General Terms and Conditions of Sale and Delivery
1. Scope of Application
1.1 These terms and conditions of sale apply exclusively to businesses, legal entities under public law or special funds under public law within the meaning of Section 310(1) of the German Civil Code (BGB).
1.2 We supply exclusively for commercial purposes. By placing an order, you confirm that the goods will be used for commercial purposes.
1.3 We recognise any terms and conditions of the purchaser that conflict with or differ from our terms and conditions of sale only if we expressly agree to their application in writing.
1.4 These terms and conditions of sale also apply to all future transactions with the purchaser insofar as they involve legal transactions of a similar nature.
2. Quotations and Conclusion of Contract
2.1 Our quotations are subject to change and are non-binding. Quotations based on the buyer's specifications are prepared to the best of our knowledge and on the basis of the information available to us. We expressly reserve the right to deviations resulting from incomplete, incorrect or ambiguous information in the specifications; liability for such deviations is excluded.
2.2 The contract is deemed concluded when we send the buyer an order confirmation or commence delivery or the provision of services.
2.3 If the ordered goods are dispatched immediately, the invoice also serves as the order confirmation. For longer delivery periods, an order confirmation stating an approximate delivery time will be sent.
2.4 For services (planning, commissioning, maintenance, fault rectification and support), the contract is concluded upon written acceptance, confirmation of an appointment or commencement of the work.
2.5 In the event of non-performance of the contract by the buyer, the seller is entitled to claim 15 % of the purchase price, plus packaging and freight costs incurred, as damages. Either contracting party remains entitled to prove a lower or higher amount of loss in an individual case.
3. Documentation and Documents Provided
3.1 System designs, acoustic calculations, software, firmware, programming and technical documentation remain the intellectual property of RCS AUDIO-SYSTEMS GmbH and may be used exclusively for the specific project.
3.2 We reserve ownership and copyright in all other documents provided to the buyer in connection with the placement of an order, such as calculations, drawings, etc. These documents must not be made accessible to third parties unless we give the buyer our express written consent.
3.3 Information on performance, weights, dimensions, prices, etc. contained in our catalogues, brochures, price lists or on www.rcs-audio.com is approximate only. Such information is binding if it is expressly referred to in the order confirmation.
4. Deliveries within the Federal Republic of Germany
4.1 Our deliveries are made ex warehouse Bad Aibling, ex distribution warehouse or ex supplying factory.
4.2 Stated delivery dates are approximate and non-binding. Force majeure or impediments to production entitle us to postpone delivery for the duration of the impediments. They do not entitle the buyer to withdraw from the contract or to claim damages.
4.3 Orders with a net goods value of €1,000 or more are delivered carriage paid to the customer's premises. Exceptions are PCS systems, 19˝ cabinets, fire protection enclosures and factory-wired 19˝ rack systems, which are delivered to the kerbside with freight charges payable by the buyer.
4.4 Acceptance takes place upon completion or delivery; partial acceptance or partial deliveries are permitted and recorded in writing. If acceptance does not take place on the agreed date, delivery is deemed to have taken place.
4.5 If the goods are shipped at the buyer's request, the risk of accidental loss or accidental deterioration of the goods passes to the buyer upon dispatch, at the latest when the goods leave the warehouse. This applies irrespective of whether the goods are shipped from the place of performance or who bears the freight costs.
4.6 For on-site services, the risk relating to tools, materials and equipment provided by us passes to the buyer when they are made available at the work site.
5. Prices and Payment Terms
5.1 Our prices are quoted in euros (net, plus VAT), ex warehouse, including packaging.
5.2.1 Invoices for deliveries are payable within 10 days with a 2 % cash discount or within 30 days net without deduction (subject to creditworthiness).
5.2.2 Service work and other services are payable immediately and are invoiced at the applicable service and hourly rates or work units, unless flat rates have been expressly agreed.
5.3 If our payment claims are at risk, for example as a result of information from credit institutions or credit agencies calling the buyer's creditworthiness into question, we are entitled to require payment in advance.
5.4 In the event of late payment, all our claims outstanding at that time become immediately due.
5.5 Until all due invoice amounts have been paid in full, the seller is not obliged to make any further deliveries under current contracts.
5.6 In the event of late payment, we reserve the right to charge default interest at a rate of 10 %.
6. Retention of Title
6.1 We retain ownership of the delivered goods until all claims arising from the supply contract have been paid in full. This also applies to all future deliveries, even if we do not expressly invoke it on each occasion. We are entitled to take back the purchased goods if the purchaser acts in breach of contract.
6.2 Until ownership has passed to the purchaser, the purchaser is obliged to treat the purchased goods with care. In particular, the purchaser must, at its own expense, adequately insure the goods against theft, fire and water damage at their replacement value.
