1. General
All deliveries and services shall be exclusively subject to these general terms of sales and delivery conditions of our company. Any alternatives of additional agreements shall not be accepted unless they are expressly approved by us in writing.
Illustrations, drawings, measurements, weights and shades of colours, which are contained in catalogs, price lists and other printings, are subject to change, as far as they have not been called expressly binding by us.
We reserve the right for technically required alterations respectively alterations which are urgently necessary for the styling.
The customer takes full responsibility for the adequate usability of the documents, which have to be delivered by him, such as drawings, samples, models and the like. Increase and shortage of delivery to a customary extent are not subject of complaints or price cuts.

2. Offers and Orders
Our offers shall be deemed offers without engagement, as far as they have not been called fixed offers by us. Orders shall be binding only after they have been accepted by us in writing. This applies also for sales transactions settled by sales representatives or employees. Changes, supplements or verbal agreements have to be fixed in writing in order to become effective.
In case of orders for special manufacturing shortage or increase of delivery up to 15% of the oder volume have to be accepted and paid.
For minor orders up to EUR 75,00 net value we have to charge EUR 15,00 for processing.

3. Prices
Prices are quoted, if not otherwise agreed upon, ex our location Borgholzhausen; they do not include VAT, packing, freight, insurance, customs or public charges.
The packing is appropriately selected by us and is not taken back. If there is any substantial change of cost factors relating to orders (e.g. wages, starting materials, energy costs, the agreed upon price can be adapted according to the influence of these cost factors to an appropriate extent.

4. Delivery
If not otherwise agreed upon, we choose shipping mode and the route of dispatch at our best own discretion.
With delivery to our distributor, at latest however with leading the factory/storage, the danger of the coincidental loss and/or the coincidental deterioration of the goods passes to the customer. The customer cannot refuse partial deliveries.

5. Delivery Time
The delivery period shall commence upon the confirmation of the order being dispatched, and is considered as maintained, when the goods have left the factory/storage until the end of the delivery period, respectively the goods are declared ready for dispatch.
If we are in any way obstructed to fulfil our delivery obligations by unforeseeable circumstances, which we cannot prevent in spite of the carefulness, we attend to each order (e.g. works destruction, delay in the supply of essential partial elements, rawmaterials or other materials), the delivery period is extended to an adequate degree.
Should delivery be impossible due to the circumstances mentioned above, we are relieved from the delivery obligation.
Corresponding terms apply also in the case of strike and lockout.
If the delivery period is extended in the before mentioned cases or if we are relieved from the delivery obligation, all claims for damages of our customers deriving from the situation are void.

6. Terms of Payment
All prices and calculations are in EUR. All changes due to the exchange rates after the sales transaction (order confirmation date) are passed to the customer.
Unless agreed upon otherwise our invoices are payable within 10 days after date of invoice ./. 2% cash discount or within 30 days after date of invoice net, without deduction.
Bills of exchange an cheques are considered to be paid after having the countervalue at our disposal on our bank accounts; they are accepted only conditionally without guarantee for protest as well as only after mutual agreement and in accordance with the Discount Rate Transition. Discount expenses have to be paid by the customer after due date and are payable immediately.
If the period allowed for payment is exceeded, and following the issuing of a reminder, interest on payment in arrears of 8% over the basis rate shall be paid in respect of the invoice amount, as far as we are not able to verify higher debit interests.
To unknown customers we ship only against cash on delivery or prepayment of the invoice amount.
At acceptance of orders we presuppose the credit rating of our customer. If it becomes evident, that there is any reason to daubt the compliance with the regular payment by our customer (e.g. insolvency  proceedings, immediately forthcoming stops of payments) we are entitled to withdraw deliveries not yet carried out, and retreat from the contract as well as demand cash payments for accepted bills of exchange before due date. All this does not release the customer fom his obligation resulting from those parts of the contract already fulfilled by us. The restraint of payments or the balancing with possible counter-claims of the customer is only permitted when these counterclaims are started as final or have not been denied by us.

