General Terms and Conditions
Section 1: Scope
(1) Rabe GmbH trades in technical components. Sales and deliveries made by Rabe GmbH shall be subject solely to the following General Terms and Conditions, which the ordering party accepts by placing an order or taking receipt of a delivery. Differing or additional terms and conditions of the ordering party shall not apply, even if Rabe GmbH does not expressly object to them. These General Terms and Conditions shall also apply to all future legal transactions between the ordering party and Rabe GmbH.
(2) The ordering party shall be notified of amendments to these General Terms and Conditions by post, by fax or by e-mail. If the ordering party does not object to any such amendments within four weeks of receiving the above notification, the amendments will be deemed to have been accepted by the ordering party. If these General Terms and Conditions are amended, the ordering party shall be informed separately of its right to object and the legal consequences of a failure to respond.
Section 2: Registration in the online shop
(1) Registration can be made free of charge in the Rabe GmbH online shop at www.rabe.com There shall be no entitlement to permission to use it. Contracts shall be concluded solely with entrepreneurs, legal entities governed by public law and special funds under public law. At the request of Rabe GmbH, the ordering party shall prove that it is an entrepreneur, for example by submitting proof of registration of its business or other suitable proof.
(2) The data that has to be provided for the purposes of registration must be complete and truthful. When registering, the ordering party shall choose a personal user name and a password. The ordering party must keep its user name and password secret and must never disclose this data to third parties outside its company.
(3) If there are any changes to the data furnished as part of registration, the ordering party itself shall be responsible for updating it. All changes can be made online by logging into the customer account.
Section 3: Conclusion of contracts, resale of products
(1) Presentation of the goods does not constitute a binding offer. Offers made by Rabe GmbH are without commitment. An offer shall be binding in accordance with Section 145 of the German Civil Code (BGB) only once the ordering party has ordered goods. If the order is accepted, Rabe GmbH shall send an order confirmation by e-mail.
(2) The goods of Rabe GmbH may be resold commercially. The goods of Rabe GmbH may only be sold in their original packaging; they must not be relabelled, filled into other containers or repackaged. The goods may only be resold along with all the components supplied by Rabe GmbH, in particular accessories and operating and user guides.
Section 4: Delivery periods and deadlines
(1) Delivery periods and deadlines shall be binding only if they have been expressly confirmed by Rabe GmbH and the ordering party has provided Rabe GmbH on time with all the information and documents required for delivering the goods and has made any down-payments if and as agreed. Agreed delivery and performance periods shall commence on the date of the order confirmation. Said periods shall be extended accordingly if additional orders or orders with a larger scope are placed later.
(2) The delivery period shall usually be 3 to 5 business days. In general, the goods shall be delivered on a business day. The ordering party can be made to pay a surcharge in accordance with the current list of charges for deliveries that are carried out by express or on Saturdays at the customer's explicit request.
(3) The specified prices are applicable within the Federal Republic of Germany ex warehouse; statutory value-added tax at the rate applicable at the time of ordering and the respective delivery costs shall be payable on top of them. In the case of deliveries to other EU countries, the value-added tax applicable in Germany shall not be charged if the ordering party furnishes its VAT identification number.
(4) If deliveries are delayed, the ordering party shall be authorised to rescind the contract only if Rabe GmbH is responsible for the delay and a new deadline for delivery set by the ordering party has elapsed and the goods have still not been delivered. If Rabe GmbH does not deliver the goods or does not deliver them in compliance with the contract, the ordering party must set a period of grace. The ordering party is otherwise not authorised to rescind the contract.
(5) Rabe GmbH can make partial deliveries on legitimate grounds. If it is agreed that the goods are to be supplied in instalments as and when called off by the ordering party, the goods must be called off within one year of the contract being concluded, unless there is an agreement to the contrary.
(6) If the ordering party is in delay in taking delivery or violates other duties of cooperation, such as calling off the goods on time in accordance with Section 4 (5) above, Rabe GmbH shall be authorised to store the goods suitably at the risk and expense of the ordering party. Rabe GmbH shall be authorised to rescind the contract without prejudice to its other rights – including damages – only if the ordering party has been set a reasonable period of grace to accept delivery and this period has elapsed without result.
