General Terms and Conditions
The General Terms and Conditions are valid from 01.10.2018
§ 1 Scope of application
1. these General Terms and Conditions (“GTC”) shall only apply to contracts of TFP Technology GmbH with entrepreneurs within the meaning of § 14 BGB (German Civil Code) as well as legal entities and special funds under public law within the meaning of § 310 para. 1 BGB, hereinafter referred to as the “Customer”.
2 The following terms and conditions of sale and delivery form the basis of all our quotations, orders, deliveries and services; they shall also apply to all future business relationships, even if they are not expressly agreed again.
§ 2 Exclusivity
Any terms and conditions of the customer that deviate from these GTC shall not apply. Counter-confirmations by the customer with reference to his own terms and conditions, in particular terms and conditions of purchase, are hereby expressly rejected. These General Terms and Conditions shall also apply exclusively if TFP Technology GmbH is aware of conflicting or contradictory terms and conditions.
If the customer’s terms and conditions deviate from our own, we shall deliver to the customer without further reservation.
§ 3 Contractual declarations
1 Offers made by 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 without delay, at the latest within one week.
4. the customer may only rely on the legal validity of agreements made with employees who are not authorized to represent the company in the commercial register if the agreement has been confirmed in writing by the management.
§ 4 Place of fulfillment, delivery & transfer of risk
1. the place of performance for all services shall be the registered office of TFP Technology GmbH in D-08209 Auerbach.
2 Unless otherwise agreed, deliveries by TFP Technology GmbH shall be ex works. The customer bears the shipping costs. The risk of accidental loss or accidental deterioration of the goods shall pass to the customer at the latest when the goods are handed over to the customer or the transport person commissioned by the customer.
3. to the extent that TFP Technology GmbH has taken over the shipment of the goods at the customer’s request, the goods shall be shipped at the customer’s expense and risk. If TFP Technology GmbH acts in accordance with the shipping instructions issued by the customer, this shall be at the customer’s expense and risk without any liability on its part. It is up to the customer to take out transport insurance.
4. in the absence of agreements to the contrary, TFP Technology Gmb shall be entitled to make partial deliveries. For contracts,
where processing extends over a longer period of time, each delivery is considered a completed transaction.
§ 5 Delivery time, damage caused by delay on the part of the customer
1. stated delivery dates are to be understood as approximate, subject to expressly binding agreements. The execution deadlines shall be extended appropriately without further agreement in cases of force majeure or in the event of other circumstances for which TFP Technology GmbH is not responsible, such as labor disputes, sabotage, demonstrations and interventions by third parties as well as delays caused by public authorities. The same applies if the TFP Technology
GmbH has entered into a specific covering transaction for goods sold and the upstream supplier fails to perform in accordance with the contract. Without prejudice to other rights of dissolution, both the customer and TFP Technology GmbH shall have the right to withdraw from the contract if the duration of the impediment to performance exceeds a period of two months or if performance is not possible for an unforeseeable period of time.
2. insofar as TFP Technology GmbH is informed of events pursuant to para. 1, it shall inform the customer of this without delay.
3. a delay in the provision of services by TFP Technology GmbH, even taking into account the above provisions, shall only entitle the customer to withdraw from the contract after a reasonable grace period has been set.
4. claims for damages by the customer due to delay on the part of TFP Technology GmbH shall be limited to an amount of 0.5% of the agreed net remuneration per week of delay or part thereof, up to a maximum total of 5% of the agreed net remuneration, unless TFP Technology GmbH is guilty of intent or gross negligence. If dispatch is delayed at the customer’s request, the customer shall be invoiced for the costs incurred for storage, starting ten working days after notification of readiness for dispatch.
§ 6 Non-fulfillment of the customer’s acceptance obligations
In the case of framework agreements, TFP Technology GmbH shall be entitled to deliver the entire quantity still outstanding from the framework agreement to the customer at the customer’s expense if the customer fails to meet an agreed call-off date despite being granted a grace period of at least two weeks.
