You can also download the current GTC under the following link:Status: August 2022 GTC 08/22 GTC

1 Scope of application and information on the contractual partner

1. 1 The customer's contractual partner is:

RACO-ELEKTRO-MASCHINEN GmbH
Jesinghauser Str. 56-64, D-58332 Schwelm

Phone: +49 2336 4009-0
Fax: +49 2336 4009-10
E-mail: raco@raco.de

VAT ID No.: DE126457583
Commercial register: Hagen Local Court, HRB 5584

hereinafter referred to as RACO

1. 2 The general terms and conditions used by RACO, including the contractual clauses on the law applicable to the contract and on the place of jurisdiction, are contained in this document. All deliveries and services of RACO as well as related offers of RACO to the group of persons named in Clause 1.3 are made exclusively on the basis of these General Terms and Conditions of Business and Delivery (hereinafter referred to as "GTC").

1. 3 The GTC are an integral part of all contracts for RACO's deliveries and services that RACO concludes with its contractual partners (the latter hereinafter referred to as "customer"), provided that the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law.

1. 4 Unless deviating terms and conditions of business and delivery are sent by RACO, the GTC shall apply to all future contracts of the type specified in Clause 1.3 concluded within the scope of the business relationship between the parties, so that no further reference to the GTC is required for each additional individual transaction.

1. 5 Terms and conditions of the customer or third parties shall not apply, even if RACO does not separately object to their validity in individual cases. If RACO refers to letters or similar documents that contain or refer to the terms and conditions of the customer or a third party, this does not constitute agreement with the validity of those terms and conditions. Terms and conditions that contradict RACO's GTC shall only apply if RACO expressly agrees to them.

1. 6 References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

2 Offer, order and other declarations, written form

2. 1 Offers made by RACO are subject to change and non-binding unless they are expressly labelled as binding or contain a specific acceptance period. RACO may accept orders or commissions from the customer within fourteen (14) days of receipt.

2. 2 The legal relationship between RACO and the customer (hereinafter also referred to collectively as the "Parties") shall be governed solely by the written contract concluded in conjunction with these GTC. The contract fully reflects all agreements between the parties regarding the subject matter of the contract.

2. 3 Oral statements made by RACO prior to the conclusion of the contract are non-binding and oral agreements between the parties shall be replaced by the written contract, unless it is expressly stated in each case that they shall continue to be binding.

2. 4 Subsidiary agreements, amendments and additions to the contract must be made in writing. This shall not apply if the parties agree otherwise in individual contracts. Telecommunication, for example by e-mail, is sufficient to fulfil the written form requirement, provided that a copy of the signed declaration is transmitted.

2.5 The parties undertake to immediately document verbal agreements in the aforementioned form for evidence purposes. There are no verbal collateral agreements at the time the contract is concluded.

2. 6 With the exception of managing directors or authorised signatories, RACO employees are not authorised or otherwise entitled to make verbal agreements that deviate from the written agreement.

3 Content of services, risk of use

3. 1 The content, type and scope of the services shall be governed by RACO's service description. Individual agreements and details in RACO's offer or order confirmation take precedence over the GTC.

3. 2 Insofar as agreed between the parties in individual cases, RACO shall provide services such as installation, assembly, inspection, calibration, consulting or other services (such services hereinafter referred to as ">services>").

3. 3 The risk of use and application of the services to be provided by RACO shall be borne by the customer, unless RACO has expressly guaranteed a specific usability or applicability. Insofar as RACO does not expressly provide a guarantee labelled as such, details of products or services are descriptions.

3.4 Information provided by RACO on the subject matter of the service or delivery (in particular technical data, dimensions, weights, colours, load-bearing capacity, tolerances, etc.), including drawings and illustrations, are only approximate unless the usability for the contractually stipulated purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or characterisations of the service or the delivery item. Deviations that are customary in the trade or deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible insofar as they are reasonable for the customer and do not impair the usability for the contractually intended purpose or - in the absence of a contractually intended purpose - for the usual purpose.

