General Terms and Conditions.
Ray Service Vertriebs GmbH, FN 542158t
Status 1/2021
A. General Provisions
1. Scope
All services provided by Ray Service Vertriebs GmbH, Hafenstraße 47-51, 4020 Linz, (hereinafter referred to as “RS”) are based exclusively on the following terms and conditions, which the business partner acknowledges by concluding the contract. The following terms and conditions apply to all business transactions. They also apply to future business relationships, even if they are not expressly agreed upon again. Other regulations, in particular the General Terms and Conditions of the business partner, do not become part of the contract, even if they are not expressly rejected. Amendments or supplements to these terms and conditions or ancillary agreements thereto must be in writing to be legally valid. The requirement of the written form can only be waived by written agreement. Any declaration using a medium that allows a form of storage that allows inspection and unchanged reproduction of the declaration is equivalent to the written form. This includes in particular fax or e-mail.
In addition to and with priority over the General Provisions (A), the conditions for Sale, Delivery and Services (B) and for Purchase (C) apply in the respective cases.
2. Cost Estimates, Offers and Conclusion of Contract
The business is concluded when RS submits an offer and the business partner accepts it in writing and RS receives it, or, in the case of oral acceptance by the business partner, when RS’s order confirmation is received by the business partner. Deviations of the order confirmation from the content of the offer or the declaration of acceptance must be objected to by the business partner in writing within three working days, otherwise they shall be deemed approved.
Offers from the business partner require express written confirmation from RS for acceptance.
RS’s cost estimates are not guaranteed to be accurate. Cost estimates from RS’s business partners are guaranteed to be accurate.
3. Supplementary Provisions
The deliveries and services of RS’s business partner must comply with the generally accepted technical rules and the state of the art applicable at the time of delivery or service at the place of delivery or service. Deliveries and services comply with the generally accepted technical rules if they comply with the national and supranational legal provisions applicable at the time of delivery or service at the place of delivery or service. If the state of the art deviates from the generally accepted technical rules in such a way that the generally accepted technical rules are not met, or if deliveries and services of the business partner do not comply with the generally accepted technical rules otherwise applicable at the time of delivery or service at the place of delivery, or if they do not comply with the state of the art, the business partner must demonstrably inform and warn RS as early as possible in a qualified manner, i.e. with a generally understandable explanation of the deviations and the consequences.
If RS or members of RS’s bodies or employees or representatives of RS are held liable under civil, criminal or administrative criminal law because deliveries or services of the business partner do not comply with the rules and the state of the art, the business partner shall fully indemnify and hold RS harmless.
In the event of contradictions among the sets of rules, the following order shall apply: (1) Mandatory legal requirements, (2) the negotiated contractual agreements between the parties, (3) the provisions of these General Terms and Conditions.
4. Offsetting; Retention
Offsetting or the assertion of rights of retention by the business partner is only permitted for counterclaims that are legally related to RS’s claim and have been legally established or expressly acknowledged by RS in writing. A right of retention of the business partner also only exists if his claim is based on the same contractual relationship.
RS is entitled to assign claims against the business partner from the business relationship in whole or in part to third parties.
5. Liability of RS
5.1 Claims for damages, for example due to delays in delivery, withdrawal from the contract, defective delivery and for whatever reason, in particular also in connection with provisions of product liability, can only be asserted against RS if RS is responsible for gross negligence or intent. Likewise, other claims for damages, in particular those due to positive breach of contract or due to culpa in contrahendo, are excluded, but also all claims for recourse of any kind against RS, unless RS is responsible for intent or gross negligence. The burden of proof for such a degree of fault lies with the business partner.
5.2 Claims for damages in any case only cover the pure elimination of damage, but not consequential damage and lost profit.
5.3 If the business partner announces the dispute to RS in court proceedings concerning him and RS joins these proceedings on his side, the customer shall reimburse all costs of appropriate legal representation of RS, insofar as these have not been actually reimbursed by the opposing party at the latest within 14 days of the end of the proceedings. This obligation of the business partner to pay compensation only does not exist insofar as there is no obligation of the opposing party to pay compensation to RS due to culpable unlawful conduct on the part of RS, whereby RS would have to be accused of intent or gross negligence.
6. Data Protection
The personal data of the business partners are stored and processed in accordance with the statutory provisions within the scope of the intended purpose of the contractual relationship.
