Términos del servicio

GTC

General Terms and Conditions of TB International GmbH

1. Scope of Application

All sales and deliveries by TB International GmbH are carried out exclusively in accordance with the following General Terms and Conditions ("Terms of Delivery"), which the Buyer acknowledges by placing an order or accepting a delivery. They also apply to all future transactions with the Buyer. The validity of deviating or supplementary business conditions of the Buyer is excluded, even if TB International GmbH does not expressly object to them.

2. Conclusion of Contract

2.1 Offers and other price information from TB International GmbH are subject to change. A contract is only concluded upon written order confirmation from TB International GmbH or the execution of the delivery and is based exclusively on the content of the order confirmation and these Terms of Delivery. If TB International GmbH determines during the processing of your order that the products you ordered are unavailable, you will be informed separately via email. A contract regarding the unavailable goods shall not come into effect. Oral agreements or promises require written confirmation from TB International GmbH to be effective.

2.2 TB International GmbH reserves all rights to samples and sales documents (especially illustrations, drawings, weight, and measurement specifications). These may not be made accessible to third parties and must be returned to TB International GmbH immediately upon request.

3. Delivery Periods and Dates

3.1 Delivery dates and periods are only binding if they have been confirmed in writing by TB International GmbH and the Buyer has provided TB International GmbH with all information and documents required for the execution of the delivery in a timely manner and has paid any agreed down payments as agreed. Agreed periods begin with the date of the order confirmation. For additional or expanded orders placed later, the periods shall be extended accordingly. Delivery periods are met upon handover of the goods to the Buyer or the carrier.

3.2 Unforeseeable, unavoidable events outside the control of TB International GmbH for which TB International GmbH is not responsible (e.g., force majeure, war, natural disasters, or labor disputes) ("Disruptions") release TB International GmbH from the obligation of timely delivery or performance for their duration. Agreed periods are extended by the duration of the disruption; the Buyer will be informed of the occurrence of the disruption in an appropriate manner. If the end of the disruption is not foreseeable or if it lasts longer than eight weeks, either party is entitled to withdraw from the contract.

3.3 For goods that TB International GmbH does not manufacture itself, correct and timely self-delivery is reserved.

3.4 If deliveries by TB International GmbH are delayed, the Buyer is only entitled to withdraw if TB International GmbH is responsible for the delay and a reasonable grace period set by the Buyer for delivery has expired unsuccessfully.

3.5 If the Buyer is in default of acceptance or violates other duties of cooperation, TB International GmbH is entitled, without prejudice to its other rights, to store the goods appropriately at the risk and expense of the Buyer or to withdraw from the contract.

3.6 TB International GmbH may make partial deliveries for justified reasons.

4. Shipping, Packaging, Transfer of Risk

4.1 Unless the parties have made a different agreement, the shipment of the goods shall take place via an appropriate shipping route in standard packaging at the discretion of TB International GmbH, either sorted by type or in mixed cartons.

4.2 The risk passes to the Buyer upon handover to the customer and, in the case of a sales shipment, upon delivery of the goods to the forwarding agent, the carrier, or the person or institution otherwise designated to carry out the shipment. If the shipment or provision of the goods is delayed for reasons for which the Buyer is responsible, the risk passes to the Buyer at the agreed delivery time.

5. Prices, Payment Terms

5.1 If the parties have not agreed on a specific price, the price shall be determined according to the price list of TB International GmbH valid at the time the contract is concluded.

5.2 All prices of TB International GmbH are—unless otherwise agreed—exclusive of the respective statutory value-added tax.

5.3 TB International GmbH is entitled to issue partial invoices for partial deliveries within the meaning of Section 3.6.

5.4 Unless otherwise agreed between the parties, each invoice from TB International GmbH is due for payment without deduction within 30 days of receipt of the invoice; default occurs upon the unsuccessful expiry of this period. Payments by the Buyer are only deemed to have been made when TB International GmbH has disposal over the amount.

5.5 If the Buyer is in default of payment, TB International GmbH is entitled to demand default interest at the statutory rate. The assertion of further damages caused by delay remains unaffected.

5.6 Bills of exchange and checks are only accepted by special agreement and for the purpose of performance, free of costs and expenses for TB International GmbH.

