General Terms and Conditions of Purchase
§ 1 General Area of Application
(1) These Terms and Conditions of Purchase shall apply exclusively; we do not recognize any conflicting or deviating terms and conditions of the supplier unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we unconditionally accept the supplier's delivery despite being aware that the supplier's terms and conditions conflict with or deviate from our Terms and Conditions of Purchase.
(2) Any and all agreements made between us and the supplier for the purpose of executing this contract are to be recorded in writing in this contract.
(3) Our Terms and Conditions of Purchase shall only apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 Paragraph 1 BGB (German Civil Code).
(4) These Terms and Conditions of Purchase shall also apply to all future transactions with the supplier.
§ 2 Acceptance Period for Orders, Offer Documents and Other Documents
(1) The supplier is obliged to accept our order within a period of 2 weeks.
(2) We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for production on the basis of our order; after completion of the order, they are to be automatically returned to us. They shall not be shared with third parties.
§ 3 Prices and Terms of Payment
(1) Prices specified in the order are binding. If not otherwise expressly agreed in writing, the goods shall be delivered free of charge including packaging. The supplier must take back packaging material at our request and at his own expense.
(2) The price does not include the statutory sales tax.
(3) We can only process invoices if they include our order number; the supplier is responsible for all consequences resulting from non-compliance with this obligation unless it can prove that it is not responsible for them.
(4) Unless otherwise agreed in writing, we shall pay the purchase price within 14 days, calculated from delivery and receipt of invoice, with 3% discount or net within 30 days of receipt of invoice.
(5) We are entitled to the statutory rights of offsetting and retention. The supplier shall only have a right of offsetting or retention if counterclaims have been legally established or are undisputed.
§ 4 Delivery Time, Consequences of Delay in Delivery
(1) The delivery time specified in the order is binding.
(2) In the event that circumstances occur or become apparent to the supplier which indicate
that the agreed delivery time cannot be met, the supplier shall be obliged to inform us
immediately in writing.
(3) In the event of a delay in delivery, we shall be entitled to the statutory claims. In particular,
we shall be entitled to claim damages in lieu of payment and rescission after the unsuccessful
expiration of a reasonable period of time. If damages are claimed, the supplier shall have the
right to prove that the breach of duty is not the fault of the supplier.
§ 5 Transfer of Risk and Documents
(1) Unless otherwise agreed in writing, delivery shall be free of charge. The risk shall not be
transferred to us until the goods have been delivered to the agreed destination, even if
shipment has been expressly agreed upon.
(2) The supplier is obliged to include our order number on all shipping documents and delivery
notes; if the supplier fails to do so, we are not responsible for delays in processing.
§ 6 Examination of Defects and Liability for Defects
(1) We are obligated to inspect the goods for any deviations in quality or quantity within a
reasonable period of time by means of spot checks; the complaint shall be deemed to have
been made in good time if it is received by the supplier within a period of 10 working days from
receipt of the goods or, in the case of hidden defects, from discovery.
(2) We shall be entitled to the statutory warranty claims in full; in any case, we reserve the right
to demand that the supplier remedy the defect or deliver a new item at our discretion. The right
to compensation, in particular the right to compensation instead of payment, is expressly
(3) We shall be entitled to remedy the defect ourselves at the supplier's expense if there is an
imminent danger or special urgency.
(4) The period of limitation shall be 36 months, calculated from the transfer of risk.
§ 7 Product Liability, Indemnity and Liability Insurance Cover
(1) To the extent that the supplier is responsible for product damage, the supplier shall be
obliged to exempt us from claims for damages by third parties upon first request to the extent
that the cause lies within the supplier's sphere of control and organization and the supplier is
liable in relation to third parties.
(2) As part of his liability for damages within the meaning of paragraph 1, the supplier shall
also be obliged to reimburse any expenses in accordance with §§ 683, 670 BGB or §§ 830,
840, 426 BGB which result from or in connection with a recall action carried out by us. We shall
inform the supplier about the content and scope of the recall measures to be taken and to the
extent possible and reasonable thereof and give them the opportunity to comment. Other legal
claims are not considered.
3) The supplier is obligated to maintain a product liability insurance with a sufficient sum
insured per personal injury/property damage and as a lump sum and for the duration of this
contract, i.e. until the respective expiry of the limitation period for defects; if we are entitled to
extensive claims for damages, these shall remain unaffected.
§ 8 Property Rights
(1) The supplier guarantees that in connection with and through the delivery, no rights of third
parties within the Federal Republic of Germany will be violated.
