§ 1 Scope
(1) These General Terms & Conditions of RFID media GmbH shall apply to all orders placed with us by entrepreneurs, except insofar as amended by written agreement between the Parties. We will not recognize provisions deviating from or contradicting these Terms, unless otherwise agreed in writing.
(2) These General Terms & Conditions shall apply also to all future transactions with the Purchaser, insofar as relating to legal transactions of a related nature.
§ 2 Offer and contract formation
The presentation of our products on the website www.rfid-media.de does not constitute a binding offer on our part. Only the ordering of a product by the Purchaser represents a binding offer in the meaning of § 145 of the German Civil Code [BGB]. In the event that such an offer is accepted, we will send the Purchaser an order confirmation via e-mail.
§ 3 Documents provided
We retain title and copyright to all documents provided to the Purchaser in connection with the placing of an order, such as calculations, drawings, etc. These documents may not be made available to third parties except with our explicit written consent. In the event that we do not accept the Purchaser’s offer in accordance with § 2, these documents are to be promptly returned to us.
§ 4 Prices and payment
(1) Unless otherwise agreed in writing, our prices are ex works Cologne and net of currently applicable VAT (currently 19 %), not including packaging and shipment. Shipping costs incurred will be listed separately on the invoice.
(2) Excess or short deliveries of up to 2 % of the order volume may occur for technical reasons. Our claim for payment is always on the basis of the quantity actually delivered.
(3) The payment of the final invoice amount shall be made exclusively to the account of RFID media GmbH listed on the invoice. No discounts may be deducted.
(4) Unless otherwise agreed, the purchase price shall be due and payable 7 days after delivery. In the event of a default of payment, default interest in the amount of 9 percentage points above the applicable base interest rate shall be assessed. We reserve the right to assert higher default losses.
(5) Unless a fixed-price agreement was made, appropriate price changes resulting from changed labor, material, and distribution costs for deliveries made 3 months or later after conclusion of the contract may be imposed. The Purchaser shall be notified immediately of any such changes.
§ 5 Offsetting and rights of retention
The Purchaser is only entitled to offset against our claims such claims which are legally enforceable, undisputed, or have been acknowledged by us. The Purchaser is only entitled to exercise a right of retention insofar as its counterclaim arises from the same contractual relationship.
§ 6 Special terms relating to customized products
(1) RFID media GmbH is exclusively a supplier of hardware. Each individual configuration of the hardware to be supplied requires that information / templates / content be provided by the Purchaser in digital form as a basis for the desired custom configuration (print / chip encoding), in accordance with the requirements of RFID media GmbH.
(2) The Purchaser is solely responsible for the information / templates / content provided, and shall indemnify RFID media GmbH and hold it harmless against any claims by third parties, in particular against claims arising under copyright, competition, or trademark law.
(3) RFID media GmbH shall promptly inform the Purchaser of the requirements relating to print files and/or chip encoding plans promptly after order acceptance. These requirements in their most recent valid version comprise integral contractual components of the order.
(4) The Purchaser undertakes to provide the print files and/or chip encoding plans in accordance with requirements within a period of 2 weeks. Any preparatory work or reworking, optimization, or adaptation of print files and/or chip encoding plans by RFID media GmbH are excluded.
(5) RFID media GmbH shall promptly transmit to the Purchaser a release form for print and/or chip encoding, insofar as the print files and/or chip encoding plans meet the stated specifications.
(6) After consultation with the Purchaser, RFID media GmbH is entitled to produce archive, sample, and presentation copies at its own expense, and to use these accordingly. The Purchaser shall ensure as needed that, in the event of valid third-party copyrights, RFID media GmbH shall receive a right of use free of charge.
§ 7 Delivery periods
(1) Notice of delivery times will be provided on an individual basis along with order confirmation. Delivery times may vary based on the volume and type of the Purchaser’s order. All delivery times stated in price lists or advertising brochures should therefore be understood as estimates which may vary by 1-2 weeks. Delivery dates and deadlines are only binding if confirmed by us in writing.
(2) The start of the agreed delivery period assumes the timely and proper fulfillment of the Purchaser’s obligations in the event of an order for custom-designed products (§ 6). In such case, the period begins with the written approval of the order by the Purchaser using the release form for the print and/or chip encoding. Delays in issuing such approval will extend the delivery period accordingly. The right to raise objection in case non-performance under the contract is reserved.
