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General Terms and Conditions of RTS pro in business transactions with entrepreneurs

§ 1
Scope of application

1.1
We provide all our deliveries and services exclusively subject to these General Terms and Conditions. We do not recognize any conflicting or deviating terms and conditions of the customer unless we have expressly agreed to their validity.

1.2
Our General Terms and Conditions shall also apply to future transactions, even if they are not attached in individual cases.

1.3
Our terms and conditions only apply to merchants.

§ 2
Offer and conclusion of contract

2.1
Our offers are subject to change and non-binding, unless they are expressly designated as binding offers.

2.2
Our written order confirmation is decisive for the order. If the order is executed immediately, the invoice for the goods or the delivery bill shall be deemed to be the order confirmation.
If the customer has objections to the content of the order confirmation,
he must object to this immediately. Otherwise, the contract shall be concluded in accordance with the order confirmation.

§ 3
Contract content

3.1
Type change. If the contract relates to deliveries or services that are subject to further technical development, we shall be entitled to deliver the latest type, unless the customer's interest is clearly limited to the type ordered. The customer is obliged to inform us if we may not deviate from the type ordered under any circumstances.

3.2
Assurances of properties. The information on the products sold by us in
Brochures, type lists, catalogs, data sheets and advertising material, in specifications, requirement specifications and other technical terms of delivery, in certificates (e.g. certificate of compliance) and other forms do not constitute warranties of properties beyond the normal warranty within the meaning of §§ 459 para. 2, 463 BGB.
Assurances of properties must be given by us expressly and in writing.

3.3
Samples of the products sold by us are deemed to be test samples and not specimens or samples within the meaning of § 494 BGB. The applicable tolerance ranges must be observed.

3.4
Quantity deviations. We reserve the right to make calculated over-deliveries of up to 10% and non-calculated over-deliveries of up to 5% in order to form appropriate batch sizes.

§ 4
Call-off orders

4.1
In the case of call-off orders, unless otherwise agreed, a call-off must be made by the customer within the replacement period at the latest.

4.2
Unless otherwise agreed, a call-off by the customer must be made at the latest within a period of 12 months from the date of the order confirmation. After expiry of a further reasonable period of grace set by us, we shall be entitled to claim damages for non-performance. We are also entitled to deliver and invoice the goods or to withdraw from the contract or to claim damages for non-performance. We are also entitled to charge the customer the price valid for the quantities actually called off.

§ 5
Prices

5.1
The prices stated in the order confirmation shall apply. The prices are ex works. They do not include packaging, freight, insurance, customs duties and VAT.

5.2
Processing surcharges. If the products to be supplied by us are processed by us on behalf of the customer (e.g. connections bent or cut, unstrapped, rewound), we charge quantity-independent set-up surcharges and quantity-dependent processing surcharges.

5.3
Price increase. If, after conclusion of the contract and up to the execution of the order, unforeseeable cost increases occur for us, we shall be entitled to adjust the prices within the scope of the changed circumstances and without charging an additional profit.

§ 6
Payment

6.1
Due date, interest. Payments are to be made free RTS pro GmbH without deduction within the agreed payment terms, or if nothing has been agreed, immediately net without deduction.
If this payment term is exceeded, we are entitled to charge interest at a rate of 4% above the prime rate from the due date,
but at least 7%. If we can prove further or higher damages caused by default, we shall be entitled to claim these. The customer is entitled to prove to us that no or significantly less damage has been incurred as a result of the non-payment or default of payment.

6.2
Immediate maturity. All our claims shall become due immediately, irrespective of the term of any acceptances accepted, if agreed terms of payment are not complied with or if there is a deterioration in the customer's financial circumstances which jeopardizes our claims (§321 BGB). We are also entitled in this case,
to make any further delivery dependent on advance payment or the provision of security.

 

6.3
Bills of exchange and checks are only accepted on account of payment by express agreement. Discount donations and other bills of exchange
and check costs shall be borne by the customer. Our retention of title shall only lapse when all claims on bills of exchange have been fulfilled.

§ 7
Offsetting and retention

The customer may only offset against an undisputed or legally established counterclaim.
The customer is only permitted to assert a right of retention if it is based on the same contractual relationship and if the counterclaims on which it is based are undisputed or have been legally established.

§ 8
Delivery

8.1
Delivery periods. Delivery periods and dates specified by us are non-binding unless they have been agreed as binding. Even bindingly agreed deadlines are not fixed deadlines if they have not been expressly defined as such.

8.2
Partial deliveries. Each partial delivery shall be deemed an independent transaction.

8.3
Reservation of self-supply. We shall be released from our delivery obligation if, through no fault of our own, we are not supplied with the correct goods ordered for the customer on time.

