General Terms and Conditions

General

All deliveries, services, offers and other contractual services take place exclusively on the basis of these business conditions. Future business conditions shall be the basis of the contractual relationship, even if they are not expressly agreed upon again. General terms and conditions and purchasing conditions of the contract partner of TEC artec shall not apply, even if TEC artec does not expressly reject them. This also applies for all future business relationships.
All individual contract agreements made in writing take precedence, whereby these business conditions remain valid insofar as they do not contradict the individual contract agreements. TEC artec reserves ownership of and copyright to all cost estimates, drawings and other documents. Violations of all kinds require compensation for damages.
TEC artec expressly states that information in the descriptions, documents and diagrams regarding the properties of the object of the contract are only approximately authoritative and that these do not represent promised properties. The promising of a property is only valid if it is expressly recognised as such in writing by TEC artec.

Offer and contract conclusion

Offers shall be prepared according to the documents presented to TEC artec and are non-binding and subject to change until the binding awarding of an order. The submitted documents are the basis for the offers issued by TEC artec. A contract comes into being only through the written order confirmation by TEC artec. This also applies for any ancillary agreements or modifications to agreements.
Offers from TEC artec may only be used for performance specifications with the approval of TEC artec. In this case, TEC artec shall receive compensation for the costs arising for TEC artec through the processing of the project to a reasonable extent if the order is awarded to another party.
Drawings by TEC artec must be inspected by the contract partner with regard to implementation possibilities, including from a technical perspective and with regard to the required installation dimensions. In the event of any discrepancies, TEC artec must be notified immediately, otherwise TEC artec cannot be held responsible or accountable for any incorrect creations. Order cancellations after conclusion of the contract shall not be accepted by TEC artec.

Transfer of risk

The risks associated with the object of the contract transfer to the customer upon its shipping. If the shipment is delayed or impossible for reasons for which TEC artec is not responsible, the risk is transferred to the customer with the notification of readiness for pickup. This always applies if pickup by the contract partner has been agreed. If the delay results from a violation of the customer's obligation to cooperate (e.g. late call order, acceptance refusal), TEC artec has the right to store the object of the contract at the customer's expense, after fruitless setting of a new deadline. The object of the contract is thereby considered to be accepted. TEC artec can also take the required measures and perform the delivery or withdraw from the unfulfilled portion of the contract or demand compensation for damages, at TEC artec's discretion. The other rights of TEC artec remain hereby unaffected.
If the customer has not finally accepted the object of the contract ordered by him, TEC artec has the right to compensation in the amount of 50% of the contract price, whereby the customer retains the right to prove lesser damages just as TEC artec may prove greater damages.

Price and payment

The prices are understood as ex works and do not include ancillary costs such as the statutory value-added tax, packaging, customs, insurance, etc. They are pure net prices.
The payment for every delivery or service must be made according to the agreed conditions, otherwise the payment must be made immediately in cash without deduction upon notification of readiness for shipping. No cash discount or other price reduction is granted. The payment is only considered to have been made once TEC artec has unrestricted access to the amount. Payments must take place without costs for TEC artec.
TEC artec has the right to apply payments first to older debts of the buyer, despite provisions of the buyer to the contrary. If costs and interest have already arisen or accrued, TEC artec has the right to apply the payment first to the costs, then to the interest and then to the main demand.
In the event of late payment, interest on late payments in the amount of 8% over the base interest rate shall be charged to companies, legal persons under public law or public law assets. TEC artec retains the right to prove greater damages and demand compensation.
TEC artec has the right to demand advance payments or appropriate securities up to 100% of the order value. In principle, this right is not linked to any conditions. If the buyer / customer does not comply with such demands within a legally established deadline, TEC artec may withdraw partially or entirely from the contract.
Even if complaints or counterclaims are asserted, the buyer only has the right to offset, retain or reduce payments if the counterclaims have been upheld in court or are undisputed.
TEC artec retains the right to assert further damages due to late payment, even if these exceed the interest on late payments described in paragraph 4.
If returns arise in the execution of the contract, these must be agreed upon with TEC artec in advance. Returns arising at no fault of TEC artec must be shipped postage prepaid. In the event of a return, TEC artec has the right to charge 40% of the product value, however at least 1,500.00 € as a processing fee. The customer retains the right to prove a lesser processing expense.

Delivery time

Delivery periods begin upon conclusion of the contract, however no earlier than submission of the documents and approvals to be procured by the buyer / customer.
The delivery period has been met if the object of the contract left the grounds of TEC artec or the buyer was notified of readiness for shipping by expiration of the delivery period. If the buyer / customer misses the call order deadline and after fruitless expiration of an extended deadline of two weeks, TEC artec has the right to withdraw partially or entirely from the contract or demand compensation for damages due to breech of obligation for the delay of the service or in place of the service. The delivery deadline stated in the order confirmation assumes fulfilment of the contract obligations of the buyer / customer. If subsequent orders / changes are desired by the customer, the delivery period shall be extended accordingly.
In event of force majeure, such as civil unrest, strikes, lockouts or upon occurrence of other unforeseeable obstructions that lie outside the area of influence of TEC artec, such as plant disruptions or other events caused by a supplier, the delivery deadline shall be appropriately extended. This also applies if the obstructions arise during a delay that is already occurring. If the obstruction lasts longer than three months, the seller has the right after setting of an extended deadline of at least four weeks to withdraw from the as yet unfulfilled portion of the contract.
If TEC artec is responsible for the failure to meet bindingly agreed periods and deadlines or is in default, the buyer has the right to a compensation for delay in the amount of 0.5 % of the net invoice value of the affected deliveries and/or services from the contract for every week of delay, however up to a maximum of 5%. All claims exceeding this are excluded, unless the delay results from at least gross negligence. TEC artec has the right to make partial deliveries and perform partial services at any time.
TEC artec offers no procurement guarantee.

