General terms and conditions of business

1. acceptance of general terms and conditions

1.1 All agreements and offers are based on our terms and conditions: they are accepted by placing the order or accepting the delivery.

1.2 Deviating terms and conditions of the customer/buyer which we do not expressly accept in writing shall not be binding on us, even if we do not expressly object to them.

2. offers

2.1 Offers are always subject to change with regard to price and delivery time.

2.2 The information contained in catalogues, brochures, circulars, advertisements, illustrations and price lists regarding weight, dimensions, capacity, price, performance and the like shall only be authoritative if they are expressly referred to in the contract.

2.3 Previous specifications may be subject to change; the weights include packaging. Reasonable deviations, in particular due to design and material, remain reserved.

3. conclusion of contract

3.1 Orders are binding.

3.2 The contract is concluded by written confirmation of the company Rational Technische Lösungen GmbH (hereinafter referred to as Rational TL) or delivery of the goods.

3.3 Should it become apparent after order confirmation or delivery that the Customer is insolvent, has filed for insolvency or has made an affirmation in lieu of an oath, or if enforceable titles exist and it is to be expected that payments will not be made, Rational Technische Lösungen shall be entitled to refuse performance of the contract, to terminate it or to withdraw from it while maintaining any claim for damages.

3.4 Insofar as the orderer wishes to claim expenses saved by Rational TL with regard to claims for damages, the orderer shall have the burden of proof in this respect.

4. delivery time

4.1 Delivery dates are only binding if they have been expressly confirmed in writing.

4.2 Delivery times shall be determined in such a way that they can be complied with in the event of immediate technical approval by the customer and shall be extended accordingly in the event of later approval.

4.3 In the case of delivery times in days or weeks, the delivery period shall commence on the date of dispatch of the order confirmation and shall be deemed to have been met if the goods have left the factory/warehouse by the end of the delivery period or, in the case of dispatch options, notification has been given that the goods are ready for dispatch.

4.4 If Rational TL is ready for delivery ahead of schedule, Rational TL shall be entitled to notify the customer of the readiness for delivery and to deliver without delay. The customer is obliged to accept delivery.

4.5 The delivery period shall be reasonably extended - even within a delay in delivery - in the event of unforeseen hindrances which the contractor/seller could not avert despite exercising reasonable care in the circumstances of the case - irrespective of whether these occurred in the factory of the contractor/seller or at his sub-supplier - e.g. operational disruptions, official interventions, energy supply difficulties, delays in the delivery of essential raw and building materials. The same shall also apply in the event of strike and lockout. The contractor/seller shall inform the customer/buyer of such hindrances without delay.

4.6 In the event of subsequent amendments to the contract which may affect the delivery period, Rational TL shall be entitled to reasonably extend the delivery period.

5th prize

5.1 The prices of the contractor/seller are ex warehouse or factory excluding packaging, assembly, insurance and VAT.

5.2 If the essential price factors of the subject matter of the contract (in particular raw materials, purchased parts) change by more than 5% within the first 4 months of the contractual relationship, the parties undertake to agree on an appropriate contract price. If the parties cannot agree, the arbitration board of the Chamber of Industry and Commerce located at Rational TL shall decide on an appropriate increase.

5.3 In the event of refusal of acceptance, the contractor/seller shall be entitled to claim damages.

5.4 If an order is cancelled by the purchaser, the latter shall pay Rational TL compensation of 25 percent of the net order value, without prejudice to the possible assertion of a higher actual loss, unless the purchaser/buyer proves a lower loss.

5.5 If an order is cancelled only after completion or a delivery is not accepted, the full purchase price shall be paid. In case of partial completion, the proportional purchase price plus contractual penalty from 5.4. up to a maximum sum of 100% of the purchase price is to be paid irrespective of the possible assertion of a higher actual damage.

5.6 In all other respects the consequences of default of acceptance shall apply.

6 Payment, due date, discount

6.1 Unless otherwise agreed, payments shall be made by bank transfer. The costs are to be borne by the customer.

6.2 If the agreed payment date is exceeded, interest shall be charged at a rate of 8% above the base rate.

6.3 If the customer has been promised payment of the purchase price in instalments in writing, the total purchase price shall nevertheless become due if the customer/buyer is in default with two successive instalments in whole or in part.

