teveno® GmbH, hereinafter referred to as TEV, shall only recognize regulations contrary to these Terms and Conditions if this is expressly declared in writing. Otherwise, the following General Terms and Conditions shall apply exclusively.
Contracts with TEV require written confirmation by TEV. Offers are subject to change and non-binding, unless otherwise expressly stated. Improvements and changes in the performance of TEV are permissible as far as they are reasonable for the customer. Such changes in the performance do not entitle the customer to delay or withhold his consideration. The purchaser is obliged to accept agreed deliveries; the obligation to accept is a primary obligation of the customer. If TEV is entitled to claim damages due to non-performance of the contract by the Buyer, in particular in case of non-acceptance of the goods, TEV may claim liquidated damages in the amount of 25% of the agreed purchase price, subject to proof of a higher damage. The customer is entitled to prove a lower damage.
2. Prices and terms of payment
All prices of TEV are exclusive of packaging, transport, freight insurance and the statutory value added tax applicable on the day of delivery – ex warehouse TEV. Unforeseeable changes in customs duties, import and export fees, foreign exchange management, etc. shall entitle TEV to adjust prices accordingly. Unless otherwise specified by the customer, payments made by the purchaser shall first be credited against the oldest debt. If costs and interest have already been incurred, the payment shall first be credited against the costs, then against the interest and finally against the principal claim. The customer shall only be entitled to set-off, retention and / or reduction if his counterclaims are undisputed or have been legally established or acknowledged by TEV in writing. TEV shall be entitled to invoice partial deliveries and partial services separately. Prepayment, cash discounts and payment terms shall be agreed upon on an order-related basis.
3. Reservation of ownership
The goods shall remain the property of TEV until full payment of all claims, including ancillary claims, claims for damages and cashing of checks and bills of exchange. If the customer is in default, TEV shall be entitled to exclude him from further deliveries despite the existence of contractual agreements.
The retention of title shall also remain in force if individual claims of TEV are included in a current account and the balance is drawn and acknowledged.
If goods subject to retention of title are processed by the Buyer to form a new movable item, the processing shall be carried out for TEV without TEV being obligated therefrom. The new item shall become the property of TEV. In the event of processing, mixing or blending with goods not belonging to TEV, TEV shall acquire co-ownership of the new item in proportion of the value of its reserved goods to the total value.
The Buyer shall be entitled to resell the goods subject to retention of title only subject to the following provisions and only subject to the proviso that the claims pursuant to clause 6. are actually transferred to TEV.
The Buyer’s authority to sell goods subject to retention of title in the ordinary course of business shall end upon revocation by TEV as a result of a sustained deterioration of the Buyer’s financial situation, but no later than upon the Buyer’s cessation of payments or upon the filing of an application for bankruptcy or composition proceedings against the Buyer’s assets.
The Buyer hereby assigns the claim with all ancillary rights from the resale of the reserved goods – including any balance claims – to TEV. If the goods have been processed, mixed or blended and if the seller has acquired co-ownership in the amount of his invoice value, he shall be entitled to the purchase price claim proportionate to the value of his rights in the goods. If goods subject to retention of title are built into real estate by the Buyer, the Buyer hereby assigns the resulting claim for payment in the amount of the value of the goods subject to retention of title with all ancillary rights including a claim for the granting of a security mortgage with priority over the remainder. If the Buyer has sold the claim within the scope of genuine factoring, TEV’s claim shall become due immediately and the Buyer shall assign the claim against the factor replacing it to TEV and shall immediately forward its sales proceeds to TEV. TEV accepts this assignment.
The Buyer is authorized to collect the assigned claims as long as he meets his payment obligations. The authorization to collect shall expire in case of revocation, but at the latest in case of default of payment by the Buyer or in case of a substantial deterioration of the financial situation of the Buyer. In this case, TEV is hereby authorized by the purchaser to inform the buyers of the assignment and to collect the claims itself. The purchaser shall be obliged to hand over to TEV, upon request, an exact list of the claims to which TEV is entitled, including the names and addresses of the purchasers, the amount of the individual claims, invoice date, etc., and to provide TEV with all information necessary for the assertion of the assigned claims and to permit the verification of this information.
If the invoice value of the security existing for TEV exceeds its claim including ancillary claims,
(e.g. interest, costs) by more than 20%, TEV shall be obliged to release securities of TEV’s choice upon request of the Buyer or a third party affected by the excess security of TEV.
