Dear customers and interested parties,
products by Riffsystem are 100% handmade.
Please understand that we cannot accept deviations in colours, measures and surfaces as viable reasons for rejections on your side.
RIFFSYSTEM Mirjam Berghammer
Rossharter Str. 6
Phone: 0049 (0)8071 – 92 29 744
Fax: 0049 (0)8071 – 92 25 790
Tax number.: 156/204/33745
VAT number: DE 287855951
Owner: Mirjam Berghammer
(from here on out referred to as “Riffsystem”)
Terms and Conditions as of 01.01.2014
I – Scope of application/General
- All deliveries and services by Riffsystem are subject to these terms and conditions. This shall also apply to follow-up contracts, no matter if these terms and conditions have been pointed out to again explicitly.
- We explicitly disagree with additional or dissenting terms and conditions of the customer; these shall also not become part of the contract through our order acceptance unless they are explicitly agreed upon by Riffsystem. The delivery of goods or the carrying out of services do not constitute our agreement with conditions of the customer. If Riffsystem remains silent upon correspondence from the customer that points out to additional or dissenting terms and conditions, that silence does not constitute agreement by Riffsystem.
- Riffsystem reserves ownership and copyrights for models, estimates of costs, design plans, drawings, drafts and similar information of physical and non-physical kind (including the electronic form). They shall not be made available to third parties.
- Riffsystem commits to not making information and data that the customer identified as confidential available to third parties, unless the customer agreed to that.
II – Offer/Conclusion of contract
- All offers by Riffsystem are made without obligation, that means they merely constitute an invitation to the customer to place an order. The contract shall be concluded with the acceptance of the order of the customer through Riffsystem.
- Sole subject matter of the contract are the goods and services specified in the order confirmation/invoice by Riffsystem. Modified or additional goods or services demand prior written approval by Riffsystem.
- Custom-made products by order of the customer are generally excluded from return or exchange.
- Riffsystem reserves the right to bill effort costs for cancellations made for goods that have been reserved by an advance payment; the effort costs shall be 10% of the order value.
III – Prices/payments
- Unless otherwise agreed upon, all prices shall be deemed ex works exclusive of packaging and shipping. Unless otherwise stated, all prices include Value Added Tax at the statutory rate.
- Unless otherwise agreed upon, the payment has to be made in advance with no deduction whatsoever within one week upon the invoice being issued.
- The customer shall only have the right to retain payments or offset them against any counterclaims insofar as its counterclaims are undisputed or have become res judicata.
- In the event of a default in payment by the customer, default interest of eight percent points above the basic interest have to be paid (see §288, section 1 BGB [German Civil Code]). This does not exclude the assertion of further damages due to the delay.
- Upon occurrence of facts that justify doubts concerning the customer’s ability or willingness to meet financial obligations (for example in case of dishonour of a cheque or a maturity) as well as upon the filing of a petition for starting insolvency or settlement proceedings, Riffsystem shall be entitled to demand sufficient security. Should the buyer not comply with such a demand within a reasonable amount of time, Riffsystem shall be entitled to withdraw from the contract and to take back already delivered goods at any given time. The buyer herewith irrevocably permits Riffsystem to enter the buyer’s business, private and storage facilities and premises. #VI.5 remains untouched by this. Riffsystem shall be entitled to hold back on any further delivery or service until complete and definite settlement of all outstanding debts.
IV – Delivery period/Delay in deliveries
- The delivery period arises from the agreement of the contract parties; the compliance to it by Riffsystem demands however that all commercial and technical issues between the contract parties have been settled and that the buyer has complied with all his or her liabilities, such as providing all necessary data or making the advance payment. If that is not the case the delivery period shall extend accordingly. This does not apply if the delay was caused by Riffsystem.
- Compliance with the delivery period shall be subject to the proviso that we ourselves obtain the correct supplies in good time. Impending delays shall be notified by Riffsystem as soon as possible.
- The delivery period shall be deemed complied with if the delivery item has left the facilities of Riffsystem before the period’s expiration or when the item has been reported as ready for shipment. To the extent that acceptance is to take place, the acceptance date shall be decisive (as an alternative the report of readiness for shipment) – except for justified rejection of acceptance.
- If the dispatch and the acceptance of the goods respectively are delayed for reasons the customer is liable for, the customer will be charged for any costs caused by the delay, starting one month upon notice of readiness for dispatch or acceptance.
- Riffsystem shall be relieved from the performance of the service for the duration of labour disputes, government intervention, interruptions of operations, shortcuts in energy or material or any other unforeseeable, exceptional, inevitable circumstances through no fault of Riffsystem, no matter if these circumstances occur at Riffsystem, the customer or third parties. Riffsystem will notify the customer with details on the beginning and the end of these circumstances immediately. If the performance of service through Riffsystem is deemed impossible or economically unreasonable through these circumstances, Riffsystem shall be entitled to cancel the contract extraordinarily. Claims by Riffsystem for services provided until the notice are calculated in accordance with §645, section 1, subsection 1 BGB [Bürgerliches Gesetzbuch, German Civil Code]. Further liability of the customer for default remain untouched in accordance with §645, section 2, BGB [Bürgerliches Gesetzbuch, German Civil Code].