3. 5 RACO reserves its unrestricted rights of ownership and copyright exploitation rights to plans, drawings and other documents provided to the customer by RACO. They may only be made accessible to third parties with RACO's prior written consent.

4 Prices, terms of delivery and payment, transfer of risk

4. 1 RACO's prices are quoted in EURO plus the value added tax applicable on the date of invoicing.

4. 2 Unless expressly agreed otherwise, RACO's prices for the delivery of products are ex works (EXW according to Incoterms ICC 2020) excluding packaging, freight, postage and insurance.

4. 3 If the parties have agreed to export to third countries/EFTA states, RACO's prices are quoted in EURO depending on the agreed transport route or, if applicable, the transport route determined in accordance with section 8.3 below, as follows:

Air freight: CIP airport of entry, ICC 2020
Sea freight: CIP seaport of entry, ICC 2020
Truck transport: CIP border crossing point, ICC 2020

If courier exports are agreed, the CIP Place of Receipt, ICC 2020 shall apply. Unless expressly agreed otherwise, the place of delivery is always the registered office of RACO (Schwelm).

4. 4 In the case of services provided on a time and material basis, the working and travelling times incurred and any waiting times (Clause 7.3) shall be charged at the applicable hourly rates and calculation rates and the material used shall be charged at the prices applicable at the time of performance. Other expenses, including any accommodation and travelling expenses, shall be charged additionally.

4. 5 The risk shall pass to the customer at the latest when the delivery item is handed over (the start of the loading process shall be decisive) to the forwarding agent, carrier or other third party appointed to carry out the shipment. This shall also apply if partial deliveries are made or if RACO has assumed other services (e.g. dispatch or installation). If acceptance is required, this shall be decisive for the transfer of risk. Reference is made to the provisions on acceptance in Clause 9.

4. 6 If dispatch or handover or acceptance is omitted or delayed due to circumstances for which RACO is not responsible, the risk shall pass to the customer from the day on which the delivery item is ready for dispatch or - in the case of work services - the work is ready for acceptance and RACO has notified the customer of this.

4. 7 The prices confirmed by RACO shall apply. If the parties have agreed that the service is to be provided more than six (6) months after conclusion of the contract, a price adjustment shall be deemed to have been agreed if the manufacturing costs at RACO (material, labour and energy costs) have changed by more than two (2)% in the period between the conclusion of the contract and the service. The price adjustment pursuant to this Clause 4.7 shall apply accordingly in the event that performance was agreed within six (6) months of conclusion of the contract, but performance cannot take place until after this period due to circumstances for which the customer is responsible.

4. 8 Unless otherwise agreed by the parties, an agreed purchase price or the agreed remuneration (without deduction) shall be due for payment within thirty (30) days of the invoice date. Upon expiry of the aforementioned payment period, the customer shall be in default. Services, in particular labour and repair work outside the warranty, are due for payment immediately net cash.

4.9 In the event of default, RACO may demand default interest in the amount charged by RACO's bank for an overdraft facility, but at least in the amount of the statutory default interest. RACO reserves the right to provide evidence of greater damage caused by default and the customer reserves the right to provide evidence that RACO has incurred no or only minor damage.

4. 10 If, after conclusion of the contract, RACO's payment claims are significantly jeopardised due to a substantial deterioration in the customer's financial circumstances, RACO may demand advance payment or the provision of security within a reasonable period and refuse performance until the demand has been met. In the event of refusal by the customer or fruitless expiry of the deadline, RACO is entitled to withdraw from the contract and demand compensation in lieu of performance.

4. 11 Bills of exchange and cheques are accepted on account of performance. The customer shall bear the costs of discounting. A guarantee for timely presentation of the bill of exchange or cheque and for protesting bills of exchange is excluded.

