Terms and conditions

A. General information / Scope of application

1. These terms and conditions (T&Cs) apply to all current and future business relationships of transprotec GmbH.
2. Consumers within the meaning of the General Terms and Conditions are natural persons with whom business relations are entered into without any commercial or self-employed professional activity being attributable to them.
3. Entrepreneurs within the meaning of the General Terms and Conditions are natural or legal persons or partnerships with whom business relations are entered into and who act in the exercise of a commercial or independent professional activity.
4. Deviating, conflicting, or supplementary terms and conditions shall not become part of the contract, even if they are known, unless their validity is expressly agreed to in writing.
5. The law of the Federal Republic of Germany shall apply to all our business relationships. International sales law shall not apply.
6. 1. The customer (entrepreneur and consumer) shall only be entitled to offset claims if their counterclaims have been legally established or acknowledged by us.
   2. The customer may only exercise a right of retention if his counterclaim is based on the same contractual relationship.
   3. The customer may only assign existing contractual claims against us to third parties with our express written consent.

B. Terms of Sale

1. The following terms and conditions of sale apply to all business relationships with entrepreneurs. The statutory provisions apply to consumers.
2. 1. Our offers are subject to change. We reserve the right to make technical changes and changes to shape, color, and/or weight within reasonable limits.
   2. By ordering goods, the customer makes a binding declaration of their intention to purchase the goods ordered. We are entitled to accept the contractual offer contained in the order within two weeks of receiving it. Acceptance can be declared either in writing or by delivering the goods to the customer.
   3. The conclusion of the contract is subject to the correct and timely delivery by our suppliers. This only applies in the event that we are not responsible for the non-delivery, in particular if a congruent covering transaction has been concluded with our supplier. In this case, we will inform the customer of the non-delivery at short notice and refund any consideration already received.
3. The customer undertakes to pay the purchase price upon receipt of the goods. The customer shall automatically be in default of payment no later than two weeks after receipt of the goods. For orders with a net value of less than EUR 100, we charge an additional flat-rate minimum quantity surcharge of EUR 30 plus statutory VAT.
4. 1. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon handover, in the case of sale by delivery to a place other than the place of performance, upon delivery of the goods to the forwarding agent, the carrier, or any other person or institution designated to deliver the shipment.
   2. Delivery shall be deemed to have taken place if the customer is in default of acceptance.
5. 1. Delivery times are non-binding unless otherwise expressly agreed. Partial deliveries are permitted. If a fixed delivery date has been agreed, the customer shall set a reasonable grace period of at least four weeks in the event of our delay. The delivery deadline shall be deemed to have been met if the goods have left the warehouse in Hamburg or, in the case of direct delivery, the factory.
   2. Unless otherwise agreed, call-off orders must be accepted within six months of our notification that the goods are ready for delivery. After this period has expired, we shall be entitled to demand acceptance. If the customer does not accept the goods, we shall be entitled to withdraw from the contract and claim damages for non-performance. In the latter case, we shall be entitled to demand either 30% of the purchase price without proof of damage or compensation for the actual damage incurred. In the event that the aforementioned lump sum is claimed, the customer shall be entitled to prove to us that no damage or reduction in value has been incurred at all or that it is significantly lower than the lump sum claimed.
6. 1 Our service department will install and assemble the machines, if included in the offer. The services to be provided in this regard may also be performed by our partner companies and extend solely to the installation and assembly of the machine to the lines laid directly to the machine on site, which are licensed by the responsible utility companies. Our technicians are only authorized to establish the connections between the machines and the connection points leading to them. We accept no liability for compliance with general or local regulations for on-site installations.
   2. Before installation work begins, the customer must complete all preparatory work (e.g., core drilling). The connections for water, drainage, and electricity, as well as hydraulics and pneumatics, must be laid in accordance with our installation plans. All necessary masonry, installation, and other preparatory work for laying the pipes or systems is the responsibility of the customer and must be carried out at their own expense. Before the installation begins, the parts required for the work must be on site and all preparatory work for which the customer is responsible must have been carried out so that the installation and commissioning can be carried out without interruption after our technician arrives. The transport of the machine to the installation site and all other assistance required for the installation shall be the responsibility of the customer at their expense. Any test weights that may be required shall be provided by the customer.
   3. The customer is responsible for the proper storage of the delivered machines until their installation, including liability for damage caused by third parties, water, fire, weather, or theft.
   4. If the setup, installation, and commissioning are delayed due to circumstances beyond our control, the customer shall bear the costs for waiting times or additional necessary trips by our technician.
7. 1. In the event of defects in the goods, we shall initially provide warranty at our discretion by repair or replacement.
   2. If the subsequent performance fails, the customer may, at their discretion, demand a reduction in payment (abatement) or rescission of the contract (withdrawal). In the event of only a minor breach of contract, the customer shall not be entitled to withdraw from the contract, in particular in the case of only minor defects.
   3. Obvious defects must be reported to us by the customer in writing within five days of receipt of the goods, otherwise the assertion of warranty claims is excluded. The customer bears the full burden of proof for all claim requirements, in particular for the defect itself, for the time of discovery of the defect, and for the timeliness of the notification of defects.
   4. All parts that become unusable within 12 months after the transfer of risk as a result of circumstances occurring prior to the transfer of risk, in particular due to faulty design, poor materials, or defective workmanship, or whose usability is significantly impaired as a result, shall be repaired or replaced free of charge at the supplier's discretion. The supplier must be notified of such defects in writing without delay. For this purpose, the rejected part must be sent to our factory carriage paid, provided that the net weight does not exceed 300 kg. If shipment has been delayed through no fault of the supplier, this warranty period shall commence upon dispatch of the delivery parts; in this case, it shall end no later than 12 months after notification of readiness for shipment.
   5. If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, they shall not be entitled to any additional claims for damages due to the defect.
   6. If the customer chooses compensation after failed subsequent performance, the goods shall remain with the customer if this is reasonable. Compensation shall be limited to the difference between the purchase price and the value of the defective item. This shall not apply if the breach of contract was caused by us maliciously.
   7. The warranty period for new items is one year from delivery of the goods; no warranty is provided for used items.
   8. Making a claim under the warranty does not extend the warranty period for the machine or for the newly installed parts.
   9. Any warranty claims shall expire with immediate effect if interventions are made on the machine by persons not authorized by us.
   10. Warranty claims can only be made by the original purchaser and are not transferable.
   11. Only the manufacturer's product description shall be deemed agreed as the quality of the goods. Public statements, promotions, or advertising by the manufacturer do not constitute a contractual quality of the goods.
   12. We do not provide the customer with any guarantees in the legal sense. Manufacturer guarantees remain unaffected by this.
   13. The customer shall give us the time and opportunity necessary at our reasonable discretion to remedy the defect. If, in the course of remedying the defect, damage occurs to the customer for which we are responsible, we shall only be liable for intent and gross negligence.
   14. In particular, we expressly accept no liability for defects caused by weather conditions or chemical, physical, or electrical influences, provided that these are not attributable to intentional or grossly negligent conduct on our part. Furthermore, we expressly accept no liability for defects caused by unsuitable or improper use, inadequate cleaning, failure to follow operating instructions, failure to use original spare parts, faulty assembly by the buyer or third parties, incorrect or negligent handling, or improper modifications or repair work carried out by the buyer or third parties without our consent. The above limitations do not apply if the defects were already present at the time of delivery.
8. 1. If the machine is dismantled after the customer has breached their contractual obligations, or if assembly does not take place for the same reason or for a reason for which the customer is responsible, we shall not be obliged to restore the kit to its condition prior to assembly of the machine or to the condition it was in at the customer's premises prior to assembly preparations.
   2. Unless otherwise agreed, further claims by the customer, regardless of their legal basis, are excluded. We are not liable for damage that has not occurred to the delivery item itself, namely not for direct and indirect consequential damage.
   3. The above disclaimers of liability shall not apply if one of our legal representatives or vicarious agents has acted with intent or gross negligence.
   4. Any remaining claims by the customer shall become time-barred twelve months after delivery of the goods, unless the damage was caused intentionally or through gross negligence, and shall be limited to a maximum of 60% of the net delivery value of the respective shipment.
9. Unless expressly agreed otherwise in these General Terms and Conditions or in an individual contract, we are not obliged to take back equipment.

