Terms and conditions
General Terms of Sale, Delivery and Payment of TPI-electronic components GmbH
§ 1 Scope of application
(2) We do not recognise any terms and conditions of the Buyer that conflict with or deviate from our General Terms and Conditions of Sale, Delivery and Payment unless we have expressly agreed in writing to the validity of conflicting or different General Terms and Conditions.
(3) The above provisions in paragraphs (1) and (2) shall also apply if we have not objected to deviating terms and conditions of the Buyer in individual cases or if we carry out the delivery to the Buyer without reservation in the knowledge that the Buyer's terms and conditions conflict with or deviate from our terms and conditions. Similarly, we shall not be bound if the Buyer's terms and conditions deviate from the statutory provisions, irrespective of their content.
§ 2 Offer and conclusion of contract
(1) Our offers are non-binding; they are only invitations to submit offers on the part of our potential customers.
(2) The order of the desired goods by the potential buyer can be placed either (remotely) verbally, in writing, by e-mail or fax and represents a binding offer to conclude a contract.
(3) We shall be entitled to accept this offer within a period of 14 calendar days by declaration in text form to the customer, whereby this period shall commence upon receipt by us in the case of an offer made by the customer (remotely) verbally, by e-mail or fax and, in the case of a written offer by the customer, upon posting of the offer letter by the customer (the postmark shall be decisive). If the customer does not receive an order confirmation after the expiry of the 14 calendar days, his offer shall be deemed rejected (cf. §§ 147 f. BGB).
(4) Illustrations, drawings, weight specifications, calculations, results of data processing operations and other information made available to the customer by us during contract initiation are not binding for the content of any subsequent contract, unless they are expressly designated by us as binding.
(5) In addition, our property rights, copyrights, trademark rights, design rights, utility rights and patent rights shall remain with us. They are only entrusted to the potential buyer for the purpose of the respective offer and may not be reproduced or made accessible to third parties, even in part, without our express consent. The documents handed over during contract initiation must be returned to us free of charge if the order is placed elsewhere.
§ 3 Prices
(1) Unless otherwise stated in our order confirmation, our prices are "ex warehouse".
(2) All prices are quoted by us in euros (EUR) or US dollars ($) and do not include the respective statutory value added tax, which is currently 19%. The prices do not include any other costs, for packaging, transport, assembly, or insurance. Transport or other packaging will not be taken back, but must be properly disposed of or recycled by the Buyer.
(3) Any fees, public charges or similar special charges shall be borne exclusively by the Buyer, unless statutory provisions expressly impose an obligation on us to bear costs.
§ 4 Delivery and delivery periods
(1) Delivery shall be made from our distribution centre, unless otherwise stated in the order confirmation.
(2) The risk of accidental loss and accidental deterioration of the goods - even in the case of partial deliveries and carriage paid delivery - shall pass to the Buyer at the latest as soon as the consignment has been handed over to the person carrying out the transport - even if one of our means of transport is used - or has left our warehouse for the purpose of dispatch. If despatch is delayed for reasons for which the purchaser is responsible, the risk shall pass to the purchaser on the day on which the goods are made available.
(3) If the Buyer is in default of acceptance, this shall be deemed equivalent to handover.
(4) Unless otherwise agreed, delivery dates shall be deemed to be estimated.
(5) We shall not be responsible for delays in delivery and performance due to force majeure and due to events for which we are not responsible, but which make delivery or performance significantly more difficult or impossible for us - these include in particular forces of nature, pandemics, strikes, lockouts, official orders, lack of self-supply through no fault of our own, etc., even if they occur at our suppliers - even if binding deadlines have been agreed. They authorise us to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time. If the hindrance lasts longer than three months, the buyer is entitled to withdraw from the contract after the fruitless expiry of a reasonable deadline set for us. Withdrawal is excluded if the buyer is solely or predominantly responsible for the circumstance which entitles him to withdraw or if the circumstance for which we are not responsible occurs at a time when the buyer is in default of acceptance.
