General Terms and Conditions of Sale

1.1. These General Terms and Conditions of Sale apply to all sales transactions of RMG Messtechnik GmbH and its companies, unless expressly agreed otherwise in the relevant contracts, orders/order confirmations, or other specific agreements. RMG Messtechnik GmbH and its companies are hereinafter also referred to as RMG.

1.2. These General Terms and Conditions of Sale apply - as far as applicable - equally to tangible goods, intangible goods, software, technology, work, service, maintenance and training.

1.3. RMG as the seller and the respective buyer are bound by these General Terms and Conditions of Sale. When booking training services, it is the responsibility of the buyer to adequately inform its employees designated to participate in RMG training about any provisions of these General Terms and Conditions that may be relevant for training course participants.

1.4. Agreements deviating from these General Terms and Conditions of Sale must be made in writing. E-mails meet the requirement of written form, unless otherwise required by law.

1.5. Headings in these Terms of Sale are intended for faster orientation only and are not legally binding.

1.6. These General Terms and Conditions of Sale shall not be limited in their legal force by any other provisions of an order from the buyer or the buyer's General Terms and Conditions.

1.7. The Buyer's General Terms and Conditions do not apply.

2.1. Unless otherwise agreed, the term of delivery EXW Butzbach (Incoterms® 2020) shall apply to deliveries of goods. If a different delivery term is agreed between the customer and RMG, the corresponding agreement must be made in text form.

2.2. If RMG prepaid packaging and transport costs and these are not part of the agreed terms of delivery, the buyer shall reimburse RMG those costs upon receipt of a corresponding invoice.

2.3. The buyer/recipient of the goods must carry out an incoming goods inspection shortly after delivery. An inspection within 3 working days is timely, even in the case of extensive deliveries. RMG must be informed in text form of any deficiencies identified within the above mentioned period.
Until the incoming goods inspection has been completed, the buyer/recipient must ensure that the goods are protected from damage, heat, cold, moisture and other harmful influences.

2.4. In case of a work contract, the acceptance tests and related certification must be carried out promptly after the work has been performed. If no acceptance process is carried out, through no fault of RMG, acceptance shall be deemed to have taken place 30 days after the performance of the work and corresponding notification by RMG to the purchaser.

2.5. Should delays occur under a work contract, caused by inadequate coordination of the trades of various companies or inadequate provision of infrastructure (site access, water, electricity, etc.) and this is not attributable to RMG, no claims due to delayed performance of work/services shall be asserted against RMG. Rather, RMG reserves the right to charge for costs incurred.

2.6. RMG shall not be held responsible for delays due to late deliveries and performance by subcontractors or sub-suppliers, which RMG has decided to select on the basis of a list of approved manufacturers and service providers drawn up by the buyer or its customer, and a partial acceptance of at least the equipment supplied and installed by RMG shall take place or be considered to be done.

3.1. Until receipt of all payments which are due in the context of the business relationship with the buyer, RMG retains ownership of the relevant products (hereinafter also referred to as "Retention of Title-Products"). For the duration of the retention of title, the buyer may neither pledge the reserved products nor use them as collateral.

3.2. If the buyer combines or mixes Retention of Title-Products for which RMG has retained the ownership with other items in order to create a new item in such a way that one of the other items must be regarded as the main component, RMG shall receive partial (co‐)ownership of the newly created item in the ratio of the value of the original Retention of Title-Product to the value of the combined or mixed items/materials at the time of connection or mixing.

3.3. The buyer shall be entitled to sell the Retention of Title-Products within the scope of ordinary business operations, whereby all claims arising from such resale shall be, at RMG's request, assigned to RMG.

3.4. The buyer is obliged to inform RMG in writing without delay of any seizures or other interventions by third parties concerning the Retention of Title-Products. In addition, the buyer will inform affected third parties of the retention of title. Insofar as RMG is not reimbursed for the judicial or extrajudicial costs of a lawsuit in the event of legal proceedings in such context, the Buyer shall be liable to RMG for the resulting damage.

3.5. The buyer is obliged to handle the Retention of Title-Products with care. In particular, the buyer is obliged to insure them against fire, water damage or theft at his own expense sufficiently at the replacement value. If maintenance and inspection work is necessary, the buyer must carry it out in good time at his own expense.

3.6. In the event that RMG, in its formal role as the remaining owner of Retention of Title-Products, is obliged by law to pay taxes in respect of the ownership of the Retention of Title-Product, the buyer shall indemnify RMG from tax liability or reimburse any tax payments imposed on RMG.

4.1. Payments must be made within 30 calendar days of the date of the invoice.

4.2. If the buyer is in default of payment, RMG shall be entitled to charge interest in accordance with the statutory provisions on interest in delayed payments.

