General terms and conditions

I. Scope

1. The following terms and conditions of sale apply to all contracts concluded between the buyer and us for the delivery of goods. They shall also apply to all future business relations, even if they are not expressly agreed again. Any deviating terms and conditions of the Buyer which we do not expressly acknowledge shall not be binding on us, even if we do not expressly object to them. The following terms and conditions of sale shall also apply if we execute the Buyer’s order without reservation in the knowledge of conflicting or deviating terms and conditions of the Buyer.
2. In the contracts and these terms and conditions of sale, all agreements made between the buyer and us for the execution of the purchase contracts are set out in writing. Any oral declarations made by us prior to the conclusion of the contract shall be legally non-binding and shall be replaced by the written contract, unless otherwise agreed therein.

II Offer and Conclusion of Contract, Property Rights

1. We can accept an order of the buyer, which is to be qualified as an offer to conclude a purchase contract, within two weeks by sending an order confirmation or by sending the ordered products within the same period.
2. Our offers are subject to change and non-binding, unless we have expressly designated them as binding.
3. We reserve our property rights, copyrights and other industrial property rights to all illustrations, calculations, drawings and other documents. The purchaser may only pass these on to third parties with our written consent, irrespective of whether we have marked them as confidential.

III. terms of payment

1. Our prices are ex works without packaging, unless otherwise specified in the order confirmation. Our prices do not include the statutory value added tax. These will be shown separately in the invoice at the statutory rate on the date of invoicing.
2. A cash discount deduction is only permissible with a special written agreement between us and the buyer. The purchase price is due for payment without deduction immediately upon receipt of the invoice by the purchaser, insofar as no other term of payment results from the order confirmation. A payment shall only be deemed to have been made when we can dispose of the amount. In the case of payments by check, payment shall not be deemed to have been made until the check is cashed.
3. If the buyer is in default with a payment, which occurs at the latest if the buyer does not make payment within 30 days after receipt of the invoice and due date, the statutory provisions shall apply.
4. The purchaser is only entitled to set-off, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established, have been acknowledged by us or are undisputed. The purchaser is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.

IV. Delivery and performance time

1. Delivery dates or deadlines that have not been expressly agreed as binding are exclusively non-binding information. The delivery time we specify does not begin until the technical issues have been clarified. Likewise, the buyer shall duly and timely fulfill all obligations incumbent upon him.
2. Delivery dates and delivery periods shall be extended appropriately – also within a delay – in the event of force majeure and all unforeseen obstacles occurring after conclusion of the contract for which we are not responsible (in particular also operational disruptions, strike, lockout or disruption of traffic routes), insofar as these obstacles demonstrably have a considerable influence on the delivery. This also applies if these circumstances occur at our suppliers and their sub-suppliers.
3. If the underlying purchase agreement is a transaction for delivery by a fixed date within the meaning of Sec. 286 para. 2 No. 1 BGB or § 376 HGB, we shall be liable in accordance with the statutory provisions. The same shall apply if, as a result of a delay in delivery for which we are responsible, the purchaser is entitled to claim that it no longer has an interest in the further performance of the contract. In this case, our liability shall be limited to the foreseeable, typically occurring damage if the delay in delivery is not due to an intentional breach of contract for which we are responsible, whereby fault on the part of our representatives or vicarious agents shall be attributed to us. Likewise, we shall be liable to the purchaser in the event of a delay in delivery in accordance with the statutory provisions if this is based on an intentional or grossly negligent breach of contract for which we are responsible, whereby fault on the part of our representatives or vicarious agents is to be attributed to us. Our liability is limited to the foreseeable, typically occurring damage if the delay in delivery is not due to an intentional breach of contract for which we are responsible.
4. In the event that a delay in delivery for which we are responsible is due to a culpable breach of a material contractual obligation, whereby fault on the part of our representatives or vicarious agents is attributable to us, we shall be liable in accordance with the statutory provisions, subject to the proviso that in this case liability for damages shall be limited to the foreseeable, typically occurring damage.
5. Otherwise, in the event of a delay in delivery for which we are responsible, the Buyer may claim a lump-sum compensation in the amount of 3% of the delivery value for each full week of delay, but not more than 15% of the delivery value.
6. Any further liability for a delay in delivery for which we are responsible is excluded. The Buyer’s further statutory claims and rights to which he is entitled in addition to the claim for damages due to a delay in delivery for which we are responsible shall remain unaffected.
7. We are entitled to make partial deliveries and render partial services at any time, insofar as this is reasonable for the customer.
8. If the purchaser is in default of acceptance, we shall be entitled to claim compensation for the resulting damage and any

additional expenses. The same shall apply if the purchaser culpably violates duties to cooperate. The risk of accidental deterioration and accidental loss shall pass to the purchaser upon the occurrence of default of acceptance or debtor’s delay.

