These Business-to-Business Terms & Conditions apply exclusively to sales and deliveries by
Jens Ritter, sole proprietor,
trading as “JENS RITTER GERMANY”
Weinstrasse 19
67146 Deidesheim
Germany
VATIdentification Number: DE183986575
Email: info@ritter-instruments.com
hereinafter referred to as “JENS RITTER GERMANY”,
to distributors, dealers and resellers purchasing Products for commercial resale.
These Terms do not apply to consumers.
Where a separate written Distribution Agreement exists between JENS RITTER GERMANY and a Distributor, the Distribution Agreement shall prevail in the event of a conflict.
An individual written Order Confirmation shall prevail only in respect of Product-specific commercial matters, including identification number, Product description, price, payment schedule, estimated production or dispatch period and delivery destination.
The contractual currency is Euro (EUR).
For the purposes of these Terms, a “Business Day” means Monday to Friday, excluding public holidays applicable at the registered business location of JENS RITTER GERMANY.
§ 2 Orders and Payments
A purchase order submitted by the Distributor does not bind JENS RITTER GERMANY.
An individual purchase contract becomes binding only when JENS RITTER GERMANYissues a written Order Confirmation.
Each Order Confirmation shall identify the relevant Product and its unique four-digitidentification number.
2.1 Completed Products
For acompleted Product, the Distributor shall pay:
- 100% of the Distributor Purchase Price; and
- the applicable shipping and transport-insurance amount beforeshipment.
2.2 Concept and Custom-Made Products
For aconcept or custom-made Product:
- 50% of the Distributor Purchase Price shall be payable following Order Confirmationand before production, material procurement or Product-specific preparationbegins; and
- the remaining 50%, together with the applicable shipping and transport-insuranceamount, shall be payable before shipment.
2.3 Payment Period
Unless otherwise stated in the Order Confirmation, all invoices shall be payable within seven (7) calendar days from the invoice date.
Payments shall be made in EUR by bank transfer to the bank account stated on the invoice.
The Distributor shall bear all bank and transfer charges incurred on its side.
Payment shall be considered received only when cleared funds have been credited to JENS RITTER GERMANY.
The Distributor’s payment obligations are independent of whether or when the Distributor receives payment from its End Customer.
2.4 Initial Payment for Concept and Custom-Made Products
Once production, Product-specific material procurement or Product-specific preparation has commenced, the initial 50% payment for a concept or custom-madeProduct shall be non-refundable, except where JENS RITTER GERMANY permanently cancels the order for reasons for which the Distributor is not responsible.
If apayment is overdue, JENS RITTER GERMANY may suspend production, shipment and acceptance of further orders until all overdue amounts have been paid.
§ 3 Changesand Cancellation of Orders
Changes requested by the Distributor after issuance of the Order Confirmation require the prior written approval of JENS RITTER GERMANY.
JENS RITTER GERMANY is not obliged to accept requested modifications.
Any additional price and any change in estimated production time resulting from anapproved modification shall be
A confirmed order may not be cancelled by the Distributor without the prior written agreement of JENS RITTER GERMANY.
Where JENS RITTER GERMANY accepts a cancellation, JENS RITTER GERMANY may charge or retain amounts reasonably attributable to work already performed, materials acquired, non-recoverable commitments and losses caused by the cancellation, to the extent permitted by applicable law.
A cancellation, return request or non-payment by the Distributor’s End Customer does not affect the Distributor’s obligations towards JENS RITTER GERMANY.
§ 4 Delivery Times
Any production, completion or delivery period stated in a portfolio, Order Confirmation or other communication is an estimate unless expressly confirmed as binding in writing.
Handcrafted production, material availability, natural materials, technical requirements, approved modifications, transport disruption and other circumstances may affectthe estimated completion date.
JENS RITTER GERMANY shall inform the Distributor of material delays within a reasonable period after becoming aware of them.
Reasonable delays do not automatically entitle the Distributor to cancel an order.
Mandatory statutory rights remain unaffected.
§ 5 Shipping, Import and Risk
Shipping and transport insurance are not included in the Distributor Purchase Price.
Unless otherwise agreed, JENS RITTER GERMANY shall arrange shipment by FedEx International Priority.
The shipping and transport-insurance amount shall be calculated individually for each shipment and communicated by JENS RITTER GERMANY to the Distributor in writing before payment becomes due.
JENS RITTER GERMANY shall prepare the documentation reasonably required for export from Germany based on the information provided by the Distributor.
Unless otherwise stated in the individual Order Confirmation, delivery shall be:
DAP to the named destination stated in the relevant Order Confirmation, Incoterms® 2020.
The Distributor shall be the importer of record unless expressly agreed otherwise in writing.
