General terms and conditions

1. Scope

1.1 Any delivery, service and offer made by Teufel Prototypen GmbH (TP) shall be executed exclusively according to the General Terms and Conditions set forth herein. These shall also apply to any future business even if not expressly stipulated otherwise. Any counter-confirmation made by a customer with reference to his own business or purchasing terms is hereby contradicted.

1.2 Any provision made between TP and a Customer in order to execute a contract shall be stipulated in a written contract.

1.3 TP is entitled to amend these General Terms and Conditions and all possible enclosures at any time. Any orders received before this amendment will be processed in accordance with the General Terms and Conditions valid at the time of contract conclusion.


2. Offer, conclusion of contract

2.1 Our quotations are non-binding, provided the binding force of a quotation was not explicitly stipulated in writing. Your orders shall become binding only upon receipt of our written order acknowledgement.

2.2 Drawings, illustrations, weights, measures, and other performance data shall only be binding if expressly stipulated in writing.

2.3 We retain title of ownership and copyright of all tender documents, illustrations, drawings, calculations and other documents. These must not be disclosed to any third parties. This rule particularly applies to written documents which are clearly marked as "confidential". The Customer shall, under no circumstances, disclose any of these documents to a third party, unless he has procured our express written consent.

2.4 If the offer for Rapid Tooling tools contains prices per part, these prices are approximate recommended prices. Should TP – after having finished the Rapid Tooling tool – find out that the tool's cycle time substantially deviates from the previously estimated time, we expressly reserve the right to amend the prices per part again and to issue a new offer.


3. Pricing, terms of payment, set-off, retention

3.1 Unless otherwise agreed, prices are quoted ex works.

3.2 Unless otherwise specified, we consider ourselves bound for four weeks by the prices quoted in our firm and binding offers commencing at the date of offering.

3.3.      For orders above € 100.01, shipping within the EU will be free of charge.

3.4 Unless otherwise stipulated, our invoices shall be payable in full a fortnight (14 days) from the date of invoice. The date of the receipt of payment at our account is decisive.

3.5 Any deduction of discount shall require a special written agreement.

3.6 If the Customer defaults, TP GmbH may, at our own option, charge annual interest of eight percentage points above the respective base interest rate from the day on which a default situation begins. This shall not affect our right to claim further compensation of damage from the Customer.

3.7 The Customer shall only be entitled to claim set-off if his counter-claims have been established res judicata or are indisputable or are acknowledged on our part.

He may only use his right of retention to the extent that his counter-claim is based on the same contractual relationship and has been established res judicata or is indisputable or is acknowledged on our part.

3.8 For orders with a value of goods of more than € 10,000.00 (in words: ten thousand dot zero), TP reserves the right to issue an advance payment invoice. However, this will be stipulated separately in the offer, if necessary, and thus becomes binding.


4. Delivery time, partial deliveries, default in accepting

4.1 TP may, at any time, perform partial deliveries and render partial services.

4.2 TP's compliance with contractual delivery and performance commitments shall require the timely and proper fulfilment of the Customer's obligations.

4.3 Typically, all shipping will be handled by UPS, so the current UPS terms of shipment and delivery apply.

5. Passing of risk

The risk of goods deliveries shall pass to the Customer as soon as a shipment has been handed over to the person responsible for its transportation, or has left our storage facility for dispatch (shipping date). If a shipment becomes impossible through no fault of our own, the risk shall pass to the Customer upon notification of our readiness to ship.


6. Warranty, notice of defects

6.1 It is the Customer's responsibility to promptly give written notice of identified defects to TP not later than one week from receipt of delivered goods. Defects, which even a careful inspection is unable to discover within this time period, shall be notified to TP in writing promptly upon identification.

6.2 Where we are shown to be responsible for a defect in sold products or services, the Customer shall be entitled to claim defect removal or replacement according to § 439 BGB (German Civil Code).

In the event of defect removal, TP shall bear all expenditure that is necessary to remove the given defect(s), notably transportation, travel, work and material costs, unless such costs are not further increased due to a relocation of sold products or contractual services to a site other than the place of fulfilment.

6.3 If defect removal fails within a reasonable time and/or no replacement can be provided or appears unreasonable, the Customer may, at his discretion, demand a reduction in the sales price or cancel the contract. Damages may only be claimed in accordance with the provisions of paragraph 8 of these General Terms and Conditions.

6.4 Insignificant defects shall void the right to cancel the contract.

6.5 Failure to observe our operating or maintenance instructions, or changes in delivered goods or rendered services, or replacement of parts or the use of consumables which do not meet original product specifications, shall void any warranty.

6.6 Warranty claims may solely be put forward by the contractual Customer. They are not assignable to third parties without our written consent.

6.7 Unless otherwise stipulated, warranty period will be twelve months, starting at the date of delivery.

6.8 The foregoing warranty terms cover all commitments to provide warranty for delivered products or services. No warranty claims of any other kind will be accepted.  The legal provisions concerning the purchase of consumer goods shall remain unaffected.


7. Avoidance of contract

If the impossibility of delivery is based on wrong technical data in the data set provided by the customer, both TP and the Customer shall be able to rescind the contract if the agreed-upon date of delivery is exceeded by more than one month. Alternatively, TP can issue a new offer to be accepted or rejected by the Customer separately.


