General terms and conditions of business
the TS components
(As of June 2020)
1. General
1.1. These General Terms and Conditions of Business and Delivery apply to all our business relationships with companies (§ 14 German Civil Code), legal entities under public law, or special funds under public law (hereinafter: "Customer"). They also serve as a framework agreement for future contracts between us and the Customer, without us having to refer to them again in each individual case.1.2. Any differing or supplementary terms and conditions of the customer shall only become part of the contract if and to the extent that we have expressly agreed to their validity.
2. Offers, scope of delivery/service
2.1. Our offers are generally non-binding and subject to change. Verbal and telephone agreements require our written confirmation to be valid.
2.2. Documents belonging to our offers, such as brochures, illustrations and drawings, as well as weight and dimension specifications, are only approximate unless we expressly designate them as binding.
2.3. We reserve all proprietary and copyright rights to cost estimates, drawings, other documents, and data, regardless of their form. These documents may not be made available to third parties without our consent.
2.4. The subject matter of the contract complies with the applicable legal regulations in Germany. The customer is responsible for complying with foreign requirements.
3. Prices and payment terms
3.1. Unless otherwise agreed, prices are ex works (Incoterms 2020). For services, the agreed hourly rates or (in the absence of an agreement) our respective list prices apply. Price adjustments are permissible if delivery or performance takes place more than four months after the conclusion of the contract and we can demonstrate corresponding cost increases. Prices are exclusive of shipping and packaging costs and statutory VAT.
3.2. Our invoices are due no later than 14 days after the invoice date. The timeliness of payments depends on the date of receipt of funds by us or the date of unconditional credit to our account.
3.3. We are not obligated to accept payment by check or bill of exchange. In any case, the issuance of checks and bills of exchange is solely for the purpose of payment. Such issuance does not constitute a deferral of our claims. The costs associated with the collection of a check or bill of exchange shall be borne by the customer.
3.4. If, after conclusion of the contract, it becomes apparent that our claim to payment is jeopardized by the customer's lack of solvency, we may refuse to perform our obligations and set the customer a deadline for payment against delivery or for providing security. If this deadline expires without payment being received, we are entitled to withdraw from the contract and claim damages. Setting a deadline is unnecessary if the customer seriously and definitively refuses payment or if special circumstances exist which, after weighing the interests of both parties, justify our immediate withdrawal.
4. Delivery and delivery times
4.1. Delivery is ex works (EXW according to Incoterms 2020). If delivery is delayed for reasons attributable to the customer, the deadline is deemed met upon notification of readiness for shipment. We are entitled to charge the customer storage costs for the period of the delivery delay attributable to them.
4.2. Delivery times and dates are generally non-binding, unless we expressly specify binding deadlines.
4.3. In any case, adherence to delivery deadlines is subject to our own timely receipt of supplies. Should we ourselves receive late delivery, we will inform the customer immediately upon becoming aware of this delay or non-delivery, stating the new delivery deadline. If delivery is delayed by more than four weeks, both parties have the right to withdraw from the contract.
4.4. Compliance with deadlines is contingent upon the timely receipt of all documents to be provided by the customer, as well as adherence to the agreed payment terms and other obligations. If these conditions are not met, the deadline will be extended by the duration of the delay plus a reasonable start-up period.
4.5. Partial deliveries/partial services are permitted to an extent that is reasonable for the customer.
4.6. As a general rule, we insure the entire shipment at the customer's expense with standard industry transport insurance. The customer must report any transport damage to the transport company immediately upon receipt of the delivery and notify us without delay, including a damage or loss confirmation.
4.7. We are not liable for impossibility of delivery or for delivery delays insofar as these are caused by force majeure (e.g., natural disasters, war, civil unrest) or other events unforeseeable at the time of conclusion of the contract (e.g., operational disruptions of any kind, transport delays, strikes, lawful lockouts, shortages of labor, energy, or raw materials, difficulties in obtaining necessary official permits, official actions, or the failure, incorrectness, or lateness of deliveries by our suppliers) for which we are not responsible. If such events significantly impede or render impossible our delivery or performance, and the impediment is not merely temporary, we are entitled to withdraw from the contract. In the case of temporary impediments, the delivery or performance deadlines or dates are extended or postponed by the duration of the impediment plus a reasonable start-up period. If, as a result of the delay, acceptance of the delivery or performance is unreasonable for the customer, they may also withdraw from the contract.
5. Retention of title
5.1. Goods delivered by us remain our property until all claims to which we are entitled arising from the entire business relationship with the customer have been fully satisfied, in particular until the customer has settled the balance (current account reservation).
5.2. The customer is obligated to carefully store, maintain, and repair the goods delivered under retention of title at their own expense and to insure them against fire, water damage, burglary, theft, and other damage. The customer is obligated to notify us immediately of any damage to the goods subject to retention of title. The customer hereby assigns to us in advance all claims against the insurance company arising from the insurance contract. We accept this assignment.
5.3. In the event of attachments or other third-party access to the reserved property, the customer must notify us immediately in writing.
