General Terms and Conditions
General Terms and Conditions of Company Times Vision GmbH & Co. KG
1 General
1.1 Deliveries and services at home and abroad are subject to the below mentioned conditions of the supplier. Conditions of the purchaser are not obligatory to the supplier even if they have not been rejected expressly.
1.2 This applies also for all future supplies even if on conclusion of the order the validity of these terms and conditions is not referred to again
2. Offer
2.1 The offer of the supplier is subject to confirmation. The order is considered as accepted only then, if it has been confirmed in writing by the supplier. Additions, amendments or subsidiary agreements which have been made telegraphically, by telefone or verbally must be confirmed in writing by the supplier to become valid.
2.2 Documents such as illustrations, drawings and technical data are to be considered as approximate unless they are not denoted as binding. The same applies to indications referring to lines/ducts and consumption, especially with regard to dimension, structure, colour and weight. Construction and shape are subject to alteration.
2.3 To all documents the supplier reserves his property and copyrights. They may not be transferred to third parties. Before transferring them to third parties customer needs written consent of the supplier.
3. Prices and Payment
3.1 As far as not otherwise agreed, prices are to be understood generally in EURO ex warehouse or ex works of the supplier plus costs for packing, freight, customs fees, assembly and erection and other subsidiary costs.Confirmed prices are only valid for purchase of the confirmed quantity.
3.2 The legal value-added tay is not included in our price; it is shown separately in the statutory rate on the date of invoice..
3.3 If not otherwise agreed, the following payment conditions are valid:
- 30% on receipt of order confirmation
- 65% immediately after notice of readiness for shipment; payment must be received before delivery to the purchaser.
- 5% within 7 days after initiation.
3.4 Payments are considered as effected only after their unconditional credit to one of supplier’s accounts.
3.5 The representatives of the supplier are not entitled to accept any payments without a separate written authorization.
3.6 The withholding of payments or setoff with eventual counterclaims of the purchaser which are denied by the supplier is not admissible.
3.7 The agreed price is based on on the current material costs, wages, freight costs and taxes or on the prices of the sub-suppliers. If these prices are changed until delivery of the order, then the order price is also changed in percentage to the change of the above mentioned costs.
4. Default
4.1 On exceedance of the payment periods 4% interest per annum above the prime rate are charged without the necessity of a notice of default.
4.2 If the purchaser does not meet his payment obligations or stops his payments, or if the supplier gets notice of a substantial deterioration of the financial circumstances of the purchaser which endanger the supplier’s pruchase price claim, then the total remainder of the debt becomes due at once. If the total remainder of the debt is not paid immediately, then the usage right of the purchaser to the delivery item expires. The supplier is entitled to either take the delivery item back without abandonment of his legal title until its settlement, or to withdraw from the contract. In case of removal of the delivery item all costs arising are for purchaser’s account. In case of withdrawal the purchaser must, additionally to the compensation for the usage of the delivery item, refund any depreciation even though not through his fault and the loss of profit to the supplier.
5. Delivery and Time of Delivery
5.1 The delivery time starts with the final clarification of the scope of delivery and agreement on the price, but not before the purchaser has provided the documents, permissions and releases to be procured by him and not before receipt of an agreed deposit.
5.2 The delivery time is kept, if until its expiration the delivery item has left the factory or the readiness for dispatch has been communicated.
5.3 The time of delivery will prolong appropriately in case of force majeure and other unforeseeable, exceptional and no-fault circumstances which are lying outside the sphere of control of the supplier, e.g. in case of difficulties in the procurement of material, breakdowns, lockout, lack of transport means, official interventions, difficulties in power supply, etc. If due to the mentioned circumstances the delivery or performance becomes impossible, then the supplier will be released from the delivery obligation. If the delivery time prolongs or the supplier is released from his delivery oblitation, the purchaser cannot deduce any claims from this.
5.4 The time of delivery is subject to the punctual delivery to the supplier.
5.5 On delay of shipment or required storage which is effected on request of the purchaser, or in case of other reasons for delay which are up to the purchaser, any arising costs will be charged.
5.6 Partial deliveries are not admissible, they are considered as separate deliveries.
5.7 he delivery to the adress of consignee resp. application site implies firm ground conditions and a proper, reasonable approach. Unloading of goods and their further transport are effected on purchaser’s risk and expense. The buyer will provide adequate unloading facilities.
6. Transfer of Risk
Transfer of risk starts with the handover of goods to the freight forwarder or carrier. This applies also if goods are delivered directly from the manufacturer by inducement of the supplier. The careful choice of transport way and transport means is excluded from the liability of the supplier. If shipment is delayed due to circumstances which are not caused by the supplier, then the risk is transferred to the purchaser on the day of readiness for dispatch and the notice thereof.
7. Transport and Breakage Insurance
7.1 An insurance against transport damage, loss during transport and breakage is only effected on explicite request of the purchaser on his account.
7.2 An insurance against transport damage, loss during transport and breakage is only effected on explicite request of the purchaser on his account.
7.3 Goods are unpacked or packed in line with the industry standard. The packing will be charged at cost price.
8. Assembly and Maintenance Works
8.1 These are to be paid separately unless otherwise agreed. Costs comprise especially travelling costs, expense allowance and working hours of the assembly personnel including the legal and pay-scale surcharges for overtime, night, Sunday or public holiday working hours. If works delete without any fault of the contractor, then the purchaser shall bear all costs for waiting times and further required travels.