Section 5: Delivery, passage of risk, insurance
(1) Unless the ordering party has defined otherwise, the goods shall be delivered in their usual packaging by a suitable delivery route.
(2) Risk shall pass to the ordering party when the goods are handed over to the haulage company or the ordering party itself. If handover is delayed for reasons for which the ordering party is responsible, risk shall pass to the ordering party on the day it is informed that the goods are ready to be delivered.
Section 6: Terms of payment
(1) All prices of Rabe GmbH are ex warehouse plus statutory value-added tax for the Federal Republic of Germany and any customs duties. If the parties have not agreed on a specific price, the price shall be as defined in the Rabe GmbH price list applicable at the time the contract was concluded.
(2) The goods shall be paid for using the payment methods paydirekt, giropay, the credit cards MasterCard, VISA or American Express, and PayPal. Payment can be made on account in agreement with Rabe GmbH and following a credit check of the ordering party. There is no entitlement to this.
(3) Invoices shall be due for payment immediately and without deduction, unless otherwise agreed separately. Payments by the ordering party shall be regarded as having been made only once Rabe GmbH can dispose of the amount involved.
(4) If the ordering party is in delay in paying, Rabe GmbH shall be authorised to demand interest on arrears at the statutory rate. Rabe GmbH reserves the right to claim further damage due to delay. The ordering party shall be in delay in paying if it has not settled the invoice within 14 days of the invoice date. If the ordering party has not paid, it shall therefore automatically be in delay as of the 15th day after the invoice date.
(5) The ordering party shall be authorised to offset a counterclaim only if said counterclaim is not in dispute or has been legally established with final and binding effect. The ordering party shall be authorised to assert a right of retention only insofar as its counterclaim is based on the same contract and is not in dispute or has been legally established with final and binding effect.
(6) If, after the contract has been concluded, Rabe GmbH realises that there is the risk that the ordering party in not adequately able to fulfil its payment, Rabe GmbH shall be authorised to perform outstanding deliveries only subject to payment in advance or the provision of security. If the payments in advance have still not been made or the security has still not been provided after a reasonable period of grace has expired, Rabe GmbH can rescind individual ones or all of the affected contracts, either in full or in part in each case. Rabe GmbH shall be at liberty to assert further rights.
Section 7: Reservation of title
(1) The supplied goods shall remain the property of Rabe GmbH until all claims by Rabe GmbH from the business relationship with the ordering party have been paid in full. In the case of a current account, the reserved property shall constitute security for Rabe GmbH's balance claim.
(2) The ordering party shall not be authorised to pledge the goods under reservation of title, to assign them as security or to dispose of them in any other way that jeopardises their ownership by Rabe GmbH. The ordering party shall be allowed to sell the goods under reservation of title only in the ordinary course of business. The ordering party hereby assigns its claim from resale to Rabe GmbH; Rabe GmbH hereby accepts said assignment. The ordering party shall be authorised subject to revocation to collect claims assigned to Rabe GmbH in trust for Rabe GmbH in its own name. Rabe GmbH can revoke this authorisation and the right to resell the products if the ordering party is in delay in fulfilling cardinal obligations, such as payment to Rabe GmbH; if said authorisation is revoked, Rabe GmbH shall have the right to collect the claim itself. If the ordering party sells the goods under reservation of title after they have been processed or reworked or combined with other goods or together with other goods, assignment of claims shall be agreed only to the amount for the portion corresponding to the price agreed between Rabe GmbH and the ordering party plus a security margin of ten percent of said price.
