General terms and conditions for the machinery trade
§ 1 General
(1) The following General Terms and Conditions apply to all offers, contracts, deliveries and other services of Rapid Mill GmbH in the field of trade in new and used machinery, equipment, technical facilities and related services.
(2) They apply both to contracts concluded following an individual request for quotation and to orders placed via the online shop, by e-mail, telephone or other means of communication.
(3) Any conflicting or deviating terms and conditions of the customer shall not be recognized unless their validity is expressly agreed to in writing. Any supplementary agreements require written confirmation from Rapid Mill GmbH.
(4) Rapid Mill GmbH is entitled to amend or supplement these General Terms and Conditions with reasonable notice. For contracts already concluded, the General Terms and Conditions valid at the time of the conclusion of the contract shall apply.
§ 2 Offer
(1) Our offers are subject to change and non-binding. Prior sale is reserved.
(2) Deviations and technical changes from illustrations, descriptions or specifications are reserved.
§ 3 Application-related advice
(1) Application-related advice is provided to the best of our knowledge based on our experience.
(2) All information concerning the suitability, use or possible applications of the goods is non-binding and does not release the buyer from carrying out his own tests.
(3) Compliance with legal and regulatory provisions is the sole responsibility of the buyer.
§ 4 Formation of the contract
(1) The subject of the contract is the sale of goods, in particular machinery and technical equipment. The essential characteristics are set out in the respective offer.
(2) Offers on the Internet do not constitute a binding offer to enter into a contract.
(3) The contract is concluded by written order confirmation or by delivery of the goods by Rapid Mill GmbH.
(4) Individual offers prepared on request are valid for seven calendar days unless otherwise agreed.
(5) In the case of machine sales, a contract is concluded exclusively by written order confirmation. Technical modifications, errors, and prior sale are reserved.
§ 5 Prices
(1) All prices are ex works (Incoterms), excluding packaging, shipping, customs duties, pre-clearance and other incidental costs.
(2) The buyer shall bear the costs of assembly, crane work and similar services unless otherwise agreed in writing.
(3) Value added tax will be shown separately.
(4) The buyer will be in default of payment no later than seven working days after the invoice date. Rapid Mill GmbH is entitled to sell the goods elsewhere.
§ 6 Payment Terms
(1) The purchase price must be paid in full before loading or dispatch.
(2) Bank and transfer fees shall be borne by the buyer.
(3) Discounts or price reductions will only be granted if expressly agreed in writing.
§ 7 Liability and Warranty
(1) Used machinery, parts and equipment are sold as seen, excluding any liability for material defects.
(2) No guarantee is given for technical data, years of manufacture, completeness of accessories or safety regulations.
(3) The buyer had the opportunity to inspect the goods before the conclusion of the contract or to have them inspected by a qualified third party. If an inspection is omitted, this is done at the buyer's own risk; the condition of the goods is deemed to be known and accepted as conforming to the contract.
(4) Loading and transport are at the buyer's risk.
§ 8 Retention of Title
(1) The goods remain the property of Rapid Mill GmbH until full payment has been received.
(2) In the event of breach of contract, Rapid Mill GmbH is entitled to take back the goods.
(3) The buyer shall bear any costs and any reduction in value.
§ 9 Jurisdiction and Law
(1) The place of jurisdiction for all disputes arising from or in connection with this contract shall be the registered office of Rapid Mill GmbH, provided that the buyer is a merchant, a legal entity under public law or a special fund under public law.
(2) The law of the Federal Republic of Germany shall apply exclusively.
(3) The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
§ 10 Data storage, data processing and communication
(1) Personal data shall be processed in compliance with applicable data protection regulations, in particular the General Data Protection Regulation (GDPR).
(2) When business contacts are established, the transmitted data is processed for handling inquiries, preparing offers, initiating and executing contracts, and maintaining existing business relationships. Further information can be found in the privacy policy of Rapid Mill GmbH.
