I General
For all sales and deliveries of T & T Tools and Technologies GmbH (hereinafter referred to as „Seller“) the following
General Terms and Conditions are exclusively applicable. With acknowledgement of the order they will become an
integral part of each delivery and remain legally effective for all subsequent deliveries even without specific reference.
Alterations of the Terms and Conditions are subjed to a written agreement. Diverging purchasing terms of the customer
which are not admitted by the Seller in writing are not binding even without the Seller’s express objection.
II Offer
1) All paperwork like catalogues, brochures, circulars, advertisements, illustrations, price lists, drawings, indications of
weight and size, given patterns and pattern data, forming part of the offer are only approximately authoritative unless they
are marked expressly and in writing as binding. The undertaking as to quality is only effective when made in writing.
2) The Seller reserves copyright and the right to title to drawings, plans and other technical records which are handed over to
the customer before or after completion of the contract. The customer may neither use, copy, duplicate them nor pass them
on to a third party nor disclose them without the Seller’s prior consent. On request of the Seller or in the event the
customer fails to place an order the records are to be returned immediately.
III Volume of delivery
1) The offers of the Seller are without obligation. An agreement will only come into existence after the Seller’s written
confirmation of the order or by delivery whereby in the latter case the Seller’s written order confirmation will be replaced
by the invoice.
2) As for the volume of the delivery the Seller’s order confirmation is authoritative, in case of a timed offer of the Seller and
its acceptance in due time, the offer is authoritative, provided that no timely order confirmation is on hand. Collateral
agreements and alterations are subject to the written confirmation of the Seller.
3) The Seller reserves the right to carry out modifications and improvements regarding the construction, the employment of
material and the constructional execution unless the object for sale is not modified considerably and the modifications are
reasonable for the customer. If these alterations entail changes in price the customer will be informed in time for approval.
IV Property rights, models, stencils
1) In case of delivery of articles which are manufactured to the customer’s drawings, models or other specifications, the
Seller will not be liable for violation of the property rights of a third party. If such rights are impaired on the execution of
an order, the customer will have to indemnify the Seller with regard to all claims which are asserted by a third party.
2) The Seller reserves the right to take unrestricted advantage of all models and tools which are manufactured by the Seller in
connection with the order unless contrary agreements are made in writing.
V Price and payment
1) In the absence of a specific agreement the prices are ex work Schönwald exclusive packing and loading. The costs for
packing, freight, insurance, customs and other expenses are for the customer’s account. The relevant legal turnover tax is
added to the price.
2) If a rise of the prices of material or the wages occurs which will affect the performance of the Seller indirectly or directly,
the agreed prices will rise subject to the additional expenses.
3) If the payment of the purchase price is not previously agreed payment will have to be made immediately in cash without
any deductions, free paying agent of the Seller.
4) 5) In case of delivery by instalments the Seller is entitled to issue the corresponding invoices.
For delayed payment interest on arrears will be charged amounting 5% above the relevant discount rate of the Deutsche
Bundesbank, however, at least 8%. The interest on arrears will be increased or reduced if the Seller furnishes proof of a
charge with a higher interest rate or the customer a proof with a smaller interest rate.
6) In case of non-compliance with the terms of payment or in case of circumstances which come to the Seller’s knowledge
after conclusion of the contract and which considerably reduce the creditworthiness of the customer along banking lines,
all claims will become immediately due after a reminder in which an additional period of time is set and refusal is
threatened, irrespective of the maturity of the received and credited bills. All respites and deferments of payment expire.
The Seller is entitled to execute all outstanding deliveries only against advance payment or after provision of security
and/or to withdraw from the contract after expiry of a reasonable period of grace under maintenance of his claims to
compensation for his expenditure.
7) The retention of payments or their offsetting against claims of the customer which have not become res judicata or which
are contested by the Seller are excluded.
VI Period of delivery for standard pieces and final review
1) The period of delivery starts with the dispatch date of the order confirmation but not before the final technical clarification
of the order or not before the production of all records and models which are to be provided by the customer and receipt of
an agreed down payment.
The period of delivery is adhered to when the object for sale has left the factory before expiry of the period or when the
customer has been informed that the article is ready for dispatch.
2) In case of force majeure or unforeseen obstacles which are beyond the intentions of the Seller such as interruption of
operations of any kind, strike, lockout, fire, delay of delivery of substantial raw materials or ancillary parts, as far as such
obstacles demonstrably exercise a considerable effect on the completion or delivery of the object for sale, the period of
delivery will be reasonably extended. The same will apply if these circumstances accrue on delivery.
3) The compliance with the period of delivery requires the customer’s adherence to the contractual obligations.
