General Terms and Conditions of Delivery and Payment (GTC) of the companies:
It is expressly clarified that, due to the central headquarters in Germany, contracts of the foreign companies are also concluded exclusively under German law. The following terms and conditions therefore apply to all companies of the TPE Group.
(1) These General Terms and Conditions of Delivery and Payment (GTC) apply to all our (Seller’s) business relationships with our customers (“Buyers”). However, they apply only if the Buyer is an entrepreneur within the meaning of § 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law. Consumers within the meaning of § 13 BGB are expressly excluded.
(2) These GTC apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), regardless of whether the Seller manufactures the Goods itself or purchases them from third parties (§§ 433, 650 BGB). Unless otherwise agreed, the terms also apply to future similar contracts with the Buyer in the version valid at the time the contract is concluded. Changes will be communicated to the Buyer at the latest upon conclusion of the contract and are deemed agreed unless the Buyer objects within a reasonable period.
(3) These GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Buyer shall only become part of the contract if the Seller has expressly agreed to their validity in writing. This requirement of consent applies even if the Seller performs the delivery to the Buyer without reservation while being aware of the Buyer’s conflicting terms and conditions.
(4) Individually agreed arrangements with the Buyer (including side agreements, supplements, amendments) take precedence over these GTC in any case.
(5) Legally relevant declarations and notifications by the Buyer in relation to the contract (e.g. setting deadlines, notification of defects, declaration of withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, email, fax). Statutory formal requirements and further proof, especially in the event of doubts about the authority of the declarant, remain unaffected.
(6) References to the applicability of statutory provisions are for clarification purposes only. The statutory provisions therefore also apply without such clarification, unless they are directly modified or expressly excluded in these GTC.
(1) The Seller’s offers are non-binding and subject to change unless expressly marked as “binding” or contain a specific acceptance period. This also applies if the Seller has provided the Buyer with catalogues, technical documentation (e.g. drawings, illustrations, photos, plans, calculations, references to DIN standards), other product descriptions, or documents – even in electronic form. The Seller retains all ownership and copyright rights to these documents. Any disclosure or use beyond the contractual purpose requires the prior written consent of the Seller.
(2) The Buyer’s order of the Goods constitutes a binding offer to conclude a contract.
(3) Acceptance of the order may be declared either by written order confirmation or by delivery of the Goods within a reasonable period, but no later than 14 days after receipt of the order.
(1) The delivery period is agreed in each individual case or stated by the Seller upon acceptance of the order. The delivery period does not commence until all information necessary for executing the order and all technical questions (e.g. orders, specifications) have been clarified and the Buyer has provided all required documents. Time limits and delivery dates proposed by the Seller are always approximate unless a fixed deadline or fixed delivery date has been expressly promised or agreed.
(2) The Seller may – without prejudice to rights resulting from the Buyer’s default – request an extension of delivery and performance deadlines or a postponement of delivery and performance dates for the period during which the Buyer fails to fulfill its contractual obligations to the Seller.
(3) The Seller is not liable for the impossibility of delivery or for delivery delays if caused by force majeure or other events not foreseeable at the time the contract was concluded (e.g. all types of operational disruptions, difficulties in material or energy procurement, transport delays, strikes, lawful lockouts, shortage of labour, energy, or raw materials, difficulties in obtaining necessary official approvals, pandemics or epidemics, official measures, or the failure of suppliers to deliver correctly or on time despite a congruent covering transaction concluded by the Seller), for which the Seller is not responsible. If such events make delivery or performance significantly more difficult or impossible and the hindrance is not only of temporary duration, the Seller is entitled to withdraw from the contract. In the event of temporary hindrances, the delivery or performance deadlines shall be extended or postponed by the period of the hindrance plus a reasonable start-up period. If the Buyer can no longer reasonably be expected to accept the delivery or service due to the delay, it may withdraw from the contract by making an immediate written declaration to the Seller.
(4) The statutory provisions apply to the occurrence of delivery default on our part. In any case, a reminder by the Buyer is required.
(5) The Buyer’s rights under § 8 of these GTC and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of delivery and/or supplementary performance), remain unaffected.
(1) Delivery is made ex warehouse of the Seller, which is also the place of performance for the delivery and any supplementary performance, unless otherwise agreed. At the Buyer’s request and expense, the Goods may be shipped to a different destination (sales shipment). The type of shipment and packaging shall be at the Seller’s due discretion.
