GENERAL TERMS AND CONDITIONS OF BUSINESS

German law is valid for export business.
For export business German law is valid.

§ 1 Contractual content

  1. We only ever sell and deliver in accordance with our terms and conditions.
    They apply on the basis of our offer or our unopposed order confirmation or unopposed acceptance of payment on our delivery bill.
    Any objection must be made immediately and in writing.
  2. Any conflicting terms and conditions of the customer shall only apply if they are expressly confirmed by us and only for the respective delivery.
    We shall not be obliged to make subsequent deliveries, which shall in turn be subject to our own terms and conditions.
  3. The invalidity of individual terms and conditions shall not affect the validity of the remaining terms and conditions.
    Commercial practice and the law shall apply as a substitute and in addition.
    German law shall apply exclusively to export transactions.
    Application of the Uniform Law on the International Sale of Goods is excluded.
  4. Alle Vertragsabreden, auch Änderungen und Ergänzungen, gelten nur, wenn sie von uns schriftlich bestätigt werden.
  5. Der Besteller erkennt an, daß wir in unseren Geschäftsräumen durch deutlich sichtbaren Aushang auf die Geltung unserer Allgemeinen Geschäftsbedingungen hingewiesen haben.

§ 2 Prices

  1. Prices for goods to be delivered within four weeks of conclusion of the contract are fixed prices.
    In other cases, however, we are entitled to increase prices for compelling, calculatory reasons, of which we must give at least two weeks’ notice.
    A net price increase of more than 5% shall entitle the customer to withdraw from the contract without undue delay.
  2. The type of shipment and packaging shall be determined at our discretion.
    Packaging shall be charged at cost price.
    Packaging materials will not be taken back.
    In the case of separately invoiced returnable packaging, the invoiced amount will be credited if the material is returned carriage paid, provided it is received by us in good condition.
  3. The embossing stamps, printing rollers, tools or other devices required for labeling shall be charged to the customer at cost price.
    Reference is made to § 5 No. 6.
  4. Quantity deviations, even minor ones, are taken into account when calculating prices.
    Price promises do not apply to subsequent orders.
  5. If a firmly ordered quantity is partially canceled, an appropriate minimum quantity surcharge will be charged in the event of cancellation prior to the start of production of the canceled part.
    After this start of production, completed parts will be charged in full despite the cancellation, while quantity-dependent cost savings can be deducted from semi-finished parts.
  6. Bei Produtionsverzögerung infolge verspäteter Zulieferung des Bestellers erhöht sich der Preis um hieraus resultierende Kostenerhöhung einschließlich Leerzeiten.

§ 3 Payment

  1. Payment must be made net cash within 30 days of the invoice date (same as the date of dispatch).
    Partial payment may be demanded for partial deliveries.
    Interim invoices are permissible.
    Agreed advance payments are a prerequisite for production within the meaning of §§ 2 para.
    5, 4 No. 2.
  2. In the event of payment arrears and in accordance with § 610 BGB, immediate payment may be demanded, even if a payment term has been granted.
    In such cases, we may also demand advance payment for outstanding deliveries, take action in accordance with § 326 BGB, prohibit the resale of the goods and/or recover unpaid goods at the customer’s expense.
  3. We grant a 3% discount for advance payment or cash on delivery, and a 2% discount for delivery within 14 days.
    The date of receipt of payment is decisive.
    In the event of late payment, we shall be entitled to charge interest on arrears from the due date at a rate of 2% above the Bundesbank discount rate, but at least 9%; the assertion of further damages caused by delay shall not be excluded.
  4. We only accept checks and bills of exchange voluntarily and on account of performance, as payment on the day of crediting.
    We may return non-discountable bills of exchange, in which case the customer must pay the purchase price immediately in cash.
    Discount charges and tax on bills of exchange shall be borne by the customer and must be paid immediately in cash.
    For the term of a bill of exchange, the claim shall bear interest at the bank lending rates.
    We assume no liability for the presentation, protest, notification and presentation of bills of exchange in the event of non-payment, nor for their timeliness.

