1.1 These terms and conditions of sale of RYTLE Mobility GmbH apply exclusively to entrepreneurs
within the meaning of § 14 BGB (German Civil Code), legal entities under public law or special
funds under public law. We shall only recognise any terms and conditions of the customer that
conflict with or deviate from our terms and conditions if we expressly agree to their validity in
1.2 These terms and conditions shall also apply to all future transactions with the customer, even if
we do not refer to the validity of the terms and conditions separately.
1.3 Individual agreements made with the customer on a case-by-case basis (including collateral
agreements, additions and amendments) shall in any case take precedence over these terms
and conditions. Subject to proof to the contrary, the content of such agreements shall be
governed by a written contract or our written confirmation.
2. Offer and conclusion of contract
2.1 In case of doubt, our declarations on our part, in particular cost estimates, price and delivery
information, are not legally binding offers, but are to be understood as an invitation to the
customer to submit an offer. If our declaration is to be understood as a binding offer in
accordance with §145 BGB, we are entitled to revoke it until acceptance of the contract by the
customer, unless a binding period is expressly stated in the offer.
2.2 Orders of the customer, which represent offers according to § 145 BGB, these are binding for
the duration stated in the offer. If no commitment period is specified, the customer is bound to
offers for 14 days in case of doubt.
3. Documents provided
We reserve property rights and copyrights to all documents provided to the customer in
connection with the placing of the order – also in electronic form – such as calculations,
drawings, etc. These documents may not be made accessible to third parties unless we give the
customer our express written consent. At our request, these documents must be returned to us
4. Prices and Payment
4.1 Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus value
added tax at the applicable rate. Packaging costs will be invoiced separately.
4.2 Payment of the purchase price must be made exclusively to the account specified in the
contract documents. The deduction of a discount is only permitted with a special written
4.3 Unless otherwise agreed, the purchase price is to be paid until delivery ('payment term
immediately'). Interest on arrears shall be charged at a rate of 9% above the respective base
interest rate p.a. We reserve the right to assert a higher claim for damages caused by default.
4.4 Unless a fixed price agreement has been made, we reserve the right to make reasonable price
changes due to changes in wage, material and distribution costs for deliveries made 3 months
or later after conclusion of the contract.
5. Rights of set-off and retention
The purchaser shall only be entitled to rights of set-off and retention if his counterclaims have been
legally established, undisputed or recognised. This restriction does not apply to counter-rights of
the customer due to defects in the goods.
6. Delivery and delivery time
6.1 The commencement of the delivery period specified by us presupposes the timely and proper
fulfillment of the customer's obligations. We reserve the right to plead non-performance of the
6.2 If the customer is in default of acceptance or culpably violates other obligations to cooperate,
we shall be entitled to demand compensation for the damage incurred by us in this respect,
including any additional expenses. We reserve the right to make further claims. If the above
conditions are met, the risk of accidental loss or accidental deterioration of the purchased item
shall pass to the purchaser at the point in time at which the purchaser is in default of
acceptance or debtor's default.
6.3 Delivery is subject to timely and proper delivery by our suppliers. We do not assume any
procurement risk. In the event of non-availability of the service, we will inform the customer.
6.4 In the event of a delay in delivery or impossibility, we shall only be liable in accordance with
6.5 Unless expressly agreed otherwise, we shall provide delivery 'ex works' (exw Incoterms 2020).
The customer is solely responsible for the transport, including loading and proper transport
securing, at his own expense.
6.6 Partial deliveries are permitted, as far as reasonable.
Of risk upon shipment. If the goods are sent to the customer at the request of the customer, the
risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon
dispatch to the customer, at the latest when they leave the factory/warehouse. This applies
regardless of whether the goods are shipped from the place of performance or who bears the
8.1 We - RYTLE Mobility GmbH - reserve title to the delivered item until all claims arising from the
delivery contract have been paid in full. This also applies to all future deliveries, even if we do
not always expressly refer to this. We are entitled to reclaim the purchased item if the customer
behaves contrary to the contract.
