General Terms of Sale and Supply of Ritter GmbH

Scope of Application

The following provisions apply to persons acting in pursuance of their commercial or self-employed occupation (entrepreneurs) when entering into the relevant contract, to legal bodies under public law and to special public assets.

I. Application

Purchase orders are not binding until confirmed by the supplier. Any amendments and additions must be made in writing. All tenders are without commitment unless identified as firm offers.
The purchaser accepts these present Terms by accepting delivery, if they have not already been accepted previously.
In the event of an ongoing business relationship, these Terms also apply to future transactions even if no express reference is made to them, provided they have been supplied to the purchaser with an earlier purchase order that has been confirmed by the supplier.
Any terms of purchase issued by the purchaser with different content shall only be binding for the supplier if expressly recognised by the same.
If any provisions are or become ineffective, the other terms will not be prejudiced thereby.

II. Prices

Prices apply ex works excluding freight, customs duties and incidental import charges and excluding value-added tax at the statutory rate.
If there is a significant change in major cost factors after submission of the tender or between confirmation of order and supply, the supplier and the purchaser will agree on an adjustment of prices.
If the price has been agreed to be related to the weight of parts, the final price will be calculated on the basis of the weight of the approved type samples.
If new purchase orders (= follow-up orders) are placed, the supplier is not bound by previous prices.

III. Supply obligation and purchase obligation

Supply periods begin after receipt of all material required for performance of the order, receipt of an advance payment and due provision of materials, if agreed. The supply period is deemed met on notification of readiness for dispatch if shipment is impossible for no fault of the supplier.
If an agreed supply period is not met through the fault of the supplier but the latter has not acted with gross negligence or intent, the purchaser has the right – with exclusion of all other claims by said purchaser – to set a reasonable period of extension and then require payment of a penalty for default or rescind the contract, provided that there was express written mention of rejection of performance in the notice setting the period of extension. The penalty for default is restricted to no more than 5% of the part of performance that has not been completed in compliance with the contract.
If call orders are placed without agreement of any term, production batch size or acceptance date, the supplier can require that the latter be specified in a binding form no later than three months after acknowledgement of the order. If the purchaser fails to meet this requirement within three weeks, the supplier has the right to set a two-week extension period and then, if this period expires without result, rescind the contract or refuse to supply and claim compensation.
If the purchaser fails to meets his purchase obligation, the supplier is not bound by the regulations on self-help sale, without prejudice to other rights, and can sell the subject of supply on the open market after prior notification of the purchaser.
If the supplier is requested to take back supplied goods as an act of good will, they must be in perfect condition and original packaging and must be sent carriage paid with prior agreement of the date of return. The supplier has the right to charge reasonable costs incurred due to such return. Force majeure gives the supplier the right to either postpone supply for the duration of the impediment and a reasonable start-up period or to rescind the part of the contract not performed, either in whole or in part. Strike, lock-out or unforeseeable circumstances, e.g. operational disruptions, are deemed to be the equivalent of force majeure if they make on-time supply by the supplier impossible despite reasonable effort; evidence of the above must be provided by the supplier. The same applies if the impediments mentioned above occur during default or at the facility of a sub-supplier. The purchaser can request the supplier to state within two weeks whether he wishes to rescind the contract or to effect supply within a reasonable period of extension. If the supplier fails to make any such statement, the purchaser can rescind the part of the contract which has not been performed. The supplier will notify the purchaser immediately if a case of force majeure as described in paragraph 1 occurs. Said supplier must keep the adverse effects on the purchaser to a minimum.

IV. Packaging, shipment, passage of risk

If nothing has been agreed to the contrary, the supplier will select the packaging and the type and route of shipment at the best of his discretion. Even in the event of carriage-paid shipment, the risk passes to the purchaser when the consignment leaves the supply plant. If shipment is delayed for reasons for which the purchaser is responsible, the risk will pass to the purchaser when notification of readiness for dispatch is given. At the written request of the purchaser, goods will be insured against storage damage, breakage, transportation damage and fire damage at the latter’s expense.

V. Reservation of title

The goods supplied will remain the property of the supplier until all claims held by the supplier against the purchaser have been settled, even if the purchase price for separately identified liabilities has been paid. In the event of a current account, the title reserved to the goods (conditional goods) is deemed to be security for the balance owed to the supplier. If supplier liability on a bill is created in association with payment of the purchase price, the reservation of title will not expire until the bill has been honoured by the purchaser as the drawee.
Any processing by the purchaser is performed on behalf of the supplier with exclusion of acquisition of title under Section 950 of the Civil Code; said supplier becomes the co-owner of the item created by processing, which will serve as the conditional goods securing the supplier’s claim as per paragraph 1. Such co-ownership will be in the proportion of the net invoice value of the supplier’s goods to the net invoice value of the processed goods.
If the purchaser processes (combines/mixes) the supplier’s goods with other goods not belonging to the supplier, the provisions of Sections 947, 948 of the Civil Code shall apply with the consequence that the supplier’s co-owned part of the new item is then deemed to be the conditional goods as defined in these Terms.
The purchaser is permitted to resell the conditional goods in the course of customary business operations, subject, however, to the proviso that he also agrees reservation of ownership with his customers as per numbers 1 to 3. The purchaser is not authorised to dispose of the conditional goods in other ways, in particular by pledging or assignment as security.
For the event of resale, the purchaser hereby assigns to the supplier the receivables owed to said purchaser from resale and any other claims against his customers with all subsidiary rights, such assignment applying until all the claims of the supplier have been settled. At the supplier’s request, the purchaser must provide the supplier with all the information and written material required to assert the supplier’s rights in dealings with the purchaser’s customers. If the conditional goods are resold by the purchaser with other goods not belonging to the supplier after processing as under numbers 2 and/or 3, assignment of the purchase price claim under number 6 shall only apply to the amount of the invoice value of the supplier’s conditional goods.
If the value of the securities granted to the supplier exceed the latter’s total claims by more than 10%, the supplier has an obligation to release securities to this extent. The supplier shall decide which securities are to be released.
The supplier must be notified immediately of any attachment or seizure of the conditional goods by a third party. Intervention costs thus incurred will always be paid by the purchaser if not payable by third parties.
If the supplier exercises his reservation of ownership in compliance with the above provisions by repossessing conditional goods, he has the right to sell the goods on the open market or have them auctioned. The goods will be repossessed at the amount of the proceeds obtained but at no more than the agreed supply prices. The right to make further claims for damages, in particular loss of profits, is reserved.

