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General Terms and Conditions of Trans-Safety® LOCKS GmbH

§ 1 General provisions - Area of applicability

  1. Our General Terms and Conditions apply to the sale of goods to our customers, if applicable, including assembly/installation.
  2. Our Terms and Conditions apply exclusively; we do not accept customers' Terms and Conditions that conflict with or differ from our Terms and Conditions, unless we have expressly agreed to their applicability in written form. Our Sales Terms and Conditions also apply in the event that we effect delivery to the Customer without reservation despite our knowledge of the fact that the Customer's Terms and Conditions conflict with or differ from our Terms and Conditions.
  3. Any and all agreements that shall be formed between us and the Customer for the purpose of implementing the contract shall be set down in written form in this contract. 
  4. Our Terms and Conditions apply solely vis-à-vis enterprises as defined by Section 310 Para. 1 of the German Civil Code (BGB).

§ 2 Rights of the Customer

  1. In the absence of a provision to the contrary in the order confirmation, our quote is subject to change without notice.
  2. If the order is defined as an offer within the meaning of Section 145 of the German Civil Code, we can accept it within a period of two weeks.
  3. We shall retain all intellectual property rights and copyright to any and all illustrations, drawings, calculations, and any other documentation. This also applies to such documentation in written form that has been designated as "confidential". Prior to making any of the aforementioned documentation available to third parties, the Customer must obtain our explicit consent in written form. 
  4. To the extent that the object of the contract includes the installation and/or assembly of goods, we are entitled to have such installation/assembly, as well as any warranty work, if applicable, performed by third parties. Should, according to the order confirmation, installation be performed on a business premises belonging to the Customer, the Customer is obligated vis-à-vis our sub-contractors to guarantee accessibility to the trucks, containers or other items, in or on which the service is to be performed, as well as conditions suitable for installation. This also applies to any warranty work.

§ 3 Price - Payment terms

  1. In the absence of a provision to the contrary in the order confirmation, our prices are understood to be "ex works" both in Germany and abroad and are understood to include packaging.
  2. The statutory value-added tax is not included in our prices; the statutory VAT, as valid on the date of the invoice, shall be shown separately in the invoice.
  3. Deduction of any discounts must be agreed upon separately in written form.
  4. The invoice amount (due net) must be paid immediately upon receipt unless otherwise noted in the acknowledgement of order. Legal regulations will apply in case of default. 
  5. The Customer is entitled to set-off only if its counterclaims have been upheld by a final judgement of the courts, are uncontested or have been acknowledged by us. The Customer is entitled to exercise the right of retention only insofar as its counterclaim is based on the same contractual relationship.

§ 4 Term of delivery

  1. The term of delivery confirmed by us is contingent upon all technical questions having been resolved.
  2. Furthermore the fulfilment of our performance obligations is contingent upon the Customer having properly fulfilled its obligations in a timely manner. Defences based on non-performance of the contract are reserved.
  3. Any and all events, for which we are not responsible, including but not limited to labour disputes, lack of raw materials, sovereign acts of state and any other cases of force majeure, release us for the duration of their effects from the performance of our obligations, provided that the impediment(s) to performance has/have occurred after execution of the contract. In the event of non-delivery by our suppliers despite having arranged for a cover transaction with a reliable partner, we shall also be released from our performance obligations for the duration of such non-delivery. To the extent that we are released from our performance obligations due to the aforementioned circumstances for one month or more, both Contracting Parties are entitled to withdraw from the contract.
  4. If the Customer delays final acceptance or culpably violates any other duties to cooperate, we are entitled to demand compensation of the damages we have incurred, including any and all additional expenditures. We reserve the right to make additional claims for damages.
  5. To the extent that the conditions stipulated in Item (4) are present, the risk of accidental loss or accidental deterioration of the object of sale and/or work is transferred to the Customer from the point in time when Customer delays timely final acceptance or is deemed in payment default.
  6. We are liable as mandated by law to the extent that the contract, upon which the transaction is based, is a binding transaction in which time is agreed to be of the essence (Fixgeschäft) as defined by Section 286 Para. 2 No. 4 of the German Civil Code or Section 376 of the German Commercial Code (HGB). We are liable as mandated by law to the extent that, as a consequence of a delay for which we are deemed responsible, the Customer is entitled to claim that it has ceased to have an interest in a continued performance of the contract.
  7. Furthermore we are liable as mandated by law insofar as delayed delivery is due to a wilful or grossly negligent breach of contract, for which we are deemed responsible; negligence by our representatives or vicarious agents shall be deemed our fault. To the extent that the delay is not due to a wilful breach of contract, for which we are deemed responsible, our liability for damages shall be limited to reasonably foreseeable damages that are typically incurred.
  8. We are also liable as mandated by law to the extent that delayed delivery, for which we are deemed responsible, is due to the culpable violation of a significant contractual obligation; in this case, however, the liability for damages shall be limited to reasonably foreseeable damages that are typically incurred. 
  9. Additional claims by or rights of the Customer under the law are reserved.

