General terms and conditions of business
General terms and conditions of TA Roloff GmbH as of June 1, 2020
scope
If TA Roloff GmbH, hereinafter “TA Roloff”, is commissioned by a company, hereinafter “customer”, to provide deliveries and/or services, the following provisions apply as an integrated part of the contractual relationship. Individual provisions of these general terms and conditions already refer to the initiation of the contract and are valid to this extent. Any conflicting or deviating purchasing conditions of the customer are not valid. If individual agreements are made between TA Roloff and the customer, these take priority with regard to the relevant provision in our general terms and conditions, without affecting the validity of our general terms and conditions otherwise. Third parties, in particular contractual partners of the customer, cannot derive any rights or protective obligations from our general terms and conditions or other agreements between TA Roloff and the customer without our consent, unless mandatory legal regulations result in a transfer of rights.
Duties of care when placing an order
Customer orders can only be placed in writing. The customer must inform TA Roloff of the operating parameters of the TA drives, in particular the torque of the valve, the ambient temperature, possible vibrations, use in regular operation, use outdoors, use in humid environments, use in elevated humidity, in the tropics, other special features. Written order confirmations from TA Roloff must be checked for content and any deviations from the desired order parameters must be reported immediately. In individual cases, a so-called “slip-stick effect” can occur with ball valves, which leads to an irregular torque curve in the valve and causes damage to gearboxes and structural parts. The customer must therefore examine valves for torque peaks depending on the operating time. The torque specifications in TA catalogs refer to the breakaway torque.
Duties of care during assembly and adjustment
The patented FM system is a safety device that was to be set up at TA Roloff. The same applies to the E 71 emergency power generator and to the construction of underwater drives. Furthermore, assembly and adjustment should be carried out by trained specialist personnel at the customer's site. The electrical connection must be made in accordance with the circuit diagram that is included in the documentation for each TA drive. A reserve copy is usually located under the hood of the TA drive. In Ex areas, please note that Ex screw connections not included in the scope of delivery must be used. The limit switches of the TA drive are adjusted by adjusting the switching cams of the camshaft. Difficulties in setting up, connecting and adjusting the drives should be clarified by telephone with TA Roloff. Suitable tools must always be used.
Prices and payment terms
Deliveries and services from TA Roloff are paid for by the customer at the price lists valid on the day the order is placed, plus packaging, postage and statutory VAT. If there is no price fixing in price lists and an express agreement on remuneration has not been made, appropriate remuneration is deemed to have been agreed. In the case of repairs based on a cost estimate, TA Roloff is only obliged to notify the customer if the cost estimate is exceeded by at least 10 percent. The customer's right to termination remains unaffected. For invoices from TA Roloff, a payment period of 30 days applies, calculated from the invoice date. If the invoice amount is not received within the payment deadline, the customer will be in default. Regardless of whether the customer is at fault, we charge default interest on the outstanding amounts during the delay period in the amount of 9.75 % pa. The customer continues to bear the costs of appropriate legal prosecution, including for meetings and settlements, in particular legal fees and court costs in accordance with the relevant fee schedules. We reserve the right to assert further damages caused by default.
Warranty rights and related claims
The customer must inspect the goods immediately after delivery, to the extent that this is possible in the normal course of business, and, if a defect becomes apparent, notify TA Roloff immediately. The examination must relate to function, compliance with the order parameters and all other technical features and properties that a careful technician carries out when purchasing capital goods. If the customer fails to inspect or report the goods, the goods are deemed approved unless there is a defect that was not apparent during the inspection. If such a hidden defect becomes apparent later, the report must be made immediately after discovery; otherwise the goods are deemed approved even in view of this defect. If the above obligation to inspect and give notice of defects is complied with, the warranty period for defects in normally manufactured drives is 2 years and for repairs related to the repair services is 6 months. The warranty period begins with the delivery of the drives to the customer (date of the delivery note). The customer is entitled to warranty and recourse claims or fulfillment claims in accordance with mandatory legal regulations, but with modifications and restrictions to the release of dispositive regulations and in compliance with customer obligations in accordance with the following provisions:
- TA drives consist of quality components from German brand manufacturers. If the defect is due to the nature of these components, we provide warranty by assigning our warranty claims against the component supplier. The customer accepts this assignment in fulfillment of any existing warranty claims against TA Roloff.
