Terms and Conditions of Purchase

1. General Provisions

Our orders are placed exclusively subject to the following terms and conditions. The supplier’s general terms and conditions shall not be recognised, even if they are not expressly rejected. Any deviations agreed in individual cases cannot be generalised.

2. Quotation

Quotations must be provided to us free of charge and without obligation.

3. Order

Orders and any further agreements and arrangements, as well as amendments to these terms and conditions, must be made in writing on our part. The order shall be deemed to have been fully accepted unless we have received a written statement to the contrary from the supplier within one week.

4. Order Confirmation

If our orders are not confirmed within 1 week, we are no longer bound by them. Confirmation must be in writing. Amended confirmations shall be deemed a new quotation.

5. Prices, Payment

5.1 Prices quoted are fixed prices. Price increases require our consent.

5.2 Unless otherwise agreed, prices include carriage and packaging. Consignments for which, in specific, expressly agreed cases, we are required to bear all or part of the shipping costs must be transported at the most favourable shipping rates or in accordance with our dispatch regulations.

5.3 If payment is made within two weeks of receipt of the invoice and the goods have been duly received, we are entitled to a 3 per cent discount.

6. Delivery time, delivery

6.1 The agreed date/date of receipt of goods is binding. The supplier is obliged to notify us immediately upon becoming aware of any delays, stating the expected duration of the delay.

6.2 In the event of a delay, we may claim compensation at a flat rate of 0.5% for each completed week of delay, up to a maximum of 5% of the total value of the order. The supplier shall bear all additional, demonstrable costs and expenses arising from any delay in dispatch for which the supplier is responsible. Acceptance of the delayed delivery or service does not constitute a waiver of the right to compensation.

6.3 Should a delay or hindrance arise due to force majeure, the supplier is obliged to inform us as soon as possible of the circumstances and duration thereof and shall bear any loss arising from any culpable breach of this obligation.

6.4 In the event of failure to meet the delivery date, we may withdraw from the contract once a reasonable grace period has elapsed without result. The supplier shall not be entitled to claim any compensation. In all other respects, the statutory provisions shall apply.

6.5 We are entitled to refuse acceptance of goods delivered before the delivery date specified in the order and to return them at the supplier’s expense and risk or to store them with third parties.

6.6 Excess deliveries shall only be accepted if we have confirmed this in writing. Likewise, we are entitled to refuse acceptance of any excess quantity delivered in relation to the order and to return it at the supplier’s expense and risk or to store it with third parties.

6.7 Transfer of risk: The risk of accidental loss or accidental deterioration shall be borne by the supplier until acceptance by us.

7. Title

Title to the goods shall pass to us upon receipt.

8. Warranty

8.1 The limitation period for warranty claims and other claims against the supplier is two years, unless a longer period applies under the law, and begins upon acceptance of the delivered goods.

8.2 We are not obliged to inspect the goods in detail upon receipt. If defects are found during spot checks, we shall be entitled, without prejudice to any other claims, to reject the entire consignment or to inspect 100 per cent of it at the supplier’s expense and risk, and to demand replacement of the parts that are actually defective. The costs of inspecting a replacement delivery shall be borne by the supplier.

8.3 A complaint regarding a defect or an incorrect or short delivery made within two weeks shall in any event still be deemed to have been made in good time. The complaint need not be made in writing.

8.4 In the event of a defect, we are entitled to our statutory rights. Furthermore, where the supplier is at fault, the supplier is obliged to compensate us for any loss arising from the defects. In urgent cases, we are entitled, at the supplier’s expense, to remedy the defects ourselves or have them remedied. In particular, this also applies to defects identified during processing or which are rectified by us for reasons of time constraints or for the purpose of minimising damage. This is without prejudice to any further claims, unless this is unreasonable for the supplier when weighing up the interests of both parties. Any payments made by us to the supplier shall not be deemed a waiver of the right to give notice of defects.

