RODENBERG Türsysteme AG - Entrance door panels for modern, classic and exclusiv entrance doors


General terms and conditions

General terms and conditions of Delivery and Payment of Rodenberg Türsysteme AG .

I. General information

These delivery and payment conditions apply to all our deliveries and services and exclude divergent terms and conditions of the contracting partner. Deviating agreements are only binding if they are confirmed by us in writing. A waiver of this formal requirement will only be considered by notice in writing.Should any of the provisions become invalid in part or in whole, this shall not affect the effectiveness of the remaining provisions. Any invalid provisions shall be replaced by the contractual partners in a reasonable manner and in good faith by provisions which best fulfil the economic intent and purpose of this agreement without significantly changing the contract content. The same applies should a specific provision become necessary for a circumstance that is in need of regulation.

II. Offer and order confirmation

Our offers are non-binding. Orders only become effective upon written confirmation by us; should no such confirmation be provided, the invoice issued serves as order confirmation.The measurement estimate, in which the type and execution of the performance have to be determined by the contractual partner, shall be decisive for the delivery. Order confirmations and dimension sheets must be verified without delay by the purchaser after they have been received. Should the purchaser fail to perform this verification and/or fail to notify us, mistakes - with the exception of measurement mistakes made by the supplying company - and variances from the desired result shall be the purchaser's responsibility. Insignificant and/or standard variances that do not affect usability and which the purchaser can reasonably be expected to tolerate are excepted. Technical difficulties which were not known at the time of conclusion of the contract and which we cannot reasonably be expected to accept give us the right to rescission of contract.

III. Prices

The prices are quoted ex-factory without packaging in EUROS excluding the statutory VAT at the rate current at the time of supply, which is indicated separately on the invoice. In the case of price or cost increases between the conclusion of the contract and delivery, we are entitled to increase the prices by a reasonable amount; however, this shall only apply to non-trading activities if the delivery period is within 4 months of conclusion of the contract. Subsequent amendments at the request of the purchaser, as well as additional work not specified in the order confirmation, shall be invoiced separately.

IV. Payment

Payments shall be due and payable immediately after receipt of the invoice without any deduction. The claim becomes due upon delivery. In the case of construction works we are entitled to request partial payments corresponding to the progress of work performed. Payments to our representatives may only be effected if a collection authorisation, written by us, exists.In the case of delay in payment we are entitled - without prejudice to our right for further claims for damages - to demand a default interest rate of 8% (for consumers to the level of 5%) above the current base lending rate pursuant to article 247 of the German Civil Code [BGB]. Should the purchaser fall into arrears with a considerable portion of the payment or if a cheque or bill of exchange is protested or the prerequisites for a credit are no longer fulfilled, all claims toward him become due for payment immediately. In the case of partial deliveries we have a right to refuse delivery of remaining goods from the order without being liable for the payment of damages.Should the financial situation of the purchaser deteriorate significantly after conclusion of the contract or should a poor financial situation only become apparent after conclusion of the contract, we are entitled in the case of compromise of return to refuse remaining deliveries as well as to demand reasonable advance payments or security deposits. Should advance payments or security deposits not be paid within a reasonable time limit, we are entitled to withdraw from the contract without prejudice to our right for further claims for damages. A set-off of the purchaser shall only be considered if his counterclaim is undisputed and a valid title is available. Rights of retention can only be asserted insofar as they are based on claims from the same contractual relationship.Should the contract not be carried out as a result of a circumstance under the purchaser's control or should the purchaser rescind from the contract without a justifiable reason, we are entitled to claim damages of 25% of the invoice amount without verification, whereby the furnishing of counter-evidence of a reduced level of damage is also committed. This is subject to the precise calculation of compensation expenses.

V. Delivery and Installation

The delivery takes place at purchaser's risk, also in the case of freight-paid delivery on an ex-factory basis. The accessibility of the unloading point with a lorry and suitable unloading conditions are assumed. The purchaser shall be liable for all damage resulting from the absence of these preconditions. Binding terms of delivery may only be agreed in writing. Terms of delivery begin upon conclusion of the contract. Should the measurement estimate or our work be delayed by circumstances for which the purchaser is responsible, our terms of delivery will be extended accordingly by the period of the delay. This also applies insofar as we are affected by measures associated with labour disputes, particularly strikes and lockouts, as well as the occurrence of unpredictable events that lie beyond our control, e.g. traffic problems and interruptions to business operations, shortages of energy and materials, delivery delays on the part of a subsupplier, etc. Shouloi as the above-mentioned reasons which are not in our sphere of responsibility lead to a delivery delay of more than 4 months, we are entitled to withdraw from the contract. If the purchaser is a consumer, this is only applicable if we informed him immediately of the non-availability and refunded him with consideration received from him without delay.