(2) The risk of accidental loss and accidental deterioration of the Goods shall pass to the Buyer, at the latest, upon handover of the item for delivery (the start of the loading process being decisive) to the carrier, freight forwarder, or other third party designated to carry out the shipment, unless the Seller has assumed transport or installation. If the dispatch or handover is delayed due to a circumstance caused by the Buyer, the risk shall pass to the Buyer from the day the Goods are ready for dispatch and the Seller has notified the Buyer accordingly. Where acceptance is required, it shall be decisive for the transfer of risk. Otherwise, the statutory provisions of contract law for work and services apply to agreed acceptance. The same applies to delivery or acceptance if the Buyer is in default of acceptance.
(3) If the Buyer is in default of acceptance, fails to cooperate, or if our delivery is delayed for other reasons for which the Buyer is responsible, the Seller shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). In such cases, we shall charge a flat-rate compensation of 0.5% of the net price of the delivery item for each calendar week that elapses, starting with the originally agreed delivery date or – in the absence of such a delivery date – with the notification of readiness for dispatch. This flat rate shall be offset against the actual damage. The assertion and proof of further or lower storage costs remain unaffected. In the event of final non-acceptance, compensation is limited to 5% of the net price of the delivery item. The Buyer is entitled to prove that we have suffered no damage at all or significantly less damage than the above flat rate.
(1) Unless otherwise agreed, our current prices at the time the contract is concluded apply, according to INCOTERMS 2020 (FCA). These prices are stated in Euro, excluding packaging and plus statutory VAT. Any customs duties, fees, taxes, and other public charges shall be borne by the Buyer.
(2) Packaging is invoiced separately. Packaging is taken back according to statutory regulations. Where statutory take-back obligations do not apply, we may, at our discretion, offer to take the packaging back against reimbursement of the cost price. The Buyer shall bear the costs of return if they request return and there is no legal obligation on our part.
(3) In the case of a shipment contract, the Buyer bears the transport costs from the warehouse of the company and the cost of any transport insurance they request. We shall invoice the actual transport costs incurred in each individual case.
(4) Due to production-related deviations, the delivered quantity may differ from the ordered quantity by up to 10%, provided this is customary in trade and reasonable for the Buyer. Billing is based on the actual delivered quantity.
(5) If material price changes occur between the conclusion of the contract and execution of the order which we are not responsible for, and these necessitate a price adjustment of more than 5% of the agreed prices, we are entitled to adjust the price according to market development. A price increase is subject to the condition that it is based on objectively verifiable cost increases, which we shall explain to the Buyer upon request.
(6) In particular, in the event of an unexpected increase in procurement costs, we are entitled to appropriate price increases corresponding to the average market price increase for the goods to be delivered at least four months after contract conclusion. The base price for copper is EUR 153.40 per 100 kg. On the date of order confirmation, the copper weight (Cul weight) per transformer is recorded along with the difference to the daily DEL quotation as a copper surcharge. A detailed calculation shall be made available to the Buyer upon request.
(7) Invoice amounts are payable within thirty days without any deductions, unless otherwise agreed in writing. We are entitled to make outstanding deliveries or services only against advance payment or the provision of security if, after contract conclusion, we become aware of circumstances likely to significantly reduce the Buyer’s creditworthiness, which jeopardize payment of our outstanding claims from the contractual relationship (including from other individual orders subject to the same framework agreement).
(8) The decisive date for the payment is the date of receipt by the Seller. If the Buyer fails to pay when due, the outstanding amounts shall bear interest at 5% p.a. from the due date. The assertion of higher interest rates and additional damage in the event of default remains unaffected.
(9) The Buyer may only offset or withhold payment if their counterclaims are undisputed or legally established.
(10) If, after contract conclusion, it becomes apparent (e.g. through an application to open insolvency proceedings) that our claim to the purchase price is endangered by the Buyer’s lack of financial capacity, we are entitled to refuse performance and – if necessary after setting a deadline – withdraw from the contract (§ 321 BGB). For contracts involving custom-made products, we may withdraw immediately in accordance with legal provisions without setting a deadline.
(1) Goods delivered by us to the Buyer remain our property until full payment of all secured claims. The Goods, as well as any replacements falling under the retention of title under the following provisions, are referred to below as “Retained Goods”.
(2) The Buyer shall store the Retained Goods free of charge for the Seller.
(3) The Retained Goods must not be pledged to third parties or transferred for security before full payment of the secured claims. The Buyer must inform the Seller immediately in writing if an application for insolvency proceedings is filed or if third parties (e.g. seizures) access Goods belonging to us. If third parties access the Retained Goods, especially via seizure, the Buyer shall immediately notify them of the Seller’s ownership.
