General Terms and Conditions of Purchase

§ 1 General – Scope of application

(1) Our Terms and Conditions of Purchase shall apply exclusively; we do not recognize any terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept the Supplier’s delivery without reservation in the knowledge that the Supplier’s terms and conditions conflict with or deviate from our Terms and Conditions of Purchase.

(2) All agreements made between us and the supplier for the purpose of executing this contract must be set out in writing in this contract.

(3) These Terms and Conditions shall apply to all future individual contracts between Buyer and Seller to the exclusion of any other general contractual terms and conditions.
Our Terms and Conditions of Purchase shall only apply to entrepreneurs pursuant to § 310 para. 1 BGB (GERMAN CIVIL CODE).

§ 2 Offer – Offer documents

(1) The supplier is obliged to accept our order within a period of 3 working days. An order confirmation with a delivery date will be issued.

(2) We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for production based on our order; after completion of the order they are to be returned to us unsolicited. They must be kept secret from third parties; in this respect, the provisions of § 9 para. (5).

§ 3 Goods and packaging material

Unless otherwise stipulated in this clause, the other provisions of the Terms and Conditions of Purchase shall also apply.

(1) The Supplier warrants that the delivered goods are true to sample and comply with the contractual agreements. If no specific quality criteria have been agreed, the goods must at least be of standard commercial quality. The quality and quantity details and other specifications contained in the order must be complied with.

(2) The supplier shall be responsible for the marketability of the products both in the country of production and on the sales markets made known to him by RAU GmbH.

(3) The supplier guarantees that the contractual products comply with the agreed specifications. We must be notified in writing immediately and in good time before the planned implementation of any changes to the products and packaging changes that deviate from the product specifications agreed by us with the supplier. Such changes shall require our express written consent, unless the intended changes are required by law.

(4) The supplier guarantees proper and complete control of the contractual products during the course of production. He is obliged to ensure that the contractual products comply with the applicable legal situation and the current state of the art.

(5) The supplier guarantees the continuous and complete traceability of the contractual goods delivered by it in accordance with the applicable statutory provisions. The supplier shall be obliged to provide us with the necessary information on the contractual products in writing immediately upon request.

§ 4 Prices – Terms of payment

(1) The price stated in the order is binding. In the absence of any written agreement to the contrary, the price shall include delivery “free domicile”, including packaging. The return of the packaging requires special agreement.

(2) The statutory value added tax is included in the price.

(3) We can only process invoices if these – in accordance with the specifications in our order – state the order number shown there; the supplier is responsible for all consequences arising from non-compliance with this obligation, unless he can prove that he is not responsible for them.

(4) Unless otherwise agreed in writing, we shall pay the purchase price within 20 days, calculated from delivery and receipt of invoice, with a 2% discount or net within 30 days of receipt of invoice.

(5) We shall be entitled to set-off and retention rights to the extent permitted by law.

§ 5 Delivery time

(1) The delivery time stated in the order is binding.

(2) The supplier is obliged to inform us immediately in writing if circumstances arise or become apparent to him which indicate that the agreed delivery time cannot be met.

(3) In the event of a delay in delivery, we shall be entitled to demand liquidated damages for delay in the amount of 1% of the delivery value per completed week, but not more than 10%; we reserve the right to assert further claims (rescission and damages in lieu of performance). The supplier has the right to prove to us that no damage or significantly less damage has been incurred as a result of the delay.

§ 6 Transfer of risk – documents

(1) Unless otherwise agreed in writing, delivery shall be free domicile.

(2) The supplier shall be obliged to state our exact order number on all shipping documents and delivery bills; if he fails to do so, we shall not be responsible for the resulting delays in processing.

§ 7 Inspection for defects – Liability for defects

(1) We are obliged to inspect the goods for any deviations in quality and quantity within a reasonable period of time; the complaint shall be deemed to have been made in good time if it is received by the supplier within a period of 10 working days, calculated from receipt of the goods or, in the case of hidden defects, from discovery.

