1. The terms and conditions of business shall apply exclusively and to all present and future business relationships. They shall also apply to a current business relationship, even if they are not specifically confirmed in the individual case. Purchasing terms of the Purchaser are hereby expressly contradicted. Deviating, opposing or supplementary general terms and conditions of business shall not become an integral part of the agreement, even in the event of knowledge thereof, unless their applicability is expressly approved in writing. Even if the Seller refers to a letter containing or referring to terms and conditions of the Purchaser or a third party, this does not constitute an approval of the validity of such terms and conditions.
2. Consumers within the meaning of the Terms and Conditions shall be natural entities with whom a business relationship is entered into, without the ability to ascribe a commercial or freelance vocational activity to them. Entrepreneurs within the meaning of the Terms and Conditions shall be natural or legal entities or corporations of legal capacity with whom a business relationship is entered into and who act in the exercising of a commercial or a freelance vocational activity. Purchasers within the meaning of the Terms and Conditions are both consumers and entrepreneurs.
1. Quotations from the Seller (Teddington Luftschleieranlagen GmbH) are always subject to change and non-binding for the Seller. Contracts only come about with a written order confirmation from the Seller. Agreements with representatives of the Seller shall require written confirmation to be effective. Subsequent deviations shall also require the written form.
2. The Seller reserves the right to ownership and copyright of illustrations, diagrams, calculations and other documents. This shall also apply to documents marked as "confidential". The Purchaser shall require the express written approval of the Seller before forwarding them to third parties. At the request of the Seller, the Purchaser shall be obliged to return such objects to the former and to destroy any copies made, if these are no longer needed in the ordinary course of business or if negotiations fail to lead to the conclusion of an agreement.
3. The Purchaser undertakes to examine the Seller's order confirmation without delay and in detail, and to notify the Seller within four days of the order confirmation being received by the Purchaser - also by fax - regarding any deviations from the order.
1. Delivery dates shall only be binding to the extent that the underlying purchase agreement is a firm transaction within the meaning of Section 286 (2) No. 4 German Civil Code (BGB) or Section 376 German Commercial Code (HGB). Irrespective of its rights arising from default of the Purchaser, the Seller may demand an extension of delivery and performance periods from the Purchaser or a delay to delivery and performance periods by the amount of time the Purchaser fails to comply with its contractual duties towards the Seller.
2. All deliveries shall be FCA, D-Buchholz (Incoterms ® 2010). The purchased commodities shall be packed properly by the Seller to avoid transport damage insofar as the circumstances of the transport are known to it when concluding the purchase agreement.
3. The Seller has the right to partial delivery, if
– the partial delivery can be used by the Purchaser within the framework of the contractual purpose;
- delivery of the remaining ordered commodities is guaranteed; and
- no substantial added expense or additional costs arise for the Purchaser as a result (unless the Seller declares its willingness to assume these costs itself).
4. The Seller shall be liable for a delay in performance pursuant to statutory provisions in cases of wilful intent or gross negligence on the part of the Seller, a representative or vicarious agent. Further claims of the Purchaser shall be ruled out - also after the expiry of any period set by the Purchaser for performance. The aforementioned limitation shall not apply in the case of liability due to injury to life, limb or health. The above provisions do not lead to a change in the burden of proof to the disadvantage of the Purchaser. In the event of the infringement of important contractual obligations, our liability shall be limited to the foreseeable damage that typically occurs. The regulations in VIII Limitations of liability shall apply mutatis mutandis.
5. If delivery cannot take place due to force majeure, industrial disputes, unrest, energy shortages, work restrictions, failure on the part of transport companies, disturbances in the operational processes of the Seller or its suppliers or similar circumstances that cannot be avoided despite reasonable care, the Seller shall be released from its obligation of contractual performance for the duration of said circumstances. If delivery becomes impossible due to the aforementioned circumstances, the Seller shall be relieved of its performance obligation. This shall apply in particular where the suppliers of the Seller have been released from their duty to deliver on the basis of their terms and conditions of delivery and payment.
1. To the extent that nothing to the contrary results from the order confirmation, delivery FCA, D-Buchholz (Incoterms ® 2010) is agreed.
2. IIf the Purchaser is a consumer, the risk of accidental loss or accidental deterioration of the goods sold shall only pass to the Purchaser when the commodity is handed over.
3. The transfer shall be deemed to have taken place even if the Purchaser delays acceptance of the goods.
4. Where requested by the Purchaser, the, Seller shall cover delivery by a transport insurance, the costs for which shall be borne by the Purchaser.
1. With the order confirmation, the Seller shall inform the Purchaser of the payment period for settlement of the overall invoice to be prepared by Seller.
2. The Seller's prices do not include the statutory rate of Value Added Tax. This shall be shown separately on the invoice at the statutory rate on the invoicing date.
