Robotic Solutions GmbH | Carl-Friedrich-Gauß-Str. 7 | 47475 Kamp-Lintfort
1. General
All our deliveries and services are based exclusively on our following terms and conditions. The customer's terms and conditions shall not apply even if we do not expressly object to them and carry out the delivery.
2. Offer, conclusion of contract, written form
2.1 Our offers are always subject to change. Technical details and descriptions of the delivery item in offers, brochures and other information are non-binding. After the customer has placed an order, the contract is concluded by our written order confirmation, which is also legally valid if it is typed and without signature and reproduction of name.
2.2 Information provided prior to the order in the course of order processing, in particular regarding performance, consumption or other individual data, shall only be binding if confirmed by us as binding in writing with the order confirmation or thereafter.
3. Prices
3.1 The prices valid on the day of delivery plus statutory VAT apply. The prices for copper cables include a copper base of €150 per 100 kg of copper (except for underground cables: copper base -0- and telecommunications cables: copper base €100 per 100 kg of copper) unless otherwise stated in the price quotation. The basis for calculating the sales price is the DEL quotation for copper published on the stock exchange on the day after receipt of the order plus 1 % metal procurement costs. The sales price shall be increased or reduced by the difference between the copper basis and the DEL quotation. If other metals (e.g. aluminum or lead) are used, the settlement is carried out analogously to the copper price handling. The values contained in the offer are the starting point. In the case of items without a metal base, i.e. full pricing (cable glands etc.), we reserve the right to make a corresponding adjustment in the event of extraordinary changes in raw material prices. Metal or raw material price surcharges and discounts are always net.
3.2 If unforeseeable increases in material, wage or transportation costs, taxes or duties occur between conclusion of the contract and delivery, we shall be entitled to make a price adjustment corresponding to these factors if delivery is not to be made within four months of conclusion of the contract. If the customer makes changes after conclusion of the contract, we may adjust the prices to reflect the additional costs resulting from the change.
4. Minimum order value and minimum quantity surcharges
The minimum order value is €100 net. Orders with a lower value are subject to a pro rata charge of € 25.
5. Fiber optic cable
Fiber optic cables are excluded from exchange. In the event of faulty delivery, the goods will be replaced. Further claims are expressly excluded.
6. Delivery quantities
Under- and overlengths of +/- 10 % are permissible. Delivery can be made in various partial lengths for product, production or commercial reasons. In the case of custom-made products, we reserve the right to deliver up to 15% of the order quantity in short or long lengths. In the case of cut-to-length or fixed-length orders, the length-related measurement tolerance is 0.4% to 2%. If partial deliveries are reasonable, these can be made and invoiced separately.
7 Deadlines and dates
7.1 Delivery dates and deadlines stated in the order confirmation shall be adhered to by us to the best of our ability; however, they only reflect the expected delivery time and not a fixed or calendar-based agreed delivery time.
7.2 Delivery periods shall not commence until all details have been fully clarified. The execution of deliveries is subject to the timely response to all queries, the submission of all necessary or requested drawings and documents or work parts to be provided, the granting of all necessary releases and approvals, otherwise the delivery period shall be extended accordingly.
7.3 Deadlines and dates shall be deemed to have been met if the consignment has been dispatched, notified that it is ready for dispatch or collected within the deadline or on the date specified.
7.4 We are only obliged to execute an order or to deliver if the customer has made all agreed payments. If payments are made late, we may extend the delivery periods accordingly.
7.5 If non-compliance with a deadline or date is due to force majeure, mobilization, war, riot, strike, lockout or other unforeseeable obstacles affecting our business for which we are not responsible and which occurred or became known to us after conclusion of the contract, the deadline or date shall be extended accordingly. This shall also apply in cases of unforeseeable events which affect the operations of our supplier and for which neither he nor we are responsible. If the hindrance lasts longer than three months, the purchaser shall be entitled, after setting a reasonable grace period, to withdraw from the part of the contract which has not yet been fulfilled.
7.6 If a contractual penalty is agreed, its amount shall be limited to 5% of the order amount. 7.7 If dispatch is delayed at the customer's request or for other reasons for which the customer is responsible, we may charge storage costs of at least 0.5% of the invoice amount for each month or part thereof, starting one month after notification of readiness for dispatch. The storage fee shall be limited to a total of 5% of the invoice amount, unless we can prove that we have incurred higher costs.
