1 Scope of application

1.1 All contracts/contract offers and acceptances for deliveries and services of Röttgers Ketten GmbH & Co. KG are based on these General Terms and Conditions of Sale. They also apply to all future business relationships/contracts without further express reference.
1.2 Deviations, amendments and supplements require our express written confirmation.
1.3 General terms and conditions of the customer are rejected. Paragraph 2 shall apply accordingly.

2 Content of the contract

2.1 Order confirmations and their amendments and additions must be made in writing. Order confirmations transmitted by remote data transmission and computerised printout are also valid without a signature.
2.2 Verbal declarations require confirmation in the aforementioned form in all cases. This also applies in particular to those of our commercial agents and/or sales representatives.
2.3 The order confirmation is decisive for the content and scope of our deliveries and services.
2.4 Subsequent changes (e.g. to dimensions) shall also require our express written consent within the framework of call-off orders / framework agreements. If the ordered goods have already been produced or are in production, any modification is excluded. In this case, the customer remains obliged to accept the goods in accordance with the specifications laid down in the order confirmation/framework agreement.
2.5 The compatibility/matching of a chain with a sprocket of the customer is only part of the scope of services if expressly agreed and requires the customer to provide the corresponding sprocket.
2.6 Our catalogues and other sales documents, lists and drawings are carefully prepared. Should the technical data, weights and dimensions or prices contained herein nevertheless be obviously incorrect, we reserve the right to make subsequent corrections.

3 Prices

3.1 Unless otherwise agreed, the prices are ex works excluding packaging and insurance plus statutory VAT at the applicable statutory rate.
3.2 If there are more than 6 weeks between the conclusion of the contract and the delivery date, we shall be entitled to adjust the prices in the event of unforeseeable significant increases in our costs, in particular due to an increase in material costs / raw material prices.

4 Delivery periods / delay

4.1 Fixed delivery dates as well as fixed transactions under commercial law require our express agreement in the form relevant for the order confirmation.
4.2 The delivery period shall generally commence upon dispatch of our written order confirmation, but not before the customer has provided the specifications, documents and, in individual cases, components or other items to be provided by the customer (e.g. sprockets) and shall be subject to the customer's compliance with the agreed terms of payment and other obligations. The defence of non-performance of the contract remains reserved.
4.3 In the case of call-off or blanket orders, the first delivery shall be made as confirmed. All further deliveries, unless already scheduled in the order and confirmed by us, shall be made within 20 working days of receipt by us of the written call-off by the customer, unless expressly agreed otherwise.
4.4 The delivery period shall be extended by a reasonable period in the event of force majeure, measures in the context of industrial disputes, in particular strikes and lockouts, as well as the occurrence of similar unforeseen obstacles outside our sphere of influence, insofar as such obstacles demonstrably have a significant influence on the completion or delivery of the delivery item.
4.5 Such a reasonable extension of the delivery periods shall also apply if we are not supplied in good time.
4.6 If delivery becomes impossible for us due to the events described under 4.5, our obligation to perform and deliver shall lapse.
4.7 The delivery deadline shall be deemed to have been met if the delivery item has left the factory or readiness for dispatch has been notified by the time it expires.
4.8 If we fail to meet a firmly agreed delivery date/period, the customer shall be obliged to set us a reasonable subsequent delivery period in writing. If we culpably fail to deliver within the grace period set, the customer shall be entitled to withdraw from the contract.
4.9 Section 9 shall apply with regard to any damages caused by default or delay.
4.10 At our request, the customer shall be obliged to declare within a reasonable period of time whether it is cancelling the contract due to the delay in delivery and/or claiming damages instead of performance and/or insisting on delivery.
4.11 If the delivery, dispatch or delivery is postponed beyond the time stipulated in the contract at the request of the customer, we may charge the customer a storage fee of 0.5 % of the invoice amount for each month or part thereof, up to a maximum of 5 %, at the earliest ten working days after notification that the goods are ready for dispatch. The contracting parties are at liberty to prove higher or lower storage costs.
4.12 If the customer is also in default of acceptance or culpably violates other obligations to co-operate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.