(3) If the Purchaser is in default of acceptance or culpably violates other obligations of cooperation, we are entitled to demand reimbursement of any losses incurred as a result, including any additional costs. The right to assert further claims is reserved. Insofar as the above conditions are met, the risk of accidental loss or deterioration of the goods transfers to the Purchaser at the time the latter is in default of acceptance or payment.
(4) In the event of a delay in delivery not resulting from a tortious or grossly negligent act on our part, we shall be liable to pay compensation for late delivery in the form of a flat late charge of 0.5 % of the delivery value of the goods for each full week of the delay, up to a maximum of 5 % of the delivery value.
(5) Further statutory claims and rights of the Purchaser arising from delayed delivery remain unaffected.
(6) Insofar as delivery fails or is not made in accordance with the contract, the Purchaser must set a deadline for subsequent performance; otherwise, the Purchaser is not entitled to rescind the contract.
§ 8 Transfer of risk upon shipment
If the goods are shipped to the Purchaser at the latter’s request, the risk of accidental loss or deterioration of the goods transfers to the Purchaser upon shipment, at the latest upon the departure of the shipment from the plant/warehouse in Cologne. This shall apply regardless of whether the goods are shipped from the place of fulfillment, or how the shipping costs are allocated.
§ 9 Reservation of title
(1) We reserve title to the goods delivered until all claims arising from the delivery contract have been paid in full. This applies also with regard to all future deliveries, even if not explicitly stated in the relevant delivery contracts. We are entitled to repossess the purchased goods if the Purchaser violates its contractual obligations. The goods delivered as well as goods subject to reservation of title in accordance with the following provisions are referred to herein as “goods subject to reservation of title”.
(2) The Purchaser is obligated to treat with care the goods subject to reservation of title until such time as title transfers to the Purchaser. The Purchaser stores the goods subject to reservation with title on our behalf and free of charge. If maintenance and inspection work is necessary, the Purchaser shall perform such work at its own expense in a timely manner. Until title has transferred to the Purchaser, the Purchaser shall be obligated to promptly inform us in writing if the goods subject to reservation of title are seized, attached, or otherwise subject to the interference of third parties. Insofar as such third party are unable to reimburse us for the court and out-of-court costs of a legal action in accordance with Sec. 771 of the Code of Civil Procedure [Zivilprozessordnung, ZPO], the Purchaser shall be liable for any losses we may incur as a result.
(3) If the Purchaser subjects the goods subject to reservation of title to further processing, it is agreed that such processing is carried out in the name and for the account for RFID media GmbH as the manufacturer, and that we shall directly acquire title to the newly created goods (or, if such processing combines goods from several owners or the value of the goods after processing is greater than that of the goods subject to reservation of title, joint title to such goods (fractional ownership)) in the ratio of the value of the goods subject to reservation of title to the value of the newly created goods. In the event that no such acquisition of title in our favor occurs, the Purchaser hereby assigns its future title or – in the ratio mentioned above – joint title to us by way of security. If the goods subject to reservation of title are combined or inseparably mixed with other goods to form a uniform good, and if another good is the primary good, the Purchaser shall assign to us joint ownership to the uniform good in the ratio mentioned above, insofar as it holds title to the primary good.
(4) The Purchaser is entitled to sell on the goods subject to reservation of title in the normal course of its business. Purchaser hereby assigns to us its claims from the further sale of the goods subject to reservation of title – or, in the case of joint title of the Purchaser to the goods subject to reservation of title, a share corresponding to the portion of the joint title – in the amount of the invoice total amount agreed with us (including VAT). The same shall apply for other claims which supersede the goods subject to reservation of title or which otherwise accrue with regard to the goods subject to reservation of title, such as insurance claims or tort claims in the event of loss or destruction. We revocably authorize the Purchaser to collect in its own name the claims assigned to us. We may only revoke this collection authorization in collateral realization [Verwertungsfall]. This assignment is valid regardless of whether the goods were sold on without or after further processing. The Purchaser remains entitled to collect on the claim even after assignment. Our power to collect on the claim ourselves remains unaffected. However, we will not collect on the claim for as long as the Purchaser continues to fulfill its payment obligations from the proceeds collected, is not in default of payment, and, in particular, no application for the opening of insolvency proceedings has been made or suspension of payment has occurred.
(5) We undertake to release the securities to which we are entitled at the Purchaser’s request, insofar as their value exceeds the claims to be secured by more than 20 %.
