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Terms and Conditions Taller GmbH

General Terms and Conditions of Delivery (Status: November 2021)

General Terms and Conditions of Delivery (Status: November 2021)
1. General
1.1 – These General Terms and Conditions of Delivery (GTCD) apply to all contracts for the sale and delivery of movable goods (“goods”), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers.
1.2 – Unless otherwise agreed, the GTCD in the version valid at the time of the customer’s order shall also apply as a framework agreement for similar future contracts, without our having to refer to them again in each individual case.
1.3 – Our GTCP apply exclusively. Deviating, conflicting or supplementary terms and conditions of purchase of the customer shall only become part of the contract if and to the extent that we have expressly agreed to their application.
1.4 – Legally relevant declarations and notifications by the customer in relation to the contract (e.g. setting of deadlines, notifi-cation of defects, rescission of contract or reduction of price) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax).
1.5 – References to the applicability of statutory provisions are for clarification purposes only. Regardless of such clarification the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTCS.
2. Conclusion of Contract
2.1 – Our offers are non-binding. Our product directories, samples, price lists etc. neither constitute binding offers.
2.2 – The order of goods by the customer is considered a binding offer of contract.
2.3 – Unless otherwise stated in the order, we are entitled to accept the offer within three weeks after receiving it.
2.4 – We declare acceptance either by written order confirmation or by delivery of the goods to the customer.
2.5 – Illustrations, drawings, weights and dimensions included in the order confirmation are only approximations and are not binding, unless they are expressly stated to be so.
2.6 – We retain our rights at all times to cost estimates, drawings and other documents, in particular ownership rights, copyrights and all other rights of use, reproduction or exploitation. The customer may not make such documents accessible to third parties without our express consent.
3. Delivery and Passing of Risk
3.1 – The delivery date is indicated in the order confirmation.
3.2 – Delivery is ex works. At the request and expense of the customer the goods will be shipped to another destination. Unless otherwise agreed, we are entitled to determine the particulars of shipment (in particular transport company, shipping route, packaging) ourselves.
3.3 – Partial deliveries are permitted, provided they are not unacceptable for the customer.
3.4 – In the case of custom-made products, we are entitled to exceed or fall short of the agreed delivery quantity by up to 10% either way against a corresponding adjustment of the price, unless this is unacceptable for the customer. Any manufacture of special tools requested by the customer for the execution of the order shall be agreed upon individually.
3.5 – Unless otherwise agreed, risk of loss shall pass to the customer as soon as we have made the goods available for collection by the customer and informed him thereof. The customer must collect the goods within two weeks during normal business hours. After expiry of this period we reserve the right to charge the customer for any storage costs incurred, however per week no less than 0.5% of the net invoice amount of the stored goods.
4. Force Majeure
4.1 – We are not responsible for any delays due to force majeure. We are entitled to postpone the affected delivery date for the duration of the obstruction plus a reasonable start-up time. This shall apply accordingly as long as one of our upstream suppliers suffers from force majeure and this affects the delivery promised by us.
4.2 – If the duration of the obstruction due to force majeure is not foreseeable, both parties are entitled to rescind the contract with regard to the affected delivery.
4.3 – Force majeure refers to circumstances beyond our control, such as strikes, epidemics, natural disasters, power or infra-structure failures, riots, terrorist attacks or acts of war.
5 Prices and Terms of Payment
5.1 – In the absence of any agreement to the contrary our prices shall apply ex works, plus costs for packaging and transport as well as the applicable value added tax. The relevant currency for prices is Euro (€).
5.2 – Unless otherwise agreed, the customer shall pay invoices within 30 days of the invoice date without any deductions, free of charge to our payment office.
5.3 – Payment shall only be deemed to have been effected to the extent that we can freely dispose of it at a bank. On regular basis we do not accept cheques and bills of exchange and, even if we do so in exceptional cases, only on account of perfor-mance. Discount and expenses shall be borne by the customer. They are due immediately. We shall specify in our invoice to whom our customer is to pay with debt-discharging effect.