(6) If the Buyer does not accept the goods despite our request, we shall be entitled to withdraw from the contract after the fruitless expiry of a reasonable deadline for acceptance set by us, which must be at least two weeks. The assertion of claims for damages shall not be excluded by the cancellation.
§ 5 Terms of payment
(1) Unless otherwise agreed, payment of the purchase price shall be made exclusively by bank transfer without deduction to our account.
(2) Unless otherwise stated in the order confirmation, the Buyer shall pay the purchase price immediately. The Buyer may only deduct a discount if he has been granted a corresponding discount in the order confirmation.
(3) The Buyer shall be in default, even without a reminder, in addition to the other cases regulated by law, at the latest if he does not pay within 30 days of the due date and receipt of an invoice or equivalent payment schedule or - if the time of receipt cannot be determined - 30 days after receipt of the goods. We shall then be entitled to demand default interest from the Buyer in the amount of 5 percentage points above the respective base interest rate; if the Buyer is an entrepreneur, the default interest shall amount to 8 percentage points above the base interest rate. This does not exclude the assertion of further damages.
(4) If changes become apparent in the Buyer's financial circumstances which are likely to call into question the fulfilment of the payment obligation towards us, i.e. in particular default of payment, cheque or bill protests, we shall be entitled to declare all his claims - including deferred claims - due immediately and to retain outstanding deliveries and/or services on the basis of contracts already concluded and/or to demand securities whose amount corresponds to the respective claim to be secured.
(5) In the cases of the above paragraphs (3) and (4), we are also entitled to make outstanding deliveries and/or services dependent on advance payment of the purchase price or other charges.
(6) If the Buyer fails to comply with our request for the provision of security or advance payment within a reasonable period, we shall be entitled to withdraw from contracts in whole or in part insofar as they have not yet been fulfilled. The assertion of claims for damages shall not be excluded by the cancellation.
§ 6 Cancellation
(1) Consumers have a statutory right of cancellation when concluding a distance selling transaction, about which the provider provides information below in accordance with the statutory model. The exceptions to the right of cancellation are regulated in paragraph (2). Paragraph (3) contains a sample cancellation form.
Cancellation policy
Right of cancellation
You have the right to cancel this contract within fourteen days without giving any reason.
The cancellation period is fourteen days from the day on which you or a third party named by you, who is not the carrier, have taken possession of the goods.
To exercise your right of cancellation, you must inform us of your decision to cancel this contract by means of a clear statement (e.g. a letter sent by post, fax or email). You can use the attached sample cancellation form, but this is not mandatory.
To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right of cancellation before the cancellation period has expired.
Consequences of cancellation
If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (except for the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees for this repayment.
We may refuse repayment until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earlier.
You must return or hand over the goods to us immediately and in any case within fourteen days at the latest from the day on which you inform us of the cancellation of this contract. The deadline is met if you dispatch the goods before the period of fourteen days has expired.
You shall bear the direct costs of returning the goods
You only have to pay for any loss in value of the goods if this loss in value is due to handling of the goods that is not necessary for checking their condition, properties and functionality.
(2) The right of cancellation does not apply to contracts for the delivery of audio or video recordings or computer software in a sealed package if the seal has been removed after delivery.
(3) The provider provides the following information about the model cancellation form in accordance with the statutory provisions:
Sample cancellation form
(If you wish to cancel the contract, please fill out this form
and send it back to us).
- I/we () hereby cancel the contract concluded by me/us ()
concerning the purchase of the following goods ()/ the provision of the following
service () - Ordered on ()/received on ()
- Name of the consumer(s)
- Address of the consumer(s)
- Signature of the consumer(s) (only for notification on paper)
- Date
(*) Delete as appropriate
§ 7 Offsetting and rights of retention
The Buyer shall only be entitled to set-off if his counterclaims against us have been recognised by declaratory judgement or are undisputed. The buyer is only authorised to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 8 Retention of title
(1) All goods delivered by us shall remain our property as long as we have payment claims against the Buyer.
