(1) The delivery and service contract shall only come into force upon written order confirmation by tcms GmbH materialised.
(1) A binding price shall only be determined by written order confirmation on the part of tcms GmbH and subject to the proviso that the order data on which the order confirmation is based remain unchanged. Prices are quoted ex works in euros plus the value added tax applicable at the time of delivery, unless otherwise stated.
(2) Packaging, postage, insurance and other shipping costs are not included and will be charged additionally.
(3) Any changes made to the object of the work at the request of the client after the order has been confirmed shall be charged to the client.
(4) Design drawings, tools, samples and similar preparatory work initiated by the Customer shall be invoiced even if the order is not placed. In this respect, these terms and conditions shall apply even before the order is placed.
(1) The entrepreneur is authorised to make partial deliveries.
(2) The information provided by tcms GmbH The delivery times stated refer to the time of dispatch of the goods. They shall be deemed to have been met if the goods leave the factory at this time or if the customer is notified that the goods are ready for delivery.
(3) The agreed delivery period shall always apply after clarification of all technical and commercial details. In this respect, delivery periods are generally non-binding. Delivery dates are only binding if the delivery date has been confirmed in writing to the client as binding.
(4) If an action by the customer is required for the production of the work or for the execution of the delivery, the delivery period shall only begin with the complete execution of this action by the customer.
(5) If the delivery deadline is exceeded, the client must grant a reasonable grace period.
(6) Force majeure, operational disruptions and similar unforeseeable circumstances for which the Contractor is not responsible shall release the Contractor from compliance with the delivery deadlines for the duration of the operational disruption. In such cases, the Customer shall in particular not be entitled to withdraw from the contract and/or claim damages.
(1) The client must inspect the service for defects immediately after delivery of the workpieces. Obvious defects must be reported immediately, but at least within one week of receipt of the workpieces. tcms GmbH in writing. If obvious defects are not reported, not reported on time or not reported in the correct form, the warranty shall lapse in this respect.
(2) tcms GmbH does not guarantee freedom from blowholes.
(3) Other defects are tcms GmbH within one week of becoming aware of it.
(4) tcms GmbH is entitled to carry out subsequent fulfilment. If subsequent fulfilment fails tcms GmbH entitled to repeated subsequent fulfilment.
(5) The customer shall only be entitled to withdraw from the contract and/or to claim damages if the subsequent fulfilment has repeatedly failed. Claims for damages shall only exist if tcms GmbH is responsible for gross negligence or intent. Compensation for consequential damages is excluded, unless they are based on intent.
(1) Liability for breaches of duty by tcms GmbH is limited to grossly negligent or wilful breaches of duty.
(2) tcms GmbH shall not be liable for breaches of duty resulting from work performed in accordance with drawings or samples checked by the client and approved by the client as production documents. For the constructive design tcms GmbH not. tcms GmbH shall, however, be obliged to inform the client immediately - if recognisable - of the impossibility of the technical implementation of the templates.
(3) In particular, liability for the infringement of third-party property rights is excluded in the provision of work services in accordance with the Client's specifications. The Contractor shall have no duty to inspect with regard to third-party property rights.
(1) Unless otherwise agreed, all invoices are payable by tcms GmbH due immediately and without deduction.
(2) If the target is exceeded tcms GmbH shall be entitled to demand default interest in the amount of 5% above the base interest rate of the Deutsche Bundesbank and, if the client is not a consumer, 8% above the base interest rate of the Deutsche Bundesbank, whereby proof of higher damages caused by default is possible at any time.
(3) Bills of exchange shall not be accepted, cheques only on account of performance and subject to crediting.
(4) If the client is in arrears with payment, the contractor is free to refuse further fulfilment of the contract. If the claim for payment is significantly jeopardised, the tcms GmbH shall be entitled to demand advance payment or sufficient security. If the customer refuses advance payment or security, the supplier may tcms GmbH withdraw from the contract and claim damages.
(5) Notwithstanding any provision of the client to the contrary, incoming payments shall in each case amortise costs, then interest and finally the principal claim, in the case of several claims the older claim first.
(1) The delivered goods and processed workpieces shall remain the property of the Supplier until full payment of all claims existing against the Customer on the invoice date has been made. tcms GmbH in their ownership.
(2) In the event of treatment or processing of the reserved goods tcms GmbH The customer is entitled to (co-)ownership in the value of the condition of the goods subject to retention of title before processing or treatment of the resulting item. Sale of the reserved goods is only permitted in the ordinary course of business of the client. If the client resells the reserved goods, he shall assign the claim against the purchaser at the time of the sale to tcms GmbH from. The client must oblige the purchaser to pay directly to the seller within the scope of the payment obligation resulting from the resale. tcms GmbH payment. Exceptions to this require prior written agreement between tcms GmbH and the client.
(3) In all other respects, disposals of the reserved goods are not permitted, in particular transfer by way of security and pledging.
(4) If execution is levied against the customer's assets and if goods subject to retention of title are affected by this, this shall be tcms GmbH immediately in writing, stating all necessary data (enforcement body, file number) and, if applicable, enclosing enforcement records.
(5) Items that are tcms GmbH provided to the client and which are not part of the work performance as such (e.g. drafts, construction drawings, tools, etc.) shall remain the property of tcms GmbH.
(1) The place of fulfilment is Meinerzhagen.
(2) If the client is an entrepreneur, a legal entity under public law or a special property under public law, the place of jurisdiction shall be Cologne.
The invalidity of individual provisions shall not affect the validity of the remaining provisions. The invalid provision shall be deemed replaced by an economically equivalent provision.
All declarations affecting the validity of the contractual relationship must be made in writing. Any amendment to the written form requirement must be made in writing.