8. Packaging type and costs
8.1 The shipping packaging shall be charged separately or provided on loan. If the delivery is made on drums from Kabeltrommel GmbH, Cologne (KTG), the drum rental will be charged directly by KTG in accordance with its terms and conditions. Our goods are usually shipped by UPS. After release, these drums must be reported directly to KTG. The relevant guidelines shall be deemed an integral part of these General Terms and Conditions of Delivery and will be sent on request. If the delivery is made on disposable drums, no drum rental will be charged. Disposable drums are generally excluded from return. However, if they are in perfect condition, they can be returned to us free of charge to the receiving station by prior agreement. We reserve the right to ship the goods on KTG or disposable drums.
8.2 The delivery of pallet cages and Euro flat pallets shall be made in exchange; in the event of delays, the costs incurred by the supplier shall be charged to the customer. Unless labeled as disposable drums, drums shall be returned carriage paid and credited at 2/3 of the invoiced value, provided they can be reused.
9 Transfer of risk, shipping method and costs
9.1 For all deliveries - including cif or fob deliveries or self-collection - the risk shall pass to the customer as soon as the consignment has been handed over to the person carrying out the transportation or has left our warehouse for the purpose of dispatch, irrespective of who bears the freight costs. If shipment becomes impossible through no fault of our own, the risk shall pass to the buyer upon notification of readiness for shipment.
9.2 Shipment shall be at the expense of the customer. We shall only take out insurance at the express request of the customer, who shall bear the costs. No freight charges will be made for collection.
9.3 IIf it is agreed in writing that the goods are to be delivered free domicile and duty paid, the customer shall nevertheless bear the additional costs caused by express shipment or a special mode of transportation ordered by him. Transport insurance policies to be taken out by us on the basis of this agreement shall only cover damage due to loss of or damage to the goods, but not further claims for damages.
9.4 The terms and definitions of INCOTERMS 1990 shall apply to the use of cost clauses, unless otherwise stated in these GTCS.
10. Liability due to default and according to §§ 325, 326 BGB
We are not liable for loss of profit. Claims and rights arising from delay can only be asserted after a delay of one month. Compensation for each completed week of delay shall be limited to 1% and in total to 10% of the order amount. If, after we have been in default for more than one month, the customer sets us a reasonable grace period with the threat of refusal, he shall be entitled to withdraw from the contract after expiry of the grace period. Damages for non-performance shall be limited to 10% of the order value.
11 Complaints and warranty
11.1 The warranty period begins on the date of delivery. If operating or maintenance instructions are not followed, modifications or reworking are carried out on the products without our consent, parts are replaced or consumables are used which do not comply with the original specifications or parts not supplied or approved by us are used, any warranty shall be void.
11.2 The buyer must notify us in writing of any defects immediately, but at the latest within one week of receipt of the delivery item. This shall naturally apply to defects that can be detected within this period upon careful inspection. Defects which cannot be discovered within this period even with careful inspection must be notified to us in writing immediately after their discovery; the notification of defects must in any case include the delivery bill and invoice number.
11.3 In the event of justified defects, we shall have the right to three attempts at rectification within a reasonable period of time that is necessary for us, but may alternatively provide a replacement at our discretion. A replacement service shall take the place of one of the attempts at rectification, so that, for example, after two unsuccessful attempts at rectification, a replacement service may be provided or an immediate replacement service may be rectified twice. If the notice of defects is justified, the warranty shall be free of charge for the buyer with regard to necessary ancillary costs, such as freight costs. However, this shall not apply if an inspection, meeting, examination or similar takes place at the buyer's place of business at the buyer's express request. These costs shall be reimbursed by the Buyer even if the notice of defect is justified.