(2) If a third party makes a claim against us for this reason, the supplier shall be obliged to
relieve us of these claims upon our first written request; we shall not be authorized to make
any agreements with the third party and without the consent of the supplier, in particular, to
reach a settlement.
(3) The supplier's obligation to indemnify refers to all expenses necessarily incurred by us as
a result of or in connection with claims asserted by a third party.
(4) The limitation period for these claims is 30 years, beginning with the conclusion of the
§ 9 Confidentiality
The supplier is obliged to keep all received documents, specifications, drawings and other
documents and information strictly confidential. These may only be disclosed to third parties
with our express consent. The obligation to maintain secrecy shall also apply after completion
of this contract; it shall expire if and to the extent that the manufacturing knowledge contained
in the illustrations, drawings, calculations and other documents provided has become generally
§ 10 Retention of ownership
The transfer of ownership of the goods to us shall take place unconditionally and regardless
of the payment of the purchase price. In any case, all forms of extended or prolonged retention
of ownership are expressly excluded, so that any retention of ownership effectively declared
by the supplier shall only apply until the goods delivered to us have been paid for in full.
§ 11 Obligation of the Supplier
The supplier shall immediately inform TLS in writing about non-compliant processes or noncompliant
materials. The supplier will not supply TLS with forged parts, forged raw materials
or documents forged about raw materials. In the event of a liability claim against TLS, the
supplier, TLS or regulatory authorities shall grant a temporary right of access to the affected
departments, processes and documents.
§ 12 Jurisdiction, Place of Fulfilment and Applicable Law
If the supplier is a merchant, our place of jurisdiction shall be the registered office of TLS;
however, we shall also be entitled to sue the supplier at the court of his place of jurisdiction.
Unless otherwise stated in the order, our place of business shall be the place of delivery
(obligation). The law of the Federal Republic of Germany applies exclusively. The provisions
of the CISG/Uniform Law on the International Sale of Goods and the Law on the Conclusion
of International Sales Contracts for Goods are expressly excluded.
General Terms and Conditions of Sale
Transactions with entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 Paragraph 1 BGB (German Civil Code) shall be performed exclusively under the following conditions. We shall only acknowledge terms and conditions of the purchaser which conflict with or deviate from our terms and conditions of sale if we expressly agree to their validity in writing. These terms and conditions of sale shall also apply to all future transactions between the contractual parties.
§ 1 Offers
Our offers are subject to change without notice.
§ 2 Orders
Orders placed with us are immediately approved for production. As a result, orders cannot usually be cancelled even if the date of delivery is postponed. We insist on acceptance of the products by the purchaser or compensation in the case of custom-made products.
§ 3 Prices
(1) Prices quoted do not include packaging and shipping. Deviations are subject to special written agreement. The prices are net prices and do not include the applicable sales tax.
(2) Price and service specifications as well as other declarations or assurances are only binding if they have been made or confirmed in writing. Any prices agreed upon shall only apply to the respective order which has been placed.
(3) Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or more after conclusion of the contract.
§ 4 Delivery Times or Schedules
(1) Delivery schedules shall be honored wherever possible. Information regarding delivery times is approximate and non-binding. The beginning of the delivery period as specified by us presupposes the timely and proper fulfillment of the purchaser's obligations. We reserve the right to claim breach of contract.
(2) Force majeure and inability to perform on our part or on the part of our suppliers through no fault of our own (e.g. traffic and operational disruptions, strike, shortage of materials, etc.) shall entitle us to postpone delivery or to withdraw from the contract in whole or in part without thereby entitling the customer to any claims. Partial deliveries are permissible.
(3) If the purchaser is late in accepting delivery or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage we incur in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions apply, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the purchaser at the point in time at which the customer is in default of acceptance or debtor's delay.
§ 5 Payments
(1) Our invoices are payable in full within 14 days of the invoice date. Discounts may only be deducted with a special written agreement. Only the accounts listed on the front of the invoice are to be paid.
(2) We reserve the right to invoice new customers in advance.
(3) If a due invoice amount is not paid despite repeated reminders, all other outstanding invoice amounts shall also become due for payment and we reserve the right to demand immediate payment, even if the agreed term has not yet expired. The legal default interest and default lump sums shall be added. We reserve the right to claim compensation for damages caused by delay.
(4) We reserve the right to accept bills of exchange, checks, instructions and the like at our own discretion. This acceptance is made only on account of payment. We shall be reimbursed immediately for any discount and collection charges and for interest. We only accept bills of exchange that are accepted by the state central bank.
