1 General / Scope of application

(1) The following terms of delivery and payment shall apply exclusively - even if no reference is made to them in individual cases - with immediate effect for all deliveries by T&O Electronic Solutions GmbH.

(2) Third-party terms and conditions are hereby expressly rejected, in particular the agreements on the place of jurisdiction and place of fulfilment submitted in third-party purchase contract offers; purchase contract offers are only accepted on our terms and conditions. The following terms and conditions and the order confirmation shall be deemed to have been recognised - if they are not objected to within 5 working days - at the latest, however, by acceptance of the delivery.

(3) All telegraphic, telephone or verbal agreements deviating from the following terms and conditions shall only apply if they have been confirmed in writing. All offers are subject to prior sale.

(4) These General Terms and Conditions shall only apply in relation to entrepreneurs, merchants, legal entities under public law or special funds under public law.

2. Offer, acceptance

(1) As a rule, we prepare an offer for our customers on the basis of the information available at the time. Our customers can accept these offers informally. This creates a binding individual contract. If the order contains provisions that deviate from our offer, this order constitutes a new offer within the meaning of § 145 BGB. We are then entitled to accept or reject the order within a period of ten working days from receipt. This also creates a binding individual contract. In the event of contradictory terms and conditions in the offer and order, the law shall apply in cases of doubt.

3. Delivery

(1) Our deliveries are always subject to the timely and proper fulfilment of the customer's obligations. We reserve the defence of non-performance of the contract.

(2) Deliveries are subject to our own supply of purchased parts after timely ordering. If the agreed delivery deadlines cannot be met due to force majeure such as war, strike or similar or due to supply bottlenecks beyond our control, these shall be extended appropriately without the customer being able to assert any claims against us as a result.

(3) In the event of default of acceptance or other attributable breaches of the customer's obligations to co-operate, we shall be entitled to compensation for the resulting damage, including any additional expenses.

(4) The delivery periods shall commence on the date of the order confirmation. In the event of non-compliance with delivery dates, the customer shall not be entitled to claim damages, to make a covering purchase or to withdraw from the contract. The right of the customer to withdraw from the contract after the fruitless expiry of a reasonable grace period of at least 4 weeks set for the supplier remains unaffected.

(5) Partial deliveries are permissible in all parts. Each partial delivery shall be deemed a separate transaction and shall not affect the unfulfilled part of the order.

(6) Call-off orders are orders for which the quantity and date of the individual part deliveries have not yet been determined at the time the order is placed. Unless otherwise agreed, call-off orders must be accepted within 12 months of the order being placed, whereby the individual call-off may not fall below a quantity specified by T&O Electronic Solutions GmbH.

(7) Consumers may return the goods received without giving reasons within two weeks by returning the goods. The period begins at the earliest with receipt of this instruction in text form (e.g. as a letter, fax, e-mail), but not before receipt of the goods by the recipient (in the case of recurring deliveries of similar goods not before receipt of the first partial delivery) and also not before fulfilment of our information obligations in accordance with § 312c para. 2 BGB in conjunction with § 1 para. 1, 2 and 4 BGB-InfoV and our obligations in accordance with § 312e para. 1 sentence 1 BGB in conjunction with § 3 BGB-InfoV. Timely despatch of the goods or the request to return the goods shall be sufficient to meet the deadline. In any case, the goods shall be returned at the expense and risk of T&O Electronic Solutions GmbH. The return or the request to take back the goods must be sent to:

T&O Electronic Solutions GmbH
Tiefenbachstr. 5
83734 Hausham

If the customer requests a return, the goods will be collected from the customer. Consequences of return In the event of an effective return, the services received by both parties must be returned and any benefits derived (e.g. advantages of use) surrendered. If you are unable to return the goods received in whole or in part or only in a deteriorated condition, you may have to compensate us for the value. This does not apply if the deterioration of the goods is exclusively due to their inspection - as would have been possible for you in a shop, for example. In addition, you can avoid the obligation to pay compensation for any deterioration caused by the intended use of the goods by not using the goods as if they were your property and by refraining from doing anything that could impair their value. Obligations to reimburse payments must be fulfilled within 30 days. The period begins for you with the dispatch of the goods or the request to take them back, for us with the receipt.

4. Dispatch and transfer of risk

(1) Shipping shall be carried out at the best discretion of T&O Electronic Solutions GmbH, but without any guarantee for the cheapest transport and to the exclusion of any liability. Dispatch shall be at the risk of the recipient. The goods shall be dispatched in the best possible and customary packaging. Transport and breakage insurance shall only be taken out at the express request of the customer. Shipping and delivery costs shall be borne by the customer.

