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General Terms and Conditions (GTC) of Ribo Repair GmbH

These general terms and conditions apply to the performance of repairs and work on boats or boat parts as well as to any type of work in the workshop. They are an integral part of all offers and contracts of Ribo Repair GmbH for deliveries and services and apply to all present and future business relations. Agreements and collateral agreements deviating from these General Terms and Conditions shall only become part of the contract if the company expressly agrees to their inclusion in writing.

§1 Offer and conclusion of contract

Our offers and cost estimates are non-binding. They only include those deliveries and services that are expressly stated therein.

A contract is only concluded when we have accepted the repair or purchase orders placed by us in writing from the customer, or when the items ordered by the customer have been delivered or the services ordered have been provided by us. This applies mutatis mutandis to all additions or amendments to contracts.

§2 Scope of performance, deliveries and services

In cases of doubt regarding the scope of services, the content of the written order confirmation and the services specified therein shall be decisive. Additional expenses incurred due to incorrect information provided by the customer shall be borne by the customer.

We reserve the right to make minor changes to the agreed work (e.g. in shape, colour or weight) within reasonable limits.

The customer must provide us with binding details of the required repair (e.g. description of damage, photo or video material) in good time before the agreed repair date. The scope of the repairs and their expediency shall be determined exclusively by the customer. Insofar as information from a classification society or its agents or from the customer's agents is available, we are entitled to rely on the content of this information; the accuracy of the content will not be checked. The company is not obliged to inspect the boat or the object of performance for hidden defects.

Partial deliveries and partial services are permissible.

§3 Documents

The company reserves all property rights, copyrights and other industrial property rights to its documents. All documents must be treated as strictly confidential. Without the written consent of the Company, these documents may only be used for the fulfilment of the respective contracts concluded; in particular, they may not be reproduced or passed on to third parties. They must be returned immediately at the Company's request. This confidentiality obligation shall also apply after termination of the relevant business relationship.

§4 Authorised representatives of the customer

The customer must inform us in writing at the latest on collection or delivery of the boat of the object of performance or, in the case of performance outside our hall, before the start of the same, whether and which person or persons, if any, are acting as the customer's representative.

§5 Prices

All prices are quoted net in euros (EUR) ex our factory (ex works according to Incoterms ® 2000), plus VAT at the applicable statutory rate, if applicable. Any additional costs for services provided at the customer's request outside regular or standard working hours shall be borne by the customer.

In the event of cost increases (e.g. for wages, materials) that occur between the conclusion of the contract and the date of performance (provided this period is more than four (4) months), we shall be entitled to charge a correspondingly adjusted price. However, this may not be higher than our prices generally applicable at the time of performance.

If we are unable to fulfil the contract in whole or in part for reasons for which we are not responsible, the customer shall owe us the pro rata remuneration for the services rendered to date.

§6 Payments

All claims for payment are due fourteen (14) days after receipt of our invoice/request for payment and payments must be made immediately to one of our accounts specified in the invoice/request for payment.

We shall be entitled to issue one or more partial invoices reflecting the progress of the work achieved up to that point, even before completion of our overall performance.

We are entitled to demand interest of 5 % p.a. from the due date and 8 percentage points above the applicable base rate from the date of default. We may claim further damages for default if this payment deadline is also not met. The customer shall reimburse us for the costs and legal fees and, if applicable, the costs of court or arbitration proceedings incurred by us in enforcing claims arising from an invoice due after default has occurred.

Payments by bill of exchange and cheque shall only be credited to the customer if and to the extent that we can dispose of the equivalent value without reservation. The costs incurred by us shall be reimbursed to us by the customer.

If the return of the boat or the object of performance is delayed for reasons for which we are not responsible, all costs associated with the non-return shall be borne by the customer.

&7 Deadlines and dates

Deadlines and dates are only binding for us if their binding nature has been expressly agreed in writing in the individual contract. Otherwise, the dates stated are only estimates. The deadlines and dates estimated by us, which are reasonable according to the type and scope of the service, difficulty of the task, etc., shall apply.

The prerequisite for timely delivery or performance - even if a delivery deadline/delivery date has been agreed - is the complete and timely fulfilment of all obligations and duties of cooperation of the customer, such as (i) the timely provision of documents and information (ii) the timely provision of the boat in a condition that enables work to be carried out on the boat, as well as the clarification of all commercial (including price agreements) and technical issues. Agreed deadlines and dates shall be extended by the delay caused by the customer's failure to fulfil his obligations and duties to cooperate and other contractually agreed points.

Subsequent changes or additions to the scope of delivery and services shall extend the deadlines and dates in accordance with the additional time required as a result. This also applies to unforeseen conditions.