- The customer shall be entitled to withdraw from the contract without a period of notice if the entire service or delivery has been finally rendered impossible prior to the transfer of perils. In addition, the customer may withdraw from the contract if only parts of the delivery or service are finally rendered impossible and if the customer has a legitimate interest in the denial of a partial delivery. If that is not the case, the customer is obligated to pay for the price of the partial delivery. For the rest, section VIII, section 2 applies. If the impossibility or incapacity occurs during the delay in acceptance by the customer, or if the customer is solely or mainly responsible for the circumstances, he or she shall remain obligated to effect payment.
- If Riffsystem defaults on the performance and the customer suffers damages, he or she shall be entitled to demand a lump-sum compensation for that default. For each full week of the delay, this amount shall be 0.5%, in total however a maximum of 5% of the value of the affected part of the entire delivery that can not be used timely or as agreed upon in the contract due to the default in delivery. The customer shall be entitled to withdraw from the contract in accordance with statutory provisions, if he or she, under consideration of statutory valid exceptional cases, sets an appropriate time limit for Riffsystem to comply with the obligation to deliver and Riffsystem fails on that time limit. Further claims due to delayed deliveries are exclusively subject to section VIII, subsection 2 of these terms and conditions.
V – Transfer of perils/Acceptance
- The perils shall pass over to the customer as soon as the goods have left our facilities, even if it is a partial shipment or when Riffsystem carries other services, such as the shipment costs or to provide the delivery itself.
- In the event of delay or failure of the dispatch due to circumstances for which Riffsystem is not responsible, the perils shall pass on to the customer with the day the shipment has been reported as ready for dispatch. If the dispatch is delayed at the request of the buyer or if the buyer defaults on the acceptance of the delivery, the storing of that delivery will be carried out at the customer’s expense. In case of withdrawal from the contract or cancellation through the customer, the customer will be charged 10% of the overall order value if goods have already been stored for the customer. Custom-made products are excluded from the customer’s right to withdraw or cancel the contract.
- Reasonable partial shipments shall be permissible. The acceptance of the delivery cannot be refused because of the absence of individual parts of an order or because of minor complaints, unless such absence or the reasons for minor complaints affect the general serviceability in an unreasonable way.
VI – Reservation of property rights
- The delivered goods and services shall remain property of Riffsystem until full settlement of all claims and demands that arise from the business relation with he customer.
- The customer shall be entitled to resell the reserved goods within the normal course of business until Riffsystem cancels that right. Riffsystem shall not make use of the right to cancel if the customer complies with their contractual obligations and no case as described in VI, subsection 5 occurs. As a precaution, the buyer hereby assigns claims from the resale of the reserved goods to Riffsystem; Riffsystem accepts the assignation. The buyer shall be entitles to collect the assigned claims until cancellation of that right through Riffsystem. As long as the buyer complies with the contractual obligations and as long as no case as described in VI, section 5 occurs, Riffsystem shall make no use of the right to cancel the customers right to collect claims. On demand, the buyer has to provide Riffsystem with all information and data necessary for the collection of claims and disclose the said assignment to his or her debtors.
- The buyer shall not be entitled to impawn, to transfer as a security or to mortgage the reserved goods with any rights of third parties. The buyer has to intervene distraints, compulsory executions or any other actions that could damage Riffsystem’s property rights; the customer also has to give immediate notice to Riffsystem, including all information and data necessary for an intervention.
- Any further processing, joining, mixing or alteration of reserved goods always occurs in favour of Riffsystem as the manufacturer in accordance with § 950 BGB [Bürgerliches Gesetzbuch, German Civil Code]. The processed goods shall be deemed reserved goods in accordance with VI, section 1. In case that the reserved goods are irrevocably destroyed by such processing, joining, mixing or alteration with other goods that do not belong Riffsystem, the buyer hereby assigns the property rights of the newly created good to Riffsystem in the ratio of the value of the reserved goods to the value of the other processed materials at the time of the processing. The co-ownership rights shall be deemed as reserved goods in accordance with VI, section 1.
- If the buyer defaults on timely payment, Riffsystem shall be entitled to take back reserved goods at any given time without withdrawing from the contract. The same applies to behaviour contrary to the contract, at occurrence of facts that allow doubts concerning the future ability or willingness of the customer to meet financial obligations (for example in case of dishonour of a cheque or a maturity) as well as upon the filing of a petition for starting insolvency or settlement proceedings. The buyer herewith irrevocably permits Riffsystem to enter the buyer’s business, private and storage facilities and premises.
- Riffsystem commits itself to release the securities if their value exceeds the claims that are to be ensured by more than 20%.
