Terms of Service (TOS)

General Terms and Conditions

(1) Scope of Application

(1) These General Terms and Conditions govern the business transactions between RYSTA GmbH (hereinafter: seller), Regattastr. 187, 12527 Berlin (HRB 194319, VAT ID: DE 305340495) and its customers (hereinafter: customer) in the version valid at the time of the order. They apply to all sales and deliveries of goods, accessories and spare parts to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. 

(2) Deviating, conflicting or supplementary terms and conditions of the customer shall only become part of the contract if and insofar as we have expressly agreed to their validity.

(2) Offer & Conclusion of Contract

(1) All offers of the seller are subject to change and non-binding. 

(2) The order of the goods by the customer shall be deemed a binding offer of contract. Unless otherwise stated in the order, the seller is entitled to accept this contractual offer within 30 days of receipt. Acceptance shall be made in writing or by delivery of the goods to the customer. 

(3) Prices and Terms of Payment

(1) The customer shall owe the remuneration specified in the seller's order confirmation. Services that go beyond the scope of services specified in the order confirmation shall be remunerated separately.

(2) Unless otherwise agreed, all prices valid at the time of conclusion of the contract shall apply; these are net prices plus the applicable statutory value added tax. 

(3) Unless the parties have expressly agreed otherwise, the prices shall apply ex works excluding packaging and insurance. Freight, packaging and insurance costs, as well as public charges, customs duties or money transfer fees (transfer or exchange rate fees of credit institutions) shall be borne by the customer, unless the parties have expressly agreed otherwise. 

(4) Unless otherwise stated in the order confirmation, the purchase price is due for payment within 14 days of the invoice date. 

(5) Offsetting by the customer with a counterclaim is only possible if this has been legally established, is undisputed or has been recognized by the seller. 

(4) Scope of Delivery and Delivery Time

(1) The delivery period shall be agreed individually. It shall commence on the date of the seller's order confirmation. If no delivery period has been agreed, the delivery period shall be approx. 3-6 weeks from conclusion of the contract (for deliveries within Germany).

(2) The customer is responsible for ensuring that the goods can be delivered to the delivery address during normal business hours. 

(3) Partial deliveries are permissible, insofar as reasonable for the customer. 

(4) If non-compliance with the delivery deadlines is due to disruptions for which the seller is not responsible (non-availability of the service), the agreed delivery deadline shall be extended. The customer shall be informed immediately of such an extension. At the same time, the customer shall be informed of the expected new delivery period. At the request of the seller, the customer shall be obliged to declare within a reasonable period of time whether it is withdrawing from the contract due to the delay in delivery or insisting on delivery. If the service is still not available within the new delivery period, the seller is entitled to withdraw from the contract in whole or in part; any consideration already paid by the customer will be refunded immediately.

(5) Shipment and transportation shall be at the customer's risk. The risk shall pass to the customer as soon as the consignment has been handed over to the person carrying out the transportation. At the customer's request and expense, the goods will be shipped to another destination. Unless otherwise agreed, the seller is entitled to determine the type of shipment (in particular the transport company, shipping route, packaging) himself.

(5) Retention of Title

(1) All goods are delivered subject to retention of title. Ownership shall only be transferred when the customer has fulfilled all claims to which the seller is entitled from the current business relationship.

(2) If the customer acts in breach of contract, in particular in the event of non-payment of the purchase price due, the seller shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for the return of the goods does not at the same time include a declaration of withdrawal; rather, the seller is entitled to demand only the return of the goods and to reserve the right to withdraw from the contract. If the customer does not pay the purchase price due, the seller may only assert these rights if he has previously set the customer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

(3) The customer is authorized to resell the goods subject to retention of title in the ordinary course of business subject to his terms and conditions, provided that he retains title. In this case, the following provisions shall apply in addition.

(a) The customer hereby assigns to the seller by way of security any claims against third parties arising from the resale of the goods or the product in total or in the amount of any co-ownership share of the seller in accordance with the above paragraph. The seller accepts the assignment.

(b) The customer remains authorized to collect the claim. The seller undertakes not to collect the claim as long as the customer meets his payment obligations to the seller. If the customer does not properly fulfill his payment obligations, the seller reserves the right to collect the claim himself.

(c) The seller undertakes to release the securities to which he is entitled on request to the extent that the realizable value exceeds the claim to be secured by more than 10%. The selection of the securities to be released is incumbent on the seller.‍
(6) Transfer of Risk & Default of Acceptance

(1) The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover. In the case of sale by dispatch, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. If the customer is in default of acceptance, this shall be deemed equivalent to handover. If the shipment of the delivery is delayed for reasons for which the customer is responsible, the risk of accidental deterioration and accidental loss shall pass to the customer upon notification of readiness for shipment.

(2) If the customer is in default of acceptance, fails to cooperate or if the seller's delivery is delayed for other reasons for which the customer is responsible, the risk of accidental deterioration and accidental loss shall pass to the customer. The Seller shall then be entitled to demand compensation for the resulting damage, including additional expenses. 

(3) The customer may not refuse to accept services due to insignificant defects.

(7) Warranty

(1) The warranty for material defects or defects of title of delivered goods shall be governed by the statutory provisions, unless otherwise specified.

(2) The basis of the liability for defects is above all the agreement reached on the quality of the goods. All product descriptions and information which are the subject of the individual contract or which were made public by the Seller at the time of conclusion of the contract shall be deemed to be an agreement on the quality of the goods, but not other advertising, public promotions and statements by the manufacturer. 

(3) The seller shall not be liable for defects which the Buyer is aware of or is grossly negligent in not being aware of when the contract is concluded (§ 442 BGB). Furthermore, the customer's claims for defects presuppose that he has complied with his statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB). If a defect is discovered during delivery, inspection or at any later point in time, the seller must be notified of this immediately in writing.

(4) If the delivered item is defective, the seller may choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). The right to refuse subsequent performance under the statutory conditions remains unaffected. 

(5) The customer must give the seller the time and opportunity required for the subsequent performance owed to carry out the subsequent performance. 

(6) The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs as well as any removal and installation costs, shall be borne or reimbursed by the seller in accordance with the statutory provisions if a defect actually exists. Otherwise, the seller may demand compensation from the customer for the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognizable to the customer. 

(7) If the supplementary performance has failed or a reasonable deadline to be set by the customer for the supplementary performance has expired unsuccessfully or is dispensable according to the statutory provisions, the customer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.

(8) Other Claims for Damages

Unless otherwise stated in these GTC, the seller shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions. 

(9) Statute of Limitations
In accordance with § 438 Para. 1 No. 3 BGB, the general limitation period for claims arising from material defects and defects of title is two years from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.

(10) Final Provisions 

(1) These GTC shall apply to all cases of use by the seller. This shall also apply in particular if the customer uses GTC and these contain terms and conditions that contradict or deviate from the agreement listed here. Deviations from the agreement listed here are only valid if the Seller expressly agrees to them in writing. 

(2) These contractual conditions are subject exclusively to German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. 

(3) The exclusive place of jurisdiction is the registered office of the seller in Berlin. 

(4) The parties are not entitled to transfer, pledge or in any other way encumber claims or other rights arising from this contract without the consent of the other party. 

(5) Amendments, supplements or the rescission of this contract, including the amendment of this Clause 11, must be made in writing (within the meaning of § 126 BGB), unless another form is mandatory. 

(6) Should any provision of these GTC be invalid in whole or in part, this shall not affect the validity of the remaining provisions of this contract.