General terms and conditions of the company Tecon Systemtechnik GmbH for the delivery of goods and he provision of other services

§ 1 General – scope of validity

  1. These terms and conditions shall not apply to consumers.
  2. Our terms and conditions apply exclusively. We do not recognise customers’ terms and conditions which conflict with or differ from our own terms and conditions.

§ 2 Period of validity of an offer, marking of the goods to be delivered, templates, samples

  1. We shall be bound to our offers for a period of 2 weeks. The customer shall also be bound to his offer for a period of 2 weeks. The period begins on such workday (Monday-Friday) on which the respective offer is received by the recipient.
  2. Marking of the products to be delivered or manufactured by us and the delivery documents shall be made in accordance with the relevant laws in force in the Federal Republic of Germany.
  3. If we or a third party appointed by us produces before or after contract conclusion sketches, technical drawings, samples, moulds, files (hereinafter referred to as “templates”) and / or other templates for the performance of the contract, the exclusive exploitation rights thereof remain with us. The customer is not entitled to consult or access the templates, likewise he is not entitled to use these templates. The respective samples and/ or moulds remain our property, unless otherwise agreed with the customer.
  4. If the customer provides us with one or more templates for the purpose of contract performance, we shall not acquire any rights thereto, but shall only use this template according to its intended use. For archival purposes (contract documentation, examination of any claims for defects from customer) we are entitled to make a copy of files, drawings, records and other documentation / templates, which are made available to us by the customer for contract performance. The original will be returned to the customer at the latest 6 months after contract performance or deleted (files), unless we need them in case customer has asserted claims of defects.
  5. We are entitled to make photos, videos or the like from other movable goods (moulds, tools or the like), which the customer temporarily provides for contract performance and to archive them (contract documentation, examination of any claims for defects by customer). They will be returned to the customer at the latest 6 months after contract performance, unless we need them if customer has asserts claims of defects.

§ 3 Terms of payment, packaging, shipment, transport, offsetting, retention, assignment

  1. All prices shall be exclusive of the applicable VAT, freight / delivery costs and packing costs.
  2. For domestic customers, the agreed purchase price shall be due for payment within 30 days after delivery. We reserve the right to deliver against advance payment or cash on delivery. For export customers deliveries can only be effected if payment is made in advance. Customer bears the costs of payment transactions.
  3. If we owe the delivery of goods incl. goods to be manufactured or to be produced, delivery of goods is made in accordance with the Incoterms 2010 EXW “Urbar”. We inform the customer about the provision of goods, their size and their weight. If we are to carry out the shipment of goods on behalf of the customer, we shall be free in choice of the type of transport in the absence of any special agreement. If we carry out the transport ourselves we shall only be liable for default of our transport staff in cases of intent or gross negligence on the part of us or our vicarious agents.
  4. Customer may only withhold payments if his counterclaims have been established as legally binding, are undisputed or recognised by us. The same applies to
  5. If we are required to render advance performance under a mutual contract, we may refuse such performance if it is evident after conclusion of the contract that our claim for consideration may not be satisfied due to the customer’s inability to perform. In the event of a significant deterioration of the customer’s financial situation or the threat of insolvency, we are entitled to demand advance payment for any deliveries or the provision of a suitable security. If these requests are not complied with within a reasonable period of time, we are entitled, upon expiry of this period of time, to withdraw from the contract and to demand damages for non-performance.

§ 4 Price changes

  1. Price changes under this contract are allowed, if more than 6 weeks elapse between contract conclusion and the agreed delivery date and if within this period of time the prices of our suppliers increase for the goods to be delivered, for parts, materials and/or accessories, which are required for the production of the subject matter of this contract, especially because of changes in the dollar currency exchange rate. In this case we are entitled at our reasonably discretion to adjust the price adequately according to the cost increase, provided that it had any influence on performance of services. We will specify and provide proof of such cost increases to the customer at customer’s request.

§ 5 Delivery dates, call-off, partial delivery

  1. The delivery period begins with contract signature, however not before the customer has provided us with all documents, approvals, releases, materials, etc. which may be necessary and not before receipt of the agreed down payment.
  2. The delivery period is extended in case of the occurrence of unforeseen temporary circumstances which are beyond our control, if they occur after contract conclusion or if they become known to us after contract conclusion und we are not responsible for such lack of knowledge, in so far as such circumstances influence our performance of services. The same applies if such circumstances occur at our subcontractors. We shall not be held responsible for the aforementioned circumstances even if they occur during an already existing delay.
  3. If the object of the order is a delivery on call by the customer (call-off), delivery is made at the earliest 5 weekdays after we have received the call-off declaration of the customer. We are entitled to oppose the required call-off, if the delivery at the time desired is not possible or reasonable for us. This does not apply if the delivery on call shall be made within the estimated delivery time required by the customer at contract signature. We will inform the customer 48 hours in advance about the estimated date of delivery.
  4. Partial deliveries are allowed within the delivery periods stated by us, insofar as this does not give rise to any disadvantages for the customer.
  5. The delivery shall be conditional on correct and punctual availability of supplies and raw materials: If we are unable to render performance even though we have made a congruent hedging transaction, we are exempted from the performance obligation. This only applies if this circumstance is due to reasons not caused by us and the supplier’s performance hindrance is not temporary. We will notify the customer of this circumstance without delay and reimburse any advance payments which have been effected.