5.4 – Upon expiry of the payment deadline (5.2) the customer shall be in default. He owes us default interest per annum in the amount of 9 percentage points above the base interest rate, however no less than 10 % per annum.
5.5 – The customer is only entitled to rights of set-off or retention insofar as his claim has been judicially determined or is undisputed.
5.6 – If it becomes apparent after conclusion of the contract that our claim for payment is endangered by the customer’s inability to pay, we are entitled to refuse performance and to rescind the contract.
5.7 – If the delivery of the goods is delayed due to circumstances not attributable to us and if the costs on which our calculation is based, in particular for personnel, raw materials and energy, have increased by at least 3 % between the agreed and the actual delivery date, we reserve the right to make reasonable price adjustments. We shall notify the customer in writing of any price adjustment together with an explanation of the cause before we execute the order. Within two weeks after receipt of the notification the customer may cancel the order in text form, unless the goods are custom-made products manufactured indi-vidually for the customer.
6. Retention of Title
6.1 – We reserve title to the delivered goods until receipt of all payments and irrevocable crediting of accepted cheques and bills of exchange from the business relationship with the customer (“reserved goods”). If a current account relationship exists, the retention of title shall refer to the acknowledged balance in our favor.
6.2 – The customer is obliged to handle the reserved goods with care. In particular, he is obliged to insure them at his own expense against loss and damage at replacement value. The customer shall submit the insurance policy and proof of payment of the premiums to us upon request. He hereby assigns to us any claims and rights arising from the insurance relationship. The assignment is subject to the resolutory condition of the customer’s complete acquisition of ownership.
6.3 – The processing and treatment of the reserved goods by the customer shall always be carried out for us, but without any obligation on our part. In the event of processing and combination with other goods we shall acquire co-ownership of the new goods in the ratio of the invoice value of the reserved goods to the value of the other processed materials at the time of processing. The same shall apply if the reserved goods are mixed with other materials.
6.4 – The customer is entitled to resell the reserved goods in the ordinary course of business. However, he hereby assigns to us all claims accruing to him from the resale.
6.5 – The customer is entitled to collect the claims assigned to us in order to fulfil his payment obligations to us. If the customer does not meet his payment obligations, we may revoke his right to resell and demand that the customer discloses to us the assigned claims and their debtors, provides all information required for collection by us, hands over the associated documents and notifies his debtors of the assignment.
6.6 – As long as the retention of title persists, the customer may only with our written consent pledge the reserved goods to a third party or assign them as security. He has to immediately inform us of any seizure of the reserved goods by third parties. The customer shall bear any costs arising from the defense against such seizure, insofar as they are not reimbursed by the third party.
6.7 – If the value of the reserved goods exceeds our claims by more than 10 %, we shall, at the customer’s request, release goods of his choice to the extent of the excess value.
7. Warranty for Defects
7.1 – We guarantee that the delivered goods have the agreed quality at the time of passing of risk (3.1). They are not defective in any way that would nullify or diminish their value or suitability for normal use or the use intended in the contract. Deviations in quality, color, dimensions, number of items, weight or presentation of the goods which are customary for business and that are unavoidable for technical or standard reasons shall not constitute defects.
7.2 – The customer must inspect the goods immediately upon receipt and, if a defect becomes apparent, notify us within 14 calendar days in text form and in such a way that we can get an idea of the defect. If the customer fails to notify us in due time the goods shall be deemed to have been approved, unless the defect was not recognizable during the inspection. If such a defect is discovered later, the notification must be made within five calendar days after discovery; otherwise the goods shall be deemed to have been approved also in this respect.
7.3 – We shall remedy defects reported in a timely manner without delay by way of subsequent performance. At our discretion, we shall either eliminate the defect or deliver defect-free goods. The customer shall give us the time and opportunity required for subsequent performance and, in particular, hand over the rejected goods for inspection purposes. Subsequent performance does not include the possible installation and removal of the goods as well as the associated costs.
