General Terms and Conditions

Please note that this is a translation from the German version of the AGB which is valid.

1. Acceptance of the General Terms and Conditions

These General Terms and Conditions of RFID Konsortium GmbH (RFID Konsortium) apply to all contracts concluded between the customer/client and RFID Konsortium for the sale, manufacture and processing of goods, hardware, software and consumables, as well as the provision of services. They shall also apply to all future business relations, even if they are not expressly agreed. Any deviating terms and conditions of the customer/client that are not expressly recognized by the RFID Konsortium shall not be binding on the RFID Konsortium, even if the customer/client does not expressly object to them. All offers not expressly designated as binding are subject to change. The right to make technical changes as well as changes in form, color and/or material shall remain reserved within reasonable limits. Orders that are not signed by both contracting parties shall only be deemed to have been concluded upon written confirmation by RFID Konsortium. Additions, amendments, ancillary agreements and verbal agreements shall only be effective if they are confirmed in writing by both contracting parties. The information and illustrations contained in brochures and catalogs are approximate values customary in the industry, unless they have been expressly designated by us as binding.

2. Delivery

The delivery period shall only be deemed to have been agreed as approximate. It shall commence on the date on which RFID Konsortium has received all information and approvals from the customer, if these are required, but at the earliest on the date of the order confirmation. The delivery period shall be deemed to have been met if all or part of the goods have left the factory at the agreed time or, if shipment is not possible, if the customer has been notified that the goods are ready for shipment. In the event of a delay in delivery, a reasonable grace period must be set. Partial deliveries must be accepted. In the event of changes to the contract at the risk of the customer which affect the delivery period, this may be extended to a reasonable extent. These changes may not delay the completion of the order by more than three months, provided that the customer is not responsible for them. Goods ordered on call must be accepted within 12 months of order confirmation. The binding delivery quantities must be communicated in writing at least 2 months before the delivery date.

If the RFID  Konsortium is prevented from fulfilling its obligations due to the occurrence of unforeseeable extraordinary events which it was unable to avert despite  exercising reasonable care in the circumstances of the individual case – regardless of whether they occurred at the RFID Konsortium itself or at its suppliers – in particular official interventions, operational disruptions, labor disputes and the consequences of labor disputes, delays in the delivery of essential components or raw and auxiliary materials, the delivery period shall be extended by a reasonable period.  If delivery or performance becomes impossible due to the aforementioned events, the RFID Konsortium shall be released from its obligation without the customer being entitled to withdraw from the contract or claim damages. If the aforementioned impediments occur at the customer’s premises, the same legal consequences shall apply to the customer’s obligation to take delivery. The contracting parties are obliged to inform the other party immediately in writing of any obstacles of the type described above. The right to correct and timely self-delivery is reserved. This shall only apply if we are not responsible for the non-delivery and a congruent covering transaction has been concluded with our supplier.

The RFID Konsortium shall inform the customer immediately of the non-timely availability of the delivery item and, if the customer wishes to withdraw from the contract, shall immediately exercise the right of withdrawal; in the event of withdrawal, the RFID Konsortium shall immediately reimburse the customer for any corresponding consideration already received. If the RFID Konsortium discovers after conclusion of the contract that it is unable to manufacture or process the ordered goods for technical reasons, it may withdraw from the contract. The RFID Konsortium shall inform the customer immediately of the technical obstacles and exercise its right of withdrawal without delay. In the event of withdrawal, the RFID Konsortium shall immediately reimburse the customer for any consideration already received. Claims for damages by the customer shall be excluded or limited in accordance with Section 12 of these Terms and Conditions of Delivery.