4.3. In addition, if the buyer fails to fulfil its payment obligations to RMG in due time, RMG shall be entitled, upon notice to the buyer, to suspend the work and withhold future deliveries until all payment arrears and, if applicable, interest in arrears have been paid.

4.4. The buyer shall only be entitled to set off its claims against invoices of RMG if such claims are undisputed or have been declared final or incontestable by a competent court.

4.5. Registration for training courses is binding. In the event of cancellation of participation, cancellation fees may be charged.

• Up to 8 weeks (56 calendar days) before the start of the training: no charges.
• Up to 2 weeks (14 calendar days) before the start of the training: 50% of the course fees.
• Later than two weeks (14 calendar days): 100% of the course fees.
  
  

4.6. RMG is committed to conduct all announced training courses. If a minimum number of participants is not reached, RMG reserves the right to cancel or reschedule training courses. In the event of short-term cancellation/rescheduling of a course, provided it is not due to force majeure, RMG will cover reasonably and unavoidably incurred travel expenses.

5.1. Prices are as contractually agreed. To simplify and speed up ordering processes, it can be agreed to use price lists. Unless otherwise agreed in text form, all prices for goods, works and services shall then be subject to the current relevant price lists of RMG, which are valid at the time the order is confirmed. RMG is entitled to adjust the price lists for future sales and – if application of price lists has been agreed – will inform the buyer in writing of such adjustments 30 days in advance.

5.2. All prices are valid in the currency specified in RMG's offer and exclude all applicable taxes (including sales, usage, excise or other taxes), duties and fees. If it is imposed on RMG to pay taxes, levies and/or fees or if RMG is obliged to collect such taxes, levies, or fees as part of a transaction, RMG will charge buyer for such taxes, levies, or fees in addition, unless buyer provides RMG, at the time the order is placed, an exemption certificate or other documentation sufficient to verify exemption from such taxes, duties or fees.

6.1. Except for payment obligations, neither party shall be liable to the other for failure to perform its obligations for reasons beyond the reasonable control of the non-performing party ("Force Majeure"). If the impossibility of performance continues for more than 90 days, either party may terminate this Agreement by giving the other party 14 days' notice in writing. Already incurred order related costs are to be reimbursed to RMG.

6.2. Force majeure events include, but are not limited to: fire, earthquakes, floods, severe weather or natural disasters, quarantines or local medical crises, strikes or lockouts, riots, insurrection, civil disobedience, armed conflicts, terrorism, or declared or undeclared war.

6.3. Should such a circumstance be considered imminent from the point of view of an expert third party, the circumstance to be assessed as imminent shall also be deemed to be Force Majeure.

6.4. Force Majeure-provisions shall also apply for a circumstance as described above, which impacts on a supplier of RMG, unless this supplier could be replaced at short notice without contractual consequences, additional effort and/or additional costs.

6.5. If a Force Majeure event causes a delay, the time for execution of the order shall be prolonged by the duration by which the Force Majeure circumstance delays the order execution, unless otherwise agreed.

In the event of a delay caused by the buyer, RMG shall be entitled to charge additional costs and/or adjust the price and other affected conditions accordingly to take into account RMG's increased costs and other adverse effects associated with such delay.

RMG is not responsible and shall not be liable for delays or impossibilities in the order execution due to a non-granted export license or import license or due to a delay in obtaining a license, or due to another official act or official omission to act.

10.1. RMG is liable according to the provisions of mandatory law in the event of injury to body, life, or health, in cases of intent, gross negligence, and in other circumstances for which corresponding binding provisions for liability are established in applicable mandatory law.

10.2. RMG is liable for damages caused by simple negligence - unless otherwise provided by mandatory law – only if the damages arise from a violation of an essential duty for the fulfillment of the contract that the buyer relied on and is entitled to rely on. In this case, liability is limited to the damage that is typical and foreseeable for the contract. Unless otherwise prescribed by mandatory law, the maximum liability, including any obligations for indemnification, holding harmless, penalties for delay and/or liquidated damages, is limited to the net order value of the product, work and/or service that gave rise to a liability claim.

10.3. The above-mentioned limitation of liability also applies to claims for damages by the buyer against executives, managers, employees or representatives of RMG.

11.1. "Intellectual property" includes, among other things, all copyrights, trademarks, trade secrets, patents, utility models, developments (including software development) and know-how. Intellectual property is not limited to registered and for registration already applied rights.

11.2. Unless expressly agreed in writing, RMG does not transfer any Intellectual Property Rights to the buyer. This applies in particular to intellectual property that RMG already held before the execution of the contract or that was developed independently of the execution of the specific contract. All intellectual property acquired by RMG in connection with the provision of goods, works and/or services, including software, models, designs, drawings, documents, inventions and know-how, shall remain the intellectual property of RMG, unless expressly agreed otherwise in writing or as otherwise required by law.