V. Transfer of Risk – Shipping/Packaging

1. Loading and shipping are uninsured at the risk of the buyer. We shall endeavor to take into account the wishes and interests of the Buyer with regard to the mode and route of shipment; any additional costs incurred as a result – even in the case of agreed freight prepaid delivery – shall be borne by the Buyer.
2. We do not take back transport packaging and all other packaging in accordance with the Packaging Ordinance, with the exception of Euro pallets. The purchaser shall be responsible for the disposal of the packaging at his own expense.
3. If shipment is delayed at the request or through the fault of the buyer, we shall store the goods at the expense and risk of the buyer. In this case, the notification of readiness for shipment is equivalent to the shipment.
4. At the request and expense of the purchaser, we will insure the delivery by transport insurance.

VI Warranty/Liability

1. Claims for defects on the part of the purchaser shall only exist if the purchaser has duly complied with his duties of inspection and notification of defects owed under § 377 of the German Commercial Code (HGB). This does not apply to a buyer who is a consumer according to § 13 BGB.
2. In the event of justified notices of defect, we shall be obliged to provide subsequent performance to the exclusion of the Buyer’s rights to withdraw from the contract or to reduce the purchase price (reduction), unless we are entitled to refuse subsequent performance on the basis of statutory provisions. The purchaser shall grant us a reasonable period of time for subsequent performance. Subsequent performance may be effected, at the Purchaser’s option, by remedying the defect (subsequent improvement) or by delivery of new goods. In the event of rectification of defects, we shall bear the necessary expenses insofar as these are not increased because the subject matter of the contract is located at a place other than the place of performance. If the supplementary performance has failed, the purchaser may, at his discretion, demand a reduction of the purchase price or declare his withdrawal from the contract. The rectification of defects shall be deemed to have failed with the second unsuccessful attempt, unless further attempts at rectification are reasonable and acceptable to the Buyer due to the subject matter of the contract. Claims for damages under the following conditions due to the defect can only be asserted by the buyer if the subsequent performance has failed. The right of the purchaser to assert further claims for damages under the following conditions remains unaffected.
3. The purchaser’s warranty claims shall expire one year after delivery of the goods to the purchaser, unless we have fraudulently concealed the defect or the purchaser is a consumer; in this case, the statutory provisions shall apply. Our obligations under Section VI para. 4 and Section VI para. 5 remain unaffected by this.
4. In accordance with the statutory provisions, we shall be obliged to take back the new goods or to reduce the purchase price even without setting the otherwise required deadline if the purchaser’s customer, as a consumer of the new movable item sold (purchase of consumer goods), was entitled to demand the return of the goods or the reduction of the purchase price due to the defect of these goods or if the purchaser is subject to a similar resulting right of recourse. In addition, we shall be obliged to reimburse expenses of the Buyer, in particular transport, travel, labor and material costs, which the Buyer had to bear in relation to the end consumer within the scope of subsequent performance due to a defect of the goods existing at the time of transfer of risk from us to the Buyer. The claim is excluded if the purchaser has not properly fulfilled his duties of inspection and notification of defects owed under § 377 of the German Commercial Code (HGB).
5. The obligation under Section VI para. 4 is excluded insofar as it concerns a defect based on advertising statements or other contractual agreements not originating from us, or if the buyer has given a special guarantee to the end user. The obligation is also excluded if the purchaser himself was not obliged to exercise the warranty rights towards the end user on the basis of the legal regulations or did not make this complaint towards a claim made to him. This shall also apply if the purchaser has assumed warranties towards the end user which exceed the statutory scope.
6. Irrespective of the following limitations of liability, we shall be liable in accordance with the statutory provisions for damage to life, limb and health resulting from a negligent or intentional breach of duty by us, our legal representatives or our vicarious agents, as well as for damage covered by liability under the Product Liability Act. For damages not covered by sentence 1 and which are based on intentional or grossly negligent breaches of contract as well as fraudulent intent by us, our legal representatives or our vicarious agents, we shall be liable in accordance with the statutory provisions. In this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage, unless we, our legal representatives or our vicarious agents have acted intentionally. To the extent that we have given a quality and/or durability guarantee with regard to the goods or parts thereof, we shall also be liable within the scope of this guarantee. However, we shall only be liable for damage based on the absence of the guaranteed quality or durability, but which does not occur directly to the goods, if the risk of such damage is obviously covered by the guarantee of quality and durability.
7. We are also liable for damages caused by simple negligent violation of such contractual obligations, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance with which the buyer regularly relies and may rely. However, we shall only be liable to the extent that the damage is typically associated with the contract and is foreseeable.
8. Any further liability shall be excluded irrespective of the legal nature of the asserted claim; this shall apply in particular to tortious claims or claims for reimbursement of futile expenses in lieu of performance; this shall not affect our liability pursuant to Section IV, item. 2 to section IV para. 5 of these Terms and Conditions of Sale. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.
9. Claims for damages by the purchaser due to a defect shall become time-barred one year after delivery of the goods. This shall not apply in the event of injury to life, limb or health for which we, our legal representatives or our vicarious agents are responsible, or if we, our legal representatives have acted with intent or gross negligence, or if our ordinary vicarious agents have acted with intent, or if the Buyer is a consumer.
10. Technical changes which are reasonable for the object or indicated within the scope of technical progress or insignificant changes and deviations which do not impair usability or the use of at least equivalent materials or components are in accordance with the contract, provided that no noticeable disadvantages arise for the purchaser as a result.
11. Prior to the execution of possible installation work, the Buyer shall hand over to us all plans concerning the condition of the subsoil, including in particular the course and location of lines or other important facilities or loads, so that the installation work can be carried out without any consequential damage. We rely on these documents during installation and do not carry out our own investigations of the soil. Damages resulting from incomplete documents shall not be borne by us, unless the damage was caused intentionally or by gross negligence on our part.