(4) If the Buyer acts contrary to contract, especially by failing to pay the purchase price, the Seller is entitled, in accordance with legal provisions, to withdraw from the contract and/or demand the return of the Goods under retention of title. Asserting the return claim does not automatically include a declaration of withdrawal. The declaration of withdrawal must be made separately if required by law. If the Buyer fails to meet its payment obligations when due, the Seller may only assert these rights after giving the Buyer a reasonable deadline for payment which has expired without success – unless such a deadline is unnecessary under applicable law.
(5) If the Retained Goods are processed by the Buyer, it is done in the name and on behalf of the Seller as the manufacturer. The Seller directly acquires ownership or – if materials from several owners are used, or the value of the processed item exceeds the value of the Retained Goods – co-ownership (fractional ownership) of the new item in proportion to the value of the Retained Goods relative to the new item. If the Seller does not acquire such ownership, the Buyer hereby assigns its future ownership or – in the above-mentioned proportion – co-ownership of the new item to the Seller for security. If the Retained Goods are inseparably combined or mixed with other items and one of those items is considered the main item, ownership shall pass to the party that owns the main item, who then grants the other party co-ownership in accordance with the proportion mentioned above.
(6) In the event of resale of the Retained Goods, the Buyer hereby assigns to the Seller the resulting claim against the purchaser – in the case of co-ownership by the Seller in the Retained Goods, proportionally according to the co-ownership share. The same applies to other claims replacing the Retained Goods or arising in relation to the Retained Goods, such as insurance claims or claims arising from unlawful acts in the event of loss or destruction. The Seller revocably authorizes the Buyer to collect the assigned claims in the Seller’s name. This collection authorization may only be revoked by the Seller in the event of realization.
(7) If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities at the Buyer’s request. The Seller may choose which securities to release.
(1) The rights of the Buyer in the case of material and legal defects, including incorrect and short delivery as well as defective assembly, installation, or instructions, shall be governed by the statutory provisions unless otherwise specified below. In all cases, the statutory provisions for the sale of consumer goods (§§ 474 et seq. BGB) and the rights of the Buyer arising from separately issued guarantees, particularly from the manufacturer, remain unaffected.
(2) The basis of our liability for defects is, above all, the agreement made on the quality and intended use of the Goods (including accessories and instructions). All product descriptions and manufacturer information that are the subject of the individual contract or were made publicly known by us (especially in catalogues or on our website) at the time of contract conclusion are deemed agreements on the quality within this meaning. If the quality has not been agreed upon, it shall be assessed in accordance with the statutory provisions (§ 434(3) BGB) whether a defect exists. Public statements by the manufacturer or by third parties on its behalf, especially in advertising or on the product label, shall take precedence over statements made by other third parties. If installation is to be performed, the statutory provisions under § 434(4) BGB apply.
(3) For goods with digital elements or other digital content, we are only obliged to provide and, if necessary, update the digital content insofar as this is expressly stipulated in a quality agreement under paragraph 2. We assume no liability for public statements by the manufacturer or other third parties in this respect.
(4) We are generally not liable for defects the Buyer was aware of at the time of contract conclusion or which he failed to notice due to gross negligence (§ 442 BGB). Furthermore, the Buyer’s warranty claims require that he has complied with his statutory inspection and notification obligations (§§ 377, 381 HGB). For building materials and other goods intended for incorporation or further processing, inspection must always take place immediately before processing. If a defect becomes apparent upon delivery, during inspection, or at any later point, we must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within seven working days of delivery and hidden defects within the same period after discovery. If the Buyer fails to carry out proper inspection and/or notify defects, our liability for the undisclosed defect is excluded in accordance with statutory provisions. For goods intended for incorporation, attachment, or installation, this also applies if the defect only becomes apparent after the corresponding processing due to a breach of one of the aforementioned duties. In such cases, the Buyer shall have no claims for reimbursement of related costs (« removal and installation costs »).
(5) If the delivered item is defective, the Seller may choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement). If the type of subsequent performance chosen by us is unreasonable for the Buyer in a particular case, he may reject it. Our right to refuse subsequent performance under the statutory conditions remains unaffected.
(6) The Buyer must give us the time and opportunity required for subsequent performance, in particular to hand over the defective Goods for inspection. In the case of replacement delivery, the Buyer must return the defective item to us in accordance with statutory provisions. However, the Buyer does not have a return claim. Subsequent performance does not include removal, detachment, or de-installation of the defective item or installation, attachment, or integration of a defect-free item if we were not originally obliged to perform these services.
