Terms of Service
All deliveries and services are subject to these general delivery and service conditions. In the case of deviating or supplementary agreements, in particular conflicting terms and conditions, the express written consent of RGU is required. All orders for deliveries and services as well as any special assurances require the written confirmation of the RGU.
2. Prices and Pricing
The deliveries and services are made at the prices and at the pricing of the written order confirmation. The prices quoted are binding. Any travel expenses incurred for on-site services will be charged separately. The prices in the Federal Republic of Germany are net plus the legal VAT valid on the day of invoicing, net outside the Federal Republic of Germany plus all customs duties and duties which are levied on the basis of the export.
3. Price basis and price reservation
Our prices are based on the terms and conditions of the international rules for the interpretation of customary contractual forms (Incoterms), which are based on the clause "ex works", whereby the location of the fulfilling RGU branch is used. We reserve the right to adjust our pricing if the underlying cost base changes. The following applies a) for hardware the list prices of the hardware manufacturer valid on the day of quotation b) for software the general cost basis valid on the day of quotation.
Payment is made within 14 days from partial performance and invoicing with 2% discount or within 30 days net. Exceptions to any cash discount are invoices for services of any kind, which are due immediately upon receipt of the invoice without any deductions. In the event of late payment, RGU shall be entitled to charge interest at the rate of 3 percentage points above the respective base interest rate of the European Central Bank from the due date. If the fulfillment of the delivery or service is delayed for reasons for which RGU is not responsible, the entire purchase price or the purchase price of the partial delivery or partial service is due at the latest after notification of the delivery or performance readiness.
Mentioned delivery dates in our offer are not binding. They only become binding if this is explicitly stated in our order confirmation. If non-compliance with a deadline is due to unforeseen obstacles beyond RGU's control, the deadline will be extended accordingly. In the event of a delay in delivery, the buyer has the right to withdraw from the relevant delivery and service contract free of charge after the expiry of a reasonable period of grace set for the RGU. Any compensation claims of the buyer due to late delivery or service are limited to 0.5% of the delayed partial delivery or partial service per completed week of delay in delivery and performance, max. however, to 5% of the relevant partial or partial performance. A further liability does not assume the RGU with delivery delay. This does not apply in cases of intent or gross negligence, if the RGU is liable. The RGU is entitled to perform the service to be provided in partial or partial deliveries. The payment terms according to section 4 apply accordingly.
6. Cancellation or order change
If the cancellation or order modification of an order leads to a delay in the delivery or service, RGU shall pay 5% of the relevant partial order value to offset the costs incurred by the RGU if the cancellation or order change is later than 75 days before the order confirmation delivery date. The assertion of any further damage remains reserved. The right of the purchaser to prove that the damage has been significantly lesser or non-existent remains unaffected.
7. Retention of title
RGU retains ownership of the delivered products until the full repayment of the purchase price and until the fulfillment of all, including future (balance) claims. The buyer can not acquire ownership of the delivered products by incorporation into other devices. Any processing of products supplied by RGU will be carried out for RGU. By incorporation into foreign goods by the buyer, RGU becomes co-owner of the newly created products in proportion of the value of their products to the foreign goods used. The resulting products are considered reserved goods by RGU. Insofar as the buyer fulfills his payment obligations towards RGU, he is only entitled to resell the delivered products or the products resulting from the connection within the scope of his proper business under retention of title. Pledges or collateral assignments are inadmissible. In the case of access by third parties to the reserved goods, the buyer will point out the ownership of RGU and inform the RGU immediately. For reasons of security, the buyer hereby assigns to RGU all claims with ancillary rights to which he is entitled from the resale / resale and the business relationship with his customers in connection with the resale / re-letting in the amount of the value of the delivered products.
8. Erection and operational readiness, transfer of risk
Unless otherwise agreed, the RGU will have the products installed by itself or by others and notify the buyer of readiness for use. The risk passes with the operational readiness, with "off-work" achievements with the transfer to the forwarding agent, over to the buyer.