(2) In the event of resale, the Buyer hereby irrevocably assigns to us the resulting claim for payment with all ancillary rights and securities; we hereby accept the assignment. The purchaser is freely and revocably authorised by us to collect this claim in his name, but for our account. The costs arising from the collection shall be borne by the buyer. At our request, the Buyer shall disclose the assigned claim by amount and debtor, provide all information necessary for collection and immediately hand over to us the relevant documents and immediately notify his debtor of the assignment in writing, without prejudice to the right of us to notify the debtor of the assignment ourselves.
(3) The Buyer shall be obliged to insure the goods delivered by us and subject to our retention of title from the time of the transfer of risk, in particular against unlawful removal, breakage, fire, water and other damage at least in the amount of the market value of the goods and to prove to us on request that the insurance policies have been taken out, for example by presenting the insurance certificates. If the buyer fails to fulfil this obligation despite our request, we shall be entitled to take out the necessary insurance policies at the buyer's expense. The Buyer hereby irrevocably assigns to us his claims for reimbursement from the insurance relationships against the insurance companies; we hereby accept the assignment.
(4) The Buyer is obliged to treat the goods subject to retention of title with care. If maintenance and inspection work should be necessary for this purpose, the Buyer must carry this out regularly at its own expense.
(5) The Buyer may neither pledge the goods subject to retention of title nor assign them as security. In the event of seizures and confiscations as well as other enforcement measures or dispositions by third parties, the Buyer must notify us immediately and send us the corresponding documents (seizure protocol, confiscation protocol, etc.). In addition, the buyer must state for the record that the goods are subject to our retention of title when these measures are carried out. If he violates these obligations, the resulting intervention costs shall be borne by the buyer, without prejudice to our further claims.
(6) We shall be entitled to withdraw from the contract and demand the return of the goods in the event of the Buyer's behaviour in breach of duty, in particular in the event of default in payment and/or breach of an obligation in accordance with the above paragraphs (3) to (5), which the Buyer continues despite setting a reasonable deadline for dutiful behaviour. The setting of a deadline is not required in the cases of § 323 (2) and § 324 BGB. The assertion of claims for damages is not excluded by the cancellation.
(7) If the value of the securities pursuant to paragraph (2) above exceeds our claim to be secured by more than 10%, the Buyer shall be entitled to demand release to this extent; we shall be responsible for selecting the securities to be released.
(8) The processing, mixing, or remodelling of the object of sale by the Buyer shall always be carried out on our behalf. The legal consequences are governed by §§ 947 ff. BGB APPLY. The Buyer shall also assign to us claims to secure our claims against him which arise against a third party through the connection of the object of sale with a property; we hereby accept this assignment.
§ 9 Warranty
The statutory provisions shall apply unless otherwise stipulated below:
(1) The Buyer shall notify us in writing of obvious and recognisable defects without delay, but at the latest within one week of receipt of the goods; timely dispatch shall suffice to meet the deadline. The Buyer is expressly advised of the obligation to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). The Buyer must notify us in writing of any defects that are not obvious and not recognisable within one week of their discovery; here too, timely dispatch shall suffice to meet the deadline.
(2) With regard to the quality of the object of purchase, only the product description in the order confirmation shall be deemed agreed. Public statements, promotions or our advertising do not constitute a contractually binding description of the quality of the goods, unless such a description is expressly agreed in writing between us and the Buyer.
(3) Natural wear and tear and the condition of the object of purchase impaired by unprofessional or improper handling are not defects. We also provide no warranty for damage or malfunctions caused by faulty installation or commissioning carried out by the purchaser, faulty or unsuitable power supply, operation with the wrong type of current or voltage or failure to carry out necessary or recommended operating and/or maintenance work. Likewise, no warranty is given if parts are replaced or consumables are used that do not correspond to the original specification.