§ 6 Retention of title

  1. We retain title to the delivered goods until payment in full has been made. If the customer is an entrepreneur, we retain title to the delivered item until we have received all payments from the transaction with the customer. This also applies if we combine all individual or collective accounts receivables into one account and the balance is made or accepted.
  2. The customer is entitled to sell the delivered goods within the ordinary course of business, but he is not entitled to pledge or to assign them as security. The customer hereby assigns to us all claims arising from this resale against his customers. The customer is obliged to inform us about such claims and to hand over to us all necessary documents, especially invoice copies, if our customer defaults on payment obligations. We undertake to release the securities to which we are entitled at the customer’s request as far as this value exceeds the value of the receivables secured by more than 20%.
  3. If the delivered goods are combined with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the delivered goods with respect to that of the other processed objects at the time of combining. The provisions applicable to the delivered goods to which title was retained, will likewise apply to the new combined object.

§ 7 Claims for defects of the customer

  1. Customers’ claims for defects are subject to a limitation period of twelve months.
  2. Section 1 does not apply
    • to claims for defects, which refer to works on a building structure and/ or a plant, the success of which lies in the manufacture or modification of a matter or in the performance of planning and supervision.
    • to defects in a building structure and/or an object, which, in conformity with its customary manner of utilization, has been used for a building structure and which caused the defect;
    • if we fraudulently conceal a defect;
    • if we have given a guarantee regarding the quality of an object / our performance or have taken over a guarantee of durability and the defect is covered by this guarantee;
    • to any claims for damage of the customer which are aimed at a compensation of an injury to body and health; We are liable to the statutory extent for all damages resulting from culpable injury to life, body or health.
    • to any claims for damage of the customer, which are based on a grossly negligent breach of duty on our part or a deliberate or grossly negligent breach of our legal representatives or vicarious agents;
    • to claims, which are based on a culpable breach of our duty to hand over the delivery item free of material defects and defects in title and of the duty to procure the title thereof;
    • to claims, which are based on a culpable breach of our duty to furnish the performances free of material defects and defects in title and of the duty to procure the title thereof.
  3. If we owe the provision and the transfer of one or several objects or the delivery of objects which are still to be produced or manufactured and which are specially tailored to customer demands, we are entitled in the event of a defect to remedy the defect or provide a replacement item free of charge. If we are not able to remedy the defect subject to warranty, sub- sequent performance fails or further attempts to render subsequent performance are not acceptable to the customer, the customer may cancel the contract in lieu of subsequent performance and/or replacement delivery or demand a purchase price reduction (reduction of remuneration). If we deliver the customer insufficient quantities and/or goods of higher quality, this is not considered as a material defect. If insufficient quantities are delivered, customer is only entitled to subsequent delivery of the missing quantities.
  4. Customer shall pay costs of subsequent performance, which is caused by transporting the goods to another place as the place of fulfilment. Ownership of replaced parts passes to us.
  5. Subsequent performance is only rendered if the customer has previously paid the agreed price less an amount which is withheld in respect of the defect. The amount withheld may not exceed more than three times the costs expected for remedying the defect.
  6. Rectification of defects shall be deemed to have failed after two unsuccessful attempts.
  7. The customer’s right to receive in case of a defect in addition to the subsequent performance, price reduction or cancellation, compensation for damages (in lieu of or in addition to performance) or reimbursement of expenses incurred in vain, remains unaffected by the aforementioned provisions.

§ 8 Duty to inspection and objection

  1. The statutory duty to examine and notify defects shall apply. In the event that the customer violates his obligation to inspect and provide notice of any defects, the goods/performances shall be considered to have been approved with respect to the defect in question.

§ 9 Liability

  1. We are liable to the statutory extent for each culpable damage to life, body or health.
  2. All other customer claims are excluded.
  3. Section 2 does not apply
    • in the event of deliberate act or gross negligence on our part;
    • if we fraudulently conceal a defect;
    • to any claims for damage of the customer which are aimed at a compensation of an injury to body and health; We are liable to the statutory extent for each culpable damage to life, body or health.
    • to claims for defects, which refer to works on a building structure and/ or a plant, the success of which lies in the manufacture or modification of a matter or in the performance of planning and supervision.
    • to defects in a building structure and/or an object, which, in conformity with its customary manner of utilization, has been used for a building structure and which caused the defect;
    • if we have given a guarantee regarding the quality of an object / our performance or have taken over a guarantee of durability and the defect is covered by this guarantee;
    • to claims, which are based on a culpable breach of our duty to hand over the delivery item free of material defects and defects in title and of the duty to procure the title thereof;
    • to claims, which are based on a culpable breach of our duty to furnish the performances free of material defects and defects in title and of the duty to procure the title thereof.
  4. The customer’s entitlement to compensation for damages due to delay is limited in the case of slight negligence to 10 % of the agreed purchase price.
  5. If a product fault of a customer is caused by an object we delivered, the customer shall only be entitled to reimbursement of expenses and damages incurred by a recall, if the final customers of the defective final product had been entitled to corresponding recall claims. Otherwise we shall only be liable for such damages, if we have caused the product defect.

§ 10 Place of performance and jurisdiction

  1. Place of fulfilment for all performances is our registered office. Jurisdiction for any litigations arising under this contract is Koblenz.
  2. German law shall apply exclusively, excluding laws governing the international purchase of movable objects, even if the customer‘s registered office is abroad.