General Terms and Conditions of Delivery and Payment (ALZB)
For the purposes of these GT&Cs, we are the company that refers to these terms and conditions. Our contractual partner is also referred to as the customer or buyer.
§ 1 General, creditworthiness checks, property rights 1 These General Terms and Conditions shall apply exclusively to all deliveries and services provided by us. This shall also apply to all future transactions of the above type, even if these terms and conditions have not been specifically referred to in individual cases.
2. the terms and conditions of purchase or other terms and conditions of business of our contractual partner – hereinafter referred to as the Buyer – are hereby expressly rejected. We shall not be bound by them even if we do not expressly object to them again upon conclusion of the contract.
3. these terms and conditions do not apply to consumers acting within the meaning of § 13 BGB.
4. a written form requirement under these terms and conditions is fulfilled by the text form.
5. slight deviations are possible with regard to all information (dimensions, materials, colors, weights, illustrations, descriptions, drawings) in all our catalogs and price lists; it is possible to obtain samples and check them for the desired requirements. For any deviations, please refer to § 5 section 1 paragraph 3.
6 We regularly check the creditworthiness of the buyer before concluding contracts. For this purpose, we work together with Creditreform Bielefeld Riegel & Unger KG, Sunderweg 3, 33649 Bielefeld, and/or with Atradius, Opladener Straße 14, 50679 Cologne. For this purpose, we transmit the name and contact details (address) to the aforementioned company in question. Further information on Creditreform’s data processing can be found at www.creditreform-bielefeld.de/EU-DSGVO and www.atradius.de/dsgvo.html.
7 We expressly reserve our property rights. The following applies in particular: We reserve ownership rights, copyrights and other industrial property rights to our illustrations, brochures, calculations and other documents; they may not be made accessible to third parties without our consent.
§ 2 Offer, conclusion of contract, catalog, price list 1 The offers of TTL Network GmbH are subject to change. Orders are only binding for us if we confirm them or fulfill them by sending the goods. Excess or short deliveries of up to 5% are due to technical production reasons and cannot be objected to by the buyer.
2. we do not make an offer based on information in catalogs and/or price lists; this information merely invites the buyer to submit an offer.
§ 3 Delivery, delivery time, call-off/framework contracts, force majeure, acceptance 1 The stated delivery times are only approximate. Fixed-date transactions must be expressly agreed.
2. delivery periods shall commence at the earliest upon conclusion of the contract, but not before clarification of all details whose knowledge is necessary for the execution of the order (e.g. artwork, stand sketches, color specifications, etc.). In the case of an agreed partial or total payment in advance, the delivery periods and delivery dates shall not commence before we have received the agreed payment. If payment is not made by our contractual partner as agreed, our delivery periods and dates shall be postponed accordingly.
3. call-off orders and blanket orders are to be understood as fixed orders with an obligation to take delivery, whereby the agreed call-off quantities must be taken within 12 months of the initial delivery, unless other deadlines have been agreed for the term of the agreement. We are entitled to deliver and invoice partial quantities not yet delivered in full after expiry of the term.
4. delivery is ex works [Incoterm® 2020: EXW (registered office of TTL Network GmbH, Halle/Westphalia (central warehouse))].
5. the buyer shall also bear the transportation risk if we exceptionally do not deliver in accordance with clause 4, e.g. free domicile. Transport insurance shall only be taken out at the request of the buyer and only at the buyer’s expense.
6 We are entitled to make reasonable partial deliveries. Partial deliveries shall be invoiced at the value of the partial delivery and shall be paid by the Buyer in accordance with § 9.
7. in the event of delays in delivery due to force majeure, riots, strikes, lockouts, exhaustion of raw materials or operational disruptions for which we are not responsible, including at our suppliers, the delivery time shall be extended by at least the period until the disruption has been remedied, insofar as the disruption has an influence on the production or delivery of the delivery item. We shall inform the Buyer immediately of the beginning and end of such hindrances. The buyer and we also have the right to withdraw from the contract in whole or in part in the event of permanent operational disruptions due to force majeure, riots, strikes, lockouts, exhaustion of raw materials or operational disruptions for which we are not responsible or in the event that we are not supplied by our suppliers through no fault of our own, to the exclusion of any claims for compensation. Any services rendered shall be reimbursed immediately in the event of withdrawal. The contractual partner who intends to withdraw from the contract in accordance with the above provisions must give two weeks’ notice. Permanent operational disruptions in the above sense can be assumed if the disruption lasts longer than five weeks. Force majeure in our favor within the meaning of this provision shall in any case be deemed to be an event beyond our control, the effects of which on the performance of the contract cannot be prevented by reasonable efforts on our part, including fire damage, floods, epidemics and pandemics (e.g. the CoVid-19 effects). This also applies to such effects via our subcontractors. The buyer and we agree that we are not responsible for pandemic-related effects.
