General Terms and Conditions
1. General
1.1 All offers, deliveries, services, and contracts for/with customers (hereinafter referred to as the Client) are accepted and executed in accordance with the following General Terms and Conditions (GTC) of TEPROSA GmbH, Paul-Ecke-Straße 6, 39114 Magdeburg (hereinafter referred to as TEPROSA), unless expressly agreed otherwise. This also applies without special notice to all subsequent orders.
1.2 By accepting the offer, countersigning the contract, accepting the goods, or approving the service, these conditions are considered accepted.
1.3 Deviating conditions of the Client are only recognized if expressly agreed in writing by TEPROSA and the Client.
1.4 Other agreements, changes, and collateral agreements require written confirmation from TEPROSA.
1.5 The inclusion and interpretation of these sales and delivery conditions, as well as the conclusion and interpretation of transactions with the Client, are governed exclusively by the law of the Federal Republic of Germany.
1.6 The place of performance for all obligations arising directly or indirectly from this contractual relationship, including the obligation to pay, is the registered office of TEPROSA.
1.7 The place of jurisdiction is the court responsible for the registered office of TEPROSA. TEPROSA is also entitled to sue before a court that is responsible for the registered office or a branch of the Client.
2. Offers, Documents, and Industrial Property Rights
2.1 All offers from TEPROSA are non-binding.
2.2 Offers are valid, unless otherwise specified in the offer, for a period of four weeks. Prior sale is reserved.
2.3 Unless expressly declared as binding in the offer, all technical data, material specifications, etc., are approximate values customary in the industry. Notifications in the event of changes will only be made if a quality guarantee is affected.
2.4 All documents provided to the Client by TEPROSA remain the property of TEPROSA. They may not be made accessible to third parties without the prior written consent of TEPROSA, and if TEPROSA is not awarded the contract, they must be promptly returned upon request, including all copies made.
2.5 The information contained in catalogs, brochures, and other written materials must be checked by the Client for suitability for the intended application before adoption and use. This also applies to the selection of suitable materials. The Client must inform themselves about the possible uses of the product.
2.6 TEPROSA is not obliged to verify the accuracy and/or legal conformity of the Client’s specifications and/or requirements. The Client exclusively assumes responsibility for this information. This applies in particular to liability for any infringement of industrial property rights..
2.7 The Client ensures that the execution of the order does not involve any infringement of protective rights through supplied products, drawings, or samples of the Client or third parties, and bears any associated expenses incurred by TEPROSA.
2.8 Drawings, designs, and contributions to discussions prepared in the context of consulting services provided during contract negotiations are non-binding. The Client cannot assert claims of any kind against TEPROSA and its employees based on such documents or services, unless they have acted intentionally or with gross negligence.
2.9 Requested samples will be charged by TEPROSA based on effort.
3. Order
3.1 Legal binding of the order only occurs through the contract signed by both parties or a written order confirmation from TEPROSA, or if TEPROSA begins the contractual provision of services with the consent and knowledge of the Client. The content of the concluded contract, as well as the nature and content of the order, is determined by the text of the order confirmation. The Client is obliged to review this in all parts and immediately notify TEPROSA in writing of any deviations.
3.2 TEPROSA is not obliged to accept subsequent changes or extensions to the order. If this happens nevertheless, TEPROSA is entitled, in the absence of any other agreement, to charge the additional service at the current hourly rates of the employed specialists and/or by an appropriate flat fee for additional costs arising from the change or extension of the order.
4. Delivery Time, Performance, and Scope
4.1 TEPROSA endeavors to adhere to the specified delivery times. The delivery time information is provided to the best of judgment but without obligation, unless it is an exact date agreed upon in the order confirmation. In order for reminders and deadlines set by the client to be effective, written form is required. Any extension of the deadline must be reasonable.