11.4 If we receive goods returned at our request in response to a notice of defect from the buyer or if the buyer returns goods to us without a rock language, we shall accept the goods solely for the purpose of examining the notice of defect. This acceptance of the goods for examination of the notice of defects does not constitute acknowledgement of the notice of defects. If the buyer returns goods to us without being requested to do so and the complaint proves to be unfounded, the goods do not have to be returned to him. The goods are then at the buyer's risk at our premises
11.5 If the attempts at rectification fail after a reasonable period of time, the buyer may, at his discretion, demand rescission or reduction. Liability for normal wear and tear is excluded.
11.6 Warranty claims are only available to the buyer and are not transferable. All other warranty claims are expressly excluded. With the exception of claims for compensation resulting from warranties of quality which are intended to protect the buyer against the risk of consequential damage caused by defects. However, the written warranty of quality is a prerequisite.
11.7 No warranty shall be assumed for impairments of the delivery item due to natural wear and tear, damage after the transfer of risk or improper handling. 11.8 In the case of purchase contracts and contracts for work and materials for fungible items, a warranty for certain properties, in particular that the delivered item is suitable for the customer's purposes, shall only be assumed if we have given an express written assurance.
11.9 Data on lines, consumption etc. confirmed by us in writing upon conclusion of the contract are only warranted as characteristics if we have expressly guaranteed compliance.
11.10 We shall be liable for material defects as follows: All those parts or services which exhibit a material defect within the limitation period shall, at our discretion, be repaired, replaced or provided again free of charge, provided that the cause of the defect already existed at the time of the transfer of risk. Claims for material defects shall lapse after 12 months. Further claims or claims other than those regulated in this section by the customer against us or our vicarious agents due to a material defect are excluded.
12. Other claims for damages
12.1 Claims for damages by the customer due to consequential damages, breach of contractual or statutory secondary obligations, positive breach of contract, culpa in contrahendo or tort are excluded, unless they are based on intent, gross negligence or culpable breach of cardinal obligations on our part or on the part of our vicarious agents.
12.2 Insofar as we are obliged to pay compensation, the obligation is always limited to the damage foreseeable at the time the contract was concluded.
12.3 In the case of work services, we shall only be liable to pay damages for non-performance in accordance with § 635 BGB for material defects that significantly impair usability. We shall only be liable to compensate for loss of profit if the defect is due to intent or gross negligence or a breach of the recognized rules of technology or consists of the absence of a contractually warranted characteristic.
12.4 Claims for culpa in contrahendo and positive breach of contract shall become time-barred within the same period as the warranty rights, insofar as they are based on material defects or a characteristic of the delivery item, otherwise within 3 years.
12.5 Claims due to negligent failure to inform the customer about negative properties of our products are excluded, unless we have also expressly advised the customer.
12.6 Our statutory liability under the Product Liability Act remains unaffected by the above provisions.
13. Terms of payment
13.1 The invoice shall be issued upon dispatch. If goods ready for dispatch cannot be shipped for reasons that fall within the customer's sphere of risk, the invoice shall nevertheless be issued and due for payment. Our invoices are payable net 30 days from the date of issue.
13.2 If contractually agreed payment deadlines are exceeded, we are entitled to demand default interest of 4% above the applicable prime rate without proof of damages. We reserve the right to prove further damages. The payment deadline shall only be deemed to have been met if the payment has been received by us within the deadline and we can dispose of the amount, i.e. in the case of bank transfers or check payments, the final value date has been set in our favor.
13.3 Despite any provisions of the buyer to the contrary, we are entitled to offset payments first against the buyer's older debts. If costs and interest have already been incurred, we shall be entitled to offset payments first against the costs, then against the interest and finally against the principal claim.
13.4 We may make the conclusion of a contract dependent on advance payment. If this is not done, only partial deliveries can be invoiced for the delivered part of the goods and then, if payment is not made, advance payment or immediate payment can be demanded before further delivery. Statutory consequences of default shall not be affected by these provisions.
13.5 The customer may only offset undisputed or legally established claims or withhold payments due to such claims - even in the event of notices of defects. If payments are withheld, the claim must be based on the same contractual relationship.
13.6 Bills of exchange shall only be accepted by us with our express prior consent. Bills of exchange or checks are always accepted on account of performance.
14. Reservation of title
14.1 The goods delivered by us shall remain our property until all claims arising from the business relationship between us and the customer have been paid in full. This retention of title shall also apply to agreed payments by bill of exchange.