VI. Acceptance

Acceptance is subject to article 12 of the VOB/B (German general conditions of contract relating to the execution of construction work) and is effective 12 working days after written notice of completion. The same applies after 7 calendar days insofar as the purchaser has made use of the product or a part thereof.

VII. Recourse of the contractor

Insofar as the purchaser has resold the newly manufactured item to a consumer in the operation of his commercial company and has had to take back this item due to a defect or reduce the selling price to the consumer, no time limit is required for the assertion of warranty claims by the purchaser. With respect to the sale of a newly manufactured item, the purchaser shall be entitled to demand compensation from us for all expenses which have been incurred in relation to the consumer if the defects claimed for by the consumer were already present when risk was passed to the purchaser. The purchaser shall have no claim to compensation for damage within the framework of this trader’s right of recourse.

VIII. Liability for defects

For the sale of newly manufactured goods, the limitation period is 1 year. If the purchaser is a consumer, a limitation period of 2 years applies. We exclude any liability for defects regarding the sale of used goods. If the purchaser is a consumer, the limitation period for defects for used goods is 1 year.In cases where a product is defective, the purchaser may demand primary subsequent fulfilment pursuant to article 439 BGB (German Civil Code). If the purchaser is not a consumer, we may choose between remediation of the defect and delivery of a defect-free product. If the purchaser has already installed the goods and then asserts warranty claims, we shall only be liable if the installation was carried out by trained personnel. The purchaser has the onus of presentation and burden of proof for this.Statutory regulations apply to the limitation of claims regarding deficiency of work performance. Should the purchaser demand supplementary performance, we may choose between rectifying the defects or manufacturing a new product.We are liable for claims for damages as determined by statutory provisions insofar as the purchaser claims damages based on fraud, intention or gross negligence on our part. Should no claim be made against us for intentional breach of contract, we shall only be liable for the compensation of typical foreseeable damage. Liability for damage which has not arisen to the delivered item itself shall be excluded unless this involves injury to life, body or health, resulting from our negligible breach of duty or a breach of duty occurring through intent or gross negligence by our legal representatives or vicarious agents.Claims for defects submitted by the commercial ordering party shall only be considered if he/she has adhered to the commercial inspection and notification obligations contained in article 377 of the HGB (German Commercial Code) regarding any discrepancies. Complaints must be submitted to us within 10 working days – or in the case of concealed defects without delay after their discovery. Should the purchaser fail to submit this notification, the goods shall be deemed to be acceptable. Insofar as the purchaser is not a merchant, he shall notify us in writing with respect to obvious defects within 2 weeks of delivery with an exact description of the defect. Otherwise the goods shall be deemed to be fault-free. In all other respects statutory provisions shall apply.

IX. Reservation of proprietary rights

The delivered goods remain our property until all claims arising out of the current commercial relationship have been fully settled. If the purchaser is a merchant in terms of the HGB (German Commercial Code), we reserve the right to retain title to the goods until full payment has been made for any - including future and conditional - claims arising out of a current business relationship.In the event of goods being processed, combined or mixed by the purchaser, the owner hereby transfers co-ownership thereof to us in the ratio of the value of the reserved goods to the value of the other processed goods, insofar as we do not by operation of law attain ownership or co-ownership, and shall hold these in safe custody as reserved goods. The purchaser shall be entitled to resell the delivery items in the ordinary course of business. The purchaser hereby assigns all claims to us which arise from resale to his customers or a third party irrespective of whether the delivery items are resold without any processing or after processing. We hereby accept the assignment. The purchaser shall also remain entitled to collect such claims after the assignment. Our right to collect the claims ourselves shall remain unaffected by the above. We undertake not to collect the claims ourselves provided that the purchaser fulfils his payment obligations in accordance with the contract. Should the reserved goods be installed in a property, the purchaser shall cede to us the right to the granting of a cautionary mortgage with priority over the rest. We hereby accept this assignment. If the purchaser is the owner of the property, the advance cession shall include to the same extent any claims originating from the disposal of the property or claims arising from property law.With respect to goods under retention of title, the purchaser shall not be entitled to pledge them as lateral security or transfer ownership by way of security. Actions of a third party regarding these goods, particularly the seizure of property, must be reported to us without delay. Authorisation for resale may be withdrawn by us should the purchaser not duly fulfil his contractual obligations.Upon the purchaser's request we are obliged to release existing securities at our discretion insofar as their value exceeds the claim by more than 10%..

X. Final provisions

If the purchaser is a merchant/trader in terms of the HGB (German Commercial Code), the place of performance is Minden/Westphalia. The place of jurisdiction for all disputes arising out of this contractual relationship, including bills of exchange, cheques and documents, is the court location responsible for our head office. According to article 13 BGB (German Civil Code) a "consumer" within the meaning of these provisions is every natural person who concludes a business transaction for a purpose not attributable to either his/her commercial or self-employed professional activities.