4. 12 Only undisputed or legally established claims and claims arising from the same legal relationship as the counterclaim to be offset shall entitle the customer to offset or withhold payment.

5 Performance times and dates, partial delivery, call-off orders

5. 1 The periods for the provision of services including delivery times ("service periods") and dates for the provision of services including delivery dates ("service dates") are approximate and are therefore only approximate unless they have been expressly agreed as fixed service periods or fixed service dates.

5. 2 Performance periods and performance dates are always subject to timely, complete and correct delivery to RACO. In the event of non-delivery by RACO's supplier for which RACO is not responsible, both parties are entitled to withdraw from the contract. RACO undertakes to inform the customer immediately of any non-delivery and to return any consideration already received from the customer without delay.

5. 3 The notification by RACO of readiness for dispatch or collection or - if acceptance is required - readiness for acceptance (such notification hereinafter referred to as "final notification") is decisive for compliance with agreed performance deadlines and performance dates.

5. 4 If a calendar week (CW) is agreed as the performance date, the performance date is deemed to have been met if the final notification is made by the last working day of this week.

5. 5 Performance times and performance dates shall be extended appropriately in the event of

a) delays due to the fact that the customer does not fulfil a duty to cooperate owed by it, or does not fulfil it in full or on time.

b) late receipt of advance payments owed or other advance payments by the customer (in particular in accordance with Clause 4.10).

c) unforeseen events for which RACO is not responsible and which make delivery or performance significantly more difficult or impossible, in particular epidemics, pandemics (including "Covid-19"), officially ordered plant closures, lockdowns and other operational disruptions, official measures, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in obtaining necessary official permits or in the event of non-delivery, incorrect or late delivery by suppliers and similar events.

d) any changes to the contract requested by the customer and accepted by RACO after conclusion of the contract.

If the obstacles referred to in (a) to (c) above last longer than twelve (12) weeks, RACO shall be entitled to withdraw from the contract, whereby in the above cases (a) and (b) RACO must first have set the customer a reasonable deadline for the fulfilment of the obligation to cooperate or the down payment or other advance payment without success.

If the customer cannot reasonably be expected to adhere to the contract in the above-mentioned case (c) as a result of the delay, it may withdraw from the contract by means of an immediate written declaration to RACO. Clause 5.6 sentences 2 and 3 apply accordingly in this case.

5. 6 The occurrence of default with regard to RACO's services is determined in accordance with the statutory provisions. If RACO does not perform or does not perform on time, the customer must set RACO a written grace period, unless such a period is dispensable under the statutory provisions. The period must be reasonable, taking into account the content of the contract, but may not be less than two (2) weeks.

5. 7 The rights of the customer pursuant to Clause 12 and the statutory rights of RACO, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent fulfilment), remain unaffected.

5. 8 Partial deliveries are permitted to a reasonable extent. If a partial delivery is made at the customer's request, the customer shall be invoiced separately for the costs of the partial delivery.

6 Customer's duty to co-operate, responsibility for the customer's equipment

6. 1 The customer must provide any agreed supplies and also co-operate in such a way that RACO is able to provide the contractually owed services without disruption.

6.2 In particular, the customer shall create, free of charge, all conditions in its sphere of operations that are necessary for RACO to provide the services. In addition to any requirements specified in the service description, these include in particular

(a) the timely and correct provision of the information required for the provision of the services, such as information on the performance of the RACO product required for the operation of the system, the location of the system and the conditions prevailing there, in particular temperatures or humidity. RACO may rely on the accuracy of the information provided by the customer, unless the customer has expressly reserved the right to do so. Upon request, the customer must confirm in writing the accuracy and completeness of the documents, information and verbal statements provided by it;

(b) granting RACO access to the systems concerned at all times as required for the provision of services by RACO, in particular for the provision of services, whereby the customer must inform RACO and its vicarious agents of any risks in good time;

(c) the provision of sufficiently qualified and adequately trained employees of the customer, insofar as this is necessary - e.g. contact persons from the customer's specialist departments to answer questions from RACO that arise during the provision of the contractual service with regard to the systems in question, specialists to carry out or support calibration, etc.; and

(d) to the extent agreed, the provision of materials and measurement technology for testing as part of any acceptance procedure, whereby the materials will only be returned if expressly requested by the customer.

