GENERAL TERMS AND CONDITIONS

  1. Scope
    1. The following general terms and conditions (GTC) regulate the contractual relationship between ROGG Verbandstoffe GmbH & Co. KG and entrepreneurs, consumers, legal entities under public law or special funds under public law within the meaning of Section 310 (1) BGB. We only recognize conditions of the customer that contradict or deviate from our sales conditions if we expressly agree to their validity in writing.
    2. These conditions of sale also apply to all future transactions with the customer, insofar as they are legal transactions of a related nature.
    3. Conditions that deviate from our terms and conditions are only valid if we have expressly agreed to their validity. Deviations require a written agreement. If individual provisions of these conditions are changed or become ineffective, the remaining provisions remain in effect.
    4. The contract language is German.
     
  2. Offer and conclusion of contract
    1. All our offers are non-binding with regard to price, quantity, delivery time and delivery options.
    2. Orders and online offers represent a binding offer to you to buy goods.
    3. If an order is to be regarded as an offer according to § 145 BGB, we can use this within one week by sending an order confirmation or by delivering the ordered goods to be taken.
    4. Orders are only legally effective when they have been confirmed by us in writing. We are not obliged to deliver due to the sending of price lists, circulars or orders received in response to general offers.
     
  3. Documents provided
    1. For all documents provided to the customer in connection with the placing of the order – also in electronic form – such as price lists, calculations, drawings, etc., we reserve property rights and copyrights. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the offer of the customer within the period of section 2, these documents must be returned to us immediately.
    2. Telephone or electronic orders with details of the concluded contract (e.g., type of product, price, etc.) are saved by us. However, you cannot access your past orders over the Internet.
  4. Prices and payment
    1. Unless otherwise agreed in writing, our sales prices are in € (plus VAT) and unless otherwise expressly agreed in writing, EXW (ex-works), excluding packaging.
    2. The payment of the purchase price is to be paid free of postage and expenses, in accordance with the payment conditions stated on the invoice, to one of our accounts listed on the invoices. We must have received the payment by the due dates. Discount deduction is only allowed upon written agreement and will be granted provided that all payment obligations resulting from previous shipments are met. Without a separate agreement, payment is to be made without any deduction.
    3. Unless otherwise agreed, the purchase price is to be paid within 30 days from the invoice date.. Interest on arrears will be charged at a rate of 5% for buyers and sellers and 8% for companies above the respective base rate pa (see Appendix 1). The assertion of a higher damage caused by default remains reserved. In the event that we assert higher damage caused by delay, the customer has the opportunity to prove to us that the asserted damage caused by delay did not occur at all or at least in a significantly lower amount.
    4. Interest is not charged on advance payments or payments on account. We reserve the right to cancel a loan, including such, within the payment deadlines according to the terms of payment at any time. The withholding or offsetting of payments on the part of the buyer due to any counterclaims is not permitted. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changed wage, material and distribution costs for deliveries that are made 3 months or later after the conclusion of the contract.
  5. Rights of retention
    1. The customer is only entitled to offset if his claims have been legally established or are undisputed. The purchaser is also entitled to offset against our claims if he asserts notices of defects or counterclaims from the same purchase contract. The customer is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.
  6. Delivery time
    1. The start of the delivery time specified by us presupposes the timely and proper fulfilment of the purchaser’s obligations. The exception of the unfulfilled contract remains reserved.
    2. Delivery times will be adhered to as best as possible but are non-binding. No claims, in particular no damage caused by delay, can be derived from late delivery.
    3. The consequences of force majeure of any kind, e.g., operational or traffic disruptions, fire damage, floods, deficiencies in work, energy, raw materials and auxiliary materials, strikes, lockouts, disruptions in shipping, official measures and other circumstances for which we are not responsible, give us the right to stop deliveries without granting damages and without an obligation to make subsequent deliveries or to postpone delivery for the duration of the hindrance. Part deliveries are permitted. Call orders can only be carried out within the scope of the manufacturing possibilities.
    4. Deviations in size, weight, strength and quality are permissible within the scope of the customary market tolerances. Deviations from samples or earlier deliveries are avoided as far as technically feasible. The ordered quantities can be exceeded or undercut by up to 10%.
    5. If the customer is in default of acceptance or if he culpably breaches other obligations to cooperate, we are entitled to demand compensation for the damage we incur in this respect, including any additional expenses. We reserve the right to make further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item is transferred to the customer at the point in time at which he is in default of acceptance or payment.
    6. Further legal claims and rights of the customer due to a delay in delivery remain unaffected.
  7. Transfer of risk when shipping
    1. All shipments travel at the risk of the customer, regardless of whether carriage-paid delivery has been agreed. The seller reserves the right to choose the route and type of dispatch. Additional costs caused by special shipping requests by the buyer are at the buyer’s expense, unless otherwise agreed. The same applies to increases in freight rates etc. occurring after the conclusion of the contract, unless carriage paid delivery has been agreed.
     