8. we reserve the right to timely and correct self-delivery. We shall also inform the purchaser immediately of any such obstacles. We shall therefore not be liable for delayed, omitted or non-contractual deliveries caused by our suppliers, unless we are at fault. A particular prerequisite is that we have concluded a specific covering transaction.
9. § 5 clause 2 shall apply to claims for damages by the Buyer due to delayed delivery.
10. if acceptance is to take place, our deliveries and services shall be deemed to have been accepted, irrespective of other (fictitious) acceptances, if
a) the delivery (and, if we are responsible for it: also the installation) has been completed, b) we have notified the buyer of the completion pursuant to lit. a and have requested him to accept the delivery, c) twelve working days have passed since the delivery or installation or the buyer has started to use our deliveries and/or services (e.g. has put a delivery into operation or has further processed it) and in this case six working days have passed since delivery or installation and d) the buyer has refused acceptance within this period for reasons other than a defect notified to us. c) twelve working days have elapsed since delivery or installation or the Buyer has started to use our goods and/or services (e.g. has put a delivery into operation or processed it further) and in this case six working days have elapsed since delivery or installation and d) the Buyer has failed to accept the goods and/or services within this period for a reason other than a defect notified to us which makes the use of the goods and/or services impossible or significantly impairs it.
§ 1. our prices are – ex works [Incoterm® 2020: EXW (registered office of TTL Network GmbH, Hal-le/Westphalia (central warehouse))] and – plus insurance and – plus all taxes and customs duties, which shall be invoiced at the rates applicable at the time the invoice is issued.
2. packaging shall be charged at cost price. Freight costs are to be presented by the Buyer on request without discount or reimbursed without discount.
3. if a delivery period of more than four months has been agreed, we shall be entitled to pass on to our contractual partner any increases in the costs of materials, manufacture, assembly, personnel, delivery or the like that have occurred in the meantime as a result of price increases to a corresponding extent. 4. the calculation of individual deliveries shall be based on our current price list.
§ 5 Warranty and liability 1 Insofar as we are obliged to provide subsequent performance, this shall be carried out at our discretion by rectification or subsequent delivery. The place of subsequent performance is our registered office. § Section 377 HGB remains unaffected in this respect.
2. the delivered goods must be carefully inspected immediately after delivery to the buyer or to the third party designated by him. They are to be inspected for obvious
Defects or other defects that would have been recognizable during an immediate, careful inspection shall be deemed to have been approved by the Buyer if we do not receive a written notice of defects within seven working days of delivery. With regard to other defects, the goods shall be deemed to have been approved by the Buyer if we do not receive the notice of defects within seven working days of the time at which the defect became apparent; however, if the defect was already apparent at an earlier time under normal use, this earlier time shall be decisive for the start of the notice period. The Buyer shall document the receipt of the goods, the performance of the incoming goods inspection and the exact dates thereof. The documentation shall be handed over to us upon request in order to enable us to prove compliance with our own obligations to give notice of defects to our third-party suppliers.
3. replaced parts shall become our property. In the event of rectification of defects, we are obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the contractually stipulated place; the rights of the buyer according to § 439 III BGB are not restricted by this. Minor, technically unavoidable deviations in quality, color, dimensions, weight or design do not constitute defects. In addition, the buyer is entitled to further statutory claims for withdrawal from the contract and reduction of the purchase price, provided that the statutory requirements for this are met. Claims for damages exist exclusively in accordance with the following provisions.
