(as at: November 2016)
I. General information
1. these General Terms and Conditions of Sale and Delivery shall apply exclusively to the entire business relationship between REINSTAHL and the Buyer and prospective buyers. If a framework agreement exists between the Buyer and REINSTAHL, these General Terms and Conditions of Sale and Delivery shall apply both to the framework agreement and to the individual order. These Terms and Conditions shall also apply to future transactions with the Buyer, insofar as these are legal transactions of a related nature.
2 REINSTAHL does not recognise any terms and conditions of the Buyer that conflict with or deviate from these Terms and Conditions of Sale and Delivery unless REINSTAHL has expressly agreed to their validity in writing. REINSTAHL’s General Terms and Conditions of Sale and Delivery shall also apply if REINSTAHL carries out the delivery to the Buyer without reservation in the knowledge of conflicting or deviating terms and conditions of the Buyer.
3. these General Terms and Conditions of Sale and Delivery are an integral part of the contract. All agreements made between REINSTAHL and the Buyer for the purpose of executing this contract are set out in writing in this contract.
4. the General Terms and Conditions of Sale and Delivery of REINSTAHL shall only apply to entrepreneurs pursuant to Section 310 (1) of the German Civil Code (BGB), legal entities under public law or special funds under public law.
II Conclusion of contract, customer protection
1 Offers made by REINSTAHL are subject to change and non-binding. They may be cancelled by REINSTAHL at any time until receipt of the written declaration of acceptance or until delivery of the delivery item. The documents belonging to the offer, such as illustrations, drawings, weights and dimensions, are only approximate values, unless they are expressly declared to be binding. If REINSTAHL provides the Buyer with drawings or technical documents relating to the technical object of purchase to be supplied, these shall remain the property of REINSTAHL.
2 Orders placed by the Buyer shall be binding for the Buyer. Unless otherwise confirmed in writing by REINSTAHL, the delivery or invoice shall be deemed to be an order confirmation. If the Buyer’s order is to be qualified as an offer pursuant to § 145 BGB, REINSTAHL may accept it within four weeks. The period shall commence from the time the order is placed. If the goods are delivered by REINSTAHL before the expiry of this period, the contract shall also be concluded without a written order confirmation in exceptional cases.
(3) If the Buyer is a merchant, the written confirmation of REINSTAHL shall be exclusively decisive for the content of orders and agreements within the framework of the conclusion of the contract, unless the Buyer immediately objects in writing. This applies in particular to orders and agreements made verbally or by telephone upon conclusion of the contract. A notification to REINSTAHL is no longer immediate if it is not received by REINSTAHL within seven days.
4. if a machine is not offered ex warehouse by REINSTAHL and the location is verified or disclosed to the prospective purchaser together with the address, the prospective purchaser undertakes not to disclose the address to third parties and not to purchase the verified machine itself or via third parties other than via REINSTAHL. The information provided by REINSTAHL about machine locations and prospective buyers is only intended for the recipient itself and may not be passed on to third parties without the written consent of REINSTAHL. The prospective buyer is also obliged to conduct any price and final negotiations only through REINSTAHL. In the event of culpable non-compliance, the prospective buyer shall reimburse REINSTAHL in full for the loss of profit in the amount of the difference between the purchase price proven by REINSTAHL and the offer price. The orders, purchase agreements and deliveries resulting from the verification of machines for purchase or sale and the business relationships established as a result shall be deemed to have been brokered by REINSTAHL.
III Delivery date, scope of delivery, delay in delivery
1. delivery dates and periods shall only be deemed to have been agreed as approximate unless REINSTAHL has expressly given a written commitment as binding upon conclusion of the contract. The commencement of a delivery period stated by REINSTAHL presupposes the timely and proper fulfilment of the Buyer’s obligations, in particular the clarification of all technical issues; otherwise the delivery dates shall be extended accordingly. The defence of non-performance of the contract remains reserved. The delivery period shall be deemed to have been met if the delivery item has left REINSTAHL’s works or REINSTAHL has made the delivery item available for delivery and notified the Buyer that it is ready for dispatch by the expiry of the delivery period.
