Article 1: General
The RedOrange Industry (RO-I) Terms and Conditions apply exclusively. Any terms and conditions of the purchaser to the contrary or deviating from the RO-I Terms and Conditions shall not be recognised unless agreed upon expressly in writing.
Within the scope of an ongoing business relationship with the purchaser, the RO-I Terms and Conditions shall form part of the relationship even if no reference is made to their inclusion in the individual case.
Article 2. Offers
All quotes submitted by RO-I, irrespective of the form in which they are provided to the purchaser, are non-binding, unless otherwise agreed in writing, and apply subject to the ability of RO-I suppliers to deliver.
Any by RO-I provided Pricelists, Brochures, Flyers, etc. can me modified without notice and are not an official quote.
RO-I can refuse and order without giving background information. Further can RO-I demand a prepayment or another payment arrangement.
Article 3. Prices
In so far as no other condition may be derived from the confirmation of the order, our prices shall apply “ex works”, with the exception of packaging, which shall be charged for in a separate invoice. Statutory VAT is not included in our prices; this will be indicated as a separate amount on the invoice, at the level set by statute on the day when the invoice is made out.
The prices are calculated on the current prices of purchasing, taxes, transportcosts, etc. When one of these costdrivers changes, RO-I has the right to increase the prices. These increasement does not free the customer of it’s contract.
Article 4. Agreement
An Agreement is settled when RO-I has send an Orderconfirmation (OC), The OC is a confirmation of the acceptance of the order, and can only be cancelled by the customer when objecting within 48 Hours. Rush orders are different and need a written confirmation of the customer to proceed. Cancelling of orders after the 48 hours are not standard accepted.
RO-I is authorised to settle the PO in collaboration with third parties to complete the PO as is given by the Customer. The cost are integrated in the prices or are added to the OC.
When there is extra work needed, which was not included in the quotes or in the OC, RO-I has the right to send an new OC with the extra work costs. The execution will continue after 48 hours after sending the new OC or when the customer excplicit confirms the extra work costs.
Article 5. Delivery and Liability
The given delivery terms on the website and on the OC’s are given with the best intentions and with the information than available, however they are not binding. All deliveries of goods and services by RO-I are subject to a credit approvement.
All deliveries are standard ex Works Warehouses RO-I. The risk shall pass to the purchaser as soon as the goods have been provided at the agreed place of delivery. RO-I determines the shipping method and packaging for the shipment.
In the case of a delay in delivery, the purchaser shall be obliged to declare within a reasonable period upon the request of RO-I whether he continues to insist on delivery or rescinds the contract and/or claims damages in lieu of performance on the grounds of the delay.
Partial deliveries are permissible.
If the dispatch is delayed at the request or through the fault of the purchaser, the goods shall be stored at the cost and risk of the purchaser. In such cases, the notification of the readiness for dispatch shall be equivalent to the dispatch.
RO-I cannot be held accountable for suppliying all ordered products, when they are not produced anymore or have been cancelled for sales in an other way.
Article 6. Payment
Unless otherwise stated, payment need to be settled after 30 days. For first time customers or large orders, payment instructions are given.
Unless stated, payment will take place without delay.
In the case of a default in payment, the statutory provisions shall apply. Any discounts agreed upon shall not be granted if the purchaser is in default in paying for previous deliveries.
Irrespective of the term of any bills of exchange accepted and credited, any claims of RO-I shall become due immediately if the terms of payment are not complied with or facts become known that suggest that RO-I 's purchase price claims are at risk due to the purchaser's inability to pay. In the latter case, RO-I shall be entitled to make any further deliveries dependent upon concurrent payment or the provision of corresponding security
Reclamation of the articles of sale by us entails a withdrawal from the contract. After reclamation of the articles of sale we shall be authorised to realise their value, the resulting profit to be set against the customer’s liabilities, with the deduction of the costs involved in the realisation of their value to an appropriate amount.
Article 7. Reclamation
he customer shall be obliged to treat the articles of sale with due care. In particular, he shall be obliged to insure them at his own cost against damage by fire, water and theft, for an adequate amount corresponding to the value of the articles as new. In so far as maintenance or inspection work shall be called for, the customer must carry this out punctually at his own expense.
The customer is to inform us in writing without delay of any distraints or other interventions by third parties to check te delivery within 8 days on damages and to communicate this directly to RO-I.
Malfunctions which were not noticable within a reasonable time can me reported to RO-I within a period of three months after delivery.
Article 8. Reservation
RO-I reserves title to the goods until full payment of the purchase price. In the case of goods obtained by the purchaser from RO-I within the scope of an ongoing business relationship, RO-I reserves title until all claims against the purchaser under the business relationship, including any claims arising in the future, also from contracts concluded at the same time or later, have been settled. This shall also apply if individual or all of RO-I claims have been included in a running account and the balance has been struck and recognised. If any liability of RO-I on the basis of a bill of exchange is created in connection with the payment of the purchase price by the purchaser, the reservation of title shall not expire until the bill of exchange is honoured by the purchaser as drawee. If the purchaser defaults in payment, RO-I shall be entitled to retrieve the goods after issuing a reminder, and the purchaser shall be obliged to surrender the goods.
Article 9. Warranty
If the purchaser discovers defects in the goods, he may not dispose of them, i.e. the goods may not be divided, resold or processed, until an agreement has been reached on the handling of the complaint or proceedings for the preservation of evidence have been conducted by an expert.
Any claims for material defects shall become statute-barred after 12 months unless the statutory provisions provide for other limitation period, counted from the time when the risk passes to the customer.
Article 10. Liability
RO-I shall be liable pursuant to the statutory provisions if the purchaser asserts claims for damages based on intent or gross negligence, including intent or gross negligence by its representatives. Moreover, RO-I shall be liable for any culpable violations of material contractual obligations pursuant to the statutory provisions. In this regard, material contractual obligations are obligations the fulfilment of which makes proper performance of the contract possible in the first place and compliance with which may be regularly relied upon by the contractual partner. If RO-I is not charged with intent or gross negligence, the liability for damages shall be limited to the foreseeable damage typically incurred in the case of contracts of this kind. This does not involve a shift of the burden of proof to the detriment of the purchaser.
Any claims for damages in excess thereof, for whatever legal reason, shall be excluded. This shall also apply if the purchaser claims compensation for futile expenses instead of the claim for damages in lieu of performance.
In all other respects, any claims for damages shall be subject to the limitation periods of Section 9.2
Article 10. Secrecy
The purchaser shall be obliged to maintain secrecy for an unlimited period with regard to all information to which he may gain access in connection with our deliveries to him that in view of other circumstances are plainly recognisable as business and operating secrets and as matters on which confidentiality is to be maintained, and not to record these or pass them on to third parties or exploit them in any way whatever in so far as this shall not be required in pursuance of the object of the contract.
Article 14. Court of law
In so far as the customer is a businessman, the responsible court of law shall be that of our main place of business; we shall however also be entitled to bring suit against the customer at the court of the place of RO-I.
Article 15. Copyright
RO-I reserves titles and copyrights to any figures, drawings, calculations and other documents received by the purchaser within the scope of the business relationship with RO-I.