7.4 – The customer shall bear the costs of subsequent performance caused by the fact that the goods after receipt were moved to a place other than the customer’s commercial establishment. Likewise we may from the customer demand reimbursement of the costs (in particular costs for inspection and transportation) incurred as a result of an unjustified request to remedy a defect, unless it was not recognizable for the customer that the goods did not have a defect.
7.5 – Insofar as the defect has been caused by an essential third-party product, we are entitled to initially limit our possible liability towards the customer to assignment of the warranty claims to which we are entitled against the supplier of the third-party product. Only to the extent that the defect still exists after a claim has been made against the supplier the customer shall be entitled to the rights according to 7.3.
7.6 – Our connector bridges are manufactured according to the currently valid national and international standards. Warranty for defects for the production of crimp connections is excluded if the customer uses crimping equipment and spare parts of
other origin instead of the original BASICcrimp, ECOcrimp, PROcrimp-line crimping equipment (collectively “crimping equip-ment”) and the associated original crimping tools, spare and wear parts (collectively “spare parts”), unless the customer proves that this did not cause the defect.
7.7 – Any warranty claims shall become statute-barred within one year after receipt of the goods.
8. Damages
8.1 – We are liable for damage to the customer that we have caused intentionally or through gross negligence.
8.2 – We shall only be liable for simple negligence in the event of a breach of an essential contractual obligation, i.e. the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the customer relies and may rely. The amount of this liability is limited to the typically foreseeable damage at the time of causation, however not exceeding 5 % of the net order value of the damaging item.
8.3 – In the event of a delay in delivery our liability is limited to a lump sum compensation of 0.5 % per completed week, however not exceeding 5 % of the net order value of the item delivered late.
8.4 – Liability for loss of profit is excluded.
8.5 – Liability for culpable injury to life, limb or health, as well as according to the provisions of the Product Liability Act shall remain unaffected.
9. Data Protection
We comply with the statutory provisions on data protection when processing the customer’s personal information. This also includes state-of-the-art technical security measures (Art. 32 GDPR) and the obligation of employees to maintain data secrecy (Art. 28 para. 3 lit. b GDPR).
10. Confidentiality
10.1 – The parties shall maintain secrecy with regard to any and all confidential information, in particular business or trade secrets, of which they become aware in the course of their business relationship, and shall neither pass them on nor exploit them in any other way.
10.2 – The duty of confidentiality shall not apply if the information in question is required to be disclosed pursuant to the decision of a court, the order of a public authority or statutory law. The party so obliged shall promptly notify the other party of the disclosure and disclose the information in such a manner that confidentiality is maintained to the maximum extent possible.
11. Final Provisions
11.1 – The place of performance for all services (deliveries and payments) is our registered office in Waldbronn.
11.2 – The place of jurisdiction is Karlsruhe, Germany.
11.3 – German law shall apply with the exclusion of the UN Convention on Contracts for the International Sale of Goods.
11.4 – Should one of the above provisions be or become invalid or should a necessary provision be missing this shall not affect the validity of the remaining provisions. The parties in this case shall endeavor to find a mutually agreeable provision.

General Terms and Conditions of Purchase (Status: November 2021)

General Terms and Conditions of Purchase (Status: November 2021)
1. General
1.1 These General Terms and Conditions of Purchase (GTCP) apply to all business relationships with our suppli-ers. They apply in particular to contracts for the sale and delivery of movable goods (“goods”), irrespective of whether the supplier manufactures the goods himself or purchases them from third party suppliers.
1.2 Unless otherwise agreed, the GTCP in the version valid at the time of our order with the supplier shall also apply as a framework agreement for similar future contracts without our having to refer to them again in each individual case.
1.3 Our GTCP apply exclusively. Deviating, conflicting or supplementary terms and conditions of the supplier shall only become part of the contract if and to the extent that we have expressly agreed to their application.