4. in the event of culpable breach of a material contractual obligation (so-called cardinal obligation), we shall be liable for damages if the statutory requirements are met, but the amount shall be limited to the typically occurring and foreseeable damage, unless otherwise stipulated below. Cardinal obligations are those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the buyer may regularly rely, as well as those whose breach jeopardizes the achievement of the purpose of the contract. The Buyer shall be entitled to claims for damages against us in accordance with the statutory provisions without restriction in the statutory amount if these are caused by us, one of our legal representatives or vicarious agents and are based on – culpable injury to life, limb or health or – an intentional or grossly negligent breach of duty or – mandatory statutory provisions on liability (e.g. the Product Liability Act or data protection law) or – the breach of an obligation arising from an assumed procurement risk or an assumed guarantee. Further claims for damages against us, our legal representatives and vicarious agents and assistants are excluded, irrespective of the legal grounds on which they are based. The legal burden of proof remains the same.
5 We do not issue any guarantees unless these are individually and expressly agreed. If we issue guarantees, the following applies to these in any case and without prejudice to the statutory warranty rights: A guarantee exchange can only take place if the
goods are returned to TTL Network GmbH complete in their original packaging with accessories. The goods must arrive carriage paid and will be returned carriage forward by TTL Network GmbH. The exchange will only be made after receipt of the defective parts. A detailed description of the defect must be enclosed. Without this description and without a copy of the invoice or delivery note, no exchange is possible.
§ 6 Statute of limitations
1. Claims of the buyer due to material defects shall become statute-barred after one year, unless (1) the goods delivered by us are an item which has been used for a building in accordance with its normal use and which has caused its defectiveness or (2) the defect has been fraudulently concealed or is based on a willful breach of duty by us or our legal representatives or our vicarious agents or (3) the claims are based on a guarantee or procurement risk assumed by us or (4) the claims are claims for damages or (5) the claims are claims according to the German Civil Code (BGB), based on a guarantee or procurement risk assumed by us or (4) it concerns claims for damages or (5) it concerns claims pursuant to § 445a BGB.
2. in the cases of (1) to (4) of clause 1, the statutory limitation periods shall apply. In case (5) of clause 1, the statutory limitation periods shall also apply if the last contract in the supply chain is a sale of consumer goods within the meaning of § 474 BGB (in particular: Last buyer purchases an item as a consumer from an entrepreneur); otherwise (i.e. without the involvement of a consumer as last buyer) the limitation period is 14 months.
3. the statutory provisions on suspension, suspension of expiry and the commencement and recommencement of the limitation period shall apply.
4. clauses 1-3 shall apply accordingly to defects of title.
§ 7 Offsetting and right of retention
Offsetting by the buyer with counterclaims or the assertion of a right of retention by the buyer is excluded, unless the offsetting or the right of retention is based on the same legal relationship or § 320 BGB or the claims are undisputed or have been legally established.
§ 9 Invoice and payment
1. our invoices are due for payment immediately and without deduction. Discounts and target agreements shall only apply to the respective confirmed order and shall not justify any postponement of the due date.
2. bills of exchange shall only be accepted if specifically agreed, subject to the possibility of discounting and on account of payment. All costs, including discounting, shall be borne by the buyer.
3. in the event of default in payment, we shall be entitled to charge default interest at the statutory rate. This shall not exclude the assertion of further damages caused by default.
4. if the buyer is in arrears with a payment – irrespective of the legal grounds – including from a bill of exchange or check, or if he has stopped his payments, all our outstanding invoice amounts shall become due immediately, even if longer payment periods have been granted in individual cases.
5. if there is a significant deterioration in the buyer’s financial circumstances which jeopardizes our claim arising from the respective legal relationship, we shall be entitled to demand advance payment or appropriate security. This shall also apply if such circumstances existing prior to the conclusion of the contract only become known to us subsequently. If the advance payment or security is not made within the grace period despite a reminder and a reasonable grace period, we shall be entitled to withdraw from the contract and demand compensation, in particular compensation in lieu of performance. In the aforementioned cases, payment or provision of security cannot be made dependent on the return of current bills of exchange.
§ 10 Retention of title
1. if we have already received full payment for an item when it is delivered, ownership shall pass to the buyer when this item is handed over to the buyer, unless otherwise agreed in individual cases.
2. if we make an advance payment for the delivery – i.e. if the goods are delivered at a time when we have not yet received the remuneration owed for the respective goods or have not yet received it in full (goods subject to retention of title) – the following shall apply in addition:
(1) We reserve title to all goods delivered by us subject to retention of title until the purchase price has been paid and beyond that until all our claims arising from the business relationship, including from contracts concluded at a later date and irrespective of the legal grounds – including all contingent liabilities (in particular payment by check or bill of exchange) – have been paid.