2 REINSTAHL shall be entitled to make partial deliveries, provided that these do not fall below a reasonable minimum.
3. the Buyer must check and acknowledge the delivery note. REINSTAHL must be notified immediately in writing of any objections. Otherwise, the acknowledged delivery quantity shall be deemed recognised.
4. the delivery period shall be extended appropriately in the event of industrial disputes, in particular strikes and lockouts, force majeure, official measures, non-delivery by REINSTAHL’s suppliers and the occurrence of unforeseen, unavoidable obstacles that are beyond REINSTAHL’s control, insofar as such obstacles affect the completion or delivery of the delivery item. This shall also apply if the circumstances occur at subcontractors. REINSTAHL shall notify the Buyer immediately of the beginning and end of such hindrances in important cases. Force majeure shall also be deemed to exist in the event of industrial action including strikes and lawful lockouts at REINSTAHL’s premises or at REINSTAHL’s suppliers. In such cases, the Buyer’s claims for damages shall be excluded within the limits of Section VII (Other Liability).
5. if REINSTAHL is in default, the Buyer must – to the extent provided for by law – set REINSTAHL a reasonable grace period. After expiry of this grace period, the Buyer may withdraw from the contract if the goods have not been notified as ready for dispatch by this time.
6. in the event of default, REINSTAHL shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a firm deal within the meaning of Section 286 (2) No. 4 BGB or within the meaning of Section 378 HGB. REINSTAHL shall also be liable in accordance with the statutory provisions if, as a consequence of a delay in delivery for which REINSTAHL is responsible, the Buyer is entitled to assert that its interest in the further fulfilment of the contract has ceased to exist.
7 Furthermore, REINSTAHL shall be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which REINSTAHL is responsible; any fault on the part of its representatives or vicarious agents shall be attributed to REINSTAHL. If the delay in delivery is due to a grossly negligent breach of contract for which REINSTAHL is responsible, REINSTAHL’s liability for damages shall be limited to the foreseeable, typically occurring damage.
8 REINSTAHL shall also be liable in accordance with the statutory provisions if the delay in delivery for which REINSTAHL is responsible is due to the culpable breach of a material contractual obligation; in this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage.
9. if the Buyer incurs damage due to a delay in delivery for which REINSTAHL is responsible, the Buyer may demand compensation for this damage to the exclusion of further claims for compensation in the amount of 0.5% for each week of delay, but not exceeding 5% of the value of the affected part of the total delivery. Further claims in the event of a delay in delivery, in particular claims for damages, are excluded, unless otherwise stated in the above clauses 6 – 8.
10. if the Buyer is in default of acceptance or culpably violates other duties to co-operate, REINSTAHL shall be entitled to demand compensation for the damage incurred by it in this respect, including any additional expenses. REINSTAHL reserves the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the buyer at the point in time at which the buyer is in default of acceptance or debtor’s delay.
IV. Prices, terms of payment
1 The prices do not include VAT, freight, customs duties, postage, packaging, insurance and other expenses. The prices valid on the day of delivery are decisive for the calculation of brand-new machines. Packaging shall be charged at cost price; its return is excluded.
2. in the absence of special agreements, invoices are due for payment immediately without deduction. The deduction of a discount shall only be permitted in the event of a special written agreement.
3. invoicing by REINSTAHL shall take place before the goods are dispatched. Unless otherwise agreed, delivery shall only be made against advance payment. If it is agreed in individual cases that delivery is not to be made against advance payment, the invoice shall nevertheless be issued and due if the goods ready for dispatch cannot be shipped for reasons that fall within the buyer’s sphere of risk.
4. if the buyer is in default of payment, the statutory provisions regarding the consequences of default of payment shall apply. The right to assert a specific claim for damages caused by default remains reserved.
