General Terms & Conditions


I. Contractual partners

These general terms and conditions (T&Cs) apply to all offerings and services of

rail-assets Georg Kreitmair e.K.
Maximilianstrasse 19, 86150 Augsburg

Hereinafter referred to as the “supplier” or “RA”.


II. Commercial services – divergent terms and conditions

Use of RA services requires proof of commercial activity and a declaration that use of RA services occurs within the bounds of such commercial activity. The website of rail-assets.de and all offerings and information on that site are intended solely for commercial enterprises in the sense of § 14 of the German Civil Code (BGB).

These T&Cs are the only valid terms and conditions for services and obligations between RA and its customers. Any divergent T&Cs of customers are herewith declared invalid. Any divergent agreements are binding on the parties only if issued in writing and signed by both parties.


III. Object of the contract

RA offers services in two areas: brokerage of used rail assets (A) and online company profiles (listings in the RA Product Directory for new products and services to do with rail vehicles) (B). Services in the two areas may be utilised independently of each other.

Unless expressly stipulated that a provision of these T&Cs only applies to the brokerage services or directory listings, the provisions of these T&Cs apply to both types of services.

   A.  Object of the contract for brokerage services:

The aim is to broker contacts between buyers and sellers of rail vehicles, replacement parts, workshop equipment and other assets such as company shares, workshop capacity, infrastructure etc. (hereinafter referred to as “brokerage service”).

The brokerage service of RA consists of establishing contact between prospective sellers, on-sellers and purchasers/buyers.

At the customer’s request, advice and guidance may be offered as an extra service during the sale negotiations up to the point where a planned purchase or comparable purchase agreement is reached.

On the basis of information provided by customers/prospective buyers, RA prepares non-binding sales and purchase offers without engagement (hereinafter abbreviated to “offers”). The customer is obliged to check the accuracy of the content of any offer prepared by RA.

These offers will be published in Europe and worldwide on the website and in the newsletter.

Assessment of the offers is based on the information provided by the customer and made according to objective, professional criteria and the prior experience of RA in this field.

RA is under no obligation whatsoever to check whether the information provided by customers/prospective buyers is correct and complete.

 

   B.  Object of the contract for profile listings in the Product Directory

RA produces an online Product Directory for new products and services for rail vehicles (hereinafter referred to as “online company listing”). The customer has the option of booking listings in this Product Directory. There is a choice available between various levels of service. The details of the scope of service are included in the applicable service description in each case. The profile will be uploaded by RA no later than 5 working days after conclusion of contract. If the customer offers no further details than the basic information provided, RA will compile the profile based on the available information. Editing of the profile is possible at any time.

Upon registration, the customer receives access to a personal account area. The customer has no right to publication of certain content or a particular form of presentation of that profile unless otherwise specified in the relevant service description for the profile booked. In particular, hyperlinks on pages outside the offering of RA may be deleted by RA.

The customer is obliged to check the completeness and accuracy of the profile on a regular basis during the entire term of the contract and immediately report any errors or other editing requirements.

RA does not run any legal checks on the profile. The customer is solely responsible for the content of the profile. This also applies to any profile compiled by RA. The customer is obliged to observe all applicable laws, in particular any competition, trademark and copyright laws. The customer is solely responsible for any breach of the law and any liability on the part of RA is expressly excluded.

 

IV. Conclusion of contract

   A.  Brokerage contract

1. Suppliers:

Suppliers who wish to have goods or services brokered and offered by RA or via its website must first approach RA with a brokerage request. This request may be made by email, via the online ordering system of the website or via any other form of communication.

In response to a brokerage request, RA issues an individual marketing offer. This offer is deemed accepted by the customer when a brokerage contract is issued or the data sheet containing the offer and description of services is approved by the customer.

2. Prospective buyers:

Prospective buyers taking up offers brokered by RA must pay a broker commission (for verified brokers) in accordance with § 652 of the German Civil Code (BGB) if a commission rate is included in the data sheet supplied to the prospective buyer by RA (prospective buyer commission). The commission rate stipulated in the data sheet always constitutes a buyer commission. If no figure or “0.00” is entered under the heading “Commission” on the data sheet, the prospective buyer is not obliged to pay any commission.

 

   B.  Profile Listing

The contract for booking a profile listing arises as an electronic business transaction via the RA system or via a telecommunication method such as phone or email. The RA options for booking profile listings in the various areas constitute a non-binding invitation to provide a quote for the customer booking, which RA may then accept.

The contract for a profile listing in the Product Directory takes effect once confirmation of the order has been sent. The order or booking confirmation automatically generated and sent as part of the registration process does not constitute a legally binding declaration to that effect.

The contract also takes effect once the service is provided (in particular when the profile is uploaded by RA).

 

V. Usage rights

By entering into a brokerage contract or booking a profile listing, the customer simultaneously gives consent for the information and any image material or other legally protected material provided by the customer to be publicly displayed, reproduced, sent and used in any other ways on the RA website and partner platforms to fulfil the brokerage contract in the best possible way. In particular, this includes the customer conceding the simple, transferable, temporal, spatial and substantively unrestricted right, from the time the contact is concluded, to make publicly available, reproduce, distribute and edit any texts, images or other data supplied for the purpose of designing a profile, within the limits of the moral rights of the copyright holder and for commercial uses only. Transfer of the usage rights to partner websites for the purpose of increasing the range of exposure is also permitted without restriction.

The customer guarantees access to the necessary usage rights for the material made available to RA for the purpose of fulfilling the contract and gives an assurance that the proposed use of the material and information provided by the customer does not infringe the rights of third parties.