The occurrence of force majeure or other circumstances for which we are not responsible, such as machinery breakdown, sovereign measures, insolvency of a particular supplier, its filing for insolvency and traffic disruptions, regardless of whether they occur with us or our suppliers, or even unavailability of the boat or object of performance, shall release us from the obligation to deliver or perform for the duration of their effects or, if they lead to the impossibility of delivery or performance, for an indefinite period. This also applies to measures in accordance with the International Ship and Port Facility Security Code ("ISPS Code").

In the event of an unforeseeable event for which we are not responsible and which prevents us from performing our delivery / service, we shall not be obliged to comply with the originally set deadline and shall be entitled to postpone the same by the duration of the delaying event. Should fulfilment of the contract become impossible, we shall be entitled to reduce the customer's outstanding claims appropriately.

§8. Provision / collection of the boat or the object of performance / delay

The customer must provide the boat or the object of performance in a professional and timely manner as agreed, either for transport to our hall or for repair on site. In the event of a repair outside our hall, the customer must ensure compliance with all applicable safety regulations at the agreed location (dock/workshop/pier). The customer is also responsible for preparing the boat in such a way (generally accessible, protected from the weather and at the right temperature) that work can begin immediately.

After completion of the work, the customer must remove the boat or the object of performance from the place of fulfilment or collect it there. If the customer does not make the boat or the object of performance available in a condition that enables the work to be carried out on it or does not make it available at the agreed time, we shall be entitled to refuse to accept the boat or the object of performance and/or to charge the customer for the costs incurred as a result.

§9 Acceptance

In any case, the customer must accept the service upon completion, but at the latest immediately after our request. Receipt/acceptance shall be deemed to have taken place at the latest when the customer uses the boat or the object of performance.

If a test or trial run is planned, the customer shall provide the operating materials, materials and other supplies required for the performance of the test or trial run. For the duration of the testing or trial run, the customer shall assume responsibility for the risk of operating errors by the customer as well as the risk of accidental loss or accidental deterioration of the boat or the object of performance.

§10 Assignment / set-off and lien

The customer is not authorised to assign claims or rights which he has against us to third parties without our prior written consent.

The customer may only set off claims against our claims which are undisputed or have been recognised by declaratory judgement and against which no further ordinary legal remedy can be lodged.

Notwithstanding the statutory lien, the customer shall grant us a contractual lien on the boat or the object of performance for our claims arising from any contract based on these terms and conditions.

§11 Place of fulfilment and transfer of risk

The place of fulfilment for our deliveries and services is our factory hall, unless a different place of fulfilment has been agreed in individual contracts. In the case of deliveries to EU member states, the customer must immediately provide his VAT identification number and all other information required for processing the contract (including confirmation of transport and final destination).

In accordance with regulation §9, paragraph 2, the risk of accidental loss or accidental deterioration of the service shall pass to the customer upon acceptance. If the boat or the object of performance is handed over before acceptance (e.g. for the purpose of a trial run), the risk of accidental loss or accidental deterioration shall pass to the customer at this point in time. If acceptance is delayed for reasons for which the customer is responsible, the risk of accidental loss and accidental deterioration of the boat or the object of performance shall pass to the customer on the day on which he is notified that the boat or object of performance is ready for acceptance.

Insurance against transport damage or loss, breakage or other risks shall only be taken out by us for the customer at the customer's express request and in his name and at his expense, whereby we shall be included in the insurance as a co-insured party.

We shall not be liable for damage not caused by us or our vicarious agents, irrespective of the time of occurrence of the damage, unless one of the events specified in § 14 occurs.

§12 Retention of title

For private individuals: We reserve title to the goods until the purchase price has been paid in full. Disposal or pledging, transfer by way of security, processing or remodelling of the goods is not permitted without our express consent prior to transfer of ownership.
For entrepreneurs:
We reserve title to the goods until all claims arising from the current business relationship have been settled in full. If the value of the reserved goods exceeds the claims to be secured from the current business relationship by 20 per cent, we are obliged to release the reserved goods at the request of the entrepreneur.
The goods may be resold by the entrepreneur in the ordinary course of business. He hereby assigns all claims in the amount of the invoice amount which accrue to him against a third party as a result of the resale. We accept the assignment. After the assignment, the entrepreneur is authorised to collect the claim. If the entrepreneur does not properly fulfil his payment obligations and is in default of payment, we reserve the right to collect the claim ourselves.
The handling and processing of the goods by the entrepreneur shall always be carried out in our name and on our behalf. If the goods are processed, we shall acquire co-ownership of the new item in proportion to the value of the goods supplied by us. The same applies if the goods are processed or mixed with other items not belonging to us.
The customer is obliged to treat the goods with care for the duration of the retention of title. The customer must inform us immediately in writing of all access to the goods by third parties (e.g. enforcement measures, damage or destruction of the goods, etc.). We are entitled to withdraw from the contract and demand the return of the goods if the customer acts in breach of contract, in particular in the event of default in payment.

$13. Material defects

The customer must notify us in writing of any defect immediately after its discovery. We shall not be liable for the aggravation of defects caused by a delayed notification of defects.

