General Conditions of Sale
Version March 2021
1. These General Terms and Conditions shall apply to all - including future - contracts and other services. We shall not be bound by the purchaser's terms and conditions even if we do not expressly object to them once again upon receipt by us. Offers, order confirmations, deliveries and services shall be made by TECHNO-PARTS GmbH exclusively on the basis of these Terms and Conditions. Any counter-confirmations of the purchaser with reference to his terms and conditions of business and purchase are hereby expressly rejected.
2. Our offers are subject to change without notice. Any agreements, in particular verbal collateral agreements, promises, guarantees and other assurances of our sales employees shall only become binding upon our written confirmation.
3. The documents belonging to the offer, such as drawings, illustrations, technical data, reference to standards as well as statements in advertising material are not quality specifications, assurances of characteristics or guarantees unless they are expressly designated as such in writing. Any deviations of the delivery item from offers, samples, trial and pre-deliveries, as well as from dimensions, weight and quality are permissible in accordance with the applicable DIN/EN standards or other relevant technical standards.
1. Unless otherwise agreed, our prices are quoted ex-works, excluding packaging, postage, insurance, customs duties and other shipping charges, plus value-added tax in each case.
2. If the goods are delivered packaged, we shall invoice the packaging at cost price; within the framework of the statutory regulations, we shall take back packaging delivered by us if it is returned to us freight prepaid by the purchaser within a reasonable period of time.
3. Prices quoted free of freight charges shall apply on condition of open, unimpeded traffic on the eligible transport routes. Missing or additional freight, as well as waiting time costs incurred as a result of the purchaser's instructions, shall be borne by the purchaser.
III. Payment and Settlement
1. Our invoices are due within 10 days from the date of invoice. Payment must be made within this period in such a way that the amount required to settle the invoice is available to us at the latest on the due date. The buyer shall be in default at the latest 15 days after the due date of our claim, without the need for a reminder.
2. Counterclaims disputed by us or not legally established entitle the buyer neither to withhold nor to offset.
3. If the term of payment is exceeded, at the latest from default, we are entitled to charge interest in the amount of the respective bank rates for overdraft facilities, but at least interest in the amount of 9 percentage points above the base interest rate. We reserve the right to assert further damages caused by default. The receipt of money by us is decisive.
4. If it becomes apparent after conclusion of the contract that our payment claim is endangered by the buyer's lack of ability to pay, we shall be entitled to the rights arising from § 321 BGB (German Civil Code) (plea of uncertainty). We shall then also be entitled to demand payment of all claims arising from the current business relationship with the buyer which are not statute-barred and to revoke the collection authorization in accordance with Clause V/5. In the event of default in payment, we shall also be entitled to demand the return of the goods after expiry of a reasonable period of grace and to prohibit the further administration and processing of the delivered goods. Taking back the goods does not constitute withdrawal from the contract. The buyer may avert all these legal consequences by payment or provision of security in the amount of our endangered payment claim. The provisions of the Insolvency Code shall remain unaffected by the above provisions.
5. An agreed upon discount always refers only to the net invoice value excluding freight and presupposes the complete settlement of all liabilities of the buyer due at the time of the discount.
6. The rights of the customer from this contract are not transferable. A prohibition of assignment shall be agreed.
IV. Delivery Periods
1. Delivery periods and dates shall be deemed to have been met if the delivery item has been made available at our premises by the time they expire. Delivery dates stated by TECHNO-PARTS GmbH are non-binding unless expressly agreed otherwise in writing.
2. Our delivery obligation shall be subject to correct and timely self-delivery, unless the incorrect or delayed self-delivery is our fault.
3. The customer shall only be entitled to withdraw from the contract if the agreed upon delivery time has been exceeded by more than 10 weeks. In the case of a delivery date agreed in writing, the buyer may withdraw from the contract if he has previously given the seller an appropriate grace period of 14 days in text form to no avail.
V. Retention of Title
1. All delivered goods shall remain our property (reserved goods) until all claims arising from the business relationship have been settled, irrespective of the legal basis, including future or conditional claims.
2. The treatment and processing of the reserved goods shall be carried out for us as manufacturer within the meaning of § 950 BGB without any obligation on our part. The processed goods shall be deemed goods subject to retention of title within the meaning of Clause V/1. If the buyer processes, combines or mixes the goods subject to retention of title with other goods, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses due to combination or mixing, the buyer hereby transfers to us the ownership rights to which he is entitled to the new stock or item to the extent of the invoice value of the goods subject to retention of title and shall keep them in safe custody for us free of charge. We hereby already accept the transfer of rights to us. The resulting co-ownership rights shall be regarded as reserved goods within the meaning of Clause V/1.