VII Retention of title

1. The delivered goods (reserved goods) shall remain our property until all claims, including all current account balance claims, to which we are entitled against the Buyer now or in the future have been satisfied. In the event of the Buyer’s conduct in breach of the contract, e.g. default in payment, we shall have the right to take back the reserved goods after setting a reasonable deadline in advance. If we take back the reserved goods, this shall constitute a withdrawal from the contract. If we seize the goods subject to retention of title, this shall constitute a withdrawal from the contract. We are entitled to utilize the goods subject to retention of title after taking them back. After deduction of a reasonable amount for the costs of realization, the proceeds of the realization shall be set off against the amounts owed to us by the Buyer.
2. The Buyer shall handle the reserved goods with care and insure them adequately at replacement value against fire, water and theft damage at its own expense. Maintenance and inspection work that becomes necessary must be carried out by the purchaser in good time at his own expense.
3. The purchaser is entitled to sell and/or use the reserved goods properly in the course of business as long as he is not in default of payment. Pledges or transfers of ownership by way of security are not permitted. The claims arising from the resale or any other legal ground (insurance, tort) with regard to the goods subject to retention of title (including all balance claims from current account) are already now assigned to us by the purchaser in full by way of security; we hereby accept the assignment. We revocably authorize the buyer to collect the claims assigned to us for his account in his own name. The direct debit authorization can be revoked at any time if the buyer does not properly fulfill his payment obligations. The Buyer shall also not be authorized to assign this claim for the purpose of collecting the claim by way of factoring, unless the obligation of the factor is established at the same time to effect the counter-performance in the amount of the claims directly to us for as long as we still have claims against the Buyer.
4. Any processing or transformation of the reserved goods by the purchaser shall in any case be carried out on our behalf. If the goods subject to retention of title are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title (final invoice amount including VAT) to the other processed items at the time of processing. The same shall apply to the new item created by processing as to the reserved goods. In the event of inseparable mixing of the reserved goods with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other mixed items at the time of mixing. If the Buyer’s item is to be regarded as the main item as a result of the mixing, the Buyer and we agree that the Buyer shall transfer co-ownership of this item to us on a pro rata basis; we hereby accept the transfer. The purchaser shall hold our sole or co-ownership of an item thus created in safe custody for us.
5. In the event of access by third parties to the goods subject to retention of title, in particular seizures, the buyer shall point out our ownership and notify us immediately so that we can enforce our ownership rights. Insofar as the third party is not in a position to reimburse us for the judicial or extrajudicial costs incurred in this connection, the purchaser shall be liable for these.
6. We are obligated to release the securities to which we are entitled to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; in this context, we shall be responsible for selecting the securities to be released.

VIII Place of performance, place of jurisdiction, applicable law

1. The place of performance and jurisdiction for deliveries and payments (including actions on checks and bills of exchange) as well as all disputes arising between us and the Buyer from the purchase contracts concluded between us and the Buyer shall be our registered office. However, we are also entitled to sue the buyer at his place of residence and/or business. In the case of consumers, the statutory provisions shall apply.
2. The relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods and international trade regulations (CISG) is excluded.

IX. Notes on data protection law

1. Person responsible according to Art. 4 para. 7 of Regulation (EU) 2016/679 (hereinafter “GDPR”) is T.Werk GmbH, Greisbacherstraße 6, 89331 Burgau, registered in the Commercial Register of the Memmingen Local Court under HRB 15016, represented by the sole managing director Markus Ziegler, phone: +49 (0) 8283 997904-0; e-mail: info(at)t-werk.eu
2. We process the Buyer’s personal data only for the purpose of fulfilling the contractual relationship and pursuing our legitimate interests. Legal bases for this are Art. 6 para. 1 p. 1 letters b and f DSGVO.
3. The personal data (esp. name, address, telephone number, e-mail address) provided to us by the buyer in the course of concluding a contract are required for the conclusion and fulfillment of the contractual relationship.
4. We will delete the buyer’s personal data after the legal/tax retention periods have expired.
5. The buyer has the following rights towards us regarding his personal data: right to information; right to correction or deletion; right to restriction of processing; right to object to processing; right to data portability. The details result from Art. 15ff. GDPR.
6. The buyer has the right to complain to a data protection supervisory authority about the processing of his personal data by us. The details result from Art. 77 para. 1 GDPR.

X. Return policy

1. Returns of goods outside of complaints are only permitted after examination by T.Werk GmbH. T.Werk GmbH is free to refuse returns of goods. Returns approved by T.Werk GmbH must be in their original packaging and in a proper and saleable condition. The return processing fee is 10% of the purchase price paid, but at least €100 flat rate. Returns of goods with a value of less than €100.00 and goods that were delivered more than six months ago are categorically excluded.