General Terms of Sale and Delivery


as per February 2017

  1. Scope
    1. The following General Terms of Sale and Delivery (hereinafter: “TSD“) of Louis Renner GmbH (hereinafter: “Renner“ or “we“) apply exclusively for entrepreneurs as defined in Sec. 14 (1) German Civil Code (Bürgerliches Gesetzbuch, BGB), legal entities under public law and special funds under public law as defined in Sec. 310 (1) BGB (hereinafter: “Customer“). They also apply for all future business relations with the Customer. This applies even if the TSD are not explicitly agreed upon again.
    2. Any terms and conditions of the Customer that are conflicting with or deviating from the TSD of Renner are not accepted, unless Renner confirmed their application in writing. The TSD of Renner shall also apply, if Renner delivers or performs services to the Customer unconditionally despite knowing the Customer’s terms that are conflicting with or deviating from these TSD.
  2. Offer and Conclusion of Contract
    1. If an order of the Customer qualifies as offer pursuant to Sec. 145 BGB, Renner may accept such offer within two weeks from the receipt thereof by confirming the offer.
    2. Unless otherwise agreed, cost estimates of Renner are subject to change and non-binding. In case of a concrete offer provided by Renner, such offer shall be binding for the period specified in the offer, or – if no such period is specified – for a period of four weeks following the receipt of the offer.
    3. Unless otherwise agreed, a contract between Renner and the Customer only takes effect with the receipt of Renner’s confirmation of the order. The dispatch of an invoice is equal to an order confirmation.
    4. The documents and information provided by Renner, such as illustrations, drawings, weights and measurements, are only binding, if Renner expressly specifies them in the order confirmation as integral part of the contract or explicitly refers to them in the order confirmation.
  3. Provided Documents, Tools
    1. Renner reserves all property rights and copyrights in the documents provided to the Customer with respect to the placed order, such as cost estimates, drawings, etc. These documents may only be made accessible for any third party after explicit written consent of Renner and have to be returned immediately, if no order is awarded to Renner. Sentences 1 and 2 shall apply accordingly for the Customer’s documents; however, these documents may be disclosed to those third parties to whom Renner has admissibly assigned deliveries (also partially) or services.
    2. Tools remain the property of Renner. Any pro rata costs for the tools paid by the Customer will be charged at cost price. Against payment of the pro rata costs for the tools Renner undertakes not to render deliveries to any third party with these tools without the Customer’s consent. If after expiration of five years no further deliveries were effected with the use of the existing tools, Renner is entitled to destroy them.
  4. Prices and Terms of Payment
    1. Unless otherwise agreed, our prices are ex Dachau without freight, packaging, customs, insurance, and plus VAT with the then applicable rate.
    2. Payments shall be made free of charge to the paying office of Renner. Deduction of a discount is only admissible if expressly agreed in writing.
    3. Unless otherwise provided in the respective contract or by law, the compensation is payable immediately with delivery or rendering of the service. The Customer is automatically in default after expiration of 30 days upon maturity and receipt of the invoice.
    4. Default interest can be charged in an amount of not more than nine percentage points above the respective base interest rate p.a. It remains reserved to assert higher default damage.
    5. If no fixed price agreement was made, appropriate price adjustments because of changed wage, material, and selling expenses for deliveries that are made four months or more after the conclusion of the contract are reserved.
  5. Offsetting and Rights of Retention
    1. The Customer is only entitled to offsetting, if the Customer’s counter-claim has been recognized by final judgment or is undisputed.
    2. The Customer may only exercise their right of retention, if the Customer’s counter-claim is based on the same legal relationship.
  6. Delivery and Acceptance, Passing of Risk
    1. Unless otherwise provided in the contract, the delivery or services are agreed ex works.
    2. Partial deliveries are admissible to the extent that they are reasonable for the Customer.
    3. The Customer may not refuse excess or short deliveries of up to 10% of the agreed delivery quantities. In case of accordingly admissible excess or short deliveries the agreed compensation will be adjusted correspondingly.
