General terms and conditions
General Terms and Conditions – Products and Goods Purchase
§1 General Information
These general terms and conditions shall apply for all deliveries and services unless expressly modified or excluded. Possibly conflicting purchaser’s conditions and supplements shall be legally binding only when confirmed by TTL Network GmbH in writing.
Information about weights, measurements, specifications, illustrations, prices and storage deadlines given in catalogues, brochures, mailings, cover letters and price lists are only guidelines and subject to change. They shall become legally binding when being expressly confirmed in a contract or business correspondence by TTL Network GmbH. Otherwise, the data applying on the day of delivery shall apply.
According to the German Federal Data Protection Act, TTL Network GmbH indicates that it records and processes data about their customers.
§2 Offers, Contract Completion, Delivery
TTL Network GmbH’s offers are subject to change and non-binding. Each customer’s order shall be in writing to become legally binding. This also applies to additions, alterations and supplements. Unless otherwise agreed, prices are ex stock, excluding sales tax, packing, transportation charges, postage, insurance and other shipping costs. If the customer does not accept the goods ordered until the date stated in the order confirmation, the prices on the day of delivery shall apply.
Customers are obliged to accept partial deliveries without prior agreement. They shall have the right to withdraw from a contract because of TTL Network GmbH failing to keep a delivery deadline only if they have granted TTL Network GmbH a respite of at least 4 weeks by registered letter. This shall not apply if TTL Network GmbH has confirmed a fixed delivery date in writing.
A claim to compensation is expressly excluded as far as legally applicable. This includes compensation for immediate damages and all other warranty claims.
Labour disputes, traffic congestions and force majeure relieve TTL Network GmbH of the obligation to deliver for the duration of the effects. TTL Network GmbH is entitled to withdraw from a contract due to the unperformed part. The customer is not entitled to damages.
For the calculation of individual deliveries, the latest price list TTL Network GmbH has sent to the customer shall be applicable. TTL Network GmbH is however eligible to pass on possibly incurring price increases (e.g. due to changes in exchange rates, increases in resource prices and shipping costs). All prices are ex stock Halle, Westphalia (Germany) excluding sales tax
§4 Warranty and Liability
Queries due to deficiencies of any kind (e.g. defects of quality or title, wrong deliveries, quantity variances, absence of warranted characteristics) are to be asserted immediately in writing to TTL Network GmbH. The customer is obliged to check a delivery for defects, wrong delivery, quantity variances etc. immediately upon receipt. TTL Network GmbH has to be notified of wrong deliveries, quantity variances and transport damages immediately, i.e. within seven days upon receipt.
A warranty exchange shall only be carried out if the goods are returned to TTL Network GmbH in the original packaging including all accessories. The goods must arrive postage paid and are returned by TTL Network GmbH postage unpaid. The exchange shall only be carried out after the receipt of the defective parts. A detailed defect description must be enclosed. Without this description and without copies of invoice or delivery note, an exchange is excluded.
The right to withdraw from a contract is only applicable if the complained defect cannot be remedied within three attempts with adequate time and opportunity given. The exchange of parts or complete units does not induce a new warranty period. Third-party interferences lead to the expiration of warranty. Exchanged parts become the property of TTL Network GmbH.
Defects in parts of delivered goods shall not entitle to the complaint of the complete delivery unless the part free of defects cannot be used otherwise.
§5 Contract Termination
Contracts without a minimum term are subject to notice of four weeks to the end of the month by registered letter for both parties. Customized products are not subject to notice.
Contracts with a minimum term of two years are subject to notice at the end of the minimum term at the earliest. Unless otherwise stated in the contract, TTL Network GmbH has to receive the notice at least four weeks before the day of it taking effect.
§6 Invoice and Payment
Invoice amounts are due on receipt without deduction. Payment targets shall be agreed in writing. Checks shall be accepted only on account of payment; bills of exchange shall not be accepted.
All payments shall be credited firstly against costs, then against interests and finally against the earliest customer’s receivable without regard of any other injunctions.
Subject to the assertion of further rights, delayed payments entitle TTL Network GmbH to charge a default interest rate of 5 % above the respective base rate according to section 247 subsection 1 BGB (German Civil Code). The base rate on 01.01.2003 is 1.97 %
Should the customer default on a payment and/or should TTL Network GmbH become aware of circumstances harming the customer’s creditworthiness, TTL Network GmbH is entitled to call all receivables immediately and to demand the surrender of all goods delivered by TTL Network GmbH for security reasons. In this case, TTL Network GmbH is also entitled to demand an advance payment or a security for the amount invoiced before the delivery of new goods or to withdraw from a contract.
The customer shall not be entitled to a right of retention. Existing warranty claims shall not affect the due date of TTL Network GmbH’s receivables.
§7 Reservation of Title
TTL Network GmbH reserves the proprietary rights to the goods delivered until full payment has been effected, including all additional costs, possible default rates, costs of enforcement, financing charges and other costs arising from the business relationship.
Until full payment of the purchase price including accessory claims and the payment of all shipments within the business relationship, the delivered goods remain the property of TTL Network GmbH.
Customers shall freely dispose of the goods owned by TTL Network GmbH in regular business as long as they fulfil their obligations arising from the business relationship on the dates due.
All receivables and titles arising from the resale on behalf of the customer (or a leasing right on goods owned by TTL Network GmbH granted to the customer, if applicable) of the goods subject to reservation of title shall be assigned as securities to TTL Network GmbH.
By request of TTL Network GmbH, customers shall provide information on the stock of goods owned by TTL Network GmbH, the location of leased goods and on the receivables assigned to TTL Network GmbH and inform their recipients about the assignment.
If the value of the goods assigned as securities exceeds the TTL Network GmbH’s receivables by more than 20 %, TTL Network GmbH shall release securities at the request of the customer to this extent.
§8 Shipping and Liability
As long as the customer does not specify a type of shipping, TTL Network GmbH chooses the cheapest type (train, mail, UPS, DPD etc.) at their own discretion. Shippings are carried out postage unpaid ex stock Halle, Westphalia (Germany).
Risks of shipments from the customer to TTL Network GmbH are born by customer, e.g. the risk of transportation until the arrival of the goods at TTL Network GmbH.
The liability for a delivery is transferred to the customer as soon as TTL Network GmbH hands over the goods to be delivered to the freight forwarder, forwarding agent, any other carrier or a person otherwise appointed to carry out the shipping.
Goods are only insured against transport damages at the specific request and at the expense of the customer.
§9 Other Agreements
For orders and delivery, only German law shall apply. Other national laws and the uniform law on the international sale of goods are excluded.
Should any part of these terms and conditions be invalid for any reason, it is to be replaced with a corresponding text, which is closed to the intended meaning in its economic effect. The rest of the agreement shall remain unaffected and valid.
Place of fulfilment and court of jurisdiction is Halle, Westphalia (Germany)
TTL Network GmbH
Halle, Westphalia (Germany), 2015