General Terms and Conditions of RNT Rausch GmbH
Section 1 Subject of the contract – scope
RNT Rausch GmbH, Im Stöck 4a, 76275 Ettlingen, Germany (hereinafter referred to as “RNT”), develops, produces and sells server and storage systems and the associated infrastructure as well as active network components (hardware and software, hereinafter referred to as “products”), plans individual IT infrastructures, advises clients on technical matters and offers operating solutions for data. RNT delivers, installs and administrates server and storage solutions incl. the associated active network components (hereinafter also referred to as “services”).
These general terms and conditions (T&Cs) apply to all RNT deliveries and services. They apply exclusively; opposing client conditions or those that vary from these T&Cs are not part of the contract unless RNT has explicitly agreed to their application in writing. These T&Cs also apply without restriction if RNT delivers products or provides services whilst aware of contrary or varying client business terms.
Section 2 Quotations and concluding the contract – quotations
The client’s product order represents a binding offer that can be accepted by RNT by sending an order confirmation or handing over the product. If the client orders a service this offer can also be accepted by sending an order confirmation or in fact by providing the service. Offers or cost estimates submitted by RNT remain subject to change. RNT retains the ownership and copyrights to diagrams, drawings, calculations and other documents in any form whatsoever. This also applies to such documents marked “confidential”. Before their transfer to third parties the client requires the explicit written consent of RNT.
Section 3 Usage rights – licences
RNT is either the rights holder of the products that are subject to the contract or is authorised by the rights holder to sell, develop or use them.
1. RNT products
With regard to RNT’s own products, the client receives a non-exclusive, non-transferable usage right to use the product for the contractual purpose (licence). Restrictions relating to the scope and duration of the usage right are stated in the individual contractual agreement; if buying the products, the licence is issued without a time restriction after paying the agreed fee to RNT.
The client is not permitted to modify or remove existing trademark labels. The licence does not include any right to process and/or modify the products.
2. Third-party products
RNT will transfer the end user licences to the products of third-party companies that are provide by the licensors to the client. The client’s right to use and possibly third-party market the products depends on the end-user licences of the licensor.
Section 4 Prices, payment terms and retention right
The prices agreed in the contract are plus the statutory applicable value-added tax and any delivery costs.
A discount payment in the amount of the service value provided can be requested for the completed parts of the service as defined by the statutory provisions. The client only has the right to offset the damages if the counter-claims are legally binding, undisputed or recognised by RNT.
A client retention right is excluded unless the client’s counter-claim is undisputed or legally binding.
The assignment of the client’s claims against RNT is excluded.
Section 5 Delivery and performance
If RNT has set execution and completion periods and made them the basis for issuing the order, the periods are extended in the event of force majeure and for the duration of the delay. RNT is not bound to the agreed execution or completion periods if the client modifies their order after it is issued. If execution or completion periods should nevertheless be binding, this requires another agreement.
RNT bears the risk of the random destruction and worsening until the product is handed over to the client at RNT’s corporate headquarters or, in the event of delivery having been agreed, until handover to the person appointed to deliver to the client. If the client is in default of acceptance this is equivalent to transfer. The client is obliged to inform RNT within ten business days of delivery in writing about the destruction or worsening of the product.
If RNT is responsible for ongoing services, such as online access to servers, databases and similar services, availability is agreed at an average of 99.8 % per year. Interruptions to the services for which RNT is not responsible (e.g. interruptions to the client’s internet connection for which RNT is not responsible) are not assigned to RNT.
Section 6 Retention of title and collateral rights
RNT retains ownership of the goods until full payment has been made for all claims from the ongoing business relationship with the client.
The client is permitted to process and/or sell the products delivered by RNT. If processed, the client transfers to RNT the ownership of the product created and, in the event that the client processes the product with other products purchased and under extended retention of title, the joint ownership in the ratio of the value of the RNT product to the value of the other products under extended retention of title and processed. As consideration for the agreement to the sale, the client assigns on conclusion of the contract with RNT its (future) receivables against its (future) clients to RNT, in the event of prior processing in the joint ownership share held by RNT; RNT accepts the assignment. RNT authorises the client to collect the receivable in its own name from the client but on behalf of RNT.
The client’s right to request the reduction in collateral rights from RNT remains unaffected.
