Terms and Conditions
These General Terms and Conditions (hereinafter “T&C”) apply to all contracts – even future ones – for deliveries or other services including REWOTEC contracts for labour, work and materials. Agreements that differ from or supplement the T&C have priority over the T&C if the parties have agreed this in writing.
The customer’s T&C that vary from these conditions, even if REWOTEC is aware of these conditions and still provides the services, are only valid if and to the extent to which these have been confirmed as valid in writing instead of these T&C by REWOTEC.
Each change to these T&C by REWOTEC becomes part of the contract between REWOTEC and the customer, if the customer agrees to this change or does not oppose it in writing within one month of becoming aware of the change.
2. Quotation and signature of contracts
Orders issued by the customer are always considered to be binding. The contract only exists after the receipt of and in line with the content of a written order confirmation (also per fax) from REWOTEC by the customer or at the latest on delivery of the goods ordered or services requested (hereinafter summarized as “services/goods”) or by the provision of the agreed service (hereinafter also summarized as “subject of the contract”) by REWOTEC.
The service features of the services and subjects of the contract are finally described in the service description of the relevant individual contract between REWOTEC and the customer or the order confirmation. Oral agreements, catalogue statements, drawings, images, measurements, weights and other features are only binding if they have been confirmed in writing. This also applies to properties that can be expected in line with public statements by REWOTEC or its agents, in particular in advertisements or by marking the goods. Technical and design variations that are reasonable for the customer and differ from statements made in brochures, catalogues, written documents as well as changes to models, de-signs and materials due to technical progress and further development may occur without this resulting in claims against REWOTEC.
If the subject of the contract between REWOTEC and the customer is consulting or other services, these are only provided by REWOTEC as a labour or delivery contract if this has been expressly agreed in writing. In addition, REWOTEC is not liable as a matter of principle for any consulting or other success. The services to be provided by REWOTEC in individual cases depend on the content stated in the order confirmation.
REWOTEC does not undertake any guarantee in legal terms for the existence of particular characteristics of the services or goods provided if this is not expressly agreed in writing and no binding legal provisions stipulate something to the contrary.
3. Delivery and service terms
A delivery date or service provision date is agreed by REWOTEC in writing in line with the expected ability to provide and is to be understood as subject to change, non- binding and subject to on-time self-delivery binding and subject to on-time self-delivery and unforeseen circumstances and impediments, no matter whether these occur at REWOTEC or another company from which REWOTEC purchases the goods or services in full or in part. These circumstances and impediments extend the delivery or service date as relevant, even if they occur during a delay that already exists. Any subsequent period set by the customer is also extended in this case by the duration of the circumstances and impediments. REWOTEC reserves the right to withdraw from the contract if the delay to the delivery or service resulting from a circumstance or impediment is longer than six weeks and for which REWOTEC is not responsible.
Adherence to the agreed written delivery periods and those for provision of services requires that the customer provides all information required for the delivery or provision of the service in good time, especially the relevant duties of cooperation. If this is not the case the delivery period or period to provide the service is extended as appropriate.
REWOTEC is entitled to provide reasonable partial deliveries and services.
4. Prices and payment terms
The deliveries and services provided by REWOTEC are remunerated as per the individual agreement made via a fixed price or time incurred. Consulting and other services by REWOTEC, if nothing further is agreed in the order confirmation, are always remunerated in line with the time incurred. The level of the hourly/daily rates is taken from the agreed prices in the written order confirmation.
Our written order confirmation is decisive for the scope of the delivery and setting the remuneration by a fixed price or as time incurred. If this varies from the order or customer’s purchase order it is still decisive if the customer does not contradict it without delay or accepts services from REWOTEC without restriction.
All prices are net and exclude any supplements and the relevant statutory value-added tax. Supplements may include in particular travel expenses, accommodation costs, additional food costs, telecommunications costs, printing costs, copying and postal costs. Net prices for the delivery of goods are understood as including normal packaging and exclude shipment costs and/or costs for transport insurance – if such has been concluded for the individual case – if nothing further has been expressly stated.
REWOTEC is entitled to issue sub invoices and to demand partial payments.
For fixed price agreements – if nothing further has been agreed – sub invoices will be issued as incurred for the fixed price each week or fortnight. If REWOTEC is remunerated by an agreed hourly rate, REWOTEC is entitled to issue intermediate invoices for the services provided each week or fortnight.
Invoices are due for payment at the latest 14 days after the invoice date if the relevant invoice does not state a different due date. The receipt of the payment by REWOTEC is key to deciding whether the payment was received in good time. If the customer has delayed payment of the invoice, the delay interest is 8% per year above the relevant basic interest rate of the European Central Bank. If payment is not received by the due date REWOTEC is entitled to terminate the contract without notice.
REWOTEC reserves the right to reject cheques or bills of exchange. They are only ever accepted on account of performance.
The customer is only entitled to offset or retain payment if the counterclaims have been determined in a legally binding manner or have been expressly recognized by REWOTEC.
5. Granting of usage rights
REWOTEC is entitled to exclusive usage and sale rights to any work results that are subject to trademark rights (e.g. copyrights, patents, utility patents or registered designs) created by REWOTEC whilst providing the services.
The customer receives simple usage rights exclusively for the purpose stated in the contract. The granting of other usage, transfer or editing rights to the customer always requires special, express, written agreement.
6. Warranties for defects
With regard to the services provided REWOTEC is not liable for the economic or other success of the service desired by the customer.