  1. The term of delivery confirmed by us is contingent upon all technical questions having been resolved.

  2. Furthermore the fulfilment of our performance obligations is contingent upon the Customer having properly fulfilled its obligations in a timely manner. Defences based on non-performance of the contract are reserved.

  3. Any and all events, for which we are not responsible, including but not limited to labour disputes, lack of raw materials, sovereign acts of state and any other cases of force majeure, release us for the duration of their effects from the performance of our obligations, provided that the impediment(s) to performance has/have occurred after execution of the contract. In the event of non-delivery by our suppliers despite having arranged for a cover transaction with a reliable partner, we shall also be released from our performance obligations for the duration of such non-delivery. To the extent that we are released from our performance obligations due to the aforementioned circumstances for one month or more, both Contracting Parties are entitled to withdraw from the contract.

  4. If the Customer delays final acceptance or culpably violates any other duties to cooperate, we are entitled to demand compensation of the damages we have incurred, including any and all additional expenditures. We reserve the right to make additional claims for damages.

  5. To the extent that the conditions stipulated in Item (4) are present, the risk of accidental loss or accidental deterioration of the object of sale and/or work is transferred to the Customer from the point in time when Customer delays timely final acceptance or is deemed in payment default.

  6. We are liable as mandated by law to the extent that the contract, upon which the transaction is based, is a binding transaction in which time is agreed to be of the essence (Fixgeschäft) as defined by Section 286 Para. 2 No. 4 of the German Civil Code or Section 376 of the German Commercial Code (HGB). We are liable as mandated by law to the extent that, as a consequence of a delay for which we are deemed responsible, the Customer is entitled to claim that it has ceased to have an interest in a continued performance of the contract.

  7. Furthermore we are liable as mandated by law insofar as delayed delivery is due to a wilful or grossly negligent breach of contract, for which we are deemed responsible; negligence by our representatives or vicarious agents shall be deemed our fault. To the extent that the delay is not due to a wilful breach of contract, for which we are deemed responsible, our liability for damages shall be limited to reasonably foreseeable damages that are typically incurred.

  8. We are also liable as mandated by law to the extent that delayed delivery, for which we are deemed responsible, is due to the culpable violation of a significant contractual obligation; in this case, however, the liability for damages shall be limited to reasonably foreseeable damages that are typically incurred.

