General terms and conditions of sale of TCS AG

1. General
Our supplies, services and offers take place exclusively on the basis of these Terms and Conditions. These shall also apply to all future business relationships, even if they are not explicitly agreed again. Deviating terms and conditions of the customer only apply insofar as we have specifically agreed to them. In this case, the burden of proof is on the customer. These Terms and Conditions are considered to be accepted at the latest upon receipt of the goods or the performance of services. We herby contradict any and all adverse confirmations of customers referring to their terms and conditions and/or conditions of purchase.

2. Prices
All prices are defined as net prices ex works exclusive costs of cargo and packaging as well as turnover taxes. The prices valid on the day of delivery are always invoiced. Especially for customised items and deliveries which are made after 4 months after the conclusion of the contract, we are entitled to adjust prices due to changes in raw material costs, labour and material costs and / or overheads.

3. Shipment
Shipment takes place from the distribution center in Genthin/Germany according to Incoterms ®2010. We chose the most favorable means of transportation and routes. If the buyer has certain requirements the resulting costs are billed separately. The risk passes to the customer, as soon as the delivery has been handed over to the transportation or has left our distribution center. In the event that the delivery is delayed upon the customer’s request, the risk shall pass to the customer when the notice is given that the goods are ready for delivery.
We do not accept liability for loss or damage. Delivery times are defined by us in such a manner that they can be kept within the framework of an orderly course of business. Force majeure such as war, labor disputes, operational disruptions, disruptions during the transport or delays of our suppliers or other events for which we are not responsible, allow us to delay the delivery deadline by the duration of the disruption. Should we cause a delay of delivery, the buyer is entitled to fix a suitable deadline under the penalty of rejection with a minimum of two weeks. After its expiration the buyer is entitled to cancel the contract in written form. The buyer is entitled to compensation due to non-fulfillment only if the delay is caused intentionally or by recklessness. The buyer is entitled to compensation due to non-fulfillment only if the delay is caused intentionally or by recklessness and if it has been separately agreed in written beforehand. Furthermore, the liability for compensation is limited to the delivery value. Further compensation caused by intention or recklessness of the supplier remains unaffected by this.

4. Repurchase
Orderly delivered merchandise can only be repurchased with our previous written consent. For credits for undamaged goods we deduct 20% of the net invoice amount for administration costs, control and new packaging. There will be no credit for damaged merchandise or merchandise with a net invoice amount of less than 100,00 Euro. Custom-made products can not be repurchased.

5. Special versions
Special versions are only accepted if all technical details have been agreed upon and if there is an implementation drawing signed by the customer. The stated delivery period begins to run from the received order, from the time that all relevant documents are complete and have been received by the supplier. After the production has commenced a cancellation of the order is no longer possible.

6. Exports
Some foreign representatives or trade partners enjoy a local protection secured by contract. Therefore, our products may only be exported with our written consent.

7. Terms of payment
Invoices are payable within 14 days with 2% discount or within 30 days without discount or according to special price and condition contract. Early payment discount is only valid for the net value of the merchandise, not for freight and packaging. Invoices for services are payable immediately strictly net after 5 working days. The buyer is not entitled to hold back payment, unless notices of defects have arisen with obvious justification.
Unless otherwise agreed in writing, Payment terms are thirty (30) days. Unless otherwise agreed in writing payment has to be secured by an irrevocable letter of credit or a bank guarantee acceptable to TCS AG. Where payment is made by letter of credit, all costs of collection shall be for Buyer’s account. Cash discount is only granted on the net value of the merchandise, not on transportation and packaging. The buyer is not entitled to hold back the payment provided there is no notification of defects that are evident. A counterbalance of the buyer is only allowed if there are indisputable and legal counter demands. If the buyer does not keep deadlines of payments or circumstances are learned that lower the buyer’s credit rating, we reserve to deliver only with cash in advance or cash on delivery or demand securities. We reserve to deliver only with cash advance or cash on delivery or demand securities, where appropriate, we will stop the supply.

