General Terms and Conditions
General Conditions of Sale and Delivery of Trusetal Verbandstoffwerk GmbH (tshs) For use with companies, legal entities governed by public law and special trusts under public law
These conditions of delivery apply to all – as a framework agreement also for all future – business relationships between tshs and its customers as well as for all offers, deliveries and services of tshs. These conditions of delivery apply exclusively; terms of the customer which conflict with, deviate from or supplement these conditions shall not apply and shall only be an integral part of the agreement to the extent that tshs has explicitly consented to their validity in writing. This also applies if tshs per-forms deliveries and services with knowledge of conflicting or deviating terms of the customer, without reservation, or tshs refers to letters of the customer which include the terms of the customer or third parties or refer to such terms. Amendments and/or changes to contracts concluded between tshs and the customer on the bases of these conditions of delivery as well as these conditions of delivery themselves must be made in writing in order to be valid. With the exception of managing directors, authorized signatories and officers, employees of tshs are not author-ized to make verbal agreements which deviate from these conditions of delivery. Legally relevant declarations and notices which the customer gives or is to give to tshs after conclusion of the contract must be in writing in order to be valid. We store and process your data to fulfill the contract concluded between you and us. Further information regarding how we handle your data and regarding your rights can be found in our data privacy statement at www.tshs.eu/datenschutz.html .
II. Conclusion of the contract
Offers from tshs are non-binding and without obligation. Orders from the customer are binding and the customer is bound to its order for a period of 14 calendar days from the time of receipt of the order at tshs. During this period, tshs can accept the customer's order through an order confirmation in writing or through delivery of the goods to the customer. Product descriptions, drawings and representations of the goods, technical data, as well as other information from tshs on the goods or service are only guidelines and roughly applicable, provided the usability of the goods or service for the purpose of the contract is not conditional on precise conformity. This information and these repre-sentations are descriptions of the goods or service, however they are not guaranteed characteristics. Customary deviations are permissible if they do not negatively affect the contractually stipulated usability of the goods or service.
III. Prices and payment
The prices of tshs are valid ex-works plus VAT in the case of deliveries, excluding packaging, transport and freight. The customer is responsible for any customs duty incurred. Within Germany, tshs provides free delivery for orders of € 150.00 or above; for orders below this amount, the packaging and shipping charge is a flat rate of € 5.80. Unless explicitly agreed upon otherwise, the purchase price is due and payable within 14 calendar days of receipt of an invoice from tshs by the customer and delivery of the goods. The customer is in default upon expiration of the above payment deadline. The customer has retention and offsetting rights only if its counterclaims are undisputed or legally established.
If tshs indicates dates or deadlines for the delivery, these are nonbinding guidelines if these deadlines or dates are not expressly designated as binding or are agreed upon between the parties as binding. If the parties agreed on shipment of the goods to the customer, the time at which the goods were transferred to the shipper, freight carrier or other third party commissioned with the transport is decisive for adherence to delivery dates or delivery deadlines. Moreover, the time at which tshs indicated to the customer that the goods are ready for dispatch is decisive for adherence to delivery dates or delivery deadlines. All delivery deadlines and delivery dates are subject to correct and timely delivery of goods by tshs's suppliers, provided tshs is not responsible for the delay or inaccuracy of the delivery of goods by tshs's suppliers. tshs will promptly inform the customer if there is a risk of delays in the delivery deadlines or delivery dates due to a delivery of goods by tshs's suppliers which is incorrect or not in a timely manner. tshs is not liable for delivery delays or if delivery should be impossible due to force majeure or other events which tshs could not have foreseen at the time of conclusion of the contract and for which tshs is not at fault. If the delivery becomes impossible for tshs due to such events or due to force majeure or becomes unreasonably difficult, taking the value of the goods into account, tshs is entitled to withdraw from the contract. If tshs is only temporarily prevented from making the delivery due to such events or force majeure, the delivery deadlines or delivery rates will be shifted according to the period of time during which the impediment to performance occurs plus a restart period of one week. In this case, the customer is entitled to withdraw from the contract if the delayed delivery is not reasonable for the customer and the customer has promptly notified tshs of this in writing after tshs informed the customer of the impediment to performance. The customer's right to withdraw from the contract in the event of impossibility of performance under statutory conditions remains unaffected. tshs is entitled to make partial deliveries provided the partial delivery does not result in any additional work or additional costs for the customer, the delivery of the remain-ing portion of the goods is ensured, and a partial delivery is usable for the customer, taking the purpose of the contract into account.