8.2 The purchaser is obliged to treat the purchased item with care as long as ownership has not yet
passed to him. In particular, he is obliged to insure them adequately at his own expense against
theft, fire and water damage at replacement value. If maintenance and inspection work has to
be carried out, the customer must carry it out in good time at his own expense. As long as
ownership has not yet been transferred, the customer must notify us immediately in writing if the
delivered item is seized or exposed to other interventions by third parties. Insofar as the third
party is not in a position to reimburse us for the judicial and extrajudicial costs of an action
pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
8.3 The purchaser is entitled to resell the reserved goods in the normal course of business. The
purchaser hereby assigns to us the claims against the customer arising from the resale of the
goods subject to retention of title in the amount of the final invoice amount agreed with us
(including VAT). This assignment shall apply regardless of whether the purchased item has
been resold without or after processing. The purchaser remains authorized to collect the claim
even after the assignment. Our authority to collect the claim ourselves remains unaffected.
However, we will not collect the claim as long as the customer fulfills his payment obligations
from the proceeds received, is not in default of payment and, in particular, no application for the
opening of insolvency proceedings has been filed or payments have not been suspended. At
our request, the customer must inform us of the names of the debtors of the assigned claim and
inform them of the assignment. In the event of a resale of the reserved goods on credit, the
purchaser is obliged to sell the goods only against sufficient securities (e.g. agreement of his
own retention of title, etc.). Pledges or assignments by way of security are only permitted to the
customer with our prior written consent. The purchaser's right to resell and collect shall expire
automatically if the purchaser is in default of payment, if insolvency proceedings have been
applied for against his assets or if he is obliged to file for insolvency proceedings.
8.4 The treatment, processing or transformation of the purchased item by the customer shall always
be carried out in our name and on our behalf. In this case, the expectant right of the purchaser
to the purchased item shall continue to apply to the transformed item. If the purchased item is
processed with other items not belonging to us, we shall acquire co-ownership of the new item
in the ratio of the objective value of our purchased item to the other processed items at the time
of processing. The same applies in the case of mixing. If the mixing is carried out in such a way
that the customer's item is to be regarded as the main item, it shall be deemed agreed that the
customer shall transfer co-ownership to us on a pro rata basis and shall keep the sole
ownership or co-ownership thus created in safe custody for us. In order to secure our claims
against the customer, the customer also assigns to us such claims which accrue to him against
a third party as a result of the combination of the reserved goods with a piece of real estate; we
hereby accept this assignment.
8.5 We undertake to release the securities to which we are entitled at the request of the customer if
their value exceeds the claims to be secured by more than 20%.
9. Warranty and notice of defects as well as recourse/manufacture's recourse
9.1 Warranty rights of the purchaser presuppose that the purchaser has duly fulfilled his obligations
to inspect and give notice of defects in accordance with § 377 of the German Commercial Code
9.2 Claims due to defects in new goods shall become statute-barred 12 months after delivery of the
goods delivered by us to our customer. The statutory limitation periods shall apply to claims for
damages arising from product liability, due to damage resulting from injury to life, limb, health or
an essential contractual obligation as well as due to other damages based on an intentional or
grossly negligent breach of duty by us or our vicarious agents, as well as for claims due to
fraudulent concealment of a defect and for recourse claims.
9.3 The sale of used goods is subject to the exclusion of any warranty.
9.4 We are entitled to demand that the customer return the goods to us for the purpose of
examining the complaint and, if necessary, for rectification/subsequent delivery. Any return of
the goods must be agreed with us. We are not obliged to take back goods that are free of
9.5 If the delivered goods have a defect that was already present at the time of the transfer of risk,
we shall, at our discretion, repair the goods or deliver replacement goods, subject to timely
notification of defects. We must always be given the opportunity to remedy the defect within a
reasonable period of time.