6. 3 Irrespective of any agreed services, the customer shall always remain the operator of all its systems. The legal obligations incumbent on the customer as operator are not affected by the contract between RACO and the customer.

6. 4 The maintenance, repair or calibration of RACO products subject to warranty or such systems in respect of which RACO provides services may only be carried out in compliance with the maintenance instructions provided to the customer by RACO or in the presence of a RACO employee.

7 Provision of services, waiting times

7. 1 RACO is authorised to use technically suitable third parties as vicarious agents in the performance of the contract.

7. 2 Unless otherwise agreed, RACO shall provide agreed services on working days from Monday to Friday between 8.00 am and 6.00 pm.

7. 3 When providing services, waiting times of the personnel deployed by RACO that are caused by circumstances for which the customer is responsible shall be remunerated separately in accordance with RACO's applicable hourly rates.

8 Acceptance, default of acceptance, dispatch and storage as well as goods sent to RACO unsolicited

8. 1 Goods ready for collection or despatch must be collected or accepted by the customer without delay and any remaining payments must be made. RACO will inform the customer in a suitable form that the goods are ready for collection or dispatch.

8. 2 Unless otherwise agreed, goods ordered on call shall be accepted within six (6) months of conclusion of the contract. If the contract is concluded by (acceptance) declaration by RACO, the period shall not commence before receipt of this declaration by the customer.

8. 3 If the parties have not reached an agreement regarding the type and route of despatch, RACO shall select the type and route of despatch at its reasonable discretion (Section 315 of the German Civil Code).

8.4 If the customer does not accept the goods immediately after notification of readiness for dispatch (Clause 8.1) or, in the case of goods ordered on call, within the period specified in Clause 8.2, RACO may set a reasonable period for acceptance ("Acceptance Period"). After expiry of the acceptance period, RACO is entitled, at its own discretion, to dispatch the goods to the customer or to store them at the customer's risk and to demand compensation for the resulting damage.

8.5 RACO may charge the customer a storage fee of 0.5% of the invoice amount as lump-sum compensation for each month or part thereof in which the customer is in default of acceptance. The storage fee is limited to 5% of the invoice amount, whereby the customer reserves the right to provide evidence of lower damages. If no invoice amount is available, this shall be replaced by the market value of the goods. Proof of higher damages and the assertion of RACO's statutory rights (in particular compensation for additional expenses, cancellation or withdrawal) if the respective statutory requirements are met remain unaffected. The storage fee shall be offset against any further claims for damages by RACO.

8. 6 If RACO receives unsolicited goods from the customer, the customer shall bear the risk of accidental deterioration or accidental loss in the event of storage by RACO. If the customer fails to notify RACO of defects within fourteen (14) days of receipt of the unsolicited goods, RACO may, at its own discretion, return the goods to the customer at the customer's expense or store them at the customer's expense and risk. Clause 8.5 shall apply accordingly in the event of storage.

9 Acceptance, Factory Acceptance

9. 1 If acceptance is to take place, this must be carried out in writing and on the agreed acceptance date or, if no such date has been agreed, immediately after notification of readiness for acceptance. Any complaints must be recorded in the acceptance report. Minor defects shall not entitle the customer to refuse acceptance.