3. The buyer may only sell the reserved goods in the ordinary course of business at his normal terms and conditions and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with Sections V/4 to V/6. He shall not be entitled to dispose of the reserved goods in any other way. The reserved goods may also not be used by the buyer as security for his creditors. This also applies in the context of financing by the buyer such as factoring or forfaiting.
4. The buyer's claims from the resale of the reserved goods are already assigned to us. They serve as security to the same extent as the reserved goods. If the reserved goods are sold by the purchaser together with other goods not sold by us, the assignment of the claim from the resale shall only apply to the amount of the resale value of the reserved goods sold in each case. In the event of the sale of goods in which we have co-ownership shares pursuant to Clause V/2, the assignment of the claim shall apply to the amount of such co-ownership shares. We hereby already accept the assignment.
5. The purchaser is entitled to collect claims from the resale until we revoke this right at any time. We shall make use of the right of revocation only in the cases specified in Clause III/5. At our request, the purchaser is obliged to inform his customers immediately of the assignment to us - unless we do so ourselves - and to provide us with the information and documents required for collection.
6. The purchaser must inform us immediately of any seizure or other impairments by third parties.
7. If the value of existing securities exceeds the secured claims by more than 20% of the realizable value in total, we shall be obliged to release securities of our choice at the buyer's request.
VI. Execution and Deliveries
1. With the handover of the goods to a forwarding agent or carrier, at the latest however, when leaving the warehouse or - in the case of drop shipments - the supplying plant, the risk passes to the buyer in all transactions, also in the case of carriage paid and carriage paid deliveries. Obligations and costs of unloading shall be borne by the buyer. We shall provide insurance only on the instructions and at the expense of the purchaser.
If dispatch or collection is delayed or becomes impossible through no fault of the seller, the risk shall pass to the buyer upon notification that the goods are ready for dispatch or collection.
2. We are entitled to make partial deliveries to a reasonable extent. In the case of manufactured goods, excess and short deliveries of up to 10% of the agreed quantity are permissible.
3. In the case of call-off orders, we shall be entitled to manufacture the entire order quantity in one piece or to have it manufactured. Any requests for changes can no longer be considered after the order has been placed, unless this has been expressly agreed. Unless firm agreements have been made, call-off dates and quantities can only be met within the scope of our delivery or manufacturing capabilities. If the goods are not called off in accordance with the contract, we shall be entitled to invoice them as delivered after a reasonable period of grace has elapsed.
VII. Liability for Defects
1. Claims for material defects by the buyer shall only exist if the goods delivered by us or services rendered by us deviate from the quality agreed in a written specification (technical delivery specifications) at the time of transfer of risk, and therefore cannot be used for the agreed purpose and we are responsible for this. The purchaser is solely responsible for the correctness and completeness of all purchaser information, the specification for the purpose intended by the purchaser and the application decision of the ordered goods and services. We do not assume any guarantee of quality and durability without an express written stipulation in the specification. This also applies if the DIN/ISO/EN standards valid at the time of the order are used to fill gaps in the specification.
2. We shall not be liable for material defects caused by unsuitable or improper use, faulty assembly or commissioning by the purchaser or third parties, normal wear and tear, faulty or negligent handling, nor for the consequences of improper modifications or repair work carried out by the purchaser or third parties without our consent. The same shall apply to defects which only insignificantly reduce the value or suitability of the goods.
3. The buyer shall inform us immediately in writing of any defects and provide us with all necessary information, in particular regarding storage, use and compliance with agreed or customary operating and maintenance conditions. Goods which are the subject of a complaint shall be handed over to us and made accessible to us for inspection and determination of the cause of the defect. If the buyer does not comply with the obligation to provide information and evidence and thus prevents a proper inspection by us, any claims for material defects shall be excluded. Furthermore, the regulation of § 377 HGB applies.
4. If defects are detected which are our fault or for which we are responsible under warranty, we shall bear the expenses incurred in connection with the inspection. In particular, such expenses must be in reasonable proportion to the purchase price of the goods. We shall not bear any expenses incurred by the fact that the goods sold have been taken to a place other than the buyer's registered office or place of business, unless this is in accordance with their contractual use. If such defects are not detected, the costs/expenses of the inspection shall be borne by the buyer.
