Terms and Conditions: General Terms and Conditions
The general terms and conditions are valid from October 1st, 2018.
§ 1 Application
1. These General Terms and Conditions (“GTC”) apply only to contracts between TFP Technology GmbH and entrepreneurs within the meaning of § 14 BGB as well as legal entities and special funds under public law within the meaning of § 310 para. 1 BGB, hereinafter referred to as “Customer”.
2. The following terms and conditions of sale and delivery form the basis of all our offers, orders, deliveries and services; they also apply to all future business relationships, even if they are not expressly agreed upon again.
§ 2 Exclusivity
Any terms and conditions of the customer that deviate from these General Terms and Conditions shall not apply. Any counter-confirmations from the customer referring to their own terms and conditions, in particular purchasing conditions, are hereby expressly rejected. These General Terms and Conditions shall apply exclusively, even if TFP Technology GmbH is aware of conflicting or
The delivery to the customer will be carried out without further reservation, even if the customer's terms and conditions deviate from those of the customer.
§ 3 Contractual Declarations
1. Offers from TFP Technology GmbH are non-binding and subject to change. A contract is only concluded upon our written order confirmation.
2. Offers, cost estimates, models, drawings, calculations, and other contractual and delivery documents may not be made accessible to unauthorized third parties. We retain copyright and ownership of them.
3. Objections to order confirmations must be made in writing immediately, and at the latest within one week.
4. The customer may only rely on the legal validity of agreements made with employees without registered power of representation if the agreement is confirmed in writing by the management.
§ 4 Place of performance, delivery & transfer of risk
1. The place of performance for all services is the registered office of TFP Technology GmbH in D-08209 Auerbach.
2. Unless otherwise agreed, deliveries from TFP Technology GmbH are ex works. Shipping costs are borne by the customer. The risk of accidental loss or accidental damage to the goods passes to the customer upon handover of the goods to the customer or the carrier commissioned by the customer.
3. If TFP Technology GmbH has undertaken the shipment of the goods at the customer's request, the goods will be shipped at the customer's expense and risk. If TFP Technology GmbH acts according to the shipping instructions provided by the customer, this is done without any liability on its part and at the customer's expense and risk. The customer is responsible for obtaining transport insurance.
4. Unless otherwise agreed, TFP Technology GmbH is entitled to make partial deliveries. In the case of contracts,
Since the processing of a transaction extends over a longer period of time, each delivery is considered a separate transaction.
§ 5 Delivery time, customer's damages due to delay
1. Unless expressly agreed otherwise, stated delivery dates are to be understood as approximate. Delivery deadlines will be extended appropriately without further agreement in cases of force majeure or the occurrence of other circumstances beyond the control of TFP Technology GmbH, such as labor disputes, sabotage, demonstrations, interventions by third parties, and delays caused by public authorities. The same applies if TFP Technology
TFP Technology GmbH has entered into a specific hedging transaction for the goods sold and the upstream supplier fails to perform in accordance with the contract. Without prejudice to other rights of termination, both the customer and TFP Technology GmbH have the right to withdraw from the contract if the duration of the impediment to performance exceeds two months or if performance is impossible for an unforeseeable period.
2. If TFP Technology GmbH becomes aware of any events as described in paragraph 1, it will inform the customer immediately.
3. Even taking into account the above provisions, a delayed performance by TFP Technology GmbH only entitles the customer to withdraw from the contract after setting a reasonable grace period.
4. Claims for damages by the customer due to delays by TFP Technology GmbH are limited to 0,5% of the agreed net remuneration per commenced week of delay, up to a maximum of 5% of the agreed net remuneration, unless TFP Technology GmbH is guilty of intent or gross negligence. If shipment is delayed at the customer's request, the customer will be invoiced for the resulting storage costs, beginning ten working days after notification of readiness for shipment.
§ 6 Failure to fulfill the customer's acceptance obligations
In the case of a framework agreement, TFP Technology GmbH is entitled to deliver the entire outstanding quantity from the framework agreement to the customer at the customer's expense if the customer fails to meet an agreed delivery date despite a grace period of at least two weeks.
§ 7 Punch data (CNC machine data) / Tools
Insofar as an individual punch file for the machine was created for the production of the sold goods, or other special tools were manufactured or acquired, these remain the property and possession of TFP Technology GmbH and the customer has no right to their release, even if their order is only carried out against partial reimbursement of the costs incurred thereby.
