to be used in dealings with enterprises, legal entities governed by public law and special trusts under public law
These terms of delivery shall apply to all - as a framework agreement also to all future - business relations between tshs and its customers as well as to all offers, deliveries and services of tshs. These terms and conditions of delivery shall apply exclusively; any terms and conditions of the customer or third parties which conflict with or deviate from or supplement these terms and conditions shall not apply and shall only become part of the contract if and to the extent that tshs has agreed to their validity in text form. This shall also apply if tshs carries out deliveries and services without reservation in the knowledge of conflicting or deviating terms and conditions of the customer or if tshs refers to letters of the customer which contain or refer to terms and conditions of the customer or third parties.
Supplements and/or amendments to the contracts concluded between tshs and the customer on the basis of these terms and conditions of delivery as well as to these terms and conditions of delivery themselves must be in writing in order to be effective. With the exception of managing directors, authorised signatories and authorised agents, employees of tshs are not entitled to make verbal agreements deviating from this. Legally relevant declarations and notifications which are made or are to be made by the customer to tshs after conclusion of the contract require the written form in order to be effective.
We store and process your data to execute the contract concluded between you and us. You can find more information about our handling of your data and your rights in our data protection declaration at http://www.tshs.eu/en/data-protection-declaration.html.
II. Contract conclusion
Offers by tshs are subject to change and non-binding. Orders of the customer are binding and the customer is bound to its order for a period of 14 calendar days from receipt of the order by tshs. During this period, tshs may accept the customer's order by confirming the order in text form or by delivering the goods to the customer. Product descriptions, drawings and representations of the goods, technical data as well as other information provided by tshs on the goods or the service are only indicative and approximately definitive, insofar as the usability of the goods or the service for the purpose of the contract does not require exact conformity. These details and representations are descriptions of the goods or services, but not guaranteed characteristics. Insofar as this does not impair the contractually intended usability of the goods or services, deviations customary in the trade are permissible.
III. Prices and payment
The prices of tshs are ex works plus VAT and plus packaging and shipping costs. Within Germany, tshs delivers free of charge from an order value of € 150.00 net. Unless expressly agreed otherwise, the purchase price is due and payable within 14 calendar days from receipt of an invoice from tshs by the customer and delivery of the goods. The customer shall be in default upon expiry of the aforementioned payment period. The customer shall only be entitled to rights of retention and set-off insofar as its counterclaims are undisputed or have been legally established.
If tshs specifies deadlines or dates for the delivery, these are non-binding guidelines, if these deadlines or dates are not expressly designated as binding or are agreed between the parties as binding. If the parties have agreed on the dispatch of the goods to the customer, the time of handover of the goods to the forwarding agent, carrier or other third party commissioned with the transport shall be definitive for compliance with delivery periods or delivery dates. Otherwise, the time at which tshs has notified the customer that the goods are ready for dispatch shall be definitive for compliance with delivery periods or delivery dates. All delivery dates and delivery periods shall apply subject to proper and timely self-supply, provided that tshs is not responsible for the delay or incorrectness of self-supply. tshs shall inform the customer immediately if delays in delivery dates or delivery periods are imminent due to improper or untimely self-supply.
tshs shall not be liable for delays in delivery or the impossibility of delivery caused by force majeure or other events not foreseeable for tshs at the time of the conclusion of the contract and for which tshs is not responsible. If the delivery becomes impossible for tshs due to such events or due to force majeure or is unreasonably impeded taking into account the value of the goods, tshs shall be entitled to withdraw from the contract. If tshs is only temporarily prevented from delivery due to such events or force majeure, the delivery dates or delivery periods shall be postponed by the period during which the impediment to performance exists plus a start-up period of one week. In this case, the customer shall be entitled to withdraw from the contract if the delayed delivery is unreasonable for the customer and the customer notifies tshs of this immediately in text form after tshs has informed the customer of the impediment to performance. The right of the customer to withdraw from the contract in the event of impossibility of performance under the statutory conditions remains unaffected.
tshs is entitled to make partial deliveries, provided that the customer does not incur any additional expenses or costs due to a partial delivery, the delivery of the remaining part of the goods is ensured and a partial delivery is usable for the customer taking into account the purpose of the contract.
V. Retention of title
The goods shall remain the property of tshs until the complete fulfilment of all claims of tshs against the customer arising from the contract on which the delivery is based. As long as the claims of tshs against the customer secured by the retention of title have not been settled, the customer may not pledge the goods delivered under retention of title to third parties or assign them as security. If the goods delivered to the customer under retention of title are seized by third parties or if other access by third parties to the goods delivered under retention of title takes place, the customer shall be obliged to inform the third party of the ownership of tshs and to inform tshs thereof immediately in text form. If the customer does not pay due claims or does not pay on time, tshs shall be entitled to take back the goods delivered under reservation of title after tshs has set the customer a reasonable deadline for performance and this deadline has expired to no avail. In this case, the customer shall bear the transport costs incurred for taking back the goods. If tshs takes back the goods delivered to the customer under retention of title, this shall constitute a withdrawal from the contract; this shall also apply if tshs seizes the goods delivered under retention of title.