(2) Express shipments are always sent carriage forward

(3) If, at the customer's request, the goods are to be dispatched at a later date than the possible dispatch date, T&O Electronic Solutions GmbH shall be entitled to invoice the customer for the costs of storage, starting one month after notification of readiness for dispatch, at a flat rate of 0.5% of the order value for each month, subject to other evidence. One month after notification of readiness for dispatch, T&O Electronic Solutions GmbH shall alternatively be entitled to request the customer to accept the goods and, in the event of non-acceptance, to dispose of the goods elsewhere. The customer shall then be supplied after a reasonably extended period.

5. Prices and payment

(1) Our prices are ex works (EXW in accordance with ICC INCOTERMS 2010) and do not include the respective statutory value added tax and the costs for packaging, unless expressly agreed otherwise in writing. Unless otherwise agreed, our offer prices are valid for one year from the start of the series delivery (if necessary also with special release). We shall renegotiate prices with our customer for subsequent deliveries, taking into account developments in world market prices, in particular in the semiconductor industry, as well as labour and material costs.

(2) Prices are subject to change and are quoted ex warehouse of T&O Electronic Solutions GmbH. If costs (customs duties, EC duties and anti-dumping or countervailing duties, taxes, passenger and transport costs, etc.) or currency changes occur between the date of conclusion of the contract and the date of fulfilment of the contract, or if new public duties or taxes are introduced, we shall be entitled to increase the prices appropriately.

(3) Unless otherwise agreed, the invoice amount shall be payable without deduction 14 days after the invoice date, regardless of any complaints. Discounts or rebates cannot be granted. Payments shall only be deemed to have been made on the day on which T&O Electronic Solutions GmbH can dispose of the invoice amount. Withholding of payments or offsetting by the purchaser with any counterclaims shall not be permitted unless these counterclaims have been recognised by the supplier or established by a court of law. Payments to employees or travellers are not permitted.

(4) T&O Electronic Solutions GmbH shall also be entitled to offset such claims as its affiliated companies, in particular its parent companies, sister companies and subsidiaries, may have against the purchaser, including, to the extent permitted by law, against such claims as the companies affiliated with the purchaser may have against T&O Electronic Solutions. On request, T&O Electronic Solutions GmbH shall specify the companies affiliated with it.

(5) In the event of default in payment, interest on arrears shall be payable at a rate of 9% above the discount rate for bills of exchange of the state central bank responsible for the head office of T&O Electronic Solutions GmbH, subject to the assertion of further damages. Default in payment shall occur when T&O Electronic Solutions GmbH's claim falls due, without the need for a reminder.
T&O Electronic Solutions GmbH shall not be obliged to make any further deliveries under any current contract before payment of invoice amounts due, including default interest. If the purchaser is in default with the payment of an invoice, all its liabilities shall become due immediately, even for delivery dates agreed at a later date, and T&O Electronic Solutions GmbH may demand cash payment / advance payment for the deliveries still outstanding, with the term of payment being cancelled.

6. Retention of title

(1) T&O Electronic Solutions GmbH shall retain title to all goods supplied by it (goods subject to retention of title) until all its claims arising from the business relationship have been paid, even if the purchase price for specially designated claims has been paid.

(2) Treatment and processing shall take place to the exclusion of the acquisition of ownership in accordance with § 950 BGB, without obligating T&O Electronic Solutions GmbH. In the event of processing with other goods not belonging to us, we shall be entitled to co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other processed goods at the time of processing.

(3) The customer's claims arising from the resale of the reserved goods are hereby assigned to us, regardless of whether the reserved goods are resold in a modified or unmodified condition or whether they are resold to one or more customers. The customer is only authorised to resell the goods subject to retention of title with the proviso that the corresponding purchase price claim from the resale is transferred to us. He is not authorised to dispose of the reserved goods in any other way. (e.g. pledging, transfer by way of security). The customer is authorised to collect the claims arising from the resale until revoked. At our request, he is obliged to provide information about all claims assigned in accordance with this clause, in particular to provide a list of the debtors with name and address, amount of the claim and date of invoicing. At our request, the Buyer shall be obliged to inform its customers of the assignment and to provide us with the information required to assert our rights against its customers and to hand over the necessary documents.

(4) The purchaser must also allow us to inspect its books and invoices for this purpose. T&O Electronic Solutions GmbH shall be authorised to collect the assigned claims. It shall have the right to notify the purchaser's debtor.

(5) In the case of current accounts, the retained title shall be deemed security for the outstanding balance. The Buyer shall be obliged to notify us immediately of any seizure by third parties of the goods delivered subject to retention of title by sending us a seizure report and an affidavit confirming the identity of the seized item with the delivered goods. Intervention costs shall in any case be borne by the buyer.