    4. The Customer may not refuse acceptance of the delivery because of insignificant defects.
    5. The risk passes to the Customer directly ex works. If the Customer is in default of acceptance, or if the collection or dispatch of the delivery is delayed because of reasons that fall under the Customer’s responsibility, the risk passes to the Customer as well.
  7. Delivery Periods and Delivery Dates, Default
    1. Agreed delivery dates refer to the time of the delivery ex works.
    2. The compliance with agreed delivery dates requires that all documents, necessary authorizations and approvals, particularly plans and tools, to be delivered by the Customer are received in due course, and that the agreed terms of payment and further obligations are complied with by the Customer. If these preconditions are not fulfilled in a timely manner, the delivery periods will extend adequately; this does not apply if Renner is responsible for the delays occurred.
    3. If non-compliance with the deadlines is due to force majeure events, e.g. war, threat of war, riot or similar events, such as strike or lockout, Renner is entitled to postpone the delivery or service performance by the duration of such disturbance.
    4. If Renner is in default, thus causing damage to the Customer, the liability defined in clause XII. will apply. Other than stipulated in clause XII. 2, the liability for the contract-typical foreseeable damage is limited to 0.5% for each completed week of default, in total to not more than 5% of the net price of the part of the delivery which could not be put into the intended operation because of the default.
    5. If Renner is in default and the Customer grants Renner an appropriate deadline for performance in writing with threat of refusal, the Customer is entitled to rescind the contract, if such deadline expires without result. The deadline must be at least eight weeks.
    6. If the Customer is in default of acceptance or violates any other obligations to cooperate, Renner is entitled to exercise all rights provided by law, particularly to request reimbursement of the additional expenses caused thereby and to rescind the contract after expiration of a granted adequate period for remedial action without result. In addition, Renner reserves the right to otherwise dispose of the merchandise and to deliver to or perform for the Customer with a correspondingly extended delivery period after the expiration of a granted adequate period for accepting the delivery or services without result.
    7. If the dispatch or delivery are delayed by more than one month after the announcement of the readiness for delivery on the Customer’s request, the Customer can be charged storage fees for each commenced month of at least 0.5% of the net price of the merchandise, however, not more than 10% of the net price of the merchandise. The proof of higher or lower storage costs remains unaffected for the contractual parties.
    8. In case of “framework agreements“, the Customer is obliged to call up the agreed total purchase at the latest at the agreed final acceptance date. If the Customer fails to fetch the merchandise in violation of this obligation, Renner is entitled to dispatch the goods to the Customer after expiration of an adequate grace period for fetching the goods, without prejudice to Renner’s right of storing the goods that were not called up in accordance with clause VII. 7. above at the Customer’s expenses.
    9. For the supply to consignment warehouses, the provisions to be agreed upon separately between the parties shall have precedence over the provisions in clause VII. of these TSD.
  8. Retention of Title
    1. Renner retains the ownership of the delivered goods until all claims have been fulfilled, which exist with respect to the Customer at the time of conclusion of the contract based on the mutual business relations. This applies for future claims as well that Renner is entitled to from the ongoing business relation with the Customer.
    2. In case of culpable behavior of the Customer in violation of the contract, particularly in case of default in payment, Renner is entitled to take back the goods. The taking back of the goods does not constitute a rescission from the contract, unless Renner expressly declared that in writing.
    3. The Customer may not seize or assign the goods as security before the passing of the title.
    4. A processing or transforming of the goods by the Customer is always carried out for Renner. If the goods are processed with other objects that are not the ownership of Renner, Renner acquires co-ownership in the new object in proportion of the value of the good to the other processed objects at the time of processing. For the object produced by way of such processing the same applies as for goods delivered under reservation. If the good is inseparably mixed with other objects that are not the ownership of Renner, Renner acquires the co-ownership in the new object in the proportion of the value of the goods to the value of the other mixed objects at the time of such mixing. If mixing is implemented in such a manner that the Customer’s object is to be regarded as main object, it is agreed that the Customer will assign to Renner the proportionate co-ownership. The Customer will keep for Renner the sole ownership or co-ownership produced in this way.
