General Terms and Conditions of Delivery and Payment

For the purposes of these ALZB, we are the company that refers to these terms and conditions. Our contractual partner is also referred to as the customer or buyer.

§ 1 General, credit checks, property rights

(1) These General Terms and Conditions shall apply exclusively to all deliveries and services provided by us. This shall also apply to all future transactions of the aforementioned type, even if these terms and conditions have not been specifically referred to in individual cases.

(2) The terms and conditions of purchase or other terms and conditions of our contractual partner - hereinafter referred to as the Buyer - are hereby expressly rejected. We shall not be bound by them even if we do not expressly object to them again when the contract is concluded.

(3) These terms and conditions shall not apply to consumers acting within the meaning of Section 13 of the German Civil Code (BGB).

4) Any written form requirement under these terms and conditions shall be fulfilled by text form.

(5) Slight deviations are possible with regard to all information (dimensions, materials, colours, weights, illustrations, descriptions, drawings) in all our catalogues and price lists; samples may be obtained and checked for the desired requirements. For any deviations, § 5 number 1 paragraph 3 must also be observed.

6. we regularly check the creditworthiness of the buyer before concluding a contract. For this purpose we cooperate with Creditreform Bielefeld Riegel & Unger KG, Sunderweg 3, 33649 Bielefeld, and/or with Atradius, Opladener Straße 14, 50679 Cologne. For this purpose, we transmit the name and contact details (address) to the respective aforementioned company. Further information on data processing by Creditreform can be found at www.creditreform-bielefeld.de/EU-DSGVO or www.atradius.de/dsgvo.html.

7. We expressly reserve our industrial property rights. In particular, the following applies: We reserve ownership rights, copyrights and other property rights to our illustrations, brochures, calculations and other documents; they may not be made accessible to third parties without our consent.

§ 2 Offer, conclusion of contract, catalogue, price list

1. The offers of TTL Network GmbH are subject to confirmation. Orders are only binding for us if we confirm them or comply with them by sending the goods.
Excess or short deliveries of up to 5% are due to technical production reasons and cannot be objected to by the buyer.

2. We do not make any offer on the basis of information in catalogues and/or price lists; this information merely invites the buyer to make an offer.

§ 3 Delivery, delivery time, call-off/framework agreements, force majeure, acceptance

1. The stated delivery times are only approximate. Transactions for delivery by a fixed date must be expressly agreed.

2. Delivery periods shall commence at the earliest upon conclusion of the contract, but not before clarification of all details, knowledge of which is necessary for the execution of the order (e.g. artwork, stand sketches, colour specifications, etc.). In the event of an agreed partial or total payment in advance, the delivery periods and delivery dates shall not commence before we have received the agreed payment. If payment is not made by our contractual partner as agreed, our delivery periods and dates shall be postponed accordingly.

Call orders and blanket orders shall be deemed to be firm orders with an obligation to take delivery, whereby the agreed call quantities must be taken within 12 months of the first delivery, unless other deadlines have been agreed for the term of the agreement. After expiry of the term, we shall be entitled to deliver and invoice any partial quantities not yet delivered in full.

4. The delivery shall be ex works [Incoterm® 2020: EXW (registered office of TTL Network GmbH, Halle/Westphalia (central warehouse))].

5. The buyer shall also bear the transport risk if we exceptionally do not deliver in accordance with clause 4, e.g. free domicile. Transport insurance will only be taken out at the request of the buyer and only at the buyer's expense

6. We are entitled to make reasonable partial deliveries. Partial deliveries shall be invoiced at the value of the partial delivery and shall be paid by the buyer in accordance with § 9.