(3) The ordering party shall be obliged to treat the goods under reservation of title carefully for the duration of the reservation of title. Any processing or reworking of the goods under reservation of title shall always be done on behalf of Rabe GmbH. If the goods under reservation of title are processed with other objects, Rabe GmbH shall acquire co-ownership of the new object to the ratio of the value of the goods under reservation of title to the other processed objects at the time of processing. The same provisions as for goods supplied under reservation of title shall apply to the new object created through processing. If the goods under reservation of title are combined with other objects, Rabe GmbH shall acquire co-ownership of the new object to the ratio of the value of the goods under reservation of title to the other objects at the time of combination, blending or mixing. If such combination, mixing or blending is carried out in such a way that the ordering party's object must be regarded as the main object, it is agreed that the ordering party shall assign co-ownership to Rabe GmbH on a pro-rata basis. The ordering party shall safeguard the resultant co-ownership on behalf of Rabe GmbH. The ordering party shall provide Rabe GmbH at all times with the requested information on goods under reservation of title or related claims that have been assigned to Rabe GmbH. The ordering party shall report any seizure of or claims to goods under reservation of title by third parties immediately and shall hand over the necessary documents to Rabe GmbH. The ordering party shall also inform the third party of Rabe GmbH's reservation of title. The costs of repulsing such seizure and claims shall be borne by the ordering party.
(4) At the request of Rabe GmbH, the ordering party shall be obliged to insure the goods under reservation of title adequately, provide Rabe GmbH with proof of such insurance and assign claims from the insurance policy to Rabe GmbH. If the ordering party is in delay with cardinal obligations towards Rabe GmbH, such as payment, Rabe GmbH can take back the goods under reservation of title without prejudice to other rights. In such a case, the ordering party shall immediately give Rabe GmbH or Rabe GmbH's agents access to the goods under reservation of title and surrender them. If Rabe GmbH demands surrender of the goods under reservation of title pursuant to this provision, this shall also be regarded as rescission of the contract. Rabe GmbH shall be authorised to turn the goods under reservation of title to account only after rescission of the contract.
(5) In the case of deliveries to destinations with other legal systems in which the above reservation of title does not have the effect of securing rights as in Federal Republic of Germany, the ordering party shall do all it can to obtain corresponding security rights for Rabe GmbH without undue delay. The ordering party shall cooperate in all measures, such as registration, publication, etc., that are necessary for and conducive to ensuring that such security rights are effective and enforceable.
Section 8: Warranty
(1) Rabe GmbH warrants that the goods have the agreed qualities at the time risk is passed to the ordering party; this shall be measured solely by the concrete agreements concluded in writing between the parties in relation to the qualities, features and characteristics of the goods.
(2) If the supplied goods are defective, the ordering party shall be authorised within the scope of statutory provisions to demand subsequent remedy in the form of rectification of the defects or supply of goods that are free of defects. Rabe GmbH shall have the right to choose the form of subsequent remedy. If subsequent remedy fails, the ordering party shall be authorised to reduce the purchase price or rescind the contract. So that it is entitled to any warranty rights, the ordering party must properly fulfil all its duties relating to inspection of goods and complaints about defects defined by Section 377 of the German Commercial Code (HGB).
(3) Apart from in the case of claims for damages, warranty claims for the supplied goods shall become time-barred twelve months after receipt of the goods.
(4) Details on the website or in information material provided by Rabe GmbH and descriptive details do not constitute a warranty for a special quality of the goods.
Section 9: Rights of the ordering party in the case of defects, duty to inspect the goods
(1) So that the ordering party can claim its rights if the goods are defective, it must examine the goods after they have been handed over and notify Rabe GmbH of defects in writing immediately, but no later than ten days after handover; Rabe GmbH must be notified of hidden defects in writing as soon as they are discovered. Rabe GmbH shall have the right to view and inspect the goods in question in response to any complaint. The ordering party shall give Rabe GmbH the time and opportunity required for that. Rabe GmbH can also demand that the ordering party return the goods in question to Rabe GmbH at Rabe GmbH's expense. If a complaint about defects by the ordering party proves to be unjustified through intent or gross negligence, the ordering party shall be obliged to reimburse Rabe GmbH for all expenses incurred in this connection, such as travel expenses or delivery costs.
