General terms and conditions
Provider:
Rotary Europe GmbH
Managing Director: Michael Wicke
Gutbrodstrasse 1
66500 Hornbach
Phone: +49 (0) 63 38 / 99 44 50
Fax: +49 (0) 63 38 / 99 44 516
E-Mail: info@rotaryeurope.eu
- In the following called „Rotary Europe“ -
§ 1 Access to the shop only via registration as entrepreneur (B2B)
(1) Access to the store www.rotaryeurope.eu is only granted to registered customers who are to be regarded as entrepreneurs within the meaning of § 14 (1) BGB (German Civil Code), i.e. who are acting in their commercial or self-employed professional capacity when concluding the contract. Without registration an order is not possible.
(2) To register, follow the instructions (Create account) and fill out the questionnaire. After checking the registration the Account will be released.
§ 2 General/ Validity
(1) All deliveries, services and offers of Rotary Europe shall be made exclusively on the basis of these General Terms and Conditions. The General Terms and Conditions of Business shall therefore also apply to companies for all future business relations, even if they are not expressly agreed upon again. The inclusion of general terms and conditions of business of a customer which contradict our General Terms and Conditions of Business is hereby already contradicted.
(2) An entrepreneur in the sense of these terms and conditions is any natural or legal person or a partnership with legal capacity which, when concluding a legal transaction, acts in the exercise of its commercial or independent professional activity (§ 14 para. 1 BGB).
§ 3 Regulations and information on the conclusion of the contract
(1)General information
All offers of "Rotary Europe" in the online store www.rotaryeurope.eu do not represent a binding request for the conclusion of a sales contract. Rather, it is merely a non-binding invitation to the customer to submit offers. By clicking
the button "Place order" you submit a binding offer to purchase (§ 145 BGB). After receipt of the purchase offer, you will receive an automatically generated e-mail confirming that we have received your order (confirmation of re-ceipt). This confirmation of receipt does not yet represent an acceptance of your purchase offer. A contract is not yet concluded by the confirmation of receipt. A sales contract for the goods is only concluded when we expressly declare the acceptance of the purchase offer or when we send the goods to you - without prior express declaration of acceptance.
(2)Orders
The customer selects a product in the online store and determines the order quantity. Customers can also place orders by e-mail, fax or telephone. Upon re-ceipt of the request, the customer will receive a confirmation e-mail, which does not yet constitute acceptance of the offer.
(3)Storage and access to the text of the contract
Rotary Europe stores the text of the contract. With the exception of these freely accessible general terms and conditions, access to the stored contract texts is only possible for registered customers via their customer account.
(4)Available languages
Contract languages are German and English. In case of questions of interpreta-tion of individual clauses, only the German version shall be decisive.
§ 4 Prices and terms of payment
(1) The prices quoted on the product pages are strictly net and do not include the respective statutory VAT.
(2) A processing fee of 10.00 EUR is charged for orders below a value of goods excluding shipping of 100.00 EUR.
(3) Packaging and shipping costs will be charged in addition and agreed separately (§ 6).
(4) In the case of orders from abroad, it cannot be excluded that unknown costs or taxes are levied, such as (import) duties or processing fees. These are not costs which are paid or invoiced via "Rotary Europe".
(5) "Rotary Europe" accepts all payment methods specified in the online store www.rotaryeurope.eu.
(6) "Rotary Europe" shall issue an invoice to the customer for the ordered goods, which shall be sent to him in text form at the latest upon delivery of the goods.
(7) The total purchase price of the ordered goods is due immediately. Accepted method of payment is exclusively "advance payment". After consultation with "Rotary Europe" and reserved credit assessment, payment "on account" with a payment term of 30 days is also possible in individual cases.
(8) "Rotary Europe" shall be entitled to carry out deliveries or services only against advance payment or security.
(9) If you are in arrears with a payment, you shall be obliged to pay the statutory default interest. In addition, there is a claim to payment of a lump sum of 40 Euro. We reserve the right to claim further damages.
(10) You shall only be entitled to a right of set-off if your counterclaim has been
legally established or is not disputed or acknowledged by us or is in a close
synallagmatic relationship with our claim.
(11) You can exercise a right of retention only if your counterclaim is based on the
same contractual relationship.
§ 5 Packaging and shipping costs, transfer of risks
(1) Packaging, freight, forwarding or shipping costs shall be agreed separately.
(2) The risk shall pass to the customer at the latest when the delivery item is handed over (whereby the start of the loading process shall be decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply if partial deliveries are made and "Rotary Eu-rope" has taken over other services (e.g. installation). If the shipment or the handing over is delayed due to a circumstance, the cause of which lies with the customer, the risk is transferred to the customer from the day on which "Rotary Europe" is ready for shipment and has notified the customer.
