STANDARD TERMS AND CONDITIONS OF CONTRACT
This section of our web site sets out our General Terms and Conditions relating to the sale of products and services by RWO GMBH or their affiliated companies.
These General Terms and Conditions of Sale shall be the basis for all supply of goods (e.g. systems, components) or services by RWO GMBH to the Purchaser and in this context the following expressions shall have the following meanings:
Contract means the particular conditions for the sale of goods and/or services by RWO GMBH to the Purchaser or, if there shall be none, RWO GMBH ’s quotation and, when applicable, the written confirmation of order (in either case including their appendices).
Purchaser/Buyer means the company, entity or individual described in the Contract as purchaser/buyer of goods and/or services.
Seller means the company issuing the invoice in respect of the Products.
Conditions means these Conditions of Sale.
Products means any products agreed in the Contract to be supplied to Purchaser by the Seller (including any part or parts of them).
Services means the services agreed in the Contract to be supplied to Purchaser by the Seller (including any part or parts of them).
EULA means any End User License Agreement or similar document used to license or supply Products or Services to the Purchaser.
Incoterms means the international rules for the interpretation of trade terms of International Chamber of Commerce as in force at the date when the Contract is made
Order means each individual purchase order or independent order subject to separate fulfillment whether delivered in one or several installments.
Party/Parties refer to RWO GMBH and/or the Purchaser, as the case shall be.
Specifications means the technical definition and/or description stipulated in the Contract or, in the absence of such stipulation and for all aspects not covered therein, RWO GMBH’s technical definition and/or description in force at the date of the Contract.
Confidential information means any information in any form relating to our technology, business or affairs or those of our affiliates which is either marked as confidential or is confidential by its nature that is disclosed by RWO GMBH to the Purchaser or is obtained by the Purchaser in connection with a Contract whether disclosed before, on or after the date of a Contract and includes any data provided in connection with any the Products or Services.
Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, moral rights, and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
In case of contradiction the order of precedence shall be as follows:
- General Conditions of Sale
- EULA (if applicable)
2.1. Unless otherwise stated, quotations are valid for acceptance within thirty (30) days from their issuance and are subject to confirmation by RWO GMBH at the time of such acceptance. RWO GMBH may withdraw a quote by notice to the Buyer.
2.2. Quotations are submitted for acceptance as a whole based on all their terms and conditions and any reduction or increase in the quoted scope of supply may result in a variation in the price.
2.3. Quantity, Description and Use: The quantity and description of Products or Services ordered shall be as set out in RWO GMBH’s quote. RWO GMBH reserves the right to make any changes to the specifications or range of Products and Services or frequency of supply at any time without prior notice. The Buyer agrees to use Products and Services and to store Products only in accordance with any instructions RWO GMBH provides.
3.ENTIRE AGREEMENT, VARIATIONS, SUSPENSION AND CANCELLATION
3.1. Unless otherwise expressly agreed in writing by RWO GMBH the present General Terms and Conditions of Sale shall be deemed incorporated in all quotations and Contracts for the sale of goods and services by RWO GMBH to the Purchaser. Together with any other warranties, terms, conditions and representations expressly referred to in the Contract and forming part thereof, they represent the complete agreement of RWO GMBH and the Purchaser regarding the sale of goods and services, superseding all previous agreements, arrangements and understandings, if any, in relation to such sale. There are no promises, terms, conditions, oral or written, express or implied, other than these General Terms and Conditions of Sale and those contained or expressly referred to in the Contract. Any terms or conditions or provisions or any document which conflict with or modify or are in addition to the Contract not signed by RWO GMBH shall not form part of the Contract or apply to the sale and purchase of the goods and services.
3.2. Any verbal communication resulting in variations or amendments of the original agreement between the Parties shall be reviewed by the seller’s and/or purchaser’s representatives and shall not be effective unless mutually approved by the Parties and thus documented in writing bearing signatures.
3.3. Any variations of the General Terms and Conditions (including by way of changes to the drawings or otherwise), cancelled or suspended except with the approval in writing of both Parties and the effective date of such amendment, cancellation or suspension shall be the date of its written acceptance by both Parties. The Purchaser shall be liable to reimburse RWO GMBH for any costs or expenses incurred by RWO GMBH as a result of such variation, cancellation or suspension upon receipt of a statement from RWO GMBH regarding same. Cancellation charges shall in no event exceed the price of the items cancelled.