§ 4 Delivery

  1. Partial deliveries are permissible.
    Deviations of up to 10% of the ordered quantities are permissible for custom-made products.
  2. A delivery period shall only commence after receipt of all documents and delivery parts required for continuous production from the customer.
    Deliveries of reinforcement parts (e.g. metal parts to be incorporated) must be made free Brensbach with a surcharge of 5% for any rejects, in good time, in perfect condition and in sufficient quantities for processing.
    A delivery date shall be postponed by the time period up to this receipt.
    Insufficient supplies shall entitle us to interrupt production and restart a delivery period or postpone a delivery date accordingly.
  3. If a delivery period is not specified, we may demand acceptance of the goods 3 months from the date of the order confirmation with 14 days’ notice.
    In the event of fruitlessness, we may insist on acceptance or withdraw from the contract or demand compensation.
    Completed goods shall be stored at our premises at the expense and risk of the customer.
  4. Agreed delivery dates and delivery periods do not constitute a fixed date transaction.
    We shall not be in default if, without us being responsible for this, circumstances occur which make the manufacture or delivery of goods ordered from us impossible, delay it or restrict it to a not inconsiderable extent.
    In the event of an obstacle to production lasting more than 6 months, we may withdraw from the contract.
  5. The risk shall also pass to the customer in the case of carriage paid delivery when the goods leave the supplier’s works.
    If the goods are not dispatched on the agreed delivery date, or alternatively on the day after the notification of readiness for dispatch has been sent, the risk shall pass to the customer after this time if he requests the delayed dispatch or if we are not otherwise responsible for it.
    At the written request of the customer, the goods will be insured at his expense.

§ 5 Molds, tools

  1. Molds, injection molds and other molds as well as tools which are manufactured by us or by third parties on our behalf at the request of the customer are our property in consideration of our design performance.
    They shall only be used for orders of the customer and for others with the customer’s express consent.
  2. In the interest of the customer, we keep and maintain these devices for repeat orders.
    We shall not be liable to the customer for damage that occurs despite proper handling.
    He shall only bear the costs of maintenance resulting from normal wear and tear.
    Otherwise, the costs shall be borne by the customer if he insists on further storage.
    The obligation to store the goods shall expire if no further orders are received from the customer within 2 years of the last delivery.
  3. As soon as the storage obligation ends, our restrictions with regard to the utilization and use of the forms shall also end.
    These restrictions shall also end as soon as the customer fails to meet his payment obligations.
  4. The use of equipment in the manufacture of which the customer is not financially involved is not subject to any restrictions.
    We are also under no obligation to retain such equipment.
  5. Reference is made to § 8 no.
    1 is referred to.
  6. The manufacturing costs of the equipment shall be borne by the customer.
    They shall be advanced by us and shall be reimbursed to the customer in such a way that he shall receive a credit note amounting to 5% of the value of the goods until the costs have been fully amortized.
    Otherwise, any obligation to reimburse is excluded.

§ 6 Liability for defects

  1. Geringfügige Abweichungen vom Durchschnittsmuster in Qualität und Ausführung begründen keine Mängelhaftung.
  2. Für die konstruktiv richtige Gestaltung von Preß- und Spritzgußteilen nach den Vorstellungen des Bestellers sowie für ihre praktische Eignung trägt dieser allein die Verantwortung, auch wenn er bei der Entwicklung von uns beraten wurde.
  3. Complaints regarding obvious defects must be made by the customer without undue delay; otherwise they shall be invalid.
    The customer is obliged to inspect the delivered goods for the presence of defects within a customary period of time.
    After the expiry of six months from delivery, a complaint about hidden defects is no longer admissible.
  4. Ist eine Mängelrüge begründet, so sind wir unter Ausschluß sonstiger Rechte des Bestellers lediglich verpflichtet, die mangelhafte Ware oder mangelhaften Teile einer Warenmenge nachzubessern bzw. auszutauschen.
  5. However, the customer shall be entitled to demand a reduction in payment or, at his discretion, rescission of the contract in the event of failure of rectification or replacement delivery.
    We shall bear the transport, travel, labor and material costs required for the purpose of rectification, while the agreed prices shall not change.