V. Retention of title
Until all debt claims by tshs on the customer from the contract on which the delivery is based have been met in full, the goods remain the property of tshs. For as long as the debt claims of tshs on the customer secured by retention of title are not settled, the customer may not pledge the goods delivered under retention of title to third parties or use them as a security. If the goods delivered to the customer under retention of title are seized by third parties or if there is other access by third parties to the goods delivered under retention of title, the customer is obligated to inform the third parties of the ownership by tshs and promptly inform tshs of this in writing. If the customer does not settle any debt claims due or does not settle them in a timely manner, tshs is authorized to take back the goods delivered under retention of title after tshs has set an appropriate deadline for settlement and this deadline was not met. In this case, the customer is responsible for any transport costs incurred when the goods are taken back. If tshs takes back the goods delivered to the customer under retention of title, this represents a withdrawal from the contract; this also applies if tshs seizes goods delivered under retention of title. The customer may, within the normal course of business, use, resell and/or process the goods delivered under retention of title. The following additionally applies to this: Debt claims of the customer arising from resale of the goods delivered under retention of title are already assigned by the customer to tshs. This also applies to debt claims by the customer with regard to the goods delivered under retention of title to which the customer is entitled (or will be entitled in the future) for other reasons against third parties (for example: claims to insurance benefits and/or due to unlawful acts). tshs accepts this assignment. The customer remains authorized to collect the debt claims mentioned above and tshs agrees to not collect these debt claims for as long as the customer is meeting its contractual obligations with regard to tshs and is in particular not in default of payment, no application is filed to initiate insolvency proceedings on the customer's assets, and there are also no deficiencies regarding its performance capacity which jeopardize the purchase price claim of tshs. However, if such a case should occur, the customer is obligated to inform its debtors of the assignment and disclose its debtors to tshs as well as provide all necessary information for collection of these assigned debt claims and provide tshs with the associated documents. At the request of the customer, tshs will release securities of its own choice if the realizable value of the securities exceeds the debt claims of tshs by more than 10%.
VI. Warranty, defect claims
The warranty period is 12 months. The customer is obligated to carefully examine the goods promptly after delivery and to report defects to tshs in writing promptly after they are discovered. The goods are considered to be approved by the customer with regard to obvious defects or such defects which would have been detectable upon prompt, careful examination, if the customer does not report such defects to tshs in writing within seven workdays after the transfer of risk. With regard to other defects, the goods are considered to be approved by the customer if the customer does not report the defect to tshs in writing within seven workdays after discovery of the defect. However, if the defect was already detectable for the customer at an earlier point in time during normal use, this earlier point in time is decisive for the start of the period allowed for notification of defects. If the goods are defective, tshs may select the nature of the rectification (repair or replacement delivery). The right to refuse supplementary performance according to statu-tory conditions remains unaffected. tshs is authorized to make supplementary performance dependent on the payment of the purchase price. However, the customer is entitled to retain an appropriate share of the price in proportion to the defect.
tshs shall be liable for compensation for damage – regardless of the legal reason – only in the case of intent or gross negligence. In the case of simple negligence, tshs is liable only for damage resulting from death, injury to the body or health, as well as for damage resulting from the violation of an essential contractual obligation (obligation whose fulfillment makes the proper performance of the contract even possible and on whose fulfillment the contract partner regularly relies on and may rely on), whereby the liability of tshs is limited in this case to the compensation of the foreseeable, typically occurring damage. This limitation of liability does not apply to claims by the customer based on obligatory legal provisions (such as the Product Liability Law) and unless tshs has fradulently concealed a defect or assumed a guarantee for the condition of the goods, as well as for claims from the violation of the Data Privacy Law.
VIII. Place of performance, governing law and place of jurisdiction
The place of performance for all obligations arising from the contractual relationship is the head office of tshs in Schloss Holte-Stukenbrock. The legal relationships be-tween tshs and the customer are subject to the law of the Federal Republic of Germany which applies to legal relationships between domestic contract partners. The agreement on the International Sale of Goods (UN Sales Law) is excluded. The exclusive place of jurisdiction for all disputes arising from or in connection with the contrac-tual relationship between tshs and the customer is the head office of tshs in Schloss Holte-Stukenbrock. Mandatory legal provisions regarding exclusive places of juris-diction remain unaffected. Note regarding the VSBG [Act on Alternative Dispute Resolution in Consumer Matters] for alternative dispute resolution in consumer matters We are not obligated to participate in dispute settlement procedures before a consumer arbitration board and are also not willing to do so. We therefore do not participate in dispute settlement procedures before a consumer arbitration board.