7. Liability for material faults
Any material faults and objections regarding the goods, number of items or quality of the goods, also regarding so-called hidden faults, as far as these are recognisable by reasonable investigations, shall to be reported to us within two weeks after receipt of the goods. For the reminder within this period the punctual dispatch suffices. The full burden of proof for all claim prerequisites is carried by the customer, in particular for the fault itself, the date of detection and the punctual indication to us.
The guarantee period is one year starting from the day of delivery of our goods, unless not otherwise agreed upon or legally a longer guarantee period applies.
Our warranty engagement is limited to either replace the effected items after their return to us or to take the goods back at the price that has been invoiced.
If the customer chooses to withdraw from the contract due to a legal or material defect after a failed replacement, no further damage compensation is entitled to him because of the defect. If the customer chooses damage compensation after a failed replacement, the goods are being left to him, if this is reasonable for him. The damage compensation is limited to the difference between the purchase price and the value of the defect item, unless the infringement of the contract is maliciously caused by Rolko. We are not liable for minor infringements of unessential contract obligations. The customer does not obtain guarantees in a legal sense by us, unless they are expressly agreed upon in writing. The above-mentioned liability limitations do not apply for body and health damages caused by us, or in case of loss of life of the customer, furthermore not for claims from the product liability.
As material coherence of the product delivered by us only the product specification of the manufacturer is on principle valid respectively as agreed upon by us. Besides public announcements, fulsome recommendations or advertisements of the manufacturer or us do not represent any quality description of the products as stipulated in the contract. At repurchasing the goods - may they be faulty or not - we determine the mode of the transportation and thus also the forwarding agent.

8. Ownership reservation
All goods are delivered under conditions relating to the ownership reservation. Until complete settlement of all our principal and subsidiary claims, which are entitled to us through the business connection relating individually to each customer, the latter has no right  to pawn the goods or take them in security for debts.
If the goods relating to ownership reservation, no matter in what condition, are resold by our customer, the claims, which occur from the sale or from the installation of the goods against his buyer or third party with all side laws are assigned to us by the latter.
If the customer includes pertinent claims occurring from the resale of our goods in a current account relationship with a third party, the current account claims are considered to have been assigned to the full amount. After the balancing has been carried out, the recognised balance replaces it, which is considered to have been assigned up to that amount of the original current account claim.
Our ownership reservation and the security assignment apply as security for our entire balance claim, as long as the invoice has not been paid. If the goods still reserved to us are being sold together with other goods not belonging to us, the occurring claims are considered to be assigned to us up to that amount, that corresponds to the proportion of the goods delivered by us.
If the goods delivered by us processed or transformed, the processing or transformation is carried out on our behalf, so does not the customer acquire the property according to § 950 BGB (Civil Code of the Federal Republic of Germany), but we do. If the goods delivered by us are being processed together with other goods, which do not belong to us, by the customer, and thus a new item has been developed, the difference between the invoice value of the goods being processed plus the total increase of the value resulting from the processing on one hand and the purchase price of the goods not belonging to us on the other hand is our property. The above-mentioned agreement applies for the resale of such processed goods, to which the customer is entitled in the usual course of the business. The customer is authorised to resell our goods in the proper course of the business. On our demand he is obliged to name us the debtors of all claims resulting from the resale of the goods, which have been delivered under reservation and also indicate the summary of the claims together with the due date.
As far as this is our wish in individual cases, the customer has to grant us insight into his books and business documents for this purpose at any time. The customer is authorised to collect the assigned claims himself, whereas we reserve the revocation of this right at any time. We are obliged to release the securities being entitled to us in so far, as their value exceeds to the claims to be secured by more than 25%, as far as these have not yet been paid.

9.Final regulations
If single or several regulations of these sales and delivery conditions should be ineffective, the effectiveness of the contract and the conditions in other respects shall not be touched. In this case our customer and we commit ourselves to adapt the ineffective clause in accordance with § 315 BGB and considering the economical fairness in that way, that mutual security according to these conditions is granted.
The place of fulfilment for all performances from the contracts we conclude with our customers, as well as the only place of jurisdictions for all arguments directly or indirectly arising from the contract relationship is 33790 Halle in Westphalia.
Exclusively German law is applicable; the application of the standard international purchase law is excluded.
 

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