Terms of service

General Terms and Conditions of Sale, Delivery, and Payment

All of our deliveries and services are provided exclusively in accordance with the following terms and conditions. We reject any terms and conditions of purchase set forth by the buyer to the extent that they conflict with our terms and conditions of sale, delivery, and payment. These terms and conditions therefore also apply to all future business relationships, even if they are not expressly agreed upon again. These terms and conditions shall be deemed accepted no later than upon receipt of the goods or services. The buyer accepts our terms and conditions no later than upon unobjected receipt of our goods. These terms and conditions apply only to business entities within the meaning of Section 14 of the German Civil Code (BGB).

1. 
   1. Offers, Orders
   1.1 Our offer generally constitutes an invitation to the customer to submit an order
   and is, in this sense, subject to change without notice.
   1.2 The documents, illustrations, drawings, weight, and dimension specifications accompanying the offer reflect only approximate values and do not constitute a specification of the goods’ quality. Unless limits on permissible deviations are specified in the order confirmation and none arise from expressly accepted buyer specifications, deviations customary in the industry are permissible in all cases. The quality, suitability, specifications, and function, as well as the intended use of our goods, are determined exclusively by our service descriptions and technical specifications in their current version, published on our website. Public statements, promotions, or advertising by us or third parties do not constitute a description of the quality of the goods. We reserve all property rights and copyrights to all documents; they may not be made available to third parties without our consent.
   1.3 Guarantees regarding the quality or durability of our goods must be expressly identified as such in the order confirmation. Upon delivery of samples or specimens, their quality is not deemed guaranteed unless otherwise expressly specified in the order confirmation. The same applies to the results of analyses.
   1.4 Design proposals that we make based on information provided by the buyer (e.g., verbal information, drawings, or other documents) constitute mere recommendations and do not constitute statements regarding quality or intended use, unless otherwise expressly specified in the order confirmation.
   1.5 We are liable for damage to or loss of drawings, samples, models, etc., provided to us by the buyer in accordance with Section 7.
   2. Prices
   Our prices are ex-warehouse, plus applicable statutory value-added tax, and exclude packaging and shipping costs. If, between the conclusion of the contract and delivery, the prices of our suppliers, freight rates, and/or public levies increase, we may raise the price accordingly, taking the customer’s interests into reasonable consideration. In the event of falling prices on the part of our suppliers, falling freight costs, and/or public levies, we are likewise obligated to reduce our prices accordingly. With respect to consumers, this applies only if delivery is to take place more than four (4) months after the conclusion of the contract.

3. Delivery
3.1 Unless expressly designated as firm, the delivery periods and dates we specify are approximate only, unless otherwise expressly agreed. The buyer may set us a reasonable deadline for delivery two weeks after the expiration of these delivery periods. We shall not be in default until the grace period has expired. Delivery periods shall in no case commence before the customer has provided the documents to be procured by him, such as approvals or releases of product drawings, and we have received a down payment, provided that a down payment has been agreed upon.
3.2 In the event of a delay in delivery or impossibility of performance, we shall be liable for claims for damages only in accordance with Section 7. The damages for delay to be compensated by us pursuant to Section 7 are limited to 0.5% of the value of the late delivery or partial delivery for each completed week, but not exceeding 5% of the value of the delayed (partial) delivery.
3.3 In the event of force majeure, measures taken in the context of labor disputes, in particular strikes and lockouts, as well as in the event of non-delivery, incorrect, or delayed delivery by our supplier, regardless of the reason (reservation of self-supply), and other impediments to performance for which we are not responsible, we may postpone delivery by the duration of the impediment and a reasonable start-up period thereafter. If the impediment is expected to be of a lasting nature and for which we are not responsible, we shall be entitled to withdraw from the contract in whole or in part. In this case, the buyer shall have no claims for damages against us. The buyer is not obligated to provide consideration and shall be refunded any down payment made.
4. Payment
4.1 Unless otherwise agreed, the invoice amount is due without deduction within 30 days of the invoice date.
4.2 If payment deadlines are exceeded, we will charge interest at a rate of 8 percentage points above the respective base rate of the European Central Bank per annum, unless higher damages are proven. Our claims become due immediately, irrespective of the term of any bills of exchange accepted on account of performance, if the Buyer has seriously breached contractual agreements and is responsible for such breach. In this case, we are entitled to demand advance payment for upcoming deliveries. Further claims remain unaffected.
4.3 The buyer is not entitled to set off our claims against counterclaims, unless such counterclaims are undisputed, ready for decision, or have been legally established. A right of retention on the part of the buyer is excluded, unless the buyer is not a business entity and the right of retention is based on the same contractual relationship.