14.2 The customer is entitled to resell and/or combine the reserved goods in the normal course of business, unless otherwise stated below; the customer is not permitted to pledge or transfer ownership by way of security.
14.3 The customer hereby assigns to us by way of security all claims arising from the resale of the goods subject to retention of title in the amount of the purchase price agreed with us; we accept this assignment. We shall only agree to a resale if an effective transfer of claims can take place on the basis of the above declaration of assignment. If the goods subject to retention of title are resold together with other goods, irrespective of whether without or after combination, the advance assignment shall only apply to the amount of the invoice value of the goods subject to retention of title which are resold together with the other goods.
14.4 Bis zu einem Widerruf durch uns, ist der Kunde zur Einziehung der an uns voraus abgetretenen Forderungen auf unsere Rechnung im eigenen Namen ermächtigt. Die Einziehungsermächtigung erlischt auch ohne unseren ausdrücklichen Widerruf, wenn der Käufer seinen Verpflichtungen uns gegenüber nicht nachkommt, die Voraussetzungen der nachstehenden Ziff. 14.6 eintreten oder zu besorgen ist, dass eingezogene Beträge nicht an uns abgeführt werden können. Der Kunde ist auf Verlangen verpflichtet, über den Verbleib der unseren Eigentumsvorbehalt Rechten unterliegenden Waren schriftlich Auskunft zu erteilen. Er hat uns andere Eigentumsberechtigte sowie die Schuldner der uns abgetretenen Forderungen zu benennen sowie uns alle zur Einziehung erforderlichen Angaben zu der abgetretenen Forderung zu machen, die erforderlichen Unterlagen zur Verfügung zu stellen und dem Schuldner auf unser Verlangen hin die Abtretung anzuzeigen. Der Kunde hat uns jederzeit Abtretungsanzeigen zur Verfügung zu stellen.
14.5 Bei der Verbindung der Vorbehaltsware mit anderen, nicht uns gehörenden Sachen (Einbau), steht uns der dabei entstehende Miteigentumsanteil an der neuen Sache im Verhältnis des Auftragswertes der Vorbehaltssache zu Wert der übrigen Sachen zu Zeitpunkt der Verbindung zu. 14.6 Bei Zahlung im Scheck-Wechsel-Verfahren bleiben unsere Eigentumsvorbehalts- und Sicherungsrechte unberührt und solange bestehen, bis unsere Haftung aus Wechsel oder Scheck geendet hat.
14.7 Bei vertragswidrigem Verhalten des Kunden, insbesondere bei Zahlungsverzug mit Forderungen aus der Geschäftsverbindung sowie dann, wenn der Kunde in Vermögensverfall gerät, seine Zahlungen einstellt, ein gerichtliches Vergleichs- oder Konkursverfahren beantragt wird oder er seine Gläubiger um einen außergerichtlichen Vergleich bittet, können wir unbeschadet unserer sonstigen Rechte die sofortige Herausgabe unseres Eigentums verlangen. In der Zurücknahme der Vorbehaltssache durch uns liegt kein Rücktritt vom Vertrag, es sei denn, wir hätten dies ausdrücklich schriftlich erklärt.
15. Rights, design and program changes
We reserve the property rights and copyrights to cost estimates, drawings and other documents; they may not be made accessible to third parties without our express consent. We reserve the right to make changes in design and execution in the light of new experience and improvements. The diameter specifications for cables and wires are subject to production-related fluctuations.
16. Onward delivery of goods abroad
In the case of onward delivery of goods abroad by a domestic buyer, it must generally be checked whether the goods to be exported are subject to the restrictions of the Foreign Trade and Payments Act of the Federal Republic of Germany. The exporter is responsible for compliance with the relevant regulations. This also applies to the provisions of US foreign trade law. 17 Place of fulfillment, place of jurisdiction, final provisions
The place of performance for all obligations arising from this contract, in particular for payment of the purchase price, and the place of jurisdiction is Kleve. However, we are entitled to bring an action at the customer's place of business. The law of the Federal Republic of Germany shall apply exclusively. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. Should individual provisions of these contractual terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions if the overall structure of the contract results in a remaining meaningful provision.