    5. In case of seizures or other interventions by third parties regarding the sold goods, the Customer will point to the ownership of Renner and immediately notify Renner accordingly in order to give Renner the opportunity to file an action of intervention pursuant to Sec. 771 German Code of Civil Procedure (Zivilprozessordnung ZPO). If the third party is not able to reimburse the court costs and the out-of-court expenses to Renner that are incurred by Renner for the assertion of Renner’s property rights, the Customer shall be liable in this respect.
    6. Renner undertakes to release the collateral Renner is entitled to on Customer’s request to the extent that the realizable value of the collateral exceeds the claims to be secured by more than 20%. Renner may at their own discretion select the collateral to be released.
  9. Duty to Examine and Give Notice of Defects
    1. The Customer is obliged to immediately inspect the delivered goods with reasonable care and examine the properties of the goods, where necessary by means of test processing, and to immediately reprimand in writing all visible defects within five (5) working days from the receipt of the goods. Latent defects have to be notified in the same way once they were determined under the circumstances of a proper course of business. Otherwise, the goods are deemed as accepted unconditionally. Possibly existing further obligations of the Customer stipulated in Sec. 377 of the German Commercial Code (Handelsgesetzbuch, HGB) remain unaffected.
  10. Warranty for Defects of Title
    1. If the intended use of the goods delivered by Renner leads to the infringement of industrial property rights or copyrights that already existed at the time of the passing of the risk (legal violation), or if there is any other defect of title associated with the delivered goods at that time (collectively: defects of title), Renner shall at their own costs arrange for the right to use the goods as intended or modify the goods in a way that is acceptable for the Customer, so that the defect of title does no longer exist, subject to the due notice of defect stipulated in clause IX. If this is not possible under economically adequate conditions or within an appropriate time period, compared to the real value of the goods, the Customer is entitled to rescind the contract or to reduce the price. Renner is also entitled to such rescission from the contract under the conditions specified above.
    2. The obligations and rights stipulated in clause X.1. are conclusive for cases of defects of title, subject to the provisions in clause XII.
    3. The rights according to clause X.1. do not apply, if and insofar as (i) the Customer fails to immediately notify Renner of the respective defects of title, (ii) the Customer does not support Renner adequately in Renner’s possible attempt to remove the defect of title, particularly if the Customer does not enable Renner to implement the modification measures described in clause X.1, (iii) not all appropriate defensive measures because of a defect of title, including the out-of-court settlement with third parties, are reserved to Renner, (iv) the defect of title occurs as a consequence of an instruction or requirement of the Customer, and/or (v) if the defect of title was caused by the fact that the Customer or their customers put the goods into a condition that is not in accordance with the intended use or use the goods in a way not corresponding to the intended use.
    4. The Customer only has recourse claims against Renner insofar as the Customer has not made any agreements with their customers that exceed the statutory warranty claims. The provisions of clause XI. 4 applies accordingly for the extent of the Customer’s recourse claim against Renner.
  11. Warranty for Material Defects
    1. If the delivered goods show a material defect that already existed at the time of the passing of the risk, Renner may at their own discretion either repair the defective good - subject to the due notice of defect according to clause IX. – or supply replacement goods. Renner shall always be given the opportunity to post-perform within an appropriate period. The Customer’s right to fulfillment by themselves is excluded.
    2. Should post-performance fail, the Customer may rescind the contract or reduce the financial compensation, without prejudice to any further claims for damages under clause XII..
    3. Claims for defects do not exist in cases of only insignificant deviations from the agreed property of the goods, only insignificant impairment of their usability, natural wear or tear as well as damages that were caused by the erroneous or negligent treatment, excessive use, inappropriate materials, or special external influences that are not foreseen in the contract and that occurred after the passing of the risk. If the Customer or any third party carries out repair works or makes modifications improperly, there are no claims for defects for such measures and the consequences arising therefrom.
    4. Returns for the purpose of post-performance may only be carried out with Renner’s written approval. The risk of accidental loss or accidental deterioration passes to Renner only after the delivery to Renner at their place of business. The expenses incurred for the purpose of inspecting and post-performance, particularly transportation and material costs (not the costs for dismantling and assembly) will be borne by Renner, provided that a defect really exists. However, if the Customer’s request for removal of the defect turns out to be unjustified, Renner may require that the Customer reimburses the costs incurred to Renner in this respect.
