Terms And Conditions
- These General Terms and Conditions (GTC) apply exclusively to customers of Rothenberger Middle East FZCO. Conflicting or deviating terms of the customer are only recognized if ROTHENBERGER Middle East FZCO (hereinafter called ROTHENBERGER) expressly agrees to their validity in writing. The GTC shall also apply to all future transactions with the Purchaser as far as legal transactions of a related nature are concerned or to such legal transactions which are related to this.
- All deliveries from ROTHENBERGER shall be made exclusively on the basis of these General Terms and Conditions.
Prices and payment
- Unless otherwise agreed, the prices Ex-works apply, without duties, freight, surcharges, insurance, etc. These costs will be charged separately.
- Payment of deliveries of goods has to be effected within the payment terms agreed from the date of the invoice without deduction to one of the accounts listed above.
- In the event of a delay in payment by the customer, ROTHENBERGER reserves the right to assert the actual default damages and shall demand at least statutory interest on arrears.
- If the purchaser is in default of payment or becomes aware of circumstances which give rise to justified doubts as to the creditworthiness of the customer, such facts which were already present at the time the contract was concluded, but ROTHENBERGER was not known or known to be known, ROTHENBERGER is entitled , To discontinue further work on current orders or to deliver, and to demand advance payments or the provision of collateral for outstanding deliveries.
ROTHENBERGER shall be entitled to withdraw from the contract without prejudice to further legal rights after the unsuccessful expiry of a reasonable period of grace for the provision of such collateral. The purchaser is obliged to replace ROTHENBERGER with all damages resulting from the non-performance of the contract.
Offsetting, Right of Retention
The Purchaser shall only be entitled to offset rights if his counterclaims have been legally established, undisputed or acknowledged by ROTHENBERGER. In addition, he is entitled to exercise a right of retention only to the extent that his counterclaim is based on the same contractual relationship.
Scope of the delivery, deviation from the order, procurement risk
- ROTHENBERGER's written order confirmation shall be decisive for the scope of the delivery. Part deliveries are permissible and are marked on the delivery note.
- If special tools are commissioned, ROTHENBERGER is entitled to exceed or fall below the order quantity by up to 10%, at least however, by two pieces. The actual delivery quantity is calculated.
- ROTHENBERGER does not assume a procurement risk for goods to be delivered.
- ROTHENBERGER's faultless faults shall be borne by the customer.
Delivery and Service Period
- Binding delivery times must be agreed expressly and in writing as such. Other, not expressly as binding delivery dates are only indicative or approximate delivery dates, which ROTHENBERGER endeavors to comply with.
- The delivery day shall be deemed to be the day of the declaration of readiness for dispatch. Deliveries before expiry of the delivery period are permitted.
- Should events of so-called force majeure occur, ROTHENBERGER shall promptly notify the customer. In this case, the delivery period is extended by the duration of the hindrance. Force majeure is the result of industrial disputes, governmental interventions, the shortage of energy and raw materials, no faulty operation, such as fire, water and machinery damage, and all other obstacles which have not been blamed by ROTHENBERGER in an objective manner.
Shipment and Transfer of Risk
- All deliveries shall be EXW (Incoterms 2010) unless otherwise agreed. Consequently, the Purchaser is responsible for transport / shipping. In this way, the risk of accidental loss or accidental deterioration passes to the purchaser with handover to the carrier or the companies otherwise intended to carry out the dispatch.
- In the same way, the risk of accidental loss / accidental deterioration will be transferred to the customer upon dispatch to the customer / leaving the plant / warehouse, if the goods are sent by ROTHENBERGER at the customer's request. ROTHENBERGER reserves the right to choose the transport route and means of transport. ROTHENBERGER is entitled, but not obliged, to insure deliveries in the name and for the account of the purchaser.
- If ROTHENBERGER retains the delivery of the customer according to § 2
- due to a delay in payment or acceptance or for another reason for which the purchaser is responsible, the risk of accidental destruction / accidental deterioration shall be transferred at the latest with the notification of readiness to dispatch Customer. If the purchaser is in default of acceptance, ROTHENBERGER is also entitled, but not obliged, to store the goods at the risk and expense of the customer.
- Ready for dispatched goods must be collected immediately. ROTHENBERGER is otherwise entitled to dispatch it at its own option or to store it at the cost and risk of the customer.
- If products are only available in a specific packaging unit, ROTHENBERGER reserves the right to round up to the next higher quantity of the packaging unit or to charge a surcharge of 10%.
- Returns which are not based on a defect of the purchased goods are not permissible. If, due to an explicit written agreement, a return can be granted in exceptional cases, a credit note will be issued for the agreed amount after deducting the freight/other charges.
- The legal obligation to promptly notify defects of the delivered goods is only guaranteed if the complaint is made within eight calendar days from delivery in the case of obvious defects or eight calendar days after the knowledge of concealed defects. For the complaint the written form is agreed as a formal requirement.
Limitation of liability
- The liability of ROTHENBERGER for slightly negligent breaches of duty which are not a violation of cardinal obligations is excluded. In the case of slightly negligent breach of duty, the liability of ROTHENBERGER and the vicarious agents shall be limited to the replacement of the foreseeable, typical direct damage. Sentences 1 and 2 shall not apply in case of injury to life, body or health as well as in exceptional guarantees.
- Liability claims as well as other contractual claims due to a defect shall lapse one year after the transfer of risk or after the statutory commencement of the statute of limitations, if later. This does not apply to claims for injury to life, body or health.
Reservation of title
- ROTHENBERGER reserves the right to ownership of the delivered goods until fulfillment of all claims against the customer resulting from the business relationship (current account reservation). Processing or conversion is always carried out on behalf of and under the order of ROTHENBERGER without any obligation and without the property being lost.
- The parties agree that the retention of title shall also be deemed to be extended. The purchaser is entitled to sell the goods in the ordinary course of business. Other orders are prohibited.
- The right to resale the purchased item ceases to exist if the customer terminates his payment or falls into arrears with payment. In this case, ROTHENBERGER is entitled to disclose the assignment and to collect the claim itself.
- The purchaser shall insure the goods at his own expense, in particular against theft, water, breakage, fire and other damages at the new value.
- In the case of an intended resale of purchased goods purchased by ROTHENBERGER, the purchaser undertakes to comply with the legal export restrictions and other regulations, in particular the War Weapons Control Law and the Export Act as well as international trade restrictions, boycotts and UN sanctions.
- In the case of resale of purchased goods, the purchaser releases ROTHENBERGER from all penalties permissible under the above-mentioned laws due to the violation of the obligations under para.
Applicable law, place of jurisdiction and place of performance
- UAE law shall apply exclusively to the exclusion of the UN purchase law other relevant international laws.
- The place of performance is the seat of ROTHENBERGERS in UAE.
Applicable law, place of jurisdiction and place of performance
Should individual provisions of these General Terms and Conditions of Business be or become invalid or void, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a regulation as close as possible to their economic objectives.