General terms and conditions
The following General Terms and Conditions (hereinafter referred to as “GTC”) of TIGRES GmbH shall apply to all offers and order acceptances as well as to all deliveries, services, other services and information. Services in the sense of these GTC are e.g. laboratory measurements, consultations, assessments, method and process development. In the sense of the BGB, the GTC apply only to entrepreneurs. Any agreements to the contrary shall only apply if they have been expressly acknowledged by us.
1. Conclusion of contract
1.1 An order or the placing of an order – even if it is based on the acceptance of an offer by Tigres GmbH – is in principle only deemed to be an offer without obligation and does not commit to the conclusion of a contract. Unless they have been effectively revoked, we reserve the right to accept them within two weeks. Acceptance shall be in the form of a written order confirmation. Neither a handwritten signature nor an electronic signature is required to maintain the written form. Notifications by fax or e-mail shall be deemed to have been made in writing in the same way as other text forms.
1.2 Subsequent amendments or supplements shall only be binding on us if they have been expressly confirmed by us in writing. Drawings, illustrations, weight specifications and other documents belonging to the offer are, unless specifically confirmed, only approximate. The risk of incorrect specifications (sketches, etc.) or incorrect transfer of the essential dimensions shall be borne by the customer. The customer is obliged to accept custom-made products.
2. Prices and payment conditions
2.1. In the event of changes to the order data, previous price quotations shall be invalid. Unless expressly agreed otherwise, prices are ex works. The purchaser shall bear the costs for packaging, postage, other shipping costs and the sales tax valid at the time of delivery. After the order has been confirmed, any changes made to the work item or service at the request of the customer will be charged to the customer.
2.2. Unless expressly agreed otherwise, payment shall be made within 30 days of the invoice date or immediately net without deduction in the case of repairs. Payments shall be made in EURO without deduction and free of charges and expenses to one of the bank accounts designated by us. In the event of default in payment, we shall be entitled to demand interest on arrears in the amount of 8 percentage points above the respective base interest rate, whereby proof of higher damages caused by default shall be possible at any time.
2.3. VAT-free deliveries to other EU countries are only possible if the ID no. is known. of the customer is possible. Deliveries to other foreign countries are only possible with payment in advance or with confirmed, irrevocable letter of credit.
2.4. If payments are not made on time, we reserve the right to cancel or not deliver subsequent orders.
2.5. If insolvency proceedings are filed against the assets of the customer, if the customer fails to meet material obligations towards us or if the customer makes incorrect statements regarding its creditworthiness, outstanding claims shall become due for payment immediately or a deferral of payment shall no longer be possible.
3. Rights of the customer
3.1. The customer shall only have the right to offset against our claims if his counterclaims are legally binding or undisputed. The Purchaser shall only be entitled to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.
4. Delivery time and delay
4.1. The commencement of the delivery period stated by us shall be subject to the clarification of all technical questions and the timely and proper fulfillment of the obligations and duties of the Purchaser. If import licenses or other permits are required in the country of destination, the customer must provide us with their number, date of approval and period of validity when placing the order.
4.2. The delivery period is subject to correct and timely delivery to us. The delivery period shall be deemed to have been met if the customer has been notified of readiness for dispatch within the delivery period. By notification, the customer is obliged to accept the goods immediately. Any changes in the design of the delivery item requested by the Purchaser within the delivery period shall interrupt and extend the delivery period accordingly.
4.3. We are entitled to deliver before the agreed time. Partial delivery and performance on our part is permissible to a reasonable extent. We are entitled to set an appropriate delivery deadline in the event that the agreed delivery date is exceeded.
4.4. If the customer is in default of acceptance or culpably violates other duties to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims.
4.5. In the event of force majeure and other unforeseeable, extraordinary and non-culpable circumstances, if we are prevented from fulfilling our obligation in a timely manner, the delivery period shall be extended to a reasonable extent. If the delivery or service becomes impossible or unreasonable due to the aforementioned circumstances, we shall be released from the delivery obligation. If a resulting delay in delivery lasts longer than three months, the contracting parties shall be entitled to withdraw from the contract. If the delivery time is extended or if we are released from the delivery obligation, the customer cannot derive any claims for damages from this. We can only invoke the above circumstances if we have notified the customer at short notice.
