General Terms and Conditions of RoofTech GmbH

General Terms and Conditions of RoofTech GmbH:

§ 1 Validity

(1) These General Terms and Conditions (“GTC”) contain the exclusively applicable conditions between you and us, RoofTech GmbH, Benzstrasse 21, 71101 Schönaich, Germany, for all contracts, deliveries, services and offers concluded between you and us. These GTC are part of all contracts that we conclude with you for the deliveries or services offered by us. These GTC only apply if you are an entrepreneur (Section 14 of the German Civil Code), a legal entity under public law or a special fund under public law. (2) General terms and conditions of yours or third parties do not apply, even if we do not specifically object to their validity in individual cases. Even if we refer to a letter that contains or refers to general terms and conditions of yours or a third party, this does not constitute consent to the validity of your general terms and conditions. (3) Unless otherwise agreed, these GTC in the version valid at the time of your order or in any case in the version last communicated to you in text form also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

§ 2 offer and contract

(1) The presentation of our goods on our homepage www.rooftech.de, in our catalogs or our other advertising media, offers or cost estimates does not constitute a binding offer on our part. By placing your order, you are making a binding offer to us. (2) A contract between you and us is only concluded when we issue an express, separate declaration of acceptance by fax, email or in writing. (3) With the exception of our managing directors, our employees are not authorized to make agreements that deviate from these General Terms and Conditions. (4) Our information on the subject of the delivery or service (e.g. weights, dimensions, tolerances and technical data) and our representations of the same (e.g. illustrations) in our offers and/or order confirmations are only approximately relevant unless the usability for the contractually intended purpose requires exact conformity. They are not promised characteristics, but descriptions or markings of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements are permissible as long as they do not affect the usability for the contractually intended purpose. (5) We reserve the ownership and/or rights of use of all offers and cost estimates made by us as well as illustrations, calculations, brochures, catalogues, models and other documents and resources made available to you. You may not make these documents and items accessible to third parties, either as such or in terms of content, without our express consent, use them yourself or through third parties, have them used or reproduce them. At our request, you must return these items to us in full and destroy any copies made if you no longer need them in the normal course of business or if negotiations do not lead to the conclusion of a contract.

§ 3 prices and payment

(1) The prices apply to the scope of services and deliveries listed in the order confirmations. The prices are in EURO ex works plus packaging and shipping costs, statutory VAT, customs duties for export deliveries, fees and other public charges, provided that we assume these for you. (2) Our prices are calculated on the basis of our conditions and, if applicable, exchange rates applicable at the time the contract is concluded. If we agree with you that delivery should take place later than four months after the contract is concluded, we are entitled to adjust the agreed price to any changed conditions (e.g. our procurement costs; exchange rates). (3) Invoice amounts must be paid within the agreed payment period. The date of receipt by us is decisive for the date of payment. (4) In the event of late payment, you must pay default interest of 9 (nine) percentage points above the respective base interest rate per annum. We can also charge a flat rate of 40 euros. We reserve the right to claim higher interest and/or further damages. The flat rate according to sentence 2 will be offset against any damages owed if the damage is based on legal costs. Our claim to commercial interest on maturity (Section 353 of the German Commercial Code) remains unaffected with regard to merchants. (5) We are entitled to carry out or provide outstanding deliveries or services only against advance payment or security if, after conclusion of the contract, we become aware of circumstances which are likely to significantly reduce your creditworthiness and which endanger the payment of our outstanding claims by you from the respective contractual relationship.

§ 4 delivery and delivery time

(1) We deliver ex works. At your request and at your expense, we will send the goods to another destination. Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route and packaging) ourselves. (2) The delivery period is agreed individually or specified by us when accepting the order. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, freight carrier or another third party commissioned with the transport. (3) Compliance with our delivery obligation requires the timely and proper fulfillment of your obligations. The defense of non-fulfillment of the contract remains reserved. (4) If an ordered product is not available because we are not supplied by our supplier through no fault of our own, we can withdraw from the contract. In this case, we will inform you of this immediately and immediately reimburse any service already provided. (5) Your claims for damages or reimbursement of wasted expenses in the event of delayed delivery or impossibility exist in accordance with Section 7.