(6) If the value of the securities existing for us exceeds our claims by more than 20%, we shall be obliged to release securities of our choice to this extent at the request of the customer

(7) In the event of non-fulfilment of the purchaser's payment obligations, T&O Electronic Solutions GmbH shall be entitled to remove our goods at any time on the basis of the reservation of title, even without a court judgement, in order to secure our claims. The purchaser shall irrevocably authorise T&O Electronic Solutions GmbH or an authorised representative to enter the premises where our goods are located in order to secure them. Until the goods are handed over, the purchaser must store the goods owned or co-owned by T&O Electronic Solutions GmbH separately from other goods on our behalf, label them as the property (co-ownership) of T&O Electronic Solutions GmbH, refrain from disposing of them in any way and provide us with a list of our property (co-ownership). We shall be entitled to sell the goods by private treaty or have them auctioned off without prior notice. The goods subject to retention of title shall be taken back at the proceeds realised, but at most at the agreed delivery prices.

(8) Further claims for damages, in particular loss of profit, remain reserved.

(9) The Buyer is obliged to insure the goods against the risk of fire and theft and to provide us with evidence of the conclusion of the insurance policy on request. All claims against the insurer arising from this contract with regard to the goods delivered subject to retention of title shall be deemed to have been assigned to T&O Electronic Solutions GmbH.

7. Defects, complaints, warranty, repairs

(1) The goods must be inspected immediately upon arrival at the place of destination, even if samples were sent, and treated with the care of a prudent businessman. No complaints can be asserted later than 8 days after receipt of the goods which could have been detected in the course of a random inspection, also with regard to electrical design and technical usability.

(2) The supplier's warranty obligation shall be cancelled if a notice of defects is not made in good time or if the goods are tampered with or handled incorrectly or negligently.

(3) Cancellation of the contract, free repair, reduction of the price or delivery of defect-free goods upon return of the delivered goods shall be at our discretion. They do not release the customer from his obligation to pay. Any direct or indirect damage caused by defects shall not be compensated. Dismantled parts are excluded from exchange.

(4) Only the purchaser as the first buyer is entitled to warranty claims. The fulfilment of warranty claims does not extend the warranty period. Any warranty claims shall expire 12 months after receipt of the goods by the customer. Remaining stock (sales) or special offers are excluded from the warranty. Defects in a part of the delivery cannot lead to a complaint about the entire delivery or to the cancellation of orders already placed. Goods that are the subject of a complaint must be sent to us immediately, carriage paid, stating the complaint and our invoice number. The customer shall grant the supplier a reasonable period of time to rectify the defects.

(5) If the submission of a cost estimate is requested for repairs to be paid for, this must be expressly stated. The costs for the estimate shall be reimbursed. Shipping and packaging costs shall be borne by the Buyer.

(6) If, in the event of goods being returned for the purpose of a complaint, it transpires that the complaint was unjustified, T&O Electronic Solutions GmbH shall be entitled to charge not only the costs of despatch but also a reasonable fee for inspecting the goods.

8. Place of fulfilment and jurisdiction

(1) The place of fulfilment for all claims arising from the contractual relationship is 83734 Hausham. The place of jurisdiction for all rights and obligations, including those arising from cheques, is Munich. This also applies to those who are liable for obligations of the customer. However, we are also entitled, at our discretion, to bring legal action at the defendant's place of jurisdiction. German law shall apply; foreign law is excluded.

9. Export control provisions

(1) The delivered goods are subject to German export regulations. In the event of export from the Federal Republic of Germany, the Buyer shall apply for the necessary documents from the competent authorities. The buyer is responsible for compliance with these export control regulations up to the end user.

10. Operating and assembly instructions

The customer undertakes to observe any operating and assembly instructions supplied with the goods and also to draw the attention of any third-party purchasers to them. Complete or partial non-compliance may lead to a complete loss of the purchaser's rights; this does not apply to any claims for damages pursuant to § 7.

11. Copyright

The customer is not entitled to reproduce or copy catalogue content from T&O Electronic Solutions GmbH, in particular technical drawings and photographs, for its own advertising purposes or for other purposes without the express written permission of T&O Electronic Solutions GmbH. The customer may not make offers and other business documents accessible to third parties.

12. Supplementary provisions

(1) The General Terms and Conditions of Delivery for Products and Services of the Electrical Industry shall apply in addition, unless otherwise stipulated in these Terms and Conditions. The invalidity of individual provisions shall not affect the validity of the remaining provisions.

Hausham, 01.01.2025