General Terms and Conditions

§ 1 Scope of application, general provisions

1. The following General Terms and Conditions govern the relationship between Rokon Filterbau GmbH (hereinafter referred to as the “Vendor”) and the Buyer. The applicable version of these General Terms and Conditions is the one current at the time of contracting.

2. Different, conflicting or supplemental general terms and conditions shall, including when they are known to the Parties, not form part of the contract, unless the Vendor has expressly agreed to their application in writing.

§ 2 Offer and conclusion of contract

1. All offers are non-obligatory and constitute a non-binding proposal by the Vendor inviting the Buyer to make a purchase offer.

2. The documents associated with an offer, such as illustrations, drawings, weight and dimensional data, are non-binding unless acknowledged as binding in the offer or order confirmation. The Vendor reserves the full title and copyright in all quotations, drawings and other documents, which must not be disclosed to third parties. The Vendor undertakes to only make plans designated as confidential by the Buyer accessible to third parties with the Buyer’s prior approval.

3. Conclusions of contract and other agreements shall only have legally binding effect upon being confirmed by the Vendor in writing.

4. Collateral agreements expressed orally and assurances given by employees and/or sales representatives of the Vendor shall only have legally binding effect with the written approval of the company’s management or a person authorised by the company’s management. Rights stemming from the contractual relationship between the Parties may only be assigned to third parties with the Vendor’s written consent.

§ 3 Payment terms

The purchase price is payable upon contract conclusion.

§ 4 Shipment, transfer of risk

1. Subject to an agreement to the contrary, the shipment method and route are at the Vendor’s discretion. Insurance for the shipment is available at the Buyer’s request. Return deliveries of packaging materials will not be accepted.

2. The risk of accidental loss and accidental deterioration shall transfer to the Buyer upon handover of the object of purchase. All benefits and expenses associated with the object of purchase shall transfer to the Buyer upon handover. Handover is deemed effected if the Buyer is in default of acceptance.

3. If the Buyer requests shipment to a destination different than the place of performance, the risk shall transfer to the Buyer upon the Vendor delivering the object of purchase to the freight forwarder, carrier or other person or office instructed with the shipment.

§ 5 Delivery periods and delivery dates

1. Delivery periods and delivery dates are non-binding. Delays shall not give rise to any rights in favour of the Buyer.

2. This does not apply if the Vendor has agreed to delivery on a fixed date. Force majeure events and other circumstances for which the Vendors is not at fault are excluded from this provision. Claims for damages resulting from culpably delayed delivery are only permitted after a grace period to be set in writing has expired unsuccessfully. The grace period must not be less than 14 days.

§ 6 Reservation of title

1. The Vendor reserves full title in the goods (reserved goods) until full payment of all claims from the ongoing business relationship has been received.

2. The Buyer is obliged to treat the reserved goods with due care for as long as the Vendor reserves title in them. The Buyer shall carry out any necessary maintenance works or inspections at its own cost.

3. The Buyer undertakes to promptly notify the Vendor in writing about any interference and action taken by third parties with respect to the reserved goods, particularly including foreclosure measures as well as any damage or destruction of the reserved goods. The same applies in the case of a change in the possession of the reserved goods and a change of the Buyer’s address. The Buyer shall compensate the Vendor for damages and costs incurred as a result of an infringement against this obligation and consequently required intervention measures against a third-party claiming title in the reserved goods.

4. The Vendor is authorised to rescind the contract and request surrender of the reserved goods if the Buyer is in breach of contract, particularly including a payment default or any other form of conduct on the part of the Buyer that would render the continued performance of the contract unreasonable. In the event the contract is rescinded, the Buyer shall compensate the Vendor for any damage or wear to the reserved goods. In the event returning the reserved goods is rendered impossible, the claim for payment of the purchase price shall remain without prejudice. A claim for refund of payments already made is not incurred in this case.

5. If the Buyer disposes of the reserved goods during the course of its ordinary business operations, the Buyer shall assign all claims up to the amount of the invoice to the Vendor with effect at the time of the goods are handed over to the acquiring third-party. The Vendor accepts the assignment. The Buyer shall remain authorised to collect the claim after its assignment. The Vendor reserves the right to collect the claim in its own right if the Buyer fails to comply with its payment obligations (payment default).

6. Any processing of the reserved goods by the Buyer shall take place in the name and on behalf of the Vendor. The Buyer shall continue to have a vested interest in the processed reserved goods. If the reserved goods are processed with other materials or objects that are not the Vendor’s property, the Vendor shall acquire joint ownership in the resultant product in the proportion corresponding to the value of the reserved goods.

§ 7 Warranty

1. The warranty period expires after one year from receipt of the goods. The goods must be examined and/or inspected promptly after their receipt. The warranty shall lapse if the Buyer fails to perform its obligation to inspect the goods. This does not apply for concealed defects, provided the Vendor is notified of such defects within one week from their discovery. The date of receipt of the notice of defects is authoritative for this purpose.

2. The Vendor may, at its sole discretion, remedy a defect by rendering subsequent improvement or by making substitute delivery.

§ 8 Liability limitations

1. The liability of the Vendor and the Vendor’s vicarious agents for slightly negligent breaches of contractual obligations is limited to the foreseeable direct damages that are typical for the type of contract.

2. The Vendor and the Vendor’s vicarious agents shall not be held liable for slightly negligent breaches of non-material contractual obligations. A non-material contractual obligation is an obligation on which achievement of the contract’s objective does not necessarily depend.

3. These liability limitations shall not apply in the case of claims for damages resulting from injury to life, limb or health, or intentional or grossly negligent breaches of contractual obligations on the part of the Vendor or the Vendor’s vicarious agents.

§ 9 Offsetting and withholding rights

The Buyer is only authorised to offsetting if its counter-claims are either undisputed or legally established with final effect. The Buyer is only authorised to exercise a withholding right to the extent its counter-claim is based on the same contractual relationship.

§ 10 Data processing

1. The legal basis for any processing of data for the purpose of performing the contract is Article 6 (1, lit. b) General Data Protection Regulation (EU) (GDPR). Our legitimate interest lies in assuring that the Vendor is able to substantially examine the circumstances of and develop a response to a claim or a legal dispute with the Buyer.

2. The Vendor is the controller in charge of data processing pursuant to Article 4 (7) GDPR.

§ 11 Final provisions

1. This Agreement is governed by the law of the Federal Republic of Germany.

2. The exclusive place of jurisdiction for all disputes arising from this Agreement is the Vendor’s place of registered office. The same applies if the Buyer does not come under the general jurisdiction of a German court, or if the Buyer’s place of permanent or habitual residence is unknown at the time of bringing legal action before a court. The right to seek recourse to a court in a different statutory jurisdiction remains without prejudice.

3. In the event individual provisions stipulated in the contract with the Buyer, including these General Terms and Conditions, are or become fully or partially ineffective, the effectiveness of the remaining provisions shall remain without prejudice. The fully your partially ineffective provision shall be replaced by such provision as comes closest to achieving the commercial result of the ineffective provision.

Stand: 2019