8.4
Damages for delay. The customer may only claim damages for exceeding delivery deadlines in accordance with §12 of these terms and conditions. In addition, compensation shall be limited to 0.5% of the price for each completed week of delay, but not more than a total of 5% of the price for the part of the deliveries that cannot be used for the intended purpose due to the delay.

8.5
Delays in delivery and performance due to cases of force majeure - circumstances or occurrences that cannot be prevented with the diligence of proper business management are considered as such - suspend the contractual obligations of RTS pro for the duration of the disruption and the extent of its effect. They entitle RTS pro to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part due to the part not yet fulfilled. If the resulting delays exceed a period of 2 months, the customer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled. The customer shall have no other claims.

§ 9
Transfer of risk/shipping

9.1
The goods shall travel to the customer at the customer's expense and risk, even in the event of any return shipment that is not due to a justified complaint. The risk is transferred to the customer when the goods are dispatched. This shall also apply if, in individual cases, carriage paid shipment by us has been agreed.

9.2
If dispatch is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer on the day on which the goods are ready for dispatch.

9.3
The risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon handover to the carrier or forwarding agent. This shall also apply if partial deliveries are made or if RTS has assumed further services such as shipment, delivery or installation. At the request and expense of the purchaser, RTS shall insure the delivery against theft, breakage, transportation, fire and water damage.

§ 10
Retention of title

10.1
We reserve title to all goods delivered by us until all claims from previous contracts have been paid in full. The claims also include claims from checks and bills of exchange as well as claims from current accounts. If, in connection with the payment, a liability arising from a bill of exchange is established for us, the retention of title shall only expire when our claim arising from the bill of exchange is excluded.

10.2
If we take back the delivery item, this shall not constitute a withdrawal from the contract unless we have expressly accepted this.

10.3
The customer must inform us immediately in the event of seizure or other interventions by third parties. The customer shall bear all costs that have to be incurred to cancel the seizure and to recover the delivery item, insofar as they cannot be collected from the third party.

10.4
The customer is entitled, subject to revocation for good cause, to dispose of the delivery item in the ordinary course of business. In particular, transfer by way of security and pledging are not permitted. In the event of resale, the customer hereby assigns to us all claims arising from the resale, in particular payment claims but also other claims in connection with the sale, in the amount of our final invoice amount (including VAT), irrespective of whether the delivery item has been resold without or after processing. The customer shall be entitled to collect the assigned claims on a fiduciary basis until revoked by us for good cause. The resale of the receivables within the framework of genuine factoring requires our prior consent. For good cause, we are also entitled to notify the third-party debtors of the assignment of claims on behalf of the customer. Upon notification of the assignment to the third-party debtors, the customer's authority to collect shall expire. In the event of revocation of the collection authorization, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and informs the debtors of the assignment.

10.5
Processing and treatment of the delivery item by the customer shall always be carried out for us. We shall be deemed to be the manufacturer within the meaning of §950 BGB without any further obligation. If the delivery item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the invoice amount to the purchase price of the other processed goods. The provisions applicable to the delivery item shall also apply to the item created by processing.

10.6
If the delivery item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the final invoice amount of the delivery item to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership on a pro rata basis. The customer shall retain sole ownership or co-ownership for us. These provisions shall apply accordingly to mixing.

10.7
We undertake to release the securities to which we are entitled at the request of the customer at our discretion to the extent that their value exceeds the claims to be secured by more than 20%. In the case of assigned claims, the nominal value of the claims shall be decisive for the calculation of the value; in the case of goods, our supplier invoice shall be decisive.

§ 11
Notice of defects and warranty

11.1
Principles. We guarantee that the products sold by us have the characteristics specified in writing by the manufacturer or by mutual agreement in verifiable technical parameters. The customer is solely responsible for the suitability of the products sold by us for his application (system responsibility).
Insofar as we offer application advice, the responsibility for this is limited to the products offered and their features specified or specifiable in testable technical parameters (component responsibility). Samples are not decisive for the scope of our warranty (see 3.).

11.2
Processing. If the products to be delivered by us are processed by us on behalf of the customer (e.g. connections bent or cut, unstrapped, rewound), the principles set out in 11.1 shall apply accordingly. We are responsible for careful processing in accordance with the customer's specifications and the state of the art in processing technology, but not for any influences of the processing on the function of the product. The customer is responsible for this.

11.3
Product safety. We shall only bear the risk associated with the use of the products distributed by us in the customer's application, in particular the product liability risk, if we are guilty of gross negligence. This applies in particular if the customer's application is intended for life-sustaining or life-saving equipment or if its operation may otherwise be
associated with risks to the life or health of persons.

11.4
Receiving inspection. Upon acceptance or receipt, the customer must check each delivery for
completeness and damage to the packaging. Complaints must be sent to us immediately in writing. A statement of facts is to be arranged with the carrier.