3. Once the sold commodities have been delivered, the Purchaser shall receive an invoice from Seller for the services rendered, taking into account any amounts already paid. Unpaid invoice amounts shall be paid without deductions within 30 days of the date of the invoice in cash or by bank transfer to one of the accounts stated by the Seller on the invoice. If paid by bank transfer, the time the payment is credited to the Seller's account shall be decisive regarding the punctuality of the payment.
4. Deduction of discount shall require a specific written agreement.
5. If the Purchaser is an entrepreneur, he shall be in default of payment without further explanation by the Seller if payment is not made within 30 days of the invoice date. If the Purchaser is a consumer, he shall be in default of payment without further explanation by the Seller if payment is not made within 30 days of the due date. During the default period, the consumer must pay interest on the amount owed in the amount of 5% above the basic rate of interest; the entrepreneur must pay interest on the amount owed in the amount of at least 8% above the basic rate of interest.
6. The offsetting of counterclaims on the part of the Purchaser or the retention of payments due to such claims shall only be permissible insofar as the counterclaims are undisputed or are legally binding. The Purchaser may only exercise a right of retention if his counterclaim is based on the same contractual relationship.
7. Payments by bill of exchange shall require specific agreement. Any discountable bills or cheques shall only be accepted as payment. All charges shall be borne by the Purchaser and without obligation on the part of the Seller to observe rights arising from bills and cheques. The extension granted by the acceptance of the bill shall be forfeited for all bills of the same customer if even only one bill is not honoured in good time. The total claim shall then become due for payment and actionable.
8. The Seller shall be entitled to only fulfil pending deliveries or services against advance payment or deposit if, after the contract has been concluded, he learns of circumstances likely to substantially reduce the creditworthiness of the Purchaser and thus jeopardise the Purchaser's payments of the Seller's outstanding claims arising from the contractual relationship (including those from individual orders under the same framework agreement).
1. In contracts with consumers, the Seller retains ownership of the goods until the full payment of the purchase price. In the case of contracts with entrepreneurs, the Seller retains ownership of the goods until the full payment of all accounts receivable from an ongoing business relationship.
2. The Purchaser shall be obliged to treat the goods carefully. If servicing and inspection work is necessary, the Purchaser shall carry this out regularly at its own expense.
3. The Purchaser shall be obliged to notify the Seller without delay of any access to the merchandise by third parties, e.g. in the event of seizure, and any damage to or destruction of the goods. The Purchaser shall also report any change of ownership to the goods as well as any change of its own residence without delay.
4. If the Purchaser acts in a manner that is in breach of contract, in particular in the case of payment arrears or the infringement of a duty under sub-sections 2 and 3 of this provision of the agreement, the Seller shall be entitled to withdraw from the agreement after the unsuccessful expiry of a reasonable period, and to demand the return of the goods. Following return of the goods, the Seller shall be entitled to utilise them. Any revenue from their use minus reasonable costs for realising the proceeds shall be offset against the Purchaser's liabilities.
5. The entrepreneur shall be entitled to resell the goods in the proper course of business. Here and now he shall assign to the Seller all receivables for the resale accrued from third parties in the amount of the invoice including Value Added Tax. The Seller shall accept the assignment. After assignment, the entrepreneur shall be entitled to collect the claim. The Seller reserves the right to collect the claim itself as soon as entrepreneur fails to comply with its payment obligations properly and gets into payment arrears. The Seller may then demand that the entrepreneur discloses the assigned claims and their debtors, provides all the information necessary for collection, hands over the corresponding documents and informs the debtors (third parties) about the assignment.
6. The processing and machining of the goods by the entrepreneur shall always take place in the name of and on behalf of the Seller. If processing uses items that do not belong to the Seller, then the Seller shall acquire co-ownership of the new object equivalent to the value of the merchandise supplied by the Seller in relation to that of the other processed items. If processing is carried out in such a way that the Seller's item is to be regarded as the main item, the Parties agree that the Purchaser transfers co-ownership to the Seller on a pro rata basis. The Purchaser shall keep the sole ownership or co-ownership thus created in safe custody for the Seller. The same shall apply if the goods are mixed with other items that do not belong to the Seller.
7. In order to secure the Seller's claims against the Purchaser, the latter shall also assign claims held against a third party arising from the combination of the purchased item and real estate.
8. The Seller undertakes to release the securities accruing to it at the request of the Purchaser where the realisable value of the securities exceeds the receivables to be secured by more than 10%. The Seller shall decide which securities are to be released.
1. If the Purchaser is an entrepreneur, the Seller shall first have the option of remedying defects by repairing or replacing the goods.
2. If the Purchaser is a consumer, the Purchaser shall firstly have the choice of whether subsequent performance is by means of repair or replacement delivery. The Seller shall, however, be entitled to reject the kind of subsequent performance selected if it is only possible with disproportionate costs and the other kind of subsequent performance has no substantial disadvantages for the consumer.
3. If the subsequent performance fails, the Purchaser may fundamentally demand either that the remuneration is reduced (reduction of purchase price) or the rescission of the agreement (withdrawal) as it chooses. In the event of a minor infringement of the contract, in particular for marginal defects, the Purchaser shall not be entitled to cancel the agreement.