5. the Buyer shall only be entitled to set-off rights if its counterclaims have been legally established, are undisputed or have been recognised by REINSTAHL. In addition, the Buyer shall only be authorised to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.
6. if REINSTAHL is obliged to make advance payment and if, after conclusion of the contract, REINSTAHL’s claim to payment is significantly jeopardised due to a substantial deterioration in the Buyer’s financial circumstances, REINSTAHL may demand advance payment or security within a reasonable period of time and refuse performance until the demand has been met. If the Buyer refuses to do so or if the deadline expires without fulfilment, REINSTAHL shall be entitled to withdraw from the contract. REINSTAHL may also prohibit the resale of goods delivered subject to retention of title, demand their return or the transfer of direct possession at the Buyer’s expense and revoke a collection authorisation.
V. Transfer of risk, acceptance
1. the risk of accidental loss or accidental deterioration of the goods shall pass to the Buyer upon commencement of loading or dispatch of the delivery item to the Buyer or upon handover to the forwarding agent, carrier or shipping agent, at the latest upon leaving the factory/warehouse. This shall also apply if partial deliveries are made or REINSTAHL has assumed other services, e.g. shipping costs or delivery and installation and/or commissioning.
2 Insofar as the delivery item must be accepted, the acceptance is decisive for the transfer of risk. Acceptance must be carried out immediately on the acceptance date, alternatively after the supplier’s notification of readiness for acceptance, and may not be refused by the buyer merely due to the existence of an insignificant defect.
3. if the goods are ready for dispatch and the dispatch is delayed for reasons for which the buyer is responsible, the risk shall pass to the buyer upon receipt of the notification of readiness for dispatch. The same shall apply accordingly in the event of a delay in acceptance and notification of readiness for acceptance.
4 REINSTAHL shall only be obliged to take out transport insurance at the express request of the Buyer. The costs shall be borne by the Buyer.
VI Notice of defects, warranty
claims for defects of the buyer presuppose that the buyer has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB. The obligation to inspect and give notice of defects also extends to the assembly instructions. Complaints must be reported to REINSTAHL in writing without delay and the defective parts in question must be returned to REINSTAHL at its request. REINSTAHL shall bear the transport costs for this if the complaint is justified. If the Buyer fails to fulfil these obligations or makes changes to the rejected goods without REINSTAHL’s consent, it shall lose any claims for material defects.
1. claims for defects of the buyer presuppose that the buyer has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB. The obligation to inspect and give notice of defects also extends to the assembly instructions. Complaints must be reported to REINSTAHL in writing without delay and the defective parts in question must be returned to REINSTAHL at its request. REINSTAHL shall bear the transport costs for this if the complaint is justified. If the Buyer fails to fulfil these obligations or makes changes to the rejected goods without REINSTAHL’s consent, it shall lose any claims for material defects.
transport damage must be reported to the seller immediately. The Buyer shall arrange the necessary formalities with the carrier, in particular to make all necessary determinations to safeguard rights of recourse against third parties. Insofar as breakage, shrinkage or similar customary in the trade remain within reasonable limits, this cannot be objected to.
2. transport damage must be reported to the seller immediately. The Buyer shall arrange the necessary formalities with the carrier, in particular to make all necessary determinations to safeguard rights of recourse against third parties. Insofar as breakage, shrinkage or similar customary in the trade remain within reasonable limits, this cannot be objected to.
