allowed and RVT shall have the right to deliver up to 10 % more or less than the quantity stated. The minimum ordering quantity is one packaging unit. Insignificant deviations in the quality do not constitute a defect. Such deviations may fall within the industry norm and may be unavoid-able. The Buyer accepts these insignificant deviations.
1. Invoices are issued on delivery day and are payable within thirty (30) days of invoice day, net, without deductions. For all types of payment, the date of settlement shall be the date when the amount is in RVT`s bank account. Unless otherwise agreed in writing, payments shall be made in EURO exclusively.
2. The invoiced amount will be due for payment from date of delivery/performance, net without deduction.
3. Without limiting RVT`s other rights and remedies for any failure of the Buyer to effect due payments, RVT shall be entitled to charge interest on any overdue sums at 9% above the base lending rate of § 247 BGB (German Civil Code). In addition, a late payment fee of 40,- EUR will be charged for commercial buyers which will be deducted from the interest on arrears. Bills of exchange are not accepted.
Buyer may not offset an account receivable/payable to him against one he owes to RVT, nor may he exercise the right of retention against such an account, unless this counter claim is undisputed or found to be legally valid.
In the event of default of payment, or in the event of circumstances occurring that are capable of impair-ing the credit worthiness of the Buyer, all current accounts and the sums of all invoices shall become due and enforceable immediately.
Furthermore, RVT shall be entitled to effect any outstanding shipments only against advance payment. If advance payments are not made, RVT shall, after setting a reasonable period, be entitled to withdraw from the contract or to claim damages for non-performance. Furthermore, RVT is entitled to prohibit the Buyer from reselling the products and retrieve unpaid products and withdraw bills of exchange from circu-lation at the expense of the Buyer.
1. The products delivered remain the property of RVT, RVT retains title to any products until payments for all accounts receivable from the Buyer are received in full by RVT. This shall also include settlements of any running account balances payable by the Buyer which may arise.
2. Products under retention of title and supplied by RVT shall always be processed and converted to the exclusion of any acquisition of title under § 950 BGB (German Civil Code) on RVT`s behalf. The products processed shall serve as our security only to the amount of the value of the products under retention of title (III.1.).
3. In the event of any processing or conversion by the Buyer with products not belonging to RVT accord-ing to §§ 947, 948 BGB (German Civil Code), RVT shall have the right of co-title to the new product in the ratio of the value of products supplied by RVT (invoiced value) with the result that this new product (co-title) is then subject to retention of title within the meaning of these conditions.
4. The Buyer shall be entitled to sell the products under retention of title in the orderly course of business if he also agreed with its buyer retention of title in accordance with III.1. – 3. The Buyer is not entitled to any other disposals of products subject to retention of title; they must neither be pledged nor assigned by any other way of security.
5. If the Buyer sells the products under retention of title delivered by RVT, the Buyer shall consequently hereby assign to RVT immediately, until all the accounts payable to RVT from the business relationship have been paid up in full, all the accounts receivable to which the Buyer is entitled against his buyer from selling products in the amount of his resale price to the buyer. The Buyer shall also assign to RVT all ancillary rights arising thereof against his buyer. At the request of RVT, the Buyer is obliged to give RVT all information and documents necessary to assert the rights against the final buyer.
6. In the event, that RVT has acquired co-title in case of processing or combination, such assignments to RVT (III. of these General Terms and Conditions) take place in the proportion of the value of the products delivered by RVT with retention of title to the value of the products of third parties with retention of title.
7. Where the value of the securities due to RVT exceeds the claims of RVT by more than 10%, the Buyer shall be entitled to demand the releases of a proportionate part of the securities of RVT`s choice.
8. RVT must be notified immediately of any confiscation or seizure of the products by a third party. Inter-vention costs arising therefrom will in any case be borne by the Buyer.
9. The Buyer shall adequately insure all products under retention of title especially against fire and theft. Any claims for damages against the insurers shall hereby be assigned to RVT in the amount of the value of products under retention of title.