  9. Additional claims by or rights of the Customer under the law are reserved.

The term of delivery confirmed by us is contingent upon all technical questions having been resolved.
Furthermore the fulfilment of our performance obligations is contingent upon the Customer having properly fulfilled its obligations in a timely manner. Defences based on non-performance of the contract are reserved.
Any and all events, for which we are not responsible, including but not limited to labour disputes, lack of raw materials, sovereign acts of state and any other cases of force majeure, release us for the duration of their effects from the performance of our obligations, provided that the impediment(s) to performance has/have occurred after execution of the contract. In the event of non-delivery by our suppliers despite having arranged for a cover transaction with a reliable partner, we shall also be released from our performance obligations for the duration of such non-delivery. To the extent that we are released from our performance obligations due to the aforementioned circumstances for one month or more, both Contracting Parties are entitled to withdraw from the contract.
If the Customer delays final acceptance or culpably violates any other duties to cooperate, we are entitled to demand compensation of the damages we have incurred, including any and all additional expenditures. We reserve the right to make additional claims for damages.
To the extent that the conditions stipulated in Item (4) are present, the risk of accidental loss or accidental deterioration of the object of sale and/or work is transferred to the Customer from the point in time when Customer delays timely final acceptance or is deemed in payment default.
We are liable as mandated by law to the extent that the contract, upon which the transaction is based, is a binding transaction in which time is agreed to be of the essence (Fixgeschäft) as defined by Section 286 Para. 2 No. 4 of the German Civil Code or Section 376 of the German Commercial Code (HGB). We are liable as mandated by law to the extent that, as a consequence of a delay for which we are deemed responsible, the Customer is entitled to claim that it has ceased to have an interest in a continued performance of the contract.
Furthermore we are liable as mandated by law insofar as delayed delivery is due to a wilful or grossly negligent breach of contract, for which we are deemed responsible; negligence by our representatives or vicarious agents shall be deemed our fault. To the extent that the delay is not due to a wilful breach of contract, for which we are deemed responsible, our liability for damages shall be limited to reasonably foreseeable damages that are typically incurred.
We are also liable as mandated by law to the extent that delayed delivery, for which we are deemed responsible, is due to the culpable violation of a significant contractual obligation; in this case, however, the liability for damages shall be limited to reasonably foreseeable damages that are typically incurred.
Additional claims by or rights of the Customer under the law are reserved.

§ 5 Transfer of risks - Packaging costs

  1. In the absence of a provision to the contrary in the order confirmation, "delivery ex works" is deemed agreed.
  2. Packaging for transport and all other packaging in accordance with the Packaging Ordinance (Verpackungsordnung), with the exception of pallets, shall not be taken back. The Customer is obligated to dispose of the packaging materials at its own expense. 
  3. If the Customer so desires, we shall obtain transport insurance for the delivery, whereby any costs incurred shall be borne by the Customer.

§ 6 Liability for defects

  1. Any warranty claims made by the Customer presume that the Customer has properly complied with its obligation to investigate and give notice of defects pursuant to Section 377 of the German Commercial Code.
  2. To the extent that a defect and/or deficiency of the object of sale is present, the Customer is entitled, at our discretion, to either have the defect remedied or have the object of sale replaced by one that is defect-free. If defects are remedied, we are obligated to bear all costs necessary to remedy the defects, including but not limited to transport, travel, labour and material costs insofar as these costs are not increased by the fact that the object of sale was removed to a location other than the place of fulfilment.
  3. If subsequent fulfilment fails, the Customer can at its discretion demand an abatement of price or rescission of the contract.
  4. We are liable as mandated by law, if the Customer makes claims for compensatory damages due to intent or gross negligence, including intent or gross negligence by our representatives or vicarious agents. To the extent that we are not charged with wilful breach of the contract, the liability for damages shall be limited to reasonably foreseeable damages that are typically incurred.
  5. We are liable as mandated by law insofar as we culpably violate a significant contractual obligation; in this case, however, the liability for damages shall be limited to reasonably foreseeable damages that are typically incurred.
  6. To the extent that the Customer is entitled to compensatory damages instead of performance, our liability, including under Item (3) above, shall be limited to reasonably foreseeable damages that are typically incurred.
  7. Liability resulting from culpable harm to life, limb or health shall remain unaffected by the previously stipulated limitations; this also applies to mandatory liability in accordance with the Product Liability Act (Produkthaftungsgesetz).
  8. In the absence of a provision to the contrary hereinabove, liability is excluded. 
  9. The period of limitation for warranty claims is 12 months, commencing upon transfer of risk. The period of limitation for delivery recourse claims (Lieferregress) pursuant to Sections 478, 479 of the German Civil Code shall remain unaffected.