  8. Retention of title
    1. We reserve title to the delivered item until all claims from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the purchased item if the customer behaves contrary to the contract.
    2. As long as ownership has not yet passed to him, the customer is obliged to treat the purchased item with care. As long as ownership has not yet passed, the customer must notify us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 of the German Code of Civil Procedure, the customer is liable for the loss we incur.
    3. The customer is entitled to process or sell goods in the ordinary course of business even before the purchase price has been paid. The customer hereby assigns to us the claims against the customer from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item has been resold without or after processing.
    4. The buyer must immediately notify us of any seizure or any other impairment of our property rights, confirm the property rights to both third parties and us in writing and support us in safeguarding our rights in every way. If the buyer sells the goods delivered by us, regardless of the condition, he assigns the claims arising from the sale to his customers with all ancillary rights to us with the conclusion of the contract until the complete repayment of all our claims, namely in the amount of the invoice value of our reserved goods contained in the sold items. At our request, the buyer is obliged to notify his customers of the assignment and to give us the information necessary to assert our rights and to hand over the necessary documents.
    5. The customer remains authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer fulfils his payment obligations from the proceeds received, is not in default of payment and, in particular, no application has been made to open insolvency proceedings or payments have been suspended.
    6. If, after the conclusion of the contract, circumstances become known that give rise to concerns about the creditworthiness of the buyer or if the buyer defaults on the fulfilment of his obligations towards us, we are entitled to immediate payment or, for our security, the surrender of the goods and to request advance payment or security for future goods to be delivered. The filing of bankruptcy, the taking of the oath of disclosure, a change of the company owner in connection with payment difficulties release us from the fulfilment of any ongoing orders, whereby the decision on the execution of the orders lies with us.
  9. Warranty and notification of defects as well as recourse / manufacturer recourse
    1. Guarantee to consumers
      1. Insofar as the information contained in our brochures, advertisements and other offer documents has not been expressly designated as binding by us, the illustrations or drawings contained therein are only approximate.
      2. Claims for defects become statute-barred 12 months after delivery of the goods we have delivered to our purchaser in the case of used goods. The statutory limitation period applies to claims for damages in the event of intent and gross negligence as well as injury to life, body and health based on an intentional or negligent breach of duty on the part of the user. Insofar as the law prescribes longer periods in accordance with Section 438 (1) No. 2 BGB (buildings and items for buildings), Section 445 b BGB (right of recourse) and Section 634a (1) BGB (construction defects), these periods shall apply. Prior to returning the goods our permit is to be requested.
      3. If the delivered item does not have the quality agreed between the customer and us, or if it is not suitable for the use stipulated in our contract or for general use, or if it does not have the properties that the customer could expect according to our public statements, so we are obliged to provide supplementary performance. This does not apply if we are entitled to refuse supplementary performance due to legal regulations.
      4. The customer initially has the choice of whether the supplementary performance should be carried out through repair or replacement. However, we are entitled to refuse the type of supplementary performance chosen by the customer if it is only possible at disproportionate costs and the other type of supplementary performance does not result in significant disadvantages for the customer. Reduction of the purchase price or withdrawal from the contract by the customer are excluded during subsequent performance. A subsequent improvement is deemed to have failed with the unsuccessful second attempt, unless something else results in particular from the nature of the item or the defect or the other circumstances. If the supplementary performance has failed or if we have refused the supplementary performance altogether, the customer can, at his option, request a reduction in the purchase price (reduction) or withdraw from the contract.
      5. The customer can only assert claims for damages under the following conditions due to the defect if the supplementary performance has failed or we have refused the supplementary performance. The right of the customer to assert further claims for damages under the following conditions remains unaffected.
    2. Guarantee towards entrepreneurs
      1. The purchaser’s warranty rights presuppose that he has properly complied with his inspection and complaint obligations under Section 377 of the German Commercial Code (HGB).
      2. Claims for defects become statute-barred 12 months after delivery of the goods delivered by us to our customer. The statutory limitation period applies to claims for damages in the event of intent and gross negligence as well as injury to life, body and health based on an intentional or negligent breach of duty on the part of the user. Insofar as the law prescribes longer periods in accordance with Section 438 (1) No. 2 BGB (buildings and items for buildings), Section 445 b BGB (right of recourse) and Section 634a (1) BGB (construction defects), these periods shall apply. Prior to returning the goods our permit is to be requested.
      3. If, despite all due care, the delivered goods show a defect that already existed at the time of the transfer of risk, we will either repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity to provide supplementary performance within a reasonable period of time. Recourse claims remain unaffected by the above regulation without restriction.
      4. If the supplementary performance fails, the customer can – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
      5. Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear as in the case of damage that after the transfer of risk as a result of incorrect or negligent treatment, excessive use, unsuitable operating resources, defective construction work, unsuitable building ground or due to special external influences that are not required by the contract. If improper repair work or changes are carried out by the customer or a third party, no claims for defects exist for these or the consequences arising from them.
      6. Claims of the customer due to the expenses necessary for the purpose of the supplementary performance, in particular transport, travel, labour and material costs, are excluded if the expenses increase because the goods delivered by us are subsequently transferred to a different location than the purchaser’s establishment unless the shipment corresponds to its intended use.
      7. The purchaser’s right of recourse against us only exists insofar as the purchaser has not made any agreements with his customer that go beyond the legally mandatory claims for defects. Concerning the extent of the customer’s recourse entitlements against the supplier, paragraph 6 shall be applied accordingly.
     