VII Passing of risk and handing over of the object for sale
1) When the object for sale is handed over to the forwarder, carrier or collector or, in case the Seller undertakes the transport
himself, with the start of loading, but not later than the time when leaving the Seller’s factory, the risk is passed on to the
customer even in case of deliveries by instalments or the Seller has taken over other expenses or services such as
forwarding charges or transport and setting up.
2) If the goods are ready for dispatch and the delivery is delayed due to circumstances for which the customer bears the
responsibility, the risk will be passed on to the customer at the date of notification that the goods are ready for dispatch,
however, the Seller is obliged to effect, on the customer’s demand and expense, the insurance which he requests.
3) Delivered articles are to be accepted by the customer without prejudice to the rights stated in paragraph X even if these
articles have irrelevant defects.
4) Deliveries by instalments are admissible.
VIII Retention of title
1) The seller retains title to the object for sale until all claims of the Seller against the customers incurred from the business
relation have been settled, including any future claim resulting from agreements which are made at the same time or later.
This also applies if individual or all claims of the Seller are taken up in a current account and the balance is struck and
accepted.
2) The customer is entitled to resell the object for sale in the ordinary course of business. He assigns already now all claims to
the Seller which will incur from the resale against the buyer or a third party, regardless whether the reserved goods are
resold prior or after processing. The customer is entitled to collect the claim even after the assignment. The authority of the
Seller to collect the claim remains unaffected. However, he commits himself not to collect the claim as long as the Seller
meets his financial obligations punctually. The Seller may demand the customer to disclose the assigned claims and the
relevant debtors, to provide all details required for the collection, to hand over the appropriate records and to inform the
debtor about the assignment. If the object for sale is resold along with other goods which are not the property of the Seller,
then the customer’s claim against the buyer amounting to the delivery price agreed between the Seller and the customer is
considered as being assigned. The Seller commits himself to release all securities due to him as far as their value exceeds
the claims, which are to be secured, by more than 20%, provided that they have not been settled yet.
3) The customer may neither pledge the object for sale nor assign it by way of security nor leave it to a third party in some
way or other without prior written consent. In case of contravention the claims accruing to the customer against a third
party are considered as being assigned to the Seller. The customer has to inform the Seller immediately by registered letter
about any pledging or seizure or any other disposal through a third party and he has to bear the costs of the measures to be
taken for discharging the attached goods, particularly the costs of third party proceedings if it is not possible to collect the
money from the opposing party.
T & T Tools and Technologies GmbH
4) In case of the customer’s lack of conformity with the contract especially delay of payment or if legal composition
proceedings are instituted against the customer’s property or if an administrator is appointed to realize and distribute the
assets of the bankrupt customer, the relevant residual amount will become immediately due which also applies to bills
with a later maturity date.
In this connection the customer can be prohibited from reselling the goods delivered with reservation of title. In addition
the Seller is entitled to take back upon reminder the goods delivered with reservation of title and the customer is obliged
to return them to the exclusion of any right of retention. All costs resulting from the taking back are borne by the
customer. The Seller is entitled to realize as soon as possible by private treaty the returned object for sale together with
the accessories without prejudice to the financial obligation of the customer. The assertion of the reservation of title and
the pledging of the object for sale by the Seller is not considered as rescission of the contract.
IX Setting up / installation
1) 2) We recommend the setting up or the installation of the delivered parts to be performed by our experienced fitters.
In case the setting up or the coming into operation on the spot is delayed without our fault, the customer will have to bear
all costs for the idle time and for any further required journey.
X Liability for faults of delivered goods
1) The Seller guarantees, corresponding to the respective state of technology, the faultlessness of the object for sale, which
also includes the existence of the expressly warranted characteristics, in material and working for a period of six months
beginning from the date of passing of risk according to paragraph VII.
According to the Seller’s reasonably exercised discretion the guarantee applies to the repairing or new delivery of the
parts with a fault in working or material, and for those parts which are inevitably damaged by those faults despite proper
handling of the object for sale.
The customer has to inform the Seller in writing immediately upon discovery of such faults – in case of apparent faults ten
days upon receiving the object for sale, in case of hidden faults immediately upon discovery. In all cases the customer’s
right to assert claims because of faults becomes statutebarred after six months starting from the date of the timely
complaint but not later than the expiry date of the guarantee period.
Parts which should be replaced are to be returned post-free or carriage paid. Replaced parts will become the Seller’s
property.
Safeguarding of the buyer’s interest the Seller determines the place where the repairing will be carried out. For
substantial products manufactured by a third party, the Seller’s liability is reduced to the assignment of liability claims
which are due to him against the supplier of the third party product as far as there is no lack of characteristics which are
expressly warranted.
2) If the Seller expressly admits a case of warranty, he will bear the costs of the cheapest way of dispatch and the reasonable
costs of assembly. The reimbursement of the assembly costs requires the assembly to be carried out by the Seller or by an
approved workshop of the Seller. Any further claims of the customer are excluded except those specified in paragraph XI.