7. Applicable Law; Place of Performance and Jurisdiction
The contractual relationship is exclusively subject to Austrian law. The UN Convention on Contracts for the International Sale of Goods is excluded.
The place of performance for all payments is the registered office of RS, even if the handover should take place at another location by agreement. Notwithstanding this, the place of destination designated by RS shall be the place of performance for deliveries and services of the business partner.
The place of jurisdiction is the court with subject-matter jurisdiction at the registered office of RS. RS is entitled to assert claims against the business partner also before the courts responsible for the registered office of the business partner.
8. Severability Clause
Should individual provisions of the contracts be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions and the contract as a whole. In this case, the contracting parties undertake to replace the invalid or unenforceable provisions with a valid provision that corresponds as closely as possible to the economic purpose of the original provision.
B. Sale, Delivery and Services by RS
1. Offers and Scope of Delivery
All projects, offers, cost estimates, drawings, dimensional drawings, descriptions and other documents are the intellectual property of RS and are protected by copyright. They may not be made accessible to any third party by the business partner. All information and data contained herein are non-binding. RS expressly reserves the right to make technical changes.
If the contract concerns goods that are to be manufactured according to the customer’s specifications (custom-made products), the customer’s right to withdraw or terminate the contract and the consideration owed by him as a result shall be governed by the statutory provisions.
A review by RS as to whether the ordered goods are suitable for a specific purpose is not the subject of delivery contracts, not even as a contractual accessory obligation.
If an order remains unexecuted or is otherwise awarded, the client will be charged for the fee and costs for project work performed. The assertion of further damages remains reserved.
The fitters employed by RS are entitled to carry out electrical installation work. However, these must be declared as additional work. If a fitter nevertheless carries out such work at the request of the business partner (without express declaration as additional work), the fitter shall act exclusively at the expense and risk of the business partner and RS shall not be liable or warrant for this in any way.
2. Prices and Additional Costs
The agreed prices are net prices in EUR, duty unpaid, without packaging, without transport insurance, ex works and plus the statutory value added tax. Insofar as taxes, duties or other charges are shown, these reflect the legal situation at the time the offer was submitted. If RS or its suppliers are subject to further charges or the charges shown in the offer are increased after the offer has been submitted, the business partner shall bear these charges or the increase.
The agreed prices are only valid if the entire service is performed. If materials are provided by the business partner for the execution, which is only possible with the express consent of RS, RS is entitled to charge a flat-rate compensation of 15% of the RS list price of the materials provided by the business partner.
RS’s prices are calculated on the basis that the delivery or installation is carried out in one operation. If RS incurs additional costs due to interruptions in the installation that are due to circumstances that were not foreseeable for it or to circumstances that were not caused by it, these can be invoiced to the business partner without separate notification.
If delays cause additional costs, for example due to repeated dispatch and waiting times of fitters, which are not caused or otherwise attributable to RS, or the business partner orders overtime or work is carried out on equipment that was not supplied by RS, the related additional costs can also be invoiced at RS’s usual rates in the case of a lump-sum installation.
In the case of invoicing according to dimensions, this must be done immediately after the service has been performed. If the business partner does not participate in this, he acknowledges the quantities determined by RS.
If RS’s service is contractually agreed to be delivered more than four months after the conclusion of the contract or if the service is performed on the basis of a continuing obligation, RS is entitled to adjust the price if the purchase costs (in particular material and labor costs) or public charges change significantly. The price adjustment is limited to the extent of the change in the purchase costs or public charges. The reasons for this must be presented in writing at the request of the business partner. If the price adjustment leads to an increase of more than 5% of the total price, the business partner has the right to extraordinary termination.
If the prices are not determined at the time of conclusion of the contract, RS’s prices valid at the time of performance of the service will be charged.
3. Packaging and Shipping
The risk passes to the business partner upon handover to the forwarding agent, carrier or business partner himself, at the latest when the object of the contract leaves the RS warehouse. This also applies to carriage paid delivery and/or partial deliveries and also if the shipment is carried out by RS with its own vehicles. A shipment not accepted by the business partner will be stored at his expense.
The business partner must inspect the delivery item upon acceptance and, if he fails to do so, demand that the transport company determine any damage that has occurred, and notify RS of this immediately and in writing, otherwise his claims in this regard shall be excluded. Delivered goods must be accepted by the business partner against confirmation and stored in a dry room, sealed at his own risk until installation. The business partner also assumes liability for parts of the system that have already been installed.