- TA drives are capital goods. Small aesthetic defects, such as: B. in the paintwork or minor grease leaks that do not affect the function do not justify warranty claims. Condensed water in the TA drive does not constitute a warranty claim unless TA Roloff has been informed of the possibility of condensation forming. Corrosion of the aluminum casing that does not affect functionality is also not a defect.
- The brushes of the electric motors we use are wearing parts and are excluded from any warranty. The customer has the option of ordering brushless motors for an additional charge.
- TA Roloff only uses transmission gears specifically designed for the intended purpose. However, increased wear and tear can occur if the duty cycle is unusually long. Such signs of wear do not represent a defect in the drive and do not constitute a warranty claim.
If TA Roloff is burdened with proof that the device is free of defects, TA Roloff will provide proof of the absence of defects by providing evidence of the usual in-house final inspection. If the defectiveness of the products is proven and asserted within the warranty period, TA Roloff will fulfill the customer's warranty claim, subject to the other counterrights, objections and defenses to which TA Roloff is entitled, at TA Roloff's discretion, through repair in the TA factory or replacement delivery. Further claims, such as compensation for consequential damage caused by defects, loss of income, lost profits, production losses, etc. are excluded unless TA Roloff acted intentionally or with gross negligence. In the event of a justified warranty claim, TA Roloff will cover the costs of return transport to the TA factory, provided our contractual freight forwarder is involved, as well as the costs of new delivery by the contractual freight forwarder. TA Roloff will only cover special costs for expanding the TA drives if these costs have been agreed with TA Roloff. Under no circumstances will TA Roloff cover the customer's labor costs and own expenses.
Technician request in the event of an alleged warranty claim
If the customer requests a fitter from TA Roloff claiming that there is a warranty claim and it turns out that there was no fault on TA Roloff's part, the intervention is considered a paid repair. Working hours and vehicle use are calculated according to the currently valid TA Roloff prices.
Costs of special documentation
The documentation on the products available at TA Roloff is made available to the customer free of charge. Costs for special documentation are calculated based on effort.
Time of performance, place of performance and shipping
Appointments that have not been made in writing are non-binding. Due to force majeure events, industrial action, official intervention, difficulties in self-supply, energy supply disruptions, production delays, etc., the contractual delivery time will be extended. Claims for damages arising from takeover and supplier debts, delay or impossibility only apply in the event of careless operational management. The place of fulfillment for delivery and payment is the company headquarters. The delivery is dispatched at the customer’s expense and risk. The ADSp, the insurance conditions and Section 377 of the German Commercial Code (HGB) apply one after the other to inspection and complaint obligations and other obligations.
Loan protection
Delivered goods remain the property of TA Roloff until all claims arising from the business relationship with the customer have been settled in full. The customer is entitled - revocable at any time - to resell the goods as part of proper business operations. In the event of resale, the customer assigns his claims from the resale to TA Roloff, TA Roloff accepts this assignment. Upon first request, TA Roloff will release claims if and to the extent that the sum of the security assignment granted by the customer exceeds TA Roloff's total claim from the business relationship by 20 % and the customer proves the integrity and creditworthiness of the assigned claims. The customer remains authorized to collect until revoked. Upon request, the debtor must notify the debtor of the assignment and provide information about the assigned claims at regular intervals. TA Roloff is entitled to refuse delivery of an order at any time if the customer has defaulted on payment due to other orders or if negative circumstances in the customer's credit rating have occurred or are likely to occur in the near future. The customer is not entitled to set off counterclaims against TA Roloff's claims from deliveries and services, unless the counterclaims are undisputed and legally binding.
Final provisions
If and to the extent that a provision of these General Terms and Conditions is ineffective, a provision should be found between the parties that comes closest to the economic purpose of the fully or partially ineffective provisions. For all contracts concluded on the basis of these General Terms and Conditions, the place of jurisdiction is Hamburg, provided that the parties are full buyers, the dispute is of a property law nature and there is no exclusive place of jurisdiction for the dispute.