4.2 The delivery period begins with the dispatch of the order confirmation. However, a reasonable extension of this period occurs if the client does not provide the documents, permits, etc. to be obtained by them in a timely manner, or if they do not fulfill their essential contractual and payment obligations for the order. The same applies to measures within the scope of labor disputes, especially strikes and lockouts, as well as the occurrence of unforeseen obstacles beyond the control of TEPROSA – such as force majeure, delivery delays by a supplier, traffic and operational disruptions, shortages of materials or energy – which demonstrably have a significant impact on the production or delivery of the delivered item or the proper provision of services. The aforementioned circumstances are also not attributable to TEPROSA if they occur during an existing delivery delay.
4.3 The delivery time is considered met if, by its expiration, the delivered item is shipped, or readiness for shipment is reported, or the service is fully provided.
4.4 The client’s right to withdraw after the fruitless expiration of a reasonable deadline set for TEPROSA remains unaffected.
4.5 Partial deliveries are permissible, provided they are reasonable for the client.
5. Place of Delivery, Transfer of Risk
5.1 Deliveries are made from TEPROSA’s manufacturing facility or warehouse and at the expense and risk of the client. The choice of shipping method is made at TEPROSA’s discretion unless the client provides specific instructions.
5.2 The risk passes to the client upon acceptance, on the day of unjustified refusal of acceptance, in the event of the client’s inaction after the expiration of the deadlines in the preceding paragraphs 4.1 and 4.2, or in the case of a separately agreed acceptance deadline. If the dispatch of the delivered item to the client or to third parties is agreed upon, the risk passes to the client with the handover of the delivered item to the carrier (freight forwarder, railway, etc.). In any case, the risk passes upon the commencement of use of the delivered item. If TEPROSA takes back goods for reasons it is not responsible for, the client bears the risk until the goods arrive at TEPROSA.
5.3 Upon request and at the expense of the client, the shipment will be insured by the supplier against breakage, transportation, and fire damage.
6. Prices, Compensation, and Payment
6.1 All prices are net, plus the applicable value-added tax. Freight/postage, packaging, and, if applicable, insurance will be invoiced separately. All services provided by TEPROSA, which are not expressly indicated as included in the price, are additional services that will be charged separately to the client.
6.2 Unless otherwise agreed, the agreed price is payable in EURO within 30 days after the due date and receipt of an invoice or equivalent payment request without deduction and free of charges. The client is responsible for the risk and costs of the payment process.
6.3 In case of payment default, default interest will be charged at the statutory interest rate.
6.4 The client is only entitled to set-off and retention of similar claims if they have been legally established and are undisputed. For dissimilar claims, the right of retention is limited to claims arising from the same contractual relationship.
7. Confidentiality Clause
TEPROSA is obligated to maintain confidentiality regarding all operational, business, and private matters that become known during consulting services. This obligation of confidentiality applies equally to our agents. The duty of confidentiality continues even after the termination of the contract and can only be waived in writing by the client. Additionally, we are committed to carefully safeguarding the documents provided for the purpose of consulting and protecting them from third-party access.
8. Liability for Defects
8.1 The client shall promptly inspect the products for any defects upon receipt in accordance with commercial regulations (§377 HGB). Obvious defects must be reported to TEPROSA in writing within five working days, and hidden defects within five working days after discovery.
8.2 Defects in the products delivered by TEPROSA, which are reported within 12 months after commissioning, but no later than 15 months after the transfer of risk, will be rectified or replaced by TEPROSA at its own discretion, including the right to repeated remediation. TEPROSA must be given reasonable time and opportunity for this.
8.3 If the defect cannot be remedied within a reasonable period, the client has the right to withdraw from the purchase contract or to demand a reduction in compensation (diminution).
8.4 Any claims for defects that could have been detected by the client with reasonable effort before installation or processing are excluded as soon as the product has been processed or installed.
8.5 TEPROSA does not provide a guarantee for a specific lifespan of the products, especially under challenging and previously unknown operating conditions. Claims for premature destruction are excluded.
