GENERAL
Deliveries are made by us exclusively in accordance with these terms and conditions of sale. By accepting our offer, the customer recognises these terms and conditions, even if they contradict his terms and conditions in whole or in part. If the customer does not wish to recognise our terms and conditions, he must reject our offer.
1 PLACING OF ORDER
Our offers are subject to change. Orders and purchase orders from our customers can be accepted by us by express written notification, by fax, verbally or by telephone or by direct immediate dispatch of the goods within a period of 8 days. We are entitled to withdraw from contracts if a significant deterioration in the buyer’s financial circumstances has occurred, an application for insolvency or composition has been filed or the contractual partner is in arrears with the payment of a consignment.
2 TRANSPORT
The risk of transport shall be borne by the recipient, even in the case of carriage paid delivery. We reserve the right to decide on the form of despatch (transport route). Unless expressly declared otherwise in writing by the customer, the goods shall be compulsorily insured by us for transport. Transport damage and transport losses must be reported immediately. The buyer is also obliged to accept partial deliveries without the need for his prior express consent.
3A WARRANTY PROVISIONS
The warranty period is 24 months from delivery from our warehouse. In order to assert a warranty claim, it is generally necessary to enclose a description of the fault, stating the model and serial number and a copy of the delivery note or invoice with which the device was delivered, with the defective part. No new warranty periods come into force as a result of the warranty. Signs of wear and tear and the consequences of improper use of the goods by the customer are excluded from the warranty. Our warranty obligation expires if the customer does not notify us in writing of obvious defects within one week of receipt of the goods. Advance exchange is not possible. Returns must be delivered carriage paid. The warranty obligation of TPS Elektronik GmbH is limited to the rectification of the corresponding goods. If rectification fails, a subsequent delivery (replacement delivery) will be made. Thereafter, the buyer is entitled to an unrestricted right of cancellation or reduction.
3B OTHER WARRANTY PROVISIONS
TPS Elektronik GmbH assigns its warranty claims that it has against its suppliers to the customer of TPS Elektronik GmbH. Any warranty claims asserted by customers against TPS Elektronik GmbH are dependent on prior legal recourse against the suppliers of TPS Elektronik GmbH. TPS Elektronik GmbH is only liable under warranty in the event of unsuccessful prior legal action against the suppliers.
3C LIABILITY
Excluded are claims for damages by the customer arising from culpa in contrahendo, breach of secondary contractual obligations arising from positive breach of contract, in particular for consequential damages, unless they are based on intent or gross negligence on our part or on the part of our vicarious agents. As far as products manufactured by TPS Elektronik GmbH are concerned, a claim arising from manufacturer’s liability is excluded insofar as it concerns a direct customer.
3D WARRANTY COMPENSATION
The warranty obligation of TPS Elektronik GmbH expires in the event that a warranty discount has been visibly issued or granted on the purchase price.
4 DELIVERY TIME
The delivery period shall commence as soon as agreement has been reached on all order conditions and any contractual modalities have been clarified. Claims arising from non-compliance with a delivery deadline shall only exist if a grace period of at least two weeks has been set by registered letter and the grace period has also not been complied with. Operational disruptions – regardless of the sphere and regardless of the cause – shall release us from the obligation to comply with certain agreed delivery deadlines. They shall entitle the customer to withdraw from the contract in whole or in part. Claims for damages are excluded.
5 PRICES
The prices are subject to change.
6 PAYMENT
Delivery takes place after receipt of a prepayment. Other payment methods are possible by arrangement.
After expiry of our payment terms, the buyer undertakes to pay interest on our claim at a rate of 5% above the discount rate of the Deutsche Bundesbank without any special reminder. This shall not exclude the assertion of further damages caused by default. Agreements to the contrary must be made in writing. Unless other express payment terms have been agreed, the seller is authorised to collect the purchase price from the buyer by direct debit. The buyer hereby authorises the seller to collect the purchase price by direct debit. Agreements to the contrary must be made in writing.
7 RESERVATION OF TITLE
The seller retains title to the goods until all claims of the seller against the buyer arising from the business relationship, including future claims arising from contracts concluded at the same time or later, have been settled. The retention of title shall also extend to the recognised balance, insofar as claims against the contractual partner are posted in a current account. (current account reservation)
In the event of material breach of contract, in particular default in payment, TPS Elektronik GmbH shall be entitled to take back the delivered goods. The buyer is obliged to surrender the goods. Taking back a delivered item does not constitute cancellation of the contract unless TPS Elektronik GmbH has expressly declared this in writing. In the event that the item delivered by TPS Elektronik GmbH is seized, TPS Elektronik GmbH must be informed immediately and the party carrying out the seizure must be notified so that legal action can be taken in accordance with § 771 of the German Code of Civil Procedure (ZPO).
The customer shall store the goods subject to retention of title with due commercial care for TPS Elektronik GmbH and insure them adequately against fire, water, theft and other liability risks at the customer’s expense. The customer hereby assigns his claims from the insurance contracts to TPS Elektronik GmbH. TPS Elektronik GmbH accepts the assignment.
If the purchase price is paid by the buyer by bill of exchange or cheque, this shall only constitute a claim of the seller under the bill of exchange or cheque. The retention of title as well as the claims arising from the delivery of goods or the claims arising from extended retention of title shall only expire when the bill of exchange or cheque has been paid by the Buyer as drawee.