10. If pursuant to the provisions above RVT makes use of the reservation of ownership by taking back the products subject to retention of title, RVT will be entitled to resell the products in the open market or to sell them by auction. The products subject to retention of title shall be taken back at the earned revenue, but at most at the agreed delivery prices. Further claims for damages, in particular loss of profit, are re-served.
1. Delivery deadlines principally commence with the date of RVT`s order confirmation, however not be-fore receipt of any agreed down payments and especially not before, if agreed, the provision of all neces-sary documents/material to be made available by the Buyer. Changes in design requested by the Buyer interrupt delivery periods. The delivery period continues when revised drawings have been approved by the Buyer.
2. Unless agreed otherwise, the periods of delivery and performance shall be met if, until such time as they expire, the item of delivery has left the plant or notice has been given that it is ready for dispatch or the service has been performed.
3. In the case of call orders without binding agreements of manufacturing quantities, terms and delivery schedules, RVT may demand a binding determination three months after order confirmation at the latest.
4. If binding delivery deadlines are not met due to RVT, it is a default of delivery. Then the Buyer shall be entitled, to the exclusion of any further claims, to demand appropriate compensation or withdraw from the contract following a reasonable period of grace, provided notification of the rejection of the delivery was given when the period of grace was agreed. As compensation for delay, RVT shall pay damages up to a maximum of 5 % of the value of the delayed part of the delivery. In the event delay is caused by ordinary negligence the foregoing liquidated damages are a conclusive regulation. If the delay is caused by intent or gross negligence, the Buyer is entitled to enforce rights acc. to VIII. (Liability).
5. If the delivery is delayed at the request of the Buyer by more than one (1) month after the agreed de-livery date or following the notification of the readiness for delivery, RVT is entitled to charge for each additional month a fixed storage fee amounting to 0.5% of the price of the delivery, but no more than 6% of the order value. The proof of higher or lower storage fees shall remain reserved.
6. Force majeure or unforeseen obstacles, RVT is not responsible for, regardless of whether they occur in RVT’s own factory or in the factory of RVT’s sub-suppliers or transport companies, may interrupt RVT’s delivery obligation. If the disruption is temporary, RVT shall consequently be entitled to postpone or re-duce the delivery to the extent that its ability to deliver is affected by such events. Consequences of delay do not apply to the aforementioned period. In the event of the time limit being exceeded for a prolonged period, RVT and - after first granting a period of grace - the Buyer shall be entitled to withdraw from the contract. Events which are considered the result of a force majeure include but are not limited to natural disasters, industrial disputes, strikes, shortage of raw material and energy, riots, acts of war or terrorist conflicts, fire damage, floods, epidemics, pandemics, official / regulatory actions and unforeseeable diffi-culties in deliveries beyond the control of RVT.
7. RVT bears no liability for delays in delivery arising from export restrictions or non-delivery due to export restrictions. If it arises, after conclusion of the contract, that execution of delivery is not possible under the terms contracted, RVT is entitled to withdraw from the contract at any time. In such a case, the contrac-tual obligations fulfilled by the two parties shall be reversed. In this case RVT bears no liability for com-pensation or damages.
1. The Buyer shall guarantee that the products and services ordered by the Buyer do not violate the property rights of any third party. The Buyer shall indemnify RVT against any liability that may arise. If RVT shall affix marks and quality marks, requested by the Buyer, the Buyer warrants that he is author-ized for keeping such marks.
2. RVT retains all rights of ownership and copyrights to drawings, samples and similar information pro-vided by RVT. Such documents may not be made available to third parties without RVT`s prior written consent. In the event of violation, compensation for damages will be claimed.
1. Unless otherwise agreed, products shall be delivered to the Buyer in standard packaging which is common for trade. Packaging like bags, boxes or pallets is charged extra and is non-returnable. The method of dispatch shall be left to the discretion of RVT. If special packaging is required or the Buyer specifies a particular method of dispatch, the additional costs incurred will be invoiced to the Buyer. Post-age fees for items, as they are specifically requested or are useful for smaller size deliveries, will be in-voiced separately.