5.4. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business, provided that the customer is not in default of payment. Pledging or assigning the goods subject to retention of title as security is prohibited. The customer hereby assigns to us, as security, all claims arising from the resale or any other legal basis (in particular, transfer of ownership to the end customer, insurance claim, tort) relating to the goods subject to retention of title. We accept this assignment. We revocably authorize the customer to collect the claims assigned to the supplier in the customer's own name and on the supplier's behalf. If the customer breaches the contract – in particular, if the customer defaults on payment of any invoice – we may demand that the customer disclose the assignment and provide us with the information and documents necessary for collecting the claim.
5.5. In the event of a breach of contract by the customer, particularly in the case of default of payment, we are entitled, after setting a reasonable deadline, to repossess the goods subject to retention of title at the customer's expense. Repossession of the goods by us constitutes a withdrawal from the contract. After repossession, we are authorized to sell the goods. The proceeds of the sale will be credited against the customer's outstanding debt, less reasonable costs of sale.
5.6. If the goods subject to retention of title are combined with other items, the retained title extends to the newly created item. The supplier thereby acquires a co-ownership share in proportion to the value of the goods subject to retention of title (invoice value) relative to the value of the new item. If one of the combined items is to be regarded as the principal item, the customer assigns to us co-ownership in proportion to the value of the goods supplied by the supplier (invoice value) relative to the value of the new item. The customer shall hold the new item in safekeeping with respect to our co-ownership share free of charge. If the goods subject to retention of title are resold as a component of the new item, the advance assignment agreed upon in accordance with clause 5.4 above shall only apply to the extent of the invoice value of the goods subject to retention of title.
6. Warranty
6.1. If our deliveries or services prove to be defective, we are obligated to remedy the defects at our discretion by repairing the defect or providing a replacement. We will bear the expenses necessary for the purpose of subsequent performance, in particular transport, labor, and material costs; this does not apply if the costs increase because the delivered item is located at a place other than the place of its intended use (in the absence of a specific agreement, this is the place of delivery).
6.2. The limitation period for claims relating to defects is – except in cases of fraudulent concealment and subject to clause 7.6 – 12 months, calculated from delivery or, if acceptance is required, from acceptance.
6.3. For used goods, the agreement regarding condition is "sold as seen".
7. Compensation for damages
7.1. We shall be liable for any breach of essential contractual obligations for which we are responsible, i.e., contractual obligations whose fulfillment is fundamental to the contract and essential for its proper execution, in accordance with statutory provisions, unless otherwise stipulated below. For all other breaches of duty, we shall only be liable in cases of intent or gross negligence.
7.2. We are only liable for consequential damages if the breach of duty underlying the consequential damage is due to intent or gross negligence.
7.3. Unless we are guilty of intentional misconduct, we are only liable for the typically occurring, foreseeable damage.
7.4. Our liability under the Product Liability Act remains unaffected; this also applies to liability for culpable injury to life, body or health.
7.5. Unless otherwise stipulated above, claims for damages against us arising from breaches of duty are excluded.
7.6. Claims for damages under the foregoing provisions of this section 7 shall become time-barred within the statutory periods.
7.7. To the extent that liability for damages is excluded or limited against us, this also applies with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
8. Confidentiality
8.1. The content of the agreements made between us and the customer, as well as all business and trade secrets of the other party that have become known to us or the customer, are to be treated confidentially and may not be disclosed to any third party.
8.2. Information that is generally known or has been disclosed to a contracting party by a third party without breach of a confidentiality obligation, or which the disclosing party is obliged to disclose by law or by order of a public authority, is exempt from the obligation of confidentiality.
8.3. However, we are entitled to list the customer as a reference customer and, in this context, to use the customer's logo. The customer may prohibit being named and listed as a reference customer at any time in writing.
9. Special regulations for repair and assembly work
9.1. The customer shall obtain any necessary official permits, provide the power connections, lifting equipment, and transport vehicles required for on-site assembly, as well as (if agreed) adequately qualified assistants, and is responsible for compliance with occupational safety regulations at the assembly site. Furthermore, the customer shall provide dry and lockable rooms for storing our tools, as well as secure break rooms and work areas including furnishings, heating, lighting, washing facilities, and sanitary facilities.
9.2. If the conditions for carrying out the work, which are the responsibility of the customer, are not met, we are entitled to terminate the work or to create the conditions ourselves and to invoice the customer for the additional expenses incurred.
10. Other
10.1. All subsequent amendments to agreements and other legally relevant declarations (notification of defects, setting of deadlines, withdrawal, etc.) must be in writing. This also applies to any amendment of this written form clause itself.
10.2. The place of performance for all our obligations and the customer's obligations is our registered office, unless otherwise specified or a different place of performance results from the nature of the obligation.
10.3. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
10.4. The place of jurisdiction is Freiburg im Breisgau.
10.5. Contracts concluded under these terms and conditions remain binding for the customer in all other parts even if individual provisions are invalid.