11.5
Statistical incoming goods inspection. If the products sold by us are delivered in batches which allow a statistical incoming quality inspection according to the usual principles in this respect, at least this inspection shall be carried out as an incoming inspection. Unless otherwise agreed, the test conditions and test criteria specified in the relevant standard documents shall apply to the test. We shall replace a lot assigned during this inspection with a defect-free lot in return for its return in its entirety. We reserve the right to replace the defective parts of the rejected lot with defect-free parts in agreement with the customer.

11.6
Reliability data. Unless expressly agreed otherwise, reliability data on the products sold by us are average values statistically determined by the manufacturer which serve as general orientation for the customer but do not refer to individual deliveries or delivery lots.

11.7
Inspection and complaint. The customer is obliged to inspect the goods immediately and to notify us in writing of any recognizable defects without delay. Hidden defects must be reported in writing immediately after their discovery.

11.8
Warranty. If there is a defect in the goods for which we are responsible, we shall be entitled, at our discretion, to remedy the defect or make a replacement delivery. If the rectification or replacement delivery fails or is unreasonably delayed for reasons for which we are responsible, the customer may, at his discretion, demand a reduction in the purchase price or rescission of the contract. Within the scope of the warranty, claims for damages can only be considered in accordance with the following §12 if the other requirements are met.

If we agree to take back the goods without there being a warranty case, they must be in their original condition, with packaging and a return bill; the customer shall bear the costs for the return shipment. The basis for all returns is our RMA procedure.

§12
Limitation of liability/compensation

12.1
We are liable for intent and gross negligence. We shall only be liable for slight negligence in the event of a breach of material contractual obligations arising from the nature of the contract or whose breach jeopardizes the achievement of the purpose of the contract. Otherwise, in the event of slight negligence, claims for damages by the customer, regardless of the legal grounds, in particular also those based on the breach of obligations when concluding the contract or of secondary contractual obligations and also on warranty, are excluded.

12.2
The above limitation of liability shall not apply to claims arising from the Product Liability Act, in the event of initial inability or impossibility for which we are responsible or in the absence of properties which are expressly warranted and are intended to protect the customer against the damage incurred.

§13
Property rights

13.1
For the freedom of the products distributed by us from third-party property rights,
which relate to electrical circuits is the sole responsibility of the client, taking into account his applications. §Section 434 BGB is excluded in this respect.

 

13.2
Other industrial property rights. If a third party asserts justified claims against the products distributed by us on the basis of other (non-electrical circuit-related) property rights which prevent the customer from using them, we shall, at our discretion, either obtain a license for the products concerned or replace them with products that are free of property rights. Should this be impossible for legal or technical reasons or unreasonable for reasonable economic reasons, we shall take back the affected items against reimbursement of the purchase price.
The customer shall have no further claims in this respect.

§14
Prohibited applications

14.1
The products offered by RTS may under no circumstances be used for (war) weapons, in particular not for biological, chemical or nuclear weapons or missiles.
14.2
It is expressly stated that the products offered by RTS are not designed, approved or suitable for use in space, aircraft or air transportation applications, life support or life extension devices or systems, human implants, surgical implantation equipment or other applications where product failure or malfunction is likely to result in personal injury, death, severe property or environmental damage or other catastrophic consequential damage.
14.3
RTS does not assume any liability for the aforementioned operations.
14.4
The use or installation in the devices, installations, applications or systems listed above is strictly prohibited (unless it has been mutually agreed in writing in advance of use that the prohibited application does not relate to a specific product in individual cases) and is carried out exclusively at the risk and liability of the customer.
14.5
The customer shall indemnify RTS against all claims, damages and costs resulting from one of the above uses.

§ 15 Special procurement

15.1
For goods which are not part of the product range offered by RTS and which RTS is commissioned to procure (special procurement), the separate General Terms and Conditions of Business and Delivery for Special Procurement or the General Terms and Conditions of Business and Delivery for Special Procurement with Test shall apply, insofar as such has been agreed.
15.2
The General Terms and Conditions of Business and Delivery of RTS shall apply in addition.

§16
Place of performance, place of jurisdiction, applicable law

16.1
The place of performance is our registered office in 82178 Puchheim.

16.2
The place of jurisdiction for all legal disputes arising from the contractual relationship as well as its creation and effectiveness for registered traders is Puchheim for both parties. At our discretion, we may also bring an action at the customer's registered office.

16.3
The contractual relationship is subject to German law. UN sales law is
excluded.

16.4
Sollten einzelne Bestimmungen des Vertrages mit dem Unternehmer einschließlich dieser Allgemeinen Geschäfts- und Lieferbedingungen ganz oder teilweise unwirksam sein oder werden, so wird hierdurch die Gültigkeit der übrigen Bestimmungen nicht berührt. Die ganz oder teilweise unwirksame Regelung soll durch eine Regelung ersetzt werden, deren wirtschaftlicher Erfolg dem der unwirksamen möglichst nahekommt.