General Terms & Conditions
1. The following General Terms and Conditions apply to all supplies and services provided by RESOL – Elektronische Regelungen GmbH (referred to hereinafter as "RESOL").
2. Together with these General Terms and Conditions, all transactions are also subject to the supplementary clause "overall reservation of title" of the Central Association of the Electrical and Electronics Industry as amended. Together with these General Terms and Conditions, all foreign transactions are also subject to the interpretation rules of the INCO TERMS as amended on concluding the agreement.
3. Deviating, contradictory or supplementary provisions from these General Terms and Conditions are only binding on RESOL, even when known, if these have been explicitly recognised in writing by RESOL for the respective translation.
II. Contract conclusion/offer and acceptance
1. Purchase orders/orders (offers) are binding on the purchaser for four weeks counting from receipt by RESOL. Purchase orders/orders become legally binding on being executed by RESOL, otherwise only with the contents of the written order confirmation from RESOL. Verbal agreements or those reached by phone only become part of the contract on being confirmed in writing by RESOL. The same applies to orders through the Internet or e-mail.
2. Cost estimates, drawings, technical documents, suggestions for solving problems and other documents received by the purchaser from RESOL before concluding the contract remain RESOL's property until the contract is concluded. At RESOL's request, these are to be returned to RESOL if no contract is concluded. The documents or parts therefore must not be duplicated in any manner or otherwise made accessible to third parties without explicit consent from RESOL.
III. Prices and conditions of payment
1. Prices are to be understood net "ex works" and do not include packaging, statutory value added tax, freight with transport insurance, customs, postage or any other delivery costs. Deliveries within the EU single market (intra-trading) are only exempt from VAT if the consignee's valid value added tax identification number (VAT ID No.) is stated in the purchase order to RESOL.
2. Payments are due without deduction within 30 days from the date of the invoice. Payments by notes or cheques are ruled out. Punctual payment depends on the date of payment being received by RESOL. In the event of delayed payment, RESOL can claim default interest amounting to eight percentage points above the currently valid base rate. If several due receivables are still outstanding, RESOL is entitled to stipulate which individual invoices will be balanced by the incoming payment. The customer shall receive corresponding notification.
3. If RESOL should receive notification, after written order confirmation, with regard to material financial deterioration on the part of the customer or if there should be other justified doubts as to the customer's creditworthiness, RESOL is entitled to proceed with deliveries only against collateral security or prepayment. If the customer is in arrears, RESOL can postpone further deliveries and services until payment of the outstanding receivables, unless the customer makes prepayment.
4. RESOL reserves the right to make deliveries against prepayment in individual cases.
5. The purchaser is only entitled to offset with counter claims or withhold payments in cases that are undisputed or have been finally and conclusively established.
IV. Delivery and passage of risk
1. The goods shall be dispatched at the customer's risk, even if the freight order is issued by RESOL and at RESOL's costs. Fixed delivery deadlines are only binding if agreed by contract or confirmed by RESOL. A delivery is deemed to be punctual according to the point in time of handing the goods over to the forwarder or another company entrusted with transport/shipping.
2. Packaging is charged at cost price. On request, RESOL ships goods in environment-friendly returnable boxes, whereby return of the boxes must be free of charge for RESOL.
V. Reservation of title
1. RESOL reserves title of ownership to all delivered goods until complete payment of all invoices arising from the business relationship with the customer. This also applies when the purchase price has been paid for certain deliveries of goods determined by the customer, as the reservation of title acts as security for all RESOL's balance claims. Processing of goods supplied by and still owned by RESOL shall always take place on behalf of RESOL without resulting in any obligations for RESOL. If the goods belonging to RESOL are mixed, blended or combined with other items, the customer already assigns resulting ownership or co-ownership rights to the new item to RESOL at this point in time and shall keep the item for RESOL with all due care. The customer is only allowed to resell the goods owned by RESOL in the course of regular business transactions insofar as the customer is not in arrears with payments.
