Valid as of January 2014
All offers by TRANSOR are principally non-binding. Unless otherwise agreed in writing, they are valid for a period of 60 days from receipt, after the expiry of which they shall automatically become void. Shipping shall always be made at the expense and risk of the ordering party or of the recipient, even if shipping costs are advanced by TRANSOR.
If no specific instruction is provided, TRANSOR shall assume no liability for choosing the best method of transport.
Transport insurance shall only be taken out at the written request and at the expense of the ordering party. All risk shall pass to the buyer from the time when the delivery leaves the plant or warehouse or is put at the disposal of the buyer.
Packaging costs are charged to the buyer/recipient at cost price and packaging materials are not taken back.
The acceptance of the packaged goods by airlines, haulers, ship-owners, shipping agents, post or railroad companies shall be considered as evidence of sufficient packaging.
Delivery periods shall start from the date of the order confirmation but not earlier than from the date on which the final execution is declared in writing. The agreed delivery period is only to be considered as approximate and shall extend accordingly if delays arise for TRANSOR or its suppliers due to force majeure, interruption of operations, strikes, shortage of commodities and energy, or similar unforeseeable events or circumstances. Delivery deadlines shall be deemed as fulfilled if the merchandise has left the plant or been reported as ready for shipment upon expiry of the delivery period. In no case can damages be claimed against TRANSOR for late delivery.
§ 2 Prices
Stated prices are in EUR and only in other currencies in exceptional cases if this is expressly confirmed in writing by TRANSOR. Unless otherwise agreed upon in writing, prices shall be ex works or warehouse excluding packaging, cartage, freight or other expenses.
If billing in a foreign currency is agreed, TRANSOR reserves the right to subsequently charge additional amounts in the event of currency fluctuations between the invoice date and the date on which the payment is received. This right shall be deemed as expressly agreed.
Prices are based on the cost factors at the time of submitting the offer. Should these factors be subject to changes until the time of delivery, TRANSOR reserves the right to charge the corresponding additional amounts. The right to claim subsequent charges shall be deemed as expressly agreed. Unless otherwise agreed upon in writing, the price on the delivery date shall always be the valid price.
This shall apply in particular to imported goods or goods manufactured abroad, and/or to transactions based on foreign currencies which are therefore subject to currency fluctuations.
§ 3 Warranty
Claims for defects may only be considered if TRANSOR is notified of the defects no later than within 14 days of receipt of the goods. In the case of essential third-party products, the liability of the supplier shall be limited to the assignment of liability claims against the supplier of the respective third-party product. In any case, the right of the ordering party to claims for defects shall expire after 6 months from the date of the timely complaint, but no earlier than upon the expiry of the warranty period. No warranty is accepted for damages caused by any of the following reasons: unsuitable or improper use, incorrect installation or putting into operation by the ordering party or by third parties, natural wear and tear, incorrect or negligent handling, inappropriate means of operation, replacement materials, defective construction work, unsuitable subsoil, chemical, electrochemical or electrical influences, unless attributable to a fault on the part of the supplier. In order for the supplier to carry out all repairs or replacements which appear necessary at the supplier’s equitable discretion, the ordering party shall notify the supplier and allow the required time and opportunity for the supplier [to remedy the defect(s)], otherwise the supplier shall be released from its liability for defects. Only in urgent cases, if the operational safety is at risk and to avoid disproportionate damage – of which the supplier needs to be informed immediately – or if the supplier is in default with remedying the defect, shall the ordering party have the right to remedy the defect itself or to have it remedied by third parties and request compensation of the necessary expenses from the supplier.
The supplier shall bear the costs directly related to the repair or replacement delivery insofar as the complaint is proven to be justified, the cost of the replacement part including shipping costs, as well as adequate costs of disassembly and assembly and, if this can be reasonably demanded according to the circumstances of the individual case, the costs of the potentially required provision of mechanics and support staff. All other costs shall be borne by the ordering party.
The warranty period for the replacement part and the repair shall be three months; it shall, however, not end before the expiry of the original warranty period for the delivery item. The warranty period for defects in the delivery item shall be extended by the duration of the interruption of operation caused by the subsequent performance. In the case of improper modifications or repairs on the part of the ordering party or a third party without prior approval by the supplier, all liability for the consequences resulting therefrom shall be excluded.
