§ 1 Scope
- Our General Terms and Conditions (GTC) apply to all contracts entered to between us, the company Rokaflex GmbH (in the following ‘Rokaflex’) and our customers regarding the products and services offered by us.
- We will enter no contracts with consumers in accordance with § 13 BGB (German Civil Code), but rather with companies in accordance with § 14 BGB. The customer confirms their status as a trader with the conclusion of a contract with Rokaflex.
§ 2 Subject-Matter of Contracts
- Regarding the details of the respective offer a reference to the product description in the respective contract or the order confirmation will be made.
- These GTC can be accessed on the Rokaflex website at any time, or can be requested in written form from Rokaflex.
§ 3 Conclusion of a Contract
- Presentations on websites, flyers, in catalogues and other medium or cost quotations do not constitute binding offers.
- A contract is concluded when the customer makes the offer of a contract with an order per telephone, in writing, per fax or by Email, and Rokaflex accepts this contract offer by transmitting confirmation of the order via Email, fax, EDIFAKT or in writing to the customer at the address given.
- After conclusion of the contract the text of the contract will be kept at Rokaflex.
§ 4 Prices, Price Revision Clause
- Details of prices on websites, flyers, in catalogues and other medium do not include VAT and exclude transport costs ex-works.
- The prices agreed in the contract are calculated based on the requested number of items. If less items are accepted than the number agreed in the contract, Rokaflex is entitled to calculate a lower quantity surcharge. Discount for single parts, bulk discount or special discounts will be individually agreed and written into the contract text.
§ 5 Methods of Payment
- The customer can only pay via transfer to an account. The bill is due 10 days after the wares have been received. For multiple deliveries the respective accompanying bill will be due for payment 10 after receipt of the respective delivery.
- Other methods of payment will not be offered and will be refused.
- A payment will be considered to be in default when 30 days have elapsed since the wares have been received and the bill delivered. State legislation applies regarding the consequences of payment default.
- The customer is only entitled to netting rights when their counter-claims have been legally established, undisputed, recognized by Rokaflex or synallagmatic linked to the main claim of Rokaflex. The customer is only entitled to exercise retainer rights when the counter-claim is based on the same contractual relationship.
§ 6 Customer Obligations – Consent to Transfer Data for Manufacture
- For the order of special parts, the customer is obliged to provide Rokaflex with all data necessary for manufacture of the ordered parts (esp. dimensions, quantity, drawings). No evaluation will be made as to whether the parts, manufactured according to the data received from the customer, are suitable to fulfill a specific function or purpose as foreseen by the customer. The customer is obliged to make this assessment independently before placing the order. Acceptance of liability for the properties or the functionality of the parts is excluded when these are due to incorrect customer data.
- An evaluation will also not be made for the order of single parts, without customer specific options, as to whether the parts ordered by the customer are suitable to fulfill a specific function or purpose as foreseen by the customer.
- The customer is obliged only to order parts that do not infringe on the rights of third parties when manufactured or delivered, especially patent-, brand- or copyrights, and do not contravene applicable law. The customer speaks Rokaflex free of any claims of third parties arising from infringements of the above mentioned rights. The same applies for claims made against Rokaflex by third parties due to the concrete use of the parts by the customer or their customers.
The customer grants permission for the manufacture of the ordered parts by Rokaflex with transmission of the anonymized manufacturing data to their partner. Transmission may be in electronic or written form. Rokaflex will treat the data as confidential. The customer grants Rokaflex a transferable license for the use and forwarding of models, drawings and data, sent to Rokaflex by the customer for the purpose of fulfilling the contract.
- The customer will allow the data, necessary for fulfillment of the order, to be stored and processed by Rokaflex for this purpose.
- The customer is obliged to store the material delivered to the consigned appropriately. It is for the customer to be insured against fire, theft, transport, damage and other risks.
§ 7 Reservation of Proprietary Rights and other Reservations
- Proprietary rights of the goods are reserved until all claims have been fulfilled by the customer, also when the specific goods have been paid for.
- The customer is to inform Rokaflex immediately of enforcement procedures of third parties of the reserved goods by handing over of documents necessary for an intervention; this also applies for other types of impairment. The customer is to inform third parties in advance of the existing rights on the goods. The customer is to bear the costs incurred by Rokaflex for an intervention, should the third party not be able to do so.