8.5 The limitation period or warranty period for claims arising from defects or damage shall be interrupted by a written notice of defect. For parts repaired or replaced as part of rectification, a new warranty period shall commence at the time the obligation to rectify is fulfilled. Other grounds for suspension or interruption remain unaffected.

9. Third-Party Rights

The Supplier warrants that the goods supplied are free from third-party rights, in particular patents, trade marks or similar rights, including to the extent that we are aware of such third-party rights; in which case the Supplier must ensure that such rights cannot be asserted against us or our customers. The Supplier is obliged to inform us immediately if a third party asserts an infringement in relation to the goods supplied. Insofar as we are subject to a claim for injunctive relief, the Supplier shall, in the event of a culpable infringement of rights or a breach of the duty to provide information, compensate us for all damages arising from our decision, at our reasonable discretion, to suspend or cease the relevant activities, either temporarily or permanently.

10. Export Control

European legislation must be complied with on the supplier’s own responsibility in the implementation of foreign trade controls and the safeguarding of a reliable supply chain. In particular, confidentiality must be maintained regarding negotiations, the results of negotiations, confidential documents and dispatch data.

11. Product Liability

11.1 The supplier is obliged to indemnify us against all claims arising from product or manufacturer defects that originate in the goods supplied, in particular where the goods supplied do not meet the agreed or underlying requirements. The defence of our contributory negligence is excluded, unless our senior staff or authorised bodies are guilty of wilful misconduct or gross negligence in this regard.

11.2 In particular, the Supplier undertakes to bear the costs of installation, removal and recall in cases where the defective delivery demonstrably gives rise to such costs. We therefore recommend that the Supplier take out specific liability insurance with sufficiently high cover for installation and removal costs as well as recall costs. The Supplier confirms that it holds appropriate and adequate product liability insurance and undertakes to provide evidence thereof upon request.

11.3 The Supplier undertakes to ensure that the products supplied by it comply with the provisions of Regulation (EC) No 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH Regulation). The substances contained in the Supplier’s products shall, where required under the provisions of the REACH Regulation, be pre-registered or, following the expiry of the transitional periods, registered, provided that the substance is not exempt from registration.

11.4 The Supplier warrants that the products supplied by them do not contain any substances on the so-called Candidate List (Substances of Very High Concern – SVHC) in accordance with Article 59(1) and (10) of the REACH Regulation. The Supplier undertakes, in accordance with Article 33(1) of the REACH Regulation, to notify us immediately in writing if – for whatever reason – products supplied by the Supplier contain substances on the Candidate List; this applies in particular in the event of the Candidate List being extended or amended. The supplier shall specify the individual substances by name and state their mass percentage (w/w) as accurately as possible.

11.5 The Supplier undertakes to comply with Article 67 of the REACH Regulation, which restricts the manufacture, placing on the market and use of various hazardous substances as defined in Annex XVII of the REACH Regulation, both on their own and where such substances are contained in preparations and articles.

11.6 The Supplier undertakes to participate in the IMDS system. The submission of an IMDS data record forms part of a delivery, provided that the subject matter of the delivery is IMDS-relevant. The Supplier must make the IMDS data records available free of charge.

12. Production documents, tools

12.1 Drawings, plans, samples and technical specifications of any kind which we provide to the Supplier for the purpose of submitting a quotation or carrying out an order shall remain our property and may not be used by the Supplier for any other purpose, nor may they be reproduced or made available to third parties. The supplier undertakes to ensure the confidentiality of these documents by taking appropriate measures.

12.2 Goods manufactured in accordance with our documentation may only be supplied to third parties with our express written consent.

12.3 Tools for which we have paid in part or in full shall, in case of doubt, become our property upon manufacture or, at the latest, upon payment. They shall be manufactured or procured, processed and stored by the Supplier on our behalf, and insured against disasters such as fire, water damage, theft, loss and other damage at the Supplier’s expense; they must be surrendered to us upon request. The supplier is not authorised to dispose of them. In particular, the resale of parts manufactured using these tools is not permitted. The supplier undertakes to comply with the statutory provisions of the country of manufacture and distribution regarding environmental protection and safety in the manufacture and distribution of its products. Should any unauthorised substances be detected, the Supplier shall inform RUD Ketten Rieger & Dietz GmbH u. Co. KG.