(4) a) In the event of a defect, we shall be entitled, at our discretion, to initially remedy the defect (rectification) or deliver a defect-free item (replacement delivery) as part of the subsequent fulfilment owed. However, we shall have the right to refuse subsequent fulfilment if it is only possible at disproportionate cost. This is particularly the case if one type of subsequent fulfilment (e.g. rectification) exceeds the other type (e.g. replacement delivery) by more than 20%.
b) The costs are disproportionately high in particular if the total expenditure for subsequent fulfilment exceeds the value of the item in defect-free condition by more than 150% or the defect-related reduced value by more than 200%. The further rights of the buyer remain unaffected.
(5) The buyer reserves the right to reduce the purchase price or to withdraw from the contract at his discretion if the subsequent fulfilment fails. Subsequent fulfilment is deemed to have failed if two attempts at subsequent fulfilment fail. If the buyer then chooses to withdraw from the contract due to a legal or material defect, he is not entitled to any additional claim for damages due to the defect. If, on the other hand, the buyer chooses compensation for damages after the failure of subsequent fulfilment, the object of purchase remains with the buyer if this is reasonable for him. The compensation shall be limited to the difference between the purchase price and the value of the defective item. The above provisions of this paragraph shall not apply if we have maliciously caused or concealed the defect.
(6) In the event of a minor breach of contract, in the case of only minor defects, the Buyer shall not be entitled to withdraw from the contract.
(7) If, in the event of a return of goods due to a complaint, it turns out that the Buyer's complaint was unjustified, we shall be entitled to demand both the costs of dispatch and reasonable compensation for the inspection of the goods from the Buyer.
(8) Parts replaced under warranty shall become our property and shall be returned to us.
(9) The Buyer shall not receive any guarantees from us in the legal sense.
(10) The warranty period for entrepreneurs is one year from delivery of the goods.
§ 10 Limitations of liability
(1) We shall only be liable for damages other than those arising from injury to life, limb and health insofar as these are based on intentional or grossly negligent behaviour or on culpable breach of a material contractual obligation by us, our employees or vicarious agents. This also applies to damages arising from the breach of obligations during contract negotiations and from the performance of unauthorised acts. Any further liability for damages is excluded.
(2) Except in the event of injury to life, limb or health or wilful or grossly negligent behaviour on our part, on the part of our employees or vicarious agents, liability shall be limited to the damages typically foreseeable at the time of conclusion of the contract and otherwise to the amount of average damages typical for the contract. This also applies to indirect damages, in particular loss of profit.
§ 11 Lump-sum compensation
Insofar as we are entitled to claim damages based on these General Terms and Conditions of Sale, Delivery and Payment or in accordance with statutory provisions, we shall be entitled, at our discretion, to calculate the damages specifically or to charge a lump sum. The lump-sum compensation shall amount to 15% of the order value plus any expenses. We reserve the right to claim further damages. The buyer is expressly permitted to prove in a specific case that no damage or a reduction in value has occurred at all or that it is significantly lower than the lump sum and to demand a corresponding reduction.
§ 12 Applicable law, place of fulfilment, place of jurisdiction
(1) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The statutory provisions restricting the choice of law and the applicability of mandatory provisions, in particular of the country in which the customer as a consumer has his habitual residence, shall remain unaffected.
(2) The place of fulfilment for all rights and obligations arising from this contract is our registered office in Henstedt-Ulzburg.
(3) The place of jurisdiction for all disputes arising from and in connection with this contract is Henstedt-Ulzburg if the purchaser is a merchant, a legal entity under public law or a special fund under public law. This also applies to claims arising from bills of exchange and cheques payable elsewhere. We are nevertheless entitled to sue the buyer at any other legal place of jurisdiction.
§ 13 Miscellaneous
Should individually provisions of the contract, including these terms and conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. If a provision is invalid in whole or in part, the parties are obliged to agree on a provision whose success corresponds as closely as possible to the economic success of the invalid provision.
§ 14 Final provision
All previous terms and conditions of sale, delivery and payment are hereby cancelled.
Status of the GTC: 15/02/2024