- General
1.1. Validity
1.1.1. The following conditions apply to all deliveries – including those from future transactions. Our terms and conditions of sale and delivery apply exclusively. We do not accept any terms and conditions of the purchaser that conflict with or deviate from our terms and conditions of sale unless we have expressly agreed to their validity in writing.
1.1.2. Our terms and conditions of sale and delivery also apply if we carry out the delivery to the purchaser without reservation despite knowing that the purchaser’s terms and conditions conflict with or deviate from our terms and conditions of sale. Transactions and agreements only become binding for us when they are confirmed in writing. Agreements that deviate from our terms and conditions only apply to the transactions for which they were expressly agreed in writing. They do not have retroactive effect nor do they apply to future transactions unless they are confirmed again in writing. - Offer and conclusion of contract
2.1. Basis Our offers are always subject to change. Verbal statements only become binding when confirmed in writing. By placing an order, the customer agrees to the validity of our general terms and conditions. The customer waives the inclusion of any of his own general terms and conditions.
2.2. Retention of title
2.2.1. Unless we have expressly assumed a liability, offer documents such as images, drawings, plans, material, weight and dimensions are only approximate. We reserve ownership and copyright to all offer documents. If drawings or sketches do not contain the protection notice, they are still protected. The offer documents may not be imitated, reproduced or made available to third parties or competing companies and must be returned immediately upon our request.
2.2.2. The buyer assumes liability for ensuring that third-party property rights are not infringed if our delivery is based on the buyer’s samples, drawings and models. We are then entitled to withdraw from the contract. Any damage that may arise must be compensated for by the buyer.
2.3. Scope of the service
2.3.1. Our order confirmation is the only decisive factor for the scope of the contractually owed service. Obligations are only established by our written confirmation.
2.3.2. In the event that no specifications are available from the buyer, our system descriptions apply as offered. Our offers can replace the specifications here.
2.3.3. Protective devices in accordance with accident prevention regulations will be supplied as agreed.
2.4. Changes We reserve the right to make any changes, such as the design or choice of material, even after sending an order confirmation, provided that these changes do not contradict either the order confirmation or the buyer’s specifications.
2.5. Trial, commissioning, pilot series material The buyer guarantees that we receive all items that are necessary and agreed for commissioning, adjustment, pilot series production and testing of the delivery item in a timely manner and in sufficient quantities. - Delivery
3.1. Delivery
3.1.1. The delivery time is based on the agreements between the contracting parties. Agreed delivery times begin when we receive the order signed by the customer. Unforeseen events, such as late delivery by a subcontractor, disruptions in the energy supply, strikes or operational disruptions due to force majeure, extend the delivery period accordingly. We reserve the right to withdraw if the aforementioned circumstances result in operational disruption lasting more than 4 weeks.
3.1.2. If the delivery item has left our company by the end of the delivery period or if readiness for dispatch has been reported, the delivery period has been met. If acceptance is to take place, the acceptance date is decisive – unless there is a justified refusal to accept – or alternatively the notification of readiness for acceptance.
3.1.2. The customer can withdraw from the contract without setting a deadline if we cannot comply with the entire service before the transfer of risk or after acceptance of essential delivery criteria from the specifications or order and the final use of the delivery item becomes impossible for the customer.
3.1.3. If an impossibility or inability occurs during the delay in acceptance or if the customer is solely or predominantly responsible for these circumstances, he remains obliged to provide consideration.
3.2. Delivery delays
3.2.1. Compliance with the delivery time by the supplier requires that all commercial and technical questions have been clarified between the contracting parties and that the customer has fulfilled all of his obligations. such as providing the necessary drawings for the raw and finished parts or making a down payment. If this is not the case, the delivery time will be extended accordingly. This does not apply if the supplier is responsible for the delay.
3.2.2. Compliance with the delivery period is subject to correct and timely usable deliveries from the customer. 3.2.3. If the shipment or acceptance of the delivery item is delayed for reasons for which the customer is responsible, the costs incurred due to the delay will be charged to the customer, starting one month after notification of readiness for shipment or acceptance.
3.2.4. If non-compliance with the delivery time is due to force majeure, faults in parts and equipment of a subcontractor or other events, the delivery time will be extended accordingly. The supplier will inform the customer of the start and end of such circumstances as soon as possible.
3.2.5. If the customer grants the supplier in default – taking into account the statutory exceptions, e.g. point 3.2.2. – a reasonable period of time to perform the service and the deadline is not met, the customer is entitled to withdraw within the framework of the statutory provisions.
3.3.Acceptance Acceptance is essential for all machines that are manufactured in our company. The place of acceptance is our factory in Istanbul.
3.3.1. Acceptance takes place after we have reported that the machine is ready or ready for acceptance. The acceptance must always be carried out by at least one person authorized by the customer.
3.3.2. With the acceptance of the item in the supplier’s premises, the following points are generally declared or confirmed, and thus the recognition of the factual and correct execution of the item, as defined in the order or in the specifications. Function, mechanics, pneumatics, hydraulics, electrical installation and programming, safety and documentation of the control and circuit. The documentation is not to be viewed as final but only as a general principle.
3.3.3. After completing the points listed in the acceptance protocol, the customer must ensure that the goods are carried out properly by personally ensuring that they are delivered. If delivery is requested without visually inspecting the defects from the acceptance, this is to be regarded as irrevocable recognition that the defects have been rectified.