4.6. Otherwise, the amount of compensation for damages due to delay shall be limited to 0.5% and due to other breaches of duty to 100% of the respective value of the performance which cannot be used on time or in accordance with the contract as a result of the delay.
5.1. The shipment of the delivery item is at the risk of the purchaser. The risk shall pass to the customer as soon as the consignment has been handed over to the person carrying out the transport or has left our warehouse for the purpose of shipment, irrespective of whether the shipment is made from the place of performance or who bears the freight costs.
5.2. If the goods are ready for shipment and the shipment or acceptance is delayed for reasons for which we are not responsible, the risk shall pass to the customer upon receipt of the notice of readiness for shipment.
5.3. Transport or technical insurance shall only be taken out at the express request of the Purchaser and at the Purchaser’s expense.
5.4. For the interpretation of the delivery clause (e.g. fob cib, c&f), the “Incoterms” defined by the International Chamber of Commerce (ICC) shall apply, in each case in their latest version.
6. Installation and assembly
Unless otherwise agreed in writing, the following provisions shall apply to installation and assembly:
6.1. The purchaser has to take over and provide in time at his own expense:
a) All ancillary work outside the industry, including the skilled and unskilled labor required for this purpose, as well as building materials and tools.
b) Power and water connections including all other necessary connections at the point of use.
c) Protective clothing and protective devices that are required as a result of special circumstances and are not part of the conventional equipment.
d) The requisites necessary for commissioning, such as lifting equipment or other devices, as well as fuels and lubricants.
e) Sufficiently large rooms or storage areas at the assembly site for storing machine parts, tools, equipment and materials. Sanitary facilities and recreation and work rooms for the assembly personnel.
6.2. Before starting installation, all items required for installation must be available at the installation site. The preparatory work must have progressed to such an extent that the assembly can be started as agreed and carried out without delays.
6.3. If the installation is delayed due to circumstances not caused by the Supplier, the Purchaser shall bear the costs for additional travel, travel and waiting times.
6.4. If the supplier demands acceptance after completion, this must take place within 14 days. If this does not happen, acceptance shall be deemed to have taken place.
Acceptance shall also be deemed to have taken place if the delivery – after a test phase, if agreed – is put into use.
7. Retention of title
7.1. We deliver only on the basis of the reservation of title described in more detail below. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We retain title to the delivery item until receipt of all payments under the delivery contract.
7.2. As long as ownership has not yet been transferred to the Purchaser, the Purchaser shall be obliged to treat the purchased item with care. In particular, he is obliged to insure them adequately at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work has to be carried out, the Purchaser shall carry this out in good time at its own expense. As long as ownership has not yet been transferred, the purchaser must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of a lawsuit in accordance with § 771 ZPO (German Code of Civil Procedure), the customer shall be liable for the loss incurred by us.
7.3. Provided that we have given our consent, the customer shall be entitled to resell the goods subject to retention of title in the normal course of business. The purchaser hereby assigns to us the claims of the customer arising from the resale of the goods subject to retention of title. This assignment is already accepted by us now and applies irrespective of whether the object of sale has been resold without or after processing. Provided that we have given our consent, the customer shall remain authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected. However, we shall not collect the claim as long as the customer meets its payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have not been suspended.
7.4. The property remains through treatment and processing.
7.5. Insofar as the value of the securities to which we are entitled exceeds the claims to be secured by more than 20%, the customer shall have the option to demand the release of these securities.
8. Claims for defects and notice of defects
8.1. Claims for defects on the part of the purchaser presuppose that the purchaser has properly fulfilled its obligations to inspect the goods and give notice of defects in accordance with §§ 377 of the German Commercial Code (HGB). Should complaints arise despite the utmost attention, then in accordance with § 377 HGB (German Commercial Code) obvious defects are to be claimed immediately, at the latest however within 5 working days after receipt of the goods, hidden defects immediately after their discovery, otherwise the goods are deemed to have been approved.