11.3. Insofar as intellectual property (inventions, innovations, know-how, etc.) is newly created within the framework of an order by mutual exchange of information between the buyer and RMG, the rights to intellectual property shall be divided according to the contributions of the parties to the development. The same applies to intellectual property that may arise by mutual information exchange related to training services.

11.4. As part of the training measures, participants may receive information that includes intellectual property of RMG or company-owned information (particularly technical, commercial, or market information). Information may be transferred or handed over in the form of software, models, designs, drawings, documents, oral form, etc. The transfer of rights of intellectual property in conveyed or handed over information in tangible or intangible form is - unless expressly agreed otherwise - excluded. Participants are entitled to use the acquired technical information for operation, maintenance, and repair. The use for other purposes must be agreed upon with RMG in advance.

12.1. If an order of the buyer, confirmed by RMG, includes software and unless otherwise expressly agreed in text form, the buyer is granted only a non-exclusive license limited to such products and/or locations as named in the order and/or confirmed by RMG in writing. No other use is permitted and RMG (or its suppliers, if applicable) reserves title and all rights to the software hereunder, including confidential and proprietary information. The buyer is not entitled to sublicense software without written approval from RMG. Rights to use software can be passed on to end customers or third parties which are involved in the corresponding project, after confirmation by RMG. The buyer may not reverse compile or attempt to reverse compile or disassemble the software (except as expressly permitted by law). Without the express approval of RMG, the buyer shall not disclose or exhibit any software or make it available to others in any other way. If RMG has granted the right to disclose software to end customers or third parties, the buyer must oblige them accordingly.

12.2. In cases where RMG provides software as part of a training service, and unless expressly agreed otherwise in written form, the above stated regulations regarding software shall apply accordingly.

12.3. Unless expressly provided otherwise in these Terms and Conditions or in a written agreement with RMG, the buyer shall comply with the provisions of RMG's End User License Agreement (www.rmg.com).

13.1. "Confidential information" means: (a) any information, technical data or know-how in any form, including documented information, machine-readable or evaluable information, information contained in components, maskwork and artwork that is clearly marked as "confidential","proprietary" or "business secret" or would be reasonably considered as confidential by a competent person; (b) business information, including pricing, manufacturing, or marketing, (c) the contents of any proposed or actual agreements between the parties, (d) the parties's business policies and business practices, and (e) information of others obtained by the parties under an obligation of confidentiality. The Receiving Party shall keep the proprietary information confidential for a period of 5 years from the date the information is disclosed. Each party retains ownership of its confidential and/or proprietary information, including all rights to patents, copyrights, trademarks, and trade secrets. Notwithstanding the expiration of the confidentiality obligations set forth herein, neither party nor any of its customers, employees or agents are hereby granted any explicit or implied right or license with respect to any proprietary information or patents, patent applications or other Intellectual Property Rights of the other party. RMG agrees to use Buyer's proprietary information only for the purpose of quoting, manufacturing and delivering products or providing services to the Buyer. Buyer acknowledges that it may not use or disclose RMG's proprietary information for any purpose other than the purchase or use of RMG's products and services. Within its organization, the buyer may only disclose proprietary information to those persons with a need to know in order to fulfil the purpose of the contract. In an appropriate manner these persons have to be obliged to maintain confidentiality.

13.2. The Receiving Party shall not be obliged to protect any information for which it is proven (a) that it was in the public domain at the time of disclosure or became public knowledge through no fault of the recipient, (b) that it was known to the recipient at the time of disclosure without breach of any confidentiality agreement, (c) that the recipient obtained it from a third party without corresponding or similar confidentiality restrictions, as contained in this section, or (d) that they have been independently developed by the receiving party.

14.1. The buyer shall immediately notify RMG of any action brought by a third party against the buyer for any actual or alleged infringement of any Intellectual Property Right, including valid patents or copyrights, to the extent that it is related to the service provided by RMG. RMG will decide at its own discretion whether it wants to indemnify the buyer. In this case, the buyer is obliged to authorize RMG to defend against the lawsuit and to provide RMG with all information and documents necessary for the defense. RMG assumes no responsibility or liability for any settlement, waiver, acknowledgment or other agreement entered into without RMG's written consent. RMG shall not be liable for (a) any patent or copyright infringement or other intellectual property infringement in any of the buyer's designs, drawings or manufacturing specifications; (b) products that are used in a way that is different from their proper purpose; (c) claims for infringement resulting from the combination of a product provided under this agreement with a product not provided by RMG; (d) the use of a version of a software product other than the last version of this software product as issued by RMG, or (e) a modification of the product that has not been made by RMG.