3.3.4. In the case of services, the customer is the only one authorized to approve drawings/designs (e.g. for production). This means that the customer is responsible for the final inspection.
3.4. Shipping The contractual items are always shipped at the recipient’s expense and risk (unless otherwise contractually agreed).
3.4.1. The risk passes to the customer when the delivery item has left the factory, even if partial deliveries are made or the supplier has undertaken other services.
3.4.2. The risk passes to the customer from the day that the goods are ready for shipment if the shipment is delayed due to circumstances that are not attributable to us. We undertake to take out the insurance that the customer requests at the customer’s expense. - Prices and payment terms
4.1. The installation or assembly of the object of the order is always carried out and calculated according to our conditions and is only included in the price of an object if the conditions are expressly stated. The execution of this work will only be carried out upon written order from the customer or written confirmation from us.
4.2. The prices included in our offers are subject to change. They are ex works, excluding packaging, carriage costs, postage, freight and value insurance. Packaging is charged at cost price. Cost estimates for custom-made products, repairs and maintenance can only be given without obligation.
4.3. If the actual expenditure significantly exceeds the cost estimate, we will notify the customer immediately and obtain their further decision.
4.4. Price changes are permitted for fixed prices if the procurement prices of important raw materials (such as stainless steel) have increased by more than 10% between the conclusion of the contract and the agreed delivery date. If wages, material costs or market purchase prices increase after this time until delivery is completed, we are entitled to adjust the price accordingly. The buyer is only entitled to withdraw if the price adjustment significantly exceeds the increase in the general cost of living between the order and delivery.
4.5. In the absence of a special agreement, payment is to be made without any deductions to the supplier’s account, namely:
4.5.1. 50% of the order value after receipt of the order
4.5.3. 50% of the order value as soon as the readiness for delivery or the acceptance of the machine in our Istanbul factory, unless otherwise agreed.
4.6. We only accept all payment terms that are defined differently in the order if we have also confirmed them in writing.
4.7. Our invoices are due within 15 days of the invoice date without deduction.
4.8. In the event of late payment, we will charge interest of 5% points above the respective base interest rate without the need for a special agreement – subject to the assertion of further damages. - Retention of title
5.1. General We retain title to the delivery items until the delivery contract and all other outstanding claims have been paid in full.
5.2. Default in payment If the customer breaches the contract, in particular in the event of default in payment, we are entitled to take back the delivery item after two reminders. The customer is obliged to hand it over.
5.2.1. The customer is only entitled to withhold payments or offset them against counterclaims if his counterclaims are undisputed.
5.3. Seizure in general The assertion of the retention of title and the seizure of the delivery item by us do not constitute withdrawal from the contract.
5.4. The buyer must notify us immediately in writing of seizures or other interventions by third parties so that legal action can be taken in accordance with Section 771 of the Code of Civil Procedure. If the third party is unable to reimburse us for the legal and extrajudicial costs of a lawsuit in accordance with Section 771 of the Code of Civil Procedure, the customer is liable for the loss incurred by us. The buyer may not pledge the delivery item or transfer it as security until full payment has been made. In the event of seizures, confiscations or other dispositions by third parties, the buyer must inform us immediately. In the event of resale, the buyer hereby assigns to us all claims from resale in the amount of the final invoice amount (including VAT).
5.6. If software is included in the scope of delivery, the buyer is granted a non-exclusive right to use the software and the documentation supplied. It is provided for use on the delivery item supplied for this purpose. Any other use is prohibited. Otherwise, §§68a ff. of the Copyright Act apply.
5.7. Design and documentation documents are our property. They are only used for operating and operating the delivery item. They are subject to copyright §§69a ff. of the Copyright Act. Copying or transferring them to other delivery items requires our written consent. - Warranty – complaints about defects
6.1.Complaints about defects must be reported in writing immediately, but no later than 10 days after receipt of the contract item, if they relate to the external condition of the contract item.
6.1.1.The complaint about defects must be received by us within the aforementioned period. Defects that are only discovered after use must also be reported in writing immediately, within 10 days of discovery. If the customer fails to make a written complaint within the deadline, he loses his warranty rights.
6.1.2.If a defective item is delivered, we must be granted a reasonable period of time to repair or replace the item. The period that our supplier needs to deliver the replacement item or replacement parts or to remedy the defects is considered reasonable, plus a planning period of 6 weeks.
6.1.3. Claims for damages are excluded unless they relate to the lack of a guaranteed property.
6.1.4. In the event of rescission or cancellation of the purchase contract, the entire purchase price is not due or to be credited, but only compensation for the defect that is the reason for the rescission.
6.2. Liability For damages that are not caused to the delivery item itself, we are only liable for whatever legal reasons – in the case of intent – in the case of gross negligence – in the case of culpable injury to life and health – in the case of defects that were fraudulently concealed or whose absence was guaranteed – in the case of defects in the delivery item, insofar as liability was incurred under the Product Liability Act for personal injury or property damage to privately used items. - Place of performance The place of performance for delivery and payment is Ilmenau, Thuringia. Unless the law stipulates otherwise, the place of performance for all mutual claims is Ilmenau.
TENERAL TECHNOLOGIE GmbH
As of: May 13, 2017