(3) The processing is carried out in particular for the processing and follow-up of offers and for business communication in connection with machinery and technical equipment.
(4) To the extent necessary for processing business transactions, business contact details may be exchanged and used within the partner network between Rapid Mill GmbH, Matthias Ehlers Werkzeugmaschinen, RE techno GmbH, and RapidTechnology GmbH. The aforementioned companies each act as independent data controllers within the meaning of the GDPR.
(5) Communication may take place in particular via email, telephone, contact form, online trading platforms, internet portals or social networks.
(6) Contact may also be made to inquire about submitted offers or existing business transactions, provided there is a factual connection with an inquiry, an offer or a previous business relationship.
(7) Communication via messenger services such as WhatsApp is permitted if the customer uses, requests, or uses this communication channel within the context of an ongoing business relationship. Data may be transmitted via external service providers in this process.
(8) Personal data will not be disclosed further unless there is a legal obligation to do so.
(9) The customer may object to the processing of his or her data for informational or marketing purposes at any time with effect for the future.
§ 11 Requests for quotation and contact
(1) Rapid Mill GmbH, Matthias Ehlers Werkzeugmaschinen, RE techno GmbH and RapidTechnology GmbH cooperate in the course of their business activities in the distribution, trade and brokering of machinery and technical equipment.
(2) Inquiries and business contacts may be jointly processed and used by the aforementioned companies to the extent necessary for consulting, preparing offers or conducting business.
(3) One of the aforementioned companies may contact the customer if this is in connection with an inquiry, an offer, a request for quotation or a discernible business interest of the customer, even if the original inquiry was addressed to only one of the companies.
(4) The customer’s statutory data protection rights remain unaffected.
§ 12 Final Provisions
(1) Should individual provisions of these General Terms and Conditions be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.
General terms and conditions for the metalworking trade
1. Scope
(1) All orders accepted by the Contractor shall be subject to the following terms and conditions as well as, in addition, the German Construction Contract Procedures (VOB, Part B, DIN 1961) in the version valid at the time of conclusion of the contract.
(2) The terms and conditions and the VOB, Part B, take precedence over any differing purchasing or similar terms and conditions of the customer.
(3) In ongoing business relationships, they form the basis for all further business transactions.
2. Offers and offer documents
(2.1) Offers made by the Contractor are binding for a period of 24 working days from the date of the offer, unless otherwise specified.
(2.2) Documents belonging to the offer, such as illustrations, drawings, and specifications of weight and dimensions, are only binding if they are expressly designated as such. Changes are unreasonable and no longer acceptable to the client if they exceed industry standards. The seller retains ownership and copyright to cost estimates, drawings, and other documents.
(2.3) All proprietary and copyright rights to the offer and all documents may not be passed on, published or reproduced without the provider's permission, nor may they be used for any purpose other than the agreed purpose.
(2.4) The client shall obtain any necessary official or other permits at its own expense. The contractor shall provide the client with the necessary documents for this purpose.
(2.5) Unless otherwise agreed individually, the offer includes only the ancillary services specified in the relevant VOB/B standards. Any additional work will be charged separately.
3. Order placement
(1) Orders only become effective upon written confirmation. This also applies to orders placed through representatives.
(2) Any confirmations that differ from the above shall be considered as new offers.
(3) The requirement of written form does not apply to subsequent ancillary work as well as changes and additions to the contract.
4. Prizes
(4.1) The price includes the legally stipulated value added tax, which must be shown separately.
(4.2) In the case of continuing obligations and agreements with delivery or performance deadlines of more than four months after conclusion of the contract, the contractor is entitled to demand negotiations on a price adjustment if prices for required materials, wages and ancillary wage costs increase due to statutory or collectively agreed changes or value added tax.
(4.3) For overtime, night work, Sunday and public holiday hours subsequently requested, as well as for unforeseen work under difficult conditions, relevant collective bargaining agreement supplements and allowances will be calculated.
5. Payment
(5.1) All payments are subject to Section 16 of the German Construction Contract Procedures (VOB), Part B.