If maintenance and inspection work is required, the purchaser must carry it out in good time at its own expense. Until ownership has passed, the purchaser must notify us immediately in writing if the delivered goods are seized or subjected to other interference by third parties. If the third party is unable to reimburse us for the judicial and extrajudicial costs of an action under Section 771 of the German Code of Civil Procedure (ZPO), the purchaser is liable for the shortfall incurred by us.
6.3 The purchaser is entitled to resell goods subject to retention of title in the ordinary course of business. The purchaser hereby assigns to us the claims against its customer arising from the resale of the goods subject to retention of title, up to the final invoice amount agreed with us (including VAT). This assignment applies irrespective of whether the purchased goods have been resold without or after processing. The purchaser remains authorised to collect the claim even after assignment. Our right to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the purchaser meets its payment obligations from the proceeds received, is not in default of payment and, in particular, no application to open insolvency proceedings has been filed and payments have not been suspended.
6.4 Any processing or transformation of the purchased goods by the purchaser is always carried out in our name and on our behalf. In this case, the purchaser's expectant right to the purchased goods continues in respect of the transformed goods. If the purchased goods are processed together with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our purchased goods relative to the other processed items at the time of processing. The same applies in the event of mixing. If mixing takes place in such a way that the purchaser's item is regarded as the principal item, it is deemed agreed that the purchaser transfers proportionate co-ownership to us and holds the resulting sole ownership or co-ownership on our behalf. To secure our claims against the purchaser, the purchaser also assigns to us any claims against a third party arising from the incorporation of goods subject to retention of title into real property; we hereby accept this assignment.
6.5 At the purchaser's request, we undertake to release the security to which we are entitled insofar as its value exceeds the claims to be secured by more than 25 %.
7. Return of Goods
7.1 The return of goods free from defects requires our express consent; otherwise, it is excluded.
7.2 For goods accepted for return, we reserve the right to retain a contribution towards costs of up to 20% of the net goods value. The purchaser bears the return shipping costs.
7.3 Goods that are not part of our product range or that have been altered, modified, painted or manufactured at the buyer's request are excluded from return.
7.4 The RMA system provided by us must be used for returns. If goods arrive without prior RMA registration, we reserve the right to charge a flat fee of €15.00 for the additional processing required.
8. Warranty and Liability
8.1 The warranty period is currently two years from receipt of the goods, unless otherwise provided by the following provisions.
8.2 The purchaser's warranty rights are conditional upon the purchaser having duly complied with its obligations to inspect the goods and notify defects under Section 377 of the German Commercial Code (HGB).
8.3 If, despite all due care, the delivered goods have a defect that already existed at the time the risk passed to the purchaser, we will, subject to timely notification of the defect, repair the goods or supply replacement goods at our discretion. We must always be given the opportunity to remedy the defect within a reasonable period.
8.4 Claims for defects do not arise in the case of merely insignificant deviations from the agreed quality, merely insignificant impairment of usability, natural wear and tear, or damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials, defective construction work, unsuitable building ground or particular external influences not envisaged under the contract. If the purchaser or third parties carry out improper repairs or modifications, claims for defects likewise do not arise in respect of these or their resulting consequences.
8.5 If individual products in a 19“-cabinet factory-wired by RCS have a defect, we will, subject to timely notification of the defect, repair the goods in Bad Aibling or supply replacement goods at our discretion. Claims by the purchaser for expenses required to remedy the defect, in particular transport, travel, labour and material costs, are excluded.
8.6 Claims by the purchaser for expenses required to remedy a defect, in particular transport, travel, labour and material costs, are excluded insofar as these expenses increase because the goods supplied by us have subsequently been moved to a location other than the purchaser's place of business.
8.7 Liability: In cases of intent or gross negligence, we are liable in accordance with the statutory provisions.
9. Take-Back of Waste Equipment (ElektroG) and Batteries (BattG)
9.1 We take back waste equipment in accordance with the German Electrical and Electronic Equipment Act (ElektroG), provided that it was placed on the market by us. The buyer must delete all personal data before returning the equipment. Buyers bear the return shipping costs. Equipment from other suppliers or modified equipment will not be accepted for return.
9.2 Batteries and rechargeable batteries must be removed before return and collected separately. Take-back is free of charge where required by law. The buyer bears the costs of transport or carriage.
9.3 The buyer shall indemnify us against all claims in connection with take-back, disposal or other obligations under the ElektroG and BattG. Our claim for indemnification shall not become time-barred before the expiry of two years after use of the equipment has ceased.
10. Place of Performance and Jurisdiction
10.1 The place of performance for payment and the place of jurisdiction, including for actions concerning cheques and bills of exchange, is Rosenheim for both parties.
10.2 The contract is governed by German law, and the language of negotiations is exclusively German.