9. 2 Acceptance shall be deemed to have taken place at the latest when

(a) the delivery and - if RACO is also responsible for the installation - the installation has been completed; in the case of contracts for work and services, the delivery and installation shall be replaced by the completion of the work (the completion of the delivery and, if applicable, installation or the completion of the work in the case of contracts for work and services is hereinafter referred to as "completion");

(b) RACO has notified the customer of completion with reference to the fiction of acceptance in accordance with this Section 9.2 and has requested acceptance;

(c) twelve (12) working days have passed since completion or the customer has started to use the item or work (e.g. by commissioning) and six (6) working days have passed since completion; and

(d) the customer has failed to carry out acceptance within this period for a reason other than a defect notified to RACO.

9. 3 If a Factory Acceptance Test ("FAT") has been agreed, an inspection will be carried out at the place of manufacture during working hours (Mon - Fri between 8:00 a.m. and 6:00 p.m. on working days) before the subject matter of the contract is dispatched. RACO shall inform the customer of the date of the FAT in writing in good time, i.e. at least seven (7) days in advance, so that the customer can attend the FAT itself or via a representative.

9.4 The customer shall receive a test report from the FAT containing the tested properties of the subject matter of the contract and the result of the test. The FAT serves as partial acceptance of the subject matter of the contract to the extent of the test carried out. Notification of the FAT date in accordance with Clause 9.3 shall be deemed notification of readiness for partial acceptance. The relevant partial acceptance shall be declared by the customer if no defects preventing acceptance have been identified in respect of the part covered by the inspection. Clause 9.1 shall apply accordingly.

9.5 If the customer or his representative is not present at the inspection despite having been notified in good time, he shall be excluded from raising objections to the correctness of the relevant inspection report and the partial acceptance to the extent specified in Clause 9.4 shall be deemed to have taken place if the inspection in accordance with the inspection report has not revealed any defects. Sentence 1 shall not apply if the customer proves that he is not responsible for his non-attendance at the inspection.

9. 6 If the subject matter of the contract proves to be non-conforming according to the inspection carried out as part of the FAT, RACO must restore the subject matter of the contract to a condition in accordance with the contract before delivery. The customer may only demand that the FAT be repeated if there are significant defects.

9.7 RACO shall bear all costs for the tests carried out at the place of manufacture. However, the customer shall bear all costs incurred by its representatives in connection with the inspections, in particular travelling and living expenses.

10 Retention of title

10.1 The retention of title agreed in this clause 10 serves to secure all existing current and future claims of RACO against the customer arising from the contractual relationship existing between the contracting parties for the delivery of electric actuators and any associated services, including any balance claims from a current account relationship limited to this contractual relationship.

The goods delivered by RACO to the customer shall remain the property of RACO until all secured claims have been paid in full. The goods and the goods covered by the retention of title that take their place in accordance with the following provisions are hereinafter referred to as "goods subject to retention of title".

10. 2 The customer shall store the goods subject to retention of title for RACO free of charge. The customer is entitled to process and sell the goods subject to retention of title in the ordinary course of business until the event of realisation (Clause 10.7) occurs, as long as it meets its obligations arising from the business relationship with RACO in good time. However, he may neither pledge the reserved goods nor assign them as security. He is obliged to secure RACO's rights in the event of a credited resale of the goods subject to retention of title.

10.3 The customer is obliged to store the reserved goods carefully and to insure them adequately against loss and damage (theft, fire, etc.). He hereby assigns the claim against the insurance company in the event of damage to RACO, which accepts this assignment. The customer is also obliged to inform RACO immediately of any enforcement measures by third parties against the goods subject to retention of title, the claims assigned to RACO or other securities, handing over the documents necessary for an intervention. This shall also apply to impairments of any other kind. In the aforementioned cases, the customer must also immediately inform the third parties of RACO's ownership and existing rights to the goods subject to retention of title.