3 REINSTAHL’s warranty is excluded for the sale of used products, unless otherwise stipulated below. Used machines shall be delivered by REINSTAHL with the accessories still present in the condition in which they are at the time of conclusion of the contract. Any liability for obvious and hidden defects shall be excluded even if the machine has not been inspected by the Buyer beforehand, unless REINSTAHL has fraudulently concealed known defects or has assumed a guarantee for the condition of the item.
if a new purchased item is defective, REINSTAHL shall be entitled, at its discretion, to subsequent fulfilment in the form of rectification of the defect or delivery of a new item free of defects. The Buyer must always give REINSTAHL the opportunity for subsequent fulfilment within a reasonable period of time. In the event of rectification of defects or replacement delivery, REINSTAHL shall be obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs up to the amount of the purchase price, provided that these are not increased by the fact that the purchased item has been taken to a place other than the place of performance, unless the transfer corresponds to its intended use. However, REINSTAHL shall only bear removal and installation costs if the conditions for fault-based liability for damages are met. If the subsequent fulfilment fails, the Buyer shall be entitled, at its discretion, to demand withdrawal or a reduction in price. If the defect represents an insignificant breach of duty, the buyer may neither withdraw from the contract nor demand compensation for damages instead of full performance.
4. if a new purchased item is defective, REINSTAHL shall be entitled, at its discretion, to subsequent fulfilment in the form of rectification of the defect or delivery of a new item free of defects. The Buyer must always give REINSTAHL the opportunity for subsequent fulfilment within a reasonable period of time. In the event of rectification of defects or replacement delivery, REINSTAHL shall be obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs up to the amount of the purchase price, provided that these are not increased by the fact that the purchased item has been taken to a place other than the place of performance, unless the transfer corresponds to its intended use. However, REINSTAHL shall only bear removal and installation costs if the conditions for fault-based liability for damages are met. If the subsequent fulfilment fails, the Buyer shall be entitled, at its discretion, to demand withdrawal or a reduction in price. If the defect represents an insignificant breach of duty, the buyer may neither withdraw from the contract nor demand compensation for damages instead of full performance.
5 REINSTAHL shall be liable in accordance with the statutory provisions if the Buyer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of REINSTAHL’s representatives or vicarious agents. Insofar as REINSTAHL is not accused of wilful breach of contract, liability for damages shall be limited to the foreseeable, typically occurring damage.
6 REINSTAHL shall be liable in accordance with the statutory provisions if it culpably breaches a material contractual obligation; in this case, too, liability for damages shall be limited to the foreseeable, typically occurring damage.
insofar as the Buyer is otherwise entitled to compensation for damages instead of performance due to a negligent breach of duty, REINSTAHL’s liability shall be limited to compensation for the foreseeable, typically occurring damage.
7. insofar as the Buyer is otherwise entitled to compensation for damages instead of performance due to a negligent breach of duty, REINSTAHL’s liability shall be limited to compensation for the foreseeable, typically occurring damage.
8 Liability for culpable injury to life, limb or health remains unaffected. This also applies to mandatory liability under the Product Liability Act.
9 Unless otherwise agreed above, liability is excluded. In particular, liability for defects is also excluded
due to corrosion or normal wear and tear. In particular, the warranty does not cover the wear and tear of wearing parts. Wear parts are all rotating parts, all drive parts and tools. When a machine is sold, these warranty provisions are based on use in single-shift operation;- due to corrosion or normal wear and tear. In particular, the warranty does not cover the wear and tear of wearing parts. Wear parts are all rotating parts, all drive parts and tools. When a machine is sold, these warranty provisions are based on use in single-shift operation;
in the event of damage caused by external influences, improper handling or installation or use, faulty assembly or commissioning, faulty operation, maintenance, overloading or faulty or negligent handling by the purchaser or its customers;- in the event of damage caused by external influences, improper handling or installation or use, faulty assembly or commissioning, faulty operation, maintenance, overloading or faulty or negligent handling by the purchaser or its customers;
for the consequences of improper modifications or repair work carried out by the Buyer without the consent of REINSTAHL;- for the consequences of improper modifications or repair work carried out by the Buyer without the consent of REINSTAHL;
– wenn gesetzliche oder von REINSTAHL erlassene Einbau- und Behandlungsvorschriften von dem Käufer oder seinem Abnehmer nicht befolgt werden, es sei denn, dass der Mangel nicht auf diese Nichtbeachtung zurückzuführen ist.