1.4 Legally relevant declarations and notifications by the supplier in relation to the contract (e.g. setting of dead-lines, reminders, withdrawal) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax).
1.5 All order confirmations, delivery documents and invoices must bear the date of issue and our order identifier (number and date) as well as state the contents of the delivery (item number and quantity). We are not responsible for delays in our processing that are caused by incomplete or incorrect information.
1.6 References to the applicability of statutory provisions are for clarification purposes only. Regardless of such clarification the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in the GTCP.
2. Conclusion of Contract
2.1 Orders and delivery requests as well as their confirmation, amendment and supplementation are only effective if they are made in writing. Our employees are not authorized to make verbal subsidiary agreements or promises which go beyond the content of the order, any framework agreement or quality assurance agreement or which amend the GTCP to our disadvantage.
2.2 The supplier must inform us of obvious errors (e.g. spelling and calculation errors) and incompleteness of the order including the order documents before acceptance so that we can correct or complete the order. If this infor-mation is not provided and the error or incompleteness is not corrected, the contract is deemed not to have been concluded.
2.3 If we do not receive a written order confirmation from the supplier with a binding delivery date within 14 cal-endar days after the order date, we are no longer bound by the order. Individual delivery requests as part of a standing order will become binding if we do not receive a written objection from the supplier within 7 calendar days after the date of the request.
3. Subcontractors
The supplier in general must fulfil his performance obligations himself and may only entrust third parties (“sub-contractors”) with them if we have given our prior written consent. Notwithstanding the foregoing, the Supplier remains responsible for the performance of his obligations and shall ensure that his subcontractors comply with all provisions of the GTCP.
4. Time and Place of Delivery
4.1 The delivery date specified by us in the order is binding. If no delivery date has been set, delivery shall be made within four weeks after we have received the order confirmation. Compliance with the delivery date is de-pendent on our reception of the goods as owed. If collection from a specific location has been agreed, the supplier shall make the goods available in due time and as owed, taking into account the usual time for loading and dispatch.
4.2 As soon as the supplier can foresee that he will not be able to meet the agreed delivery date, he must notify us immediately in writing.
4.3 If the supplier fails to meet an agreed delivery date, he shall be in default even without a reminder. In this case, in addition to the rights to which we are entitled by law, we may demand a contractual penalty of 1% of the purchase price per week or part thereof, but not more than a total of 5% of the purchase price. We reserve the right to prove that in fact higher damages have been incurred.
4.4 The supplier shall maintain business interruption insurance in an appropriate amount to cover any damage incurred by us due to the delay or failure of his delivery and he shall provide us with a valid insurance certificate upon request.
4.5 We shall only be in default of acceptance if the supplier expressly offers the goods to us. We are not respon-sible for delays due to force majeure. We are entitled to postpone the affected delivery date by the duration of the hindrance. We shall notify the supplier of the beginning and end of force majeure without delay. If the duration of the hindrance due to force majeure is not foreseeable, both parties are entitled to withdraw from the contract with regard to the affected delivery. Force majeure refers to circumstances beyond our control, such as strikes, epi-demics, natural disasters, power supply or infrastructure failures as well as riots, terrorist attacks or acts of war.
4.6 Delivery shall be made to the place specified in the order. If the destination is not specified and nothing else has been agreed, delivery shall be made to our place of business in Waldbronn, Germany. Risk of loss shall pass to us as soon as the goods have been handed over to us as owed.
5. Further Provisions of Delivery
5.1 The goods shall be packaged in a customary manner, unless they are to be provided with special packaging at our expense. The supplier is liable for damage to the goods due to defective packaging. The supplier is obliged to take back the packaging after handing over the goods and to dispose of it at his own expense. We are entitled to dispose of the packaging ourselves at the supplier’s expense.
5.2 Any modification of the delivery item, in particular in its material or also in the type of manufacture, requires our prior consent.
5.3 Series deliveries can only be commenced once we have expressly accepted and released the samples that are to be presented to us with the initial sample test report.
