General delivery and payment conditions of Reiners+Fürst

I. Offer

The documents pertaining to the offer, such as drawings, weights and measurements, are only approximate, unless expressly stated as binding. Drawings and other documents remain our property. These and any cost estimates may not be made available to third parties. The copyright of these documents remains with us.

II. Content of the contract

1. Our written order confirmation and the conditions stipulated herein determine the content of the contract. If we have submitted a written offer with a time limit, then this offer together with our conditions will become the content

of the contract, when the customer accepts it within the time limit, even informally.Supplementary agreements and changes require our written confirmation.

2. For steel ring travellers, the delivery of more or less quantities up to 10% is permissible; for nylon ring travellers as well as rings, increased deliveries of up to 5% are permitted based on a corresponding price adjustment.

3. Only those properties that we expressly designate in writing as assured by us, shall be assured or guaranteed.

4. Our delivery obligations are subject to correct and timely delivery by our suppliers.

III. Price and payment

1. The specified prices are only applicable for delivery at the provided time and, without special agreement, ex works including loading at the factory, but excluding packaging, freight and other expenses. The value added tax is added to the prices in the respective statutory amount.The prices for foreign deliveries shall be free to the German border; “FOB” German ports applies to shipping, each including packaging.

2.Unless otherwise agreed, the payment shall be made without deduction in Mönchengladbach, namely with a 2% discount within 10 days or within 30 days net.If a default of payment occurs, then we are entitled to charge default interest

at twice the rate applied by large banks to current account credits plus VAT on these interest rates. We accept checks and bills of exchange subject to final credit and with the right of return as well as only as means of direct payment. We only accept bills of exchange if their acceptance was previously agreed in writing. We are not liable for the timely presentation and/or returned checks.If we become aware of returned bills of exchange or checks

by the purchaser or of a significant deterioration in his/her assets, then we are entitled to demand immediate payment of the entire purchase price before delivery.

3. The right to withhold payment or offset payment against any counterclaims against us by the purchaser, which are contested by us or have not been declared as final and conclusive by court order, is excluded.

IV. Delivery time

1. A specified delivery time begins with the date of order confirmation, but not before the purchaser has completely supplied us with all the required documents, licences and releases, which he is required to provide and the complete data necessary for the technical

specification of the contract delivery item.

2. A promised delivery period is met if the delivery item has left our plant before its expiration or we have informed the purchaser of the readiness for delivery.

3. A promised delivery period shall be extended reasonably in the event of labour disputes and in the event of unforeseen events beyond our control and which affect the completion of the delivery item. This also applies if such circumstances occur to our suppliers.

4. If the purchaser suffers a loss caused by our failure to meet a delivery time which we have expressly promised, then said purchaser shall be entitled to claim damages caused by the delay. The compensation is ½% per full week of delay, but not exceeding a total of 5% of the value of those parts of the total delivery that, as a consequence of the delayed delivery, cannot be used on time or in accordance with the contract.If the purchaser is demonstrably no longer interested in the fulfilment of the entire contract as a result of our delay, then the purchaser may also proceed according to section IX, 2.Any further claims of any kind, especially claims for damages, are excluded, insofar as they are not regulated by article VIII. 1 and IX.3 of these general terms and conditions


5. If the shipment is returned at the request of the purchaser, then we shall charge said purchaser with the costs resulting from the storage, beginning with the month after notification of the readiness for dispatch, but at least ½% of the invoice amount for each month.

We are then also entitled to set an appropriate deadline for the purchaser to accept delivery item. If the purchaser fails to accept the delivery before the expiry of this deadline, we may dispose of the delivery item elsewhere and provide the purchaser with a

reasonably extended period, possibly at a new price to be agreed upon.

6. Compliance with delivery deadlines and any claims of the purchaser from the delivery deadline being exceeded require that the purchaser meets his or her contractual obligations, especially having made an agreed advance payment on time.

V. Transfer of risks and acceptance

1. The risk shall pass to the purchaser upon dispatch of the delivery item. For partial deliveries, the risk shall pass to the purchaser upon dispatch of the individual parts. This shall also apply if we have accepted other services, such as the dispatch, its costs or


2. If the dispatch is delayed as a result of circumstances for which the purchaser is responsible, then the risk shall pass to the purchaser from the day on which the readiness for dispatch is communicated to said purchaser.