(3) The mode of dispatch and packaging are subject to the dutiful discretion of "Rotary Europe".
(4) The customer shall bear the storage costs after transfer of risk. In the case of storage by "Rotary Europe", the storage costs amount to 0.25% of the invoice amount of the delivery items to be stored per expired week. We reserve the right to assert claims for demonstrably further or lower storage costs.
(5) The consignment will only be insured by "Rotary Europe" against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the customer and at his expense.
§ 6 Delivery and delivery times
(1) Deliveries shall be made ex works in D-66500 Hornbach.
(2) Deadlines and dates for deliveries and services promised by "Rotary Europe" are non-binding, unless a fixed deadline or a fixed date is expressly promised or agreed. If dispatch has been agreed, delivery periods and delivery dates refer to the time of
handover to the forwarding agent, carrier or other third party commissioned with the transport.
(3) "Rotary Europe" can - without prejudice to its rights arising from default of the customer - demand from the customer an extension of delivery and performance deadlines or a postponement of delivery and performance dates by the period of time in which the customer does not fulfil his contractual obligations towards "Rotary Europe".
(4) "Rotary Europe" shall not be liable for impossibility of delivery or for delays in delivery, insofar as these are caused by force majeure or other events which were not foreseeable at the time of the conclusion of the contract (e.g. opera-tional disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortage of labour, energy or raw materials, difficulties in procuring the necessary official permits, official measures or the failure of, incorrect or untimely delivery by suppliers) for which "Rotary Europe" is not responsible. Insofar as such events make it considerably more difficult or impossible for "Rotary Europe" to deliver or perform and the hindrance is not only of a temporary nature, "Rotary Europe" shall be entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or service deadlines shall be extended or the delivery or service dates shall be postponed by the period of the hindrance plus a reasonable start-up period. Insofar as the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by immediate written declaration to "Rotary Europe".
§ 7 Place of fulfilment and acceptance
(1) The place of performance for all obligations arising from the contractual rela-tionship shall be the warehouse in D-66500 Hornbach unless otherwise specified. If "Rotary Europe" is also responsible for the installation, the place of performance shall be the place where the installation is to take place.
(2) Insofar as acceptance is to take place, the object of purchase shall be deemed to have been accepted if
a) the delivery and, if "Rotary Europe" is also responsible for the instal-
lation, the installation has been completed
b) "Rotary Europe" has notified the customer of this with reference to
the fiction of acceptance according to this regulation and has reques-ted the customer to accept,
c) twelve working days have elapsed since delivery or installation or the customer has started to use the object of purchase (e.g. has put the delivered equipment into operation) and in this case six working days have elapsed since delivery or installation, and
d) the customer has failed to accept the goods within this period of time for any
reason other than a defect notified to "Rotary Europe" which makes the use of the purchased goods impossible or significantly impairs them.
§ 8 Warranty
(1) The warranty period shall be one year from delivery or, if acceptance is required, from acceptance.
(2) The delivered items shall be carefully examined immediately after delivery to the customer or to the third party designated by the customer. They shall be deemed to have been approved if "Rotary Europe" has not received a notice of defect in writing or in text form (e.g. e-mail or fax) with regard to obvious defects or other defects which were recognisable during an immediate, careful examination within four working days after delivery of the object of delivery, or otherwise within four working days after the discovery of the defect or the point in time at which the defect was recognisable for the customer during normal use of the ob-ject of delivery without closer examination. Only after consultation with and at the request of "Rotary Europe" is the delivery item complained about to be returned carriage paid to Rotary Europe GmbH, Gutbrodstr. 1 in 66500Hornbach, Germany. In the case of a justified notice of defect "Rotary Europe" will reimburse the costs of the cheapest shipping route; this does not apply if the costs increase because the delivery item is located at another place than the place of the intended use.
(3) In the event of material defects of the delivered goods, "Rotary Europe" shall be obliged and entitled to choose within a reasonable period of time between repair or replacement. In the event of failure twice, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement delivery, the customer may withdraw from the contract or reduce the purchase price appropriately.
(4) In case of defects of components of other manufacturers, which "Rotary Europe" cannot remedy for reasons of licensing law or factual reasons, "Rotary Europe" will, at
its choice, either assert its warranty claims against the manufacturers and suppliers for the account of the customer or assign them to the customer. Warranty claims against "Rotary Europe" shall only exist for such defects under the other prerequisites and in accordance with these General Terms and Conditions of Delivery if the legal enforcement of the above mentioned claims against the manufacturer and supplier was unsuccessful or, for example due to insolvency, is futile. For the duration of the legal dispute, the statute of limitations of the customer's relevant warranty claims against "Rotary Europe" shall be suspended.