3.4. RWO GMBH’s catalogue, brochures, price lists, reports and recommendations, whether in electronic or any other form, do not constitute offers made by RWO GMBH. All information and data contained therein shall be binding on RWO GMBH only to the extent that they are by reference expressly incorporated in the Contract.
3.5. RWO GMBH may deliver Products or Services by separate instalments. Each separate instalment constitutes a separate Contract and may be invoiced separately and must be paid for in accordance with the agreed terms
Once RWO GMBH have acknowledged an order the Buyer may not cancel it unless RWO GMBH agree in writing. RWO GMBH may require the Buyer to meet costs incurred because of the cancellation.
4. DRAWINGS AND TECHNICAL DOCUMENTATION
4.1. RWO GMBH reserves the right to make any necessary alterations to the drawings and technical documentation relating to the goods without prior notice.
4.2. All weight data shall be considered as approximate indications only, unless expressly confirmed as binding by RWO GMBH with the limitation of possible available resources. All samples, drawings, descriptive matter, specifications and advertising issued by Seller and any descriptions or illustrations contained in Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract and this is not a sale by sample.
4.3. RWO GMBH shall, within the time specified in the particular conditions of sale, provide information and drawings which are necessary to permit the Purchaser to operate and maintain the goods. RWO GMBH shall not be obliged to provide manufacturing drawings for the goods or for spare parts. Unless agreed otherwise by the Parties, the information and drawings shall be in English.
5. DELIVERY AND RISK
5.1. The goods shall be delivered in accordance with the rules and regulations laid down in Incoterms 2020, EXW Rethem, Germany, unless agreed otherwise by the Parties in the relevant Contract, if any, and the title and risk in the goods shall pass accordingly.
5.2. RWO GMBH accepts no responsibility and/or liability for losses caused by delays in delivery, unless previously agreed upon in writing by the Parties and when it can be proved that the delay is solely RWO GMBH’s fault.
5.3. If the Purchaser fails to take delivery of any of the equipment or any other product which is part of RWO GMBH’s range of products, on the date agreed to in the Contract, it shall be liable to RWO GMBH for any loss occasioned by such failure or refusal or any charges thereby incurred by RWO GMBH and a charge of 1.5% of the price of such goods per month for their care and custody. Failure by the Purchaser to issue applicable payment guarantee (letter of credit, bank guarantee, etc.) as per the agreed dates shall have the same consequences.
6. INSTALLATION AND COMMISSIONING
6.1. Installation of equipment or parts shall be performed by Buyer in accordance with RWO GMBH’s instructions and procedures. RWO GMBH may supervise the installation, pre-commissioning and commissioning of the equipment at day rates and expenses to be agreed. All consumables and support shall be on Buyer’s account.
6.2. If commissioning of goods is agreed, the Purchaser shall give at least three (3) weeks prior notice of the commissioning date. If the Purchaser fails to do so, RWO GMBH cannot guarantee resources to be available at the requested time. A pre-commissioning report shall be prepared by the Purchaser and returned to RWO GMBH. RWO GMBH must receive the report before any engineers or technicians are sent to the site. Costs incurred by RWO GMBH due to the system not being ready despite a report to that effect shall be charged by RWO GMBH to the Purchaser.
7.1. Unless otherwise stated in the Contract, prices are net, EXW Rethem, Germany. Insurance, carriage costs and other costs, if any, will be charged additionally. Value Added Tax and similar taxes, levies or duties will be added at appropriate rate, where applicable.
7.2. The price for installation of the goods is not included in the purchase price unless expressly stated to the contrary in the Contract, if any.
7.3. RWO GMBH reserves the right to increase the price by the amount of increased costs due to changes, corrections or alterations by the Purchaser to the Specifications, information, terms and conditions on which the Contract was based or due to interruptions, delays, errors or mistakes affecting the installation or commissioning and for which RWO GMBH is not responsible. In case of error based on ‘Client’s Specifications’ any extra cost that may arise as a result of that shall be borne by the Buyer subject to the price schedule contained in the Contract, if any. RWO GMBH may also increase prices to cover any increases due to market / external environment conditions which affect RWO GMBH at the date of dispatch.
8. Delivery, Risk and Property
8.1. Unless otherwise agreed in writing by the Buyer, RWO GMBH shall deliver Products to the address specified by the Buyer within the agreed timeframe.
