Our General Terms and Conditions

Find out about the General Terms and Conditions of Rickmers Reismühle GmbH.

Date: April 2018

General Conditions of Sale of RICKMERS REISMÜHLE GMBH

§ 1 Scope and Conclusion of a Contract

1. These General Conditions of Sale apply to all sales of RICKMERS REISMÜHLE GMBH (hereinafter: RICKMERS). They apply exclusively and form an essential part of any contract concluded. General Terms and Conditions of the Purchaser will not be accepted, even if they are not subject to an express objection, unless RICKMERS has expressly agreed to their application in writing. These Conditions of Sale will also still apply exclusively even if RICKMERS performs delivery to the Purchaser without reservation in the knowledge of conflicting or deviating terms and conditions of the Purchaser.

2. The General Conditions of Sale in their currently valid version will also apply to future commercial transactions with the Purchaser, even if no new and express reference is made to them.

3. Unless expressly agreed otherwise, offers made by RICKMERS will be non-binding. RICKMERS reserves the right to refuse orders. A purchase contract is only concluded when RICKMERS confirms the Purchaser's order in writing or performs delivery.

§ 2 Prices and terms of payment

1. All prices quoted by RICKMERS are in Euros and - unless agreed otherwise - are "net ex-works", i.e. in particular without packaging, transport costs, value added tax and any other ancillary costs such as customs duties.

2. If, after the conclusion of a contract, RICKMERS becomes aware that the claim for payment could be at risk because of the Purchaser's lack of ability to pay, RICKMERS will be entitled to demand advance payment or the provision of collateral. The same applies if the Purchaser is late with acceptance or breaches agreed terms of payment.

3. Invoices are due for payment immediately and without discount. The Purchaser will be late with payment at the latest if he fails to make payment within 14 days of the due date and receipt of the invoice. Default may also occur earlier than that on the basis of the statutory provisions.

4. During the default, interest will be charged on the claim at the average interest rate charged by German banks for open overdrafts. We reserve the right to claim higher damages. The Purchaser is entitled to prove that no or only a substantially lower loss has arisen as a result of the default. The minimum interest rate during the default period is 9% p.a. above the current base interest rate. In the event of default, RICKMERS will be entitled to revoke any deferment agreements and special payment terms granted.

5. RICKMERS expressly reserves the right to reject cheques or bills of exchange. Acceptance will always be by way of settlement. Discount and bill charges will be attributable to the Purchaser and will fall due immediately.

6. Representatives are only authorised to receive payments if they have a written power of attorney for collection from RICKMERS.

7. The Purchaser is only entitled to rights of set-off and retention if his counterclaim is undisputed or legally established. This will also apply to the defence of non-performance of the contract under § 320 BGB.

§ 3 Delivery

1. Unless agreed otherwise, the Purchaser will collect the goods "ex-works".

2. RICKMERS will endeavour to perform delivery as quickly as possible. Delivery times are binding only if they are agreed in writing. The performance period is 3 working days for the "immediate" clause and 2 weeks for the "prompt" clause. The day on which the contract is concluded will be the benchmark for the calculation of this period. The time of delivery "ex-works" or, if RICKMERS has assumed responsibility for shipment, the time of handover of the goods to the carrier will be the benchmark for compliance with the deadline.

3. Delivery will take place subject to correct and punctual self-supply as well as the successful arrival of the product. RICKMERS is not responsible for delays in delivery and performance as a result of force majeure or similar circumstances occurring after the conclusion of the contract and lying outside RICKMERS' control, such as natural disasters, traffic disruptions, war, terror, industrial disputes and official instructions. In these cases, the delivery time will be extended by the duration of the impediment plus an appropriate start-up time. If the delay causes significant disadvantages or lasts longer than two months, both parties will be entitled to withdraw from the contract.

4. RICKMERS will to a reasonable extent be entitled to make partial deliveries. In cases of sale on offer or call, partial quantities may to a reasonable extent also be called or tendered within the offer or call period. If the Purchaser does not call the goods within the call period, RICKMERS will be entitled to store the goods for payment without further request.

§ 4 Place of performance, transfer of risk
1.The place of performance will be the registered office of RICKMERS in Bremen.

2. The goods will travel at the risk and expense of the Purchaser. The risk is transferred to the Purchaser as soon as the goods have been handed over to the carrier performing the shipment. This will also apply if partial deliveries are made or if RICKMERS has undertaken other commitments, e.g. shipping costs, delivery and installation. If the goods are dispatched at the Purchaser's instigation or for any other reason within the Purchaser's sphere at a later delivery date than the first possible delivery date, then the risk will pass to the Purchaser at the time of the notification that the goods are ready for dispatch.

§ 5 Quality, quantity and weight

1. Information provided on the characteristics of the purchased item does not constitute a guarantee, but merely product descriptions. A guarantee will only be granted if RICKMERS expressly designates it as such in writing.

2. Unless agreed otherwise, only the characteristics which are specified in the offers/price lists of RICKMERS or the Purchaser's order will be agreed as the quality of the purchased item. All product samples which we make available to the Purchaser are non-binding examples of products which have these characteristics. The delivered goods may - within the agreed quality condition - deviate from the characteristics of the example product.