3. Software licensing

The RFID Konsortium shall provide the customer with the software specified in the offer (hereinafter “Software”) in object code including the user manual in accordance with the following provisions by way of purchase. The offer specifies in particular the content and scope of the service and the software, the place and time of delivery, the hardware and software environment (in particular the operating system and data carrier) and the purchase price. The source code of the software is not provided to the customer. The customer receives a non-exclusive right to use the software, including the user manual, for an unlimited time and place. The customer may reproduce the software insofar as the respective reproduction is necessary for the use of the software. Necessary reproductions include the installation of the software on the mass storage of the hardware used and the loading of the software into the working memory. If, for reasons of data security or to ensure rapid reactivation of the computer system after a total failure, the regular backup of the entire data stock, including the computer programs used, is essential, the customer may make the necessary number of backup copies. The data carriers concerned must be labeled accordingly. The backup copies may only be used for purely archival purposes to ensure rapid reactivation. Otherwise, the customer is not entitled to make backup copies. If the customer requires a second copy, e.g. because the first copy has been lost, the RFID Konsortium shall provide him with such a replacement copy against reimbursement of the costs incurred. If the original data carrier is still available, a replacement copy shall only be provided if the original data carrier has been handed over to the RFID Konsortium at the same time.

The customer may not make any further copies, including outputting the program code to a printer or photocopying the user manual. Any additional user manuals required for employees must be obtained from the RFID Konsortium for a fee. The customer is entitled, within the scope of the rights of use granted to him, to also enable the use of the software by users (“users”) who are employed by affiliated companies of the customer within the meaning of §§ 15 ff. AktG (German Stock Corporation Act). The customer may use the software on any hardware available to him, taking into account the hardware environment specified in the offer. However, if the customer changes the hardware, he undertakes to delete the software on the hardware previously used. If the subject of the contract is the provision of the software for use on a limited number of workstations or by a limited number of users, simultaneous storage, provision or use is only permitted on the number of workstations or by the number of users specified in the offer. Likewise, the use of the software within a network or other multi-station computer system is only permitted under this condition if this does not create the possibility of simultaneous multiple use of the software on a number of workstations exceeding the number specified in the offer or by a number of users exceeding the number specified in the offer.

If the customer wishes to use the software within a network or other multi-station computer system, he must prevent simultaneous multiple use on a number of workstations exceeding the number specified in the offer or by a number of users exceeding the number specified in the offer by means of access mechanisms (e.g. password assignment). Modification of the software by the customer is not permitted unless it serves to rectify a defect and the RFID Konsortium is in default of rectifying this defect or refuses to do so. The removal of copy protection or similar protection routines is only permitted if this protection mechanism impairs or prevents the trouble-free use of the program. The customer shall bear the burden of proof for the impairment or prevention of trouble-free usability by the protection mechanism. If actions are likely to result in the disclosure of important programming functions and working methods, the customer may only commission such actions to a commercially operating third party that is not in a potential competitive relationship with the RFID Konsortium. Any intervention in the program code (decompiling or re-engineering) is only permitted under the statutory restrictions pursuant to Section 69e of the German Copyright Act (UrhG). § 69 e of the German Copyright Act (UrhG).

In any case, the customer must first request the required information, which he wishes to obtain by interfering with the program code, from the RFID Konsortium against payment of an expense allowance. Copyright notices, serial numbers and other features serving to identify the program may not be removed or altered under any circumstances. The customer may permanently sell the software, including the user manual, to third parties or pass it on free of charge if the acquiring third party agrees to the continued application of these General Terms and Conditions.

In the event of transfer, the customer must hand over all copies of the program to the third party or destroy the copies not handed over. As a result of the transfer, the customer’s right to use the program shall expire. The customer is obliged to inform RFID Konsortium of the name and full address of the third party and to provide RFID Konsortium with the terms of use acknowledged and signed in writing by the third party. The customer may make the software, including the user manual, available to third parties for a limited period of time, provided that this is not done by way of rental or leasing and the third party agrees to the continued application of these General Terms and Conditions in writing. The customer must hand over all copies of the program to the third party or destroy any copies not handed over. For the duration of the transfer of the software to the third party, the customer shall have no right to use the program himself.

The customer is obliged to inform the RFID Konsortium of the name and full address of the third party. Notwithstanding sentence 1, the software may be transferred to third parties for a limited period of time by way of rental or leasing if and to the extent that the business purpose of the customer is leasing and the customer obliges the third party to comply with these General Terms and Conditions. The customer may not make the software available to third parties if there is reasonable suspicion that the third party will violate the terms of use, in particular by making unauthorized copies. This also applies with regard to the customer’s employees.