§ 7 Aggregate liability

  1. Any additional liability for damages other than as set forth under Article 6 is excluded regardless of the legal nature of the claim. This includes but is not limited to claims for damages for culpa in contrahendo or negligence during the contracting process, e.g. liability arising from events or acts prior to formation and execution of the contract (Verschulden bei Vertragsabschluss), for other breaches of duty or claims in tort for property damages pursuant to Section 823 of the German Civil Code.
  2. To the extent that liability for damages as against us is excluded or limited, this also applies to personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

§ 8 Retention of title

  1. To the extent that the underlying contract is a purchase agreement, we shall retain title to the object of sale until all payments associated with the business relationship with the Customer have been received.
  2. The Customer is obligated to treat the object of sale with care; Customer's obligations include but are not limited to providing at Customer's own expense adequate insurance coverage against fire, water damages and theft for its replacement value. To the extent that maintenance and inspection work is necessary, the Customer undertakes to perform this work in a timely manner and at its own expense.
  3. In the event of liens or other interventions by third parties, the Customer undertakes to inform us promptly in written form so that we can institute legal proceedings pursuant to Section 771 of the German Code of Civil Procedure (ZPO). To the extent that the third party is not able to reimburse us for the judicial and extrajudicial costs of legal proceedings pursuant to Section 771 of the German Code of Civil Procedure, the Customer shall be liable for any loss that we may incur.
  4. The Customer is entitled to resell the object of sale during the normal course of business; however, Customer expressly assigns to us at this time any and all accounts receivable vis-à-vis buyers or third parties that may accrue to Customer from the re-sale of the object of sale in an amount equal to the final amount of our invoice (including VAT), regardless of whether the object of sale was re-sold with or without subsequent processing. The Customer remains authorised to collect these receivables even after assignment. Our entitlement to collect these receivables ourselves remains unaffected hereby. However, we undertake not to collect the receivables providing that the Customer complies with its payment obligations using the revenues collected, is not in payment default, has not suspended payments and that insolvency proceedings have not been instituted against the Customer. However, if this is the case, we can require the Customer to inform us of the assigned receivables and their debtors, provide all information necessary for collection, hand over all appurtenant documentation and notify the debtors (third parties) of the assignment.
  5. Processing or alteration of the object of sale by the Customer shall always be performed on our behalf. In the event that the object of sale is processed using items that do not belong to us, we shall acquire co-ownership of the new object proportionate to the value of the object of sale (final amount of our invoice, including VAT) to that of the other processed items at the time of processing. The same applies for the object created through processing as for the object of sale that was delivered under retention of title.
  6. In the event that the object of sale is inseparably commingled using items that do not belong to us, we shall acquire co-ownership of the new object proportionate to the value of the object of sale (final amount of our invoice, including VAT) to that of the other commingled items at the time of commingling. If commingling takes place in such a manner that the object of the Customer is deemed to be the principal chattel, it is agreed that the Customer shall transfer proportionate co-ownership to us. The Customer shall hold the resulting sole ownership or co-ownership in custody for us. 
  7. We undertake to release the collateral, to which we are entitled, upon the Customer's request insofar as the market value of our collateral exceeds the value of the receivables to be secured by more than 10%, whereby the choice of the collateral to be released shall be incumbent upon us.

§ 9 Legal venue - Place of fulfilment

  1. To the extent that the Customer is an entrepreneur, legal venue shall be the location of our registered office; however, we are entitled to initiate legal action against the Customer at the court responsible for the location where the Customer is domiciled.
  2. This agreement is governed by the law of the Federal Republic of Germany; the applicability of the UN Sales Convention is excluded. 
  3. In the absence of a provision to the contrary in the order confirmation, the location of our registered office shall be deemed place of fulfilment.