3. Only as a result of a special agreement and insofar as possible and reasonable shall we insure the delivery parts at the cost of the purchaser against theft, breakage, transport, fire and water damage as well as against other insurable risks.

4. The purchaser shall also accept delivered items, regardless of his/her rights from section VII, if they exhibit negligible defects.

5. We shall be entitled to make partial deliveries.

VI. Retention of proprietary rights

1. We reserve the right to ownership of the delivered items until receipt of all payments from the delivery contract as well as until the final payment of any amounts that are still outstanding at the contract’s conclusion. The retention of ownership rights shall also remain in force if the receivables are included in a current invoice with an open balance.The reserved ownership is then considered as collateral for our receivables from the balance. The retention of ownership ceases when the balance is settled.

2. The purchaser is obligated to secure our property according to the regulations of the country in which the delivery is taking place, whereby any costs incurred shall be borne by the purchaser.If the law of the country, in which the delivery item is located, does not permit the retention of proprietary rights, but allows the supplier to reserve other security rights for the delivery item, then we can exercise all rights of this kind. The purchaser is obligated to cooperate in this case and for other measures that we want to take to secure our receivables and/or to protect our proprietary rights or any other rights replacing them. The purchaser is obligated to insure the unpaid delivery goods in full against theft, fire, breakage, water or other damage at his/her own expense. If the purchaser does not provide evidence of insurance to us in due time, then we are entitled to insure the unpaid delivered items against such damage at the expense of the purchaser.

3. As long as our retention of proprietary rights exists, the purchaser may not pledge the delivery item nor assign it by way of security. The purchaser must inform us immediately of seizures or confiscation or other decrees by third parties.

4. In the event of purchaser behaviour that is non-compliant with the contract, especially in the event of a delay in payment, we are entitled to withdraw from the contract after a reminder and the purchaser is obliged to surrender the goods.We are entitled to use the delivery item at our discretion, even by private sale,

and to offset the proceeds first against the costs of the utilisation and then against our outstanding claims with interest. The enforcement of the retention of proprietary rights as well as any seizure of the delivery item by us are not deemed a withdrawal from the contract without our express declaration.

5. The purchaser is entitled to further process the goods and to dispose of them while taking into account the following provisions

a) The powers of the purchaser to process reserved goods in the course of regular business transactions end with default of payment by the purchaser or with the application or opening of bankruptcy proceedings.

b) By processing the reserved goods, the purchaser does not acquire the ownership of the new item according to § 950 of the German Civil Code (BGB).The processing is carried out for us without any liabilities arising from it for us. If the reserved good is processed, mixed or blended with other items, we acquire the co-ownership of the new item in the ratio of the value of our proprietary reserved goods to the total value of the goods.

c) The purchaser hereby cedes to us the claim with all ancillary rights from the resale of the reserved goods and also proportionally to the extent that the good is processed, mixed or blended and we have obtained

co-ownership in it in the amount of our invoice value.In the latter case, with this cession we are entitled to a corresponding fraction of the respective purchase price claim in

the ratio of the invoice value of our reserved goods to the invoice value of the object. If the purchaser has sold the receivable within the scope of the

real factoring, then he shall cede to us the claim replacing it against the factor.We shall accept this cession.

d) We will not collect the ceded receivables, provided the purchaser meets his/her payment obligations. The authorisation to collect shall be forfeited in the event of default of payment by the purchaser. In this case, we are authorised by the purchaser to inform the buyer of the assignment and to collect the receivables ourselves. Upon request, the purchaser is obligated to provide us with a detailed statement of the claims to

which we are entitled, with the name and address of the customer, the amount of the individual claims, date of invoice,

etc., and to provide us with all of theinformation required for asserting the assigned claims and to permit the review of this information.

e) We undertake to release the securities to which we are entitled, insofar as their value exceeds the claims to be secured by more than 20%.

f) The purchaser shall store the reserved goods for us free of charge.The purchaser hereby cedes his claims for compensation, to which he is entitled from damage of the aforementioned kind against insurance companies or other obligated parties, to us in the amount of his claims.

g) All claims as well as the rights from the retention of proprietary rights to all of the special forms defined in these conditions shall remain until the complete exemption from contingent liabilities, which we have received in the interest of the purchaser.

