Terms and Conditions

RGpro Gmbh

Kaiserin-Augusta-Allee 101

10553 Berlin

Telefon: +49 30 34358197

Diese E-Mail-Adresse ist vor Spambots geschützt! Zur Anzeige muss JavaScript eingeschaltet sein! | www.rgpro.de

Finanzamt Wilmersdorf

Steuernummer: 29/491/30174 | USt-IdNr.: DE305954975

Amtsgericht Berlin Charlottenburg HRB 175358 B

I. General information

1. The sale, the delivery, the leasing of the other services by RGpro  (hereinafter RGpro  ) is subject only to the following terms, which are deemed to be accepted upon acceptance of the goods and services by the customer (buyer or lessee). 

Conflicting general terms and conditions are hereby expressly excluded in any case.

By placing an order with RGpro  on the basis of an offer according to these general terms and conditions or upon the acceptance of the goods or services, the customer expressly acknowledges the exclusive applicability of these general terms and conditions.

Agreements deviating from these general terms and conditions are binding upon us only if expressly accepted in writing by us. 

2. Our offers are subject to confirmation and non-binding, unless expressly designated as binding. Written offers by RGpro are merely intended to be a request to the customer to submit an offer with corresponding content. Such offers require our written confirmation of acceptance. Any drawings, illustrations, dimensions, weights, or other performance data pertaining to this offer are approximations only. 

3.  Deliveries are made from our warehouse for account and at the risk of the customer. The risk passes to the customer as soon as the shipment is transferred to the carrier or freight forwarder or upon leaving our warehouse for purposes of dispatch. If the delivery should be delayed as a result of circumstances for which the customer is responsible, the risk passes to the customer on the day on which the customer is notified that the shipment is ready for dispatch. Any returns of unaccepted goods are made at the expense and the risk of the customer, provided that RGpro is not responsible for the return. Goods are shipped only in standard packaging. 

This passing of the risk also applies if we select the means of transportation and the shipping company and when we assume the cost of transportation by way of exception.

RGpro is entitled to deliver the costumer from every warehouse of RGpro. 

4. The net invoice amount is payable by the customer on the stipulated due date. EU customers abroad who prefer an invoice excluding VAT must inform RGpro of their value added tax ID; customers outside the EU require a certification from the tax authorities confirming their corporate status. If neither of these confirmations is received, RGpro will charge the German value added tax. 

RGpro is entitled to request a deposit/advance payment at its choice. If a customer fails to make a payment in due time RGpro is entitled, notwithstanding the assertion of an additional loss incurred through default in payment, to charge interest on arrears of 8 percentage points above the base interest rate. RGpro is entitled to cancel granted payment terms and call full payment of the outstanding debt if the customer culpably fails either to meet its payment obligations or is in default of payment or fails to honor a check issued to RGpro or discontinues its payments, if the opening of insolvency proceedings has been requested with regard to its assets or if the buyer has provided a statutory declaration.

5. Strike, lockout, damages caused by accidents and other unforeseen events for which RGpro is not responsible, regardless of whether they occur at RGpro or at one of our suppliers, entitle us – under exclusion of claims for damages by the customer – to withdraw from the agreement or postpone the start of the lease period or the delivery date, respectively, by the duration of the prevention. 

With regard to a purchase, the following provision applies: If RGpro is not in a position to deliver the goods to the buyer after a reasonable grace period set by the buyer the buyer is authorized to withdraw from the agreement. If, after a second reminder, the buyer fails to pay the purchase price in full or in part within a reasonable time period set by RGpro, RGpro is entitled to withdraw. If the buyer has already used the equipment, RGpro has a right to reimbursement of expenses in accordance with the customary leasing charge for the respective time period.

II. Leasing terms

1. The lessee is obligated to use the leased object with care. In addition, the lessee must comply with all obligations related to the possession, use and preservation of the leased object and follow the manufacturer’s and RGpro’s instructions for use and care. 

During the lease period, the lessee is liable for any damage to the leased objects and the accessories caused by the lessee or by third parties, including the accidental loss and the accidental deterioration of the leased object. 

In the event of a total loss the lessee must replace the leased equipment at its replacement value. In the event of theft a police report must be issued. 