(6) If third parties access the goods subject to reservation of title, in particular by way of attachment, the Purchaser shall immediately inform such third parties of our title and inform us thereof in order to enable the Purchaser to enforce its ownership rights. Insofar as such third party is unable to reimburse us for the ensuing court and out-of-court costs, the Purchaser shall be liable to us for such costs.
(7) In the event that we rescind the contract due to the Purchaser violating the terms of the contract, in particular by defaulting on payment (collateral realization), we are entitled to demand the surrender of the goods subject to reservation of title.
§ 10 Warranty claims, notification of defects, and recourse/manufacturer regress
(1) The Purchaser may only assert warranty claims if it has properly complied with its obligations of inspection and defect notification in accordance with § 377 of the Commercial Code [HGB].
(2) Claims for defects shall expire 12 months after the delivery of our products to the Purchaser. Our consent must be obtained prior to any return shipment of purchased goods.
(3) If, despite all due care being taken, the delivered goods should contain a defect already present at the time of the transfer of risk, we shall – subject to timely notification of the defect in accordance with § 377 HGB – make supplementary performance in the form of reworking or redelivery, at our option. We must always be granted an opportunity to make supplementary performance within a reasonable period. Recourse claims are unaffected by this provision, without restriction.
(4) With regard to custom-designed products (§ 6), the following is clearly stated: Prints are made in accordance with the state of the technical art. Processing traces, color differences, and minor deviations from the master may occur as a result of the materials and processes used. Such deviations do not constitute defects entitling the Purchaser to assert warranty claims.
(5) We note furthermore, that orders of RFID microchips may contain a production-related rate of occasionally defective chips.
(6) In order to check the asserted defect claims, the Purchaser shall be obligated to send back to us all allegedly defective RFID microchips. In the case of justified defect notifications, the costs of return shipment shall be reimbursed by RFID media GmbH.
(7) In the event of the failure of supplementary performance, the Purchaser may rescind the contract or reduce the payment price.
(8) No defect claims are established by insignificant deviations from the agreed qualities and characteristics, insignificant impairment of functionality, normal wear and tear, or damage incurred after the transfer of risk in consequence of improper or negligent handling, excessive strain, improper manufacturing equipment, poor construction work, unsuitable building ground, or extraordinary external influences not specified by the contract. If the Purchaser or a third party performs improper maintenance work or modifications, no defect claims may be asserted for these and the consequences.
(9) The Purchaser may not assert claims for expenses incurred in the course of supplementary performance, in particular transport, labor, and material costs and road charges, insofar as the Purchaser’s expenses increased because the goods supplied by us were subsequently moved to a location other than that of the Purchaser’s business premises, unless such a move was in accordance with the intended use of the goods.
(10) Recourse claims against us by the Purchaser may be asserted only insofar as the Purchaser has entered into no agreements with its customers whose scope exceeds the mandatory statutory defect warranties. In addition, Clause 7 applies correspondingly with regard to the scope of the Purchaser’s recourse claims against the supplier.
§ 11 Liability
(1) We shall assume liability for losses resulting from tortious acts or omissions or gross negligence. We shall also be liable for the negligent violation of obligations, the fulfillment of which is necessary for the proper achievement of the purpose of the contract, and compliance with which can be relied upon by the customer. However, in this latter case, we shall only be liable for losses typical and foreseeable given the contract in question. We are not liable for the violation as a result of simple negligence of obligations other than those specified in the preceding sentences. These exclusions of liability shall not apply in cases of loss of life, physical injury, or injury to health. Liability under the Product Liability Law shall remain unaffected.
(2) The user of the RFID microchips must test their functionality prior to use and ensure that the chips are suitable and functional for their intended use. We are not liable for losses resulting from the use of RFID microchips supplied by us if the Purchaser has failed to comply with its obligations of cooperation as required by § 11 Para. 2, Sentence 1.
(3) We are not liable for losses resulting from the use of defective RFID microchips (see § 10 Para. 5).
§ 12 Other provisions
(1) This contract and the entirety of the legal relationship between the Parties shall be governed by the laws of the Federal Republic of Germany. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (UN CISG) shall not apply.
(2) The place of fulfillment and exclusive place of jurisdiction for all disputes arising under or in relation to this contract shall be the location of our registered office, unless otherwise stated in our order confirmation notice.
(3) All agreements made between the Parties regarding the performance of this contract are contained in this contract in writing.
(4) Should individual provisions of this contract be invalid, or should the contract be found to contain a gap, the remaining provisions shall not be affected thereby.