§ 7 Retention of title

  1. We reserve title to the delivered goods until all payment claims have been settled in full, including a balance from a current account and including outstanding transactions.
    In the case of checks and bills of exchange, this shall apply until final redemption.
  2. For any processing (processing or transformation according to § 950 BGB) of the goods delivered by us, it is agreed, as far as permissible, that our retention of title extends to the new item created.
    Otherwise it is agreed:
    We as the manufacturer remain the owner of the new item. Should the buyer nevertheless become the owner, the immediate transfer of ownership to us is agreed and the buyer shall take the new item into safekeeping for us.
    If the customer has our goods processed by third parties, the third party shall act on behalf of the customer, who is authorized by us to place the order in his own name. If we nevertheless do not become the owner of the new item as the manufacturer, the following shall apply:
    If the buyer becomes the owner, the immediate transfer of ownership to us is agreed and the claim for restitution against the third party is assigned to us. Wid der Dritte Eigentümer, ist der Anspruch auf Übereignung und Herausgabe an uns abgetreten.
  3. Für den Fall einer Vereinbarung (Verbindung oder Vermischung nach §§ 947 BGB) unserer Ware mit eigener Ware des Bestellers verzichtet letzterer zu unseren Gunsten auf den eigenen Eigentumserwerb. Erlangt der Besteller gleichwohl Mit- oder Alleineigentum, so ist der sofortige Übergang dieses Eigentumsrechts an uns vereinbart, und der Käufer nimmt die neue Sache für uns in Verwahrung. If a third party acquires co-ownership or sole ownership through combination with his goods, the same shall apply and the customer’s claim for transfer of ownership and surrender shall be assigned to us.
    Co-ownership shares shall be determined in accordance with § 947 BGB, and in case of doubt according to the invoice prices/delivery prices of the components.
  4. Insofar as we should lose ownership rights to our goods as a result of processing or combination, § 951 BGB shall apply.
    If the customer should lose ownership rights with regard to such goods that have been created by processing or combining our goods, his claims shall be assigned to us in accordance with § 951 BGB.
  5. Der Besteller ist berechtigt, die Vorbehaltsware i. S. d. Ziff. 1.-3. im Rahmen des ordnungsgemäßen Geschäftsbetriebes zu veräußern, sofern er mit dem Erwerber ebenfalls einen gleichlautenden Eigentumsvorbehalt vereinbart hat. He is not entitled to any other dispositions, in particular pledging and transfer by way of security.
    In the event of the sale of goods subject to retention of title which are in our sole ownership, all claims against the purchaser to which the purchaser is entitled from this shall be deemed to have been assigned to us in full, which the purchaser must inform the purchaser of immediately. Dies gilt auch, wenn wir neben dem Besteller Miteigentum an der Vorbehaltsware haben sollten. Haben wir Miteigentum neben einem Dritten, sind die genannten Ansprüche in Höhe eines nach Ziff.3 Abs. 2 to be determined first part to us.
    As long as the customer duly fulfills our payment claims, he may collect the assigned claims in trust for us, but he must immediately assign the proceeds to us in the amount of his payment obligation.
    Upon our revocation, which is possible at any time, as well as in the event of deterioration of the customer’s assets in accordance with § 610 BGB, the right to collect shall end, and any proceeds nevertheless obtained shall be transferred to us in full. Wir sind zur Offenbarung der Abtretung an Dritte jederzeit berechtigt.
  6. The customer is obliged to provide us on request with all information and documents which appear necessary to assert our rights, in particular against third parties.
    We must be informed immediately and unsolicited of any action by third parties against the reserved goods or the assigned claims.
  7. If we take back goods subject to retention of title or disclose the assignment of unpaid claims, we may sell the goods and claims on the open market or have the goods auctioned.
    The proceeds actually realized shall be set off against the agreed delivery prices and any other claims (damages, loss of profit).
    We shall be entitled to any additional proceeds.
  8. Liegt der Wert unserer Sicherheiten nach ihrem vernünftigerweise zu erwartenden, vorsichtig zu schätzenden Erlös mehr als 20% über unseren Gesamtforderungen, geben wir dementsprechend auf Verlangen des Bestellers Sicherheiten nach unserer Wahl frei.

§ 8 Property rights

  1. Insofar as our design proposals, drawings and drafts as well as molds and tools are not already protected under the German Copyright Act (UrhG), protection equivalent to copyright is agreed upon with the commencement of contract negotiations, at the latest upon conclusion of the contract.
    The customer shall bear the burden of proof for any lack of protection requirements.
  2. Sofern wir Gegenstände nach Zeichnungen, Modellen oder Mustern, die uns vom Besteller übergeben werden, zu liefern haben, übernimmt der Besteller uns gegenüber die Gewähr dafür, daß durch Herstellung und Lieferung der Gegenstände Schutzrechte Dritter nicht verletzt werden.
  3. If a third party prohibits us from manufacturing and supplying items made according to drawings, models or samples of the customer by invoking a property right belonging to him, we shall be entitled – without being obliged to examine the legal situation – to discontinue manufacture and delivery and to demand reimbursement of the costs incurred, excluding all claims for damages by the customer.
    This shall not affect the customer’s obligation to pay for goods already manufactured.
  4. Upon request, the customer must provide security for all direct or indirect damages arising from any claims asserted against him.
    As soon as we incur expenses (direct or indirect damages) due to any claims asserted against us, the customer must reimburse them immediately, regardless of whether the claim was justified or not.
  5. Samples and drawings submitted will only be returned on request.
    If an order is not placed, we are authorized to destroy samples and drawings three months after submission of the offer.

§ 9 Miscellaneous

  1. Erfüllungsort für die Verbindlichkeiten beider Teile aus allen Beziehungen ist Brensbach im Odenwald.
  2. Depending on the amount in dispute, it is agreed that the Frankfurt Local Court or the Frankfurt Regional Court shall have jurisdiction over any disputes that may arise from the relationship between the parties if the customer is a registered trader within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law.
    If the customer does not have a general place of jurisdiction in Germany, the court of the general place of jurisdiction of Ritter-Pen GmbH shall have jurisdiction.
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We, Ritter-Pen GmbH (Registered business address: Germany), process personal data for the operation of this website only to the extent technically necessary. All details in our privacy policy.