(5) Offsetting or retention by the purchaser is excluded unless the offsetting or retention claim is undisputed or has been legally established.
(6) We are entitled to refuse to exercise the right of retention by providing security or a guarantee.
(7) If the purchaser discontinues payments, if there is excessive debt or if insolvency or composition proceedings have been filed or if the purchaser is in arrears with the encashment of due bills of exchange or checks, our total claim shall become due immediately. This also applies in the event of any other significant deterioration in the purchaser's economic situation. In these cases, we are entitled to demand sufficient collateral or to withdraw from the contract.
§ 6 Shipping
Delivery is always made at the expense and risk of the customer. Unless we are given special instructions, we will send the goods to the address indicated according to our best judgement and without assuming any liability for the most economical shipment.
§ 7 Retention of Ownership
(1) The goods shall remain our property until all claims owed to us by the purchaser have been satisfied, even if the individual goods have been paid for. Pledging or transfer by way of security of the reserved goods is not permitted.
(2) The purchaser is entitled to resell the reserved goods in normal business transactions. Claims against the customer arising from the resale of the reserved goods are hereby assigned by the purchaser to us in the amount of the final invoice amount agreed with us (including sales tax). This transfer of ownership shall apply irrespective of whether the purchased item has been resold without or after processing. The purchaser is entitled to collect the claim even after the transfer of ownership. This does not affect our authority to collect the claim ourselves. We will however not enforce the claim as long as the purchaser meets the payment obligations from the proceeds received, is not in default of payment and, in the absence of insolvency proceedings or suspension of payments.
(3) The processing and reworking or modification of the purchased item by the purchaser shall always be carried out in our name and on our behalf. In such cases, the expectant right of the purchaser to the object of sale shall continue to apply to the modified object. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion of the objective value of our purchased item to the other processed items at the time of processing. The same shall apply in the event of amalgamation. To the extent that the amalgamation takes place in such a way that the purchaser's item is to be regarded as the main item, it shall be considered agreed that the purchaser assigns co-ownership to us on a pro-rata basis and stores the resulting sole ownership or co-ownership to us. Furthermore, in order to secure our claims against the purchaser, the purchaser assigns such claims to us that accrue to him against a third party through the combination of the reserved goods with a piece of real estate; we hereby accept this assignment.
(4) We commit ourselves to release the securities to which we are entitled at the purchaser's request insofar as their value exceeds the claims to be secured by more than 20%.
§ 8 Warranty and notice of defects as well as recourse/ manufacturer's recourse
(1) The purchaser's warranty rights presuppose that he has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code).
(2) Claims for defects shall become statute-barred 12 months after delivery of the goods delivered by us to our purchaser unless otherwise agreed. Claims for damages in case of intent and gross negligence as well as in case of injury to life, body and health, which are based on an intentional or negligent breach of duty by the user, shall be subject to the statutory limitation period. Prior to any return of goods, our consent must be obtained.
(3) If, in spite of all the care taken, the delivered goods exhibit a defect which already existed at the time of the transfer of risk, we shall, at our discretion and subject to timely notification of the defect, either repair the goods or deliver replacement goods. We always have to be given the opportunity to remedy the defect within a reasonable period of time. Recourse claims remain unaffected by the above regulation without restriction.
(4) Should the subsequent improvement fail, the purchaser may - notwithstanding any claims for damages - withdraw from the contract or mitigate the remuneration.
(5) Warranty claims do not apply in the case of insignificant deviations from the agreed quality, in the case of insignificant impairment of usability, in the case of natural wear and tear as well as in the case of damage occurring after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable equipment or due to special external influences which are not assumed under the contract. If the purchaser or third parties carry out improper repair work or modifications, no warranty claims shall exist for these and the resulting consequences.
(6) Any claims by the purchaser for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, shall be excluded insofar as such expenses increase because the goods delivered by us were subsequently taken to a location other than the purchaser's branch office, unless such transport corresponds to their intended use.
(7) The purchaser's right of recourse against us is limited to cases where the purchaser has not reached any agreements with his customer that go beyond the legally mandatory claims based on defects. Paragraph 6 also applies mutatis mutandis to the scope of the purchaser's right of recourse against the supplier.
§ 9 Other
(1) This contract and all legal relations between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) If not otherwise stated in the order confirmation, the place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be our place of business.
(3) The Purchaser's right of recourse against us shall only exist to the extent that the Purchaser has not entered into any agreements with its customers which go beyond the legally mandatory claims based on defects.