10. 4 The customer shall always carry out any processing, treatment or transformation as well as installation of the goods subject to retention of title in the name and for the account of RACO as the manufacturer. In the event that the reserved goods are processed, it is agreed that RACO shall acquire direct ownership or - if the processing is carried out using materials from several owners or the value of the processed item is higher than the value of the reserved goods - co-ownership (fractional ownership) of the newly created item in the ratio of the value of the reserved goods to the value of the newly created item. In the event that no such acquisition of ownership should occur at RACO, the customer hereby transfers its future ownership or - in the above-mentioned ratio - co-ownership of the newly created item to RACO as security. If the goods of RACO are combined or inseparably mixed with other items to form a single item and if one of the other items is to be regarded as the main item, the customer shall transfer to RACO co-ownership of the single item in proportion to the ratio stated in sentence 2, insofar as the main item belongs to it.

10. 5 In the event of the resale of the goods subject to retention of title, the customer hereby assigns by way of security the resulting claim against the purchaser - in the case of RACO's co-ownership of the goods subject to retention of title in proportion to the co-ownership share - to RACO, which accepts this assignment. The same applies to other claims that take the place of the reserved goods or otherwise arise with regard to the reserved goods, e.g. insurance claims or claims arising from unauthorised action in the event of loss or destruction. RACO revocably authorises the customer to collect the claims assigned to RACO in its own name. RACO may only revoke this direct debit authorisation in the event of realisation.

10.6 RACO shall release the goods subject to retention of title and the items or claims taking their place if their value exceeds the amount of the secured claims by more than 50%. The selection of the items to be released thereafter lies with RACO.

10. 7 If RACO withdraws from the contract in the event of breach of contract by the customer, in particular due to default in payment (realisation event), RACO shall be entitled to demand the return of the goods subject to retention of title.

11 Warranty, duty to inspect, rights and obligations of the customer

11. 1 The statutory provisions shall apply to the customer's rights in the event of material defects and defects of title, unless otherwise stipulated in this Section 11. The special statutory provisions on the reimbursement of expenses in the case of final delivery of newly manufactured goods to a consumer (supplier recourse pursuant to Sections 478, 445a, 445b or Sections 445c, 327 (5), 327u BGB) shall always remain unaffected, unless equivalent compensation has been agreed.

11.2 The customer must inspect the delivered items immediately after delivery to him or to the third party designated by him. In the case of items intended for installation or other further processing, an inspection must in any case be carried out prior to installation or further processing. Obvious defects must be reported to RACO in writing or in text form within seven (7) working days of delivery and defects not recognisable during the inspection within the same period from discovery. If the customer fails to carry out the proper inspection and/or report defects, RACO's liability for the defect not reported or not reported on time or not reported properly is excluded in accordance with the statutory provisions.

11. 3 If an initial sample inspection has been agreed or if acceptance is to take place, the notification of defects that the customer should have recognised during careful acceptance or initial sample inspection is excluded.

11. 4 If a defect is due to the fact that the customer has handled, maintained, stored, processed or used the goods improperly, the warranty shall not apply. The same applies if the customer makes changes to goods that are already the subject of a complaint without RACO's consent.

11. 5 RACO must be given the opportunity to determine any defects that have been notified. In the case of quantity deliveries, RACO must be given the opportunity to sort out the defective goods. At RACO's request, a rejected contractual item shall be returned to RACO carriage paid; however, the customer shall not be entitled to return the goods. In the event of a justified notice of defects, RACO shall reimburse the costs of the most favourable shipping route; this shall not apply if the costs increase because the subject matter of the contract is located at a place other than the place of intended use. §Section 439(4) BGB remains unaffected.

11.6 In the event of defects, RACO is initially obliged and entitled, at its discretion and within a reasonable period of time, to repair or replace the goods. If the type of subsequent fulfilment chosen by RACO is unreasonable for the customer in an individual case, the customer may reject it. RACO's right to refuse subsequent fulfilment under the statutory requirements remains unaffected.

11. 7 In the event of defects in components from other manufacturers that RACO is unable to rectify for licence or factual reasons, RACO shall, at its discretion, assert its warranty claims against the manufacturers and suppliers for the account of the customer or assign them to the customer. Warranty claims against RACO for such defects shall only exist under the other conditions and in accordance with these GTC if the legal enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or - e.g. due to insolvency - has no prospect of success. For the duration of the legal dispute, the limitation period for the relevant warranty claims of the customer against RACO shall be suspended.