2. The Buyer bears the costs for delivery and the risk passes to the Buyer from the moment, the products leave RVT’s factory. RVT shall not accept any liability for damage and losses in transit. This shall also apply for consignments sent carriage paid. If delivery is postponed at the Buyer’s request, the risk shall pass over to the Buyer for the period of the delay from the day on which the products are ready for deliv-ery. The Buyer shall bear the risk of storage, breakage, transit, theft, fire damage and other expressly agreed risks. Upon written request by the Buyer, the products will be insured against the aforementioned risks. Any damage in transit must be instantly reported to the carrier before taking over the products.
All Products shall comply with descriptions and specifications defined in the order confirmation acc. to approved drawings. RVT shall assume warranty for the functionality or suitability for a specific purpose only with explicit prior written assurance. In the event of defective goods being delivered, the following warranty provision apply, while reserving Section VIII and barring any further claims:
1. RVT must be notified by the Buyer of any defects that may be discovered during routine inspection acc. to § 377 HGB (German Commercial Code) within two (2) weeks of delivery; other defects must be reported within one (1) week after they have been discovered, but at the latest six (6) months after deliv-ery. Notifications must be in writing.
2. If the goods are defective - quality, dimensions and performance of all products is defined by the ap-proved drawings - it shall be at the discretion of RVT as to whether such defects are remedied by supply-ing a replacement part or by rectifying the defect free of charge. If the rectification of defects is unsuc-cessful twice or RVT does not fulfil his obligation to remedy the defects within a reasonable period, the Buyer may either - irrespective of any damage claims under the provisions of Section VIII - withdraw from the contract or reduce the purchase price.
3. The Buyer's warranty claims for defective products expire within one (1) year of delivery / acceptance or of notification of readiness for delivery if delivery is delayed for reasons attributable to the Buyer. Inso-far as longer periods are mandatory in accordance with § 438 (1) No. 2 BGB, § 445b BGB and § 634a (1) BGB (German Civil Code), these periods shall apply.
Defective parts are to be returned freight collect to RVT upon request. Other returns will only be accepted if RVT was able to submit a written statement on the complaint. The Buyer is not entitled to claim expend-itures required for the purpose of the rectification/replacement delivery, in particular costs for transporta-tion, travelling, work and material, including installation and removal costs if applicable, as far as the ex-penditures are increased because the delivered products have been forwarded afterwards to another place than the agreed delivery address.
4. RVT’s obligation under warranty shall expire if the goods have suffered as the result of improper treat-ment (including storage and installation) or they have been subject to unauthorized repairs.
Only in urgent cases to avoid unreasonably greater damage, of which RVT must be informed immediate-ly, or if RVT is in default of remedying defects, the Buyer is entitled to remedy the defect itself or have a third party do the repair. RVT shall reimburse the Buyer for reasonable and demonstrable costs incurred.
5. Warranty claims of the Buyer are not assignable. RVT bears no warranty other than the one set forth herein. All other warranties are hereby expressly excluded.
RVT shall be liable without limitation in accordance with statutory provisions - irrespective of the legal basis - in all cases of damage attributable to intent or gross negligence of RVT or its agents.
In the case of ordinarily negligent violation of fundamental contractual obligations, RVT`s liability shall be limited to compensation that is typical and foreseeable at the time of conclusion of the contract. In all other respects, RVT’s liability shall be excluded. The foregoing limitations of liability do not apply if liability is mandatory under applicable law especially for injury to persons, fraud, guarantee and liability under product liability law.
Place of fulfilment shall be RVT’s main office in Marktrodach. The place of jurisdiction for all legal dis-putes shall be exclusively RVT`s registered office.
These General Terms and Conditions of Sale shall be governed by German law. The UN Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.
These General Terms and Conditions of Sale are valid since 01.01.2022 and replace any former Terms and Conditions agreed to date. The German version is authoritative.
