General Terms and Conditions (GTC)

I. Scope of these Terms and Conditions
These General Terms and Conditions of Sale and Delivery apply to all contracts, deliveries, and other services between Technoboxx GmbH (also referred to as “Seller” or “Contractor”) and its customers (also referred to as “Buyer” or “Client”). This also applies to future transactions, excluding any conflicting terms and conditions of the customer. Any deviations, changes, and collateral agreements always require written confirmation by the contractor. Separately concluded contracts take precedence over these General Terms and Conditions of Sale and Delivery. The conditions are deemed accepted at the latest upon receipt of the goods or services.

II. Scope of Services
The services offered by Technoboxx GmbH are subject to change regarding delivery time and quantity and merely represent a delivery option. The order sent by the customer constitutes an offer, which can be accepted by Technoboxx GmbH within 4 weeks. The order confirmation is decisive for the content of the contract. The documents accompanying the offer, such as drawings and illustrations, are only approximately authoritative unless expressly designated as binding. Technoboxx GmbH reserves the right to change the contractual items specified in the order confirmation regarding material, design, and construction, provided this does not result in a detrimental quality of the contractual items. This is especially true if the change becomes necessary due to legal or regulatory changes. The additional costs resulting from this change are to be borne by the customer. The customer is also obliged to inform the contractor immediately upon becoming aware of such changes. Consultancy services and technical information are voluntary services and are subject to exclusion of liability. Even if corresponding consulting services have become necessary for the dimensioning of contractual items, they do not release the customer from the obligation to check the suitability of the offered contractual items for the intended purpose and to determine their suitability themselves.

All ownership and copyright rights to the offer, order confirmation, and all documents belong exclusively to Technoboxx GmbH; the offer and documents may only be used for the purpose of performing the contract. Passing on to third parties or duplication is not permitted.
All ancillary work such as earthwork, masonry, plastering, painting, and assembly work are not included in the offer unless they are separately listed with quantity and price. If they are carried out by the contractor, they are to be remunerated separately. The customer is responsible for obtaining the necessary permits for installations to be installed by the contractor in the operation, unless they are already available. If Technoboxx GmbH assists the customer in obtaining the permit, the costs incurred for this must be reimbursed separately and appropriately.

III. Delivery and Execution Deadlines
The obligation to adhere to agreed delivery or execution deadlines is subject to the following conditions:

1. All information to be provided by the customer has been received by the contractor, reviewed, and confirmed by them. In particular: a. Approvals (import/export/building) b. Drawings c. Approvals
2. All parts to be provided by the customer, if applicable, are delivered and/or are already in the possession of the contractor within the agreed deadlines, in terms of quality and quantity.
3. All agreed security services from the payment conditions have been provided by the customer. If some or all of these conditions are not or only partially fulfilled, the delivery time or execution period, including the lead time for commencing the work, will be extended accordingly. The additional costs incurred due to the delivery or execution delay are to be borne by the customer, especially storage costs, rental costs for external equipment such as: • Excavators • Lifts • Cranes • Power generators • etc. Unforeseen events beyond the control of Technoboxx GmbH extend the delivery time or execution period, including lead times for commencing the work, appropriately. This includes, among others: wars, pandemics, natural disasters, as well as all other unforeseeable events beyond the control of Technoboxx GmbH. This also includes procurement risks. The delivery time or execution period is also extended appropriately if the materials or parts necessary for the production of the contractual items are not delivered on time without the fault of Technoboxx GmbH.

Technoboxx GmbH also reserves the right to withhold the agreed contractual items if there are still obligations of the customer towards Technoboxx GmbH from this or a previous contract. The retention will be announced by Technoboxx GmbH in writing in good time and has the consequence that the delivery obligation of Technoboxx GmbH towards the customer is suspended until the outstanding claims are fully settled.