8.6 For products manufactured according to the client’s drawings or specifications, TEPROSA only assumes liability for compliance with the specified specifications. Mandatory liability according to the Product Liability Act, as well as for intent and gross negligence, remains unaffected.
8.7 The liability for defects does not apply to natural wear and tear, damages resulting from incorrect or negligent handling after the transfer of risk, or from non-compliant use according to specifications or contract.
8.8 Liability for defects that do not significantly impair the value or usability is also excluded.
8.9 Claims for recourse exist only if the claim by the consumer was justified and only to the extent provided by law, not for goodwill arrangements not coordinated with the supplier, and are subject to compliance with the claimant’s own obligations, particularly the observance of notification obligations.
9. Liability
9.1 Claims for damages and reimbursement of expenses by the buyer – regardless of the legal basis, including tortious acts or claims for compensation for defects or consequential damages, due to culpable breach of contractual ancillary obligations, or for lost profit – are excluded. This does not apply in cases where TEPROSA, its executive employees, or agents are liable for intent, gross negligence, injury to life, body, or health, in cases of liability for breach of a material contractual obligation, or where liability is mandatory under the Product Liability Act.
9.2 In the event of a breach of essential contractual obligations not attributable to intent or gross negligence, and where it also does not concern a breach of life, body, health, or a quality guarantee, liability is limited to the replacement of the typical, foreseeable damage. Essential contractual obligations are those obligations, the violation of which endangers the purpose of the contract, e.g. in the case of significant delay, not only negligible violations of cooperation or information duties, or not only negligible violations of duties on which the contract stands or falls.
9.3 Advice provided by the client, especially regarding the use of the delivered item, is only binding for TEPROSA if provided or confirmed in writing.
9.4 Legal regulations regarding the burden of proof remain unaffected.
10. Copyright and Reservation of Ownership
10.1 TEPROSA reserves ownership of drawings, sketches, cost estimates, and any other documents attached to its offers and order confirmations. The client may only use them for the agreed-upon purpose and may not reproduce or provide access to them to third parties without TEPROSA’s consent. Upon request, these documents and all reproductions thereof must be returned to TEPROSA.
10.2 The delivered product (hereinafter referred to as “reserved product”) remains the property of TEPROSA until full payment of all due claims that TEPROSA holds or acquires from the business relationship with the client. During the existence of the reservation of ownership, neither seizure, transfer of security, nor assignment of the claim by the client may be made without TEPROSA’s consent. Any third-party seizure must be promptly reported to TEPROSA.
10.3 If the reserved product is processed by the client to create a new item, the processing is done for TEPROSA. Acquisition of ownership by the client according to § 950 BGB is excluded. In case of processing, mixing, or transformation of the reserved product with products not belonging to TEPROSA, the client acquires co-ownership of the new item in the ratio of the invoice value of the items delivered by them and the other products at the time of processing. The client shall store the new item for TEPROSA with the care of a prudent businessman.
10.3 The new item is considered a reserved product within the meaning of these conditions. The client already now assigns their claims arising from the resale of these new reserved products to TEPROSA in the amount of the value corresponding to the share of the reserved products in the new item in relation to the invoice value of the reserved products compared to the products contributed by another party. If the resale is made together with other products not belonging to TEPROSA at an overall price, the client already now assigns their claims from the resale in the amount of the share to TEPROSA, which corresponds to the value of the reserved products in the total delivery.
10.4 The client also assigns claims to TEPROSA to secure the product against a third party through connection of the reserved product to a property.
10.5 The client is revocably authorized to collect the claims arising from a resale in the ordinary course of business. Regardless, TEPROSA has the right to collect the claims themselves if the client has violated their obligations from this contract, especially in case of default in payment. Upon request, the client must name the debtors of the assigned claim and notify them of the assignment. The enforcement of the reservation of ownership, and in particular the demand for surrender, is presumed to be a withdrawal from the contract.
10.6 TEPROSA undertakes to release the securities due to them at their discretion upon the client’s request, to the extent that the realizable value of these securities exceeds the claims to be secured by more than 10%.
