tpm GmbH - Conditions of Use

1. General

The contract becomes effective with the receipt of the written confirmation of the supplier stating that he accepts the order (order confirmation). Offers that do not contain a period of validity are not binding.

These terms and conditions are binding, if they are declared applicable in the offer or in the order confirmation. Contradicting conditions of the buyer become valid only if they are accepted expressly in written form by the supplier.

2. Scope of deliveries and services

The deliveries and services of the supplier are fully and completely described in the order confirmation including eventual attachments.

The way of transport is chosen by the supplier. Cost of packing and transport, as well as express charges will be billed to the buyer at cost incurred.

3. Plans and technical documentation

Catalogs and datasheets are not binding without any other agreements. Specifications in technical documentations are binding only if they are confirmed expressly.

The supplier can deviate from sketches, weights and measurement tables, if this is appropriate in fulfilling the order.

Every party reserves all rights in the plans and technical documentation that it has handed to the other party. The receiving party accepts these rights and without the prior written consent of the other party will not - either in part or wholly - make the plans or technical documentation known to third parties or use for other purposes than those for which they were inteded. On request all plans and technical documentation or copies and extractions thereof no matter in which form have to be returned.

4. Prices

All Prices or price recommendations for consumers contain applicable VAT. Cost of packing, cost of transport ex works will be added to the price. Any deduction from this total incoice amount is not acceptable and will be charged.

Price lists for resellers, wholesalers and distributors are showing net prices. Added to these will be applicable VAT and packaging and transport ex works. Any deduction from this total incoice amount is not acceptable and will be charged.

5. Conditions of payment

All payments are to be made at the location of the supplier, without any deduction of sconto, transfer-fees, taxes, fees, duties and similars.

The payment is due 10 days after the invoice date.

If the buyer does not keep to the 10 day payment due date, he will be in delay condition without prior reminder and has to pay an interest in addition to the invoice amount which is 4% higher than the applicaple interest rate of the Swiss national bank. Replacement of further damages remains nonwithstanding.

6. Reservation of property rights

The supplier remains proprietor of the complete shipments until he has fully received all payments according to the contract. The buyer allows the supplier by finalizing the contract to have the right of property registered with the authorities and fulfil all necessary formalities at cost of the buyer.

During the period of reserved property righte the buyer will maintain the delivered goods and will insure them against theft, damage, fire, water and other risks in favor of the supplier at his own costs. Furthermore he will take all measures necessary so that the property right of the supplier is neither removed nor infringed.

7. Delivery time

The delivery will be made within the agreed period, if possible. Any damage claims of the buyer for delayed deliveries are not accepted.

8. Transfer of availability and risk

Availability and risk are transfered to the buyer at the time the shipment leaves the supplier's delivery address.

If the shipment is delayed on request of the buyer or for other reasons, for which the supplier cannot be held responsible, the risk is transfered to the buyer at the date that was provisioned for the sipment ex works. From this time on the shipments are being stored and insured at cost and risk of the buyer.

9. Inspection and acceptance of delivered goods

It is the buyer's obligation to inspect the delivered goods within eight days and to advise the supplier of eventual shortcomings in writing immediately. If the buyer fails to do this, the delivered goods will be considered as accepted by the buyer.

The supplier is obliged to mend the shortcomings stated in writing as fast as possible and the buyer is obliged to give the supplier the chance for doing this.

An ATP and the definition of any conditions to be applied have to be agreed in a separate contract.

Shortcomings in deliverances or services of any kind will not serve as a base for rights and claims for the buyer except those expressly stated in No's 9 and 10.

Should a damage occur in transport, the shipment has to be accepted under reservation and the responsible transporter and the supplier have to be notified in writing within three days.

10. Warranty, Liability for defaults

The warranty period is 12 months, for multi-shift operation 6 months from the effective date of delivery. If suppliers give shorter periods for individual components, their shorter periods are applicable for these components.

For parts replaced or repaired the warranty period starts over and takes 6 months from date of repair or replacement. It ends in any case after two years from the effective date of the initial delivery.

The warranty ends prematurely when the buyer or a third party amends changes or repairs, when the operating conditions are not kept or when in case of a defect the buyer does not take all applicable measures to minimize the damage and give the supplier an opportunity to fix the defect.

The supplier commits to replacing or repairing all parts of the order which become defective or unusable during the warranty period upon written notice of the buyer as fast as possible. This committment is limited to defects in material, malconstruction or lack of workmanship. Replaced parts will become the porperty of the supplier.

Only those characteristics which have been specified as such in the products specifications are assured. The validity of this assurance ends with the warranty period.

If the assured characteristics are not or only partially fulfilled, the buyer can ask for a rework by the supplier. For this the buyer has to give the supplier the neccessary time and opportunity. In case this rework fails or is only partially successful, the buyer is entitled to a appropriate price discount. If the defect is grave enough so that it cannot mended within a reasonable time, and if deliveries or services can not or only in considerably reduced measure be used for the intended purpose, the buyer has the right to refuse the acceptance of the defective part or - if a partial acceptance is commercially unreasonable - to cancel the contract. The supplier can only be obligated to refund the amounts which have been paid to him for the parts concerned by the cancellation.

All defects which are not provenly subject to bad material, malconstruction or lack of workmanship - i.e. natural wear, lack of maintenance, ignorance of operating instructions, excessive wear, unsuitable operating means, chemical or electrolytical influences, building or mounting works not performed by the supplier, or other means which are not representative of the supplier - are excluded from the warranty and liability of the supplier.

Place of delivery for any warranties or replacements is by choice of the supplier either Kreuzlingen or the place of works of the respective manufacturer. Any costs for installation, dismantling or mounting as well as the transport of the repaired products or replacement products to the place of delivery and back are the obligation of the buyer.

11. Exclusion of further liabilities of the supplier

The supplier is not liable for conditions that have occured without his involvement such as non shipment by sub-suppliers, complete or partial deactivation or supplier works, mobilisation, acts of war, strike, fire or other disturbances, occurences of import bans or a considerable rise of import duties.

Due to defects in material, construction or workmanship, as well as due to missing of assured characteristics the buyer has no rights and claims except those expressly stated in No. 10.

All cases of breach of contract and their consequences as well as all claims of the buyer - no matter for which reason they are risen - are finally governed by these conditions. Im particular any claims which are not expressely named in these conditions are excluded from the contract. In no case the buyer can claim a replacement of damages which are not part of the deliverances itself such as namely loss of production, loss of orders, escaped profit or other direct or indirect damages.

12. Assembly

If a product or object has to be assembled by the supplier, the buyer has the obligation to provide for all necessary preparations and to make sure that the assembly can be initiated and carried out without interruptions. Any environment-work, delivery of required stands and supplementary personnel are also the buyer's obligation. The legal liability for accidents during each and all delivery and assembly works in respect of the buyer's personnel and by the buyer recruited third parties is the buyer's obligation. Any damages to property are solely the buyer's obligation except in case of proven negligence by the supplier's personnel. Any permissions for the assembly and operation of the product or object is the buyer's obligation.

13. Place of jurisdiction and applicable law

Place of jurisdiction for the buyer and the supplier is D-86609 Donauwörth. The supplier has the right to sue the buyer at the buyer's place of incorporation.

This contract is subject to material German law under exclusion of the United Nations' treaty concerning contracts concerning international trade of 11. April 1980.