4. Entrepreneurs must notify the Seller of any obvious defects in writing within a period of four days of receipt of the goods; the assertion of a warranty claim shall otherwise be ruled out. Punctual despatch shall be sufficient for compliance with the deadline. The entrepreneur shall bear the entire burden of proof with respect to all requirements for claims, in particular for the defect itself, the time of establishing the defect and the punctuality of notifying the complaint. Consumers must notify the Seller about any obvious defects in writing within a period of two weeks of establishing that the condition of the goods is in breach of contract; the assertion of the Purchaser's claims for damages shall otherwise be excluded. The date the Seller receives the notification shall be decisive for compliance with this deadline.
5. If, following failed subsequent performance, the Purchaser chooses to withdraw from the contract due to a defect in title or material defect, he shall not be entitled to additional damage claims on the grounds of the defect unless the defect is attributable to gross negligence or fault on the part of the Seller. If, following failed subsequent performance, the Purchaser chooses compensation, the goods shall remain with the Purchaser provided this is reasonable. Damages shall be limited to the difference between the purchase price and the value of the defective item. This shall not apply if the breach of the contract was caused by gross negligence or intent on the part of the Seller.
6. If the Purchaser is an entrepreneur, only the manufacturer's description of the product shall be deemed to have been agreed as product properties. Public statements, recommendations or advertising of the manufacturer shall not constitute any further contractual specification of properties.
7. If the Purchaser receives defective assembly instructions, the Seller shall merely be obliged to supply assembly instructions free of defects and only to do so if the defect in the assembly instructions prevents proper assembly.
8. The Purchaser shall not receive any guarantees in the legal sense from the Seller.
9. With respect to defects in components from other manufacturers which the Seller cannot remedy due to licence law or for other reasons, the Seller shall either assert his warranty claims towards the manufacturer and/or supplier for the account of the Purchaser or shall assign these to the Purchaser, as it chooses. In the case of such defects, warranty claims against the Seller only exist subject to the other requirements and in accordance with these conditions if the legal enforcement of the aforementioned claims against the manufacturer and/or supplier have been unsuccessful or there is no prospect of success, for example due to insolvency. The limitation period for the warranty claims of the Purchaser against the Seller shall be suspended while the legal dispute is pending.
10. The warranty shall become invalid if the Purchaser modifies the supplied item or has this modified by a third party without the consent of the Seller, and the rectification of the defect becomes impossible or unreasonably difficult as a consequence. At all events the Purchaser must pay for the additional costs ensuing from the modification.
1. The Seller shall be liable according to statutory provisions in cases of wilful intent or gross negligence of the Seller or a representative or vicarious agent thereof. The Seller shall otherwise only be liable in the case of breaches of essential contractual duties, for which the claim to damage shall be limited to the foreseeable damage typical for the contract in question. If the Purchaser is an entrepreneur, the Seller's liability shall also be limited to the foreseeable damage typical for the contract in question in cases of gross negligence if none of the exceptions set out under Paragraph 4 apply. In case of the liability for ordinary negligence, the Seller's obligation to compensate material damage and any consequential financial losses shall be restricted to an amount equal to the applicable product liability or third party liability insurance cover per claim. This also applies to a breach of essential contractual duties.
2. The regulation of the above Paragraph 1 shall also extend to damage compensation together with performance and damages in lieu of performance, for whatever legal reason, in particular due to defects, the breach of duties under the contractual obligation or from tort. It shall also apply to a claim for the reimbursement of wasted expenditure. The liability for arrears shall, however, be determined pursuant to Section III. No. 4.
3. The warranty period for entrepreneurs shall be one year from delivery of the goods, and for consumers two years from delivery of the goods. For used goods, the uniform period of limitation is one year as from delivery of the goods. Sentences 1 and 2 shall not apply, however, in cases covered by Section 438 (1) No. 2, Section 479 (1) or Section 634 (1) No. 2 BGB, where the statutory periods of limitation shall apply. The aforementioned limitation periods shall generally not apply in the case of wilful intent.
4. The above restrictions to liability shall not affect the product liability claims of the Purchaser. The restrictions to liability shall also not apply in the event of injuries, damage to health or the loss of life of the Purchaser for reasons attributable to the Seller.
In the case of orders for products where the Purchaser has specified the characteristic features to the Seller and for deliveries to export areas outside the Federal Republic of Germany, the Seller shall assume no liability if third-party industrial property rights are infringed by its products. The Purchaser shall be obliged to reimburse damage incurred by the Seller in such cases.
1. The agreement shall be governed by the law of the Federal Republic of Germany. The provisions of the UN Sales Convention shall not apply.
2. If the Purchaser is a merchant, legal entity under public law or special fund under public law, the exclusive place of jurisdiction for all disputes arising from this agreement shall be the registered office of the Seller. The same shall apply if the Purchaser has no general place of jurisdiction in Germany or his residence or usual abode are unknown when the action is filed.
Version dated: 15.08.2016