11. 8 In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement delivery, the customer may withdraw from the contract or reduce the purchase price or remuneration appropriately if the statutory provisions apply. Rectification shall be deemed to have failed after the second (2) unsuccessful attempt, unless the nature of the goods or the defect or other circumstances indicate otherwise.

11.9 The above provisions in Clauses 11.1 to 11.8 shall not apply in relation to any services provided by RACO within the meaning of Section 611 BGB.

11. 10 Claims by the customer for damages or reimbursement of futile expenses shall only exist in accordance with clause 12, even in the case of defects, and are otherwise excluded.

11. 11 The customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if RACO is responsible for the breach of duty. If the contract is a contract for work and materials in accordance with Section 650 of the German Civil Code (BGB), the customer's free right of cancellation is excluded. Otherwise, the statutory requirements and legal consequences shall apply.

12 Liability

12. 1 Unless otherwise stated in these GTC including the following provisions, RACO shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

12. 2 RACO's liability for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery or performance, breach of contract, breach of duties during contract negotiations and unauthorised action, is limited in accordance with this clause 12 insofar as fault is involved in each case.

12. 3 RACO shall not be liable in the event of simple negligence on the part of its bodies, legal representatives, employees or other vicarious agents, unless it is a breach of material contractual obligations (i.e. obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely). Material contractual obligations include, in particular, the obligation to perform or deliver and, if applicable, install the delivery item (if owed) on time, its freedom from defects of title and material defects that impair its functionality or usability more than insignificantly, as well as duties of advice, protection and care that are intended to enable the customer to use the contractual item in accordance with the contract or are intended to protect life and limb or protect the customer's property from significant damage.

12.4 Insofar as RACO is liable for damages on the merits in accordance with clause 12.3, this liability is limited to such damages that RACO foresaw as a possible consequence of a breach of contract when the contract was concluded or should have foreseen if it had exercised due care. Indirect damage and consequential damage resulting from defects in the subject matter of the contract are also only eligible for compensation if such damage is typically to be expected when the subject matter of the contract is used as intended.

12. 5 The above exclusions and limitations of liability apply to the same extent in favour of RACO's executive bodies, legal representatives, employees and other vicarious agents.

12. 6 Insofar as RACO provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by RACO, this is provided free of charge and to the exclusion of any liability.

12.7 The limitations of this clause 12 do not apply to RACO's liability for fraudulent intent, wilful or grossly negligent acts, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act.

13 Statute of limitations

13.1 The general limitation period for claims arising from material defects and defects of title is one (1) year from delivery. If acceptance is required, the limitation period shall commence upon acceptance.

13.2 If the subject matter of the contract is a building or an item that has been used for a building in accordance with its customary use and has caused its defectiveness (building material), the limitation period shall be five (5) years from delivery in accordance with the statutory provisions (Section 438 (1) No. 2 BGB). Further special statutory provisions on the limitation period (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 445b BGB) shall also remain unaffected.

13.3 The above limitation periods shall also apply to contractual and non-contractual claims for damages by the customer based on a defect in the subject matter of the contract, unless the application of the regular statutory limitation period (§§195, 199 BGB) would lead to a shorter limitation period in individual cases.

13.4 Notwithstanding the above, claims of the customer as a result of a cancellation or a reduction of the purchase price, which the customer has declared with regard to a defect previously duly notified by him, shall not become statute-barred before the expiry of three (3) months from the submission of an effective declaration of cancellation or reduction in this respect.

13. 5 Notwithstanding the above, claims for damages by the customer arising from injury to life, limb or health or from wilful or grossly negligent breaches of duty by RACO or RACO's vicarious agents as well as claims under the Product Liability Act shall become time-barred in accordance with the statutory provisions.

