General Terms & Conditions
The General Terms and Conditions set forth below apply to all deliveries and services of TX Marine Messsysteme GmbH, hereinafter referred to as TXMARINE. Even without explicit opposition by TXMARINE, Customer’s terms and conditions of contract and purchase will not become part of the contract even in the case of delivery. Granting of software licenses will be subject to TXMARINE’s License Agreement, which then shall apply in addition to the General Terms and Conditions.
- Conclusion of Contract
Our offers are subject to confirmation and non-binding. All orders placed by the Customer must be in writing. Orders will be accepted by TXMARINE in writing or by delivery. Any agreements deviating from the terms and conditions set forth herein shall only be valid upon written confirmation by TXMARINE.
- Delivery and Delay of Delivery
Any dates for delivery forwarded by TXMARINE to the Customer or agreed upon with the Customer shall be considered approximate dates only and shall only be considered as binding upon prior confirmation in writing by TXMARINE. Even if delivery dates have been previously agreed upon as binding, TXMARINE shall not be responsible for delays of delivery as a result of Force Majeure due to changes in permitting procedures or the legal situation, strike, operations breakdown, Act of God, any events relevant to or pertaining to procurement of materials, even if they occur at subcontractors of TXMARINE. In such cases, delivery periods will be tacitly extended by a reasonable period of time necessary to eliminate hindrances and their consequential effects. TXMARINE shall be entitled to partial deliveries. As far as reasonable, the Customer shall accept such partial deliveries.
Any claims for damages by the Customer due to delay of delivery are excluded, unless they were caused by intent or gross negligence on the part of TXMARINE.
- Shipment/Passing of Risk
The goods are shipped ex stock of TXMARINE. The risk of accidental loss or accidental damages will in all cases pass to the Customer as soon as the shipping goods were handed over to the carrier. The same applies to deliveries free destination. In the event of delayed shipment for reasons for which the Customer is responsible, risk shall be transferred to the Customer at the point in time when he is informed that the goods are ready for shipment.
- Payment Terms
All deliveries and services will be invoiced at the prices of TXMARINE ruling on the date of conclusion of the contract. Prices specified are ex stock of TXMARINE. Prices do not include packaging and shipping costs or Value Added Tax (VAT) at the prevailing rate. TXMARINE reserves the right to adjust prices to reflect market prices at any time and without prior notice. This also applies to framework call-off contracts.
If no terms of payment are specified in the order, all payments shall be due 8 days from the date of the invoice without deduction. In case of delayed payment on the part of the Customer, TXMARINE shall be entitled to charge interest on outstanding payments of at least 8 % over the prevailing rate of discount of the Deutsche Bundesbank. If the Customer fails to make payment as provided for in this Clause, all Customer’s related accounts receivable of TXMARINE will be due for immediate settlement. The same applies in the event of significant deterioration of Customer’s assets and of payment that the Customer suspends. TXMARINE is not obliged to accept payment by cheques or drafts. If accepted, this payment shall constitute settlement of the account.
Charges for withdrawal and discounting as well as taxes on drafts shall be for Customer’s account. TXMARINE shall be entitled to require advance payment for shipments.
For services bought from third parties, the payment will be done after the customer of TXMARINE accepts these Services completely and there are no complaints.
- Reservation of Ownership
TXMARINE reserves ownership of all goods delivered to the Customer until final and complete payment has been made. The same applies to any future accounts receivable arising from the business relationship with the Customer. If the value of securities exceeds the value of accounts receivable to be secured by more than 20 %, reservation of ownership will be released at the Customer’s request in written form which is to be determined by both parties.
The Customer is entitled to resell the goods subject to reservation of ownership complying with the rules for transactions in the ordinary course of business. The Customer may neither pledge goods subject to reservation of ownership nor assign ownership of such goods as security. TXMARINE is to be notified immediately of any dispositions by third parties, including in particular any intended pawnings and cessions, and all documents required for intervention must be submitted without delay. Exercising the rights under reservation of ownership or claiming restitution are not considered to constitute a withdrawal from the contract.
The Customer hereby already assigns to TXMARINE all accounts receivable resulting from reselling the goods subject to reservation of ownership. The Customer is entitled to collect these receivables, until TXMARINE revokes this right. On demand of TXMARINE the Customer must disclose the assigned accounts receivable and their debtors. TXMARINE is entitled to disclose the cession to the debtors of the customer.
Treatment or processing of goods delivered by TXMARINE will be carried out on behalf of TXMARINE. TXMARINE will acquire ownership to the resultant product in the amount of the current value of the goods subject to reservation of ownership at the time of treatment or processing.
In case of integration with other items that are not supplied by TXMARINE, TXMARINE shall acquire co-ownership of the new product in the proportion of the value of the goods under reservation of ownership to the other processed items at the time of processing.
In the event of delay of payment by the Customer, TXMARINE shall be entitled to collect all respective goods under reservation of ownership which are still at the Customer’s disposal. The same applies in the event of significant deterioration of Customer’s assets and of payment that the Customer suspends. The Customer must permit access to his premises by authorized employees of TXMARINE during office hours and without prior announcement.
It is the sole responsibility of each Customer or reseller to decide, whether goods purchased from TXMARINE will run on a computer system intended for use with these goods. The warranty period is 12 months from the date of delivery to the Customer. The Customer is obliged to immediately inspect the delivered goods as to their quantity and quality upon delivery. Notice of apparent defects must be given in writing to TXMARINE within 8 days from delivery or, in case of hidden defects, upon detection. Otherwise, any claims of the Customer are excluded. In case of justified claims, TXMARINE shall replace defective products or rectify defects at TXMARINE’s option within the scope of the manufacturer’s warranty.
