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General Delivery Provisions for TPS - Industriewaschmaschinen und Anlagenbau GmbH

The following provisions shall apply for all sales and deliveries to the extent not otherwise agreed upon in writing.

The customer's business provisions shall only apply to the extent agreed upon in writing.

1. Our offers are subject to confirmation. Contracts shall first take effect upon our confirmation of the order. Technical data, illustrations, drawings, specifications regarding weights and dimensions shall only be contractually binding, when such have been confirmed in writing. The right to make constructional modifications is reserved. Information in brochures and operating instructions shall not be considered as assured properties. Customers are responsible for checking the usability of our products.
2. The deadline for delivery shall begin with the receipt of the documents to be provided by the customer as well as the agreed upon payment.
The deadline for delivery shall be considered to have been maintained when the delivery has left the plant by its expiration or notification has been provided that the object is ready for delivery.
3. Our company shall be authorized to make partial deliveries. Each partial delivery may be invoiced separately.
4. The obligation to make delivery shall be waived in cases of force majeure, operational disruptions, strike or other hindrances affecting our company or our suppliers, for which our company does not bear responsibility.
5. Our company shall choose the safest, most inexpensive solution for shipping according to our discretion. In principle, deliveries shall be made ex works, if no other agreements have been made.
6. All risks shall transfer to the customer as soon as the goods have been made available to the shipping company. If shipment is delayed as a consequence of circumstances for which the customer bears responsibility, all risks shall transfer to the customer upon notification of readiness for shipment. In this case, our company will store the goods at the customer's expense. For storage in the plant, our company will charge at least 0.5% of the invoiced amount for the storage of the delivery..
7. Prices are understood to exclude packaging, freight and similar expenses and the respectively applicable value-added tax.
If our company increases or reduces their prices in the period between the conclusion of the contract and delivery, the price valid at the time of delivery shall apply..
8. Payments shall only be considered to have been made when our company can access the payment freely through a bank.
Our company shall only accept checks and bills of exchange on account, discounts and allowances shall be borne by the customer.
If payment is delayed, a late payment fee amounting to 4% above the Federal Bank's discount rate shall be invoiced without notice.
If there are justified doubts about the customer's ability to make payment or bankruptcy or conciliation proceedings against the customer's assets are started, our company shall be authorized to demand all payments due, payment in advance or provision of collateral. The customer may only offset said demands using undisputed or legally effective counterclaims. They shall not be authorized to retain or reduce invoice amounts when there are complaints about the goods.
9. Our company shall retain ownership of the delivered goods until the customer has settled all demands from the business transaction and remitted any bills of exchange that have been accepted. If our company has processed or re-worked the goods in the period between the conclusion of the contract and delivery, our company shall not be obligated as manufacturer. Our company shall retain co-ownership of the new product in proportion to the invoiced value of the retained goods and the value of the other materials used for re-working and connection with other goods.
Customers may only sell the retained goods as part of the course of normal business and may not pawn them or use them as collateral. They must notify our company about any access by third parties immediately. Upon request, they must insure the retained goods at their own expense against loss and damage. They shall transfer their claims from the insurance policies to our company.
The customer shall transfer their claims from their sale of the retained goods to our company to the extent of our share of ownership of the sold goods as collateral in advance. The customer shall be authorized to retract the claims as long as they have met their payment obligations to our company.
If the realization of our claims were to appear to be at risk, the customer must make the return of the retained goods possible upon request, notify their purchaser of the rescission of the claim and provide all required information and documents. Our company shall be authorized to make their customer aware of the rescission. The return of the retained goods does not represent a withdrawal from the contract.
If the value of the collateral were to exceed our claims by more than 20% then we would accordingly release collateral at our discretion upon demand by the customer.
In any event, our company retains the rights of ownership and intellectual property for the drawings and other documents. They may not be made accessible to third parties.
10. Our company must be notified about any defects in the delivered goods must 8 days after receipt of the goods at the latest. If any defects are hidden, notification of such must be made immediately. If these terms are exceeded, all claims of defect shall expire. Such shall also apply in the same spirit, when the delivered goods have been handled or re-worked improperly. In any event, the right of complaint shall expire 6 months after receipt of the goods.
If complaints are justified, our company shall improve the goods or deliver replacements at our discretion. If this does not occur within a suitable period, if the replacement delivery exhibits errors or the improvements fail, the customer may return the goods or demand a reduction in price.
11. Regardless of their nature, claims for damages against our company shall only exist when the promised properties are missing, essential contractual obligations have been breached or our vicarious agents have caused such through culpable negligence or intent. Liability shall be limited to the damage foreseeable as a consequence of the error. For the remainder, claims of damage shall be excluded.
Claims pursuant to the German Product Liability Act shall remain unaffected hereby.
If the customer were to withdraw from the contract without cause or to not fulfill the contract for their part, our company could demand compensation for damages amounting to 25% of the order value. Enforcement of a provably higher level of damage shall be retained.
12. Our company shall accept the return of the shipping packaging at the expense of the customer to the extent that the customer does not waive such return.
13. Place of fulfillment and court of jurisdiction for the delivery shall be our delivery warehouse. Court of jurisdiction for all disagreements is Helmstedt, Germany.

Court of Jurisdiction: Braunschweig HRB Nr. 100749,
Managing Directors: Michael Tippelt, Dirk Siemann
Dated: 1/1/2018