if the Buyer discovers a defect, it may not modify or process the delivery item or hand it over to third parties, but must give REINSTAHL sufficient opportunity and time to satisfy itself of the defect and, if necessary, to carry out the necessary subsequent fulfilment (rectification of the defect or delivery of a new item free of defects); otherwise all claims for defects shall lapse. Only in urgent cases where operational safety is jeopardised or to prevent disproportionately large damage, in which case REINSTAHL must be notified immediately, shall the Buyer have the right to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary expenses from REINSTAHL. Irrespective of the existence of a defect, warranty claims shall also lapse if the Buyer or a third party carries out modification or repair work without REINSTAHL’s authorisation.
10. if the Buyer discovers a defect, it may not modify or process the delivery item or hand it over to third parties, but must give REINSTAHL sufficient opportunity and time to satisfy itself of the defect and, if necessary, to carry out the necessary subsequent fulfilment (rectification of the defect or delivery of a new item free of defects); otherwise all claims for defects shall lapse. Only in urgent cases where operational safety is jeopardised or to prevent disproportionately large damage, in which case REINSTAHL must be notified immediately, shall the Buyer have the right to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary expenses from REINSTAHL. Irrespective of the existence of a defect, warranty claims shall also lapse if the Buyer or a third party carries out modification or repair work without REINSTAHL’s authorisation.
unless otherwise agreed, the warranty period shall be 12 months after delivery of the goods supplied by REINSTAHL to the Buyer. This shall not apply if the goods are normally used for a building and have caused the defect. If dispatch is delayed through no fault of REINSTAHL, liability shall expire no later than 18 months after readiness for dispatch. The statutory warranty periods shall remain unaffected in the following cases:11. unless otherwise agreed, the warranty period shall be 12 months after delivery of the goods supplied by REINSTAHL to the Buyer. This shall not apply if the goods are normally used for a building and have caused the defect. If dispatch is delayed through no fault of REINSTAHL, liability shall expire no later than 18 months after readiness for dispatch. The statutory warranty periods shall remain unaffected in the following cases:
Damage resulting from injury to life, limb or health,- Damage resulting from injury to life, limb or health,
damages caused by an intentional or grossly negligent breach of duty by REINSTAHL, its legal representatives or vicarious agents.- damages caused by an intentional or grossly negligent breach of duty by REINSTAHL, its legal representatives or vicarious agents.
The limitation period also remains unaffected in the event of a delivery recourse according to §§ 478, 479 BGB; it is five years, calculated from delivery of the defective item.
Other liability
1. any further liability for damages than provided for in III. and VI. is excluded – irrespective of the legal nature of the asserted claim. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage in accordance with § 823 BGB.
2. the limitation according to paragraph 1 shall also apply if the buyer demands compensation for useless expenses instead of a claim for damages in lieu of performance.
3. to the extent that REINSTAHL’s liability is excluded or limited, this shall also apply to the personal liability of REINSTAHL’s employees, workers, staff, legal representatives and vicarious agents.
4. the statutory provisions on the burden of proof remain unaffected.
VIII Retention of title, securities
1 REINSTAHL retains title to the delivery item until receipt of all payments arising from the business relationship with the Buyer. If the Buyer acts in breach of contract, in particular in the event of default in payment, or if an application is made to open insolvency proceedings, REINSTAHL shall be entitled to take back the delivery item after issuing a reminder and the Buyer shall be obliged to surrender it. If REINSTAHL takes back the purchased item, this shall constitute a cancellation of the contract. REINSTAHL shall be authorised to sell the purchased item after taking it back; the proceeds from the sale shall be set off against the Buyer’s liabilities – less reasonable costs of sale.
the Buyer is obliged to treat the purchased item with care; in particular, it is obliged to insure it adequately against fire, water damage and theft at its own expense. If the Buyer fails to prove to REINSTAHL that it has taken out such insurance, REINSTAHL shall be entitled to take out such insurance itself at the Buyer’s expense. If maintenance and inspection work is required, the Buyer must carry this out in good time at its own expense.