4. Pricing

If a significant change in certain cost factors, in particular the cost of wages, input material, energy or freight, occurs after the expiry of six months after the conclusion of the contract but before delivery of the goods, the agreed price may be adjusted to a reasonable extent in accordance with the influence of the relevant cost factors. RFID Konsortium shall inform the customer accordingly in writing. Commercial silence shall be deemed acceptance in accordance with 362 HGB. All prices are quoted in EURO plus statutory VAT. Proofs produced by RFID Konsortium as well as means of production such as films, printing plates, tools, molds, prototypes shall remain the property of RFID Konsortium and shall not be handed over, even if the customer is invoiced for part of the production costs. Any change to the text correction requires the production of new graphics and films. Should the customer make a change to the order placed, the supplier shall invoice the cost price incurred without prior notification. Production-related excess or short deliveries of consumables are permitted within a tolerance of 10% of the total order quantity. The total price shall change accordingly. If the Consortium allows the Customer to cancel an order once it has been placed, the Customer shall reimburse the costs of concluding the contract, including any agency commission incurred, as well as the Supplier’s loss of profit amounting to 50%.

5. Terms of payment

Unless otherwise agreed, all invoices must be paid within fourteen days of the invoice date. The date of dispatch from RFID Konsortium shall be decisive.
After expiry of the period agreed in point 5.I. the customer shall be in default of payment. During the period of default, the customer shall pay interest on the debt at eight percentage points p.a. above the respective base interest rate. We reserve the right to claim demonstrably higher damages caused by default.
Five euros shall be charged for each reminder. When placing the order, the customer is obliged to provide precise information about the legal form and legal representation of his company. If the information is incomplete or unclear, the customer shall be obliged to bear the costs incurred in obtaining information from the commercial register and/or trade register, irrespective of the occurrence of default. However, if no satisfactory credit report is issued on the customer with whom no business relationship has yet existed, if there are doubts as to the customer’s solvency or if the supplier has already had to apply for a default summons, the RFID Konsortium shall be entitled to demand advance payments in any amount of the order value as soon as it is certain that delivery can be made. If a significant deterioration in the financial situation of the Customer occurs after conclusion of the contract, the RFID Konsortium may demand advance payment within a reasonable period and refuse performance until fulfillment. In both cases (5.IV. and 5.V.), the RFID Konsortium shall be entitled to rescind the contract and claim damages for non-performance if the customer refuses to do so or if the deadline expires without result. The compensation shall amount to at least the costs of concluding the contract, including any agency commission incurred and the costs incurred by the RFID Konsortium.

In the event of non-acceptance of the order, in particular in the event of failure to cooperate, or failure to approve production in good time after expiry of the deadline, the customer shall be obliged to pay compensation, without prejudice to any further rights under § 642 BGB. The customer may only offset claims recognized by the RFID Konsortium or legally established claims. He shall only have a right of retention if his counterclaim is based on the same contractual relationship.

6. Shipping and transfer of risk 

Delivery is ex-work (in accordance with INCOTERMS 2010). Shipping costs and packaging shall be invoiced separately. The supplier reserves the right to choose the shipping method.

7. Infringement of property rights

If third-party property rights are infringed during the manufacture of the goods in accordance with drawings, samples or other information provided by the customer, the customer shall indemnify the RFID Konsortium against all claims. The RFID Konsortium shall be entitled to use the ordered products for its own advertising purposes and to make reference to the name and logo of the customer.

8. Retention of title

RFID Konsortium shall retain title to the goods until all claims arising from the ongoing business relationship have been satisfied in full. In the event of breaches of duty by the customer, in particular default in payment, the RFID Konsortium shall be entitled to demand the return of the goods and/or withdraw from the contract, even without setting a deadline. The customer shall be obliged to surrender the goods. A demand for the return of the delivered goods shall not constitute a declaration of rescission by RFID Konsortium unless this is expressly declared.