(5.2) Payment by bill of exchange is only permitted by special agreement. Acceptances or customer bills of exchange are only accepted on account of payment; any costs and expenses incurred shall be borne by the payer. If payment terms are not met or a check or bill of exchange is dishonored, all outstanding receivables shall become due immediately. After the unsuccessful expiry of a grace period of 12 working days set by the contractor, combined with a threat of termination, the contractor is entitled to terminate the contract in writing, cease work, invoice for all services rendered to date at the contract prices, and assert claims for damages.
6. Delivery time and assembly
(6.1) If no execution deadlines have been agreed upon, work may commence immediately after order confirmation, but no later than 12 working days after a request from the client. The commencement of the execution deadline is contingent upon the client having provided the documents required under section 2, unimpeded commencement of installation being guaranteed, and any agreed-upon advance payment having been received.
(6.2) If the commencement, continuation, or completion of the work is delayed for reasons attributable to the client, and the client fails to remedy the situation immediately, the contractor may, while maintaining the contract, claim damages in accordance with Section 6 No. 6 of the German Construction Contract Procedures (VOB), Part B, or set a reasonable deadline for performance and terminate the contract if this deadline expires without performance. In the event of termination, in addition to the agreed-upon payment for work already completed, the contractor is entitled to compensation for additional expenses, in particular for unsuccessful bids or the storage of the goods or services owed.
7. Acceptance and Transfer of Risk
(1) Upon acceptance, the risk passes to the client. If the client is in default of acceptance, the risk passes at the time of default.
(2) The same applies if the installation is interrupted for reasons attributable to the client and the services have been handed over to the client's care by mutual agreement.
(3) The completed work must be accepted upon completion. This also applies to completed partial services. Furthermore, Sections 7 and 12 of the German Construction Contract Procedures (VOB), Part B, apply.
8. Claims for defects and damages
(8.1) Minor and reasonable deviations in dimensions or designs do not constitute grounds for complaint, unless dimensions or colors have been expressly agreed upon. Technical improvements or necessary modifications are considered to be in accordance with the contract, provided they are reasonable and do not result in a reduction in value.
(8.2) During cutting, welding, thawing, or soldering work, the contractor must point out any hazards. The client is obligated to draw attention to any particular hazards and to take the necessary safety precautions.
(8.3) Claims for damages pursuant to Sections 280 and 311 of the German Civil Code (BGB), which are not based on a breach of a primary contractual obligation, are excluded unless the damage was caused intentionally or by gross negligence. Claims arising from product liability and claims for damages to life, body, or health remain unaffected.
8a. Set-off
(1) Offsetting against claims other than those that are undisputed or have been legally established is not permitted without prior agreement.
9. Retention of title
(9.1) Delivered goods remain the property of the contractor until all payment claims have been fully satisfied.
(9.2) Attachments must be reported in writing without delay; secured creditors must be informed of the retention of title. Sale, pledging, or transfer of ownership as security is prohibited.
(9.3) If the delivery is made for a business, the goods may be resold in the ordinary course of business. Claims arising from the resale are hereby assigned to the contractor.
(9.4) If goods subject to reservation of title are incorporated into the property of third parties, the client hereby assigns to the contractor any resulting claims for remuneration, including ancillary rights.
(9.5) If goods subject to retention of title are incorporated into the contractor's own property, claims arising from a subsequent sale are also assigned. If the value of the security permanently exceeds the claims by more than 10 %, a release will be made at the contractor's discretion upon request.
(9.6) In the event of breach of contract, in particular default of payment, the contractor is entitled, after issuing a reminder and withdrawing from the contract, to take back the delivered goods.
10. Place of jurisdiction
(1) If both contracting parties are merchants, the exclusive place of jurisdiction shall be the place of business of the contractor.
11. Legal validity
(1) Should individual provisions of this agreement be or become wholly or partially invalid, the remainder of the agreement shall remain in effect.