11. Rental Terms
11.1 For the rented items from TEPROSA, only their intended use is permitted – also for safety reasons. All protective devices and safety regulations must be observed.
11.2 All rental equipment is in perfect condition at the beginning of the rental period. The tenant must check the completeness of the items and accessories upon taking over the rented item. TEPROSA is available to assist in the examination upon request. In the event of loss of the rented item or accessories, or if accessories have been rendered unusable by the tenant, the respective parts will be charged at the list price, unless the damage is due to normal wear and tear.
11.3 The tenant is liable for any damage to the rented item caused by intent, negligence, improper use, or other circumstances for which they are responsible (e.g., unauthorized use).
11.4 The tenant agrees to comply with the safety regulations and accident prevention rules for the respective equipment and to wear any required protective clothing. TEPROSA is not liable for property or personal damages to the tenant or third parties related to the operation and use of the rental equipment. TEPROSA is also not liable for any potential loss of earnings by the tenant due to the unusability of the rental object. A reduction in rent is excluded if the tenant is prevented from using the rental equipment due to their own fault or that of a third party.
11.5 The tenant is liable for the loss of the rental item if the loss is attributable to circumstances for which the tenant is responsible. The tenant must store the rental item carefully, especially securing it against theft and protecting it from fire and weather influences.
11.6 If the rental item is returned later than agreed upon in the contract, the rental period will be extended by full invoiced units of time. If a rental contract is concluded, reserving the rental item but not picked up, the rent for the full rental period is payable. If the rental item is returned before the agreed rental period expires, the rental claim continues for the full rental period.
11.7 The tenant is responsible for the transport of the rental item to and from TEPROSA. They also bear the transport risk. By special agreement between TEPROSA and the tenant, the rental item can be delivered to the tenant, installed, dismantled, and picked up again, with an appropriate fee charged. Delivery and installation as well as dismantling and return transport always take place at the tenant’s risk. Intent and gross negligence are excluded from this liability.
11.8 The tenant is obliged to report any damage to the rental item to TEPROSA, regardless of whether this damage is due to natural wear and tear or is attributable to TEPROSA. The use of a damaged or not in a safe operating condition rental item is not allowed. The rental item may not be opened or repaired by the tenant or a third party. All repairs must be carried out by TEPROSA or a person or company commissioned by TEPROSA. TEPROSA will provide the tenant with another suitable rental item for the duration of the repair, if possible. During the repair period, the tenant is not exempt from paying the rent, just as in the case of loss of the rental item, if the damage or loss is attributable to the tenant. The tenant bears the cost of the repair if the damage to the rental item is attributable to the tenant.
11.9 The deposit will be refunded to the tenant upon return of the rental item, taking into account any claims of TEPROSA GmbH. The amount of the deposit is determined by TEPROSA. The amount of claims from TEPROSA is not limited by the deposit.
11.10 TEPROSA is entitled to terminate the contract without notice if the tenant makes improper use of the rental item, transfers the rental item to third parties without written consent from TEPROSA, or fails to pay overdue rent despite written request for payment within three days. In the event of a termination without notice of the rental contract, TEPROSA has the right to immediately reclaim the rental item. If the rental item is not returned or sent back within 24 hours, TEPROSA has the right to have the rental item collected at the tenant’s expense.
11.11 Place of performance is the registered office of TEPROSA. If the contract with the tenant is part of the commercial operation of a merchant, the registered office of TEPROSA is agreed upon as the place of jurisdiction. With tenants who relocate their residence abroad or are of unknown whereabouts when sued, the registered office of the lessor is agreed upon as the place of jurisdiction.
12. Severability Clause
Should any provisions of these terms and conditions be found to be invalid, this shall not affect the validity of the remaining provisions (severability clause). The client and TEPROSA will replace the invalid provisions with new provisions that are legally permissible and come as close as possible to the intended legal and economic purpose.
