AGB
Terms of Service
of the TS Komponenten
(Status: June 2020)
1. General
1.1. These General Terms and Conditions of Business and Delivery apply to all our business relationships with companies (§ 14 BGB), legal entities under public law or special funds under public law (hereinafter: "Customer"). They also apply 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. Deviating or supplementary terms and conditions of the customer 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 subject to change and non-binding. Oral and telephone agreements require our written confirmation to be valid.
2.2. The 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 the property rights and copyrights to cost estimates, drawings, other documents and data, regardless of the form in which they are embodied. These documents may not be made accessible to third parties without our consent.
2.4. The subject matter of the contract corresponds to the legal regulations applicable in Germany. The customer is responsible for ensuring that foreign requirements are met.
3. Prices and terms of payment
3.1. Unless otherwise agreed, prices apply ex works (ex works according to Incoterms 2020). In the case of services, the agreed hourly rates or (in the absence of an agreement) our respective list prices are decisive. Price adjustments are permitted if the delivery or service takes place more than four months after the conclusion of the contract and we can prove corresponding cost increases. The prices do not include shipping and packaging costs and statutory sales tax.
3.2. Our claims are due no later than 14 days after the invoice date. The punctuality of payments depends on the time when we receive the money or when it is credited to our account without reservation.
3.3. We are not obligated to accept payment by check or draft. In any case, checks and bills of exchange are only handed over on account of performance. Surrender does not result in a deferral of our claims. The costs associated with the realization 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 for payment is jeopardized by the customer's inability to pay, we can refuse the service incumbent on us and set the customer a deadline for payment step by step against delivery or for the provision of security. If the deadline expires unsuccessfully, we are entitled to withdraw from the contract and to demand compensation. There is no need to set a deadline if the customer seriously and finally refuses to pay or if there are special circumstances which, after weighing up 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 the delivery is delayed for reasons for which the customer is responsible, the deadline is deemed to have been met when the goods are ready for dispatch. We are entitled to charge the customer storage costs for the period of the delay in delivery for which he is responsible.
4.2. Delivery deadlines and dates are generally non-binding, unless we expressly state binding deadlines.
4.3. In any case, compliance with delivery times is subject to our timely delivery to ourselves. If we ourselves are delayed in delivery, we will inform the customer immediately after becoming aware of this delay or non-delivery, stating the new delivery period. If the delivery is delayed by more than 4 weeks, both parties have the right to withdraw from the contract.
4.4. Adherence to deadlines requires the timely receipt of all documents to be supplied by the customer and compliance with the agreed terms of payment and other obligations. If these requirements are not met, the deadline is 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. Basically, we insure the entire shipment at the expense of the customer with a transport insurance that is customary in the industry. The customer must notify the transport company of transport damage immediately upon receipt of the delivery item and report it to us immediately, enclosing a damage or loss confirmation.
4.7. We are not liable for impossibility of delivery or for delays in delivery, insofar as these are caused by force majeure (e.g. natural disasters, war, unrest) or other events that were not foreseeable at the time the contract was concluded (e.g. breakdowns of all kinds, transport delays, strikes, lawful lockouts, lack of workers , energy or raw materials, difficulties in obtaining the necessary official permits, official measures or the non-existent, incorrect or late delivery by our suppliers) for which we are not responsible. If such events make the delivery or service significantly more difficult or impossible for us and the hindrance is not only of a temporary nature, we are entitled to withdraw from the contract. In the event of hindrances of a temporary duration, the delivery or service deadlines are extended or the delivery or service dates are postponed by the period of the hindrance plus a reasonable start-up period. If the customer cannot be expected to accept the delivery or service as a result of the delay, he can 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 from the entire business relationship with the customer have been settled in full, in particular until the latter has settled the balance (current account reservation).
5.2. The customer is obliged to carefully store, maintain and repair the goods delivered under retention of title at his own expense and to insure them against fire, water damage, burglary and theft and damage. The customer is obliged to notify us immediately of any damage to the reserved property. The customer assigns all claims against the insurance company from the insurance contract to us in advance. The assignment is accepted by us.
5.3. In the event of attachments or other access by third parties to the reserved property, the customer must notify us immediately in text form.