§ 5 Place of performance, shipping, packaging, transfer of risk, acceptance

(1) The place of performance for all obligations arising from the contractual relationship is Schönaich, unless otherwise specified. (2) The method of shipping and packaging are subject to our reasonable discretion. (3) The risk is transferred to you at the latest when the delivery item is handed over to the forwarding agent, freight carrier or other third party appointed to carry out the shipment. This also applies if partial deliveries are made or if we have undertaken other services (e.g. shipping). (4) You will bear the storage costs if you are in default. (5) We will only insure the shipment against theft, breakage, transport, fire and water damage or other insurable risks at your express request and at your expense.

§ 6 Warranty

(1) The statutory provisions apply to your rights in the event of material and legal defects (including incorrect and short deliveries), unless otherwise specified below. In all cases, the special statutory provisions for the final delivery of the goods to a consumer remain unaffected. (2) Our liability for defects is based primarily on our agreement on the quality of the goods. If the quality was not agreed, the statutory regulation must be used to assess whether or not a defect exists. (3) If a mutual commercial transaction is involved, your claims for defects presuppose that you have complied with your statutory inspection and complaint obligations in accordance with Section 377 of the German Commercial Code (HGB). If a defect becomes apparent during inspection of the purchased item or later, you must notify us of this in writing immediately; sending the notification in good time is sufficient to meet the deadline. Irrespective of this inspection and complaint obligation, you must notify obvious defects (including incorrect and short deliveries) in writing immediately; sending the notification in good time is sufficient to meet the deadline. If you fail to carry out the proper inspection and/or report the defect, our liability for the defect not reported is excluded. (4) If the delivered item is defective, we can initially choose whether we will provide subsequent performance by eliminating the defect (repair) or by delivering a defect-free item (replacement delivery). (5) We are entitled to make the subsequent performance owed dependent on you having paid the purchase price due. However, you are entitled to retain a portion of the purchase price that is appropriate in relation to the defect. (6) You must give us the time and opportunity required to provide the subsequent performance owed, in particular to hand over the goods in question for inspection purposes. In the event of a replacement delivery, you must return the defective item to us in accordance with the statutory provisions. (7) We will bear the expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs, if a defect actually exists. However, if your request for remedy of the defect turns out to be unjustified, we can demand reimbursement of the resulting costs from you. (8) Your claims for damages or reimbursement of wasted expenditure only exist in accordance with Section 7 and are otherwise excluded. 

§ 7 Other liability

We are liable - regardless of the legal basis - for damages or for reimbursement of wasted expenditure in accordance with the following provisions in paragraphs 1 to 5. (1) Unless otherwise stated in these General Terms and Conditions, including the provisions of this Section 7, we are liable for breaches of contractual and non-contractual obligations in accordance with the relevant statutory provisions. (2) We are liable for damages in the event of intent or gross negligence. In the event of simple negligence, we are only liable a) for damages resulting from injury to life, body or health, b) for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance you regularly rely and may rely); in this case, however, our liability is limited to compensation for foreseeable, typically occurring damage. (3) The limitations of liability resulting from paragraph 2 do not apply if we have fraudulently concealed a defect or provided a guarantee for the quality of the goods, or in the event of liability under the Product Liability Act. (4) The provisions of this Section 7 shall apply accordingly to the reimbursement of wasted expenditure. (5) To the extent that liability for damages is excluded or limited towards us, this shall also apply to the personal liability for damages of our legal representatives and vicarious agents. 

§ 8 Limitation

(1) The limitation period for claims arising from material and/or legal defects is one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance. (2) Special statutory provisions for third-party claims for the return of property, in the event of fraudulent intent on the part of the seller, for claims in supplier recourse in the event of final delivery to a consumer and for claims due to injury to life, body or health remain unaffected. (3) The above limitation periods under the law on sales also apply to your contractual and non-contractual claims for damages based on a defect in the goods, unless the application of the regular statutory limitation period would lead to a shorter limitation period in the individual case. The limitation periods under the Product Liability Act remain unaffected in any case. (4) Otherwise, the statutory limitation periods apply exclusively to the buyer's claims for damages in accordance with Section 7.