5.4 If we have provided the supplier with tools to manufacture or process the goods to be delivered and if the supplier discovers or could have discovered that the tools are not or no longer suitable for manufacturing defect-free goods (clause 9.1), the supplier shall inform us immediately so that we can replace the tools concerned. If he fails to notify us and we receive goods which are defective due to unsuitable tools, we reserve the right to reject the goods as not being in conformity with the contract.
6. Quality Assurance Measures
6.1 The supplier in his factory shall inspect the goods to be delivered by him, in particular he has to conduct an outgoing goods inspection.
6.2 The supplier undertakes to make records of the tests carried out and to provide us with an acceptance test certificate. All test, measurement and inspection results must be archived for ten years. The supplier must keep samples of ordered goods for the same period.
6.3 We shall be entitled to inspect the records and documents and to make copies thereof as well as to demand the return of samples for examination purposes. We shall bear any shipping costs.
7. Retention of Title of the Supplier
We only accept retention of title by the supplier insofar as it relates to our payment obligation for the goods to which the supplier retains title. This excludes all other forms of retention of title, in particular any extended and prolonged retention of title.
8. Prices and Terms of Payment
8.1 The price stated in the order is binding. All prices include the statutory value added tax applicable at the time of the order if tax is not shown separately.
8.2 The price includes all services and ancillary services of the supplier (e.g. assembly, installation) as well as all ancillary costs (e.g. for proper packaging, transport costs including any transport and liability insurance).
8.3 Unless otherwise agreed, we shall pay after complete delivery of the goods in accordance with the contract and after receipt of a proper invoice within 14 calendar days with a 3 % discount or within 30 calendar days net. In this respect, the timely receipt of our transfer order at our bank shall be sufficient.
8.4 Due date interest generally is not owed. In case of late payment the statutory provisions shall apply.
8.5 We shall be entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent provided by law. The supplier shall only be entitled to rights of set-off or retention insofar as his claim has been legally established or is undisputed.
9. Warranty for Defects
9.1 In the event of material defects or defects of title in the delivered goods we are entitled to the full statutory warranty claims. The supplier shall in particular guarantee that the goods have the agreed quality at the time of transfer of risk (section 4.6). Even without special mention, this always includes that the goods comply with the specifications of our order, the current status of the documents handed over by us (drawings, Technical Terms of Delivery (TTD), data sheets, etc.) as well as the relevant technical standards (e.g. DIN, VDE, VDI, EX guidelines).
9.2 Acceptance and payment of the goods by us does not entail that we accept them as free of defects. The same shall apply to the prior acceptance or approval of samples or specimens submitted.
9.3 Our obligation to inspect the goods is limited to defects which become apparent during our incoming goods inspection under external examination including the delivery documents (e.g. transport damage, wrong and short delivery). Our obligation to give notice of defects in the case of such obvious defects is deemed to have been satisfied in any case if we notify the supplier thereof within 14 calendar days after the passing of risk. The same period shall apply to the obligation to give notice of non-obvious defects from the time of their discovery.
9.4 Subsequent performance shall also include the removal of the defective goods and their re-installation, pro-vided that the goods were installed in another item in accordance with their intended purpose. The expenses necessary for the purpose of inspection and subsequent performance shall be borne by the supplier even if it turns out that there actually was no defect. If the defective delivery necessitates an incoming goods inspection or additional sorting that exceeds the usual extent, the supplier shall bear the associated additional costs.
9.5 If the supplier does not fulfil his obligation to remedy the defect within a reasonable period of time as set by us, we shall be entitled to remedy the defect ourselves and demand reimbursement of the expenses required.
9.6 The warranty period is 36 months from the passing of risk or, if applicable, from acceptance. The warranty period will start anew for replaced parts. Claims arising from defects of title shall not become time-barred as long as third parties still can assert their rights against us.
10. Supplier Recourse
10.1 We shall be entitled to our statutory rights of recourse within a supply chain without restriction in addition to any warranty claims for defects. In particular, we are entitled to demand exactly the type of subsequent perfor-mance from the supplier that we owe our customer in the individual case.