Moreover, TXMARINE shall be entitled to limit warranty to the assignment of its own warranty claims against manufacturers, suppliers and authors. Should TXMARINE fail to rectify the defects, the Customer shall set a reasonable grace period of at least 14 days for rendering performance in complete.
A possible resignation of the customer or the third party from the contract with the TXMARINE is not possible. In the case of any defects, the purchaser or the third party has to report the defect under detailed error description, giving a reasonable period of time – at least 14 days – to rectify the defect to TXMARINE.
Warranty claims attributable to interventions in the delivered item on the part of the Customer or third parties shall be excluded. The costs for unjustified or incomplete return shipments shall be at the expense of the Customer. For such return shipments, TXMARINE, at its option, shall be entitled to either charge a fee of € 50.00 or settle this amount specifically.
- Rights of copyright, exploitation and use
In the case of all development services, design or research studies etc. that are mimicked, specified and paid for by TXMARINE all copyright, usage and exploitation rights are transferred to TXMARINE. Self-use of the results by the contractor is prohibited and permitted only with the written consent of TXMARINE. TXMARINE has the sole rights to it. The contractor / supplier shall receive the previously agreed remuneration, unless otherwise agreed and the contractor / supplier has performed the tasks assigned professionally and properly, has been accepted by TXMARINE and this has been confirmed by TXMARINE.
Any claims for compensation, especially for indirect and consequential damages, against TXMARINE and its vicarious agents and employees, irrespective of the legal grounds, are excluded. This does not apply in cases of mandatory liability for damages arising from intent and gross negligence, and for the lack of guaranteed properties. However, in any case, compensation shall be limited to the amount of the order value.
- Rules of Embargo
The Customer is aware that the products delivered by TXMARINE are partly subject to bans of export and he will commit himself to adhering to restrictions indicated by TXMARINE.
- Minimum Salary
The TX Marine Messsysteme GmbH comply with the minimum limits as required by the MiLoG and performs evidence in this regards.
The TX Marine Messsysteme GmbH is not liable for contractors who fail to comply with the requirements of the MiLoG and reserves the right to install themselves with any claims by third parties the contractor to pay compensation.
- Cession of Claims
The customer is not permitted to assign or transfer rights and obligations arising from the contract.
- Cancellation of orders by the purchaser
If a purchaser cancels his order, for whatever reason, TXMARINE reserves the right to demand compensation fee of 30% of the contract volume as liquidated damages by the purchaser. The purchaser agrees to its compensation claim immediately and waiving all rights of any exceptions or limitations upon first request to afford to TXMARINE.
- Anti-corruption clause
The TXMARINE undertakes to counter all forms of corruption.
The TXMARINE GmbH or their employees, may not provide offer, grant or promise the purchaser or its employees or third parties any gifts, payments or other advantages.
The TXMARINE or their employees may not commit to the Purchaser or its employees or third parties any malfeasance or abetting about which fall under §§ 298,299,333,334 StGB or under §§ 17,18 UWG the relevant criminal legislation.
The purchaser is also obliged to counter all forms of corruption and has to take care that its employees or third parties behave lawfully and in particular do not commit offenses that fall under the corresponding criminal provisions under §§ 298,299,333,334 StGB or §§ 17.18 UWG.
The TXMARINE is entitled to infringements of the purchaser or its employees or third parties under the applicable anti-corruption laws, notwithstanding any other denunciation or withdrawal rights to terminate all existing with the customer contractual relationships extraordinarily without notice or to withdraw from this contractual relationship with immediate effect.
The purchaser is obliged to indemnify the TX Marine Messsysteme GmbH all the resulting measurement and even damage incurred, unless the customer cannot prove that he is not responsible for the breach of duty.
The above provisions do not apply, provided they are in the gift or gifts to social custom gift consisting of occasional gifts of small value, such as low-value promotional gifts, birthday, anniversary and Christmas presents reasonable value or reasonable hospitality.
- Confidentiality / Privacy / Data Storage
The purchaser is obliged to keep all information’s confidential which has been or has become accessible to him in connection with the deliveries of TXMARINE, which are recognizable business secrets. The purchase does not record this information, pass it unauthorized on to third parties, in any way, unless the fulfillment of the contract with the TXMARINE requires this.
TXMARINE stores and processes the data of its customers according to the requirements of the legal regulations and the BDSG. TXMARINE treats these data strictly confidential.
- Invalidity of a Clause
Should any of the provisions set forth in these General Terms and Conditions prove for any reason to be invalid, ineffective, or unworkable, this shall not affect the validity of the other provisions. In such cases, the invalid provision shall be replaced with a valid provision that comes as close to the economic purpose of the invalid provision as possible.
- Place of Performance, Place of Jurisdiction, Applicable Law
The place of performance and jurisdiction is Pinneberg, Germany.
The laws of the Federal Republic of Germany shall apply with the exception of the Uniform Law on the International Sale of Goods and the UN Convention on Contracts for the International Sale of Goods (CISG).
The legally binding version of this License Agreement is solely the German version. Only this German version is decisive for the content of this License Agreement and the rights and duties arising from it. Versions in other languages are non-binding translations which are merely for information purposes.
- Requirement of Written Form
Any changes to the foregoing provisions are subject to the requirement of written form.