§ 7 Punch data (CNC machine data) / tools
If an individual punch file has been created for the machine for the production of the goods sold or other special tools have been manufactured or purchased, these shall remain the property and possession of TFP Technology GmbH and the customer shall not be entitled to claim surrender if the customer’s order is only carried out against pro rata remuneration of the costs incurred as a result.
§ 8 Target quality of the goods
The target quality of the goods is based on the contractual agreements. TFP Technology GmbH reserves the right to make over- or under-deliveries that are customary in the trade or due to material or production reasons. Unless expressly stated, these are not guaranteed properties. Even in the case of production according to a sample, the sample shall only serve as an illustrative piece to show the general character or type of the goods. Subject to express agreements, the
Properties of the sample are not guaranteed and may vary.
§ 9 Notification of defects
1. notices of defects must be sent to TFP Technology GmbH in writing within 10 days of receipt of the goods at the latest.
2. after cutting or otherwise commenced processing of the delivered goods, any complaint about obvious defects is excluded.
3. minor, technically unavoidable deviations in quality, color, size, weight of the equipment or layout may not be objected to. This shall also apply to deviations customary in the trade unless TFP Technology GmbH has declared in writing that the delivery is true to sample.
4. the customer shall bear the full burden of proof for all claim requirements, in particular for the defect itself, the time of its discovery and the timeliness of its complaint.
5. in the event of justified complaints, the seller has the right to rectify the defect or deliver defect-free replacement goods. If the supplementary performance has failed twice, the buyer only has the right to reduce the purchase price or to withdraw from the contract.
§ 10 Warranty / Liability
1. the limitation period for all warranty claims shall be twelve months from delivery of the newly manufactured item to be delivered, unless TFP Technology GmbH is guilty of intent.
2. the liability of TFP Technology GmbH is generally limited to damages caused intentionally or by gross negligence. TFP Technology GmbH shall only be liable for slight negligence in the event of injury to life, limb or health and in the event of a breach of obligations essential for the fulfillment of the purpose of the contract.
3. if TFP Technology GmbH is liable for slightly negligent breaches of duty, the amount of liability shall be limited to the
in the case of contracts of the type in question, typical damage that occurred at the time the contract was concluded or at the latest when the
breach of duty were 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 above provisions shall not apply in the event of injury to life, limb or health.
4 In addition, the following shall apply: If our technical data sheets or installation instructions are not followed or changes are made to the products, the warranty shall lapse unless the customer proves that the defect complained of is not due to these circumstances. Furthermore, if we work on the basis of corresponding customer specifications, liability for the suitability of the product with regard to the intended use of the goods, their proper construction, compliance with safety regulations and design regulations as well as the suitability of the material is excluded.
5. claims for damages which by law do not require fault shall remain unaffected by the provisions in para. 2 to 4 unaffected. This applies in particular to liability under the Product Liability Act.
6. if damage is attributable both to the fault of the supplier and to the fault of the buyer, the buyer must allow his contributory negligence to be taken into account.
§ 11 Prices / Payment
1. the agreed prices are ex works plus packaging and loading. Value added tax at the applicable statutory rate is added to the prices.
2 TFP Technology GmbH shall be entitled to pass on to the customer all increases in freight costs, shipping costs, insurance premiums, standard wages, raw material prices and other cost increases that occur after conclusion of the contract if delivery is to take place more than two months after conclusion of the contract or if a continuing obligation exists.
3. the invoice shall be issued on the day of delivery or provision of the goods. 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 agreed, invoices are payable within 10 days of invoicing and dispatch of goods with a 2% discount or within 30 days without deduction.
5. interest of 8% above the respective base interest rate of the German Bundesbank shall be charged on payments made after the due date.
6. in the event of default of payment by the buyer or in the event of imminent insolvency or other significant deterioration in the
TFP Technology GmbH may, after setting a grace period of 12 days for outstanding deliveries, demand cash payment before delivery or the provision of a security deposit or withdraw from the contract or claim damages if the customer’s financial situation deteriorates.