The Distributor shall be responsible for:
- import clearance;
- import permits and approvals;
- customs duties;
- import VAT;
- local taxes;
-governmental charges; and
-compliance with applicable local import requirements.
Risk shall pass in accordance with the agreed Incoterm and named destination stated in the Order Confirmation.
Title to the Product shall pass only after JENS RITTER GERMANY has received all amounts payable for that Product as cleared funds.
Additional costs resulting from incorrect importer or delivery information, failed customs clearance, refusal to accept delivery, storage, return shipment or redelivery shall be borne by the Distributor unless caused by JENS RITTER GERMANY.
§ 6 Damage During Shipping
The Distributor or recipient shall inspect the shipment promptly upon delivery.
Visible transport damage shall be reported to both the transportation company and JENS RITTER GERMANY within 24 hours or, where this is not reasonably possible, no later than the next Business Day.
The notification shall include appropriate photographs showing:
- the Product;
- the instrument case or protective packaging;
- the external shipping packaging; and
- the visible damage.
All packaging shall be retained until the transport claim has been clarified.
Concealed transport damage shall be reported immediately after discovery.
Where a Product is shipped directly to an End Customer or another recipient, the Distributor shall inform that recipient of these requirements.
Failure to report transport damage promptly may prejudice rights against the transportation company or transport insurer.
Separate statutory rights arising from a Product defect remain unaffected.
§ 7 Inspection and Notification of Defects
The Distributor shall inspect each Product promptly following delivery.
Where the transaction constitutes a commercial transaction for both parties within the meaning of German commercial law, the statutory examination and notification obligations under Section 377 of the German Commercial Code (HGB) shall apply.
In particular, defects identifiable upon proper inspection must be reported without undue delay, and concealed defects must be reported without undue delay after discovery.
A defect notification shall include, where reasonably possible:
- the four-digit Product identification number;
- a detailed description of the alleged defect;
- photographs or video documentation; and
- any other information reasonably required by JENS RITTER GERMANY to assess the claim.
No Product may be returned, repaired or modified without prior written instructions fromJENS RITTER GERMANY.
§ 8 Returns
Sales to Distributors are final.
The Distributor has no general contractual right of withdrawal, return or exchange.
A Product may be returned only:
- with the prior written approval of JENS RITTER GERMANY;
or
- in connection with an accepted defect or warranty claim.
A conceptor custom-made Product cannot be returned merely because the Distributor or its End Customer changes its mind, cancels the intended transaction or fails to make payment.
Unauthorised returns may be refused and returned to the Distributor at the Distributor’s expense.
§ 9 Five-Year Worldwide Manufacturer’s Warranty
9.1 Warranty Scope
New JENS RITTER GERMANY instruments are covered by a voluntary five-year manufacturer’swarranty against defects in materials and workmanship.
The manufacturer’s warranty applies worldwide.
9.2 Warranty Beneficiary and Commencement
For Products sold through an authorised Distributor, the warranty benefits the first End Customer purchasing the relevant Product from that Distributor.
The five-year warranty period begins on the date on which the Product is deliveredto the first End Customer.
The Distributor shall maintain reasonable documentation of the date of delivery to the first End Customer and provide such documentation to JENS RITTER GERMANY upon reasonable request.
9.3 End Customer Information
The Distributor shall provide the first End Customer with the warranty terms, care information and authenticity documentation supplied or approved by JENS RITTERGERMANY.
The Distributor may not extend, modify or supplement the manufacturer’s warranty without the prior written approval of JENS RITTER GERMANY.
9.4 Warranty Remedy
Where a Product has a defect in materials or workmanship covered by this warranty, JENS RITTER GERMANY shall determine the appropriate remedy in accordance with the applicable warranty conditions and law.
JENS RITTER GERMANY may repair the Product or, where appropriate, replace it.
Where original materials are no longer reasonably available, comparable materials maybe used.
Where replacement is appropriate, JENS RITTER GERMANY may provide the same or the closest reasonably comparable Product.
9.5 Warranty Exclusions
The voluntary manufacturer’s warranty does not cover damage or conditions caused by:
- alteration or modification beyond the original delivered condition;
- abuse,misuse, negligence or accident;
- improper handling;
- subjective tonal preferences;
- unsuitable temperature or humidity;
- normal wear and tear;
- unauthorised repair or servicing;
- improper storage, display, transport or handling;
- normal ageing of natural materials or finishes; or
- failure to comply with the applicable care and environmental requirements.
The Distributor shall not undertake or commission repairs, modifications or technical interventions without the prior written approval of JENS RITTERGERMANY.
9.6Distributor’s Statutory Rights
The voluntary manufacturer’s warranty is separate from any statutory contractual rights that the Distributor may have in relation to defects.
Applicable statutory inspection and notification requirements, including Section 377 HGBwhere applicable, remain unaffected.