Pledging or transfer by way of security of the goods subject to retention of title or the assigned claims shall not be permitted. The Seller shall be notified immediately of any pledges, indicating the pledgee.
If TEV takes back the delivery item on the basis of the retention of title; this shall only constitute a withdrawal from the contract if TEV expressly declares this. Upon request, the Buyer shall be obliged to tolerate the removal or to carry out the shipment to TEV itself at its own expense and risk. TEV shall be entitled to satisfy itself from the repossessed goods subject to retention of title by private sale.
The Buyer shall keep the reserved goods for TEV free of charge. He shall insure them against the usual risks, such as fire, theft and water, to the customary extent. The Buyer herewith assigns to TEV his claims for compensation to which he is entitled from damages of the above-mentioned kind against insurance companies or other parties liable for compensation, in the amount of the invoice value of the goods. TEV hereby accepts the assignment.
All claims as well as the rights arising from the retention of title to all special forms stipulated in these conditions
special forms stipulated in these Terms and Conditions shall remain in force until complete release from contingent liabilities entered into by TEV in the interest of the Buyer.
4. Delivery and performance time
Binding delivery agreements must be made in writing. Delivery periods shall commence on the date of TEV’s order confirmation. All delivery obligations are subject to the proviso that TEV itself is supplied by its suppliers on time and in accordance with the contract. Partial deliveries and partial performances by TEV are permissible.
In the case of delivery contracts, each partial delivery shall be deemed to be an independent performance. TEV shall not be in default of delivery in the event of force majeure or due to events that make delivery significantly more difficult or impossible for TEV. These include operational disruptions, force majeure and strikes, non-issuance of official permits, etc., regardless of whether these occur in TEV’s own operations, those of the supplier or those of a subcontractor.
5. Shipment, acceptance and transfer of risk
The risk of damage or loss of the goods shall pass to the purchaser as soon as the goods have been handed over by TEV to the person carrying out the transport or as soon as they leave TEV’s warehouse for the purpose of shipment. TEV is prepared to insure the goods at the expense of the customer if the customer requests transport insurance. Otherwise, it is the responsibility of the Buyer to arrange for such insurance. In the case of shipments to TEV, the shipper shall bear all risks, in particular the transport risk until the arrival of the goods at TEV, including all transport costs. The customer or recipient of the goods is obliged to check the goods for completeness and intactness immediately after receipt. Complaints shall only be accepted by TEV within a period of 5 days after receipt of the goods. Thereafter, the goods shall be deemed to have been accepted free of defects.
The warranty period for all capital goods delivered by TEV is 12 months. The period begins with the arrival of the goods. Irrespective of this, TEV shall pass on any further guarantee or warranty promises to the customer in full, without being liable for them itself. If operating or maintenance recommendations of TEV or the respective manufacturer are not followed on the part of the customer or recipient, in particular if changes are made to the goods, parts are replaced or consumables are used that do not comply with the original specifications, any obligation to provide warranty on the part of TEV shall lapse. The same applies in case of improper storage, foreign interventions or excessive wear and tear. In the event of a notice of defect, the purchaser is obliged to send defective equipment or parts to TEV at his own expense and risk, together with a precise description of the defect and a copy of the corresponding invoice, using the original packaging. TEV will accept repair shipments only after issuing an R.M.A. number. In the event of a warranty claim, TEV shall, at its option, either repair the defect or replace the defective part. Replaced parts remain the property of TEV until full payment of the delivery.
teveno® is a hygiene product and cannot be returned once the packaging has been opened. This product is subject to wear and tear by the user. We are only and exclusively liable for production defects.
The customer is aware that the export of delivered goods may regularly only take place with prior official approval. The customer must seek such approvals (e.g. from the Federal Office of Economics in Eschborn) himself. The declarations of consent are to be obtained by him before the goods are shipped abroad.
8. Final provisions
The law of the Federal Republic of Germany shall apply to the terms and conditions as well as to the entire legal relationship between TEV and the customer. Other national laws – including the Uniform Law on the International Sale of Goods (EKG) and the Uniform Law on the Formation of Contracts (EAG) – are excluded. In the absence of any other agreement, the place of performance with regard to TEV’s services shall be Fürth. As far as permissible, the place of jurisdiction for all legal disputes by and against TEV shall be Fürth. If one or more of the preceding provisions in these Terms and Conditions is or becomes legally invalid, this shall not affect the validity of the remaining provisions.