(5) In case of defects of components of other manufacturers, which "Rotary Europe" cannot remedy for reasons of licensing law or factual reasons, "Rotary Europe" will, at its choice, either assert its warranty claims against the manu-facturers and suppliers for the account of the customer or assign them to the customer. Warranty claims against "Rotary Europe" shall only exist for such defects under the other prerequisites and in accordance with these General Terms and Conditions of Delivery if the legal enforcement of the above-mentioned claims against the manufacturer and supplier was unsuccessful or, for example due to insolvency, is futile. For the duration
of the legal dispute, the statute of limitations of the customer's relevant warranty claims against "Rotary Europe" shall be suspended.
(6) The warranty period is one year from delivery of the goods. This limitation shall not apply to claims based on damages resulting from injury to life, body or health or from the violation of an essential contractual obligation, the fulfill-ment of which is essential for the proper execution of the contract and on the observance of which the contractual partner may regularly rely (cardinal obli-gation) as well as to claims based on other damages which are based on an intentional or grossly negligent violation of obligations by the user or his vi-carious agents. A delivery of used objects agreed with the customer in indivi-dual cases shall be effected to the exclusion of any warranty.
§ 9 Retention of title
(1) The reservation of title agreed in the following shall serve to secure all existing current and future claims of "Rotary Europe" against the customer from the supply relationship existing between the contractual partners (including balance claims from a current account relationship limited to this supply relationship).
(2) The goods delivered by "Rotary Europe" to the customer shall remain the property of "Rotary Europe" until complete payment of all secured claims. The goods as well as the goods covered by the reservation of title taking their place according to this clause shall be referred to hereinafter as reserved goods.
(3) The customer shall store the goods subject to retention of title free of charge for "Rotary Europe".
(4) The customer is entitled to process and sell the reserved goods in the ordinary course of business until the event of realisation (paragraph 9). Pledging and transfer of ownership by way of security are not permitted.
(5) If the reserved goods are processed by the customer, it is agreed that the pro-cessing is carried out in the name and for the account of "Rotary Europe" as the manufacturer and that the customer directly acquires ownership or - if the processing is carried out using materials from several owners or the value of the processed item is higher than the value of the reserved goods - co-ownership (fractional ownership) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item. In the event that no such acquisition of ownership should occur at "Rotary Europe", the customer hereby transfers his future ownership or - in the above-mentioned ratio - co-ownership of the newly created item to "Rotary Europe" as security. If the reserved goods are combined or inseparably mixed with other items to form a uniform item and if one of the other items is to be regar-ded as the main item, "Rotary Europe" shall transfer to the customer, insofar as the main item belongs to him, the co-ownership of the uniform item in the proportion specified in sentence 1.
(6) In the event of the resale of the reserved goods, the customer hereby assigns by way of security to "Rotary Europe" the resulting claim against the acquirer - in the case of co-ownership of "Rotary Europe" in the reserved goods in proportion to the
co-ownership share. The same shall apply to other claims which take the place of the reserved goods or otherwise arise with regard to the re-served goods, such as insurance claims or claims from tort in the event of loss or destruction. "Rotary Europe" irrevocably authorizes the customer to collect the claims assigned to "Rotary Europe" in his own name and for the account of "Rotary Europe". "Rotary Europe" may only revoke this direct debit authorization in the event of exploitation.
(7) If third parties seize the reserved goods, in particular by attachment, the customer shall immediately inform them of the ownership of "Rotary Europe" and inform "Rotary Europe" thereof in order to enable him to enforce his ow-nership rights. If the third party is not able to reimburse "Rotary Europe" for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable for these costs.
(8) "Rotary Europe" will release the goods subject to retention of title as well as the objects or claims taking their place upon request and at its discretion, insofar as their value exceeds the amount of the secured claims by more than 50%.
(9) If "Rotary Europe" withdraws from the contract in the event of conduct by the customer which is in breach of contract - in particular default of payment - (case of realisation), the customer shall be entitled to demand the return of the reserved goods.
§ 10 Complaint handling procedures
The procedure of "Rotary Europe" for dealing with complaints meets the requirements of professional diligence. Should the customer therefore wish to make complaints, he
can do so in writing in text form or orally using all means of communication and addres-ses/numbers mentioned here. A prompt processing is assured.
§ 11 Final provisions
(1) In the event that a provision of these General Terms and Conditions should be invalid, the validity of the other provisions shall not be affected. This applies in particular to the contract already concluded. The invalid clause shall be replaced by the statutory provision. Other provisions shall only apply if, in this case, ad-herence to the contract represents an unreasonable hardship for one of the contracting parties. Then the contract as a whole is ineffective.
(2) The parties to the contract agree that all legal relationships arising from this contractual relationship shall be governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
(3) The place of jurisdiction for all disputes in connection with the delivery contract is the registered office of the supplier. Mandatory statutory provisions regarding exclusive places of jurisdiction shall remain unaffected by this provision.