6.4 All payments shall be made directly to Rational TL. Offsetting with counterclaims and the withholding of payments for any reason on the part of the customer/buyer is excluded unless the counterclaim is recognised or legally established.

6.5 A discount always requires a written agreement in the contractual documents.

7. assembly

7.1 In the event of assembly by fitters of the contractor/seller, the costs shall be borne by the customer/buyer. Any auxiliary staff required shall be provided by the customer/buyer free of charge.

7.2 The costs shall be governed by the service rates of the Rational TL.

7.3 In the case of assembly at a lump sum price, the estimate shall include all the individual items listed in Article 7 No. 1. However, if the duration of the assembly is extended for any reason for which the customer/buyer or one of its suppliers is responsible, the waiting time, the additional working time, the total accommodation costs and the additional travel costs of the assembly personnel shall be invoiced separately.

8 Transfer of risk, shipping and freight 

8.1 Delivery shall in principle be made from the warehouse/factory of the contractor/seller.

8.2 The risk shall pass to the customer/buyer at the time the consignment is handed over to the person in charge of the transport, i.e. before the start of the loading or unloading process. In the case of delivery or return of goods to the factory/warehouse of the contractor/seller, the risk shall not pass to the contractor/seller until the goods have been handed over to him, i.e. until the unloading or loading process has been completed.

8.3 Point 8.2 shall apply irrespective of whether assembly is carried out by Rational TL or not, whether shipment is made from the place of performance and who bears the freight costs.

8.4 If the goods are ready for dispatch and the dispatch or acceptance is delayed for reasons for which the contractor/seller is not responsible, the risk shall pass to the customer/buyer upon receipt of the notification of readiness for dispatch.

8.5 No compensation will be paid for goods that are lost. The contractor/seller accepts no liability for any breakage, theft, etc. occurring during transport. Any damage must be ascertained and proven in writing by the recipient to the shipping agent upon receipt so that the latter can be called upon to cover the damage.

9. retention of title

9.1 The delivered goods shall remain the property of the contractor/seller until full payment of all claims arising from the business relationship between the contractor/seller and the customer/buyer. The inclusion of individual claims in a current invoice as well as the striking of a balance and its recognition shall not affect the retention of title. Payment shall only be deemed to have been made upon receipt of the contract price by the contractor/seller.

9.2 The customer/buyer is entitled to resell the goods subject to retention of title in the normal course of business; however, the customer/buyer is not permitted to pledge the goods, transfer them by way of security or assign them by way of security. The customer/buyer is obliged to secure the rights of the conditional seller when reselling conditional goods.

9.3 The customer's/buyer's claim from the resale of the reserved goods is already now assigned to the contractor/seller. The contractor/seller accepts this assignment. Notwithstanding the assignment and the contractor's/seller's right to collect, the customer/buyer is entitled to collect as long as he meets his obligations to the contractor/seller and does not suffer a financial collapse. At the request of the contractor/seller, the customer/buyer must provide the contractor/seller with the information on the assigned claims required for collection and inform the recipients of the subject matter of the contract of the assignment.  

9.4 Insofar as the customer/buyer carries out processing or treatment of the goods subject to retention of title, liability and/or warranty for the end product by the contractor/seller is excluded.

9.5 The warranty on the subject matter of the contract is excluded in the case of processing or machining, unless the buyer/ordering party can prove that the defect is solely the responsibility of the contractor/seller.

9.6 In the event of processing, combination, mixing and blending of the reserved goods with other goods not belonging to the contractor/seller, the contractor/seller shall be entitled to the resulting co-ownership share in the new item in the ratio of the invoice value of the reserved goods to the other processed goods at the time of processing, combination, mixing or blending. If the customer/buyer acquires sole ownership of the new item, the contractual partners agree that the customer/buyer shall grant the contractor/seller co-ownership of the new item in proportion to the invoice value of the processed or combined, mixed or blended goods subject to retention of title and shall store these for the contractor/seller free of charge.

9.7 If the goods subject to retention of title are resold together with other goods, irrespective of whether without or after processing, combination, mixing or blending, the advance assignment agreed above shall only apply to the amount of the invoice value of the goods subject to retention of title which are resold together with the other goods.