8.2 Agreed package price for assembly and maintenance works do not include the legal and pay-scale surcharges. These will be charged additionally.
8.3 The assembly and start-up works are terminated with the successful trial initiation through the supplier and to be accepted immediately after. As far as delays in the assembly or intiation will occur which are not caused by the supplier, the risk will be transferred to the purchaser from this time and at this time the payments become due.
9. Liability for Defects of the Delivery
9.1 The liability of the supplier is limited to his delivery or performance and does not comprise the total plant.
9.2 Obvious defects have to be claimed by the purchaser within 14 days after receipt of goods at destination site. Otherwise such notice of defects cannot be accepted.Otherwise § 640 Par. 2 BGB shall apply.
9.3 Concealed defects must be notified to the supplier immediately after detection in written form. The supplier does not assume the liability beyond the legally implied warranty period.
9.4 For foreign products the liability of the supplier for the purchase through registered traders is restricted to the assignment of the liability claims which the supplier is entitled to against the supplier of the foreign product.
9.5 For used plants resp. parts any liability of the supplier is excluded.
9.6 As warranty performance the purchaser at first only can claim repair. Instead of repair the supplier may deliver replacement. The purchaser may request recission of the contract (redhibitory action) or decrease of the price (reduction), if if the supplier refuses repair or delivery of replacement.
9.7 For defects which occured due to following reasons no liability is assumed:
- Faulty operation of the plant through non-observance of the operating instructions,
- Faulty assembly or putting into service by the purchaser or third parties,
- Effects from parts of foreign origin which have not been purchased from the supplier,
- Defects which arise through continuation of operation in spite of the occurance of a fault.
9.8 Persons entrusted with the investigation and rectification of defects are not entitled to admit defects with efficiency against the supplier.
9.9 Replaced parts become property of the supplier.
9.10 For the execution of all reparations and replacement deliveries which the supplier considers as necessary at reasonable discretion, the purchaser has to grant the required time and opportunity, after consultation with the supplier, and to provide assistants to him on request; otherwise the supplier is exempted from liability to defects. Furtheron liability to defects is not applicable if the remediation of the defect has been tried by others than persons authorised by the supplier.
9.11 For repair works without legal obligation a liability is only assumed if this has been agreed in writing.
9.12 Without special written agreement the supplier does not avouch that the devices delivered by him correspond to foreign regulations.
9.13 Other claims of the purchaser, especially claims for damages which did not occur on the delivery item, are excluded unless proof is given of intent or gross negligence of the supplier.
9.14 As far as the liability of the supplier is excluded or limited, this also applies to the personal liability of employees, workers, assistants, agents and auxiliary persons of the supplier.
9.15 The limitation period for defect claims is 12 months from the transfer of risk.
10. Retention of Title
10.1 The delivery item remains property of the supplier until the complete payment of the purchase price, irrespective of the legal basis. The supplier reserves his property to all accessories and spare parts or replaced aggregates built-in in connection with repair works until full payment of his receivables.
10.2 During the duration of the retention of title the purchaser is legitimated to the possession and usage of the delivery item, as long as he meets his obligations out of the retention of title according to the following provisions of this paragraph and he is not in delay of payment. If the purchaser comes in delay of payment or if he does not meet his obligations out of the retention of title, the supplier may request return of the delivery item and may dispose of it at best after written notice and a reasonable time limit, crediting the proceeds of the sale against the price through direct selling. All costs of the return and disposal of the delivery item are for purchaser’s account.
10.3 As long as the retention of title exists, a sale, pledging, security assignment, leasing or other assignment of the delivery item affecting the security of the supplier as well as its modification is only admissible after prior written consent of the supplier.
10.4 The purchaser is obliged to keep the delivery item in good order and condition during the period of the retention of title and to perform the planned maintenance and repair works.
10.5 f the supplier has permitted the sale of the delivery item to the purchaser, then the purchaser herewith assigns all rights to the third party until full payment of all debts to the supplier. Until revoked the purchaser is entitled and obligated to collect the debt of the third party at own expense. On demand of the supplier the purchaser must annouce the assignment to the third party and give the necessary information and documents to the supplier for asserting of his rights against the third party.
10.6 If the supplier gives his consent to the transfer by way of security to a financing bank for the purpose of financing of the delivery item, then the purchaser assigns, by conclusion of the financing contract, the remainder to repurchase of property to the supplier. The return of the delivery item will be replaced by the assignment of the delivery item to the purchaser for use on a loan basis in his factory.
10.7 The purchaser assigns all claims against finance companies resulting from payments to these for resold delivery items to the supplier.
10.8 The supplier obligates on request of the purchaser to release the securities he is entitled to insofar as their value exceeds the total claim of the supplier by 20%.
11. Place of Performance and Jurisdiction
11.1 Place of performance and exclusive place of jurisdiction for all claims resulting from this contractual agreement is the head office of the supplier.
11.2 The supplier is also entitled to take an action at the court which is responsible for the address of the head office of the purchaser.
12. Applicable Law
On the mutual legal relations the law of the Federal Republic of Germany is exclusively applicable whereby the international sales law is excluded.
13. Obligation of the Contract
The contract remains obliging also in case of legal invalidity of single points of his terms and conditions or of single numbers of the delivery and payment conditions. The gap arising from the omission of the invalid condition shall be filled in good faith within the meaning of the contract.

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