  10. Limitation of Liability
    1. We exclude liability for slightly negligent breaches of duty.
    2. Without prejudice to the above regulations and the following limitations of liability, we are fully liable for damage to life, body and health based on a negligent or wilful breach of duty by our legal representatives or our vicarious agents, as well as for damage covered by liability under the Product Liability Act , as well as for all damages based on wilful or grossly negligent breaches of contract as well as malice, our legal representatives or our vicarious agents. Insofar as we have given a quality and / or durability guarantee with regard to the goods or parts thereof, we are also liable under this guarantee. For damage that is based on the lack of the guaranteed quality or durability, but does not occur directly on the goods, we are only liable if the risk of such damage is clearly covered by the quality and durability guarantee.
    3. We are also liable for damage caused by simple negligence, insofar as this negligence relates to the breach of contractual obligations, compliance with which is of particular importance for achieving the purpose of the contract (cardinal obligations). However, we are only liable insofar as the damage is typically associated with the contract and is foreseeable. Otherwise, we are not liable for simple negligent breaches of secondary obligations that are not essential to the contract. The limitations of liability contained in sentences 1 – 3 also apply insofar as the liability for the legal representatives, executives and other vicarious agents is affected.
    4. Any further liability is excluded regardless of the legal nature of the asserted claim. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, employees, representatives and vicarious agents.
  11. 11 Miscellaneous
    1. This contract and all legal relationships between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).
    2. The place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation.
    3. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.