If Technoboxx GmbH is in default because a binding delivery date was agreed, the customer is entitled to claim a lump-sum compensation (which does not constitute a contractual penalty). This lump-sum compensation amounts to 0.3% of the net price for each full week of delay, but max. 5% of the net price of the contractual items. If partial deliveries are made, the compensation is only calculated for the part not yet delivered. If the intended use of the contractual items contained in the partial delivery is not possible because it is a complete system, the lump-sum compensation of 0.3% for each full week continues to be calculated from the net price. Other claims for damages such as substitute performances, loss of profit or turnover, standstill costs, production shutdown costs, and loss of use are expressly excluded. The claim for damages must be reported in writing to Technoboxx GmbH within the first six months after the delivery should have taken place. If the customer does not report the claim for damages in writing within this period, the claim is forfeited in its entirety.

IV. Prices and Payment Conditions
Unless otherwise agreed, prices from quotations are net prices ex works plus the value-added tax applicable at the time the tax liability arises, excluding packaging, shipping, customs, and other fees. If delivery is part of the contract and the destination is abroad (so-called export deliveries), the customer is obliged to provide the documents necessary for the reimbursement of VAT within 14 days. Otherwise, they are liable for the VAT. The prices do not include any other services unless explicitly offered with item and price. If assembly is offered and is interrupted or repeated for reasons not attributable to the contractor, the customer is responsible for the resulting additional costs. Additional services performed by the contractor at the request of the client are always remunerated appropriately, but at least at the agreed unit prices. For services provided more than 4 months after the conclusion of the contract, the contractor is entitled to invoice any wage and/or material price increases occurring after the submission of the offer with a reasonable surcharge (up to a maximum of 5%).

For assembly, repair, and service work, the following applies: The seller charges travel expenses, per diems, and working hours including the usual surcharges for overtime, night work, Sunday, and holiday work; preparation, travel, waiting, and travel time are counted as working time. For the use of the troubleshooting service by the client, an additional organizational fee is invoiced. If the installation or commissioning is delayed without the fault of the contractor, the client bears all costs for waiting time and additional necessary trips. If total services are offered, the prices apply only on the condition that all services are commissioned and that the contractor can carry out their services (delivery, assembly, and commissioning) without interruption.

The customer is in default if they do not pay agreed payments by their due date. In this case, Technoboxx GmbH is entitled to claim default interest of 8%. The right to assert further claims for damages remains unaffected.

The customer remains entitled to prove that the contractor has not incurred any or significantly less damage due to the payment default. In case of the customer’s payment default, all outstanding, including not yet due or deferred claims become due for immediate payment. The contractor is not obligated to provide any further services until full payment has been made. In case of the customer’s payment default, the rights according to § 326 of the German Civil Code (BGB) can be asserted for all contracts, even those where no default exists. If circumstances become known to the contractor after the conclusion of the contract, casting doubt on the customer’s ability to fulfill their obligations under the contract, the contractor is entitled to demand immediate payment for the services and deliveries already provided or, in the event of non-payment, the return of the delivered items, as well as advance payments or security for items still to be delivered and services to be provided. Invoicing takes place simultaneously with delivery. Unless otherwise agreed, the payment term is 7 days. Payment within the next 7 days is made without deductions. Legal proceedings will be initiated without a reminder after default.
The customer can only set off such claims or assert a right of retention that are undisputed, legally established, or acknowledged by Technoboxx GmbH.

VI. Transfer of Risk
Unless otherwise agreed, deliveries from Technoboxx GmbH in sales contracts are ex works. Transport costs and risks as well as packaging costs are borne by the customer. If assembly is also carried out by the contractor, they bear the risk until acceptance. However, the risk passes to the customer before acceptance if they delay acceptance, if assembly is interrupted for reasons attributable to them, or if a system installed by the contractor is damaged or destroyed by force majeure or other circumstances beyond the contractor’s control before acceptance. In these cases, the seller is entitled to payment for the services rendered up to that point as well as compensation for any damages. It is the responsibility of the customer to insure against risks.