Minor damage such as paint damage and scratches that do not affect the functionality of the delivered goods are considered transport damage; the business partner cannot derive any legal consequences from this against RS.
4. Performance Deadlines; Partial Deliveries
The performance deadlines specified by RS are non-binding. Nevertheless, RS endeavors to comply with them if possible.
If a binding performance deadline has been agreed and the content of the service is subsequently changed, a reasonable extension of the performance deadline for the entire order shall be deemed agreed from the date on which the amendment to the agreement becomes legally effective.
A performance deadline of RS begins with the conclusion of the legal transaction, but not before final clarification of all details relevant to the fulfillment of RS’s performance obligation and not before fulfillment of all financial advance performance obligations assumed by the business partner, such as in particular the performance of down payments or the transfer of bank guarantees and not before fulfillment of the technical or structural requirements for delivery or installation by the business partner.
Events of force majeure, e.g. acts of war, labor disputes, unusual weather conditions, pandemics (e.g. COVID 19) or similar, entitle RS to postpone the delivery by the duration of the hindrance and a reasonable start-up period or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
Partial deliveries are permitted. Each partial delivery shall be deemed an independent delivery with regard to payment, acceptance, default of acceptance, assertion of complaints and the like.
Force majeure and/or other hindrances to production, delivery or execution for which RS is not responsible, such as unfinished electrical installations or construction work, shall extend the delivery time by a reasonable period.
Only in the event of a delay in the execution of the service for which RS is grossly negligent is the business partner free to withdraw from the contract by setting a reasonable grace period of at least six weeks.
5. Retention of Title
RS retains ownership of the goods delivered by RS until they have been paid for in full.
If the business partner is an entrepreneur who concludes the contract in the exercise of an independent, professional or commercial activity, or if he is a legal entity under public law or a special fund under public law, the following shall also apply:
RS retains ownership of all goods delivered by it until the business partner has settled all existing claims arising from the business relationship. This also includes future claims arising from contracts concluded at the same time or later, provided that the retention of title still exists at the time they arise.
If a current account agreement has been concluded with the business partner, the inclusion of the secured claims in the current account or the drawing of a balance and its recognition shall not cancel the retention of title. Rather, the retention of title shall exist until the corresponding current account balance, for the security of which the retention of title is deemed to have been agreed, has been settled.
If a mutual claim is established in connection with the payment of the purchase price by the business partner, the retention of title shall not expire before the bill of exchange has been honored by the drawee.
The business partner is entitled to process and process the reserved goods in the ordinary course of business. In this case, the processing and processing shall be carried out for RS as the manufacturer. RS acquires ownership of the new item. If the processing is carried out together with other materials or if the reserved goods are combined, mixed or blended with other items not belonging to the business partner, RS shall acquire co-ownership of the new item in the ratio of the net invoice value of the reserved goods to the net invoice value of the other materials used. This also applies if the other item is to be regarded as the main item.
The business partner is also entitled to sell the reserved goods in the course of his ordinary business transactions, as long as he is not in default with the payment of a claim arising from the business relationship with RS. The authorization to resell does not apply if there is a prohibition of assignment in the relationship between the business partner and his customer.
The business partner hereby assigns to RS as security all claims and other rights accruing to the business partner from further processing and/or treatment, resale or any other legal reason with regard to the reserved goods. If this involves a claim that is in turn to be included in a current account, the assignment refers to the final balance taking the claim into account. In the event of processing, combining and mixing the reserved goods with items belonging to third parties, the assignment is limited to the amount of the payment claim from RS for delivered reserved goods in proportion to the rights of RS to the rights of involved third parties. If the reserved goods are installed by the business partner as an essential component in the property of a third party, the business partner assigns the resulting claims against the third party or against whomever it concerns in the amount of the value of the reserved goods with all ancillary rights – including one for granting a security mortgage – to RS. In addition, the business partner assigns to RS the claims arising from a commercial sale of the property or property rights in the amount of the value of the reserved goods with all ancillary rights. RS hereby accepts the aforementioned security assignments.
The right to resell, process, mix or combine expires upon the opening of insolvency proceedings against the assets of the business partner.
A reservation of title agreed by the business partner with third parties shall be deemed to have been agreed in favor of RS until full payment of the claims secured by the reservation of title of RS, including the redemption of all checks and, if applicable, accepted bills of exchange. The business partner must inform the third party in writing of the reservation of title existing in favor of RS and verifiably notify RS thereof.