3) For damages resulting from natural wear and tear no liability will be assumed. In addition no liability will be assumed for
all damages which are due to improper handling, such as inappropriate use, non-compliance with the operating and
maintenance instructions, incorrect assembly or putting into operation, incorrect repairing, excessive load or due to the
use of inappropriate equipment and material provided these damages are not attributable to the Seller’s fault.
4) Upon agreement with the Seller the customer has to allow the Seller the time and the opportunity required for all repairs
and replacements which seemed to be necessary according to the reasonably exercised discretion, otherwise the Seller is
dispensed from the liability for defects.
Only in urgent cases of endangering of the working security or for warding off disproportionately severe damages, about
which the Seller has to be informed immediately or if the Seller is in default with the remedy of the defect, the customer
has the right to remedy the defect himself or by a third party and to ask the Seller for reimbursement of the necessary
costs.
5) From the direct costs incurred by repairing or substitute delivery – as far as the complaint proves to be justified – the
Seller bears the costs for the spare part including the dispatch and the reasonable costs for dismantling and installation
and the costs for the necessary making avalaible of his fitters and auxiliary staff provided this is reasonably required in the
particular case.
As for the rest the customer bears all costs. The guarantee period of the spare part and the repairing is three months but
runs at least until the expiry date of the original guarantee period of the object for sale. The period for the liability of
defects of the object for sale will be extended by the duration of the interruption of operation caused by the rectification of
the defects.
6) In case the customer or a third party perform modifications or repairs improperly and without the prior consent of the
Seller, the liability for damages resulting thereupon will be avoided.
7) Further claims of the customer, especially the claim of compensation for damages which are not incurred at the object for
sale are also excluded. This exemption from liability does not apply in case of specific intent or gross negligence of the
owner or of a member of the executive staff. The same applies where expressly warranted characteristics are missing and
if it is the specific purpose of the warranty to cover the customer against those damages which are not incurred at the
object for sale.
XI Customer’s right of rescission of the contract
1) The customer may withdraw from the contract if the complete performance prior to the passing of risks is definitely
impossible for the Seller. The same applies in case of the Seller’s inability.
The customer may also withdraw from the contract if, in case of an order of identical objects, it is impossible with respect
to the amount to perform a part of the delivery and if he has a legitimate interest in rejection of a partial delivery. If this is
not the case, the customer may reduce the consideration accordingly.
2) In case of a delay of performance as specified in paragraph VI and if the customer allows the Seller being under delay a
reasonable period of grace with the express statement that he will refuse acceptance of the performance after expiry of the
period, and the period of grace is not kept, the customer may withdraw from the contract.
3) The customer is obliged to consideration if the impossibility of performance occurs during the default in acceptance or is
caused by the customer.
4) In addition the customer will have the right of rescission if the Seller lets ineffectually expire a reasonable period of grace
granted to him for repairing or for substitute delivery with respect to a fault for which he is responsible in the sense of the
terms of delivery. In any further cases of the Seller’s failure to repair or to carry out substitute deliveries, and in case of
impossibility of performance the customer’s right of rescission is also in force.
5) Further claims of the customer are excluded especially rescission, termination, reduction, and compensation claims
resulting from the impossibility of performance, default, positive violation of contractual duty, culpa in contrahendo and
tortuous act, also in respect of such damages which are not occurred at the object for sale, and claims for replacement of a
direct or indirect damage. This exemption from liability does not apply in case of specific intent or gross negligence of the
owner or of a member of the executive staff and in cases of faults of the object for sale where the Product Liability Act
protecting against personal injury and damage to property caused by privately used objects is applicable. In addition the
exemption does not apply in cases where expressly warranted characteristics are missing and if it is the specific purpose
of the warranty to cover the customer against those damages which are not incurred at the object for sale.
XII Seller’s right of rescission of the contract
In case of unforeseen events according to paragraph VI, the Seller has the right to withdraw from the contract completely
or partially provided the performance has become impossible due to the reasons specified therein. The customer has no
right to assert his claim for damages because of such a rescission.
XIII Miscellaneous
1) The assignment of rights and obligations to the contract require the prior written consent of the Seller to become effective.
2) Only German law is applicable to the exclusion of the United Nations Agreement of 11th April 1980 in respect of
contracts for the international sale of goods.
3) If some of the provisions of this contract or these terms become ineffective the validity of the contract will remain
unaffected. Within the scope of reasonableness the parties to the contract are obliged in good faith to replace ineffective
provisions by those terms which are tantamount to the economic profit.
4) Exclusive place of jurisdiction for all disputes resulting from the contractual relationship, also from bills and cheques, is