(2) In the event that the retention of title only becomes valid through entry in certain registers and/or in compliance with special other legal requirements, the Buyer undertakes to create these requirements. All resulting costs shall be borne by the Buyer.
(3) The Buyer shall be entitled to process and resell the reserved goods in the ordinary course of business as long as he is not in default with the fulfillment of his obligations towards us or suspends his payments. The following applies in detail:
(a) The processing or transformation of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB without any obligation on our part. The Buyer shall not acquire ownership of the new item by processing or transforming the reserved goods. If the goods subject to retention of title are processed, mixed, blended or combined with other items, we shall acquire co-ownership of the new item in a proportion corresponding to the ratio of the invoice value of our goods subject to retention of title to the total value.
The provisions applicable to the reserved goods shall apply accordingly to the co-ownership shares arising in accordance with the above provisions.
(b) The Buyer hereby assigns to us the claims arising from the resale or other sales transactions, such as contracts for work and materials, together with all ancillary rights, also pro rata to the extent that the reserved goods have been processed, mixed or blended and we have acquired co-ownership in the amount of our invoice value or the goods have been permanently installed. If the goods subject to retention of title are processed, mixed, blended or permanently installed, we shall be entitled to a first-ranking fraction of the respective claim from the resale in the ratio of the invoice value of our goods subject to retention of title to the invoice value of the item. If the reserved goods are sold by the purchaser together with other goods not supplied by us, the purchaser hereby assigns to us a first-ranking share of the claim from the resale in the amount of the invoice value of our reserved goods. If the buyer has sold this claim within the framework of genuine factoring, he hereby assigns to us the claim against the factor which takes its place. If the claim from the resale by the purchaser is placed in a current account relationship with his customer, the purchaser hereby assigns his claims from the current account relationship to us in the amount of the invoice value of the reserved goods. The assignment includes in particular not only payment claims, but also claims for restitution, especially in the event that the buyer also resells under retention of title.
(c) We hereby accept the above assignments.
(d) The buyer is entitled to collect the claims assigned to us until our revocation. The collection authorization shall expire upon revocation, which shall take place in the event of default of payment by the buyer or suspension of payment by the buyer. The same applies in the event of a significant deterioration in the buyer’s financial circumstances which jeopardizes our claim. In these cases, we are authorized by the buyer to inform the customers of the assignment and to collect the claim ourselves.
(e) Upon request, the Buyer shall be obliged to provide us with a precise list of the claims to which the Buyer is entitled, including the names and addresses of the customers, the amount of the individual claims, invoice date, etc. and to provide us with all information and documents necessary for the assertion of the assigned claims and to allow us to verify this information.
(f) Amounts received by the Buyer from assigned claims shall be kept separately for us until they are transferred.
(4) Pledging or transfer by way of security of the reserved goods or the assigned claims is not permitted. We must be informed immediately of any attachments, stating the name of the attaching creditor.
(5) If the value of the securities to which we are entitled exceeds our total claim against the buyer by more than 10 %, we shall be obliged to release them to this extent at the buyer’s request.
(6) In the event of default of payment or suspension of payment by the Buyer, we shall be entitled to take back the reserved goods, subject to the further statutory requirements. We may satisfy our claims in the open market from the reserved goods taken back.
(7) The Buyer shall store the reserved goods for us free of charge. He must insure them against the usual risks such as fire, theft and water to the usual extent. The purchaser hereby assigns to us his claims for compensation to which he is entitled against insurance companies or other parties liable to pay compensation as a result of damage of the aforementioned type, in the amount of our claims. We accept the assignment.
§ 1 . the place of performance, including for subsequent performance, shall be the registered office of TTL Network GmbH (Halle (Westphalia)).
2. the contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of such legal norms that refer to foreign legal systems and to the exclusion of the uniform international UN Convention on Contracts for the International Sale of Goods (CISG).
3. 2 If the buyer is a merchant, a legal entity under public law or a special fund under public law or if he has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from the business relationship between us and the customer shall be Halle (Westphalia) or the customer’s registered office, at our discretion. In these cases, however, Halle (Westphalia) shall be the exclusive place of jurisdiction for legal action against us. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.
Status: January 2025