5.7 The Buyer is only entitled to set-off if their counter-claim is undisputed or has been legally established.

5.8 The Buyer is only authorized to assert a right of retention to the extent that their counter-claim is based on the same contract and is undisputed or has been legally established.

5.9 If, after the conclusion of the contract, the risk of the Buyer's lack of solvency becomes apparent to TB International GmbH, TB International GmbH is entitled to execute outstanding deliveries only against advance payment or security. If the advance payments or securities are not provided even after the expiry of a reasonable grace period, TB International GmbH may withdraw from individual or all affected contracts in whole or in part. The assertion of further rights remains open to TB International GmbH.

6. Retention of Title

6.1 The delivered goods remain the property of TB International GmbH ("Reserved Goods") until full payment of all claims of TB International GmbH arising from the business relationship with the Buyer.

6.2 In the case of a current account, the reserved property serves as security for the balance claim due to TB International GmbH.

6.3 Resale of the Reserved Goods is permitted to the Buyer only in the ordinary course of business. The Buyer is not entitled to pledge the Reserved Goods, transfer them by way of security, or make other dispositions endangering the property of TB International GmbH. The Buyer hereby assigns the claims from the resale of the Reserved Goods to TB International GmbH; TB International GmbH hereby accepts this assignment. If the Buyer sells the Reserved Goods together with other goods, the assignment of claims is only agreed in the amount of the part corresponding to the price agreed between TB International GmbH and the Buyer plus a security margin of 10% of this price. The Buyer is revocably authorized to collect the claims assigned to TB International GmbH in their own name on a fiduciary basis for TB International GmbH. TB International GmbH may revoke this authorization and the right to resale if the Buyer is in default with significant obligations (such as payment) toward TB International GmbH. In the event of revocation, TB International GmbH is entitled to collect the claim itself.

6.4 The Buyer shall provide TB International GmbH at any time with all desired information about the Reserved Goods or about claims assigned to TB International GmbH hereunder. The Buyer must notify TB International GmbH immediately of any access or claims by third parties to Reserved Goods and hand over the necessary documents. The Buyer will simultaneously point out the retention of title of TB International GmbH to the third party. The costs of defending against such access and claims shall be borne by the Buyer.

6.5 The Buyer is obliged to treat the Reserved Goods with care for the duration of the retention of title.

6.6 If the realizable value of the securities exceeds the total claims to be secured by TB International GmbH by more than 10%, the Buyer is entitled to demand release to that extent.

6.7 If the Buyer is in default with significant obligations—such as payment—toward TB International GmbH, TB International GmbH may, without prejudice to other rights, demand the return of the Reserved Goods and, after withdrawing from the contract, utilize them otherwise to satisfy due claims against the Buyer. In this case, the Buyer will grant TB International GmbH or the authorized representatives of TB International GmbH immediate access to the Reserved Goods and surrender them. If TB International GmbH demands surrender based on this provision, this alone does not constitute a withdrawal from the contract.

6.8 For deliveries to other jurisdictions in which the above retention of title regulation does not have the same securing effect as in Germany, the Buyer will do everything to immediately provide corresponding security rights to TB International GmbH. The Buyer will cooperate in all measures such as registration, publication, etc., which are necessary and conducive to the effectiveness and enforceability of such security rights.

6.9 At the request of TB International GmbH, the Buyer is obliged to insure the Reserved Goods appropriately, provide TB International GmbH with the corresponding proof of insurance, and assign the claims from the insurance contract to TB International GmbH.

7. Quality, Rights of the Buyer in Case of Defects, Obligation to Inspect

7.1 The goods possess the agreed quality at the time of the transfer of risk; this is measured exclusively according to the specific written agreements made between the parties regarding the properties, features, and performance characteristics of the goods ("Quality Agreement").

7.2 Information in catalogs, price lists, and other information material provided to the Buyer by TB International GmbH, as well as product-describing information, are under no circumstances to be understood as guarantees for a specific quality or durability of the goods; such quality or durability guarantees must be expressly agreed upon in writing.

7.3 Rights of the Buyer due to defects in the goods require that they inspect the delivered goods immediately after handover and notify TB International GmbH of defects in writing immediately, but no later than ten business days after handover; hidden defects must be reported to TB International GmbH in writing immediately after their discovery.