5 Delivery / Transfer of risk

5.1 We are entitled to make partial deliveries to a reasonable extent.
5.2 We reserve the right to make excess or short deliveries for production reasons. Excess or short deliveries of up to 10% of the order quantity are customary in the industry and are deemed to be contractual fulfilment, unless this is unreasonable in individual cases. In the event of under-delivery of the order quantity, there is no entitlement to subsequent delivery of the missing quantity. In the event of over-delivery of the order quantity by up to 10%, the customer shall be entitled to further invoicing.
5.3 Deviations with regard to the dimensions, weight and scope of the goods to be delivered are permissible within the customary, product-specific tolerance limits.
5.4 Shipment shall be made at the express request of the customer and on his behalf and at his expense.
5.5 The risk of accidental destruction and/or loss shall pass to the customer at the latest upon dispatch or handover to the person carrying out the transport, irrespective of who bears the freight costs. This shall also apply in the event that the transport is carried out by our employees or vicarious agents.
5.6 In addition, the risk shall pass to the customer as soon as the customer is in default of acceptance after receipt of our notification of readiness for dispatch.

6 Retention of title

6.1 The delivered goods (goods subject to retention of title) shall remain our property until all our claims against the customer arising from the business relationship have been fulfilled.
6.2 For the duration of the retention of title, the customer must store the goods delivered by us separately from similar or similar goods from other companies, store them properly and label them as originating from our delivery.
6.3 The customer shall be entitled to sell, incorporate or process the goods in the ordinary course of business, provided that he does not enter into any agreement with his customer (in particular no prohibition of assignment) which could exclude or impair our rights in any way.
6.4 The customer hereby assigns to us all claims in the amount of the final invoice amount agreed with us (including VAT) which accrue to him from the resale against the customer or against third parties. This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. The customer remains authorised to collect the claim even after the assignment. Our authorisation to collect the claim ourselves remains unaffected by this. However, we shall not collect the claim as long as the customer fulfils his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.
6.5 A sale in the ordinary course of business does not exist if the customer pledges the reserved goods to a third party, assigns them as security and/or makes them the subject of factoring and/or sale-leaseback procedures.
6.6 In the event of seizure, confiscation or other dispositions or interventions by third parties as well as in the event of damage to or other impairment of the goods subject to retention of title, the customer must notify us immediately. If the customer incurs claims against third parties as a result of the damage or impairment, he hereby assigns these claims to us by way of security.
6.7 In the event of processing and / or treatment of goods subject to retention of title, this shall be carried out on our behalf and for us as manufacturer within the meaning of §§ 950 ff. BGB. (In this case, we shall be entitled to (co-)ownership of the items resulting from the processing and / or treatment of the reserved goods in the ratio of the reserved goods to the value of the new item at the time of processing and / or treatment. We shall also be entitled to pro rata co-ownership of the new item if, in addition to the reserved goods, goods of third parties are also processed. If the customer resells the newly manufactured item, he hereby assigns to us by way of security the claim to which he is entitled from the sale in the amount of the value of the reserved goods.
6.8 We undertake to release the securities to which we are entitled at the request of the customer if their value exceeds the claims to be secured by more than 20 %.
6.9 In the event of breaches of duty by the customer, in particular in the event of default in payment, we shall be entitled to withdraw from the contract and take back the reserved goods. The customer is obliged to surrender them. Taking back the reserved goods or asserting the retention of title alone does not require cancellation. It shall also not be deemed an implied declaration of cancellation on our part, unless we expressly declare that these actions are to be understood as cancellation.

