General Terms & Conditions

§1 Area of applicability of our general terms and conditions of business

All deliveries, services and offers of Rime GmbH take place exclusively in accordance with these general terms and conditions of delivery. These form part of all contracts which Rime GmbH concludes with its contracting partners in relation to the deliveries or services which it provides. These also apply to all future deliveries, services or offers which are provided to the contracting partner, even if not agreed separately once again.

Terms and conditions of business of the contracting partner or of third-parties shall not apply, even if Rime GmbH does not separately object to their applicability in the individual case. Even if Rime GmbH refers to written correspondence which contains or refers to terms and conditions of business of the contracting partner or of a third-party, this shall not be deemed to represent agreement to the applicability of such terms and conditions of business.

§2 Complete and clear specifications

We base our offers on complete and unambiguous technical specifications, for example in the form of a drawing conforming to standards and norms. The time taken to clarify incomplete, contradictory, illegible or incorrect drawings and other specifications will be billed at our usual hourly rates.

Should it be necessary to create CAD drawings, the time taken will be charged at the usual CAD hourly rates. If, despite our advice, an order is placed without complete reference to the requested drawing version or if different versions are listed under one revision level, no complaint can be raised about the production of the wrong version.

If the material quality is of importance beyond that which is evident during manufacture, the parts must be ordered with a works certificate. A subsequent assignment to the works certificate of the sheet used is not possible. Should fewer or more work processes be required than are shown in the drawing, the written order must contain a corresponding note or a clear reference to an offer.

In the other case, we are entitled to charge for production corresponding to the drawing according to time and expense. The customer may not claim change requests which are not received or confirmed in writing.

§3 Delivery and delivery time

Deliveries take place ex-works.

Dates and deadlines for deliveries and services which are stated by Rime GmbH are only ever of an approximate nature, unless a fixed date or deadline has been stated or agreed to. Any delivery deadline which has been agreed will start to run at the time of sending of the order confirmation, however not prior to the provision of the documents to be obtained by the contracting partner, such as drawings or similar.

Should shipping have been agreed, delivery dates and deadlines relate to the time of handover to the forwarding agent, shipping company or other third-parties engaged to carry out the transportation.

Regardless of its rights connected to default on the part of the contracting partner, Rime GmbH can request an extension of delivery and performance deadlines or a postponement of these from the contracting partner, corresponding to the period of time in which the contracting partner fails to comply with its contractual obligations vis a vis Rime GmbH.

Rime GmbH shall not incur liability for impossibility of delivery or for delivery delays, should these have been caused by force majeure or other events which were not foreseeable at the time of conclusion of the contract (for example all types of operational disruptions, difficulties in procuring materials or energy, transport delays, strikes, lawful blockades, lack of manpower, energy or raw materials, difficulties in obtaining the necessary official permits, official measures or the absence of or incorrect or late supply by suppliers) for which Rime GmbH is not responsible. Should such events make the delivery or service significantly more difficult for Rime GmbH or make this impossible and should the hindrance not be of a merely temporary duration, Rime GmbH shall be entitled to rescind the contract. In case of temporary hindrances, the delivery or performance deadlines shall be extended or the delivery or performance dates shall be postponed by the amount of time of the hindrance, plus a reasonable start up period. Should acceptance of the delivery or service not be considered reasonable for the contracting partner as a result of the delay, it can rescind the contract by providing Rime GmbH with an immediate declaration in writing.

Rime GmbH is only entitled to provide partial deliveries in the following cases:

• If the partial delivery can be used by the contracting partner within the framework of the contractual intended purpose of use;
• If the delivery of the remaining goods which have been ordered is guaranteed;
• If the contracting partner does not incur any significant increased expenses or additional costs as a result (unless Rime GmbH declares that it is prepared to assume the said costs).

Should Rime GmbH enter default in relation to a delivery or service or should a delivery or service become impossible for it for any reason, the liability of Rime GmbH shall be limited to damages in accordance with § 7 of these general terms and conditions of delivery.

§4 Payment

Invoices can either be settled within eight days of the date of the invoice with a 2% discount or net within twenty-one days of the date of the invoice.

