Terms and Conditions
1. Scope of Application
1.1 The following General Terms and Conditions of RSD apply to all contracts with customers, including but not limited to:
the supply of spare parts,
repair and other service assignments,
training and education,
other services.
Deviating terms and conditions of the customer shall only apply if and insofar as their validity has been expressly agreed upon between the parties in an individual agreement.
1.2 Once incorporated, the following General Terms and Conditions shall also apply to future contracts with the customer regarding spare parts, repair, maintenance, and other services, even if not expressly referred to again, unless otherwise expressly agreed between the parties.
2. Conclusion of Contract
2.1 All offers made by RSD are non-binding and subject to change. A contract based on an RSD offer is only concluded upon written order confirmation by RSD.
3. Subject of the Contract
3.1 RSD’s services are derived from the content of the respective contract and in particular include:
Execution of repairs and services including delivery of spare parts,
required travel and return travel,
provision of necessary personnel, spare parts, operating materials, and other contractual items such as tools,
as agreed, instruction/training of the customer's employees.
The customer must provide sufficiently qualified and suitable staff for this purpose. This requires sufficient professional qualification and motivation on the part of the customer’s staff.
RSD is entitled to commission subcontractors or sub-suppliers.
3.2 RSD retains all ownership, copyright, and other intellectual property rights to illustrations, drawings, calculations, tools, offer documents, and other items and technical or commercial know-how. They may not be disclosed to third parties without RSD’s express written consent (see Section 12). RSD information may only be used in connection with the evaluation of RSD offers or subsequent contract execution. RSD information must be kept confidential from third parties.
3.3 Machines, tools, or other items that remain the property of RSD must be stored carefully. Any losses or damages must be reported to RSD immediately. The customer is strictly liable for any damage or loss of RSD-provided items and for any confidentiality breaches of RSD information as per Section 3.2 within their area of responsibility.
3.4 The customer shall provide unrestricted access to the machines/plants to RSD staff or commissioned third parties and provide any support RSD requires for carrying out repair work.
4. Prices / Payment Terms
4.1 Unless otherwise agreed, the RSD prices valid at the time of order placement or contract conclusion shall apply to spare parts, repairs, and other service assignments. Prices are in euros and, in the case of deliveries, are ex-works and exclusive of VAT, packaging, shipping, insurance, customs, assembly, etc. VAT will be invoiced additionally at the applicable statutory rate.
4.2 In the event of market price changes, RSD may change the price in the order confirmation. If the customer disagrees, they may cancel the order by immediate written notice.
4.3 If RSD uses spare parts, lubricants, or other consumables during service or incurs travel/transport costs, these can be invoiced additionally at the current list price or actual cost.
4.4 Unless otherwise agreed, payments are due immediately upon receipt of the invoice. Payment dates specified in the contract are binding. Invoices must be paid in full without deductions and cannot be offset against other claims.
4.5 All outstanding but not yet due claims become immediately payable if the customer fails to comply with agreed payment terms or if RSD becomes aware of circumstances that call into question the customer’s creditworthiness. In such cases, RSD may require prepayment or collateral before fulfilling remaining deliveries. Statutory claims remain unaffected.
5. Availability Clause in Mail-Order Business
If, after contract conclusion, RSD determines that the ordered products are unavailable, RSD may withdraw from the contract within two weeks of receiving the order.
6. Deadlines / Delivery Conditions
6.1 Fixed deadlines require written confirmation by RSD unless included in a mutual contract. RSD will choose a reasonably economical method of shipping for parts and tools.
6.2 Deliveries within Germany are “ex works.” The risk passes to the customer upon loading. For foreign deliveries, the "Ex Works" Incoterms 2000 apply.
6.3 In cases of force majeure (e.g., strikes, civil unrest, delays from sub-suppliers not attributable to RSD, administrative measures, etc.), RSD may extend delivery times or withdraw from the contract.
6.4 If RSD performs installation, RSD’s installation terms also apply.
7. Customer’s Construction Site Obligations During Installation
7.1 The customer must provide or perform necessary work for the installation (e.g., power supply, concrete work, suitable flooring, safety systems).
7.2 Required lifting gear and staff must be provided by the customer. If installation or commissioning is delayed for reasons not caused by RSD, the customer bears the resulting costs.
8. Warranty
8.1 Within the warranty period, RSD will remedy verified defects that existed at the time of risk transfer at its discretion by replacement or repair.
8.2 Warranty lasts 12 months from delivery, installation, or notification of readiness (in case of acceptance delay). Ancillary claims expire within the same 1-year period.
8.3 The customer must inspect the delivered goods immediately and report any defects in writing unless acceptance was agreed.
8.4 Damages due to defects are only claimable if RSD is responsible or has provided a guarantee. Liability for slight negligence is excluded. Damages are limited to the foreseeable damage at the time of contract.
For spare parts: liability is limited to the purchase price of the defective item.
For services: liability is limited to the invoice amount of the service.
8.5 Claims for consequential damages, production losses, or lost profits are excluded.
8.6 No warranty for defects due to wear, misuse, unsuitable conditions, etc. If the customer refuses cooperation for repairs or acceptance, warranty lapses.
8.7 Product data or characteristics are not considered guaranteed unless explicitly confirmed by RSD in writing.
8.8 RSD may withhold rectification until the customer fulfills payment/cooperation duties.
8.9 The above warranty terms also apply to services and their results.
8.10 Guarantees issued separately remain unaffected.
9. Liability
9.1 Unless stated otherwise, RSD, its officers, and agents are liable only for intent or gross negligence. For impossibility, delay, or breach of essential contractual obligations, liability is limited to foreseeable damages at contract conclusion.
Up to €50,000: limited to €50,000
From €50,000 to €100,000: limited to €100,000
From €100,000 to €1 million: limited to the total contract price
9.2 For multiple or successive claims, total liability is subject to the above caps (excluding cases of intent/gross negligence). The basis is the net price (excl. VAT and delivery/installation).
9.3 RSD is not liable for indirect damages, production loss, or lost profits where legally permitted.
9.4 RSD’s liability under the Product Liability Act and for life, body, and health follows statutory provisions.
10. Retention of Title
10.1 Ownership transfers to the customer only after full payment, including service/work compensation.
10.2 If the customer defaults or RSD's claim is jeopardized, RSD may demand return of goods after written notice and an unsuccessful deadline.
10.3 The customer must grant immediate access and authorizes RSD to enter premises for repossession.
10.4 If retention of title is not effective in a jurisdiction, the nearest equivalent security right shall apply. The customer shall assist in this and bear the associated costs.
10.5 Pledging or security transfer is not permitted. The customer must inform RSD immediately in case of seizures, including the creditor’s identity.
11. Confidentiality
RSD information (see Section 3.3) may not be shared with third parties unless necessary for intended use. In case of breach by the customer or their agents, a contractual penalty of €50,000 per violation applies, excluding continuation defense. The customer must disclose recipients and usage details upon request.
12. Miscellaneous
12.1 RSD may engage third parties to fulfill contractual obligations (see 3.2).
12.2 Contract transfer or rights assignment requires prior written consent of the other party.
12.3 Set-off or retention rights are only valid for undisputed or legally established claims.
12.4 Invalid provisions do not affect contract validity. The parties shall replace them with the closest lawful equivalent.
12.5 German law applies. UN Sales Law (UNCITRAL) is excluded. In case of discrepancies, the German version prevails.
12.6 Place of performance for RSD claims is RSD’s business location. Legal venue is 92637 Weiden.
12.7 Amendments must be in writing. This also applies to changes to the written form requirement.