7.4 With every notice of defect, TB International GmbH has the right to inspect and test the complained-of goods. The Buyer will grant TB International GmbH the necessary time and opportunity for this. TB International GmbH may also demand from the Buyer that they return the complained-of goods to TB International GmbH at the expense of TB International GmbH. If a notice of defect by the Buyer proves to be unjustified and this was recognizable to the Buyer before the notice was made, the Buyer is obliged to compensate TB International GmbH for all expenses incurred in this context (e.g., shipping costs).

7.5 TB International GmbH will remedy defects at its own choice by removing the defect free of charge for the Buyer or alternatively delivering defect-free goods (collectively "Supplementary Performance").

7.6 The Buyer will grant TB International GmbH the reasonable time and opportunity necessary for the supplementary performance. Only in urgent cases, to prevent disproportionately large damage, or if TB International GmbH is in default with the removal of the defect, does the Buyer have the right—after previously notifying TB International GmbH—to remove the defect themselves or have it removed by third parties and demand compensation for the necessary costs from TB International GmbH.

7.7 Rights of the Buyer in case of defects are excluded in the case of natural wear and tear or if defects occur for reasons for which the Buyer is responsible (e.g., due to improper handling or storage or the implementation of unsuitable repair measures), provided the defects are not the responsibility of TB International GmbH.

7.8 TB International GmbH assumes the transport, travel, labor, and material costs incurred for the purpose of supplementary performance.

7.9 If the supplementary performance fails, is unreasonable for the Buyer, or if TB International GmbH has refused it according to § 439 Para. 3 BGB (German Civil Code), the Buyer may, at their choice, (i) withdraw from the contract or reduce the purchase price in accordance with statutory regulations and (ii) demand damages according to Section 8 or the replacement of their futile expenses.

7.10 The limitation period for the Buyer's rights due to defects is twelve months from the delivery of the goods to the Buyer. The limitation provisions of § 479 BGB remain unaffected. For damage claims of the Buyer for reasons other than defects in the goods, as well as regarding the Buyer's rights for fraudulently concealed or intentionally caused defects, the statutory limitation periods apply.

7.11 Insofar as a credit note is issued, it is only applicable to the amount already due minus any cash discount.

7.12 In special cases and exclusively after prior consultation, TB International GmbH accepts the return of items in their original packaging. The costs of the return shipment are borne by the Buyer. The goods should be sent directly to the following address: "WLL Logistik und Service GmbH, Röntgenstr. 6, 64291 Darmstadt-Arheilgen." Handling costs amounting to 10% of the returned goods' value apply for processing and re-sorting the items. In individual cases, other agreements may apply.

8. Limitation of Liability and Damages

8.1 Subject to the regulation in Section 8.2, the statutory liability of TB International GmbH for damages is limited as follows:

• (i) TB International GmbH is liable up to the amount of the damage typically foreseeable at the time of contract conclusion for the slightly negligent breach of essential obligations arising from the contractual relationship;

• (ii) TB International GmbH is not liable for the slightly negligent breach of non-essential obligations arising from the contractual relationship.

8.2 The aforementioned limitation of liability does not apply in cases of mandatory statutory liability (especially under the Product Liability Act) as well as upon the assumption of a guarantee or culpably caused physical injuries.

8.3 The Buyer is obliged to take reasonable measures to prevent and mitigate damage.

9. General Provisions

9.1 Changes and supplements to the contract and/or these Terms of Delivery as well as side agreements require written form. This also applies to a modification of this written form requirement.

9.2 The parties are aware of the risk that individual or several provisions of the contract and/or these Terms of Delivery could prove to be ineffective or void contrary to their current expectations. Even in such a case, the parties wish to exclude any doubt regarding the effectiveness of the contract and/or the Terms of Delivery. Therefore, even in the event of the ineffectiveness or nullity of individual or several provisions of this contract and/or these Terms of Delivery, the contract and/or these Terms of Delivery shall remain effective—not only in case of doubt, but always. In this case, the parties undertake to replace the ineffective provisions with those effective provisions that come closest to the economic purpose of the ineffective provisions.

9.3 The exclusive place of jurisdiction for all disputes arising from the contractual relationship is Darmstadt. However, TB International GmbH is entitled to sue the Buyer at any other legal place of jurisdiction.

9.4 The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).