§ 12 Retention of title
1. the goods shall remain the property of TFP Technology GmbH until full payment of all claims arising from deliveries of goods from the entire business relationship, including ancillary claims and claims for damages. The buyer is obliged to store the goods subject to retention of title separately and to insure them appropriately against all usual 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 reserved goods are combined, mixed or processed by the customer to form a new movable item, this shall be done on behalf of TFP Technology GmbH without TFP Technology GmbH being obliged to do so. By combining, mixing or processing, the customer does not acquire ownership in accordance with the provisions of the German Civil Code. §§ 947 ff BGB to the new item. In such cases, TFP Technology GmbH shall acquire co-ownership of the new item in the ratio of the invoice value of its reserved item to the total value.
3. in the event of resale of the reserved goods, the customer hereby assigns to TFP Technology GmbH the claims arising from the resale, irrespective of whether the delivered goods have been resold without or after processing. TFP Technology GmbH accepts this assignment.
4. in principle, the customer may only sell or process the reserved goods in the ordinary course of business and provided that his financial circumstances do not deteriorate permanently, i.e. the right to resell and use the reserved goods and the authorization to collect the assigned claims shall expire upon suspension of payment, application for and opening of judicial insolvency proceedings or out-of-court composition proceedings.
5. the customer is authorized to collect the assigned claims as long as he meets his payment obligations. The direct debit authorization shall expire if the customer is in default of payment or in the event of a significant deterioration in financial circumstances. In this case, TFP Technology GmbH is hereby authorized by the purchaser to inform the customers of the assignment and to collect the claims itself. In order to assert the assigned claims, the customer must immediately provide all
necessary information to TFP Technology GmbH. If the customer is not in a position to reimburse TFP Technology GmbH for the judicial and extrajudicial costs, the customer shall be liable for the loss incurred.
6. in the case of contracts in which the delivered goods are subject to retention of title, TFP Technology GmbH shall be entitled to withdraw from the contract on the basis of which the reserved goods were delivered if the customer fails to pay the purchase price for the reserved goods in accordance with the contract and a reasonable grace period for performance has been set to no avail. The same
shall apply if the customer does not fulfill another total claim in accordance with the contract and a reasonable grace period for performance has been set without result if this claim amounts to more than 500 euros.
§ 13 Property rights, copyright
1. the customer shall be responsible for ensuring that goods which we manufacture according to his specifications do not infringe the industrial property rights of third parties.
If claims are asserted against us by third parties on the basis of the manufacture or delivery of such articles with the assertion of an infringement of property rights, the customer shall indemnify us against all claims. In such cases, we will only conduct defense proceedings if the customer requests us to do so with a binding declaration of assumption of costs. In this case, we are entitled to demand security for the legal costs.
2. the customer has the contractual obligation to use documents and drawings provided to him as well as constructive services and suggestions provided by us for the design and layout of fiber preforms, heaters and smart textiles only for the agreed purpose. He is prohibited from making them accessible to third parties or making them the subject of publications without our consent.
§ 14 Data protection
By submitting an offer or accepting an order, the company / person involved gives its consent to the collection and processing of data in accordance with the GDPR. GDPR in conjunction with 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 bank data, which are necessary and required solely for the purpose of implementing the resulting contractual relationship, are collected on the basis of statutory authorizations. Accordingly, the customer’s data (address, delivery products, delivery quantities, 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 Section 15 GDPR, you are entitled to request comprehensive information from us at any time about the personal data stored about you. In accordance with § 17 GDPR, you can request the correction, deletion and blocking of individual personal data at any time. You can also exercise your right to object at any time without giving reasons and amend or completely revoke the declaration of consent you have given with effect for the future.
revoked. You can send us your revocation either by post, e-mail or fax.
If you have any questions regarding the personal data stored about you, its correction, deletion and blocking, please contact us at .
§ 15 Place of 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 shall be the court responsible for D-08209 Auerbach or, at the discretion 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 shall be governed exclusively by the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