§ 8 Required condition of the goods
The required quality of the goods is governed by the contractual agreements. TFP Technology GmbH reserves the right to over- or under-deliveries due to customary trade practices, material limitations, or production constraints. Unless expressly stated otherwise, these are not guaranteed characteristics. Even in the case of production according to a sample, the sample serves only as an illustration to demonstrate the general character or type of the goods. Subject to express agreements, the following apply:
The characteristics of the sample are not guaranteed and may vary.
§ 9 Complaints
1. Complaints regarding defects must be sent in writing to TFP Technology GmbH no later than 10 days after receipt of the goods.
2. After cutting or otherwise processing of the delivered goods has begun, any complaint regarding visible defects is excluded.
3. Minor, technically unavoidable deviations in quality, color, size, weight of the equipment or layout may not be objected to. This also applies to customary trade variations, unless TFP Technology GmbH has provided a written declaration of delivery that conforms to the sample.
4. The customer bears the full burden of proof for all prerequisites for a claim, in particular for the defect itself, the time of its discovery and the timeliness of its complaint.
5. In the case of justified complaints regarding defects, the seller has the right to repair the goods or deliver defect-free replacement goods. If the subsequent performance fails twice, the buyer only has the right to reduce the purchase price or withdraw from the contract.
§ 10 Warranty / Liability
1. The limitation period for all warranty claims is twelve months from delivery of the newly manufactured item to be delivered, provided that TFP Technology GmbH is not guilty of intent.
2. The liability of TFP Technology GmbH is generally limited to damages caused intentionally or by gross negligence. For slight negligence, TFP Technology GmbH is only liable in cases of injury to life, body, or health, as well as in cases of breach of obligations essential to the fulfillment of the contractual purpose.
3. If TFP Technology GmbH is liable for slightly negligent breaches of duty, its liability is limited to the amount of...
In the case of contracts of the type in question, typical damages that occur at the time of conclusion of the contract or at the latest at the time of the commission of the
The breach of duty was foreseeable. Liability for consequential damages is excluded in these cases; this applies in particular to removal, installation and self-replacement costs as well as the costs of any recall measures by the customer or a subsequent purchaser.
The foregoing provisions do not apply in the event of injury to life, body or health.
4. Furthermore, the following applies: If our technical data sheets or installation instructions are not followed, or if modifications are made to the products, the warranty is void unless the customer proves that the reported defect is not due to these circumstances. Furthermore, if we are working based on corresponding specifications from the customer, liability for the suitability of the product with regard to its intended use, its proper design, compliance with safety regulations and construction specifications, and the suitability of the material is excluded.
5. Claims for damages which, by law, do not require fault remain unaffected by the provisions in paragraphs 2 to 4. This applies in particular to liability under the Product Liability Act.
6. If damage is attributable to both the supplier's fault and the buyer's fault, the buyer must accept responsibility for his contributory negligence.
§ 11 Prices / Payment
1. The agreed prices are ex works, excluding packaging and loading. Value-added tax at the applicable statutory rate will be added to the prices.
2. TFP Technology GmbH is entitled to pass on to the customer all increases in freight costs, shipping expenses, insurance premiums, standard wages, raw material prices and other cost increases that occur after the conclusion of the contract if delivery is to take place later than two months after the conclusion of the contract, or if a continuing obligation exists.
3. The invoice will be issued on the day of delivery or when the goods are made available. Postponement of the due date (value date) is generally excluded.
4. All invoices are payable on the date and under the conditions specified in the invoice or written offer. Unless otherwise stated, invoices are payable within 10 days of invoicing and shipment of goods with a 2% discount or within 30 days without discount.
5. For payments made after the due date, interest will be charged at 8% above the respective base interest rate of the German Federal Bank.
6. In the event of default of payment by the buyer, or in the event of impending insolvency or other significant deterioration of the
If the customer's financial circumstances are adverse, TFP Technology GmbH may, after setting a grace period of 12 days for outstanding deliveries, demand cash payment before delivery or provision of security, or withdraw from the contract or claim damages, thereby waiving the payment term.
§ 12 Retention of title
1. The goods remain the property of TFP Technology GmbH until full payment of all claims arising from deliveries of goods within the entire business relationship, including ancillary claims and claims for damages. The buyer is obligated to store the goods subject to retention of title separately and to insure them adequately against all standard risks, in particular burglary and fire. The customer hereby assigns all claims against the insurance companies to TFP Technology GmbH. TFP Technology GmbH accepts this assignment.