9.8 The customer/buyer shall inform the contractor/seller without delay of any enforcement measures by third parties against the goods subject to retention of title or against the claims assigned in advance, handing over all documents necessary for legal enforcement.

9.9 The contractor/seller undertakes to release the securities to which he is entitled in accordance with the above provisions at his discretion at the request of the customer/buyer to the extent that their value exceeds the claims to be secured by 20% or more.

10 Warranty, liability and notice of defects

10.1 The period for liability for defects is one year.

10.2 It begins with the delivery and handing over of the goods to the customer/buyer.

10.3 If the delivery item is demonstrably defective or if it becomes demonstrably defective within one year due to manufacturing or material defects, we (Rational TL) shall, at our discretion, replace or repair it.

10.4 The Contractor/Seller must notify the discovery of such defects without delay; defects that are not identifiable must be notified without delay after they become identifiable, at the latest within 5 working days.

10.5 If the contractor/seller allows a reasonable period of grace granted to him to elapse without having provided a replacement or remedied defects, or if the rectification of defects fails, the customer/buyer may, at his discretion, demand cancellation of the contract or a reduction in the purchase price.

10.6 Defects that occurdue to improper handling, operation, maintenance and storageare excluded from the warranty.

10.7 Excluded from the warranty are, in addition to 10.6, damages due to natural wear and tear, cavitation effects on parts in contact with the medium and machine components, use of unsuitable chemicals as well as excessive stress.

10.8 If, during the period of liability for defects, repair work or other modification and/or processing is carried out by the customer/buyer or third parties on the contractual items delivered by Rational TL without the latter's consent, the liability for defects shall expire.

10.9 Liability for breaches of duty by Rational TL including its representatives or vicarious agents shall be limited to grossly negligent or intentional breaches of duty, unless a defect was fraudulently concealed or a guarantee was assumed.

10.10. In the event of gross negligence, liability shall furthermore be limited to the foreseeable damage typical for the contract. Further or other claims of the contractual partner, in particular for consequential damages, are excluded. This shall not apply in the event of injury to life, limb or health.

10.11. Liability is limited to the amount of the respective contract value.

10.12. Claims for damages arising from impossibility of performance, from delay, from positive violation of claims, from culpa in contrahendo are excluded, unless they are based on intent or gross negligence on the part of the contractor/seller or his vicarious agents. 10.b) Right to refuse performance, right of retention and right of set-off The customer/buyer may not refuse its payments or acceptances on account of any counterclaims or withhold them or set them off against counterclaims unless these counterclaims are recognised by the contractor/seller or have been established in court.

11 Force majeure, strike and lockout

11.1 If the contractor/seller is prevented from fulfilling his obligation due to the occurrence of unforeseeable extraordinary circumstances which he could not avert despite exercising reasonable care according to the circumstances of the case - regardless of whether they occurred at the contractor's/seller's factory or at his sub-suppliers - e.g. operational disruptions, official interventions, delays in the delivery of essential raw materials and building materials, energy supply difficulties, the delivery period shall be extended to a reasonable extent, provided that the delivery or service does not become impossible. If the delivery or performance becomes impossible due to the above circumstances, the contractor/seller shall be released from the delivery obligation.

11.2 Even in the event of strike and lockout, if the delivery or service does not become impossible, the delivery period shall be extended to a reasonable extent. If the delivery or service becomes impossible, the contractor/seller shall be released from the delivery obligation.

11.3 If the delivery time is extended in the above-mentioned cases or if the contractor/seller is released from the delivery obligation, any claims for damages of the orderer/buyer derived from this shall lapse.

11.4 However, the contractor/seller can only invoke the circumstances mentioned here if he notifies the customer/buyer immediately, at the latest within 10 working days. If he fails to do so, the legal consequences favouring him shall not apply.

12 Place of performance and jurisdiction

12.1 The courts in Rostock shall have jurisdiction for all disputes arising from the contractual relationship as well as from its creation and effectiveness.

12.2 The place of performance for all obligations arising from the contractual relationship is the registered office of the contractor/seller, 18198 Stäbelow.

13 Effectiveness Should individual provisions of these terms and conditions be or become contestable or void, the legal effectiveness of the remaining provisions shall remain unaffected.

