TOSS
   General terms of business of the TOSS GmbH
 

1. General information

The following general terms of business are obligatory basis and subject-matter of the contract for the entire course of business with the client, without special reference to it in each individual case. Alterations and additional special agreements require written form. This form requirement is only to be removed in writing. Opposing terms of business of the client are not effective. If one of the terms of contract should be invalid, then, thereby, it does not concern the validity of the entire contract. Instead of the invalid term of contract, the law or a regulation which comes economically next to that the parties required, comes into force.

 

2. Supply

The range of the supplies and performances is to be determined in writing. If a contract was not signed, the written order confirmation of the supplier is effective. Times and dates for delivery are only obligatory  in the case of written confirmation by the supplier. In the case of delay, an appropriate following date of delivery is to be granted covering at least six weeks. An arranged date for delivery was observed, if, within this period, the object of the purchase was transferred  to a transport and forwarding agency for distribution to the client. Likewise, at this time, the turn of risks takes place. If the production, procurement or supply is obstructed, delayed or made impossible due to higher force by strike, lockout, scarcity of raw materials or other operational disturbances in the own factory, with preceding suppliers or with transport agencies, then the supplier has the right to entirely or partly cancel the execution of the orders or to extend the times for delivery. Claims to recover damages are in no case to be placed  against the supplier. Otherwise, claims for damages of the client because of delay are limited to the purchase price except with intent and gross negligence of the supplier or its executing assistants, as far as the client substantiates the damage caused by the delay. The client is contracted to individually pay for partial deliveries.

 

3. Prices

The prices are without engagement and always effective without packaging and delivery costs. If a period of more than three months is situated between conclusion of a contract and supply, the supplier is entitled to consider any cost increases due to wage and material costs and to place those prices valid on the day of supply.

 

4. Terms of payment, retention of ownership

The invoices are payable within 30 days after issue. If the client is delayed with the payment, the supplying company is legitimated to calculate default interests at a value of 2% above the respective rate of discount of the Federal Bank and to enforce damage caused by default.

The goods are property of the supplier up to the complete fulfillment of all commitments of the contractual relation. The client has to take good care of the goods which are under retention of property, to inform the supplier immediately in writing about each change of location and interventions of a third party, in particular with seizures under attaching the seizing log. If the goods are supplied to a third party according to the intended purpose, the client has to obligate this third party to observe the retention of property in accordance with the provisions mentioned above. In the case of disregard of the aforementioned determined liabilities of the client, the supplier has the right to withdraw from the contract. If the supplier makes use of its right of withdrawal - given due to the retention of property - because of non-payment of the purchase price, after it set the client in delay, the client has to pay for the appropriate expenditures of the supplier - namely 5% of the purchase price of the taken back goods and  further 10% for depreciation of the taken back goods as well as for leaving them for the client's use, subject to the offsetting of an actually proven, larger damage.

If the client cancels starting from 4 weeks after order signing, a cancellation fee is due, namely 5% of the quantity of the order, plus the already developed proven costs (material, work time etc.).

 

5. Liability

Objections must be made immediately after receipt of the goods by registered letter, otherwise the goods are to be regarded as perfectly supplied. Then, the supplier commits itself to carry out improvements concerning lacks of goods of the purchase within an appropriate period or to substitute those goods, alternatively. The return to the supplier has to take place carriage-free and insured. If a second rework attempt fails too in an appropriate period and no substitution is given, the client can require the cancellation of the contract and the lowering of the purchase price. Any kind of the guarantee, in particular payment of damages, because of lack-consequential damage, is impossible. The guarantee does not extend to such damage, which results  from natural wear and tear, inappropriate handling etc. by the client. The guarantee duty expires if the client carries out any unauthorized repairs or modifications. Guarantee claims exist according to the general terms of delivery of the ZVEI for 12 months after delivery / handing over. Claims for payment of damages of the client because of default, bad performance of the contract or because of incorrect specifications in the conclusion of a contract - as far as the aforementioned things are not differently regulated - are limited to the amount of the purchase price of the respective thing, which is in direct connection with the occurred damage, unless intent or gross negligence fall to the debit of the supplier or its coworkers, respectively.

 

6. Place of fulfillment and legal venue

Place of fulfillment is Potsdam. Potsdam is legal venue for all disputes resulting from the contractual relation.

Potsdam is legal venue in the case of contracts with fully qualified merchants.

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Last update: 15.07.2018