§ 9 Retention of Title

(1) We retain title to the purchased item until all payments from the delivery contract have been received (“reserved goods"). If you act in breach of contract, in particular if you default in payment, we are entitled to take back the reserved goods. The return of the reserved goods by us constitutes a withdrawal from the contract. After taking back the reserved goods, we are entitled to sell them; the proceeds from the sale are to be credited against your liabilities to us – less reasonable sales costs. (2) In the event of seizures or other interventions by third parties, you must notify us immediately in writing. (3) You are entitled to resell the reserved goods in the ordinary course of business; you hereby assign to us all claims in the amount of the final invoice amount (including VAT) of our claim that arise from the resale to your customers or third parties, regardless of whether the reserved goods were resold without or after processing. You remain authorized to collect this claim even after the assignment. Our right to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as you meet your payment obligations from the proceeds received, do not fall into arrears and, in particular, no application for the opening of insolvency proceedings has been made or payments have been suspended. However, if this is the case, we can demand that you inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment. (4) Any processing or transformation of the reserved goods by you will always be carried out for us. If the reserved goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the reserved goods (final invoice amount including VAT). VAT) to the other processed items at the time of processing. In all other respects, the same applies to the new item created through processing as to the reserved goods. (5) If the reserved goods are inseparably combined or mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the reserved goods (final invoice amount including VAT). VAT) to the other combined or mixed items at the time of combination or mixing. If the reserved goods are combined or mixed in such a way that you regard the item as the main item, you and we already agree that you transfer to us proportionate co-ownership of this item. We hereby accept this transfer. You will safeguard the sole ownership or joint ownership of an item thus created for us. (6) In the event of seizure of the reserved goods by third parties or other interventions by third parties, you must point out our ownership and notify us immediately in writing so that we can enforce our ownership rights. If the third party is unable to reimburse us for the legal or extrajudicial costs incurred in this connection, you will be liable for these costs. (7) If you so request, we are obliged to release the securities to which we are entitled to the extent that their realisable value exceeds the value of our outstanding claims against you by more than 10%.

§ 10 property rights

(1) You acknowledge our property rights to all documents and samples, designs, plans, drawings, forms, models, production documents, production materials and processes, test plans and other know-how information made available by us (“Protection rights“). You will neither register any property rights yourself nor assist third parties in doing so. This also applies if we have not yet registered new creations for the corresponding property rights. (2) The transfer or making available of property rights to third parties, regardless of the form, is prohibited unless we have expressly consented to the transfer beforehand. (3) The use of the name as well as our logos and symbols by you requires our express prior written consent.

§ 11 Confidentiality of trade secrets

(1) We retain title to illustrations, plans, drawings, calculations, execution instructions, product descriptions, information and other documents that we make available to you as part of an order or its initiation, as well as to other items that we hand over to you (collectively "trade secretsWe reserve ownership rights and, where applicable, copyrights. Such trade secrets are to be used exclusively for the contractual service. You undertake to treat all trade secrets obtained from us or our clients in the course of initiating and implementing the contract as confidential for an unlimited period of time and to use them only for the contractual purpose. Trade secrets must be kept secret from third parties, even after our business relationship has ended. The obligation of confidentiality only expires if and to the extent that the knowledge contained in the trade secrets has become generally known. (2) Trade secrets must be kept separately at your expense until they are returned and must be secured and insured to an appropriate extent against third-party knowledge, destruction and loss.

§ 12 Data Protection; Compliance

(1) You undertake to comply with the statutory provisions on data protection with the care of a prudent businessman. In particular, you will take all necessary technical and organizational measures to protect business secrets from unauthorized access by third parties, loss, damage or copying in accordance with the state of the art. (2) You must instruct all employees in accordance with the relevant data protection provisions and oblige them to maintain confidentiality in writing. These declarations must be presented to us on request. (3) As part of your compliance, you are obliged to comply with the relevant national and European legal provisions (in particular environmental protection, occupational safety, the Safety Inspection Act, the Ordinance on Hazardous Substances, etc.).

§ 13 Choice of law and jurisdiction

(1) If you are a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or the holder of a special fund under public law, if you do not have a general place of jurisdiction in Germany or if you move your place of business abroad after the conclusion of the contract, the place of jurisdiction for all possible disputes arising from the business relationship between us and you is Schönaich. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected. (2) The relationship between us and the customer is subject exclusively to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) does not apply.

As of February 2025

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