(2) Rabe GmbH shall be authorised to remedy defects at its own choice either by repairing them free of charge for the ordering party or supplying a substitute for the defective part or the entire goods ("subsequent remedy"). Parts replaced by Rabe GmbH shall be returned to Rabe GmbH.
(3) The ordering party shall give Rabe GmbH the time and opportunity necessary and reasonable for subsequent remedy. The ordering party shall have the right, after notifying Rabe GmbH immediately, to rectify the defect itself or have it rectified by a third party and demand that Rabe GmbH reimburse it for the necessary costs only in urgent cases where there is a risk to operational safety or to avert disproportionately great damage or if Rabe GmbH is in delay with rectifying the defect.
(4) The rights of the ordering party in relation to defects shall lapse if defects occur for reasons for which the ordering party is responsible, such as due to unsuitable or incorrect use, in particular a failure to observe the operating guide, incorrect assembly, incorrect commissioning, incorrect handling or incorrect installation by the ordering party or due to unsuitable accessories or unsuitable spare parts or unsuitable repair measures, incorrect storage or natural wear and tear, provided Rabe GmbH is not responsible for the defects.
(5) Rabe GmbH shall bear the material, labour and delivery costs incurred for the purpose of subsequent remedy or supplying a substitute within the Federal Republic of Germany, unless the ordering party has to bear them in accordance with Section 9 (1). In the case of international sales, the ordering party shall bear the delivery costs that are incurred.
(6) If rectification of defects or supply of a substitute fails or cannot be reasonably expected of the ordering party or Rabe GmbH refuses to rectify defects or supply a substitute in accordance with Section 439 (3) of the German Civil Code (BGB), for example due to the disproportionate cost involved, the ordering party can – at its choice – rescind the contract, reduce the purchase price and/or demand damages, or, if applicable, reimbursement of its expenses, in accordance with the statutory provisions.
(7) The period of limitation for the rights of the ordering party to subsequent remedy, rescission of the contract or reduction in the purchase price due to defects shall be twelve months as of the date of delivery to the ordering party. The statutory periods of limitation shall still apply to claims for damages due to malicious non-disclosure of defects or defects caused through intent.
Section 10: Limitation to liability, product liability
(1) Rabe GmbH shall be liable for intent and gross negligence, as well as for negligent breach of obligations whose fulfilment enables proper implementation of the contract in the first place, whose violation jeopardises achievement of the contract's purpose and whose observance the ordering party regularly relies on. In the latter case, Rabe GmbH shall be liable only for foreseeable damage or damage that is typical of the contract. Rabe GmbH shall not be liable for violation of obligations other than those stated in the above sentences through slight negligence.
(2) The above exclusions of liability shall not apply to injury to life, body and health. Liability under the German Product Liability Law (Produkthaftungsgesetz) shall remain unaffected.
(3) The ordering party is obliged to take reasonable measures to prevent and reduce damage. For example, the ordering party must ensure that its data, which is transferred to Rabe GmbH, is appropriately backed up prior to being transferred.
(4) If the ordering party sells the deliverables, it shall indemnify Rabe GmbH inter partes from product liability claims of third parties, where the ordering party is responsible for the error that caused liability.
Section 11: Industrial property rights
If the ordering party stipulates by means of specific instructions, specifications, documents, drafts or drawings how Rabe GmbH is to make the goods to be supplied, the ordering party shall warrant that the rights of third parties, such as patents, utility models and other proprietary rights and copyrights, are not violated by Rabe GmbH. The ordering party shall indemnify Rabe GmbH against all claims asserted by third parties against Rabe GmbH due to such a violation.
Section 12: Final provisions
(1) Any amendments to or modifications of these General Terms and Conditions shall only be valid when given in writing. This shall also apply to any rescission of this requirement for written form.
(2) The Law of the Federal Republic of Germany shall apply, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
(3) The place of performance and sole place of jurisdiction for all disputes from or in connection with this contract shall be Wallenhorst, Germany.
(4) If individual provisions of this contract are or become invalid or conflict with statutory regulations, this shall not affect the remaining provisions of the contract.