VII. Acceptance
Systems installed by the seller are to be accepted upon completion, even if the final adjustment has not yet been made. Systems are considered accepted once the trial operation has been successful. Furthermore, they are considered accepted when the customer puts them into use. If acceptance is delayed without fault of the contractor, acceptance is deemed to have occurred 12 working days after written notification of completion.

VIII. Warranty
The warranty period is 6 months for sales contracts. It is also 6 months for items purchased by the contractor within the scope of contracts for work and materials, wear parts, and electrical and mechanically moving parts (e.g., motors, pumps, fans, control devices, valves, etc.). Otherwise, the warranty period for contracts for works for buildings is 2 years, for work on a property, as well as parts of firing installations touched by fire, 1 year. The contractor’s warranty is excluded if any defects are attributable to improper operation or lack of regular maintenance of the system. The customer’s right to claim reduction or damages for non-performance presupposes that the contractor is in default in the execution of any defect rectification work. The right also requires that the contractor has been given a reasonable deadline with a threat of rejection. If goods delivered by the contractor are defective, they have the right to rectification or replacement delivery at their discretion. Parts to be exchanged must be returned to the contractor upon request. The amount of any damages liability is in any case limited to the agreed net contract price or net purchase price. Technoboxx GmbH is not liable for damages not caused to the delivered item itself; in particular, it is not liable for lost profits or other financial losses of the customer. This does not apply if the cause of the damage is intentional or grossly negligent, or if it is a matter of damages according to §§ 463, 480 para. 2, 635 BGB.

IX. Termination
Termination of the contract by the customer always requires the setting of a reasonable deadline with a threat of rejection.

X. Retention of Title
The seller reserves ownership of all delivered items until receipt of all payments from the business relationship. In the event of the customer’s default on performance, particularly in case of default of payment, the contractor is entitled to take back and realize the delivered items. The customer hereby grants the contractor a corresponding right of removal. Retaking does not constitute withdrawal from the contract. Seizure of the delivery item always constitutes withdrawal from the contract. In the event of seizures or other interventions by third parties, the buyer must immediately notify the seller in writing so that the seller can bring an action pursuant to § 771 ZPO. To the extent the third party is not able to reimburse the seller for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the buyer shall be liable for the resulting shortfall. To the extent delivered items have become essential components of real property, the customer undertakes, in the event of non-compliance with the agreed payment deadlines, to allow the dismantling or removal of the equipment that can be removed without significant impairment of the structure. Furthermore, the customer undertakes to transfer ownership of these items back to the contractor. If the customer impairs these rights, they become liable for damages. Dismantling and other costs are borne by the customer. If delivered items are inseparably connected with another object, the customer transfers their co-ownership interest in the new object to the contractor to the extent that co-ownership is thereby created. The customer is entitled to dispose of the items delivered by the contractor in the ordinary course of business. The customer assigns to the contractor all claims arising from the disposal or installation of the delivered items to secure all claims from the business relationship. The contractor hereby accepts the assignment. The contractor is entitled at any time to disclose this assignment. Furthermore, they are entitled to demand information from the customer about which claims against which customers are covered by the assignment. The customer is obliged to insure the delivered items against all customary risks. They hereby assign their corresponding claims in the event of damage to the contractor. The contractor hereby accepts this assignment. If the value of the security provided exceeds the total claim of the contractor from the business relationship by more than 20%, they are willing, at the request of the customer, to release or retransfer the excess. The choice of securities to be released lies with the contractor.

XI. Parts and Effectiveness
The invalidity or nullity of individual provisions or parts thereof shall not affect the validity of the remaining provisions. Rather, what the parties would have agreed if they had known of the invalidity or nullity shall apply.

XII. Place of Performance and Jurisdiction
The place of performance is Bottrop. In all disputes arising from the contractual relationship, if they involve contracts of full merchants and legal entities under public law, the action must be brought before the court that is competent for the headquarters of Technoboxx GmbH. This also applies to bills of exchange and check claims arising from the business relationship without regard to the place of payment. German law applies; the provisions of the Uniform UN Sales Law do not apply.

Technoboxx GmbH Gohrweide 25 46238 Bottrop