14.2. If a justified claim is asserted, RMG shall be entitled, at its sole discretion and at its own expense, to (a) procure the right to continue to use the product for the buyer or (b) to replace or modify the product in such a way that no Intellectual Property Rights are infringed. If a claim is made for infringement of patents, copyrights or other Intellectual Property Rights, RMG is entitled to discontinue delivery of products and services infringing such rights.

14.3. In case RMG is not intentionally or due to gross negligence infringing Intellectual Property Rights, no liability provisions other than those that may be applicable under mandatory law and the liability, indemnification and holding harmless provisions stated in these General Terms and Conditions shall apply.

14.4. If the product/service that cannot be provided due to existing Intellectual Property Rights of third parties is essential for the fulfilment of the purpose of the contract, the parties shall discuss suitable measures on how the purpose of the contract can be fulfilled. If the purpose of the contract cannot be achieved without considerable additional efforts, the provisions for termination of the contract due to ongoing Force Marjeure shall apply.

14.5. In the event that the buyer provides RMG with information, including software, equipment and other tangible or intangible goods/objects in the course of preparing an offer and/or fulfilling the order, and these information, etc. infringe Intellectual Property Rights (including patents and utility models) of third parties, RMG shall be indemnified. If thegoods/objects made available for the preparation of the offer/execution of the order and which infringe Intellectual Property Rights are essential for the fulfilment of the purpose of the contract, the parties shall discuss appropriate measures how to fulfil the purpose of the contract without infringement of Intellectual Property Rights.

All press releases, public announcements, advertisements or other publications relating to the cooperation between buyer and RMG are subject to the prior consent of RMG. This will be granted if, from RMG's point of view, there are no substantial reasons against it.

17.1. With regard to waste, electrical and electronic products, the Buyer is obliged to properly dispose of the delivered products at his own expense in accordance with the mandatory legal provisions after the end of use of the products/equipment, or to inform his customer of the possible legal obligation of disposal. In accordance with legal provisions, RMG accepts old equipment against invoicing of costs incurred. Otherwise, RMG refers to its take-back concept (www.rmg.com).

17.2. RMG takes back packaging at the RMG site in accordance with the mandatory provisions and against invoicing of costs incurred. Otherwise, the buyer is obliged to dispose of or to utilize/recycle the packaging in accordance with the relevant legal regulations.

Rights and obligations of the Buyer under a contract shall not be assigned without the prior written consent of RMG – unless otherwise provided for by mandatory law. This consent should not be withheld without special reason. RMG is entitled to transfer rights and obligations arising from contracts to a company affiliated with RMG.

RMG usually acknowledges the customer's codes of conduct if they are based on general values such as respect for human rights, environmental protection, nature conservation, anti-bribery, etc., as represented by the EU and the UN. RMG selects its suppliers considering promotion of the above mentioned values and sustainability considerations. However, RMG can only assume responsibility for the conduct of its suppliers and their sub-suppliers within the framework of legal regulations or if this has been expressly agreed with the buyer. Compliance with applicable law and adherence to RMG's own code of conduct takes precedence over a buyer's code of conduct unless otherwise agreed. RMG expects from its business partners to comply with the principles of the RMG Code of Conduct (available under www.rmg.com).

20.1. The buyer is responsible for compliance with all applicable foreign trade laws and regulations. It is pointed out that, especially with regard to training services and the technical information and know-how received from RMG, the buyer of training services is responsible for compliance with all applicable foreign trade regulations. He must be aware that export restrictions may also affect the transfer of drawings, know-how, and other intangible assets.

20.2. Buyer and RMG are aware that the EU Council Regulation 833/2014/EU, which is mandatory and applicable law, applies to sales transactions for certain products and for certain countries. If this Regulation applies, the Buyer accepts the relevant contractual clause as formulated in RMG's offer and/or order confirmation and/or in a prevailing contract as it is required according to §12g of the Regulation on the Prohibition of the Sale, Delivery, Transfer or Export of Goods or Technology to Russia. The same applies to corresponding regulations regarding Belarus.

The waiver of any right/claim set out in these Terms and Conditions does not imply ageneral waiver of the right/claim and does not preclude the subsequent assertion.

If any provision of these Terms and Conditions of Sale and/or other agreements is or becomes inapplicable or void, the remaining provisions of these Terms and Conditions or a relevant contract shall not lose their validity. Rather, the contracting parties intend to agree on a provision that replaces the inapplicable or void provision with an applicable and valid provision that best serves the purpose of the inapplicable or void provision. In the event of the absence of a necessary or reasonable regulation, an appropriate additional regulation shall be agreed upon.

In the event of a conflict, the parties strive for an amicable solution. If, at the discretion of one of the parties, such a solution is not achievable in a timely manner, German law shall apply to the exclusion of the UN Convention on the International Sale of Goods. The place of jurisdiction is Friedberg, Hesse, Germany.


Last update: 1 October 2025