9. Proofs and samples

The customer must independently ensure prompt approval. Approval must be given within 4 weeks of submission of the proofs at the latest. The RFID Konsortium shall not be liable for any errors once the proofs or approval samples submitted have been approved by the customer or if the customer waives their submission.

10. Warranty and notice of material defects

The quality of the goods is based exclusively on the quality ordered in indirect type and quality. The risk of suitability for the intended use is assumed by the customer. We reserve the right to insignificant deviations in color tone in the case of print and/or surface colors based on a template, sample or color specification. Slight burr formation on metal and plastic signs is due to technical reasons and does not constitute a defect. The RFID Konsortium manufactures within dimensional and printing tolerances in accordance with DIN medium. If the customer has approved series production on the basis of a design or sample, complaints about defects which the customer could have detected by careful examination of the design or sample shall be excluded. If the goods are defective, the RFID Konsortium shall have the right, at its discretion, to rectify the defect by repair or to deliver a defect-free item (subsequent performance). It shall only be obliged to provide subsequent performance if the customer has paid a reasonable proportion of the remuneration, taking into account the defect.

If the supplementary performance fails, the customer shall not be entitled to withdraw from the contract in the event of only a minor breach of contract, in particular in the event of only minor defects. The customer is obliged to inspect the delivered goods immediately upon receipt and to report obvious defects immediately in writing; otherwise the assertion of claims due to defects in the goods is excluded. Timely dispatch shall suffice to meet the deadline.
The customer shall bear the full burden of proof for all prerequisites for a claim, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect. If the customer demands the rescission of the contract due to a defect after failed subsequent performance, he shall not be entitled to any additional claim for damages due to the defect itself or any consequential damages resulting therefrom. Compensation shall be limited to the difference between the purchase price and the value of the defective goods. This shall not apply if RFID Konsortium has caused the breach of contract intentionally or through gross negligence. Claims for material defects shall become time-barred 12 months after delivery of the goods. The customer undertakes to notify the RFID Konsortium immediately in writing of any defect or case of damage in such detail that the RFID Konsortium can readily assist the customer in remedying the defect. Goods may only be returned by prior agreement.

11. Contractor recourse of the customer

If a claim is asserted against the RFID Konsortium by the Buyer by way of entrepreneurial recourse pursuant to §§ 437, 478 BGB (German Civil Code) and if the Buyer is entitled to claims against its upstream supplier under these provisions, the RFID Konsortium hereby assigns these claims to the Buyer.
The Buyer undertakes to first assert the assigned claim against the upstream supplier until a final court decision has been reached. Claims may only be asserted against the RFID Konsortium if the claim against the upstream supplier is not enforceable or enforceable. During the enforcement of the customer’s assigned claim against the upstream supplier, the limitation period for the customer’s claim against the RFID Konsortium shall be suspended.

12. Liability

The RFID Konsortium shall not be liable for slightly negligent breach of insignificant contractual obligations. In the event of a slightly negligent breach of material contractual obligations, the liability of the RFID Konsortium shall be limited to the foreseeable, direct average damage typical for the type of goods.
These provisions shall also apply to the legal representatives and vicarious agents of the RFID Konsortium. The above limitations of liability do not apply to claims under the Product Liability Act or to bodily injury, damage to health or loss of life attributable to the RFID Konsortium.

13. Place of performance, place of jurisdiction and applicable law

The place of performance for all obligations arising from the contractual relationship shall be the administrative headquarters of the RFID Konsortium and the court at the administrative headquarters of the RFID Konsortium shall have jurisdiction for all legal disputes, including in the context of a bill of exchange or cheque process, if the customer is a merchant, a registered trader, a legal entity under public law or a special fund under public law.
The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany (BGB and HGB).
The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG “Vienna Sales Convention”) is excluded. Should individual provisions of these General Terms and Conditions of Delivery be or become legally invalid for any reason whatsoever, this shall not affect the validity of the remaining provisions. Friedberg, 18.09.2023 RFID Konsortium GmbH – Schwalheimer Str. 60, 61169 Friedberg, Germany