General Sales and Delivery Terms
Our deliverables - this also includes services, consulting and ancillary services - are provided solely on the basis of the following terms. We hereby reject any conflicting terms of the customer; they will not be accepted even if we do not specifically reject them after receiving them.
(Valid from 17 October 2015)
- General information
- Our General Sales Terms apply exclusively and solely. We will not accept terms to the contrary or which deviate from our Sales Terms unless we have accepted their application in writing. Our General Sales Terms for order production and contract work also apply in the event we perform a delivery without reservation, even if we are aware of contradicting or deviating terms. Any oral or written statements and agreements made before conclusion of the contract will be a part of the contract only in the event if this has been agreed in writing in the contract or its confirmation. The contract will become binding on TAB Technologie & AnlagenBau Engineering und Managementgesellschaft mbH once the customer (“Customer”) has received the written contract confirmation.
- Changes and amendments to the contract, as well as statements made in relation to the terms of the contract, must be made in writing.
- Scope of supplies and services
Our supplies and services including the Annexes/Specifications will be listed conclusively in the contract and become
binding with the contract confirmation.
- Contract production When making contract products, TAB Technologie & AnlagenBau Engineering und Managementgesellschaft mbH will provide the materials and/or components required for production of the desired end product and is responsible for the contractually agreed material specification during procurement.
- Commission work
In the case of pure commission work, the Customer shall deliver at its own charge and risk the materials/components
required for processing or the materials/components required for production of the end product to TAB
Technologie & AnlagenBau Engineering und Managementgesellschaft mbH. The Customer shall be liable for the
correctness of the material specification provided, quality and grade. No control with regard to material specification,
quality and grade shall be executed upon the receipt of goods unless this is expressly agreed in the contract.
The Customer will be charged all incidental costs in case of provision of materials not complying with the requirements
that accrue until a material defect causing the works to be stopped is detected.
- Delivery terms
In addition to the order, valid design documents/drawings/technical-technological documents must be attached in
duplicate to all materials and work pieces delivered for commission work. The delivery note shall include the following
- Name of the parts, quantity, net weight and type of packaging
- contractually agreed processing of the delivered materials/work pieces, in particular information - about material quality - about desired approvals with special test methods and creation of test documents.
- Delivery terms In addition to the order, valid design documents/drawings/technical-technological documents must be attached in duplicate to all materials and work pieces delivered for commission work. The delivery note shall include the following information:
- Plans and technical-technological documents
- TAB Technologie & AnlagenBau Engineering und Managementgesellschaft mbH will assume no liability for submitted designs and other technical-technological documents that are incorrect and cause defects or rejects of the processed materials/components/end product, and will charge the Customer all costs accrued until detection of the defect.
- We reserve rights of ownership and copyrights in all of our designs, plans, drawings, calculations and other documents. These documents may not be disclosed to any third party unless we have previously consented in writing.
Unless otherwise agreed in writing, all prices are understood to be ex manufacturer's works without any deductions. The Customer shall bear all ancillary costs, such as for approvals, packaging, freight, insurance, permits for export, transit and other permits, as well as certifications. It shall also pay all types of taxes, levies, charges, customs and the like that are raised in connection with the contract. We reserve the right to make price adjustments for orders that go beyond the current calendar year, contrary to the contractual agreement. Prices will also be adjusted if type and scope of the agreed deliveries or services have been changed or the documents/materials/work pieces delivered by the Customer did not comply with the agreed conditions or were incomplete.
- Payment terms
- Payments must be made to our registered office without deduction of discounts, expenses, taxes, levies, charges, customs and the like. The payment obligation shall be fulfilled as soon as the amount owed is at our free disposal.
- Payment deadlines must be met even if transport, delivery, assembly, commissioning or approval of the deliveries or services are delayed due to reasons for which we are not responsible, or if insignificant parts are missing, or if reworks prove to be necessary that do not exclude a use of the deliveries.
- If the agreed payment deadlines are not met, default interest must be paid without reminder as of the due date. Interest will be a rate prevailing at our business location, but at least be 4% above the respective discount rate of the Deutsche Bundesbank. We reserve the right to exercise other statutory rights in case of default in payment.
- Retention of title
The goods shall remain the property of the supplier until full payment, irrespective of whether it has been processed or resold in the meantime. If the customer combines the reserved goods with other goods, the supplier shall be entitled to co-ownership of the new object in proportion of the invoice value of all goods combined. The new object shall thus be considered to be a reserved good within the meaning of these terms. The Customer shall take all measures to ensure that our ownership claim is neither impaired nor cancelled. It may neither pledge nor collateralise the delivery item. It must immediately inform us in case of seizure as well as confiscation or other third-party dispositions. We shall be entitled to retake possession after reminder if the Customer acts contrary to contract, in particular in case of default in payment, and it shall be obliged to surrender the delivery item. The enforcement of the retention of title, as well as the attachment of the delivery item, shall not be deemed a rescission of the contract to the extent the instalment act is applied. The Customer must insure the delivery item against the relevant risks for the duration of retention of title on the condition that we are proportionally entitled to the rights under the insurance contract. The policy and the premium receipts must be submitted to us upon request.
