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General Terms and Conditions of 1 December 2012
The following General Terms and Conditions apply exclusively to the deliveries of Ritex GmbH, hereinafter referred to as “Ritex”. Counter-confirmations by the buyer with reference to his terms and conditions of business or purchase are hereby rejected. Deviations from our General Terms and Conditions shall only apply if they are expressly confirmed by us in writing for each individual order. These General Terms and Conditions shall also apply to future transactions, even if no further reference is made to them or their validity is not expressly agreed, provided that they have only been received by the buyer with a previously confirmed order. Orders sent to Ritex by the buyer or accepted by Ritex field representatives are only considered accepted once they have been confirmed by us in writing or upon delivery in accordance with the following conditions.
1. The list prices valid on the day of delivery plus the statutory value added tax are binding for the pricing. All prices are ex works Bielefeld plus postage/freight and packaging. The minimum order value, net of any discounts and VAT, is €100. Returns require the prior consent of Ritex and must be sent carriage paid.
2. Ritex invoices are due immediately and payable net cash 30 days from the date of issue. Ritex will grant a 2% discount on the net order value if the invoice is paid immediately within 14 days of the invoice date. Payments by bill of exchange are not deemed immediate payment and do not entitle the recipient to a discount. Bills of exchange will only be accepted if this has been expressly agreed when the order was placed. Ritex field representatives are not authorised to collect payments. They are also not authorised to take back goods from the customer. If there is a current account relationship, each payment is deemed to be a payment towards the oldest debt.
3. If payments are made after the due date, Ritex is authorised to charge interest at a rate of five percentage points above the base interest rate. Ritex is not required to issue a payment reminder before charging interest. In the event of default in payment, the buyer shall also be liable to compensate for any further damages. In particular, he shall bear the costs of collecting or recovering the claims. In the event of default in payment, Ritex is authorised to demand all outstanding payments immediately with the elimination of a payment term. This also applies to partial deliveries by Ritex. If goods have not yet been delivered, Ritex is authorised to withdraw from the contract and to demand compensation for non-performance instead of fulfilment. Ritex is entitled to the same rights in the event of the buyer's insolvency, the initiation of composition or insolvency proceedings against the buyer.
4. If the buyer delays acceptance and has remained silent after a suitable period of grace set for him has expired, or if he refuses to accept the goods or explicitly states that he does not want to accept them, then Ritex can withdraw from the contract and/or demand compensation for non-fulfilment. As compensation for non-fulfilment due to delayed acceptance, Ritex can demand 25% of the order price without deductions, unless the buyer can prove that no damage has occurred at all or not in the amount of the flat rate. Ritex reserves the right to claim higher damages if it can prove them.
5. Ritex deliveries are subject to retention of title until full payment has been made by the buyer. This also applies to processed goods.
6. Force majeure, official measures or operational disruptions authorise Ritex to extend the agreed delivery period by the duration of the hindrance. If the reasons lead to an inability to perform, Ritex can withdraw from the contract. Claims for damages against Ritex are excluded in all these cases.
7. Transport is at the risk of the buyer. The risk for the goods passes to the buyer as soon as they leave the Bielefeld factory or are handed over by us to a forwarding agent or carrier. Complaints must be sent to Ritex in writing by registered letter and specifying the defects within 10 days of receipt of the goods, otherwise the delivery will be considered approved. If the buyer does not immediately provide an opportunity to examine the reported defects, all warranty claims shall lapse. Minor deviations in quality which are customary in the trade and are technically unavoidable do not constitute grounds for warranty claims. In the case of justified complaints, Ritex has the right, at its own discretion, to replace the goods, repair them, modify the contract or reduce the purchase price, to the exclusion of any other warranty claims by the buyer. If a subsequent delivery fails, the buyer can demand modification of the purchase contract or a reduction in the purchase price. There are no grounds for warranty claims for defects or damage caused by weather conditions or improper storage. Claims for damages are excluded, except in cases of intent and gross negligence. The exclusion of liability does not apply to the violation of essential contractual obligations and to direct personal injury; no-fault liability under the Product Liability Act for personal injury and property damage remains unaffected by this regulation. The exclusion of liability also covers all other legal and contractual liability issues to the extent stated, in particular those arising from default, breach of contractual obligations and obligations in the case of contractual actions, inability, impossibility, unauthorised action, as well as liability for lost profits and direct damages. The resulting claims for damages are, except in the case of intent or gross negligence on the part of the governing bodies and senior employees of Ritex, limited to the typical damages foreseeable at the time of the signing of the contract.
8. If goods are produced by or on behalf of Ritex according to the buyer's specifications (e.g. a certain packaging design), the buyer shall ensure that the use of the goods does not infringe the rights of third parties, in particular that the intellectual property rights of third parties are not violated. If a claim is nevertheless made against Ritex for infringement or possible infringement of the rights of third parties, such as copyrights, trademarks and other proprietary rights, the buyer shall fully indemnify Ritex against this at the first request. If Ritex requests it, the indemnity must be confirmed in writing. The obligation to indemnify extends to all expenses that are necessarily incurred by Ritex as a result of or in connection with the claim by a third party. The limitation period is 10 years from the date of conclusion of the contract.
9. Bielefeld is expressly agreed as the place of jurisdiction for actions on bills of exchange and cheques. The place of performance and jurisdiction is Bielefeld.
10. These terms and conditions of business render all previously applicable terms and conditions invalid.
Managing Directors: Hans-Roland Richter (Business School Graduate), Robert Richter (Business School Graduate, University of Applied Science)
Registered at the District Court of Bielefeld, Commercial Register 31699
Registered office: Bielefeld
Postal address: Gustav-Winkler-Str. 50, 33699 Bielefeld · Germany
Tel. +49 521 / 92464–0 Fax +49 521 / 92464–99 E-Mail: ritex@ritex.de
Sparkasse Bielefeld (Bielefeld Savings Bank) IBAN DE69 4805 0161 0009 4169 67 BIC SPBIDE3BXXX
VAT REGISTRATION NUMBER DE 170244348 GLN: 40 01669 00000 0