Terms and conditions
§1 Scope of application
(1) The following general terms and conditions (“GTCs”) apply to all first-time and ongoing business relationships between us and our customers. They also apply to all future business dealings insofar as these business dealings are of the same type. Our deliveries and services are carried out exclusively in accordance with these GTCs. Deviating conditions, including our customers’ purchasing and quality assurance conditions, do not apply, even if we do not explicitly contradict them. Deviating or contradictory conditions shall only apply if they have been explicitly acknowledged by us in writing. The Technomix delivery conditions in their valid edition also form a supplementary and integral part of our GTCs.
(2) Any additional agreements relating to these GTCs must be made in writing. (3) The general terms & conditions shall only apply to business owners within the context of § 14 BGB (German Civil Code).
§2 Quotations
(1) Quotations are non-binding and subject to change unless they have been explicitly indicated in writing as binding quotations.
(2) If an order qualifies as a quotation in accordance with § 145 BGB (German Civil Code), Technomix can accept this within two weeks.
(3) For quotations that have been indicated as binding, a contract shall be formed if and when our quotation is accepted by the customer within a period of two weeks of the quotation date. Upon expiry of this period, the quotation is no longer binding. A contract shall also be formed if and when the customer accepts the goods after delivery. Prices indicated in binding quotations are only binding for us within the acceptance period.
§3 Prices and payment conditions
(1) Insofar as no alternative arrangements have been made, payment (net price plus VAT) is due within 14 days of receipt of the invoice, without deductions. Timely payment of the invoice shall be judged in terms of when the sum has been received to our bank account(s). Deduction of discounts requires special written agreements. Any such discount agreements do not apply to freight, postal charges, insurance or other shipping costs.
(2) Technomix is entitled to immediately demand accelerated payment of all outstanding invoices relating to the business relationship if the client defaults on the payment of any invoice by more than one month; if the client has failed to pay the outstanding invoice(s) within two weeks of receipt of a written overdue notice; and if Technomix has informed the client about the consequences of failing to pay said invoice(s) in the overdue notice. In addition, Technomix is entitled to withhold any goods which have not yet been delivered, as well as to cease further work on ongoing orders and to withdraw from any contracts already agreed with the customer if the customer has not paid in advance or provided security. The right to demand accelerated payment does not apply in the case of minor or negligible invoices.
(3) Advance payment of reasonable sums may be demanded.
(4) Partial invoices can be issued for any services already rendered. They do not have to be referred to as partial invoices. Receipt of the invoice does not mean that the order has been fully cleared by Technomix.
(5) For invoices that are not paid by the due date, we are entitled to charge a default interest rate of 8% above the basic interest rate. If we are able to prove that further damages have been caused by the customer’s delay in paying us, we are entitled to lodge a claim for this. However, the client is entitled to provide evidence to us that no damage, or a much smaller amount of damage, has been caused to us as a result of the late payment.
(6) Should the customer terminate the contract without a significant reason (§ 649 sentence 1 BGB), they must provide compensation for services rendered without fault prior to termination of the contract. In addition, the customer is obliged to pay us a compensation fee totalling 10% of the portion of the ordered amount which was not performed. It is incumbent upon the client to prove that the damages are lower. Assertion of unusually high damage claims by us in individual cases is not excluded.
§4 Storage and right of retention
(1) Items provided by our customer are to be delivered to us carriage paid. Acknowledgement of receipt is issued without liability for the accuracy of the quantities stated as delivered or for the correctness of the delivered items.
(2) The transportation to us or from us of items that belong to or are in the possession of our customer takes place at the customer’s own risk.
(3) In accordance with § 369 HGB (German Commercial Code), we retain a right of retention in respect of all of our customer’s items in our possession until all due claims arising from the business relationship have been paid in full.
§5 Deliveries, delivery deadlines and delivery dates
(1) Partial deliveries are permitted and oblige our customer to pay the pro rata amount, unless a partial delivery would be unacceptable for our customer.
(2) Deliveries from the factory take place at the customer’s risk and expense.
(3) The choice of shipping route is left to our discretion unless otherwise agreed. If the shipping route or method are changed upon the customer’s request after the order has been confirmed, all costs arising from this shall be borne by the customer.
(4) Transport insurance shall only be taken out at the express request and expense of our customer.
(5) The delivery deadlines provided by us are approximate and subject to change without notice, unless time bargains have been expressly agreed upon on an individual basis in accordance with § 323 Subs. 2 No. 2 BGB or § 376 HGB. They shall only apply if we have received all documents, permits and approvals required for the performance of the contract from the customer in good time, as well as any agreed advance payment.
(6) In the case of force majeure or other unforeseeable, exceptional circumstances over which Technomix has no influence and whose consequences could not have been avoided even if reasonable care had been taken, delivery deadlines – even if confirmed – shall be extended accordingly. If performance of the contract is impossible or unreasonable for us due to the aforementioned circumstances, we shall be exempted from our duty to perform. In such cases, the customer shall have no right to claim compensation.