For anti-contractual behaviour by the client, in particular default payment or if there are circumstances that make the occurrence of insolvency reasons likely as stated in the insolvency regulations, RNT can – notwithstanding other rights – withdraw from the contract and request the return of the retained goods. The client is obliged to inform RNT without delay of access by third parties (e.g. through pledging) and damage to or destruction of the products subject to retention of title.
Section 7 Approval
If approval is required or agreed in connection with RNT providing services, RNT will inform the client in written form about the completion of the services. The client will inform RNT within a period of one week from the date of the completion notification in writing whether the service has been approved and state any defects found. If this notification is not received, the approval is considered to have been given after one week unless the client refuses approval because the services are fundamentally not as stated in the contract. The approval may only be refused for significant defects.
Section 8 Liability for deficiencies
RNT guarantees within the framework of the statutory provisions and whilst observing the following provisions that the products and services meet the contractual requirements, are not associated with defects and are suitable for usual use.
The guarantee for a software program covers the program’s function for normal use and agreement with the specifications explicitly agreed in the contract. If a program is delivered without agreeing explicit specifications, RNT only accepts the warranty that the program information is correctly described in the program and that the program can be used as per the program information. RNT further guarantees that the software it has produced itself matches the recognised state of the art on approval and does not have significant defects. RNT does not guarantee uninterrupted or defect-free operation of the program or the resolution of all program defects.
Defect claims by the client arise from delivery (purchase agreement/plant delivery) or approval (work contract).
The client must describe defects that occur precisely and inform RNT. Defects to the goods are always to be documented in a meaningful manner; if software has defects, the error messages displayed must in particular be documented and RNT must be informed. The client will support RNT in resolving the defects.
RNT is free to choose whether to resolve the defects, replace the product or create a new one. RNT is entitled to choose to check the products in the premises of the client or RNT. At the request of RNT, the product subject to complaints must be returned to RNT. If subsequent fulfilment fails the client has the right to minimise its damages; the right to withdraw from the contract is excluded.
If the client purchases products from RNT for which the manufacturer or seller offers such services as hotlines, the client is obliged to initially use these services if problems occur. This applies accordingly in the event of the existence of special warranty rights (e.g. plant guarantees) by the manufacturer or seller.
The warranty period is one year from delivery (purchase agreement/plant delivery) or approval (work contract).
The warranty is excluded if the client changes the product or parts thereof delivered itself or through a third party and this makes the defect resolution impossible or unreasonable. In all cases the client bears the additional costs thus incurred.
Before implementing the defect resolution services, the client is responsible for removing all components and products not installed by RNT and making backup copies of files and programs.
Section 9 Liability
RNT is liable for damage that is based on deliberate or grossly negligent contractual infringement and damage arising from the slightly negligent infringements of key contractual obligations. In the latter case, the liability of RNT is limited to the damage typically predictable when the contract was concluded. RNT is not liable for insignificant contractual obligations resulting from slight negligence. RNT is only liable for consulting services if the issue affects the content of the quotation.
The client is obliged to prevent the unwanted change to or loss of its data through regular data backups that take place at least on a daily basis. Before each intervention in its existing hardware and software system, it must in particular undertake potential reasonable data backup measures according to the latest technology and prevent the unwanted change to or loss of data. If the client does not undertake these measures, RNT is only liable in the amount of the cost of restoring the modified or lost data from a proper, in particular machine readable, data backup.
The liability of RNT for damages from injury to life, limb or health as a result of culpable and for other damages as a result of at least grossly negligent duty infringements is unaffected by the liability restrictions of this paragraph. A duty infringement and culpability of RNT is equivalent to that of its statutory representatives or vicarious agents.
Section 10 Declarations
Legally significant declarations and notifications that the client must provide to RNT must be in written form.
Section 11 Confidentiality
The parties are obliged to maintain the confidentiality of all circumstances of which they become aware in association with the conclusion and implementation of the contract for an unlimited period of time and to only use the information obtained exclusively within the framework and for the purposes of fulfilling the contract. Such circumstances that are or become known publicly are excluded from this confidentiality obligation. The contractual partners may only make the content of the contract known to employees and / or other third parties if this is required to provide the contractual services.
Section 12 Final provisions
The exclusive place of jurisdiction for all disputes arising from and associated with this agreement is Karlsruhe.
The laws of the Federal Republic of Germany excluding the provisions of common UN purchasing law on the purchase of mobile items and German international purchase law apply.
If provisions of these T&Cs and/or contract are or become ineffective in part or in full, this does not affect the effectiveness of the other provisions.