The business partner is authorized, at any time revocably, to collect the claims assigned to RS for their account in their own name. The business partner is obliged to inform RS upon request of the amount of the claim as well as other information, the reason for the claim and the names of the debtors, and to hand over to RS all documents required for collection and to provide information.
If the value of the securities granted to RS exceeds the claims by more than 20%, RS is obliged to release excess security rights at the request of the business partner at RS’s discretion.
If the business partner does not meet its payment obligations, in particular if it is in default of payment, RS is entitled to notify the third-party debtor of the assignment and collect the assigned claim or withdraw from the contract and demand the surrender of the reserved goods.
Pledges and security assignments of the goods delivered by RS under reservation of title by the business partner are not permitted. In the event of seizure, confiscation or other access by third parties, the business partner must point out the ownership of RS and notify them immediately.
For the extended reservation of title and the current account reservation, the law applicable at the place of destination of the goods delivery shall apply in deviation from and in priority to the otherwise agreed law. If the reservation of title or the assignment is not effective under the law in whose area of validity the goods are located, a security corresponding to the reservation of title or the assignment of the business partner’s claim from the processing, combination or resale of the goods shall be deemed to be agreed. Insofar as the cooperation of the business partner is required, he shall take all measures necessary to establish and maintain these rights.
The business partner is obliged to reimburse all costs incurred by RS in connection with the defense against executive interventions by third parties on its reserved property, in particular the costs of legal prosecution.
6. Terms of payment; Default of payment
6.1 All payments are to be made to RS free of charge and without deduction. In the case of assembly, repair, inspection and other services, the invoice amount is due immediately. For the delivery of goods, the invoices are due for payment within 30 days from the invoice date, unless otherwise agreed in writing.
If there are several claims against a business partner and the payment is not sufficient to settle all claims, payments will first be credited to the costs, then to interest and finally to the principal claim. If there are several claims in this respect, the crediting shall take place in accordance with § 1416 ABGB. A deviating redemption provision of the business partner is excluded.
6.2 Bills of exchange are generally not accepted. If, in exceptional cases, the acceptance of checks has been agreed, this shall only be done on account of performance. The costs of discounting and collection shall be borne by the business partner. RS is not liable for timely presentation.
6.3 In the event of default of payment by the business partner, RS is entitled to charge default interest at the statutory rate.
6.4 In the event of default of payment by the business partner as well as in the event of circumstances that make the solvency of the business partner appear questionable, RS is entitled to declare all claims against the business partner due or to withdraw from the contract in whole or in part. If RS makes use of its right of withdrawal, the business partner is obliged to pay a cancellation fee of 25% of the agreed total price. If the subject matter of the contract was the delivery of custom-made products, RS is alternatively entitled to make the services already started available to the business partner and to demand reimbursement of its previous expenses.
6.5 If payment by installments has been agreed, RS shall be entitled to demand immediate payment of the entire price in the event of default of even one installment.
6.6 The business partner is obliged to reimburse all costs caused by an improper fulfillment of its contractual payment obligations, in particular the costs of legal prosecution. The same applies to costs incurred by RS in connection with the defense against executive interventions by third parties on its reserved property.
- For orders with a net invoice value of less than EUR 180.00, overhead costs of EUR 20.00 will be charged.
7. Default of acceptance
If the business partner does not collect the goods from RS at the agreed time or if the business partner refuses to take over the goods without a legally relevant reason, the business partner is in default of acceptance. From the time at which the business partner is in default of acceptance, the liability for risk and chance passes to the business partner. In this case, RS is entitled to store the goods at the expense of the business partner in a warehouse or to send them to the business partner at his expense by a forwarding agent. If storage takes place in its own company, RS is entitled to charge a reasonable storage fee.
8. Advance; Security
RS is entitled to demand a reasonable advance payment or a reasonable security for its claims against the business partner. This applies in particular if a significant deterioration in the financial circumstances of the business partner occurs after conclusion of the contract.
If the business partner does not comply with a request to provide a reasonable advance payment or a reasonable security within two weeks, RS is entitled to withdraw from the contract.