Retention of ownership

Until fulfilment of all demands against the buyer / customer, including all payment balance requests from current accounts, that are due currently or in future to TEC artec based on any legal grounds, including the obligation to honour any checks received by TEC artec, TEC artec retains ownership of the object of the contract.
For the duration of the retained ownership, the buyer / customer may neither pledge the object of the contract nor assign it as security. This applies in particular to assignment of goods stored in a specific location. He must act to ensure that his secured parties are made sufficiently aware of this.
For as long as the retained ownership lasts, any sale or other assignment of the object of the contract requires the prior written approval of TEC artec. In the event of violations, the claims against third parties due to the buyer / customer are considered assigned to TEC artec already upon conclusion of the contract. This assignment also applies in the same way in the event that the conditional commodity has been previously processed or modified by the buyer / customer or if it is sold to multiple purchasers.
In event of behaviour by the buyer / customer that violates the contract, in particular default on payment or if legal insolvency proceedings are opened against the assets of the buyer or applied for, TEC artec has the right to repossess the object of the contract and the buyer is obligated to yield it up under exclusion of any retention rights. TEC artec has in this respect a special right of withdrawal. All costs resulting from repossessing of the object of the contract shall be borne by the buyer / customer. TEC artec has the right to utilise the repossessed object of the contract in the best possible manner, without prejudice to the payment obligation of the buyer. Proceeds from the utilisation shall be offset against the still open demands after deduction of the costs arising for TEC artec.
Assertion of the retention of ownership by TEC artec does not represent withdrawal from the contract. This must be specially declared by TEC artec in order to take place.
If the object of the contract is delivered out of the country, the above provision applies insofar as it is permitted by the laws of the region in which the object of delivery is located. If the law requires a special form for justification of the retention of ownership or a registration, the buyer / customer is obligated to make the declarations required for adhering to the form and registration. If the foreign law permits the retention of ownership, it is considered agreed.

Warranty

If a delivery or service is faulty, TEC artec must correct the fault through rectification or delivery of a faultless product, at its own discretion. If the rectification fails twice or is not financially reasonable, the buyer / customer has the right to withdraw from the contract or reduce his payment obligation accordingly. Upon identification of obvious faults, notification must be given immediately in writing; for unidentifiable or hidden faults, notification must be given immediately after they become identifiable. For rectifications and re-deliveries, TEC artec accepts liability to the same extent as for the original object of the contract. For new deliveries, the warranty period starts anew, however only for the scope of the new delivery. A warranty is provided for newly produced products. The warranty period is 24 months from shipment to our contract partner. Sections 377 and 378 of the German Commercial Code (HGB) still apply.
TEC artec expressly states that wear is not a fault. The same applies to faults that arise due to improper or insufficient maintenance.

Liability limitation

The liability of TEC artec is limited to damages that were caused by TEC artec or one of its agents through gross negligence or intent. This does not apply to injuries to life and limb or the health of the buyer / customer. In all other cases, liability on the part of TEC artec is excluded, insofar as this is permitted by law.

Place of performance and place of jurisdiction

The place of performance is Oranienburg. Exclusively the law of the Federal Republic of Germany applies to all legal relationships between TEC artec and the buyer / customer.
The sole place of jurisdiction for all disputes arising directly or indirectly from the contract relationship, including for bill of exchange and check processes, is Neuruppin for enterprises, legal persons under public law or public law special assets. This agreement on the place of jurisdiction also applies in the event that the buyer / customer does not have any general place of jurisdiction in-country, moves his residence or registered company office or typical place of residence after conclusion of the contract or his residence, registered company office or typical place of residence is unknown at the time the legal proceedings are initiated. However, TEC artec has the right to sue the buyer in another place of jurisdiction that applies to the buyer.

Transfer of rights and obligations

Transfers of rights and obligations from contracts between the buyer / customer and TEC artec require the prior written approval of TEC artec in order to be valid. Any claims of TEC artec may therefore only be assigned to third parties with the prior written approval of TEC artec.

Provisions for the purchase of consumer goods

Rights of recourse of companies are recognised within the framework of Section 478 of the German Civil Code (BGB), insofar as a fault actually exists for which TEC artec is accountable and insofar as our warranty period has not yet elapsed. The contract partner must act to ensure that TEC artec is immediately and completely notified of any assertion of these rights. TEC artec has the right, at its own discretion and expense, to settle the claims of the consumer or enterprise whether through subsequent fulfilment, reduction or rectification, without regard to intermediate dealers. Contract partners of TEC artec must immediately relinquish to TEC artec or procure all required documents so that claims by consumers and dealers can be settled as quickly as possible. No recognition on the part of TEC artec is associated with this.

Ineffective conditions

Should a provision of these conditions or a provision within the framework of other agreements be or become ineffective, the validity of the remaining provisions or of individual agreements shall remain unaffected by this. Each contract partner can in this case demand agreement on a valid provision insofar as this comes as close as possible to the financial and legal intent of the ineffective provision.

These general term and conditions are dated 12 April, 2006