3. Unless agreed otherwise, the delivery will meet the average condition required by the customary quality of the country of origin. Fluctuations in the properties of natural products which are customary will not constitute defects. Customary deviations in colour and grinding are permitted. Insignificant deviations from the agreed, presumed or usual condition will be disregarded. An insignificant defect is present if the reduction in value is less than 5%. If previous deliveries have a better than average quality, this will not increase the quality requirements for subsequent deliveries or constitute a defect.

4. Yellow grain is not considered unhealthy and does not constitute a defect.

5. 5% more or less may be delivered without this constituting a defect if the quantity or weight to be delivered is "ca." or "approx.". The purchase price will be adjusted according to the weight actually delivered. The weight delivered is the weight that is handed over to the Purchaser at the place of loading or, in the case of shipment of the goods, to the carrier.

§ 6 Defect rights, duty to give notice of defects

1. In the case of defects, RICKMERS will be entitled, at its own discretion, either to remedy the defect or to deliver a defect-free item. If the chosen form of remedy involves considerable disadvantages for the Purchaser, the Purchaser is entitled to insist on the other type of remedy.

2. If the remedy is not carried out within a reasonable period set by the Purchaser in writing or if the setting of a deadline is not required by law, the Purchaser will be entitled, at his discretion, to reduce the purchase price or to withdraw from the contract. If RICKMERS' remedy has not resulted in the purchased goods being free of defects, the Purchaser will only be entitled to such rights if he has previously granted RICKMERS at least one further reasonable period to achieve a remedy which has elapsed without success, unless the Purchaser cannot reasonably be expected to accept any further remedy. In the case of partial performance, the Purchaser may only withdraw from the entire contract if he has no interest in the partial performance and the breach of duty is substantial. Claims for damages will only arise under the conditions indicated in § 7.

3. Claims for defects are excluded if the goods have not been properly stored, treated and/or processed, unless the defect is not attributable to this.

4. Claims for defects will also be excluded if the Purchaser fails to give notice in writing within two working days of receipt of the goods and before further processing of a defect in the goods which is recognisable on proper examination of the goods. RICKMERS must be notified in writing of any hidden defects which could not be discovered during an inspection of the goods within two working days of the discovery of the defect. Timely dispatch of the notice of defects will be sufficient for compliance with this deadline. The Purchaser has the burden of proof for the timely dispatch of the notice of defects.

5. Complaints about goods do not supersede the acceptance and payment duty of the Purchaser, unless the complaint is undisputed or has been legally established.

6. The limitation period for claims based on defects will be one year from delivery.

§ 7 Liability

1. RICKMERS will be liable in accordance with the statutory provisions if the Purchaser asserts claims for damages based on intention or gross negligence, including intention or gross negligence on the part of RICKMERS' representatives or vicarious agents. To the extent that RICKMERS is not accused of intentional breach of contract, its liability for damages will be limited to the foreseeable, typically occurring damage.

2. RICKMERS will be liable in accordance with the statutory provisions if RICKMERS has culpably breached a material contractual duty or expressly given a guarantee; in this case, however, the liability for damages will be limited to the foreseeable, typically occurring damage.

3. Liability for culpable injury to life, limb or health will remain unaffected; this will also apply to mandatory liability under the Product Liability Act.

4. Unless agreed otherwise above, our liability will be excluded.

§ 8 Retention of title

1. RICKMERS will retain title to the goods until receipt of all payments arising from the commercial relationship with the Purchaser. If RICKMERS agrees with the Purchaser to pay the purchase price due on the basis of the cheque/bill of exchange procedure, the reservation will also extend to the encashment by the Purchaser of the bill of exchange accepted by us and will not expire through the crediting of the cheque received by RICKMERS.

2. The Purchaser will be entitled to resell the goods in the ordinary course of business; however, he hereby assigns to RICKMERS all claims at the level of the final invoice amount (including value added tax) of our claim accruing to him from resale to his customers or third parties, irrespective of whether the goods have been resold without or after processing. The Purchaser remains authorised to collect this claim even after the assignment. The authority of RICKMERS to collect the claim itself will remain unaffected thereby. However, RICKMERS undertakes not to collect the claim as long as the Purchaser meets his payment obligations from the proceeds received, is not late with payment and, in particular, has not filed for insolvency or suspended payment. If this is the case, however, RICKMERS may require the Purchaser to notify RICKMERS of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and notify the debtors (third parties) of the assignment.

3. Processing or transformation of the goods by the Purchaser will always be carried out for RICKMERS. If the goods are processed with other items not belonging to RICKMERS, RICKMERS will acquire co-ownership of the new item in proportion of the value of the goods (final invoice amount including value added tax) to the other processed items at the time of processing. In general, the same will apply to the object resulting from the processing as to the goods delivered subject to reservation of title.

4. If the goods are inseparably mixed with other items not belonging to RICKMERS, RICKMERS will acquire joint ownership of the new item in the ratio of the value of its goods (i.e. the final invoice amount including value added tax) to the other items in the mixture at the time of mixing. If the mixing is performed in such a way that the Purchaser's item is to be regarded as the main item, it will be deemed to have been agreed that the Purchaser will transfer joint ownership to RICKMERS on a pro rata basis. The Purchaser will secure the sole ownership or joint ownership thus created for RICKMERS.