(2) We shall be entitled to the statutory claims for defects in full; in any case, we shall be entitled to demand that the supplier either rectify the defect or deliver a new item, at our discretion. We expressly reserve the right to claim damages, in particular damages in lieu of performance.

(3) We are entitled to remedy the defect ourselves at the supplier’s expense if the supplier is in default.

(4) The limitation period is 36 months, calculated from the transfer of risk, unless the mandatory provisions of §§ 478, 479 BGB apply.

§ 8 Product liability – Indemnification – Liability insurance cover

(1) Insofar as the supplier is responsible for product damage, he shall be obliged to indemnify us against claims for damages by third parties upon first request to the extent that the cause lies within his sphere of control and organization and he himself is liable in relation to third parties.

(2) Within the scope of his liability for cases of damage within the meaning of para. (1), the supplier shall also be obliged to reimburse any expenses pursuant to §§ 683, 670 BGB or pursuant to §§ 830, 840, 426 BGB arising from or in connection with a recall campaign carried out by us. We shall inform the supplier of the content and scope of the recall measures to be carried out – as far as possible and reasonable – and give him the opportunity to comment. Other statutory claims remain unaffected.

(3) The supplier undertakes to maintain product liability insurance with a lump sum cover of € 2 million per personal injury / property damage; if we are entitled to further claims for damages, these shall remain unaffected.

§ 9 Property rights

(1) The supplier warrants that no third-party rights are infringed in connection with its delivery.

(2) If claims are asserted against us by a third party for this reason, the supplier shall be obliged to indemnify us against these claims upon first written request; we shall not be entitled to make any agreements with the third party – without the supplier’s consent – in particular to conclude a settlement.

(3) The supplier’s obligation to indemnify relates to all expenses necessarily incurred by us from or in connection with the claim by a third party.

(4) The limitation period is 36 months, calculated from the transfer of risk.

§ 10 Retention of title – Provision of materials – Tools – Confidentiality

(1) If we provide parts to the supplier, we reserve the right of ownership to these parts. Processing or transformation by the supplier shall be carried out on our behalf. If our reserved goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our item (purchase price plus VAT) to the other processed items at the time of processing.

(2) If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the supplier’s item is to be regarded as the main item, it is agreed that the supplier shall transfer co-ownership to us on a pro rata basis; the supplier shall hold the sole ownership or co-ownership for us.

(3) We reserve title to tools; the supplier is further obliged to use the tools exclusively for the manufacture of the goods ordered by us. The supplier is obliged to insure the tools belonging to us at replacement value against fire, water damage and theft at his own expense. At the same time, the supplier hereby assigns to us all claims for compensation arising from this insurance; we hereby accept the assignment. The supplier is obliged to carry out any necessary maintenance and inspection work on our tools as well as all servicing and repair work at his own expense and in good time. He shall notify us immediately of any malfunctions; if he culpably fails to do so, claims for damages shall remain unaffected.

(4) To the extent that the data provided to us pursuant to para. (1) and/or para. (2) exceeds the purchase price of all our goods subject to retention of title not yet paid for by more than 10%, we shall be obliged to release the security rights at our discretion at the supplier’s request.

(5) The supplier is obliged to keep all illustrations, drawings, calculations and other documents and information received strictly confidential. They may only be disclosed to third parties with our express consent. The confidentiality obligation shall also apply after the completion of this contract; it shall expire if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known.

§ 11 Place of jurisdiction – place of performance – choice of law

(1) If the supplier is a merchant, our place of business shall be the place of jurisdiction (the place of jurisdiction is therefore Augsburg); however, we shall also be entitled to sue the supplier at the court of his place of residence.

(2) Unless otherwise stated in the order, our place of business shall be the place of performance.

(3) As far as permissible, the applicability of German law is agreed to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

Status: 01.01.2024