2. If the goods subject to retention of title are combined, mixed, or processed by the customer to form a new movable item, this is done on behalf of TFP Technology GmbH, without creating any obligation for TFP Technology GmbH. The customer does not acquire ownership of the new item pursuant to Sections 947 et seq. of the German Civil Code (BGB) through such combination, mixing, or processing. In these cases, TFP Technology GmbH acquires co-ownership of the new item in proportion to the ratio of the invoice value of its goods subject to retention of title to the total value.
3. In the event of resale of the goods subject to retention of title, the customer hereby assigns to TFP Technology GmbH all claims arising from such resale, regardless of whether the delivered goods were resold before or after processing. TFP Technology GmbH accepts this assignment.
4. In principle, the customer may only sell or process the goods subject to retention of title in the ordinary course of business and provided that his financial circumstances do not deteriorate sustainably, i.e., with cessation of payments, application for and opening of judicial insolvency proceedings or out-of-court settlement proceedings, the right to resell and use the goods subject to retention of title and the authorization to collect the assigned receivables shall expire.
5. The customer is authorized to collect the assigned receivables as long as they fulfill their payment obligations. This authorization to collect expires if the customer defaults on payment or if their financial situation deteriorates significantly. In this case, the customer hereby authorizes TFP Technology GmbH to inform the customers of the assignment and to collect the receivables themselves. The customer must immediately provide all necessary information to enforce the assigned receivables.
The customer is obligated to provide TFP Technology GmbH with all necessary information. If the customer is unable to reimburse TFP Technology GmbH for legal and extrajudicial costs, the customer shall be liable for the resulting loss.
6. TFP Technology GmbH is entitled to withdraw from contracts where the delivered goods are subject to retention of title, if the customer fails to pay the purchase price for the goods subject to retention of title in accordance with the contract and a reasonable grace period for payment has been granted to the customer without success. The same applies if...
This applies if the customer fails to fulfill another total claim in accordance with the contract and has been given a reasonable grace period for performance without success, provided that this claim amounts to more than 500 euros.
§ 13 Intellectual Property Rights, Copyright
1. The customer is responsible for ensuring that goods manufactured according to his specifications do not infringe the intellectual property rights of third parties.
If a third party asserts an intellectual property infringement against us due to the manufacture or delivery of such articles, the customer shall indemnify us against all claims. We will only conduct legal proceedings in such cases if the customer requests us to do so, providing a binding declaration of assumption of costs. In this case, we are entitled to demand security for the costs of the proceedings.
2. The customer is contractually obligated to use documents and drawings provided to him, as well as design services and proposals for the design and layout of fiber preforms, heating elements, and smart textiles, only for the agreed purpose. He is prohibited from making them accessible to third parties or publishing them without our consent.
§ 14 Data protection
By submitting an offer or accepting an order, the participating company/person gives its consent to the collection and processing of data in accordance with the GDPR in conjunction with the BDSG.
The processing of the business relationship is supported by a data processing system. The personal data specified in the contract, in particular name, address, telephone number, financial and banking details, which are necessary and required solely for the purpose of executing the resulting contractual relationship, are collected on the basis of legal authorization. Accordingly, the customer's data (address, products delivered, quantities delivered, prices, payments, cancellations, etc.) are recorded in an automated file and stored until the end of the business relationship. The customer is hereby informed of this storage.
In accordance with Article 15 of the GDPR, you have the right to request comprehensive information from us at any time regarding the data stored about you. In accordance with Article 17 of the GDPR, you can request the rectification, erasure, or restriction of processing of specific personal data at any time. Furthermore, you can exercise your right to object at any time without giving reasons and modify or completely revoke your previously granted consent with effect for the future.
You can revoke your consent. You can send your revocation to us either by post, email or fax.
If you have any questions regarding the data stored about you, its correction, deletion and blocking, please contact us at datenschutz@tfp-tech.de.
§ 15 Jurisdiction / Choice of Law
1. The place of jurisdiction for all legal disputes between TFP Technology GmbH and the customer arising from or in connection with this contract is the court responsible for D-08209 Auerbach or, at the option of TFP Technology GmbH, a general or special place of jurisdiction of the customer, provided that the customer is a merchant, a legal entity under public law or a special fund under public law.
2. The contract, in accordance with these General Terms and Conditions of Business and Delivery, is governed exclusively by the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
