General Terms and Conditions For TommaTech GmbH
- These General Terms and Conditions shall apply to all purchase and delivery contracts of TommaTech GmbH, Angerlweg 14, 85748 Garching, (hereinafter referred to as "TommaTech"), with its customers (hereinafter referred to as "Customer"). They shall apply as a framework agreement also for future sales and delivery contracts with the same customer without TommaTech having to refer to them again in individual cases. These General Terms and Conditions shall apply to all products sold by TommaTech to the customer (hereinafter referred to as "Product(s)").
- Deviating regulations of the customers do not apply, unless TommaTech has agreed to them in writing. This requirement of consent shall apply in any case, for example even if TommaTech executes the delivery to the customer without reservation in knowledge of the customer's GTC. Agreements made with the Customer in individual cases (including collateral agreements, supplements and amendments) shall always take precedence over these Terms and Conditions of Sale. These General Terms and Conditions may be amended by TommaTech, along with written approval provided by TommaTech for any written contract or modification made by TommaTech. Legally relevant declarations and notifications to be made by the customer to TommaTech after the conclusion of the contract (e.g. setting of deadlines, reminders, declaration of rescission) must be made in text form to be effective.
- The business relations between TommaTech and the Customer shall be governed by the laws of the Federal Republic of Germany. The validity of international uniform law, in particular of the UN Sales Convention, is excluded.
- The place of performance and the place of jurisdiction for deliveries and payments, as well as for all disputes arising between the parties from the contracts concluded between them, shall be the registered office of TommaTech in Garching. TommaTech shall also be entitled to sue the Customer at its registered office.
Conclusion of contract
- TommaTech's offers are always subject to change and non-binding. This shall also apply if TommaTech has provided the Customer with catalogs, documentation (e.g. drawings, plans, calculations, computations), other product descriptions or documents, also in electronic form, to which TommaTech reserves ownership rights and copyrights. Furthermore, technical data may differ from the information contained on the home page and in the catalogs. The customer acknowledges that he has no right to reduce the purchase price due to differences resulting from the production process.
- The documents presented at the conclusion of the contract are shared only for the purposes of the respective offer and may not be reproduced or made available to third parties, even in part, without the express consent of TommaTech. This applies in particular to such documents which are designated as "confidential"; the customer must obtain TommaTech's express written consent before disclosing them to third parties. For the purposes of the Terms and Conditions, all information handed over or disclosed in connection with the Agreement by the other party, as well as its representatives after the signing of the Agreement, throughout the term of the Agreement, including but not limited to business plans, strategies, financial information, patented, licensed, copyrighted and/or trademarked information, and technical information relating to the design, operation and maintenance of TommaTech's products and ideas, shall be treated as Confidential Information.
- A contract and other agreements shall in any case only be concluded upon confirmation by TommaTech in writing or by e-mail. The documents belonging to the offer, e.g. illustrations, drawings, weights and dimensions are, unless expressly agreed otherwise, only approximate.
- After confirmation of the order by TommaTech, the customer is bound to the order and the customer can only withdraw from the respective contract according to the legal provisions.
- TommaTech's employees or other sales intermediaries are not authorized to make any representations or warranties that differ from the matters contained in this document.
Prices, VAT and payment
- Unless the prices are agreed upon in an individual contract, the current prices of TommaTech at the time of the conclusion of the contract shall apply. The prices do not include the statutory value added tax.
- The costs for packaging, customs clearance if applicable, freight, transport as well as VAT on the sale shall be borne by the customer, unless otherwise agreed in writing.
- Unless otherwise agreed in individual cases, TommaTech's invoices shall be paid in advance. The payment is due immediately after conclusion of the contract, payments have to be made in the currency agreed upon with the order. In case of bank transfers from abroad, the customer shall always bear the bank charges incurred.
- If TommaTech separately agrees with a customer on payment of the invoice amount by credit card, a commission amount shall apply, which shall be borne by the customer.
- If the customer is in default of payment, TommaTech shall be entitled to default interest in the amount of 9 percentage points above the base interest rate. The customer is obligated in accordance with section 288 paragraph 5 BGB (German Civil Code) to pay TommaTech for notice expenses in the amount of a lump sum of EUR 40.00; these will be credited against any costs of legal action. TommaTech reserves the right to claim further damages caused by default. As consumers, the legal regulations in Section 13 of the German Civil Code (BGB) shall apply to TommaTech Customers.
- If, after the conclusion of the contract, it becomes apparent that TommaTech's claim to the product price is jeopardized by the Customer's inability to perform, TommaTech shall be entitled to refuse performance in accordance with the statutory provisions and, if necessary, to withdraw from the contract after setting a deadline.
- Customer shall bear all costs incurred for return deliveries that were not caused by a defective delivery by TommaTech.
- In the case of a sale of a product, TommaTech will issue an invoice to the customer and the customer will be notified.