14 Confidentiality, data processing and data protection

14.1 The parties are obliged to treat information about business and trade secrets confidentially and not to pass on or otherwise use other knowledge and information to third parties, unless it is in the public domain. This duty of confidentiality shall continue to apply after termination of the contract. The parties undertake to oblige all persons employed by them to fulfil the contract to maintain confidentiality.

14. 2 RACO is authorised to process the data entrusted to it in connection with this contract itself or through third parties commissioned by RACO using data processing systems. Insofar as personal data is concerned, RACO-ELEKTRO-MASCHINEN GmbH is the controller within the meaning of the EU General Data Protection Regulation (GDPR). For further information on RACO, in particular contact details, see Section 1.1.

14.3 Data processing is carried out on the one hand within the framework of the fulfilment of the contractual obligations incumbent on RACO on the basis of Art. 6 para. 1 sentence 1 lit. b) GDPR and is therefore necessary for the proper fulfilment of the contract. Data is passed on to third parties insofar as this is expedient or necessary for the proper fulfilment of contractual obligations.

14.4 Data processing and disclosure is also carried out to fulfil RACO's legal obligations (in particular with regard to the tax retention obligation for documents pursuant to Section 147 AO) on the basis of Art. 6 para. 1 sentence 1 lit. c) GDPR and within the scope of RACO's legitimate interests in the pursuit and defence of any (compensation) claims on the basis of Art. 6 para. 1 sentence 1 lit. f) GDPR.

14. 5 The data will be stored at least for the duration of the contractual relationship until all mutual claims have been completely fulfilled and - if applicable - beyond that until the statutory retention periods have expired.

14. 6 With regard to the processing of personal data, the rights to information (Art. 15 GDPR), rectification or erasure (Art. 16, 17 GDPR), restriction of processing (Art. 19 GDPR), the right to object (Art. 21 GDPR) and the right to data portability (Art. 20 GDPR) and to lodge a complaint with a supervisory authority (Art. 77 GDPR) are recognised.

14. 7 For further information on data processing and data protection, please refer to RACO's privacy policy. This is available on the Internet at the following addresshttps://www.raco.de/datenschutzerklaerung/

15 Place of fulfilment, place of jurisdiction, choice of law, miscellaneous and final provisions

15. 1 Unless otherwise agreed, the place of fulfilment for all obligations arising from this contractual relationship, including any obligations under the warranty, is the registered office of RACO (Schwelm).

15. 2 The law applicable to the contract is exclusively the substantive law of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG/"UN Sales Convention") is excluded.

15. 3 The place of jurisdiction for all disputes between the customer and RACO arising from or in connection with this contract shall be Schwelm, provided that the customer is a merchant, a legal entity under public law or a special fund under public law. RACO is also entitled to assert claims against the customer at any other place of jurisdiction.

15. 4 Subject to an express agreement to the contrary, RACO may name the customer as a reference customer in brochures and publications (such as company presentations or application reports) in an appropriate form.

15. 5 If the customer has received these GTC, the contract, an offer or other documents in German and in other languages, only the German version shall be authoritative for the contractual relationship. If the parties use the term"warranty" or similar terms and related translations, this refers to the statutory warranty as supplemented or amended by the contract. A guarantee in the legal sense of an independent guarantee promise (cf. § 443 BGB) shall only exist if this is expressly designated by the parties as a guarantee in the sense of an independent guarantee promise.

15. 6 Should individual provisions of this contract be invalid, this shall not affect the validity of the remaining provisions. The same shall apply if the contract contains a loophole that the parties did not consider when concluding the contract. Insofar as the contract or these GTC contain loopholes, the legally effective provisions that the parties would have agreed in accordance with the economic objectives of the contract and the purpose of these GTC if they had been aware of the loophole shall be deemed to have been agreed to fill these loopholes.

Status: August 2022 GTC 08/22