Further claims by the ordering party, particularly claims for the compensation of damages not referring to the delivery item itself, shall be excluded.
This exclusion of liability shall not apply in cases of intent or gross negligence on the part of the owner or members of the management and in cases where, in accordance with the Product Liability Act, a liability for personal injury or material damages to privately used objects applies. It shall also not apply if expressly warranted features are lacking, if the purpose of the warranty was to protect the ordering party from damages not directly arising on the delivery item.
§ 4 Property rights
TRANSOR shall retain its property rights with regard to drawings or design details which may be made available. Drawing, plans, etc. may not be intentionally disclosed or accidentally made accessible to third parties. The ordering party shall bear all risks in connection with a violation of patents, plans, etc. made available by TRANSOR. Any liability for damages in this regard by TRANSOR shall be excluded.
§ 5 Payment
Invoices are payable net without discount within 30 days from the invoice date. A 2% discount may be deducted for payments within 10 days, unless otherwise agreed in writing. Cheques are credited under reservation of redemption. Payments by bills of exchange must in any case be previously agreed in writing. Discount fees for bills of exchange shall be borne by the drawee.
For orders exceeding EUR 20,000.00, TRANSOR may request the following payment terms:
One third of the total amount shall be due upon receipt of the order confirmation, the second third shall be payable upon receiving notification of the readiness for dispatch, and the remaining amount 30 days thereafter.
If the agreed payment deadlines are exceeded, TRANSOR shall be entitled to reduce the production speed for other orders, to terminate or discontinue production, to charge bank interest rates or to withdraw from the contract. In the latter case, the ordering party shall bear all costs arising until the date of withdrawal from the contract.
Orders specially manufactured or imported for the buyer or the ordering party cannot be cancelled without cost participation.
Irrespective of a potential further use, the delivered goods shall remain the property of TRANSOR until full payment of any outstanding receivables, including any presented but not yet redeemed cheques or bills of exchange given as payment.
During this period of time, the buyer shall not be entitled to resell, pledge or assign the delivered items as security or to transfer them to a third party in any other form. The buyer undertakes to insure the goods against destruction or loss during this period of time. To avoid claims for damages, any garnishments by third parties must be reported to TRANSOR without delay. The same shall apply in the case the opening of insolvency proceedings, settlements or foreclosure, etc.
§ 6 Reservation of title
The supplier reserves the right of title to the delivery item until receipt of all payments from the delivery contract. The supplier shall have the right to insure the delivery item against theft, breakage, fire, water and other damage at the expense of the ordering party, unless the ordering party can provide proof of its own insurance. If the ordering party acts contrary to its obligations, particularly in the case of a default in payment, the supplier shall be entitled to take back the delivered items and the ordering party shall be obliged to surrender the property. The enforcement of the reservation of title and the seizure of the delivery item by the supplier may not be interpreted as withdrawal from the contract unless the Law of Obligations applies.
§ 7 Final provisions
The above Terms and Conditions apply to all sales and are deemed as accepted with the receipt of the order confirmation.
This shall also apply if the terms and conditions of the buyer of the goods or recipient of the services contradict the above terms and conditions of business in full or in part. It shall be deemed as agreed that no obligation to contradict by TRANSOR applies in such cases.
Orders, verbal side agreements and subsequent modifications must be made in writing to be binding for TRANSOR. All rights and obligations resulting from the transactions made shall be subject to German law only.
Should one or several provisions of these Terms and Conditions be or become invalid, this shall not affect the validity of the other provisions.
These Terms and Conditions constitute the sole valid terms and conditions of TRANSOR; any previous Terms and Conditions shall become invalid with their publication. Changes to these terms and conditions must be made in writing.
The place of fulfilment for all payments and deliveries, also if delivered fob, cif and free to the destination, shall be Frankfurt am Main.
All contracts and other legal relationships between TRANSOR and the respective ordering party shall only be subject to German law unless the law of the home country of the ordering party would prohibit the application of foreign law. Frankfurt am Main shall be deemed as the agreed place of jurisdiction unless the agreement on a place of jurisdiction is not permitted or ineffective in an individual case.