Delivery time and delay
- The delivery time shall be agreed separately and stated on the proformas by TommaTech upon acceptance of the order. TommaTech's compliance with the delivery period shall be conditional upon the Customer's performance of its contractual obligations.
- Delivery times stated by TommaTech are non-binding dates, even if communicated in writing. The expiration of certain dates does not prejudice TommaTech's right to set a reasonable grace period for the performance of the service and its right to declare that it will refuse the service after the expiration of the grace period. This shall not apply insofar as TommaTech has expressly designated a deadline or a date in writing as a so-called "binding delivery date".
- If TommaTech is unable to meet binding deadlines for reasons for which it is not responsible (non-availability of performance), TommaTech shall inform the customer thereof without delay and at the same time notify the customer of the expected new deadline.
- The delivery period may be delayed in the event of measures within the scope of labor disputes as well as in the event of the occurrence of unforeseen obstacles beyond the control of TommaTech; strike, force majeure, shipwreck, commercial policy measures, war, pandemics etc. This also applies if circumstances occur at sub-suppliers; shortage of raw materials, fire, pandemic-related work stoppage, energy shortage and other operational disruptions for which TommaTech is not responsible.
- If the service is still not available within the new period, TommaTech shall be entitled to withdraw from the contract in whole or in part; TommaTech shall immediately refund any consideration already paid by the customer. The customer's rights of rescission and termination pursuant to clause 8 of these General Terms and Conditions shall also remain reserved.
- TommaTech shall be entitled to make reasonable partial deliveries.
- The occurrence of default by TommaTech shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the customer is required.
- If the Customer defaults in the payment or receipt of the Product, TommaTech may claim from the Customer all damages incurred, including additional costs.
Transfer of Risk and Shipment
- In case of shipment of the products, the risk shall pass to the Customer as soon as TommaTech has delivered the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment, even if partial deliveries are made.
- If shipment is delayed due to circumstances for which the Customer is responsible, the risk shall pass to the Customer from the date of readiness for shipment, but TommaTech shall, at the Customer's request and expense, effect such insurance as the Customer may require.
- Unless the Customer specifies the mode of shipment, TommaTech is entitled to choose the least expensive mode and route of shipment at its discretion. If Customer is a consumer, the risk of loss and/or deterioration of the products shall pass to Customer as soon as the products are handed over to Customer or a person attributable to Customer.
- The place of performance for all obligations arising from the contractual relationship is the address indicated by TommaTech, unless otherwise specified.
Reserve of Ownership
- If the Customer has an unpaid Product price for the Products purchased from TommaTech, the Customer shall not have the right to set off this from TommaTech in any case (e.g. defective delivery of the Product).
- TommaTech retains title to the products until full payment of the remuneration. The following provisions shall apply only in commercial transactions: The customer may neither pledge the purchased Product nor assign it as security. In the event of seizure or confiscation or other dispositions of the purchased Product by third parties, the customer must notify the seller immediately.
- In the event of the Customer's conduct in breach of contract, in particular in the event of non-payment or underpayment of the remuneration due, TommaTech shall be entitled to rescind the contract in accordance with the statutory provisions and to demand return of the products on the basis of the retention of title and the rescission. If the customer does not pay the due remuneration, TommaTech may assert these rights only if TommaTech has previously set the customer a reasonable deadline for payment or if such setting of a deadline is not required according to the statutory provisions.
Warranty, quality and liability for defects
- The statutory provisions shall apply to the customer's rights in the event of material defects, unless otherwise stipulated below. In any case the legal regulations of Section 478, 445a, 445b German Civil Code (BGB) remain unaffected.
- The basis of TommaTech's liability for defects shall be, above all, the agreement reached on the quality of the products. As agreement over the condition of the commodity the product descriptions designated as such, which were left to the customer before acceptance of the offer or in the same way as these sales conditions into the contract were included, are considered. Samples shall only be considered as type samples which are intended to illustrate the approximate quality of the products. They do not justify any claim of the customer that the delivered products correspond to this sample in all details. TommaTech expressly reserves the right to minor deviations customary in the trade.
- If the customer makes any claims for defects, the statutory duties of inspection and notification of defects as set out in Sections 377, 381 of the German Commercial Code HGB must be complied with. If a defect becomes apparent during the inspection or later, TommaTech shall be notified thereof in writing without undue delay. The notification shall be deemed to have been made without delay if it is made within 2 days of the delivery date, whereby timely dispatch of the notification shall suffice to meet the deadline. Irrespective of this obligation to examine and to give notice of defects, Customer shall notify TommaTech in writing of obvious defects (including wrong deliveries) within 2 days after delivery, whereby the timely dispatch of the notice shall suffice to meet the deadline. If the customer neglects the proper examination and/or notice of defect, the liability of TommaTech for the undisclosed defect is excluded. The legal regulations for consumers pursuant to Section 13 of the German Civil Code (BGB) shall apply.