- When the conditional goods are resold, the customer relinquishes with immediate effect the claims on their customers for the trade to Rokaflex as security. If the goods are processed, reformed or connected to something else, Rokaflex becomes owners of these with immediate effect. These are deemed to be conditional goods.
- If the value of the security exceeds the claims of Rokaflex on the customer by more than 20%, Rokaflex is to release securities to the corresponding level when requested by the customer and at the discretion of Rokaflex.
§ 8 Manufacture – Delivery Conditions – Performance Deadlines – Delivery Default
- The goods will be delivered via freight transport to the address given by the customer, when not otherwise agreed. The delivery dates given by Rokaflex are not binding and are ex works.
- Should the customer not fulfill their obligation of cooperation, the agreed delivery deadlines will be extended by the period of the delay caused by this. This is especially the case when incorrect or unusable data has been provided.
- If delivery dates have been detailed by Rokaflex, or if these were the basis for placement of the order, such deadlines will be extended in case of strikes or force majeure, for the period of the delay. The same applies when the customer does not fulfill agreed cooperation obligations. The customer will be informed about this immediately.
- Should Rokaflex have a continual delivery hindrance for which it is not responsible, especially force majeure or non-delivery by its own suppliers, although a respective cover transaction was made in good time, Rokaflex has therefore the right to withdraw from the contract. The customer will be informed about this immediately and any payments will be reimbursed.
§ 9 Product Properties – Warranty – Limitations
- Rokaflex reserves the right to choose the method of rectification in the case of defective goods. The rights in the case of failure to rectify remain unaffected.
- The warranty for all products is limited to one year. Exceptions from this are claims for defects due to injury or adverse effects to health and compensation claims due to gross negligence or premeditated damage. Otherwise, the limitation laws apply. The limitation periods in accordance with §§ 478, 479 BGB (Civil law) for delivery regress, in accordance with § 438 Abs. 1 No. 2 BGB for things used for a construction corresponding to their normal use and in accordance with § 634a BGB for construction faults remain unaffected. Equally unaffected are the limitations regulated in the Product Liability Act.
- If the transaction is bilateral, liability for defects will be excluded if the customer does not fulfill their analysis- and notification obligations in accordance with § 377 HGB (German Commercial code).
- Guarantees in the legal sense will not be given to the customer by Rokaflex unless otherwise agreed individually.
§ 10 Intellectual Property of Text, Illustrations and Files
- All rights regarding the intellectual property of drawings, illustrations and models provided by the customer, remain by the customer. Rokaflex will obtain a limited transferrable license for the copy, change and use of the drawings, illustrations and models, for the purpose of fulfilling the order.
- Submitted drawings, illustrations and models will only be returned on request. If an order is not placed, Rokaflex is authorized to destroy samples and drawings three months after submission of the offer.
§ 11 Non-Disclosure Agreement
- Both parties obligate themselves to confidentiality regarding the details of this contract and all information about the other contract partner obtained or learned of during the course of the contractual relationship unless this information is public knowledge, or can be seen as being public knowledge. Rokaflex is entitled to pass on this information to third parties as necessary for fulfillment of this contract.
§ 12 Non-Liability Clause
- The Rokaflex liability for breach of contractual obligations or tort is limited to intention and gross negligence. This does not apply for danger to life, injury, risk to health and compensation of default (§ 286 BGB) or the breach of significant contractual obligations necessary for fulfillment of the contract. In this context Rokaflex will be liable for all degrees of culpability.
- For breach of significant contractual obligations the degree of liability is limited to the predictable and contract typical damages.
- The contractual obligations mentioned above also apply for minor breaches of obligations by agents. In so far as the liability of Rokaflex is excluded or limited, this will also apply with regard to personal liability of all employees, staff, representatives and agents of Rokaflex.
§ 13 Court of Jurisdiction and applicable law
- The laws governing the court of jurisdiction remain unaffected insofar as this is not otherwise stated in the special provision of paragraph 2.
- The exclusive court of jurisdiction for all disputes on this contract is Reinbek.
- The laws of the Federal Republic of Germany apply for this contract.