13. Invoicing

The invoice must be sent in duplicate immediately after dispatch of the goods, quoting our order number and the order date.

14. Dispatch

14.1 Our dispatch regulations, including labelling and packaging requirements, must be strictly adhered to. The supplier shall be liable for all damages and costs arising from culpable non-compliance with our dispatch, labelling and packaging regulations.

14.2 Dispatch must be notified immediately after the goods have been dispatched by means of a dispatch note. A copy must be enclosed with the consignment.

15. Disruptions to acceptance

15.1 If, due to circumstances which we are unable to avert despite exercising reasonable care (e.g. operational disruption or shutdown resulting from the effects of political measures, etc.) or if, for these reasons, acceptance is no longer in our interest, we may demand a reasonable postponement of the delivery date.

15.2 In this case, the supplier may set us a reasonable deadline in writing and, upon its expiry, withdraw from the contract.

15.3 If the impediment to acceptance lasts for more than three months, we shall be entitled to withdraw from the contract.

15.4 In the cases referred to in clause 14.1, any further claims by the supplier are excluded.

16. Assignment of Rights

The assignment of claims arising from this contract by the supplier is excluded.

17. Work orders

17.1 These terms and conditions shall also apply mutatis mutandis to the performance of work orders.

17.2 When carrying out such orders on our premises, the Supplier’s fitters and workers are bound by our instructions and house rules.

18. Markings

18.1 Our markings must be affixed to the goods upon request.

18.2 The name of the manufacturer and/or supplier may only be indicated on any goods supplied or manufactured with our consent. Such consent shall apply only to the specific individual case for which it is granted; it must be given in writing.

19. Data Protection

We are entitled to process data relating to the supplier, within the meaning of the Federal Data Protection Act (BDSG) and the EU General Data Protection Regulation (GDPR), which we receive from the supplier itself or from third parties in the course of or in connection with the business relationship.

20. Environmental Protection

The Supplier undertakes to comply with all environmental legislation and RUD’s internal regulations regarding the environment and energy-efficient procurement when procuring and/or manufacturing the goods to be supplied or when providing the service.

The contractor shall ensure that services are provided in an environmentally friendly manner.

This includes the selection of sustainable services, environmentally friendly and recyclable raw materials, and energy- and resource-saving solutions.

Take-back and disposal of waste:

At the Client’s request, the Supplier is obliged to take back and properly dispose of the products and packaging supplied by them. Proof of this must be provided upon the Client’s request. The contractor may carry out the disposal themselves, have it carried out by a qualified company, or make other arrangements in consultation with the client. The engagement of a subcontractor requires the client’s consent. In this case, disposal must always be carried out by a specialist waste management company, and proof of this must also be provided upon request.

21. Place of performance, place of jurisdiction, applicable law

21.1 The place of performance for deliveries and payments, as well as for all other obligations arising from the contractual relationship, is Aalen-Unterkochen.

21.2 The place of jurisdiction for all disputes arising from the contractual relationship is Aalen/Württemberg or the Ellwangen Regional Court. We are, however, entitled to bring proceedings against the supplier before any other competent court. The agreement on the place of jurisdiction shall only apply if the supplier is a registered trader or a body governed by public law, or the claims are asserted by way of recourse proceedings, or the supplier has no general place of jurisdiction within Germany, or their place of residence or habitual abode is unknown at the time the action is brought.

21.3 The law of the Federal Republic of Germany shall apply.

22. Severability clause

Should any provision of these terms and conditions be or become invalid, the remaining provisions shall remain unaffected. Should individual provisions be challenged or become invalid, they shall be replaced by a provision that corresponds as closely as possible to the intended purpose.

^{Last updated: May 2022}