8. Warranty
There are no warranty claims possible in case of only insignificant flaws. If our delivery and performance is imperfect and the buyer therefore complains according to § 377 HGB (German code of commercial law) in time and in written form we will supply or repair at our choice. We must be granted an appropriate period of at least 10 work days if the defect appears during the limitation period if the defect existed already at the point of risk transfer. If the supplementary performance is unsuccessful the buyer is entitled to lower the
compensation or to withdraw from the contract. However, the withdrawal is only possible if the buyer has previously announced this to us in expressed written form with another period of grant. The period of warranty is 24 months. The buyer is entitled to recourse against us according to § 438 BGB (German Civil Law) only insofar as the buyer has not reached an agreement with his customer exceeding the legal fault claims. The buyer is entitled to demand compensation for the expenses required for touch provided the expenses do not increase because the object of the delivery has been moved to a location different from the original place of delivery, provided the transfer is in accordance with its intended use.
For our technically advanced products, DIN/VDE 0100 and other current German or European standards must be observed. The merchandise is to be hooked up and installed only by an qualified electrician. For our technically advanced products, DIN VDE 0100 and other applicable German and European standards must be observed. Installation and connection must only be carried out by a qualified electrician.

8.1 Simplified Processing

• There is a limitation period for warranty claims due to faulty products of two years starting with the proven installation at the final customer, however, at least three years after the production date.
• If the complaint due to faulty products is made within the said periods the manufacturer waives the proof of the initial fault.
• The manufacturer waives the proof that the final customer is a private consumer.
• In the case of complaints due to faulty products the manufacturer delivers replacement free of charge within short period. It is the responsibility of the qualified electrician to send back the faulty product to TCS either beforehand or after the product has been replaced.
• In return, the electrician waives the refunding of all further costs for replacement or repair of faulty products, but assumes these himself.

 

9. Claims for damages
We accept claims for damages and expenditure of the buyer (claims of damages), regardless of the legal argument, particularly due to neglecting the obligations of the debenture and prohibited action, only as far as our legal representatives or our vicars have acted intentionally or recklessly, or if the neglected obligation is of significance for reaching the contract purpose.
In case of slightly reckless neglect of our contract obligations our compensation is limited to damage typical for the contract and foreseeable. Compensation is at most twice the invoiced value of the products concerned.
The exclusion of liability and limited liability does not apply as far as we are conclusively accountable for injuring life, body or health or for damages on privately used items according to the law on product liability or because of other reasons.

10. Extended retention
The objects of the delivery (retention merchandise) remain the property of the supplier until all rights entitled towards the buyer according to the contract have been fulfilled. As long as the value of the security interest that the supplier is entitled to, does exceed the amount of all secured claims by more than 20%, the supplier will release the according part of the security interests if the buyer requests. As far as there are retentions the buyer is not permitted to mortgage or to transfer securities. The resale is only permitted to resellers in
the usual course of business and under the condition that the reseller is paid by his customer and that he sets the precondition that the ownership is transferred the customer only when he has met his payment obligation.

In case of seizure, sequestration, or other action or incursion of third parties, the buyer must inform us immediately.

In case of breach of duty of the buyer, particularly default of payment we are entitled to withdraw from the contract and to retract after an appropriate period has expired unsuccessfully. The legal regulations about the dispensability of setting a deadline remain untouched. The buyer is obliged to hand over the merchandise.

11. Concluding regulations
The laws of the Federal Republic of Germany shall apply to these business relationships and any and all legal relationships between the customer and us. The provisions of the UN Purchase Law shall not apply.
Insofar as the customer is a businessperson, a legal person, a public law entity or a special fund under pubic law, our commercial residence (Stendal) shall be the exclusive jurisdiction for any and all disputes arising directly or indirectly from this contractual relationship.
In the event that any provision of these Terms and Conditions or a provision within other agreements is or becomes invalid, this shall not affect the validity of the other provisions or agreements.

General terms and conditions of sale and delivery are available under http://www.tcsag.de/tcs/agb/ abrufbar.

Genthin, 01.03.2015

TCS TürControlSysteme AG · Geschwister-Scholl-Straße 7 · 39307 Genthin
Telefon +49 3933 8799-10 · Fax +49 3933 8799-11 · E-Mail info@tcsag.de