8.2. If RWO GMBH is delivering Products, RWO GMBH will be responsible for any damage or loss in transit provided that the Buyer notifies RWO GMBH (or RWO GMBH’s carrier if applicable) within 7 days of delivery (or the expected delivery date in the event of non-delivery). RWO GMBH will then repair or replace any lost or damaged Product. If the Buyer does not notify RWO GMBH within the above agreed period, the Buyer will be deemed to have accepted the Products delivered.
8.3. Where Products are supplied for export from Germany, the Buyer must comply with any legislation about the import of Products into the country of destination and the export and re-export of the Products and the Buyer is solely responsible for the payment of any duties involved in any part of the transiting process.
The Buyer shall become the owner of a Product when RWO GMBH has received payment in full.
9. COMPENSATION AND PAYMENT
9.1. RWO GMBH shall be compensated in accordance with the prices, rates, payment terms and credit terms contained in the Contract or in the Purchase Order.
9.2. If applicable, correct payment guarantee (letter of credit, bank guarantee, etc.) shall be received by RWO GMBH prior to the time of delivery as specified in the Contract. The applicable payment guarantee shall be irrevocable, confirmed and payable on unconditional first demand. All charges for confirmation and amendments shall be for the account of the applicant.
9.3. The Purchaser shall not withhold any part of the price whether by reason of set-off, counterclaim or for any other reason. Payment shall be deemed effective when full payment in the agreed currency has been made freely available to RWO GMBH.
9.4. Payment shall also be made if unimportant parts or documents are missing which do not prevent the goods from being used.
9.5. If any payment under the Contract shall become overdue, RWO GMBH may (without prejudice to any of its other rights) charge interests on the overdue amount at RWO GMBH of one percent (1%) per calendar month from the first day of delay. Payment of such interest does not release the Purchaser from its obligation to make payments on the agreed dates and terms.
9.6. Furthermore, in case of late payment, RWO GMBH may, after having notified the Purchaser in writing, suspend its performance of the Contract until it receives payment.
9.7 All bank charges are on Purchaser’s account and are not included in the price. Payment shall be made in the currency and in the manner indicated in the relevant invoice.
10. FINANCIAL RISK
10.1 If the Purchaser makes any composition or arrangement with creditors, or goes into liquidation, or if a receiver or administrative receiver is appointed in respect of all or any of the Purchaser’s assets or if the Purchaser fails duly to pay for any goods or if any other insolvency proceeding or event is commenced or occurs in relation to the Purchaser or if the financial circumstances of the Purchaser do not justify the payment terms previously agreed, RWO GMBH may either require payment in cash of all or the full outstanding balance of the price before dispatch of the goods remaining to be delivered or may cancel further deliveries and services without prejudice to any other rights or remedies of RWO GMBH.
11. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
11.1. All drawings and technical documentation and generally all intellectual and industrial property rights relating to the goods or their manufacture, installation or commissioning submitted by RWO GMBH, prior or subsequent to the formation of the Contract shall remain the property of RWO GMBH and shall not, without the written consent of RWO GMBH, be used for any other purpose than that for which they were provided. They may not, without the consent of RWO GMBH, otherwise be used or copied, reproduced, transmitted or communicated to a third party (except to the end customer of the goods as disclosed by the Purchaser and agreed to in the Contract) or be used for the manufacture, design or any other unauthorized purpose, unless expressly accepted by RWO GMBH.
11.2. RWO GMBH (or the people licensing or supplying RWO GMBH) will retain the Intellectual Property Rights in Products and Services provided to the Buyer and in all documents supplied to the Buyer by RWO GMBH and in any developments and enhancements. In relation to Software, if applicable, the Buyer is only buying the media on which the Software is recorded.Any license to use the Software shall not carry the right to grant sublicenses and shall be non-transferable to third parties. For the avoidance of doubt title to, copyright in and ownership of any intellectual property (including but not limited to designs, models, data, documents, patents, copyrights, discoveries, inventions, native files) shall remain the property of the RWO GMBH
11.3. The Buyer will not copy, reproduce, translate, adapt, vary or modify any Products or Services.
11.4. The Buyer agrees to give RWO GMBH reasonable assistance in relation to the protection of the Intellectual Property Rights.
12. RETURN OF GOODS
12.1. Goods supplied in agreed quantity and quality may only be returned to RWO GMBH if preliminary agreement to do so exists. Unless otherwise stated in such agreement, goods will be credited with invoiced price minus twenty percent (20%) to cover administrative expenses and inspection. RWO GMBH reserves the right to further deduct costs for special technical inspection and/or to repair the goods when deemed necessary.