Status: 05/2021

General Purchasing Terms

1. determining conditions

These General Terms and Conditions of Purchase (hereinafter: "GTCP") apply to all business relationships of RATIONAL Technische Lösungen GmbH (hereinafter: "Purchaser") with business partners, suppliers and service providers (hereinafter: "Supplier") with regard to orders and contracts as well as deliveries and/or services. The legal relationship between the Supplier and us as the Purchaser shall be governed exclusively by these GPC. Deviations, amendments and supplements must be made in writing. The Supplier's General Terms and Conditions of Business shall only apply to the extent that the Purchaser has expressly agreed to them in writing. These GPC shall also apply to all future transactions between the contracting parties.

2 Conclusion of contract and price

Only orders placed in writing are binding. Orders placed orally or by telephone are only binding if we have confirmed them by subsequently sending a written order. The prices stated in our order are binding. Unless otherwise agreed, all prices are net fixed prices plus the statutory value added tax. The delivery or service shall be free of all ancillary costs. Freight, packaging and other costs shall only be borne by us if this has been expressly agreed. If prices are not stated in our order, the contract shall only be concluded when the prices to be stated in the order confirmation have been accepted by us in writing.

3. terms of payment

Unless otherwise agreed, payments shall be made within 14 days with a 3% discount or within 30 days after complete delivery of the goods or proper performance of the service and receipt of an invoice that meets the requirements of Section 4. This also includes the receipt of all associated documentation. We shall only make down payments by special agreement. The prerequisite for this is a flawless collateralization of our down payment. In the event of defective delivery or performance, we shall be entitled to withhold payment in proportion to the value until proper performance. The supplier may only offset claims that are undisputed by us and legally enforceable.

4. invoices

Unless otherwise agreed, invoices shall be issued in auditable, single copy after proper delivery or provision of services, stating the value added tax at the respective statutory rate and separately for each order. In addition, the invoices shall contain the order number, the order date and the material identification numbers. We are not obliged to accept invoices which do not comply with these regulations. The payment period shall not commence until the date of proper receipt of the invoices.

5. delivery notes

Delivery notes are to be sent to us in copyable quality, provided with order and material ID number, exact description of goods, package number, gross and net weight as well as date of dispatch with each delivery.

6. shipping instructions

Unless otherwise specified in our order, the following shall apply: a) Unless otherwise agreed, the supplier shall be obliged to choose the most favourable freight route and to make the correct consignment note declaration. b) In the case of transport by road, delivery must be made Monday to Thursday from 07:00 to 15:00 and Friday from 07:00 to 12:00. There will be no acceptance on Sundays and public holidays. c) The supplier or his representative must have the proper and complete handover of the consignments confirmed by the receiving office. d) Costs and damage culpably caused by incorrect or omitted declaration and/or improper packaging shall be borne by the supplier. e) It is imperative that the obligation to return packaging materials is noted in the delivery documents. The calculation of deposit fees for the packaging is not binding for us. f) The costs of any return of the packaging material shall be borne by the supplier.

7 Delivery and delivery periods

Agreed dates and deadlines are binding. The receipt of the goods by the purchaser shall be decisive for compliance with the delivery date or the delivery period. Deliveries shall be made in accordance with the Purchaser's instructions. The Supplier shall be fully responsible for the procurement of the ordered supplies and services and the necessary subcontracted supplies and services - even without fault (full assumption of the procurement risk). The Supplier is obliged to inform the Purchaser immediately in writing, stating the reasons and the expected duration of the delay, if it should become apparent that an agreed delivery or service cannot be provided by the Supplier as agreed or cannot be provided on time. In the event of a delay in delivery, we shall be entitled to the statutory claims. Furthermore, in the event of delayed performance, the supplier undertakes to pay a contractual penalty of 0.3% of the agreed net order amount per working day from the start of the delay, but not more than a total of 5% of the net order amount. Further claims for damages on the part of the purchaser remain unaffected. The contractual penalty shall be set off against any further claim for damages. The Purchaser may claim the contractual penalty up to the final payment. Orders are to be made in one delivery. Unavoidable partial deliveries and the final delivery shall be marked as such on dispatch notes and delivery notes. Early delivery shall only be permitted with our prior written consent and against payment of the storage costs. In the event of early delivery, we reserve the right to make payment only on the agreed due date. We are entitled to supervise the manufacture of the delivery item at the supplier's premises. This shall not affect the contractual obligations of the supplier.