7 Terms of payment

7.1 Our invoices are regularly payable within 10 days of invoicing (according to invoice date) with a 2% discount or within 30 days without any deduction.
7.2 The deduction of a discount requires that the customer is not culpably in arrears with his other payment obligations and that the invoice amount is credited to our account within the agreed discount period.
7.3 Payment shall be deemed to have been made as soon as we can irrevocably dispose of the amount.
7.4 Payments by bill of exchange shall not be accepted even on account of performance. Collection charges for cheque payments shall be borne by the customer.
7.5 If the customer does not pay within the performance period, i.e. within 30 days of the invoice date, he shall be in default even without a reminder.
7.6 If the date of receipt of the invoice or payment schedule is uncertain, default shall occur at the latest 30 days after the due date and receipt of the consideration.
7.7 If the customer is in default, we may demand default interest at the applicable statutory rate from a customer who is not a consumer, without the customer being able to object that we have only incurred a lower interest loss or no interest loss at all. The right to assert further damages, e.g. if we utilise a higher overdraft facility, shall remain unaffected by this.
7.8 Irrespective of separately agreed payment agreements in individual cases, claims due to us shall become due immediately if circumstances arise in the person of the customer which make it unreasonable to adhere to the payment agreements made. This is the case in the event of justified indications of a significant deterioration in the financial situation of the customer, in particular in the event of suspension of payments, cheque and bill protests or default of payment, if it becomes apparent that our claim to consideration is jeopardised by the customer's inability to pay. In these cases, we are also entitled to demand fulfilment step by step or the provision of further securities. Furthermore, we shall be entitled to set a reasonable deadline within which the customer shall, at our discretion, either fulfil the contract concurrently with performance or provide security. If the deadline expires without result, we may withdraw from the contract.
7.9 All claims shall also become due if an application is made to open insolvency proceedings against the customer's assets.
7.10 Within the scope of the warranty for defects, the customer may only withhold payments after a justified complaint has been made to an extent that is in reasonable proportion to the material defect that has occurred. Otherwise, a right of retention on the part of the customer is excluded.
7.11 The Purchaser shall only be entitled to offset undisputed or legally established counterclaims.

8 Warranty

8.1 The customer may not refuse to accept deliveries due to minor defects or excess or short deliveries to an insignificant extent (+/-10%).
8.2 Claims for defects shall not exist in the event of only insignificant deviation from the agreed quality and in the event of only insignificant impairment of usability, unless otherwise agreed between the contracting parties.
8.3 Furthermore, claims for defects shall not exist in the event of natural wear and tear and damage caused after the transfer of risk as a result of
- incorrect or negligent storage, assembly or commissioning or other handling,
- excessive strain,
- defective treatment or processing,
- combination/assembly with unsuitable or inadequately matched components (e.g. unsuitable sprockets).
- external influences (e.g. weather or temperature influences) or physical, chemical or electrochemical treatment which are not assumed under the contract,
- or due to improper modifications or repair work by the customer or a third party.
8.4 Section 2.5 shall apply when ordering chains for sprockets of the Purchaser. If the Purchaser does not fulfil its obligation to provide chains, incompatibility shall not constitute a defect.
8.5 The Purchaser must inspect the goods sent to it immediately to ensure that they are in proper condition and notify us in writing of any obvious defects immediately upon receipt of the goods. This period shall apply to hidden defects from their discovery.
8.6 In the event of a justified notice of defects (i.e. in the event of material defects which or the cause of which already existed at the time of the transfer of risk), we shall be entitled, at our discretion, to rectify the defect (rectification of defects) or make a subsequent delivery (replacement delivery).
8.7 If we deliver a defect-free item for the purpose of subsequent fulfilment, the customer must return the defective item. This shall apply accordingly to defective components if these are replaced by defect-free components as part of the subsequent fulfilment.
8.8 The customer shall only be entitled to withdraw from the contract or to reduce the purchase price:
- if we are unable to rectify the defect or make a subsequent delivery;
- if we refuse to rectify the defect or make a subsequent delivery due to disproportionate costs;
- if the rectification or subsequent delivery is delayed beyond a reasonable period for which we are responsible;
- if the subsequent delivery or rectification fails twice.
8.9 The customer shall only have statutory rights of recourse against us insofar as the statutory requirements (e.g. purchase of consumer goods) are met. Therefore, for example, there are also no rights of recourse if the customer has made agreements with his customer that go beyond the statutory claims for defects within the framework of a guarantee or as a gesture of goodwill.
8.10 Insofar as the statutory provisions on the sale of consumer goods, in particular with regard to recourse liability (in the absence of the statutory requirements) do not apply, a one-year warranty period shall apply. Mandatory longer periods remain unaffected.
8.11 The statutory consequences of a breach of the commercial duty to inspect and give notice of defects shall also remain unaffected.
8.12 Section 9 shall apply to claims for damages. Further claims or claims other than those regulated in this section and section 9 of the customer against us and our vicarious agents due to a material defect are excluded.