The purchaser is authorised to resell the goods subject to retention of title in the ordinary course of business. He hereby assigns to TPS Elektronik GmbH all claims arising from the resale against customers or third parties, irrespective of whether the delivery item has been resold with or without an agreement. TPS Elektronik GmbH hereby accepts the assignment.
If goods subject to retention of title are sold unprocessed or after processing in combination with items that are the exclusive property of the Buyer, the Buyer hereby assigns the claim arising from the resale in full to the Seller. If goods subject to retention of title are sold by the Buyer after processing/combination together with goods not belonging to the Seller, the Buyer hereby assigns the claims arising from the resale in the amount of the value of the goods subject to retention of title with all ancillary rights and priority over the rest. The seller accepts the assignment.
The buyer is authorised to collect this claim even after assignment. The seller’s authorisation to collect the claim himself remains unaffected by this. However, the seller undertakes not to collect the claim as long as the buyer fulfils his payment and other obligations. The seller may demand that the buyer informs him of the assigned claims and their debtors, provides all information necessary for collection and hands over the associated documents, in particular the customer orders, the order confirmation copies, the invoice copies, and that the buyer informs his debtors of the assignment to TPS Elektronik GmbH.
The processing or transformation of reserved goods is always carried out by the buyer on behalf of the seller. If the goods subject to retention of title are processed with items in the sole ownership of the buyer or with items for which there is no extended retention of title, the seller shall be entitled to sole ownership of the new item. If the reserved goods are processed with other items not belonging to the seller, the seller shall be entitled to co-ownership of the new item in the ratio of the value of the reserved goods to the other processed items at the time of processing.
If the value of the existing securities exceeds the claims to be secured by more than 15%, the seller shall be obliged to release them at the buyer’s request.
8 PLACE OF FULFILMENT AND JURISDICTION
The place of fulfilment for payment and delivery for both contractual partners is Mönchengladbach. The place of jurisdiction is Mönchengladbach. Should different terms and conditions indicate different places of jurisdiction, Mönchengladbach is hereby agreed as the place of jurisdiction.
9 FINAL PROVISION
The legal invalidity of individual provisions shall not affect the binding nature of the remainder of the contract. An invalid provision shall be replaced by a valid provision that comes as close as possible to the invalid provision. With the announcement of these terms and conditions, all previous terms and conditions lose their validity.
10 WEBSHOP
10A Scope of application
These General Terms and Conditions (GTC) apply to all deliveries from TPS Elektronik GmbH (hereinafter referred to as TPS) to consumers.
A consumer is any natural person who concludes a legal transaction for a purpose that cannot be attributed primarily to their commercial or independent professional activity.
10B Contractual partner
The purchase contract is concluded with TPS Elektronik GmbH, Managing Director: Dipl. Ingenieur Zhiyi Li , Senefelderstr. 8, 41066 Mönchengladbach, Commercial Register: Mönchengladbach Local Court, HRB 6392.
10C Conclusion of contract
The presentation of the products in the online shop does not constitute a legally binding offer, but only an invitation to place an order.
By clicking on the [Buy/Order at cost] button, you place a binding order for the goods listed on the order page. Your purchase contract is concluded when we accept your order by sending you an order confirmation by e-mail immediately after receiving your order.
Right of cancellation
If you are a consumer (i.e. a natural person who places the order for a purpose that cannot be attributed to your commercial or independent professional activity), you have a right of cancellation in accordance with the statutory provisions.
If you exercise your right of cancellation as a consumer in accordance with section 4.1, you must bear the regular costs of returning the goods.
In all other respects, the provisions set out in detail in the following apply to the right of cancellation
Cancellation policy¹
You have the right to cancel this contract within fourteen days without giving any reason.
The cancellation period is fourteen days from the day on which you or a third party named by you, who is not the carrier, have taken possession of the goods.
To exercise your right of cancellation, you must inform us [TPS Elektronik GmbH, Senefelderstr. 8, 41066 Mönchengladbach, Tel. +49 (0) 2161 49526-0, office@tps-elektronik.com] of your decision to cancel this contract by a clear statement (e.g. a letter sent by post or e-mail). You can use the attached sample cancellation form, but this is not mandatory. You can also fill in and send the sample cancellation form or another clear declaration electronically on our website (insert Internet address). If you make use of this option, we will immediately send you a confirmation of receipt of such a cancellation (e.g. by e-mail).
To meet the cancellation deadline, it is sufficient for you to send your notification of exercising your right of cancellation before the cancellation period expires.
Consequences of cancellation
If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees for this repayment. We may withhold the refund until we have received the goods back or until you have provided proof that you have returned the goods, whichever is the earliest.
You must return or hand over the goods to us or to (insert the name and address of the person authorised by you to receive the goods) immediately and in any case within fourteen days at the latest from the day on which you inform us of the cancellation of this contract. The deadline is met if you dispatch the goods before the period of fourteen days has expired.
You bear the direct costs of returning the goods.
You only have to pay for any loss in value of the goods if this loss in value is due to handling of the goods that is not necessary for checking their condition, properties and functionality.
End of the cancellation policy –
(¹ This cancellation policy applies from 28.05.2022. It does not apply to the separate delivery of goods).