- Delivery period
- The delivery period shall begin as soon as the contract is concluded, the Contracting Parties have clarified all details required for fulfilment of the contract and the Customer has fulfilled all conditions.
- The delivery period shall be extended accordingly:
- if we do not receive information required to fulfil the contract on a timely basis or if the Customer modifies them subsequently, provides us with incorrect or insufficient material/documents and thus causes a delay of the deliveries and services.
- in case of hindrances we could not avert despite applying due diligence, irrespective of whether they occur in our company, the Customer or third parties. Such hindrances include, without limitation, epidemics, mobilisation, war, riot, serious breakdowns, accidents, labour conflicts, late or deficient delivery by subcontractors of raw materials for order productions, semi-finished or finished products, important and work-intensive work pieces becoming scrap, official acts or omissions, natural phenomena.
- if the Customer or third parties or subcontractors commissioned by us is/are behind schedule with works to be carried out or the Customer defaults in fulfilling its obligations, in particular compliance with payment terms.
- In case of delayed deliveries and services, the Customer shall be entitled to claim a delay compensation in the amount of 0.5% for each completed decade of delay, however no more than 2% of the value of the delayed delivery and service, to the extend the Customer proves to have suffered a loss in consequence of this delay. The claim shall not be applicable if we have been hindered from fulfilling our obligations to perform by the conditions listed in No. 7 or by the Customer.
- Transfer of risk and danger
- Risk and danger are transferred to the Customer at the latest upon departure of the deliveries ex works.
- If shipment is delayed upon request of the Customer or due to other reasons for which we are not responsible, the risk shall be transferred to the Customer at the time originally intended for delivery ex works. From then on, the deliveries will be stored and insured on account and at risk of the Customer.
- Shipment, transport and insurance
- Unless agreed otherwise, transport is carried out on account and at risk of the Customer. The Customer must address complaints with regard to shipment or transport to the last carrier without delay upon receipt of the deliveries or freight documents.
- The Customer shall be required to take out insurance against damages of any kind. Even if we are required to take out such insurance, it shall be deemed as taken out on behalf and on account and at risk of the Customer.
- Inspection and approvals of the deliveries and services
- We will inspect the deliveries and services before shipment to the extent this is customary. If the Customer demands further inspections, these must be agreed in writing and be paid by the Customer.
- The Customer shall be obligated to inspect the deliveries and services immediately after receipt and inform us in writing about any defects without delay. If this is not the case, the deliveries and services shall be considered as complete and quality-compliant.
- We will remedy by ourselves as soon as possible the defects communicated to us pursuant to Section 10.2. The Customer shall give us the opportunity to do so.
- Determination of the relevant terms requires an acceptance test (dimension records, material tests, etc.) as well as a written agreement.
- The Customer shall have no rights and claims for defects of any kind of deliveries and services, except in the cases expressly stated in Sections 10. and 11.
- Warranty, liability for defects
- The warranty period is 24 months. It shall begin with shipment of the deliveries ex works or with the possibly agreed acceptance of deliveries/services. If shipment, acceptance, possible assembly or commissioning are delayed due to reasons for which we are not responsible, the warranty period shall end at the latest 30 months after notification about readiness for shipment. The warranty will expire prematurely if the Customer or third parties make improper changes or repairs or, in case of a defect, if the Customer fails to take suitable measures to mitigate the damage and to give us the opportunity of remedying the defect. We will provide a warranty for externally purchased components of the delivery item only to the extent we are provided such warranty by our subcontractors.
- We undertake to repair or replace at our discretion as soon as possible all parts of our deliveries that become defective or unusable through the end of our warranty period to the extent this is proven to be the result of poor material (solely for order production), faulty design (if this was effected by third parties) or poor workmanship, and we are responsible for it. The precondition for this is a written request by the Customer. Parts which have been replaced shall become our property.
- Warranted characteristics of the deliveries or services shall solely be those which have been referred to as such in the specifications agreed in writing. This warranty shall apply at the latest until expiry of the warranty period. However, if an acceptance test has been agreed, the warranty shall be deemed fulfilled as soon as evidence of the respective characteristics has been provided during this test.
- All damages that occur, for example, as a result of incorrect operation or maintenance, excessive use, operation in an inappropriate environment, inappropriate equipment or in consequence of insufficient lubrication or cooling, shall be exempt from the warranty, even if we deliver the end product and not just parts of it. The provisions in Sections 11.1 and 11.2 are exclusive. Further claims made by the Customer - irrespective of their legal grounds - shall be excluded. We shall therefore not be liable for damages that have not occurred on the delivery item itself; we shall in particular not be liable for lost profit or other financial losses. The exclusion of liability shall not apply to the extent the damage was caused by intent or gross negligence or if claims for damages are asserted due to the lack of warranted characteristics.
- Exclusion of further liability
Liability for compensation beyond that provided for in Sections 7. and 11. - irrespective of their legal grounds - shall be excluded.
- Place of jurisdiction, applicable law
- The place of jurisdiction is Rostock. However, we shall be entitled to sue the Customer at its registered office.
- To the extent not otherwise provided in our contract, the place of performance is our place of business. Additionally, the laws of the Federal Republic of Germany apply exclusively (subject to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) dated 11 April 1980).