5. In the event of any justified, immediate notification of defects, we may, at our discretion, either remedy the defect or deliver a defect-free item (subsequent performance). In the event of failure or refusal of subsequent performance, the purchaser may reduce the purchase price or withdraw from the contract after setting and unsuccessful expiry of a reasonable period, if the defect is not substantial, he shall only be entitled to the right of reduction.
6. Further claims are excluded in accordance with Clause VIII. This shall apply in particular to claims for compensation for damage which has not occurred to the goods themselves (consequential damage caused by a defect).
7. Claims against contractors in accordance with §§ 439 III., 445 a are excluded in the case of installation and removal of defective goods.
8. The buyer must himself check whether the goods ordered from the seller are suitable for the intended purposes. The unsuitable goods shall only constitute a defect if we have expressly confirmed their suitability to the buyer in writing beforehand.
VIII. General Limitation of Liability and Statute of Limitations
1. For breach of contractual and non-contractual obligations, in particular for impossibility, default, culpa in contrahendo and tort, we shall only be liable - also for our executive employees and other vicarious agents - in cases of intent and gross negligence, limited to the typical contractual damage foreseeable at the time the contract was concluded.
2. These limitations shall not apply in the event of culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is endangered, in cases of mandatory liability under the Product Liability Act, in the event of injury to life, limb or health and even if and insofar as we have fraudulently concealed defects or guaranteed their absence. The rules on the burden of proof shall remain unaffected by this.
3. Our obligation to pay compensation is excluded insofar as the purchaser for his part has effectively excluded or limited liability towards his customers. Claims of the buyer are also excluded to the extent that the damage is attributable to the buyer or a third party violations of operating, maintenance and installation instructions, unsuitable or improper use, storage, faulty or negligent handling, natural wear and tear or faulty repair. We shall only be liable for measures taken by the purchaser to prevent damage (e.g. recall actions for safety reasons) insofar as we are legally obliged to do so due to fault.
4. Unless otherwise agreed, contractual claims against us arising from or in connection with the delivery of the goods shall become statute-barred one year after delivery of the goods. This period shall also apply to such goods which have been used for a building in accordance with their usual use and which have caused its defectiveness, unless this use has been agreed in writing. This shall not affect our liability arising from intentional and grossly negligent breaches of duty or the statute of limitations of statutory rights of recourse. The statutory limitation period shall apply to these. In the event of subsequent performance, the limitation period shall not recommence.
1. We reserve the right of ownership and copyright to cost estimates, drafts, drawings and other documents; they may only be made accessible to third parties in agreement with us. Drawings and other documents belonging to offers are to be returned upon request.
2. Insofar as we have supplied items in accordance with drawings, models, samples or other documents provided by the purchaser, the latter shall guarantee that the industrial property rights of third parties are not infringed. If third parties prohibit us from manufacturing and supplying such objects by invoking industrial property rights, we shall be entitled - without being obliged to examine the legal situation - to discontinue any further activities and to claim damages if the purchaser is at fault. In addition, the purchaser undertakes to indemnify us immediately against all claims of third parties in connection therewith.
X. Place of Performance, Place of Jurisdiction and Applicable Law
1. Place of performance for our deliveries is our company. Place of jurisdiction for merchants shall be the registered office of our head office. We can also sue the buyer at his place of jurisdiction.
2. All legal relationships between us and the buyer shall be governed by the laws of the Federal Republic of Germany in addition to these Conditions, to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980.
XI. Data Protection
We are entitled to process and store the data about the buyer received in connection with the business relations in the sense of the Federal Data Protection Act, as far as is necessary for the fulfillment of our contractual obligations. A transfer of data to third parties will not take place in principle, unless this is necessary for the fulfillment of our contractual obligations. The buyer hereby agrees to this data processing, in particular he also agrees that we, TECHNO-PARTS GmbH, process his personal data also using the instant messaging service "WhatsApp". For its part, the buyer undertakes to comply with the provisions of data protection, in particular the DSVGO and the BDSG.
XII. Authoritative Version
In cases of doubt, the German version of these General Conditions of Sale shall prevail.
XIII. Severability Clause
Should any provision of these Terms and Conditions be or become invalid, void or unenforceable, the validity of the remaining provisions of our Terms and Conditions of Sale and Purchase shall not be affected thereby. In place of the invalid/void provision, we and the buyer shall agree on a provision that comes as close as possible to the purpose intended by the invalid/void provision. This shall also apply to the filling of any gaps in the contract.