VI. Warranty and liability for defects

The criteria for the quality and construction of the products are the type samples which the supplier has submitted to the purchaser for inspection at the latter’s request. A warranty of qualities and durability must be recorded in writing in order to be effective. Reference to technical norms serves to describe performance. The warranty does not include the risk of damages consequential to defects inasmuch as the supplier, his managerial executives or vicarious agents have not acted with intent or gross negligence.
If the supplier has provided the purchaser with advisory services going beyond contractual performance, he shall only be liable for the operability and suitability of the supplied item if an express written undertaking has been provided. The criterion is the state of the art at the time of acceptance of the order.
Notice of any defects is to be given in writing immediately and no later than within two weeks of receipt of supplies. If there are concealed defects, this period is extended to one week after discovery of the same. In both cases, warranty claims are subject to a time limitation of six months after receipt of goods, provided that nothing has been agreed to the contrary.
If a notice of defects is justified ñ with the type sample approved in writing by the purchaser being the criterion for quality and construction – , the supplier must rework the goods or provide a free replacement, at his discretion. If he fails to meet these obligations within a reasonable period, the purchaser has the right to require reduction of the purchase price or to rescind the contract. He can also require reimbursement of subsidiary costs (such as costs of fitting and removal, transportation costs, etc.). All further claims ñ irrespective of their legal basis ñ are excluded. Replaced parts are to be returned to the supplier carriage forward at the latter’s request.
Unauthorised reworking and improper treatment of goods will lead to the loss of all claims based on defects. After giving the supplier prior notification, the purchaser is authorised to rework items and to require compensation for reasonable costs only if this is being done to avert unreasonable losses or if the supplier is in default with the remedying of defects.

VII. General restrictions of liability

In all cases in which the supplier has an obligation to render compensation in deviation from the above terms due to contractual or statutory rulings, he shall only be liable if he, his managerial executives or vicarious agents can be proved to have acted with intent or gross negligence. Liability without fault for injury to body and health and for damage to privately used items under Section 14 of the Product Liability Act is not prejudiced hereby.

VIII. Terms of payment

All payments are to be made in euros to the supplier only. If nothing has been agreed to the contrary, the purchase price for supplies and other services is payable within 14 days without any deductions. If deduction of a discount has been agreed with the customer, the granting of such a discount is subject to settlement of all undisputed invoices which have fallen due first. No discount will be granted for any payment by bill of exchange. If payment is not made within the agreed period, interest will be charged at a rate of 5 percentage points above the basic interest rate under Section 1 of the Discount Transfer Act of June 9, 1998 (Federal Gazette p. 1241), inasmuch as the supplier cannot provide evidence of higher interest expenses.
The right is reserved to refuse cheques or bills of exchange. Cheques and rediscountable bills of exchange will only be accepted by way of fulfilment and all associated costs will be payable by the purchaser.
The purchaser only has a right to offset payments or to exercise a right of retention if his claims are undisputed or have been established in a final form by a court of law.
If the terms of payment are not observed or circumstances become known justifying serious doubts about the credit standing of the purchaser, all the claims held by the supplier will become payable immediately. In addition, the supplier has the right to require advance payments for orders still outstanding and to rescind the contract after granting a reasonable period of extension or to require compensation for non-performance; moreover, said supplier can prohibit the purchaser from reselling goods and repossess at the purchaser’s expense any goods which have not been paid for.

IX. Provision of materials

If materials are to be provided by the purchaser, they are to be delivered in due time and perfect condition at the purchaser’s cost and risk and must include reasonable excess quantities of no less than 5%.
If these requirements are not met, the supply period will be extended by a reasonable time. Except in cases of force majeure, the purchaser will pay the additional costs thus incurred, including those of interruption of production.

X. Property rights

If the supplier is to supply items in compliance with drawings, models or samples or using parts provided by the purchaser, the latter warrants that no property rights of third parties are breached thereby. The supplier will notify the purchaser of any rights of which he has knowledge. The purchaser shall hold the supplier harmless in relation to claims from third parties and reimburse any damages incurred. If a third party forbids production or supply by the supplier by invoking a property right which he holds, the supplier is entitled to discontinue work without reviewing the legal situation.
Any drawings and samples given to the supplier but not leading to an order will be returned on request; if no such request is made, said supplier is entitled to destroy them three months after submission of the tender.
The supplier holds copyrights and, if applicable, industrial property rights to models, forms and devices, drafts and drawings which he has designed or which have been designed by a third party on his behalf.

XI. Place of fulfilment and place of performance

The place of fulfilment is the location of the supplying plant.
The place of jurisdiction is Augsburg.
German law shall apply exclusively. Application of the United Nations Convention of April 11, 1980 on contracts for the international sale of goods (Federal Gazette 1989 II p. 586) for the Federal Republic of Germany (Federal Gazette 1990 II p. 1477) is ruled out.
If any of the above provisions is ineffective, the effectiveness of the other provisions shall not be affected thereby. The ineffective provision will be replaced by the statutory ruling.