No discount can be granted if other invoices which are due have not yet been settled.

All other deductions and discounts which have not been expressly agreed will not be recognised by us.

Any payment will be set off against the oldest outstanding invoice. Should the payment deadline be exceeded, we are entitled to charge interest to the sum of 2% above the respective discount rate of the German Bundesbank, however at least 8% per annum.

§5 Defects

The customer is obliged to inspect the delivery following receipt. Any defects relating to type, quality and quantity must be notified to us immediately, however at the latest within two weeks of receipt of the goods. Hidden defects must be raised with us in writing immediately following discovery, however at the latest three months following receipt of the goods, stating the order data and the invoice, production and shipping number.

Should the customer fail to make the above notification, the goods will be deemed to have been approved. For the purpose of warranty, the contracting partner is limited to a right to improvement. Should the reworking time and expense not be reasonable in proportion to the value of the goods or exceed the value of the goods or should the improvement fail, the right of conversion or reduction shall remain in place.

Complaints shall not entitle the customer to delay payment or refuse acceptance of the goods. Consequential costs shall be excluded, except in case of intentional or grossly negligent behaviour on the part of our employees. Furthermore, we cannot accept liability for consequential costs which are due to defects caused by our sub-suppliers.

Warranty claims will be time barred one year after the time of delivery of the contractual object. The above does not apply should longer limitation periods be provided for by law in a mandatory manner.

§6 Reservation of ownership

The goods shall remain our property until full payment of all claims, including ancillary claims, claims for damages and redemption of cheques and bills of exchange. The reservation of ownership shall also remain in force if individual claims are included in a current account and the balance has been drawn and recognised.

Should the goods subject to reservation of ownership be processed, the contracting partner shall not acquire the ownership in accordance with §950 of the German Civil Code (BGB) in relation to the new object. The processing will be carried out for us, without any liabilities arising on our part. Should the goods subject to reservation of ownership be processed or inseparably mixed with other objects which do not belong to us, we shall acquire ownership of the new item to the value of the invoice sum of the goods subject to reservation of ownership to the other objects which have been processed or mixed at the time of processing or mixing.

§7 Liability to pay damages due to fault

Regardless of legal reason, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contractual negotiations and tort, the liability of Rime GmbH to pay damages in case of fault shall be limited in accordance with this §7.

Rime GmbH shall not incur liability in case of simple negligence on the part of its organs, legal representatives, employees or other vicarious agents, unless essential contractual obligations have been breached. Essential contractual obligations are the obligations to deliver and install the object of delivery on time, its freedom from defects of title and such material defects that impair its functionality or usability more than insignificantly, as well as advisory, protective and care obligations that are intended to enable the contracting partner to use the object of delivery in accordance with the contract or are intended to protect the life and limb of the personnel of the contracting partner or to protect its property from significant damage.

Should Rime incur liability to pay damages in accordance with § 7 Paragraph 2, this liability shall be limited to losses which Rime GmbH foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which it should have foreseen if the degree of care which is customary in the sector had been applied. Furthermore, indirect losses and consequential losses due to defects in relation to the object of delivery can only be compensated if these can be typically expected when using the object of delivery as intended.

In case of liability for simple negligence, the obligation of Rime GmbH to pay damages for property damage and resulting additional financial losses shall be limited to the sum of 100,000 EUR per loss event, even if essential contractual obligations have been breached.

The exclusions and limits of liability above shall apply to the same extent in favour of the organs, legal representatives, employees and other vicarious agents of Rime GmbH.

Should Rime GmbH provide technical information or give advice and should the said information or advice not form part of the contractually agreed scope of service owed by it, this shall take place free-of-charge and to the exclusion of all liability.

The restrictions set out in this § 7 do not apply to liability on the part of Rime GmbH as a result of intentional behaviour, in relation to guaranteed quality characteristics, in case of injury to life, body or health or to liability under the German Product Liability Act (Produkthaftungsgesetz).

§8 Place of performance

The place of performance for deliveries and payments for both parties is Riesa, Germany. The place of jurisdiction is also Riesa.