10.2 Before we acknowledge or fulfil a warranty claim raised by our customer, we shall notify the supplier and request his written statement. If it is not provided within a reasonable period of time and no amicable solution is reached, the remedy actually granted by us shall be deemed to be owed to our customer. In this case the supplier bears the burden of providing evidence to the contrary.
10.3 Our claims from supplier recourse remain valid even if the defective goods have been further processed by us or another entrepreneur (e.g. by integration into another product).
11. Compensation
11.1 The supplier is liable for all attributable damage he has caused to us in accordance with statutory provisions. This includes, in particular, any loss of profit. We do not accept any limitations of liability.
11.2 The supplier shall maintain business liability insurance in an appropriate amount to cover any damages and shall provide us with a valid insurance certificate upon request. Sec. 4.4 remains unaffected.
12. Product Liability
12.1 The supplier is liable for any personal injury or property damage attributable to a defective product supplied by him. He is obligated to indemnify us from any connected claims of third parties which these may raise against us.
12.2 The Supplier shall bear the costs and expenses corresponding to his share of causation, including the costs of any legal or recall action as well as other expenses necessarily incurred by us because of or in connection with the claim by a third party.
12.3 The supplier shall maintain product liability insurance with a coverage of € 10 million per damaging event and shall provide us with a valid insurance certificate upon request.
13. Provision and Securing of Rights
13.1 We reserve all property rights and copyrights to illustrations, plans, drawings, calculations, implementation instructions, product descriptions and other documents. Such documents are to be used exclusively for the con-tractual obligations and are to be returned to us after their performance. The supplier may neither make them accessible to third parties nor use or reproduce them himself or through third parties without our express consent.
13.2 The above provision (sec. 13.1) shall apply mutatis mutandis to substances and materials as well as to tools, templates, samples and other items which we provide to the supplier for production. Such items shall be stored separately at the supplier’s expense as long as they are not processed and shall be insured to a reasonable extent against damage and loss.
13.3 The processing, mixing or combination of provided items by the supplier shall be carried out for us. We shall become co-owners of the overall product in the ratio of the value of the items provided to the value of the product as a whole.
13.4 Products which have been manufactured according to our specifications (“custom-made products”) may neither be used by the supplier himself nor offered or delivered to third parties.
14. Rights of Third Parties
The supplier guarantees that the intended use of the delivered goods does not infringe any commercial property rights of third parties in countries of the European Union or other countries in which he manufactures the goods or has them manufactured. In this respect, he shall indemnify us against all claims of third parties which these may raise against us.
15. Data Protection
We comply with the statutory provisions on data protection when processing the customer’s personal information. This also includes state-of-the-art technical security measures (Art. 32 GDPR) and the obligation of employees to maintain data secrecy (Art. 28 para. 3 lit. b GDPR).
16. Confidentiality
16.1 The parties shall maintain secrecy with regard to any and all confidential information, in particular business or trade secrets, of which they become aware in the course of their business relationship, and shall neither pass them on nor exploit them in any other way.
16.2 The duty of confidentiality shall not apply if the information in question is required to be disclosed pursuant to the decision of a court, the order of a public authority or statutory law. The party so obliged shall promptly notify the other party of the disclosure and disclose the information in such a manner that confidentiality is maintained to the maximum extent possible.
17. Advertising
The supplier may only advertise the business relationship with us and e.g. use our company logo on its website or for other marketing purposes if we have given our prior written consent.
18. Final Provisions
18.1 The place of performance for all services (deliveries and payments) is our registered office in Waldbronn.
18.2 The place of jurisdiction is Karlsruhe.
18.3 German law shall apply with the exclusion of the UN Convention on Contracts for the International Sale of Goods.
18.4 Should one of the above provisions be or become invalid or should a necessary provision be missing this shall not affect the validity of the remaining provisions. The parties in this case shall endeavor to find a mutually agreeable provision.