9. Warranty and damages, exclusion of the right to refuse performance
9.1 The business partner must notify RS of defects in the deliveries and services provided by RS, which the business partner has determined or should have determined after delivery by inspection in the ordinary course of business, no later than 14 days after delivery. If a defect becomes apparent only later, the business partner must also notify RS of this within 14 days of knowledge or the point in time from which the business partner could have recognized the defect with due attention. If the business partner fails to give notice in due time, he can no longer assert any claims for warranty or damages or arising from an error regarding the freedom from defects of the delivery or service.
9.2 RS is liable and warrants exclusively that deliveries and services comply with the contract. Deliveries and services comply with the contract if they have expressly warranted characteristics and are suitable for the stipulated use. Advertising content or public statements about characteristics of deliveries or services shall not be taken into account in assessing whether the deliveries or services comply with the contract, unless they have been expressly and in writing made part of the content of the contract.
9.3 RS provides no warranty whatsoever and is not liable for natural wear and tear or for defects that have occurred as a result of improper handling or as a result of elementary events, frost, fire, explosions, theft, water, voltage fluctuations, structural changes and the like, as well as other circumstances for which it is not responsible. RS also provides no warranty or damages for items that the business partner has not purchased from RS.
9.4 Unless RS fulfills warranty and liability claims by offering the assignment of the warranty and liability claims to which RS is entitled against third parties, the business partner must always allow RS to remedy defects by improvement (rework or addition of what is missing) or by replacement of the goods within a reasonable period of at least fourteen days. RS shall in any case be granted at least two attempts to remedy the defect. If the business partner remedies a defect himself or has a defect remedied by third parties before he has given RS the opportunity to remedy the defect, the business partner shall have no claims against RS arising out of or in connection with such a defect.
9.5 Guarantees assumed by RS apply only in favor of the business partner and do not pass to its legal successors in the event of a transfer of the goods. If the business partner changes the location of the goods or has changes made to the goods by third parties, all warranty claims of the business partner shall expire.
9.6 The limitation period for claims arising from warranty or for damages is one year and begins in each case with the delivery or completion of the assembly by RS, in the case of work services by RS with their completion, or in the case of non-collection of the goods after expiry of 14 days from notification of readiness for dispatch of the goods by RS. The business partner has to provide proof that a defect already existed at the time of the transfer of the goods to the business partner or at the completion of a work service during the entire duration of the warranty period.
9.7 If RS has to provide a warranty or be liable for a defect, this will not result in a suspension or interruption of the limitation period for claims arising from warranty and damages, nor will such a period begin to run anew.
9.8 The warranty and damage claims of the business partner arising from defects in the deliveries and services of RS are exhaustively listed here and replace any statutory warranty or damages. In particular, the business partner has no claim for a reduction in price or rescission of the contract, insofar as a remedy of the defect by RS has not failed.
9.9 The right of the business partner to refuse performance according to § 1052 ABGB is excluded.
C. Purchase by RS (goods and services)
1. Order
All orders are only legally bindingly placed by RS if they are issued on order forms of RS, provided with price and conditions, and signed by the purchasing department of RS or departments authorized by it. Verbal or telephonic orders, changes or additions require the express, written confirmation of the purchasing department of RS or the management.
In the event of inconsistencies between the order bases, the following order of precedence shall apply:
(1) the order letter (letter, fax, electronic transmission), (2) the attachments and integral order components mentioned in the order, (3) the framework or special agreements underlying the order and (4) the GTC of RS.
The order of RS shall be deemed to have been accepted by the business partner under the conditions according to the order if the business partner does not object to the acceptance of the order in writing within 24 hours of receipt of the order. The confirmation of the order must contain the confirmation of the delivery date and be sent to RS within 3 days after receipt of the order. Should deviations from the order be registered by the business partner, RS reserves the right to withdraw from the order at any time, free of charge for RS, until express recognition.
In all documents concerning the order, the order number and other notes, which RS designates as obligatory, must be stated. If this is not the case, RS reserves the right not to recognize these documents and to return them unprocessed.
A transfer of orders from RS to third parties is not permitted without the written consent of RS and entitles RS in the event of violation to withdraw from the contract and to claim damages.
2. Delivery period, dispatch, prices
All delivery periods, delivery dates and delivery rhythms mentioned in the orders of RS are binding (fixed transaction). Only cases of force majeure release from compliance with the agreed deadline, and only to the extent that they have demonstrably occurred and have been declared to RS in writing within 24 hours. Events of force majeure are exclusively fire, natural forces, war, pandemics and riot.