C. Repair conditions

1. The following repair conditions apply to all business relationships with entrepreneurs and consumers.
2. If the customer (business owner or consumer) commissions us to repair their device, the provisions of the Terms and Conditions of Sale (B.) under sections 6.1 to 6.4, 7.3, 7.7, 7.8, 7.11, and 8.1 to 8.4 shall apply accordingly.
3. The warranty period for repair work carried out by us is one year.
4. Repair and inspection work must be paid for immediately in cash to our technician. Items will be sent cash on delivery. Refusal to pay entitles us to retain the item being repaired.

D. Retention of ownership

1. In the case of contracts with consumers, we retain ownership of the goods until the purchase price has been paid in full. In the case of contracts with businesses, we retain ownership of the goods until all claims arising from an ongoing business relationship have been settled in full.
2. The customer (business owner and consumer) is obliged to treat the goods with care. If maintenance and inspection work is necessary, the customer must carry this out regularly at their own expense.
3. The customer is obliged to notify us immediately of any access by third parties to the goods, for example in the event of seizure, as well as any damage to or destruction of the goods. The customer must notify us immediately of any change in ownership of the goods or change of residence or business address.
4. We shall be entitled to withdraw from the contract and demand the return of the goods in the event of breach of contract by the customer, in particular in the event of default in payment or breach of an obligation under clauses 2 and 3 of this provision.
5. The entrepreneur is entitled to resell the goods in the ordinary course of business. He hereby assigns to us all claims in the amount of the invoice amount accruing to him from the resale to a third party. We accept the assignment. We reserve the right to collect the claim ourselves as soon as the entrepreneur fails to meet his payment obligations properly and defaults on payment.
6. The processing and treatment of the goods by the entrepreneur shall always be carried out in our name and on our behalf. If processing is carried out with items that do not belong to us, we shall acquire co-ownership of the new item in proportion to the value of the goods delivered by us to the other processed items. The same shall apply if the goods are mixed with other items that do not belong to us.

E. Severability clause

Should individual provisions of the contract with the customer (entrepreneur and consumer), including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.

F. Court of jurisdiction

If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the business relationship shall be Hamburg. The same shall apply if the customer does not have a general place of jurisdiction in Germany or if their place of residence or habitual abode is unknown at the time the action is brought.

Germany, Hamburg, March 2011