VII – Technical indications/Assurance of properties
Technical indications, images, drawings, indications of weight and measures by Riffsystem are provided to the best of our knowledge. Unless otherwise explicitly agreed upon, these shall only be considered approximate product specifications and indications of properties and conditions. Technical advancements shall remain reserved. Promised properties and qualities in the meaning of § 459, section 2 BGB [Bürgerliches Gesetzbuch, German Civil Code] shall be specifically noted as such in writing.
VIII – Warranty
- Riffsystem provides the implied warranty. No warranty shall be provided for normal wearout and deterioration as well as for damages that occurred after the transfer of perils to the customer, for example damages due to improper or incorrect use, handling, storage or set-up, faulty processing, improper sub-surfaces and chemical or physical influences that are not assumed by the contract.
- Defects, shortcomings and exceedances on the agreed amount as well as damages caused during the shipment must be reported to Riffsystem immediately, that is within 5 days upon receipt of the delivery for defects that are obvious and recognizable and 5 days upon the observation of defects for defects that cannot be detected within that period even with greatest care. If that notification of defects is not made in a timely manner, any claims arising from such defects shall not be admitted. Damages caused by or during the shipment shall be noted by the deliverer upon the receipt of the shipment; damages caused by or during the shipment that cannot be proven by such a notice shall not be deemed a viable reason of rejection.
- If the delivered goods are defective or lack guaranteed characteristics, Riffsystem reserves the right for amendment or replacement. The buyer must grant Riffsystem a sufficient amount of time and an opportunity for this. If both amendment or replacement are not possible within a proper amount of time or if additional days of grace granted by the buyer have passed without the elimination of the defects, or if the elimination of defects is refused or defaulted culpably, the buyer shall be entitled to choose between withdrawal from the contract or a price reduction.
IX – Liability
- In the event of slight negligence, the liability of Riffsystem including its statutory agents, factors, servants and assignees shall be limited to 20% of the order value of the affected goods. This particularly applies to claims for damages from the customer for default, impossibility, incapacity, breach of contractual obligations, unlawful acts and delictual product liabilities. Liability for losses of profit, missed savings, required expenditures, damages from claims of third parties and other indirect follow-up damages is hereby excluded.
- The liability exclusions and limitations in section 1 do not apply to damages that have been caused deliberately or grossly negligent by Riffsystem, its institutions or factors, servants and assignees. Liability for guaranteed properties and qualities arising from the Produkthaftungsgesetz [German Law on Product Liability] also remain untouched.
- If claims are made against Riffsystem arising from producer’s liability based on domestic or foreign laws, the buyer shall be obligated to release Riffsystem from claims of third parties if the buyer is responsible for the fault that caused the liability. In this context, the buyer is also obligated to reimburse us for expenditures caused by or made in the context of product recall campaigns carried out by Riffsystem or other damages eliminating or precautionary actions. The buyer cedes all rights to the defence of the statute of limitations in this context unless Riffsystem is able to claim defence of the statute of limitations against the claimant.
X – Limitation period
All claims of the buyer – no matter the legal foundation – shall fall under the stature of limitations after 12 months. The statutory period applies for all damages claims in the meaning of IX, section 2. They also apply to faults of structural works or for delivered goods that have been used to construct a structural work in accordance with their usual utilization and that caused the fault.
XI – Discretion/Copyright
- The buyer shall be obligated to treat all business and technical knowledge and information from Riffsystem that the buyer becomes aware of in the context of the carrying out of the contract as confidential.
- Riffsystem reserves copyright to all drawings, process descriptions, models, tools, samples, plans, drafts and any other data that the buyer is provided with. Said data may only be used n accordance with the contractually agreed upon purpose. Any usage, copying or relinquishment to third parties exceeding the contractually agreed upon purpose is prohibited.
XII – Validity
If one or several provisions should be or become invalid, or if the contract shows to bear a loophole, this shall not affect the validity of the other provisions. Provisions that prove to be invalid or missing shall be substituted by the legal provision that equals the economic intention of the old provision the most.
XIII – Supplements/Written form
- No supplements to this agreement have been made.
- Alterations and additions to the contract require a written form in order to be valid. This also applies to the revocation of this requirement of the written form.
XIV – Place of execution/Place of jurisdiction/Applicable law
- If the buyer is a merchant who has been entered as such in the commercial register, a legal entity under public law or a special public fund, the place of execution and the place of jurisdiction for all disputes is the place of the registered business address of Riffsystem, respectively Rosenheim. Riffsystem shall, however, remain entitled to make demands against the buyer in any other responsible court.
- The legal regulation of the Federal Republic of Germany shall apply solely. The United Nations Convention on Contracts for the International Sale of Goods as well as the Uniform Laws concerning the International Purchase of Movable Items and concerning the Conclusion of International Purchase Contracts (EKG/EAG) shall not be applicable.