2. The lessee is obligated to notify RGpro promptly of any defects or damage to the leased object. RGpro is then entitled, provided that RGpro is responsible for the defect or damage, to remedy the defect or damage to the leased equipment and provide other equivalent equipment. If the lessee culpably fails to provide a notification of damage or defect, the lessee forfeits its right to a reduction in price. In the event of failure of the leased object damages are limited to the leasing charge. The lessee agrees to indemnify RGpro from all third party claims asserted against the lessor in connection with the leasing of equipment. RGpro’s right to indemnification with respect to the lessee also comprises the costs incurred by the lessor for the defense against third party claims. The lessee must assert claims for shipping damages directly against the shipping company within the particular time periods provided for this.

3. The lessee must deliver proof to RGpro that it obtained electronics insurance for the public liability and leased object prior to the transfer of the leased object. The lessee now already assigns to us any future claims to insurance benefits to which it is entitled under the insurance it obtained in the event that the leased object is lost or deteriorates for reasons for which the lessee is responsible. RGpro accepts such assignment now already.

4. The lessee is obligated to keep the leased object free of all rights that may be claimed by third parties with regard to the leased object. If such rights should be asserted, RGpro must be notified promptly by providing all records.

The lessee bears the costs required to terminate such third party interventions.

5. The equipment may only be operated with the software to be used according to the terms of the license holders. The lessee indemnifies the lessor for all claims for damages by the license holders in the event of improper use of the software.

6. If the lessee withdraws from the lease agreement, regardless of the reason, RGpro has a right to reasonable compensation in the amount of 

up to 30 days prior to the start of the lease 30% of the order value

up to 14 days prior to the start of the lease 40% of the order value

up to 8 days prior to the start of the lease 50% of the order value 

from the 7th day on to the start of the lease 100% of the order value.

7. Unless otherwise agreed, the lessee must promptly return the leased equipment to RGpro in proper condition at the end of the stipulated lease period at its expense and risk. In the event of a late return, the leasing charge will be charged until the leased object is returned. In addition, the lessee is obligated to bear the cost of leasing the same equipment from a third party by RGpro, if necessary. If the leased object is not returned in proper condition, the lessee is liable for the resulting loss, in particular to pay the full leasing charge for the duration of the repair.

III. Terms of sale 

1. The delivered goods remain the property of RGpro until full payment of all claims arising from the business relationship with the customer, including all ancillary claims (goods subject to reservation of title). The buyer safeguards the property for RGpro at no charge. The buyer is entitled to sell the goods that are subject to reservation of title through proper business transactions, as long as the buyer is not in default of payment. The buyer agrees to resell the goods only subject to reservation of title until full payment is made on the buyer’s part.

The buyer already now fully assigns to RGpro by way of security any claims arising from the resale or on other legal grounds (e.g., insurance, tortious acts) with regard to the goods that are subject to reservation of title in the final invoice amount, including VAT. RGpro accepts such assignment already now. RGpro authorizes the buyer to collect the claims assigned to RGpro in its own name for account of RGpro. RGpro can withdraw this collection authorization if the buyer fails to duly meet its payment obligations. Upon RGpro’s request the buyer must promptly disclose the assignment and promptly hand over to RGpro the information and records required to collect the claims. Pledges or transfers by way of security are not permitted. 

2. In the event of a defect within the warranty period RGpro will replace or repair the defective parts, provided that notification is made in due time. The warranty period is 12 months, to the extent that it does not involve a consumer goods purchase, beginning on the day of delivery. Repairs are generally made by RGpro with delivery paid by the buyer. The buyer must notify any defects in the goods in writing promptly upon arrival, but no later than within one week after delivery. The defective delivery items must be held for inspection by RGpro in the condition in which they were at the time the defect was found. 

A violation of the above obligations excludes any warranty claims against RGpro. 

The above regulations of this provision do not apply to used equipment, which is delivered under exclusion of any warranty. To the extent that it does not involve a consumer goods purchase, the warranty period is six months. Other claims for damages are excluded unless the damage is caused willfully or by gross negligence by RGpro or its agents.

IV. Final provisions

Amendments to our agreements must be made in writing. 

The place of performance and place of payment for all obligations under this agreement is Berlin, Germany.

If the customer is a registered business, the place of jurisdiction for all disputes arising from the agreement, including its validity, is Berlin, Germany

The contractual relationship, including performance outside of Germany, is governed by the laws of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980. 

 If individual provisions of the above provisions should be or become ineffective, the validity of the remaining provisions of the agreement is not affected. The ineffective provision must be replaced by an effective provision that comes as close as possible to the intended economic purpose. 

The German version of these general terms and conditions shall prevail. Berlin, January 2017