General terms and conditions

For all deliveries and services, the “General Terms and Conditions of Delivery of the VDMA” in their latest version apply exclusively. In addition, our following sales and delivery conditions apply.

§1

Applicability of Conditions

The deliveries, services, and offers of Topp Förder- & Profilsysteme GmbH are exclusively based on these terms and conditions. These also apply to all future business relationships, even if they are not expressly agreed upon again. At the latest, these conditions are deemed accepted upon receipt of the goods or services. Counter-confirmations by the buyer referring to their business or purchasing conditions are hereby expressly rejected. Deviations from these terms and conditions are only effective if confirmed in writing by the seller.

§2

Offer and Conclusion of Contract

The offers of Topp Förder- & Profilsysteme GmbH are non-binding and subject to change. Declarations of acceptance and all orders require written or telegraphic confirmation by Topp Förder- & Profilsysteme GmbH to be legally effective. The same applies to supplements, amendments, or collateral agreements. Drawings, illustrations, dimensions, weights, or other performance data are only binding if expressly agreed upon in writing.

§3

Prices

The prices stated in the order confirmation of Topp Förder- & Profilsysteme GmbH plus the applicable statutory VAT are decisive. Additional deliveries and services will be charged separately. Shipping is at the customer’s expense and risk from a location determined by us, generally from Menden. We do not assume liability for the cheapest shipping. Transport insurance is only taken out at the customer’s instruction and expense. Delivery is ex-works. Packaging costs are 2% of the goods’ value.

§4

Delivery and Performance Time

The dates and deadlines stated by Topp Förder- & Profilsysteme GmbH are non-binding unless expressly agreed otherwise in writing. Delivery and performance delays due to force majeure and events that significantly hinder or make delivery impossible for Topp Förder- & Profilsysteme GmbH, including subsequent material procurement difficulties, operational disruptions, strikes, lockouts, staff shortages, lack of transport means, official orders, etc., even if they occur at the seller’s supplier or their sub-suppliers, are not the responsibility of Topp Förder- & Profilsysteme GmbH, even for bindingly agreed deadlines and dates. They entitle Topp Förder- & Profilsysteme GmbH to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part concerning the unfulfilled part. If the hindrance lasts longer than 3 months, the buyer is entitled to withdraw from the contract concerning the unfulfilled part after setting a reasonable grace period.

Claims for damages due to delay by the buyer are excluded unless the delay is due to at least gross negligence by Topp Förder- & Profilsysteme GmbH. Topp Förder- & Profilsysteme GmbH is entitled to partial deliveries and partial services at any time.

§5

Transfer of Risk

The risk passes to the buyer as soon as the shipment is handed over to the person carrying out the transport or has left the seller’s warehouse for dispatch. If dispatch becomes impossible without the seller’s fault, the risk passes to the buyer upon notification of readiness for dispatch.

§6

Complaints, Defect Notifications, and Warranty

Any complaints about incomplete or incorrect delivery or notifications of obvious defects must be made in writing immediately, but no later than within 7 days of receipt of the goods; the receipt of the defect notification by us is decisive. Other defects must be reported in writing immediately after discovery. Warranty claims are excluded if complaints or defect notifications are not made in time. The warranty period is 12 months from the transfer of risk. There is expressly no warranty for wear and tear due to use or improper use. If defects are reported to Topp Förder- & Profilsysteme GmbH and warranty claims are made, the buyer grants Topp Förder- & Profilsysteme GmbH a right to rectification. The defective part or device must be returned to the seller for repair or rectification. In coordination with Topp Förder- & Profilsysteme GmbH, the buyer may keep the defective part or device ready, and a service technician from Topp Förder- & Profilsysteme GmbH will be sent to the buyer to rectify the defect or carry out repairs. If the buyer requests warranty work to be carried out at a location specified by them, Topp Förder- & Profilsysteme GmbH may comply with this request, whereby parts covered by the warranty will not be charged, while working hours and travel costs will be charged at the seller’s standard rates. If rectification fails after a reasonable period, the buyer may demand a reduction in payment or rescission of the contract at their discretion. The warranty expires if the delivered item is modified by third parties or by installing parts of foreign origin unless the defect is not causally related to the modification. It also expires if installation and handling instructions are not followed. The warranty also does not cover defects resulting from design errors or the choice of unsuitable materials if the customer prescribed the design or material despite our prior notice. Warranty periods are not extended or renewed by repair or replacement delivery. Warranty claims against the seller are only available to the immediate buyer and are not transferable.

