General Terms and Conditions of the HeiQ RAS AG
The following General Terms and Conditions are an integral part of all legal transactions undertaken by our company. If the customer is a entrepreneurial legal entity, they shall be deemed to have been accepted if he places an order/orders with our company either via our website www.ras-ag.com or by other means or receives services from our company, after the possibility of acknowledging the General Terms and Conditions. We hereby expressly object to any conditions of our contractual partners, which are supplementary to or deviate from these General Terms and Conditions. These General Terms and Conditions are non-binding for us. Our General Terms and Conditions shall apply exclusively, even in case we do not object to the inclusion of the conditions of our contract partner on a case-by-case basis or deliver with knowledge of our contractual partner’s contrary or supplementary trade conditions. General Terms and Conditions of the contractual partner may only become part of a contract concluded with us, if their applicability is explicitly agreed upon in written form on a case-by-case basis. Deviating and subsidiary agreements as well as subsequent changes to contracts are only are effective if they are confirmed by us in writing. Statements and agreements with our employees require our written confirmation in order to become legally effective.
All prices are net prices and do not include the statutory VAT. The invoiced amounts are payable without deduction at the latest 10 days after the invoice date. In case of overdue payments, at the latest 30 days after receipt of invoice we are entitled to, without any notice, to charge interest on the amount payable in the amount of 8% above the respective interest rate of the European Central Bank. The right to claim damages, caused by delayed payment, that exceed this interest rate remains reserved. All outstanding payments become payable immediately if the customer exceeds the payment date, also in cases where partial payments or payment deadlines have been granted. When payment deadlines are exceeded, we are entitled to, after notifying the customer, either partially or entirely withdraw from further contracts with this customer or raise an objection due to uncertainty of §321 of the German Civil Code (BGB) against duties arising from further contracts with the customer. Our contractual partner shall only be entitled to offset these claims if the counter claims are ascertained as indisputable or legally binding.
3. Transfer of Risk
Unless otherwise agreed upon, the risk of accidental loss or the deterioration of goods passes, with the proper handing over to the carrier, onto the customer. We shall not take back any transport packaging or any other packaging in accordance with packaging regulations.
4. Defects, Warranty
Claims for defects of the customer only exist if he has fulfilled his duties to examine the goods and complain of defects in accordance with § 377 of the German Commercial Code (HGB). Our products are deemed to be free of defects if they posses the agreed upon characteristics at the time the risk of loss or deterioration is transferred. Unless a particular characteristic has explicitly been agreed upon, the specifications of our product sheets, which are part of every delivery, shall apply (product label and/or accompanying document). Safety data sheets can be provided upon request. We do not guarantee for the characteristics of our products that have resulted from their use or further processing contrary to the recommendations of our product sheets. If the product is used outside of the scope of its intended purpose or further processed in a manner that it is not intended for, we shall be entitled to claim injunctive relief. If a defect of the goods is attributable to us, we shall be obliged and entitled to rectify this or deliver replacement goods. In the event of impossibility, unreasonableness, refusal or unreasonable delay of the rectification or delivery of replacement goods, the customer may withdraw from the contract or reduce the purchase price appropriately. The customer may claim damages if a defect is attributable to us. The liability for damages, regardless of the legal grounds, particularly due to impossibility, delay, defect or incorrect delivery, breach of contract, breach of obligation during contract negotiations or unauthorised acts, insofar as such liability depends on proof of fault, is restricted to the following. We are not liable – in case of simple negligence by our organs, legal representatives or other vicarious agents; – in the event of gross negligence of our non-executive employees or other vicarious agents, unless such a violation relates to the obligations essential to the contract. These essential obligations to the contract are the timely, faultless delivery as well as the duties of consultation, care and protection, which should enable the customer to use the delivered goods in accordance to the contract or the purpose of which is to protect the health or life of our customer or of third parties or to prevent significant damage to the customer’s property. Insofar as we are liable for damages, the liability shall be limited to the damage that we were able to anticipate at the time of the conclusion of the contract as a possible consequence of a breach of contract or could have been able to anticipate when applying due care and diligence. In addition, compensation is limited to the value of the goods. Indirect damage and consequential damage are only reimbursable if such damage is typically to be expected if the delivered goods are used as intended. Liability for damages if the product is used outside of the scope of its intended purpose or further processed in a manner that it is not intended for in accordance to our product description and safety data sheets is excluded. In the event that we have provided a guarantee of quality and/or durability, we shall only be liable for indirect damages if the risk of such damages evidently falls within the scope of the guarantee of quality and durability. The warranty period encompasses 1 year from the delivery date, regardless of separately agreed on quality or durability guarantee periods.
5. Place of Performance, Place of Jurisdiction
The place of performance and jurisdiction for deliveries and payments and disputes, as well as the creation and effectiveness of the contractual relationship is Regensburg, however we are entitled to file legal action at the contractual partner’s place of residence or business.
6. Modification of the General Terms and Conditions / Reservation of Right of Modification
We are entitled to make unilateral changes to the General Terms and Conditions to the extent that this is necessary based on changes in German case law or legislation. The party to the contract shall be informed about any modification by e-mail or letter sent to the last known address. The modification shall become part of this contract, if the party to the contract does not object to the modification in writing within 6 weeks after receiving notice of modification.
7. Severability Clause
Should any provision of these general terms and conditions be invalid, the validity of the remaining provisions shall in no way be effected thereby.
HeiQ RAS AG
Rudolf Vogt Straße 8-10
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