8. transfer of risk and ownership

The risk of accidental loss or accidental deterioration of the goods or services shall pass to the Purchaser upon delivery at the place of performance or, if acceptance has been agreed or is provided for by law, upon acceptance of the goods or services. The transfer of ownership of the goods delivered by the Supplier to the Purchaser shall take place unconditionally upon their delivery and without regard to whether or not the price has been paid. However, if in a particular case the Purchaser accepts an offer to transfer title which is conditional upon payment of a price, the Supplier's retention of title shall apply only to the extent that it relates to the Purchaser's obligation to pay for the respective products subject to retention of title. Retentions of title by the Supplier shall only be effective if the Purchaser has expressly consented thereto in writing. Consent shall only be given for simple retention of title; any extended or expanded retention of title by the Supplier shall be excluded.

9. notice of defects

We must notify the supplier immediately in writing of any defects in the delivery or service as soon as they are discovered in the ordinary course of business. In this respect, the supplier waives the objection of delayed notification of defects.

10 Liability for defects and compensation

The warranty period for material defects and defects of title is three years, unless expressly agreed otherwise. If the delivered item is defective, we shall be entitled to the rights provided by law without restriction. We shall also be entitled to withdraw from the contract and to claim damages in lieu of (entire) performance in the event of only insignificant deviation from the agreed quality or only insignificant impairment of usability. The right to choose between rectification of defects and new production (new performance) shall in any case be vested in the Purchaser. If rectification is required, the rectification shall be deemed to have failed after the first unsuccessful attempt at rectification. The statutory cases of dispensability of setting a time limit remain unaffected (§ 440 p. 1 BGB). In addition to the right to subsequent performance, the Purchaser shall also be entitled to the statutory claims for damages to an undiminished extent. In particular, the Supplier shall be obliged to pay damages in the event of a breach of duty within the meaning of Section 280 (1) of the German Civil Code (BGB). This expressly includes damage caused by a defect and consequential damage caused by a defect. With regard to the defect leading to subsequent performance, the limitation period shall begin anew upon completion of the subsequent performance measure.

11 Ineffectiveness of parts of the contract

The ineffectiveness or invalidity of individual parts of the contract shall not render the entire contract ineffective. Rather, the remaining provisions of the contract shall remain in full force and effect without the supplier being able to withdraw from the contract due to the ineffectiveness or invalidity of individual parts of the contract.

12. industrial property rights, models, drawings

All drawings, designs and processes provided by us are to be kept secret and may not be used by the recipient for his own purposes, nor may they be made available or made accessible to third parties. Sub-suppliers are to be obliged accordingly. We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents. After completion of the order, all drawings and sketches received must be returned to us immediately. The supplier shall be responsible for ensuring that no third-party rights are infringed in connection with his delivery. If claims are made against us by a third party in this respect, the supplier shall be obliged to indemnify us against these claims. This claim for indemnification refers to all expenses necessarily incurred by us from or in connection with the claim by a third party. The contracting parties undertake to inform each other without delay of any risks of infringement and alleged cases of infringement which become known and to give each other the opportunity to counteract such claims by mutual agreement. Upon our request, the supplier shall inform us of the use of published and unpublished own and licensed industrial property rights and applications for industrial property rights to the delivery item.

13. regulatory compliance, safety regulations

The supplier shall assume full guarantee that all relevant statutory, official or other regulations have been complied with in the manufacture of the delivered goods and shall be solely liable for all consequences arising from a breach of these regulations.

14 Place of performance, place of jurisdiction, applicable law

Unless expressly agreed otherwise, the place of performance for the delivery or service obligation is the shipping address or place of use specified by us. The courts in Rostock shall have jurisdiction for all disputes arising from and in connection with the contracts concluded between the customer and the supplier, including disputes concerning their conclusion and validity. However, the Purchaser shall be entitled, at its option, to sue the Supplier at its general place of jurisdiction. The law of the Federal Republic of Germany shall apply to these General Terms and Conditions of Purchase and the legal relationships between the Purchaser and the Supplier, without the reference norms of international private law and excluding the UN Convention on Contracts for the International Sale of Goods.

Status 11/2020