If the agreed fixed date is not met (except for force majeure) and RS continues to insist on the fulfillment of the contract, RS shall charge 1% of the net order value as a penalty for each day commenced by which the delivery is delayed to RS, but in total not more than 20% of the net order value, without proof of the damage incurred. RS also reserves the right to demand further damages or costs for substitute performance (e.g. purchases in wholesale and from replacement suppliers, etc.) from the business partner or to withdraw from the order and to demand damages for non-performance.
Early or late deliveries will only be accepted after a separate written agreement. The delivery must be made according to the prescribed shipping method. Non-compliance entitles RS to assert the resulting damage. If the business partner has not been expressly informed of shipping instructions, the most favorable delivery options for the provision of services must be selected. Additional costs for accelerated transport for the purpose of meeting the delivery time shall be borne by the business partner.
Unless otherwise stipulated in the order, the prices are understood to be packaged and “delivered duty paid (DDP) place of destination” in accordance with INCOTERMS and are fixed prices in EURO over the entire term of the order.
The fixed prices include all expenses of the business partner in connection with the fulfillment of the deliveries and services. These include in particular all costs for transport, packaging, insurance, taxes, customs duties and other charges. For any order supplements, the conditions of the main order apply.
3. Invoices; Payment
Unless otherwise stipulated in the order, invoices for each delivery must be sent to RS immediately after dispatch of the goods. They must contain all required information (company name, order number, cost center number, VAT number, consecutive invoice number, company registration number, etc.). Invoices with incomplete information will not be due until clarification by the business partner and can be returned unprocessed by RS.
Payments are made after performance at the place of performance within 30 days with 3% discount or 45 days net after receipt of the invoice, except for special regulations. Prematurely sent invoices are not due. The payment does not mean recognition of the properness of the delivery and thus no waiver of claims due from the title of contract fulfillment, damages, penalty, warranty or guarantee.
Foreign currencies are calculated at the official average exchange rates of the Austrian National Bank at the time of payment by RS.
4. Warranty, notification of defects and damages
The business partner assumes full warranty and liability for the order-compliant and defect-free execution of the deliveries and services and compliance with all relevant legal regulations and technical standards for a period of 3 years from commissioning of the products manufactured by RS with these deliveries and services. He is liable in the same way regardless of fault for the goods and components delivered by him, but not manufactured by himself, or services provided.
The acceptance (acceptance) of the goods (service) by RS takes place by checking at the place of use or on the occasion of the use of the goods. The warranty period begins to run only from this point in time. RS will endeavor to assert detected defects promptly after recognition. RS has no obligation to give notice of defects within the meaning of §§ 377 f UGB, the validity of which is excluded for RS. In the event of a defective delivery or service by the business partner, RS has the right, without prejudice to other legal options, to demand, at its option, free replacement deliveries, free rectification of defects, or a reasonable price reduction, or to have the identified defects rectified at the expense of the business partner, even if the defects are insignificant and remediable. Returns of rejected goods are at the expense and risk of the business partner.
If RS is held liable to its end customer for warranty or due to a defective delivery or service by the business partner. liable for damages, RS is entitled, regardless of fault, to demand compensation from the business partner for the expenses incurred in remedying the defect caused by this defective service.
The business partner guarantees RS the unrestricted use of its deliveries and services. If RS is held liable for the rights of third parties to the delivery item, in particular from patents or other intellectual property rights, the business partner shall indemnify and hold RS harmless.
5. Manufacturing documents / Confidentiality
Samples, models, drawings, clichés and other aids that RS provides to the contractor for the fulfillment of its contractual obligations remain the tangible and intellectual property of RS, over which RS is free to dispose. These aids may only be used for the execution of the orders in question and may not be made accessible or transferred to third parties unrelated to the company without RS’s consent. After execution of the order, they must be returned to RS free of charge. The contractor undertakes to maintain all RS’s operating and business secrets that become known to him in the course of the execution of the order.
6. Intellectual property rights
The contractor warrants that the goods delivered by him are not subject to any sales restrictions – in particular reservations of title – and that domestic and foreign intellectual property rights of any kind are not infringed by processing or reselling the delivered goods.
The contractor shall fully indemnify and hold RS harmless in this context. Should claims be asserted against RS by a third party in this connection, RS is free to choose its legal representation and the contractor is obliged to fully reimburse the costs.