2. the Buyer is obliged to treat the purchased item with care; in particular, it is obliged to insure it adequately against fire, water damage and theft at its own expense. If the Buyer fails to prove to REINSTAHL that it has taken out such insurance, REINSTAHL shall be entitled to take out such insurance itself at the Buyer’s expense. If maintenance and inspection work is required, the Buyer must carry this out in good time at its own expense.
in the event of seizures or other interventions by third parties, the Purchaser must notify REINSTAHL immediately in writing so that REINSTAHL can bring an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO). If the third party is not in a position to reimburse REINSTAHL for the judicial and extrajudicial costs of an action pursuant to Section 771 ZPO, the Purchaser shall be liable for the loss incurred by REINSTAHL.
3. in the event of seizures or other interventions by third parties, the Purchaser must notify REINSTAHL immediately in writing so that REINSTAHL can bring an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO). If the third party is not in a position to reimburse REINSTAHL for the judicial and extrajudicial costs of an action pursuant to Section 771 ZPO, the Purchaser shall be liable for the loss incurred by REINSTAHL.
the Buyer shall be entitled to resell the delivery item in the ordinary course of business. However, it hereby assigns to REINSTAHL all claims in the amount of the final invoice amount (including VAT) of REINSTAHL’s claim which accrue to it from the resale against the customer or against third parties, irrespective of whether the goods subject to retention of title are resold without or after processing. The Buyer is authorised to collect these claims even after the assignment. REINSTAHL’s authorisation to collect the claims itself remains unaffected by this; however, REINSTAHL undertakes not to collect the claims as long as the Buyer duly fulfils its payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, REINSTAHL may demand that the Buyer informs it of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. If the delivery item is resold together with other goods that do not belong to REINSTAHL, the Buyer’s claim against the customer shall be deemed assigned in the amount of the delivery price agreed between REINSTAHL and the Buyer.
4. the Buyer shall be entitled to resell the delivery item in the ordinary course of business. However, it hereby assigns to REINSTAHL all claims in the amount of the final invoice amount (including VAT) of REINSTAHL’s claim which accrue to it from the resale against the customer or against third parties, irrespective of whether the goods subject to retention of title are resold without or after processing. The Buyer is authorised to collect these claims even after the assignment. REINSTAHL’s authorisation to collect the claims itself remains unaffected by this; however, REINSTAHL undertakes not to collect the claims as long as the Buyer duly fulfils its payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, REINSTAHL may demand that the Buyer informs it of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. If the delivery item is resold together with other goods that do not belong to REINSTAHL, the Buyer’s claim against the customer shall be deemed assigned in the amount of the delivery price agreed between REINSTAHL and the Buyer.
the processing or transformation of items subject to retention of title shall always be carried out by the Buyer on behalf of REINSTAHL. If the item subject to retention of title is processed with other items not belonging to REINSTAHL, REINSTAHL shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title.
5. the processing or transformation of items subject to retention of title shall always be carried out by the Buyer on behalf of REINSTAHL. If the item subject to retention of title is processed with other items not belonging to REINSTAHL, REINSTAHL shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title.
if the purchased item is inseparably mixed with other items not belonging to REINSTAHL, REINSTAHL shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the Buyer’s item is to be regarded as the main item, it is agreed that the Buyer shall acquire a pro rata share in the new item.
6. if the purchased item is inseparably mixed with other items not belonging to REINSTAHL, REINSTAHL shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the Buyer’s item is to be regarded as the main item, it is agreed that the Buyer shall acquire a pro rata share in the new item.