(7) Should we be responsible for a late delivery, our customer shall grant us a reasonable grace period to allow us to deliver the goods. After this, provided the customer can provide proof of damages, they are entitled to demand 1% per full week delayed, but in total no more than 10%, of the value of the part of the delivery that was delivered late due to the delay, however not less than EUR 40. Limitation of damage caused by delayed payment shall not apply insofar as we are compulsorily liable in cases of malice, gross negligence, injury to life, body or health, or in accordance with any other legal regulations. The customer may only withdraw from the contract within the limits of legal provisions if we are responsible for the delay in delivery. This provision does not imply a change in the burden of proof to the detriment of the customer. Upon our request, the customer shall clarify within a reasonable time frame whether they wish to withdraw from the contract due to delay, or insist upon delivery.
(8) Should our customer fail to accept individual contractual deliveries or partial deliveries or refuse receipt of them, we may grant the customer a reasonable grace period. Once this period has expired without success, we shall be entitled to withdraw from the contract or to claim damages.
§6 Warranty
(1) The Technomix warranty only covers the goods and services explicitly specified in the contract. Technomix must be immediately notified in writing of any identifiable defects or the absence of any promised characteristics within a preclusion period of two weeks of receipt of the goods or services, in particular the test report, inspection certificate or similar. Once this notification period has expired, identifiable defects and the absence of promised characteristics can no longer be asserted effectively.
(2) In the case of a justified notice of defects, Technomix shall have the unrestricted right to inspection and examination of the complaint. For the purposes of verifying claimed defects, Technomix is to be provided with any logs, operating reports etc., as well as all relevant information.
(3) Should a defect be ascertained, Technomix shall rectify this within a reasonable period by delivery or performance of a new, defect-free item or by elimination of the defect, as we see fit (supplementary performance). In the case that supplementary performance is only possible at unreasonable expense, Technomix can refuse this. Should the supplementary performance fail, the customer is entitled to demand withdrawal or mitigation, as they see fit. Withdrawal is limited to the respective partial performance if the remaining parts of the performance can be used by the customer.
(4) The period of limitation for warranty claims is twelve months, starting from the point at which the inspection services provided by Technomix are accepted. This shall not apply in cases specified in § 634 a I No. 2 BGB or in the case of a fraudulently concealed defect.
§7 Liability
(1) Technomix shall only be liable for damages, irrespective of legal basis, if these damages were caused deliberately, or due to gross negligence by Technomix or by a representative or agent, as a result of fraud or acceptance of a guarantee, or if Technomix, a representative or agent has violated a fundamental contractual obligation through simple negligence. In the case of violation of fundamental contractual obligations, Technomix shall always only be liable for the foreseeable damage typical for the contract at the time of conclusion of the contract and for the respective contract amount for the service provided. A fundamental contractual obligation shall be deemed to exist if the breach of duty relates to an obligation upon whose fulfilment the client was reliant.
(2) Insofar as Technomix is liable for damages caused by simple negligence in the event of a breach of fundamental contractual obligations in accordance with paragraph (1), its liability to pay compensation shall, however, be limited to the amount, per case of damage, of: EUR 500,000 for property damage and EUR 250,000 for financial losses Liability due to culpable injury to life, body or health shall remain unaffected. This also applies to mandatory liability in accordance with the Product Liability Act.
(3) Unless otherwise stipulated above, liability is excluded.
(4) Subject to the above exceptions, any further liability of Technomix for production stoppage, loss of profit, loss of use, loss of contract or any other economic or indirect consequential damage is excluded.
(5) Irrespective of this, the customer shall take out the usual insurance policies against direct or indirect damages.
§8 Ownership, third-party rights, copyright
(1) We retain ownership and all copyrights and other industrial property rights to the items produced or acquired by us in connection with the execution of the customer’s orders (in particular written documents, files of any kind, data carriers, templates, photos, sketches, error catalogues, drafts). These items may not be made accessible to third parties without our consent. Our customer shall ensure that the execution of their order does not infringe any copyrights, industrial property rights or other rights of third parties. Should this nevertheless occur, the customer shall indemnify us against all third-party claims and reimburse us for any expenses incurred, including legal fees. All items produced by us may only be used by our customer in compliance with the provisions of the Copyright Act and other statutory provisions, and only within the scope of the rights of use granted in each case.
§9 Applicable law, place of jurisdiction, final provisions
(1) The place of performance as well as the exclusive place of jurisdiction for all disputes arising from the contractual relationship, including proceedings relating to cheques, bills of exchange and documents, shall be the registered office of the respective company of the Technomix Group, to the extent permitted by law. Technomix, however, retains the right to also file a suit at the general place of jurisdiction of the customer.
(2) The relationships between us and our customer shall be governed exclusively by the laws of the Federal Republic of Germany. They shall, however, exclude the United Nations Convention on Contracts for the International Sale of Goods and other conflict of law provisions.
(3) Should individual provisions be or become invalid, this shall not affect the validity of the other provisions. A provision shall then be deemed to have been agreed which comes as close as permissible to the expressed intention of the contract.