9.6 Recourse pursuant to §§ 445a, 445b BGB is excluded if the end customer is an entrepreneur. In
all other respects, recourse claims pursuant to §§ 445a, 445b BGB remain unaffected.
9.7 If the supplementary performance fails even after the third attempt, the customer may withdraw
from the contract or reduce the remuneration – without prejudice to any claims for damages.
9.8 We would like to point out that there are no claims for defects in the event of natural wear and
tear as well as damage that occurs after the transfer of risk as a result of incorrect or negligent
handling, excessive stress, unsuitable operating materials, unauthorized installations or
conversions or due to special external influences that are not assumed under the contract. If
improper repair work or modifications are carried out by the purchaser or third parties, there
shall also be no claims for defects for these and the resulting consequences.
9.9 Claims on the part of the purchaser for expenses incurred for the purpose of subsequent
performance, in particular transport, travel, labour and material costs, including any dismantling
and installation costs, shall be excluded insofar as the expenses increase because the goods
delivered by us have subsequently been taken to a place other than the purchaser's branch
office, unless the transfer corresponds to their intended use.
9.10 The Purchaser's right of recourse against us shall only exist to the extent that the purchaser has
not made any agreements with his customer that go beyond the legally mandatory claims for
defects. Section 9.6 shall also apply mutatis mutandis to the scope of the Purchaser's right of
recourse against the Supplier.
9.11 Warranty claims do not apply if the customer modifies the delivery item or has it modified by
third parties without our consent and the rectification of the defect becomes impossible or
10.1 We shall only be liable for damages in accordance with the following provisions. In all other
respects, liability for damages of any kind, regardless of the basis of the claim, including liability
for fault at the time of conclusion of the contract, is excluded.
10.2 - Provided that the other eligibility requirements are met, we shall only be liable for damages if
we are guilty of intent or gross negligence.
10.3 - We shall be liable for simple negligence in the event of a breach of an obligation, the fulfillment
of which is essential for the proper execution of the contract and on the observance of which the
contractual partner may regularly rely (so-called cardinal obligation).
10.4 - If we are liable for negligent conduct, our liability is limited to the damage that we typically had
to expect to occur under the circumstances known at the time of conclusion of the contract. In
the event of slight negligence, there is no liability for indirect or consequential damages.
10.5 We shall be liable for damages caused by delay up to a maximum of 5% of the value of the
service in default.
10.6 - The above exclusions and limitations of liability do not apply, insofar as we have assumed a
guarantee, for damages that are to be compensated under the Product Liability Act, as well as
for damages to life, limb or health.
10.7 - The above exclusions and limitations of liability shall also apply in favour of our employees,
vicarious agents and other third parties whom we use to fulfill the contract.
11. Vehicle data collection, use of telematics and data protection
11.1 Our vehicles are equipped with an electronic unit that collects local technical data and usage
data of the vehicles for service purposes and enables other electronic functions, including the
collection of engine data and battery data, storage of the fault and engine log, the key for
Keyless Go via non-personalized IDs and control of the corresponding (un)locking. Optionally,
the vehicle position can also be recorded via GPS. The collected data is regularly transmitted
via SIM card to the so-called 'IoT platform', which can only be viewed by us and to which
access is only granted in service cases. The data will not be used or transferred in any other
way. Please note in this respect: Data collection and transmission is only optional with regard
to the vehicle position and otherwise mandatory for quality assurance and to ensure the proper
functionality of the vehicle.
management system RYTLE SMART. The use of RYTLE SMART is only possible after separate
11.3 For information on the processing of personal data, in particular in the case of the use of RYTLE
12.1 This contract and the entire legal relationship between the parties are subject to the law of the
Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the
International Sale of Goods (CISG).
12.2 The place of performance and exclusive place of jurisdiction and for all disputes arising from
this contract is our place of business
12.3 All agreements made between the parties for the purpose of executing this contract are set out
in writing in this contract.