5. Shipping
All sales are ex works Hamburg. Shipping is at the buyer’s expense and risk. Even in the case of partial deliveries, the risk passes to the buyer as soon as the shipment has been handed over to the person responsible for transport—regardless of whether that person is an employee of our company or a third party—or has left our premises for shipment. If the goods are ready for shipment and dispatch is delayed for reasons attributable to the buyer, the risk passes to the buyer upon the commencement of the delay in acceptance.
6. Warranty
6.1 The buyer must carefully inspect the delivered goods immediately upon arrival at the destination, even if
samples or specimens have been sent beforehand. The buyer must notify us in writing or by fax of any defect no later than 7 days after receipt of the goods at the destination, providing a detailed description of the defect. If the defect was not detectable upon delivery despite careful inspection of the goods, it must be reported immediately upon discovery. The delivery is deemed accepted if we have not received a notice of defect within these time limits. Notices of defects must always be directed to us directly.
6.2 In the event of a justified and timely notice of defect, we shall, at our discretion, provide subsequent performance by repair or replacement.
6.3 If the subsequent performance or replacement fails, the buyer may demand a reduction in the purchase price or withdraw from the contract. In the case of only minor defects for which we are not responsible, the buyer has no right of withdrawal.
6.4 If the buyer receives defective assembly instructions and has not yet assembled the subject matter of the contract, we are only obligated to deliver defect-free assembly instructions, and this only if the defect in the assembly instructions prevents proper assembly.
6.5 The foregoing provisions exhaustively set forth the warranty for our goods. In particular, we shall be liable for all other claims for damages to which the buyer may be entitled due to or in connection with defects in the delivered goods, regardless of the legal basis, exclusively in accordance with Section 7.
6.6 Warranty claims by our customers within the meaning of this Section 6 shall be barred by the statute of limitations one year after delivery of the goods. This shall not apply if we are accused of fraudulent intent.
6.7 Agreements between the buyer and its customers that go beyond the statutory warranty claims shall not be at our expense.
7. Liability
7.1 We shall be liable for claims for damages arising from culpable acts, regardless of the legal basis, including but not limited to default, defective delivery, breach of obligations arising from a contractual relationship or obligations during contract negotiations, tort, and product liability (excluding liability under the Product Liability Act), in cases of intent or gross negligence. Liability for slight negligence is excluded, unless material contractual obligations are breached, thereby jeopardizing the purpose of the contract (cardinal obligation). The term “cardinal obligation” describes, in abstract terms, those obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the contractual partner may regularly rely. In the event of a breach of a cardinal obligation, liability is limited to the damage typically foreseeable at the time the contract was concluded. This limitation does not apply to injuries to the buyer’s life, body, or health. Personal liability of our legal representatives, vicarious agents, and employees for damages caused by them through slight negligence is excluded. This does not apply in the event of injury to life, body, or health.