The customer must first give us the opportunity to rectify the defect within a reasonable period of time, at our discretion by remedying the defect, delivering a defect-free item or manufacturing a new item.

The boat or the object of performance must be made available to us at an agreed place of fulfilment for the purpose of rectification. If this is uneconomical, the customer may have the work carried out by another company ("external company"), provided that he has notified us in good time, i.e. before the work begins, has given us the opportunity to inspect the defect and has complied with our instructions on cost limitation. In this case, we shall reimburse the customer for all demonstrably necessary expenses for this work.

Claims by the customer for reimbursement of the expenses required to facilitate the rectification of defects, in particular the costs for the provision of the boat or the object of performance at the agreed place of fulfilment, are excluded.

In the event of notified defects, we shall only be obliged to rectify the defect if the customer has paid a reasonable part of the contract price, taking into account the notified defect.

If the rectification finally fails or is unreasonable for us or the customer or is associated with disproportionate costs/time/effort and is therefore refused by us, the customer may withdraw from the contract under the statutory conditions or reduce the remuneration appropriately, without prejudice to any claims for damages by the customer.

Replaced parts shall become our property at our request.

Unless otherwise agreed with the customer in individual cases, all claims of the customer against us for defects shall become time-barred 12 months after the transfer of risk. However, this limitation period shall not apply if and to the extent that the defect was fraudulently concealed and/or one of the cases of liability specified in § 14 exists.

Claims and rights of the customer due to defects shall lapse if the object of delivery or service is modified, processed or treated improperly, repaired, maintained or serviced by the customer or by third parties not authorised by us, as well as in the case of defects due to natural wear and tear.

A change in the burden of proof to the detriment of the customer is not associated with the above provisions.

§14 Compensation/liability

For repairs and services on the boat or the object of performance outside our hall, the customer is responsible for guarding his boat himself. All measures required to prevent damage (e.g. draining pipes and hoses and other frost protection measures) are also the responsibility of the customer in this case. The customer must inform us in writing of any specific risk of accident. The customer or his authorised representatives must also ensure that the boat and the immediate working environment are properly lit and secured.

We shall not be liable for damage resulting from incorrect drawings or other documents of the customer or from a lack of stability of the boat. The customer must expressly inform us in writing of any special circumstances that may affect the stability of the boat and that may cause a risk of damage to the boat or its equipment despite proper execution of the work by us.

If items or boats are placed in our care, we reserve the right to charge the customer for storage and other costs on the basis of the usual and reasonable rates if the storage period exceeds six (6) weeks without interim repairs.

Material contractual obligations are those whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer regularly relies and may rely. Irrespective of the aforementioned cases of liability and insofar as no essential contractual obligations have been breached, we shall not be liable for damages to the customer that are based on a grossly negligent breach of duty, in particular the breach of duties of care and supervision by our non-executive employees.

In the event of a breach of a material contractual obligation, the customer's claim for damages against us shall be limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence or liability for injury to the health and body of the customer or its employees or representatives or due to the assumption of a guarantee for the existence of a property. Typical/foreseeable damage is damage that must typically be expected to occur in the event of a breach of a material contractual obligation.

Claims for damages shall lapse 12 months after the start of the statutory limitation period if and insofar as none of the aforementioned liability events have occurred.

§15 Our premises and execution of the work

The customer shall be liable to us for all damage caused to our employees or third parties by persons who are on our premises on behalf of or with the consent of the customer and shall indemnify us against all claims by our employees or third parties.

As long as the boat or the object of performance is on our premises or in our care, no persons or companies other than those commissioned by us may carry out any work on the boat or object of performance without our prior written consent. The customer must inform us in good time and in writing if he wishes to have work carried out by third parties in parallel with our work. Such work shall be carried out exclusively at the risk and responsibility of the customer.

All waste removed in the course of the work (replaced parts, materials, etc.) shall, at our discretion, become our property without compensation. Notwithstanding the above, the customer must dispose of all toxic substances and hazardous waste immediately at his own expense, unless disposal by us is expressly part of our contractual performance.

§16 Jurisdiction / Applicable law and translations

The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship between us and the customer shall be the local court/regional court at the registered office of the company. However, we shall also be entitled to assert claims against the customer at our discretion before courts having jurisdiction over the customer's place of residence or business. Any mandatory statutory places of jurisdiction shall remain unaffected.

The law of the Federal Republic of Germany shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

If these General Terms and Conditions are translated into a language other than German, only the German version shall be authoritative for interpretation.

§17. severability clause

Should one of the provisions of a contract of which these General Terms and Conditions are an integral part be or become invalid, this shall not affect the validity of the remaining provisions. In place of the invalid provision, the company shall agree a provision with the customer that comes as close as possible to the economic purpose of the invalid provision in its entirety - or if this is not legally possible - in a legally effective manner.