(7) In the event of delays in delivery due to force majeure, riot, strike, lockout, exhaustion of raw materials or operational disruptions for which we are not responsible, including at our suppliers, the delivery period shall be extended by at least the period until the disruption has been remedied, insofar as the disruption has an influence on the manufacture or delivery of the delivery item. We shall inform the buyer immediately of the beginning and end of such hindrances.
The buyer and we also have the right to withdraw from the contract in whole or in part in the event of permanent operational disruptions due to force majeure, riots, strikes, lockouts, raw material depletion or operational disruptions for which we are not responsible or in the event that we are not supplied by our suppliers through no fault of our own, to the exclusion of any claims for compensation. Any services rendered shall be reimbursed immediately in the event of withdrawal. The contractual partner who intends to withdraw from the contract in accordance with the above provisions must give two weeks' notice. Permanent operational disruptions in the aforementioned sense can be assumed if the disruption lasts longer than five weeks.
Force majeure in our favour within the meaning of this provision shall in any case be deemed to be an event beyond our control, the effects of which on the performance of the contract cannot be prevented by reasonable efforts on our part, including fire damage, floods, epidemics and pandemics (e.g. the CoVid 19 effects). This also applies with regard to such effects via our subcontractors. The Buyer and we agree that we are not responsible for pandemic effects.

8. Timely and correct self-delivery remains reserved. We shall also inform the buyer immediately of any such hindrances.
We are therefore not liable for delayed, non-existent or non-contractual deliveries caused by our upstream supplier, insofar as we are not at fault.
In particular, it is a prerequisite that we have concluded a specific covering transaction

(9) Claims for damages by the buyer due to delayed delivery are subject to § 5 number 2.

10. Insofar as acceptance is required, our deliveries and services shall be deemed to have been accepted, irrespective of any other (fictitious) acceptance, when

a) the delivery (and, if we owe this: also the installation) has been completed,
b) we have notified the buyer of the completion in accordance with lit. a and have requested the buyer to accept the delivery,
c) twelve working days have passed since the delivery or installation or the buyer has started to use our deliveries and/or services (e.g. has commissioned or further processed a delivery) and in this case six working days have passed since delivery or installation and
d) der Käufer die Abnahme innerhalb dieses Zeitraums aus einem anderen Grund als wegen eines uns angezeigten Mangels, der die Nutzung der Lieferung und/oder Leistung unmöglich macht oder wesentlich beeinträchtigt, unterlassen hat.

§ 4 Prices

1. Our prices are quoted ex works
- ex works [Incoterm® 2020: EXW (registered office of TTL Network GmbH, Hal-le/Westphalia (central warehouse))] and
- plus insurance, and
- plus all taxes and customs duties, which shall be invoiced at the rates applicable at the time of invoicing.

2. Packaging shall be charged at cost price. Freight costs are to be submitted by the buyer on request free of discount or reimbursed free of discount

3. If a delivery period of more than four months has been agreed, we shall be entitled to pass on to our contractual partner any cost increases for materials, production, assembly, personnel, delivery or the like that have occurred in the meantime due to price increases to the corresponding extent.
4. Our current price list shall be decisive for the calculation of individual deliveries.

§ 5 Warranty and liability

1. Insofar as we are obligated to subsequent performance, this shall be carried out at our discretion by means of rectification of defects or subsequent delivery. The place of subsequent performance shall be our registered office. § 377 HGB remains unaffected.
Replaced parts become our property. In the event of rectification of the defect, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labour and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the contractually stipulated place; the rights of the purchaser pursuant to § 439 III BGB shall not be restricted thereby.
Minor, technically unavoidable deviations in quality, colour, dimensions, weight or design do not constitute defects.
In addition, the buyer shall be entitled to the further statutory claims to rescission of the contract and reduction of the purchase price, insofar as the statutory requirements for this are fulfilled. Claims for damages exist exclusively in accordance with the following provisions.

2. In the event of a culpable breach of a material contractual obligation (so-called cardinal obligation), we shall be liable for damages if the statutory requirements are met, but the amount shall be limited to the typically occurring and foreseeable damage, unless otherwise stipulated below. Cardinal obligations are obligations the fulfilment of which is essential for the proper performance of the contract and the observance of which the buyer may regularly rely on, as well as obligations the breach of which jeopardises the achievement of the purpose of the contract.
The buyer shall be entitled to claims for damages against us in accordance with the statutory provisions without limitation in the statutory amount if these are caused by us, one of our legal representatives or vicarious agents and are based on
- culpable injury to life, limb or health, or
- a deliberate or grossly negligent breach of duty or
- mandatory statutory provisions on liability (e.g. the Product Liability Act or data protection law) or
- the breach of an obligation arising from an assumed procurement risk or an assumed guarantee.
are based.
Further claims for damages against us, our legal representatives and vicarious agents as well as persons employed in performing an obligation are excluded, irrespective of the legal grounds on which they are based.
The statutory distribution of the burden of proof shall apply.