7.2 At our request, the Buyer is obligated, prior to making a claim against us, to first pursue all applicable claims against our supplier. To this end, we undertake to assign to the Buyer any warranty and indemnification claims to which we are entitled against our supplier. If the claim against our supplier is unsuccessful or if we do not wish to pursue such a claim, the buyer is entitled to assert a claim against us in accordance with this Section 7.
7.3 Claims for damages by our customers based on simple negligence within the meaning of this Section 7 shall be barred by the statute of limitations one year after delivery of the goods. This does not apply if we have fraudulently concealed the defect.
8. Retention of Title
8.1 All delivered goods remain our property (goods subject to retention of title) until the buyer has settled all existing claims and—if the buyer is a business—any claims arising after the conclusion of the contract. This also applies to payments made by the buyer toward claims specifically designated by the buyer.
8.2 Any processing or treatment of the goods subject to retention of title is carried out on our behalf as the manufacturer within the meaning of § 950 BGB, without imposing any obligation on us. Processed or treated goods are considered goods subject to retention of title in accordance with Section 8.1. In the event of the buyer’s processing, treatment, combination, or mixing of the goods subject to retention of title with goods of other origin to form a new item or a mixed stock, we shall be entitled to co-ownership thereof in the ratio of the invoice value of the goods subject to retention of title at the time of delivery to the value of the other processed or mixed goods. The co-ownership share shall be deemed reserved goods in accordance with Section 8.1.
8.3 If the goods subject to retention of title are combined with other items and an item belonging to the buyer is to be regarded as the principal item within the meaning of § 947 BGB, it is hereby agreed that a share of co-ownership in the ratio of the invoice value of the goods subject to retention of title to the value of the principal item shall pass to us, and the buyer shall hold the item in safekeeping for us free of charge. The co-ownership share shall be deemed reserved goods in accordance with Section 8.1.
8.4 The buyer shall store the goods subject to retention of title for us free of charge. Upon request, we must be allowed to conduct an inventory and ensure adequate labeling at the respective storage location at any time. The buyer must notify us immediately of any attachments or other infringements of our rights by third parties, providing all details necessary to enable us to take legal action against them.
8.5 The Buyer may sell the goods subject to retention of title only in the ordinary course of business under its normal terms and conditions and subject to a retention of title to the extent specified by us, so that its claims arising from the resale are assigned to us in accordance with Sections 8.6 through 8.8.
8.6 The buyer hereby assigns to us, effective immediately, all claims arising from the resale of the goods subject to retention of title—including those arising from contracts for work or contracts for the delivery of movable items to be manufactured or produced—together with all ancillary rights. We accept the assignment of these claims.
They serve as security for the goods subject to retention of title to the same extent. The buyer is only entitled to assign the claims to third parties with our prior consent.

8.7 If the Buyer sells the goods subject to retention of title together with other goods not supplied by us, the assignment of the claim arising from the resale shall apply only to the extent of the invoice value of our goods subject to retention of title at the time of delivery. In the case of the sale of goods in which we hold co-ownership pursuant to Sections 8.2 or 8.3, the assignment of claims shall apply in the amount of this co-ownership share.
8.8 The Buyer is entitled, until further notice, to collect claims arising from the resales pursuant to Sections 8.5 through 8.7.
8.9 If the buyer fails to fulfill obligations under this contract or other contracts with us, or if we become aware of circumstances that impair the buyer’s creditworthiness, then
- we may prohibit the resale, treatment, or processing of the goods subject to retention of title, as well as their mixing or combination with other goods;
- we may withdraw from this contract; in such case, the buyer’s right to possession of the goods subject to retention of title shall expire, and we may demand the return of the goods subject to retention of title; we are then entitled to enter the buyer’s premises and take possession of the goods subject to retention of title at the buyer’s expense and, without prejudice to the buyer’s payment and other obligations, to realize them to the best possible extent through private sale or by way of auction; we shall apply the proceeds of the sale to the buyer’s liabilities after deducting any costs incurred; we shall pay any surplus to the buyer;
- upon request, the buyer must provide us with the names of the debtors of the claims assigned to us so that we may disclose the assignment and collect the claims; All proceeds to which we are entitled from assignments must be remitted to us immediately upon receipt if and as soon as claims on our part against the buyer become due; we are entitled to revoke the direct debit authorization granted.
8.10 If the value of the security to which we are entitled exceeds the total claims by more than 10%, we shall release security of our choice at the buyer’s request.

9. Place of Performance, Governing Law, Jurisdiction
9.1 The place of performance for our deliveries is the respective shipping location of the goods. “Shipping location” refers to the place from which the goods are shipped. The place of performance for all of the buyer’s obligations is our registered office in Hamburg.
9.2 The relationship between us and the buyer is governed by the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) and other, including future, intergovernmental or international agreements shall not apply, even after their incorporation into German law.
9.3 The place of jurisdiction for all disputes arising from the delivery transaction is, at our discretion, Hamburg or the buyer’s registered office; for claims brought by the buyer, exclusively Hamburg. Statutory provisions regarding exclusive jurisdiction remain unaffected. This agreement on the place of jurisdiction does not apply to customers who are not merchants.
10. Final Provisions
10.1 Transactions with legal entities under public law and special funds under public law shall be treated in the same manner as transactions with business entities.
10.2 Should any provision of this contract be or become invalid in whole or in part, the invalidity of such provision shall not affect the validity of all remaining provisions of this contract. The invalid provision shall be replaced by a legally valid provision that comes as close as legally permissible to the economic purpose pursued by the invalid provision. The same applies to any loopholes in this contract.
Technische Antriebselemente GmbH