8.2. If, despite all due care, the delivered goods show a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We shall always be given the opportunity to remedy the defect within a reasonable period of time. If the supplementary performance fails twice, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
8.3. Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of the usability, in the case of natural wear and tear as well as in the case of damage which occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unauthorized structural changes, improper repairs, non-observance of the operating instructions, unsuitable operating materials or special external influences, e.g. force majeure, and which were not assumed under the contract. If the customer or third parties carry out improper repair work or modifications, there shall also be no claims for defects for these and the resulting consequences.
8.4. Claims for defects shall become time-barred 12 months after delivery of the goods supplied by us to the customer. Our consent must be obtained before any goods are returned. Subsequent deliveries and rectifications within the warranty period shall not constitute a new start of the limitation period.
8.5. Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, shall be excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a location other than the customer’s branch office, unless the transfer is in accordance with their intended use.
8.6. In the event of fraudulent concealment of a defect or in the event of the assumption of a guarantee of quality at the time of the transfer of risk, the rights of the Purchaser shall be governed exclusively by the statutory provisions. A quality guarantee must always be specifically identified as such in the written order confirmation, even in the case of follow-up transactions. In particular, keyword-like designations, the reference to generally accepted standards, the use of trademarks or quality marks or the presentation of samples or specimens shall not in themselves constitute the assumption of a guarantee or warranty.
8.7. Further claims or claims for defects of the customer against us and our vicarious agents other than those regulated in clause 8 are excluded.
9.1. If, through our fault, the delivery item cannot be used by the Purchaser in accordance with the contract as a result of omitted or faulty execution of suggestions and advice given before or after conclusion of the contract or as a result of the breach of other contractual collateral duties, in particular the instructions for operation and maintenance of the delivery item, the provisions of Sections 7 and 8 shall apply mutatis mutandis to the exclusion of any further claims of the Purchaser.
9.2. For damages that have not occurred to the delivery item itself, we shall be liable, for whatever legal reasons, only
a) in case of intent
b) in case of gross negligence
c) in case of culpable injury to life, body and health
d) in the event of defects in the delivery item, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items.
9.3. In the event of culpable breach of material contractual obligations, we shall also be liable for gross negligence on the part of non-executive employees and for slight negligence, in the latter case limited to reasonably foreseeable damage typical for the contract.
9.4. Further claims are excluded.
9.5. Irrespective of compliance with the statutory provisions and the provisions provided for in the GTC, the Purchaser may only claim damages in lieu of performance after it has additionally threatened us with refusal of performance and, in the event of failure to perform, has finally refused such performance vis-à-vis us within a reasonable period after threatening refusal.
9.6. The limitation period for contractual claims shall apply equally to non-contractual claims of the customer against us which compete with contractual claims. Insofar as we are not liable due to intent or the claim of the customer has not become time-barred beforehand, a preclusion period of 6 months shall apply to the filing of claims for damages, beginning with the rejection of the claim for damages.
9.7. The above provisions on liability shall also apply to statutory claims of the customer for reimbursement of futile expenses as well as to the personal liability of our employees, workers, representatives and vicarious agents.
10. Confidentiality and industrial property rights
10.1. The purchaser shall provide all data and information from our business area, insofar as not
generally accessible nor generally known, treat confidentially and keep secret.
10.2. To the images provided by us in physical or electronic form,
drawings, calculations and other documents as well as software articles, we reserve all rights to the
property rights, copyrights and other industrial property rights. However, the purchaser may not use the
results of the work produced, insofar as he uses them lawfully in the course of business
acquired. Unless otherwise agreed in writing, we will share the results exclusively with the
10.3. The data about the customer received in connection with the business relationship will be used by us
stored and processed in accordance with data protection regulations and not passed on to
11.1. The place of jurisdiction for all disputes arising between the parties is Hamburg. We have
however, the right to bring an action at the headquarters of the Purchaser.
11.2. The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.