8. Limited liability

8.1 Any liability for damages – without consideration of its kind and/or legal nature – as well as reimbursement of expenses on the part of both TP and our vicarious agents shall be excluded unless such damage can be proven to be the result of deliberate acts or gross negligence or careless failure to meet essential contractual obligations.

8.2 The foregoing liability restriction clause shall not be applicable where liability claims are based on guarantees or on fraudulent intent. If we are responsible for a personal injury or an injury of health we shall be liable also for negligence.

8.3 Our liabilities under the Product Liability Act shall in any case remain unaffected.

8.4 Where liability is assumed for loss of data, such liability shall be restricted to the amount of labour and expenditure typically required to restore the condition that would have been maintained in the event of regular and risk-adequate data saving on the Customer's part.

8.5 If an essential contractual obligation is violated through TP's own fault, liability will be restricted to typical contractual damage.

8.6 Unless warranty claims are covered by one of the foregoing terms, they are excluded – without consideration of their legal nature. Especially, TP shall not be liable for damages which were not caused to the item of delivery itself; particularly, TP shall not be liable for loss of profit or other damage caused to the Customer's assets.


9. Retention of title

9.1 Pending the settlement of any receivables (including current account balance claims) from the Customer at present or in the future – on whatever legal grounds – the following securities shall be provided to TP. TP shall relinquish these wholly or partially upon request if their value clearly exceeds the value of receivables by more than 20%.

9.2 Shipments shall remain TP's property (goods sold subject to retention of title). Reprocessing or reshaping of goods shall always be regarded as performed on TP's behalf, but with no obligation on our part. TP shall be entitled to co-ownership of the new property inasmuch as the value of goods sold with retention of title (invoiced value) relates to the new property. The Customer will be responsible for holding such new property in safe custody on our behalf and at his own expense. If the Customer chooses to resell the new property, subparagraph 9.3 shall be applicable.

9.3 The customer shall be entitled to resell the goods in an orderly business procedure. However, the customer already now assigns to us all claims, amounting to the final invoice amount of our claim, which accrue for the customer from the resale vis-à-vis the purchaser or third parties, regardless of whether the goods were resold with or without further processing. The customer shall remain entitled to collect this claim also following the assignment. Our right to collect the claim ourselves shall remain unaffected. However, we undertake to refrain from collecting the claim as long as the customer meets the payment obligations from the collected revenues, is not in delay of payment or, in particular, has not filed an application to open composition or insolvency proceedings, or cessation of payments is given. However, if this is the case, we can require that the customer informs us about the assigned claims and the respective debtors, provides all information necessary for the collection, hands over the necessary documents and informs the debtor (third party) about the assignment.

9.4 The customer undertakes to treat the goods carefully. In particular, the customer shall be obliged to sufficiently insure the goods at their new value and at the customer's own expense against fire and water damage and theft. He shall be prohibited from pledging or depositing such goods for collateral security.

9.5 If a third party gains access to, or a hold on, goods shipped with retention of title, notably in the case of hypothecation, the Customer shall clearly indicate to such third party that these are TP's property, delivering prompt notice thereof, in order to enable TP to enforce own property rights. Where such third party is unable to refund TP's costs in connection with necessary court or out-of-court proceedings, the Customer shall be held liable therefore.


10. Industrial property and copyrights

10.1 In the event of claims on the Customer because of breach of an industrial property right or a copyright in using TP's deliveries or services during one year from the delivery date, TP shall be responsible to obtain justice for the Customer to continue using such deliveries or services, always providing that the Customer gives immediate written notice of such third-party claims. TP reserves the right to take appropriate defensive and out-of-court actions in such cases. If, despite such defensive actions, it proves impossible to continue using TP's deliveries or services under reasonable economic conditions, it shall be understood as agreed that TP may, at our discretion, modify or replace the particular delivery or service for removal of a legal deficiency, or reship such delivery or service and refund the sales price previously paid to TP.

10.2 No claim against TP shall be accepted if a law is infringed due to the use of our deliveries or services in any other way than quoted by us or due to combined use with other products than our deliveries or services.

10.3 TP shall assume no liability in the case of a breach of law by deliveries or services which have been created or rendered in accordance with engineering design documents or other specification requirements of the Customer.


11. Nondisclosure

The current version of the non-disclosure agreement between TP and the Customer shall be valid.


12. Applicable law, place of performance and jurisdiction

12.1 The law of the Federal Republic of Germany is applicable to these General Terms and Conditions and to all legal relations between TP and the Customer. Application of both the UN Convention on Contracts for the International Sales of Goods (CISG) and the German laws on the conflict of law provisions is excluded.

12.2 Place of performance for the delivery of the goods is the location of the plant or stock delivered from, whereas the place of performance for the Customer's obligations is TP's headquarters.

12.3 As far as the Customer is a fully qualified merchant as per the German Commercial Code, a legal person under public law or public special business property, the jurisdiction for all disputes directly or indirectly resulting from the contract shall be TP's headquarters, unless another jurisdiction is stipulated mandatorily.


13. Severability Clause

If at any time a provision or part of a provision of the present terms of use becomes unlawful, invalid or unenforceable pursuant to the laws of one jurisdiction, this will not affect the lawfulness, validity or enforceability of the remaining provisions. Instead of the unlawful, invalid or unenforceable provision(s), the respective legal regulations apply.