3. we do not issue any guarantees unless these are individually and expressly agreed. If we issue guarantees, the following shall apply to these in any case and without prejudice to the statutory warranty rights: A guarantee exchange can only take place if the goods are returned to TTL Network GmbH complete in the original packaging with accessories. The goods must arrive carriage paid and will be returned by TTL Network GmbH carriage forward. The exchange will only be made after receipt of the defective parts. A detailed description of the defect must be enclosed. No exchange is possible without this description and without submission of the copy of the invoice or delivery note.

§ 6 Limitation

1. Claims of the buyer based on material defects shall become statute-barred after one year, unless,
(1) the goods delivered by us are goods which have been used for a building in accordance with their customary use and which have caused the defectiveness thereof, or
(2) the defect was fraudulently concealed or is based on an intentional breach of duty by us or our legal representatives or our vicarious agents or
(3) it is a matter of claims based on a guarantee or procurement risk assumed by us or
(4) they are claims for damages; or
(5) it concerns claims according to § 445a BGB.

2. In the cases of (1) to (4) of clause 1, the statutory limitation periods shall apply.
In case (5) of clause 1, the statutory limitation periods shall also apply if the last contract in the supply chain is a purchase of consumer goods within the meaning of § 474 BGB (in particular: Last purchaser buys an item from an entrepreneur as a consumer); otherwise (i.e. without the involvement of a consumer as last purchaser) the limitation period is 14 months.

(3) The statutory provisions on suspension, suspension of expiry and on the commencement and recommencement of the limitation period shall apply.

4. Sections 1-3 shall apply mutatis mutandis to defects of title.

§ 7 Offsetting and right of retention

Offsetting by the buyer with counterclaims or the assertion of a right of retention by the buyer is excluded, unless the offsetting or the right of retention is based on the same legal relationship or § 320 BGB (German Civil Code) or the claims are undisputed or have been established as final and absolute.

§ 8 Invoice and payment

Our invoices are due for payment immediately and without deduction. Discounts and target agreements shall only apply to the respective confirmed order and shall not constitute grounds for postponing the due date.

2. Bills of exchange shall only be accepted if specifically agreed, subject to the possibility of discounting and on account of payment. All costs including discount shall be borne by the buyer.

3. In the event of default in payment, we shall be entitled to charge default interest at the statutory rate. This does not exclude the assertion of further damage caused by default.

4. if the buyer defaults on a payment - for whatever legal reason - including a bill of exchange or cheque, or if he has suspended his payments, all our outstanding invoice amounts shall become due immediately, even if longer payment periods have been granted in individual cases.

5. If there is a significant deterioration in the financial circumstances of the buyer which endangers our claim from the respective legal relationship, we are entitled to demand advance payment or appropriate security. This shall also apply if such circumstances existing prior to the conclusion of the contract only become known to us subsequently.
If the advance payment or security is not made within the grace period despite a reminder and a reasonable grace period, we shall be entitled to withdraw from the contract and to claim damages, in particular damages in lieu of performance. In the aforementioned cases, payment or provision of security cannot be made dependent on the return of current bills of exchange.

§ 9 Retention of title

(1) If we have already received payment in full for an item when it is delivered, ownership shall pass to the buyer when the item is handed over to him, unless otherwise agreed in individual cases.

2. If we make advance performance through the delivery - i.e. if the goods are delivered at a point in time at which we have not yet received the remuneration owed for the respective goods or have not received it in full (goods subject to retention of title) - the following shall apply in addition:

(1) We shall retain title to all goods subject to retention of title delivered by us until the purchase price has been paid and beyond that until all our claims arising from the business relationship, including from contracts concluded at a later date and for whatever legal reason - including all contingent liabilities (in particular payment by cheque or bill of exchange) - have been paid.

(2) In the event that the retention of title only becomes valid by entry in certain registers or/and in compliance with special other legal requirements, the buyer undertakes to create these requirements. All costs resulting therefrom shall be borne by the buyer.

