Terms of service

§ 1 Scope of application

1. These General Terms and Conditions shall apply to all deliveries and services of Retail & Travel Partners GmbH (hereinafter: RTP). Conflicting or deviating terms and conditions of the customer shall only apply if RTP has agreed to their validity in writing. This shall also apply if RTP carries out delivery without reservation despite awareness of customer´s conflicting or deviating terms and conditions customer. Art. 19 of the Vienna UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply in this respect.

2. Where these General Terms and Conditions regulate claims, rights and demands, competing tortious claims are excluded.

3. These General Terms and Conditions shall also apply to all future transactions with the customer.

§ 2 Conclusion of the contract

1. The customer's order is a binding offer. RTP may accept the offer at its discretion within 2 weeks by sending an order confirmation or by delivering the ordered goods.

2. RTP´s offers are subject to change and non-binding, unless RTP expressly designates them as binding.

§ 3 Prices, due date, default costs, limitation of set-off and right of retention

1. Unless otherwise stated in the order confirmation, the RTP´s prices shall apply ex works from the registered office in Flensburg - FCA registered office RTP (INCOTERMS 2020).

2. VAT is not included in the purchase prices. If payable, it will be shown separately on the invoice at the statutory rate applicable on the day of delivery.

3. Purchase prices for goods delivered by RTP shall be due for payment without deduction on the day of delivery. This shall also apply if the customer has not yet had the opportunity to inspect the goods. Art. 58 para. 3 CISG is excluded. Any bank charges incurred for the payment shall be borne by the customer.

4. If the customer is in default with a payment, RTP shall be entitled, without prejudice to any further claims, to charge a lump sum of EUR 5.00 plus the applicable value added tax for any request for payment issued after default has occurred. If another request for payment is required thereafter, RTP shall be entitled to charge a lump sum of EUR 15.00 plus the applicable VAT. If the default is caused by a reminder, no costs shall be incurred for this reminder. The customer shall be entitled to prove that RTP has incurred no or lower costs.

5. The customer may only set off claims which are based on the same contractual relationship as RTP´s claims against which set-off is made.

6. The customer may only assert a right of retention due to damages caused by delay or incomplete delivery of ordered goods (shortfall in quantity) if the damages caused by delay and/or shortfall in quantity have been confirmed by RTP in advance.

§ 4 Delivery time, partial deliveries, transfer of risk, exclusion of procurement risk, liability for damage caused by delay

1. Delivery dates or periods shall only be binding if they have been expressly agreed as binding. RTP´s deliveries shall be deemed to be on time if RTP has offered the goods to the customer for acceptance at the place agreed in the contract by the agreed date. Art. 52 para. 1 CISG shall not apply.

2. RTP shall be entitled to make partial deliveries and render partial services, unless this is unreasonable for the customer.

3. The risk shall pass to the customer upon handover to the transport company, RTP shall be released from its obligation to perform. Transport shall be at the customer´s risk, even in case of partial deliveries or if RTP has assumed additional services, e.g. transport costs or delivery.

4. RTP shall not assume any procurement risk for items ordered from RTP and shall be entitled to withdraw from the contract if the delivery item cannot be obtained from the supplier despite the prior conclusion of a corresponding purchase agreement and despite demonstrable efforts to obtain the item from the supplier.

5. If non-compliance with a delivery time is due to force majeure, labour disputes, fire, unforeseeable obstacles or other circumstances beyond the reasonable control of RTP, the delivery time shall be extended for the duration of these circumstances, even if RTP is in default when the impeding circumstance occurs. If the impediment lasts for more than one month, both RTP and the customer shall be entitled to withdraw from the contract. The customer´s entitlement to further remedies shall remain unaffected. RTP shall immediately inform the customer of any impediment and, in the event of cancellation, shall immediately reimburse any payments.

6. If partial deliveries have been made, the provisions of paragraphs (4) and (5) shall only apply with regard to the delivery not yet made.

7. RTP shall only be liable for damages caused by delay under the conditions of §§ 280 para. 2, 286 of the German Civil Code (BGB), i.e. in the event of a delay in delivery for which RTP is responsible. The delay in delivery alone shall not constitute a breach of contract within the meaning of Art. 45 CISG. The amount of liability shall be limited to the proven damage caused by the delay. In no event shall RTP be liable for contractual penalties or liquidated damages due to delays in delivery.

§ 5 Claims for defects

1. Specifications for charateristics, quality and/or quantity of delivery items shall only apply if expressly agreed. The mere knowledge of an intended use shall in no event constitute an agreement on the characteristics, quality and/or quantitiy of delivery items. Art. 35 para. 2 CISG is excluded.

2. In the event of minor defects, the customer shall have no right and claim to cancellation of the contract or to damages.

3. In deviation from Art. 45 para. 1 CISG, the customer shall only be entitled to claim damages due to a defect if RTP is at fault (intent or negligence).

4. If the customer chooses to cancel the contract due to a defect, he shall not be entitled to any additional claim for damages. Art. 45 para. 2 CISG shall not apply in this respect.

5. Subsequent fulfilment shall neither include the removal of the defective item nor the re-installation if RTP was not originally obliged to install it.

6. Claims of the customer due to defects in items delivered by RTP shall become time-barred one year after the passing of risk to the customer. The statutory limitation period for recourse claims pursuant to §§ 445a, 445b BGB shall remain unaffected.

§ 6 Limited warranty for industrial property rights, limitation of liability

1. RTP warrants that the delivery items are free from third party industrial property rights only for the territory of the Federal Republic of Germany. The existence of third parties´ industrial property rights to delivery items which are not valid in the Federal Republic of Germany shall not constitute a defect in the delivery items.

2. Unless otherwise stipulated by these General Terms and Conditions, RTP shall be liable for intent or gross negligence in accordance with the general statutory provisions. In any other case, RTP shall only be liable in accordance with the German Product Liability Act, for injury to life, body or health or for culpable breach of material contractual obligations or if RTP has fraudulently concealed a defect or has assumed a guarantee for the quality of the delivery item. However, the claim for damages for the breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract. Material contractual obligations are those whose fulfilment characterises the contract and on which the customer may rely.

3. In no event shall RTP be liable for loss of earnings and business interruption damages if a delay is due to the fact that, despite demonstrably timely ordering and despite demonstrable endeavours for timely procurement, an item or other advance performance required for the delivery to be rendered by RTP cannot be obtained from the supplier in good time.

§ 7 Place of fulfilment, place of jurisdiction, applicable law

1. Place of fulfilment and exclusive place of jurisdiction for disputes arising from or in connection with the contractual relationship shall be Flensburg, Germany. However, RTP shall be entitled to sue the customer at his place of residence and/or business instead.

2. The laws of the Federal Republic of Germany shall apply.