9.1 Hardware: RGU warrants that the Products are free from defects in material and workmanship at the time of transfer of risk. RGU undertakes to repair or replace faulty products of its own choice by the hardware manufacturer.
9.2 Software: RGU warrants that the Software complies with the specifications provided by RGU or, in the case of third-party software, by the software manufacturer in the related program documentation and has been prepared with due care and expertise. Nevertheless, in the current state of the art, the complete exclusion of errors in the software is not possible. The responsibility for the selection of the software functions, the use and the results obtained therefrom shall be borne by the buyer. RGU corrects software errors that not only negatively affect the intended use (have them corrected by the software manufacturer for third-party software) either at the option of RGU and depending on the significance of the error either by the delivery of an improved software version or by instructions for removal or bypassing the impact of the error. The buyer has the right to demand a reduction of the purchase price in case of failure of the repair or the replacement delivery, or to demand compensation for the software or to withdraw from the contract. The Purchaser grants RGU the time and opportunity necessary to remedy the defect at its reasonable discretion. If the buyer refuses, RGU is exempt from the warranty. No warranty whatsoever will be given if any failure is due to the purchaser or a third party altering, improperly using or repairing products without RGU's consent or installing, operating and maintaining products in accordance with the RGU guidelines or the software or hardware supplier's policies have been. The warranty is, unless otherwise agreed, 3 months. As far as manufacturers of delivered hardware or third party software products grant longer warranty periods, these are valid.
10. Claims for damages
Claims for damages against RGU and its vicarious agents, for whatever legal reason (for example, from advice, positive breach of contract, tort or producer's liability), especially for indirect consequential damages, are excluded. This does not apply insofar as liability is mandatory in cases of intent, gross negligence or the lack of warranted characteristics. Insofar as compensation claims against RGU, whose vicarious agents or vicarious agents exist, these become statute-barred within one year from delivery of the products, in the case of systems as of notification of operational readiness, for services from the day of the service rendered. The RGU will indemnify the purchaser for damages to the intellectual property rights holder in the event of infringement of German industrial property rights (including copyrights) due to the use of an RGU product. In addition, the RGU will give the buyer the right to continue using the product. If this is not possible on economically reasonable terms, RGU will, at its discretion, either modify or replace the product in a manner that does not violate the intellectual property right or take back the product and the purchase price paid to RGU less any amount due to the product's age refund. The aforementioned obligations of RGU exist only if the buyer informs RGU without undue delay of any claims against him, RGU reserves all defensive measures, including out-of-court regulations, and the infringement of property rights is not caused by a product supplied by RGU being changed , used in a manner not described in the RGU publication (if the supplier's publication is supplied by third parties) or used with products not supplied by RGU. Subject to paragraph 10, this regulation contains all obligations of RGU in the case of industrial property rights.
11. Copyright and right of use of the software
RGU programs or third-party programs provided by RGU are protected by copyright. The Program and its related documentation and supplements shall grant the Buyer a non-exclusive and non-transferable right of use for internal use with the products delivered to the Programs. All other rights to the programs and documentation, in particular the copying right and the right of subsequent additions, remain with the software supplier at the RGU or third-party software. The buyer must ensure that these programs and documentation are not accessible to third parties without the prior written consent of RGU. Copies may only be made for archive purposes, as a replacement or for troubleshooting.
The buyer may transfer the rights and obligations resulting from the contract only with the written consent of the RGU. He can only set off against claims of the RGU or assert a right of retention if the counterclaim of the buyer is undisputed or final. These delivery and service conditions remain valid even in case of any ineffectiveness of individual provisions in their remaining parts.
Place of fulfillment is Dortmund. Jurisdiction for all contractual and related to the concluded contract claims is the District Court of Dortmund. Insofar as the purchaser is a registered trader, RGU is furthermore entitled to assert claims in the court having jurisdiction over the (residential) domicile or place of residence of the purchaser.
Updated on: 01. Januar 2019