In particular, users of the website and customers placing orders with RA must ensure that the information and material provided by them does not infringe any of the rights of third parties, such as copyright and trademark laws, or contain anti-competitive statements.

The customer is obliged to report any legal infringements without delay. Any breach of legal regulations or the provisions of these T&Cs entitles RA to immediately delete the relevant profile entry and, in particularly serious cases, disable the entire profile with immediate effect.

 

VI. Term of contract

Both the brokerage service and the profile listing agreements are concluded for an indefinite period. The following rules apply to any termination.

A. Any agreement about the length of term of the brokerage agreement will be stipulated in the brokerage contract

B. The profile listing agreement has a minimum contractual term of 12 months.

If the customer does not terminate the agreement one month before the end of the contract, the term of the contract automatically extends by a further 12 months.

Furthermore, the following applies to both types of services:

The right to extraordinary termination for good reason, in particular for repeated breach of key contractual conditions, remains unaffected by this provision.

Termination of contract is only valid if notification is made in written form. Oral termination of contract is out of the question.

 

VII. Pricing and costs

All quoted prices are net of any statutory value added tax that may be applicable.

   A.  Cost of brokerage services

RA brokerage services will be stipulated with the suppliers of products/services in the brokerage contract.

The amount of any applicable buyer commission will be stipulated in the data sheet for the offer in question, under the heading “Commission”.

Cost in the form of a broker commission is incurred only when a main contract is concluded between the supplier and the prospective buyer.

The entitlement of RA to commission arises and is due whenever a fully effective main contract (purchase, leasing, rental or other usage agreement for which a fee is payable) is concluded with a documented contractual partner brokered by RA. This also applies when conclusion of the main contract only occurs after the end of the brokerage contract but comes about as a result of RA activity.

 

   B.  Cost of profile listing in the Product Directory

The cost of the profile chosen by the customer is as per the applicable pricing schedule.

RA reserves the right to appropriate price rises as a result of increased production/distribution costs or extension of services. Notification will be given of any price rises. They will not have any effect on the current contractual term but would be justification for extraordinary termination of contract if proper termination is not possible at the end of the current term. The amount due for the entire contractual term is payable at the start of the relevant contractual term when the invoice is issued.

 

VIII. Payment conditions

The amount due must be paid in advance by bank transfer on receipt of the emailed invoice, which contains all the necessary account details to complete the bank transfer. The customer is obliged to deposit or transfer the amount stated in the invoice to the specified account within 14 days of receipt of invoice. Payment is due without deductions from the time the invoice is issued. After the payment deadline of 14 calendar days, the customer is deemed to be in arrears, even if no reminder is issued.

Provided a direct debit authorisation has been issued by the customer, the amount due will be deducted from the customer’s designated bank account by RW via direct debit as per the authorisation provided by the customer.

No right of retention by the customer for sums unrelated to the same contractual relationship is permitted.

No set-offs by the customer of outstanding claims are permitted unless they are undisputed or established by law.

 

IX. Guarantee and liability

Purchase, rental or other usage agreements to do with the used rail assets offered on the RA website, including those by brokered via RA, arise only as direct contracts between the customer as seller or main service provider and the third party as prospective buyer. Only the party actually offering the product or service is liable, not the broker. The customer also exempts RA from any claims by third parties, which may be brought against RA due to infringement of copyright, competition, compensation or other laws in connection with the individual profile or information made available to RA by the customer. This also includes the cost of any required legal representation directly or indirectly arising from claims against RA by third parties.

In terms of its brokerage services, RA makes very effort to ensure the accuracy and completeness of information provided by customers/prospective buyers but accepts no liability in terms of the content of the contracted services towards subsequent contractual parties or third parties.

In terms of brokerage services, RA accepts no liability for the accuracy of the information in the descriptions of products or services. The descriptions of products and services are based on the information provided by the relevant suppliers and cannot be verified by RA.

In terms of the profile listings and presentation of customer offerings on the RA website, RA takes all reasonable precautions to prevent overloading or malfunction of the system. However 100% availability cannot be guaranteed. In the case of temporary unavailability of the website or profile, RA will take every effort to rectify the problem without delay. Guarantee and/or compensation claims in relation to any such outages are out of the question.

The grace period for RA in the case of other guarantee claims is one week after notification by the customer of any defect. Once the grace period has expired, the customer is entitled to the usual statutory rights.

RA is liable without restriction for intentional or grossly negligent conduct and for minor negligence only if key contractual obligations are breached in a manner that jeopardises the object of the contract. Liability is limited to a maximum of €5,000 per claim. All further claims are excluded. This applies in particular to compensation for indirect damage (loss of profit, consequential damage etc.). Claims relating to health, life and limb remain unaffected by these liability restrictions.

 

X. Privacy of information

The customer consents to RA’s collecting, processing and using information arising from this contract or the performance of this contract, and conveying such data to prospective buyers to the extent required to achieve the object of the contract.

 

XI. Ban on assignment and pledging

Claims or rights of the customer in respect of RA may not be assigned or pledged unless the customer has shown proof of justifiable cause for such assignment or pledging.

 

XII. Language, place of jurisdiction and applicable law

This contract is written in German. Other language versions of these Terms & Conditions are for information purposes only; the German version is always the binding version. The ongoing conduct of the contractual relationship will occur in German.

The laws of the Federal Republic of Germany only apply to this contract. The place of jurisdiction is the headquarters of RA.

 

XIII. Severability clause

The invalidity of one provision of these T&Cs has no effect on the validity of the other provisions.

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