§ 10 Warranty Handling and Transport Costs
Warranty claims shall normally be submitted through the Distributor.
The Distributor shall provide:
- thef our-digit Product identification number;
- a description of the alleged defect;
-photographs or video where appropriate;
- evidence of the date of delivery to the first End Customer; and
- any additional information reasonably required by JENS RITTER GERMANY.
JENS RITTER GERMANY may require further documentation or inspection of the Product before determining the appropriate remedy.
No Product may be returned without prior written return instructions from JENS RITTER GERMANY.
If a warranty claim is confirmed, JENS RITTER GERMANY shall bear the reasonable shipping and transport-insurance costs required for the approved return and, where applicable, the shipment of the repaired or replacement Product back to the Distributor or End Customer.
All shipping arrangements in connection with a warranty claim must be approved in advance by JENS RITTER GERMANY.
If inspection establishes that the reported matter is not covered by the warranty and no other valid claim exists, reasonable inspection, repair, shipping and insurance costs may be charged to the Distributor.
§ 11 Storage and Environmental Conditions
Products must not be stored, transported or displayed at temperatures below 5°C (41°F)or above 35°C (95°F).
Relative humidity must be maintained between 40% and 60%.
Prolonged exposure to direct sunlight must be avoided.
Products must not be placed directly adjacent to heat sources, amplifiers, air-conditioning outlets, cold-air vents or other locations involving rapid changes in temperature or humidity.
The Distributor is responsible for maintaining appropriate storage and display conditions while a Product is in its possession or control.
The Distributor shall communicate the applicable storage and care requirements to its End Customers.
Damage caused by failure to comply with these requirements is excluded from the voluntary manufacturer’s warranty to the extent permitted by applicable law.
§ 12 Wood, Natural Materials and Concept Presentations
Wood and other natural materials naturally vary in colour, grain, pattern, texture,figure and appearance.
Such natural characteristics and variations do not constitute defects.
The appearance of a completed Product may reasonably differ from photographs, sketches, renderings, digital visualisations and concept presentations as a result of natural materials, handcrafted production and technical feasibility.
Exposure to light and natural ageing may alter the appearance and surface colour of naturalmaterials over time.
Exact matching of grain, pattern, texture or colour is not guaranteed.
Digital displays and individual colour perception may also result in differences between electronically displayed images and the completed Product.
§ 13 Distributor’s End Customer Relationship
The Distributor purchases and resells Products in its own name and for its own account.
The Distributor is solely responsible for the terms of its contracts with its End Customers.
The Distributor shall not make any warranty, delivery commitment, technical statement, Product specification or other promise exceeding information expressly supplied or approved by JENS RITTER GERMANY.
JENS RITTER GERMANY shall not be bound by unauthorised statements, warranties or commitments made by the Distributor to an End Customer.
The Distributor’s obligations towards JENS RITTER GERMANY are independent of any dispute between the Distributor and an End Customer.
§ 14 Liability
JENS RITTER GERMANY shall be liable without limitation for intentional misconduct and gross negligence, for injury to life, body or health, for fraudulent concealment, forliability under an expressly assumed guarantee and for mandatory product liability.
In cases of ordinary negligence, JENS RITTER GERMANY shall be liable only for the breach of a material contractual obligation and only for foreseeable loss typical for the relevant contract.
To the extent permitted by law, JENS RITTER GERMANY shall not be liable for indirector consequential commercial losses, loss of profit, loss of resale margin, loss of business opportunity or reputational loss.
Except in cases where liability cannot legally be limited, the aggregate liability of JENS RITTER GERMANY arising out of or in connection with an individual Product order shall be limited to 100% of the Official Retail Price assigned by JENS RITTER GERMANY to the affected Product and identification number.
Mandatory product-liability provisions and any other liability that cannot legally be restricted remain unaffected.
§ 15 Governing Law, Place of Fulfilment and Jurisdiction
The laws of the Federal Republic of Germany shall apply.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
The place of fulfilment shall be Deidesheim, Germany, to the extent legally permissible.
To the extent legally permissible, the courts of Ludwigshafen am Rhein, Germany, shall have exclusive jurisdiction over disputes arising out of or in connection with the contractual relationship.
Where a separate written Distribution Agreement contains specific provisions concerning governing law or jurisdiction, the provisions of that Distribution Agreement shall prevail.
§ 16 Closing Provisions
If any individual provision of these Terms is invalid or unenforceable, the validity of the remaining provisions shall not be affected.
Individual written agreements between JENS RITTER GERMANY and the Distributor shall take precedence where they expressly deviate from these Terms.
Product-specific commercial details may be confirmed in an individual written Order Confirmation.
These Terms are published and used in English only.
END OF TERMS & CONDITIONS