5.4. The customer is entitled to sell the reserved goods in the ordinary course of business as long as he is not in default of payment. Pledges or security transfers of the reserved goods are not permitted. The customer hereby assigns to us in full the claims arising from the resale or any other legal reason (in particular transfer of ownership to the end customer, insured event, tort) with regard to the goods subject to retention of title. The assignment is accepted by us. We revocably authorize the customer to collect the claims assigned to the supplier for his account in his own name. If the customer behaves in breach of contract - in particular if he is in default with the payment of a claim for payment - we can demand that he disclose the assignment and hand over to us the information and documents required for the collection of the claim.
5.5. In the event of breaches of duty by the customer that are contrary to the contract, in particular default in payment, we are entitled, after setting a reasonable deadline, to take back the goods subject to retention of title at the customer's expense. If we take back the goods, this constitutes a withdrawal from the contract. After taking back the goods, we are authorized to sell them. The sales proceeds are to be offset against the liability of the customer - less appropriate sales costs.
5.6. If the reserved goods are combined with other items, the reserved ownership of the newly created item continues. The supplier thus acquires a co-ownership share in the ratio of the value of the reserved goods (invoice value) to the value of the new item. If one of the connected items is to be regarded as the main item, the customer transfers co-ownership to us in the ratio of the value of the goods delivered by the supplier (invoice value) to the value of the new item. The customer keeps the new item free of charge with regard to our co-ownership share. If the reserved goods are resold as part of the new item, the advance assignment agreed in accordance with Section 5.4 above only applies to the amount of the invoice value of the reserved goods.
6. Warranty
6.1. If our deliveries or services turn out to be defective, we are obliged to remedy the defects, at our discretion, by eliminating the defect or by making a replacement delivery. We shall bear the expenses required for the purpose of supplementary performance, in particular transport, labor and material costs; this does not apply if the costs increase because the delivery item is located at a location other than the place of intended use (if no special agreement has been made, this is the place of delivery).
6.2. Except in the case of fraudulent intent and subject to Section 7.6, the limitation period for claims for defects is 12 months, calculated from delivery or, if acceptance is required, from acceptance.
6.3. The quality agreement "bought as seen" applies to used delivery items.
7. Indemnification
7.1. For a breach of essential contractual obligations for which we are responsible, ie contractual obligations whose fulfillment characterizes the contract and enables its proper execution in the first place, we are liable in accordance with the statutory provisions, unless otherwise specified below. We are only liable for all other breaches of duty in the event of intent and gross negligence.
7.2. We are only liable for consequential damage if the breach of duty on which the consequential damage is based is due to intent or gross negligence.
7.3. Insofar as we are not responsible for intentional conduct, 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, limb or health.
7.5. Unless otherwise agreed above, claims for damages against us resulting from breaches of duty are excluded.
7.6. Claims for damages according to the above provisions of this clause 7 become time-barred within the statutory periods.
7.7. Insofar as the liability for damages towards us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, employees, employees, 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 side that have become known to us or the customer must be treated confidentially and may not be disclosed to any third party.
8.2. Excluded from the duty of confidential treatment is information that is generally known or that has been communicated to a contracting party by a third party without breaching a non-disclosure obligation or that the disclosing party is obliged to disclose by law or due to an official order.
8.3. However, we are entitled to list the customer as a reference customer and to use the customer's logo in this context. The customer can prohibit the naming and performance as a reference customer at any time in writing.
9. Special regulations for repair and assembly work
9.1. The customer ensures that any official approvals are required, provides the energy connections, lifting gear and means of transport etc. required for on-site assembly, as well as (if agreed) adequately qualified assistants and is responsible for compliance with the occupational safety regulations at the assembly site. He also provides dry and lockable rooms for storing our tools as well as thief-proof lounges and work rooms including inventory, heating, lighting, washing facilities and sanitary facilities.
9.2. If the prerequisites for carrying out the work, which are the responsibility of the customer, are not met, we are entitled to interrupt the work or to create the prerequisites ourselves and to charge the customer for the additional costs incurred.
10. Miscellaneous
10.1. All subsequent changes to agreements and other legally relevant declarations (notification of defects, setting of deadlines, withdrawal, etc.) must be in writing. This also applies to the 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 the nature of the obligation results in a different place of performance.
10.3. German law applies to the exclusion of the UN Sales Convention (CISG).
10.4. Place of jurisdiction is Freiburg im Breisgau.
10.5. The contracts concluded according to these terms and conditions remain binding for the customer in all other parts even if individual provisions are ineffective.