The customer may use, resell and/or process the goods delivered under retention of title in the ordinary course of business. The following shall apply in addition to this: Claims of the customer resulting from the resale of the goods delivered under retention of title shall already now be assigned by the customer to tshs. This shall also apply to claims of the customer in relation to the goods delivered under retention of title which are due to the customer for other reasons against third parties or will be due to the customer in the future (for example claims for insurance benefits and/or from unlawful acts). tshs accepts this assignment. The customer remains authorised to collect the aforementioned claims and tshs undertakes not to collect these claims as long as the customer fulfils its contractual obligations towards tshs, in particular does not fall into arrears with payment, no application is made for the opening of insolvency proceedings against the assets of the customer and there are also no other deficiencies in its ability to perform which endanger the purchase price claim of tshs. However, if such a case occurs, the customer shall be obliged to inform its debtors of the assignment and to name its debtors to tshs as well as to provide all information necessary for the collection of these assigned claims and to hand over documents pertaining thereto to tshs. Upon the customer's request, tshs shall release securities at its own discretion if the realisable value of the securities exceeds the claims of tshs by more than 10%.
VI. Warranty, claims for defects
The warranty period is 12 months beginning with the handover of the goods to the customer. The customer is obliged to carefully examine the goods immediately after delivery and to notify tshs in text form of any defects immediately after discovery. The goods shall be deemed to have been approved by the customer with regard to obvious defects or such defects which were recognisable upon immediate, careful inspection if the customer does not notify tshs of such defects in text form within seven working days after the transfer of risk. With regard to other defects, the goods shall be deemed to have been approved by the customer if the customer does not notify tshs of the defect in text form within seven working days after discovery of the defect. If, however, the defect was already recognisable to the customer at an earlier point in time during normal use of the goods, this earlier point in time shall be decisive for the commencement of the complaint period. If the goods are defective, tshs may choose the type of subsequent performance (rectification or replacement delivery). The right to refuse the subsequent performance in accordance with the legal requirements remains unaffected. tshs is entitled to make the subsequent performance dependent on the payment of the purchase price. However, the customer shall be entitled to retain a part of the price which is reasonable in relation to the defect. § 445a para. 3 BGB (German Civil Code) is ruled out.
VII. Return without giving reasons
The customer is entitled to return goods within 21 days of receipt, without giving reasons, for a refund of the purchase price.
With regard to consumable goods, the following also applies:
a.) 50% of the purchase price will be refunded if the goods are returned within two months of receipt;
b.) 30% of the purchase price will be refunded if the goods are returned within five months of receipt.
Dispatch within the deadline is sufficient to meet the deadline. The purchase price will be refunded after the goods have been received by tshs. The goods are to be sent to the following address: Trusetal Verbandstoffwerk GmbH, Konrad-Zuse-Strasse 15, 33758 Schloss Holte-Stukenbrock, Germany.
A refund will only be made if the goods are in their original packaging and undamaged, including the original packaging. In addition, the customer must confirm that the goods have been stored properly at the customer's premises. If this information is missing or if the goods have not been stored properly, the purchase price will not be refunded.
VIII. Place of performance, choice of law and place of jurisdiction
The place of performance for all obligations arising from the contractual relationship is the registered office of tshs in Schloss Holte-Stukenbrock. The legal relations between tshs and the customer are subject to the law of the Federal Republic of Germany, as applicable to legal relations between domestic contractual partners. The Convention on the International Sale of Goods (UN Sales Convention) is ruled out. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship between tshs and the customer is the registered office of tshs in Schloss Holte-Stukenbrock. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected.
Note according to VSBG (German Consumer Dispute Settlement Act) on alternative dispute resolution in consumer matters
We are not obliged to participate in dispute resolution proceedings before a consumer arbitration board and are not willing to do so. We therefore do not participate in dispute resolution proceedings before a consumer arbitration board.
Note on creditworthiness check
Our company regularly checks your creditworthiness when concluding contracts and in certain cases where there is a legitimate interest. For this purpose, we work together with Creditreform Bielefeld Riegel&Unger KG, Sunderweg 3, 33649 Bielefeld, from whom we receive the data required for this purpose. To this end, we pass on your name and contact details to Creditreform. Further information on data processing at Creditreform is available at www.creditreform-bielefeld.de/EU-DSGVO or on request by e-mail/fax/post.