VII. Complaints and warranty

1. The time of the passing of risk is crucial for the contractual condition of the goods.

2. If the Purchaser has taken delivery of the parts as agreed upon, the notice of defects, which can be ascertained with the agreed type of acceptance, is excluded.

3. Upon receipt, the purchaser must inspect the delivery item immediately with the thoroughness that is reasonable to him under the given circumstances. Defects found here are to be reported in writing within a preclusion period of two weeks.

4. In the case of justified complaints, we will repair all parts free of charge that are demonstrably unusable as a result of a circumstance existing prior to the transfer of risk or that are considerably impaired in their usability.If such a defect rectification is not possible or fails, then there is a right to reduction or withdrawal from the contract.

5. If we do not meet the replacement delivery or improvement obligation on time or in accordance with the contract multiple times and culpably, the purchaser has the right to reduce the compensation or to cancel the contract at his option.

6. If the purchaser does not immediately give us time and opportunity to convince us of the defect or to fulfil our warranty and he does not immediately provide the complained good or samples thereof, especially by request,

then all of the claims for defects resulting from the specific complaint shall not apply.

7. The right of the purchaser (warranty claims) – no matter for what legal reasons – expires after 12 months. The statute of limitations applies to all of claims for compensation provided in these general terms and conditions.

8. The above provisions also apply to deliveries of goods other than contractual goods.

VIII. General limitation of liability – Statute of limitations

1. For damage that has not occurred to the delivery item itself, the supplier, regardless of any statutory reasons, is only liable:

a) in the event of intent

b) in the event of gross negligence by the owner/bodies or managerial employees

c) in the event of culpable injury to health, body, or life

d) in the event of defects that the supplier has fraudulently concealed or whose absence he has guaranteed

e) in the event of defects of the delivery item, provided there is liability for people or property damage to privately used objects in accordance with the Production Liability Act.

In the event of culpable violation of crucial contractual obligations, the supplier is liable, even in the event of gross negligence of non-executive employees and in the case of slight negligence, whereby in the latter the liability is limited to the reasonably foreseeable damage typical of the contract.Further claims are excluded.

2. All claims against us, regardless of the legal basis, shall expire, at the latest, 12 months after the transfer of the risk to the purchaser.For claims for damages according to section VIII. 1a – e, the statute of limitations shall apply.

IX. Right of the purchaser to withdraw and for reduction of payment

1. After the deadline has been set, the purchaser may withdraw from the contract, if we are unable to fulfil the contract before the transfer of risk due to circumstances for which we are responsible. The same applies to our inability.For our part, if such inability or impossibility

occurs, while the purchaser is in default of acceptance (e.g. section IV, 5), then the purchaser shall remain obliged to pay for the goods.

2. The purchaser may also withdraw from the contract if, when placing an order of similar items, the completion of a part of them is impossible due to circumstances for which we are responsible and the purchaser rightfully is not interested in the execution of the possible part delivery. If this is not the case, the purchaser may reduce the purchase price according to the value of the partial service not provided to him, but remains obliged to accept the other parts and pay for them.

3. If the purchaser sets a reasonable deadline for the supplier – under observation of the statutory cases of exception – to perform after the due date and if this deadline is not met, then the purchaser is entitled to withdraw from the contract as part of the statutory provisions.

X. Applicable law, court of jurisdiction and place of fulfilment

The law of the Federal Republic of Germany shall apply. The validity of the uniform UN purchase right (United Nations Convention on Contracts for the International Sale of Goods and the Uniform Law on the Conclusion of International Purchase Agreements on Movable Goods) is excluded.The court of jurisdiction and place of fulfilment is Mönchengladbach. However, we are also entitled to bring suit at the registered office of the purchaser.

XI. Final provisions

The purchaser may not assign his contractual rights to third parties without our consent.Any invalidity of individual provisions shall not affect the validity of the remaining provisions nor the validity of the contract. It shall be noted that we process the purchaser’s data regarding the business dealings with him in conformity with the Federal Data Protection Act.

R+F General Terms and Conditions as of:June 2006

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Reiners + Fürst GmbH u. Co. KG
Leibnizstr. 85
41061 Mönchengladbach

Postfach 10 13 40
41013 Mönchengladbach

Phone: +49 (0)2161 934-0
Fax: +49 (0)2161 834-555

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