(3) The buyer is entitled to process and resell the reserved goods in the ordinary course of business as long as he is not in default with the fulfilment of his obligations towards us or stops his payments. The following shall apply in detail:

(a) The processing or transformation of the reserved goods shall be carried out for us as manufacturer within the meaning of § 950 of the German Civil Code (BGB) without obligating us. By processing or transforming the reserved goods, the buyer does not acquire ownership of the new item.
If the reserved goods are processed, mixed, blended or combined with other items, we shall acquire co-ownership of the new item in a proportion corresponding to the ratio of the invoice value of our reserved goods to the total value.
The provisions applicable to the goods subject to retention of title shall apply mutatis mutandis to the co-ownership shares arising under the above provisions.

(b) The buyer hereby assigns to us the claims arising from the resale or other sales transactions, such as contracts for work and materials, together with all ancillary rights, and also on a pro rata basis insofar as the goods subject to retention of title have been processed, mixed or blended and we have acquired co-ownership thereof in the amount of our invoice value or the goods have been permanently installed.
Insofar as the reserved goods are processed, mixed, blended or firmly installed, we shall be entitled to a first-ranking fraction of the respective claim from the resale in the ratio of the invoice value of our reserved goods to the invoice value of the object.
If the goods subject to retention of title are sold by the buyer together with other goods not supplied by us, the buyer hereby assigns to us a first-ranking share of the claim from the resale in the amount of the invoice value of our goods subject to retention of title.
If the buyer has sold this claim within the scope of genuine factoring, he hereby assigns to us the claim against the factor taking its place.
If the claim from the resale is placed by the buyer in a current account relationship with his customer, the buyer hereby assigns his claims from the current account relationship to us in the amount of the invoice value of the reserved goods.
The assignment includes in particular not only payment claims but also claims for surrender, in particular in the event that the buyer also resells under retention of title.

(c) We hereby accept the above assignments.

(d) The buyer is entitled to collect the claims assigned to us until revoked by us. The authorisation to collect shall expire upon revocation, which shall take place in the event of default in payment by the Buyer or cessation of payments by the Buyer. The same shall apply in the event of a significant deterioration in the financial circumstances of the buyer which jeopardises our claim. In these cases we are authorised by the buyer to inform the purchaser of the assignment and to collect the claim ourselves.

(e) Upon request, the buyer shall be obliged to provide us with an exact list of the claims to which the buyer is entitled, including the names and addresses of the buyers, the amount of the individual claims, the invoice date, etc., and to provide us with all information and documents necessary for the assertion of the assigned claims and to allow us to verify this information.

(f) Amounts received by the buyer from assigned claims shall be kept separately for us until they are transferred.

(4) Pledges or transfers by way of security of the reserved goods or the assigned claims are not permitted. We are to be informed immediately of any pledges, stating the pledgee.

(5) If the value of the securities to which we are entitled exceeds our total claim against the buyer by more than 10%, we shall be obliged to release such securities at the buyer's request.

(6) In the event of default in payment or suspension of payment by the buyer, we shall be entitled to take back the goods subject to retention of title, subject to the further statutory conditions. We may freely satisfy ourselves from the repossessed goods subject to retention of title.

(7) The buyer shall store the reserved goods for us free of charge. He shall insure them against usual risks such as fire, theft and water to the usual extent. The buyer hereby assigns to us his claims for compensation to which he is entitled from damages of the aforementioned kind against insurance companies or other parties obliged to pay compensation, in the amount of our claims. We accept the assignment.

§ 10 Other agreements

The place of performance, also for subsequent performance, is the registered office of TTL Network GmbH (Halle (Westphalia)).

(2) The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of such legal norms which refer to foreign legal systems and to the exclusion of the uniform international UN Convention on Contracts for the International Sale of Goods (CISG).

3. The place of jurisdiction shall be the registered office of TTL Network GmbH (Halle (Westphalia)); this shall also apply if we do not have our registered office there. Furthermore, we are entitled to file a claim against our contractual partner at the latter's general place of jurisdiction if the contractual partner's registered office is outside the Federal Republic of Germany. [Translated with DeepL. We cannot guarantee the accuracy of the translation.]

Status: June 2021