9 Liability / Compensation

9.1 Claims for damages on the part of the customer, irrespective of the legal grounds, in particular for breach of duties arising from the contractual obligation and from unauthorised action, are excluded. This shall not apply insofar as mandatory liability
- under the Product Liability Act,
- for intentional or grossly negligent behaviour,
- for injury to life, limb or health,
- or for breach of material contractual obligations
applies.
9.2 This does not apply if a limitation is excluded for another reason
- due to intentional or grossly negligent behaviour;
- due to injury to life, limb or health.
9.3 If the customer is entitled to claim subsequent fulfilment from his customer or his customer's customer, he must give us the opportunity to carry out the subsequent fulfilment ourselves within a reasonable period of time before he procures a "replacement" elsewhere. The purchaser must impose this obligation on his customer accordingly. If the customer breaches these obligations, we reserve the right to reduce the reimbursement of expenses to the amount that we would have incurred if we had carried out the subsequent fulfilment ourselves. The extended liability for fraudulent intent or under a guarantee remains unaffected.
9.4 If the purchaser does not exercise his right vis-à-vis his customer to refuse a certain type of subsequent fulfilment or the subsequent fulfilment itself due to disproportionate costs, he shall be in breach of his duty to mitigate damages. In this case, reimbursement of expenses is excluded in this respect.
9.5 Claims for compensation by the customer for expenses incurred in the course of subsequent performance (in particular transport, travel, labour and material costs) are excluded if the expenses increase because the object of the delivery has subsequently been moved to another location (other than the delivery address), unless the relocation corresponds to its intended use. This applies accordingly to recourse liability.
9. 6 Claims for damages and reimbursement of expenses in connection with the defectiveness of the goods shall be subject to the binding limitation periods for these claims (cf. 8.10.).
9.7 The Buyer is expressly not released from the obligations under § 377 HGB (German Commercial Code).
9.8 Test certificates in accordance with EN 10204 and similar certificates do not contain any assurances or guarantees.
9.9 In the event of arbitration, the test facilities of Röttgers Ketten GmbH & Co. KG shall be authoritative, or alternatively, in the event of significant differences, a neutral institute/test laboratory selected by both contracting parties.

10 Miscellaneous

10.1 The customer is prohibited from assigning claims / receivables to which the customer is entitled against us.
10.2 We are authorised to process all data about the customer within the meaning of the BDSG which we receive from the customer himself or from third parties within the scope of or in connection with the business relationship.
10.3 If tools are produced by us or on our behalf for the manufacture or processing of goods specific to the orderer, the tools shall in any case remain our sole property, even if the orderer has assumed pro rata tool costs in addition to or as part of the remuneration. The retention obligation for special tools expires at the latest three years after the last production from the tool.
10.4 Paragraph 10.3 shall apply accordingly to all tool documentation, in particular if this contains our special technical know-how or already protected copyrights or rights of use.
10.5 We reserve our unrestricted property and copyright utilisation rights to cost estimates, drawings and other documents (hereinafter referred to as "Documents"). The Documents may only be made accessible to third parties with our prior consent and must be returned to us immediately upon request if the order is not placed with us.
10.6 The legal relationship in connection with this contract shall be governed by German substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
10.7 The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the court with local jurisdiction for our registered office.
10.8 Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements. The same applies in the event of a loophole.