REINSTAHL transfers co-ownership. The Buyer shall hold the sole ownership or co-ownership thus created in safe custody for REINSTAHL. If the purchased item is combined with other movable items to form a single item and if the other item is to be regarded as the main item, it shall be deemed agreed that the Buyer shall transfer co-ownership to REINSTAHL on a pro rata basis insofar as the main item belongs to it. In all other respects, the same shall apply to the item resulting from the processing, transformation, combination or mixing as to the goods subject to retention of title.
the Buyer also assigns to REINSTAHL the claims to secure REINSTAHL’s claims against a third party arising from the combination of the purchased item with a property.7. the Buyer also assigns to REINSTAHL the claims to secure REINSTAHL’s claims against a third party arising from the combination of the purchased item with a property.
8 REINSTAHL is entitled to demand appropriate securities for the proper fulfilment of the Buyer’s obligations. REINSTAHL undertakes to release the securities to which it is entitled at the Buyer’s request to the extent that the realisable value of the securities exceeds the claims to be secured by more than 10%; REINSTAHL shall be responsible for selecting the securities to be released.
IX. Obligation to fulfil, impossibility
1. the delivery obligation of REINSTAHL is subject to the reservation of proper, complete and timely delivery to REINSTAHL. In the event of incorrect or untimely delivery by suppliers or previous owners of the goods, REINSTAHL shall not be liable for impossibility of delivery or for delays in delivery for which REINSTAHL is not responsible. If such incorrect or untimely delivery makes delivery and performance significantly more difficult or impossible for REINSTAHL and the hindrance is not only of a temporary nature, REINSTAHL shall be entitled to withdraw from the contract. If the hindrance is only of a temporary nature, the delivery or performance periods shall be extended or the delivery or performance dates shall be postponed by the period of the hindrance plus a reasonable start-up period. If the Buyer cannot reasonably be expected to accept the delivery or service as a result of the delay, it may withdraw from the contract by immediate written declaration to REINSTAHL.
2. if REINSTAHL is unable to perform the entire service before the transfer of risk, the Buyer may withdraw from the contract. In the event of partial impossibility, the above provision shall only apply to the corresponding part. In this case, however, the buyer may withdraw from the entire contract if he can prove a justified interest in rejecting the partial delivery.
3. if the impossibility occurs during the Buyer’s default of acceptance or if the Buyer is solely or predominantly responsible for the circumstance due to which REINSTAHL is not required to perform, the Buyer shall remain obliged to fulfil the contract.
after withdrawal from the contract by REINSTAHL or after setting a deadline with a threat of refusal, REINSTAHL shall be entitled to freely utilise the goods taken back.
4. after withdrawal from the contract by REINSTAHL or after setting a deadline with a threat of refusal, REINSTAHL shall be entitled to freely utilise the goods taken back.
X. Place of fulfilment, place of jurisdiction, applicable law
1. unless otherwise contractually agreed, the place of fulfilment for payment and delivery of goods shall be the registered office of REINSTAHL.
2. the exclusive place of jurisdiction for all disputes shall be the registered office of REINSTAHL, provided that the Buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law. REINSTAHL shall also be entitled to sue the Buyer at its registered office. Furthermore, the place of jurisdiction for all claims of the contracting parties arising from the business relationship shall be the registered office of REINSTAHL if the Buyer has no general place of jurisdiction in Germany.
3. these Terms and Conditions of Sale and Delivery as well as the legal relationships between REINSTAHL and the Buyer arising from this contract shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
XI. Legal validity, data protection
1. should one of the provisions of these General Terms and Conditions of Sale and Delivery be or become invalid, this shall not affect the validity of the remainder of the contract. The statutory provision shall apply in its place. Under no circumstances shall the relevant provision in these General Terms and Conditions of Sale and Delivery be replaced by the Buyer’s terms and conditions.
2. legally relevant declarations of intent such as cancellations, declarations of withdrawal, requests for a reduction in the purchase price or compensation are only effective if they are made in writing.
3 REINSTAHL shall be entitled to process and store the data about the Buyer received in connection with the business relationship – even if these originate from third parties – within the meaning of the Federal Data Protection Act and to have them processed and stored by third parties commissioned by REINSTAHL.