2. The customer is not allowed to assign the goods as security or to pledge or sell them "en bloc" to third parties insofar as this is detrimental to RESOL's reservation of title. On concluding the purchase agreement with RESOL, the customer already assigns to RESOL all claims arising from the resale or claims based on other legal grounds against a purchaser including all ancillary rights as collateral security in the full amount, i.e. not just the proportional value. RESOL accepts such assignment. The customer is still entitled to collect the receivables insofar as the customer is not in arrears with payments to RESOL. If the value of the item acting as security under reservation of title exceeds RESOL's total claim by more than 20%, RESOL is obliged to make corresponding re-assignment at the customer's request.
3. If RESOL takes goods back at the customer's request without entering into any legal obligation, this shall not constitute withdrawal from the contract. The acceptance of such returned goods is at RESOL's free discretion. Returned goods shall only be accepted if RESOL has issued written consent in advance. The approved return consignment must be made free house, stating the invoice or delivery note number. RESOL shall issue a test report for every return consignment. If the goods are found to be in perfect condition, RESOL shall issue the customer with a credit note amounting to at least 20% of the net invoice amount, after deduction of a handling fee.
VI. Material defects and liability
1. The customer is obliged to inspect the goods delivered by RESOL straightaway for any signs of visible transport damage. Any faults detected on goods receipt shall be reported immediately in writing to RESOL. In the case of justified complaints, RESOL is obliged to proceed with reworking or replacement delivery, at RESOL's choice. If reworking or replacement delivery should be in vain, the customer can only demand redhibitory action; any reduction is excluded. Complaints whose return delivery has to take place free of charge and that require a detailed fault report will be inspected with the results documented in a test report. The customer retains ownership of the part subject to complaint; in the case of unjustified fault complaints, the test report includes an offer to the customer for return delivery free of charge, or scrapping free of charge.
2. Minor changes to the construction, form and design of the delivered goods are permitted and deemed to be contractual insofar as they are not detrimental to the intended purpose, quality and functionality. RESOL products are subject to constant technical progress and on-going development. RESOL therefore reserves the right to make modifications without special notification.
3. If the customer supplies RESOL with parts for the product being produced and supplied by RESOL in execution of an order issued by the customer, RESOL is indemnified from any liability for material defects insofar as the item supplied by RESOL is faulty on account of a fault in the part supplied by the customer. RESOL is not obliged to inspect the part delivered by the customer for execution of the order to see whether it is free of faults and functionally suitable for processing. The same applies to parts delivered to RESOL by third parties by order and for the account of the customer.
4. Any damages claims filed against RESOL for any legal reason whatsoever, also for breach of information, notification and care obligations prior and parallel to the contract and for positive contract violation and tortuous action, are excluded insofar as the damage was not caused by wilful intent or gross negligence. The above liability disclaimer does not apply to the lack of properties warranted by RESOL explicitly or in writing and intending to protect the customer precisely from the damage that has occurred. Other claims from the customer on RESOL such as collateral damage, installation costs and lost profits are excluded.
5. RESOL's liability for faulty products pursuant to the product liability law shall not be affected by the above provisions. If RESOL receives third-party claims for damages under the product liability law or other statutory liability provisions or if RESOL suffers damage in any other way (e.g. through re-call actions), the customer shall indemnify RESOL from all third-party action insofar as the damage was caused by a fault for which the customer is accountable
VII. Place of fulfilment and jurisdiction
The place of fulfilment and jurisdiction for all disputes arising from the contractual relationship between the customer and RESOL shall be RESOL's registered place of business, or the customer's registered place of business at RESOL's choice. The contractual relationships between RESOL and the customer shall be subject primarily to German law, or alternatively EU law.
VIII. Severability clause
If individual provisions of these General Terms and Conditions should be or become legally invalid, this shall not affect the validity and effectiveness of the remaining provisions of the General Terms and Conditions. It is agreed that the invalid provision shall be replaced by the statutory provision that comes as close as possible in financial terms to the meaning and intention of the invalid provision of the General Terms and Conditions.