In cases of material defects to the services/goods, REWOTEC may select subsequent improvement or delivery. Exchanged parts are transferred to the ownership of REWOTEC without compensation. If REWOTEC does not correct faults of which it is aware within an appropriate, written subsequent period or two attempts at subsequent improvement fail, the customer is entitled either to withdraw from the contract or to demand an appropriate discount. If the customer chooses to withdraw from the contract due to legal or material defects following a failed attempt at subsequent fulfilment, he will not be entitled to damages resulting from the defect unless binding compulsory legal provisions state something to the contrary. Warranty claims lapse one year after acceptance or transfer of the goods or services if nothing to the contrary is stipulated by binding legal provisions. The defect must be notified without delay if nothing contrary is stipulated by binding legal provisions.
Warranty claims against REWOTEC are excluded if the customer makes changes or intervenes in the services/goods provided or uses these improperly. The warranty is not waived if the customer can prove that the changes, interventions or improper usages are not connected to the asserted defect.
Warranty claims are only applicable to the customer as a direct contractual partner of REWOTEC and cannot be assigned.
If nothing further is stated in these T&C or applicable binding legal provisions, all claims for damages and expenses by the customer against REWOTEC, its entities, legal representatives and/or vicarious agents are excluded, no matter their legal basis.
REWOTEC’s liability is restricted to the coverage sum of its public liability insurance (max. €5,000,000.00), suspenseful conditioned on the insurance benefit, if no binding legal provisions state anything to the contrary. On infringement of key contractual duties, the scope of the liability, if this is not excluded, is limited to the order value if REWOTEC, its entities, statutory representatives and/or vicarious agents are representatives and/or vicarious agents are only responsible for slight negligence and if no binding legal provision states anything to the contrary.
REWOTEC is not liable for the loss of data if the damage would not have occurred if the customer had undertaken proper data backup for which it is responsible. Proper data backup can be assumed if the customer backs up his data records in machine-readable form at least once a day and therefore guarantees that this data can be restored at reasonable cost. The liability of REWOTEC for the loss of data is restricted to the typical cost of restoration that would have occurred if proper data backups were made.
8. Reservation of title
REWOTEC reserves the title on all services/goods supplied until complete fulfilment of all claims by REWOTEC from the current business relationship. Before transferring the title, the goods may not be pledged or subject to a chattel mortgage. Further sales are only permitted within the framework of a proper business process. In case of further sale of conditional commodities, the customer as-signs his full purchase price claim on conclusion of the contract against the purchaser to REWOTEC.
If the customer has delayed payment in full or part, stops payments or there is other justified doubt about his ability to pay or creditworthiness, he is no longer entitled to utilise the goods. REWOTEC can in such cases withdraw the customer’s recovery authorization from the recipient of the goods. REWOTEC is then entitled to demand information about the recipient of the goods, to inform him of the transfer of claims to REWOTEC and to recover the customer’s liability from the recipient of the goods.
9. Customer cooperation
The customer is aware that REWOTEC depends on customer cooperation to provide the services that are covered by the contract. The customer is obliged to provide all documents and information that are required to carry out the services covered by the contract in good time and in full and to provide appropriate access to its rooms and systems to employees and any subcontractors or vicarious agents of REWOTEC who have been instructed to provide the services covered by the contract for the purposes of implementing the requested services to the extent necessary to implement the contract.
As part of its duty of cooperation the customer is obliged in particular on request by REWOTEC employees who are instructed to provide services, to provide suitable rooms without charge and in good time where the documents, work resources or data media can be stored safely.
All customer cooperation duties are provided without charge, if nothing further has been expressly agreed.
If the customer does not adhere to his cooperation duties, or does not do so in good time, REWOTEC can set the customer an appropriate period to fulfil its cooperation duties. If the cooperation duties are not fulfilled within the period set by REWOTEC, REWOTEC is entitled to terminate the contract for a compelling reason. Any termination does not affect other claims by REWOTEC.
The contractual parties are obliged to treat any information and/or knowledge on internal business or operational matters that is subject to nondisclosure and of which they become aware concerning the other contractual party and/or their business partners in the strictest confidence and not to make them accessible to third parties during the contractual period and two years after it ends. This obligation does not apply if the contractual party, who is obliged to maintain confidentiality, proves that he was aware of the information before the cooperation with the other contractual partner, was informed of it by authorized third parties or became aware of it without this being the responsibility of the contractual party that is obliged to maintain confidentiality.
It is clear that the nondisclosure duty does not apply to work produced by the customer or services provided by the customer unless these contain information that requires non-disclosure as stated in Number 10.1.
11. Rights of third parties
The customer is responsible for not infringing the rights of third parties if REWOTEC executes the order as per its requirements. In the event that REWOTEC is engaged by a third party the customer is obliged to indemnify REWOTEC for these claims. The indemnification duty also refers to all costs borne by REWOTEC with regard to claims by a third party.
12. Final provisions
The customer is not entitled to transfer claims from the existing contractual relationship between himself and REWOTEC to third parties unless REWOTEC agrees to this transfer in advance in writing.
Individual variances and/or additions to the rules in these T&C must be in writing. The right of REWOTEC to the one sided modification of its T&C as stated in Number 1.3 remains unaffected by this.
The national law of the country in which REWOTEC has its head office applies. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) and the provisions of collision law that would demand the application of another legal system are excluded.
The exclusive court of jurisdiction for all disputes from the business relationship is agreed to be the court responsible for REWOTEC’s head office.
Should a provision of these T&C be or become void, the validity of the remaining provisions of the T&C shall not be affected. The statutory provision shall replace the ineffective provision. If there is no statutory provision the ineffective provision is to be replaced by one that comes closest to the desired economic result. This also applies to the existence of contractual gaps.