    5. The Customer only has recourse claims against Renner insofar as the Customer has not made any agreements with their customers that exceed the statutory warranty claims. The provisions of clause XI. 4 applies accordingly for the extent of the Customer’s recourse claim against Renner.
  12. Limitation of Liability
    1. Renner has unlimited liability for intent.
    2. In case of negligently caused property and pecuniary damages Renner is only liable if any of Renner’s essential contractual obligations is violated, however, limited to the amount corresponding to the contractual-typical foreseeable damage. Essential contractual obligations are those, the fulfilment of which enables the proper execution of the contract and the compliance with which the Customer regularly may rely on (cardinal duties). The liability described in the preceding sentence 1 is limited to a maximum amount of one (1) million Euros per delivery and a maximum amount of two (2) million Euros per year. The maximum limitation of liability according to clause VII.4. also applies for default damages.
    3. The limitations or exclusions of liability according to clause XII.2. do not apply in the cases of fraudulent concealment of a defect, the assumption of a warranty, and for claims under the Product Liability Act as well as for damages caused by the violation of life, limb or health.
    4. Insofar as the liability of Renner is excluded or limited, this does also apply for the personal liability of their employees, staff members, representatives and vicarious agents.
  13. Statute of Limitation
    1. All claims for defects and liability claims of the Customer become statute-barred after 12 months.
    2. Insofar as longer periods are unalterably stipulated by law pursuant to Sec. 438 (1) no. 2 BGB, Sec. 479 (1) BGB, and Sec. 634a (1) BGB, these periods have precedence.
    3. For claims for damages in case of intent and gross negligence as well as in case of violation of life, limb and health that are based on the intentional or negligent violation of obligations on the part of Renner, in case of violations of warranties as well as in case of claims under the Product Liability Act the statutory provisions on the statute of limitation shall apply.
    4. The commencement of the statute of limitation is based on the statutory provisions.
  14. Non-Disclosure
    1. The parties mutually undertake to keep strictly confidential all trade and business secrets as well as all other technical and business information of the respective other contractual party that they get access to within the framework of executing the respective contract; the parties will impose an obligation of confidentiality on their staff members and representatives and use confidential information exclusively in connection with the execution of this contract. The confidentiality obligation particularly relates to the documentation and/or further data regarding the condition and/or function of products of any contractual party provided to the respective other contractual party.
    2. The confidentiality obligation does not exist with respect to information, (i) which at the time of delivery are evidently already in the public domain,
      (ii) the use or provision of which was explicitly agreed to by the other contractual party in writing, (iii) the provision of which is necessary for the fulfilment of obligations under the contract, or (iv) the provision of which is required by statutory provisions or administrative orders.
    3. The confidentiality obligation according to clause XIV.1 shall survive the termination or rescission of the contract, as long and insofar as with respect to the information none of the conditions specified in clause XIV. 2. occurred.
    4. After termination of the contract, the contractual parties will return to the respective other party on request all received documents, specimen and other material associated with this contract and destroy all records made on the basis of the provided information and documents. On request, the completeness of the return or destruction has to be confirmed in writing.
  15. Effectiveness of the Contract and the TDS
    1. If any provision of these TDS is void, this is without prejudice for the legal validity of the remaining provisions. This shall not apply, insofar as adherence to the contract does not constitute unreasonable hardness for one contractual party.
  16. Place of Performance, Legal Venue and Applicable Law
    1. Place of performance is Renner’s place of business.
    2. The exclusive legal venue for all disputes arising directly or indirectly from the contractual relationship is Renner’s place of business, if the Customer is a merchant, a legal entity under public law, or a special fund under public law. Renner is also entitled to sue the Customer at the Customer’s place of business.
    3. This contract and the overall legal relation of the parties are subject to the laws of the Federal Republic of Germany under the exclusion of the UN Sales Convention (CISG) and of the German private international law.