- In the event of a justified and timely notice of defect by the Customer, TommaTech will, at its sole discretion, replace the Products with a defect-free product or remedy the defects. TommaTech is not obligated to subsequent performance if interventions in or changes to the products are made without the consent of TommaTech, unless the customer proves that the defect was not caused by these interventions and changes. TommaTech is also not obligated to any performance in the case of commissioning of the products sold under these General Terms and Conditions by unauthorized installers. In the case of an insignificant defect, the customer has no right of withdrawal. The legal regulations for consumers pursuant to Section 13 of the German Civil Code (BGB) shall apply.
Exclusion of liability
- Except for liability for defects of quality and title, TommaTech shall have liability to the extent that the cause of damage is based on intent or gross negligence. TommaTech shall also be liable for the slightly negligent breach of essential obligations (breach of obligations which endangers the achievement of the purpose of the contract) as well as for the breach of cardinal obligations (obligations which makes the proper performance of the contract possible in the first place and on the observance of which the customer regularly relies). TommaTech shall not be liable for the slightly negligent breach of obligations other than the above as well as for consequential harm caused by a defect and loss of profit due to slight negligence.
- TommaTech cannot be held responsible for incorrect information provided by customers. TommaTech accepts no liability for any resulting damage due to the information provided. Claims for damages cannot be asserted against TommaTech in this regard.
- TommaTech has no responsibility for the products manufactured as OEM. The manufacturer is solely responsible for the products manufactured as OEM.
- If the liability of TommaTech is excluded or limited, this shall also apply to the personal liability of TommaTech's employees, representatives and vicarious agents.
- All claims for damages against Seller, irrespective of their legal basis, shall become statute-barred at the latest one year after delivery of the products to Customer or after product acceptance. The rights of the customer arising from the relevant laws are reserved.
- The total liability of TommaTech in any case, mainly arising from the contract concluded between the parties for the products subject to sale, these General Terms and Conditions and any agreement subject to sale, shall not exceed the sale price of the alleged defective product to the customer by TommaTech.
- If the final purchaser of the products is a consumer, the statutory provisions shall apply to the limitation period of any recourse claim of the customer against the seller.
Cancellation policy & right of withdrawal
- The customer has the right to cancel this contract within fourteen days without giving any reason. The revocation period is fourteen days from the day on which the customer or a third party named by the customer, have taken or has taken possession of the products.
- To exercise the right of withdrawal, the customer must inform us (Angerlweg 14 Garching b. München, +49 89 1250 36 860, PLZ-85748, firstname.lastname@example.org) by means of a clear declaration (e.g. a letter sent by post or an e-mail) of your decision to withdraw from this contract. The sample withdrawal form on our website can be used for this purpose.
- To comply with the revocation period, it is sufficient that to send the notification of the exercise of the right of revocation before the expiry of the revocation period.
- Consequences of cancellation; In the event of cancellation of this contract by the customer, we will refund without delay all payments we have received from the customer, including delivery costs (if the customer has paid for the transport) (except for any additional costs resulting from the choice of a delivery type other than the standard delivery offered by us).
- In the event of cancellation of the contract by the customer, we will use the payment method you used in the original transaction for the refund, unless expressly agreed otherwise. We may refuse a refund until we have received the goods back in full or until we have been provided with proof by the customer that the goods have been returned in full.
- Products must be returned in full no later than fourteen days after we have been notified of the decision to cancel. The deadline is met if the customer send the goods before the expiry of the period of fourteen days.
- The right of withdrawal does not apply to the following contracts:
- Contracts for the delivery of products for the manufacture of which an individual selection or determination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer,
- Contracts for the delivery of sealed products if their seal has been removed after delivery.
- TommaTech reserves the industrial property rights and copyrights to all delivered products, packaging, illustrations and other documents. The Customer may use such documents only with the prior express written consent of TommaTech without acquiring any independent rights in the advertising material.
- The Customer undertakes not to infringe any third-party industrial property rights (patents, licenses, trademarks, etc.) when reselling the products purchased from TommaTech. Furthermore, the customer is prohibited from making and using his own visual material of the products and packaging.
- If any provision of these General Terms and Conditions is invalid, the remaining provisions shall remain unaffected. The invalid provision shall be deemed to be replaced by a provision that comes as close as possible in economic terms to the meaning and purpose of the invalid provision in a legally effective manner. The same shall apply to any loopholes.
Other Terms and Conditions
- These General Terms and Conditions have been executed in triplicate in equally authentic originals in English, German and Turkish. In the event of any discrepancy between the German, English and Turkish texts of these General Terms and Conditions, the German text shall prevail.
- The place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be the Amtsgericht (Local Court) Munich. TommaTech shall also be entitled to bring an action at any other place of jurisdiction permitted by law.
Last amended: 10.01.2024