(8) We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs as well as any removal and installation costs, in accordance with the statutory provisions and the regulations of these GTC, if a defect actually exists. Otherwise, we may demand compensation from the Buyer for the costs incurred from an unjustified request to remedy a defect, if the Buyer knew or could have recognized that no defect actually existed.
(9) In urgent cases, such as endangerment to operational safety or to avoid disproportionate damage, the Buyer is entitled to rectify the defect himself and to demand reimbursement from us for the objectively necessary costs. We must be informed of such a repair attempt by the Buyer immediately, preferably in advance. The right of self-remedy does not apply if we are entitled to refuse subsequent performance under statutory provisions.
(10) If subsequent performance fails, or a reasonable period set by the Buyer for subsequent performance expires unsuccessfully or is unnecessary under law, the Buyer may withdraw from the contract or reduce the purchase price. However, there is no right of withdrawal in the case of an insignificant defect.
(11) Claims by the Buyer for reimbursement of expenses under § 445a(1) BGB are excluded unless the final contract in the supply chain is a consumer goods purchase (§§ 478, 474 BGB) or a consumer contract for the provision of digital products (§§ 445c sentence 2, 327(5), 327u BGB). The Buyer’s claims for damages or compensation for futile expenses (§ 284 BGB) also exist in the case of defects only in accordance with §§ 8 and 9 below.
(12) The warranty shall be void if the Buyer modifies the delivery item without the Seller’s consent or has it modified by third parties and rectification of the defect is thereby rendered impossible or unreasonably difficult. In any case, the Buyer shall bear the additional costs of rectification resulting from the modification.
(1) Unless otherwise provided in these General Terms and Conditions of Delivery and Payment, including the following provisions, the Seller shall be liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions.
(2) In the case of fault-based liability, the Seller shall be liable for damages – on whatever legal grounds – in the event of intent and gross negligence. In the case of simple negligence, the Seller shall be liable, subject to statutory limitations of liability (e.g. care in one’s own affairs; minor breaches of duty), only
(3) The above limitations of liability also apply in favour of the Seller’s corporate bodies, legal representatives, employees, and other vicarious agents. They do not apply if the Seller has fraudulently concealed a defect or has assumed a guarantee for the quality of the Goods or for claims of the Buyer under the Product Liability Act.
(4) In the event of a breach of duty that does not consist of a defect, the Buyer shall only be entitled to withdraw from or terminate the contract if the Seller is responsible for the breach of duty. The Buyer’s right to freely terminate the contract (especially under §§ 650, 648 BGB) is excluded. Otherwise, the statutory requirements and legal consequences apply.
(1) Notwithstanding § 438(1) No. 3 BGB, the general limitation period for claims arising from material and legal defects is one year from delivery. If acceptance has been agreed, the limitation period shall begin upon acceptance.
(2) However, if the item is a building or an item that has been used for a building in accordance with its usual purpose and has caused its defectiveness (building material), the limitation period shall be five years from delivery in accordance with the statutory limitation period (§ 438(1) No. 2 BGB). Other special statutory provisions on the statute of limitations remain unaffected (in particular § 438(1) No. 1, (3), §§ 444, 445b BGB).
(3) The above limitation periods also apply to contractual and non-contractual claims for damages by the Buyer which are based on a defect in the Goods or service. This does not affect the statutory limitation periods under §§ 195, 199 BGB for tortious claims for damages and claims for damages under § 8(2) sentences 1 and 2(a) as well as under the Product Liability Act.
(1) These General Terms and Conditions of Delivery and Payment and the entire contractual relationship between the Seller and the Buyer shall be governed exclusively by the law of the Federal Republic of Germany, to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, or does not have a general place of jurisdiction in the Federal Republic of Germany, the exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office. The same shall apply if the Buyer is an entrepreneur within the meaning of § 14 BGB. However, in all cases, the Seller shall also be entitled to bring an action at the place of performance of the delivery obligation in accordance with these GTC or a prevailing individual agreement or at the general place of jurisdiction of the Buyer. Mandatory statutory provisions, in particular those relating to exclusive places of jurisdiction, shall remain unaffected.
(3) Insofar as the contract or these GTC contain loopholes, those legally effective provisions shall be deemed agreed which the contracting parties would have agreed according to the economic objectives of the contract and the purpose of these GTC if they had been aware of the loophole.