§7

Limitation of Liability

Claims for damages due to impossibility of performance, positive breach of obligation, fault at the conclusion of the contract, and tort are excluded against the seller and their vicarious agents unless intentional or grossly negligent conduct is present. Liability for indirect damages, consequential damages, or losses (e.g., loss of use, production downtime, capital costs, or costs associated with business interruption) is also excluded, as are claims for damages due to delivery delays. Otherwise, liability, regardless of the legal basis, is limited to the order value. Claims under product liability law remain unaffected. The above exclusion or limitation of liability does not apply to damages resulting from intent or gross negligence (including damages or negligence caused by representatives of Topp Förder- & Profilsysteme GmbH), as well as in cases of culpable breach of an essential contractual obligation, in cases of injury to life, body, or health, and when a guarantee is assumed and to the extent that the Product Liability Act applies. Claims for damages for the loss of stored data are excluded if this damage would not have occurred with proper data backup unless the customer was not properly instructed in data backup by Topp Förder- & Profilsysteme GmbH.

§8

Retention of Title

The delivered goods remain our property until full payment of all past and future claims within the business relationship. If the (co-) ownership of Topp Förder- & Profilsysteme GmbH is extinguished by combination, it is already agreed that the (co-) ownership of the buyer in the uniform item is transferred to Topp Förder- & Profilsysteme GmbH proportionally (invoice value). The buyer safeguards the (co-) ownership of Topp Förder- & Profilsysteme GmbH free of charge. The buyer is entitled to process and sell this reserved goods in the ordinary course of business as long as they are not in default. Pledges or transfers by way of security are not permitted. The claims arising from the resale or any other legal reason (insurance, tort) concerning the reserved goods (including all balance claims from current accounts) are already now assigned to the seller in full for security purposes. The seller revocably authorizes them to collect the claims assigned to the seller for their account in their name. This collection authorization can only be revoked if the buyer does not properly fulfill their payment obligations.

In the event of third-party access to the reserved goods, the buyer will point out the seller’s ownership and notify them immediately. Topp Förder- & Profilsysteme GmbH is entitled to demand the return of the goods belonging to them at any time if the customer is in default of payment or their financial situation deteriorates significantly. If this right is exercised, it does not constitute a withdrawal from the contract unless expressly declared. The application for the opening of insolvency proceedings entitles the seller to withdraw from the contract and demand the immediate return of the delivery item.

§9

Payment

Invoices from Topp Förder- & Profilsysteme GmbH are payable immediately upon invoicing without deduction. Topp Förder- & Profilsysteme GmbH is entitled, despite contrary provisions of the buyer, to credit payments first to their older debts. If costs and interest have already been incurred, the seller is entitled to credit payments first to the costs, then to the interest, and finally to the main performance. A payment is otherwise only deemed to have been made when the seller can dispose of the amount. In the case of check payment, payment is only deemed to have been made when the check has been credited to the account of Topp Förder- & Profilsysteme GmbH. If the customer is in default, Topp Förder- & Profilsysteme GmbH is entitled to charge interest from the relevant date at the rate charged by commercial banks for open current account credits plus statutory VAT, but at least 12% p.a. In addition, Topp Förder- & Profilsysteme GmbH is entitled to make all claims from the business relationship due immediately; this also applies to deferrals or acceptance of bills of exchange or checks. Under the same conditions, advance payments or security deposits can be demanded for all ongoing transactions. The buyer is only entitled to offset, retain, or reduce payments if counterclaims have been legally established or are undisputed.

Our minimum order value is €30.00. If this value is not reached, we charge a small quantity surcharge of €10.00.

§10

Design Changes

Topp Förder- & Profilsysteme GmbH expressly reserves the right to make design changes at any time; however, they are not obliged to make such changes to products already delivered.

§11

Confidentiality

Unless expressly agreed otherwise in writing, the information submitted to the seller in connection with the order is not considered confidential.

§12

Jurisdiction and Applicable Law

These terms and conditions and the entire legal relationships between the seller and the buyer are governed by the law of the Federal Republic of Germany. To the extent permitted by law, Menden (Sauerland) is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. Should any provision in these terms and conditions or any provision within the framework of other agreements be or become invalid, the validity of all other provisions or agreements shall not be affected.

§13

Data Storage

To the extent that personal data is stored or otherwise processed, we will comply with the requirements of data protection laws. The customer’s data will be stored to the extent necessary to fulfill the order, considering the provisions of data protection laws, and transmitted to the respective carrier or the agents entrusted by us with processing the order for the purpose of contract fulfillment. We will comply with the customer’s instructions and take the necessary technical and organizational measures to secure the data against misuse. The customer data (address and order data) will be stored in our IT system.

§14

Final Provisions

Collateral agreements require written form.

Menden, January 1, 2017

Topp Förder- & Profilsysteme GmbH

Carl-Schmöle-Str. 22

58706 Menden

Managing Directors: Dipl.-Ing. Andreas Topp, Dipl.-Wirt.-Ing. Markus Topp