Terms and Conditions

I. Offer and Order

Article 1
Any offers made will be conditional. Any orders and subsidiary agreements will require written confirmation.

Article 2
Any TDT brochures, illustrations, data and the like will, in principle, be binding in approximate form only. Any reasonable amendments shall, in principle, not give rise to any complaints or withdrawal from the Contract.

Article 3
Subject matter of the Contract is the delivery of telecommunications components/services and, if agreed upon, their maintenance up to a complete network service. In view of the scope and type of the first installation and commissioning at the Customer's premises, the respective confirmation of order/agreement shall be decisive.
Any extensions or adaptations of the standard software in our devices made after the date of the confirmation of order and arising from system functions at the Customer's or from amendments of the regulations for the use of the public data networks (e. g. CCITT Recommendations and Postal/PTT rules) shall not be subject matter of our performance and shall require separate agreements from case to case.

Article 4
All prices shall be understood to be net ex works and will not be binding for any subsequent orders. In case of considerable changes of the calculation basis, we shall be entitled to adequately adapt our prices.
For repair orders, the expenditure of work required for the assessment of defects (cost estimate) shall be paid for, even though no repair order is placed. Unless any order is placed within one (1) month from the date of a cost estimate, the device will be returned to the Customer in unrepaired, dismantled condition, and the expenditure of work will be charged for.

Article 5
Any cost estimates, drawings, samples, drafts and any other documents must neither be used for different purposes nor be revealed to any third parties. In view of the property rights of any third party, any orders based on any drawings, sketches and other information handed over will be executed at the Customer's risk. Any infringements of third-party rights shall be the Customer's responsibility.


II. Delivery and Passing of Risks

Article 6
Unless otherwise specifically agreed upon, any delivery dates specified shall not be binding. Part shipments effected by us shall be acceptable. In case of the occurrence of any unexpected event, we shall be entitled to distribute our delivery over several Customers.

Article 7
We shall be authorized to ship the goods to the Customer's account and at its own risk. We shall be entitled to take out a transport insurance to the Customer's account, unless the latter expressly points out that it will take out its own insurance.

Article 8
The risks shall be passed to the Customer upon the dispatch of the goods, even though we still have taken over any other services such as transport and/or installation. If the dispatch is delayed due to any circumstances the Customer is responsible for, the risks shall be passed to the Customer from the day of readiness for dispatch. Any storage of goods belonging to the Customer shall be at its risk.

Article 9
The terms of payment shall depend on the conditions stipulated in the offers, order confirmations and written agreements.
For new Customers, payment shall always be effected to the Customer's choice, either in advance or on a COD basis. Customers that we already have some business relations with will be supplied against invoice, provided they are creditworthy. However, we reserve the right to effect shipment only against payment in advance or on a COD basis any time, particularly if the Customer is delayed in the payment of one of our invoices, or if we are in doubt about its creditworthiness.

Article 10
The Customer shall only be entitled to offset its receivables against our receivables if they are undeniable and valid. Also, The Customer shall only be entitled to refusal of performance or withdrawal on the basis of its undeniable and valid receivables which must originate from the same legal relationship which our receivables result from.

Article 11
If we accept any drafts or cheques for payment we shall be entitles to charge for the costs resulting thereof. We shall not be liable for any presentation in due time, protest against, notification and return of a draft in case of dishonouring.

Article 12
If the Customer gets delayed with a payment we shall, regardless of any other rights, be entitled to refuse the performance of our obligations from the entire business relation with the Customer until such delay in payment has been eliminated, or to withdraw from the Contract after granting an adequate respite.
In the event of such delay, we shall be entitled to charge for interest amounting to eight (8) per cent above the respective base rate.


III. Reservation of Ownership

Article 13
We reserve the ownership of the objects supplied or installed, respectively, until all our receivables have been entirely paid.

Article 14
We shall be entitled to insure the reserved goods against theft, breakage as well as against water and other damages at the Customer's expenses, unless the Customer has provably taken out its own corresponding insurance.

Article 15
The Customer shall be entitled to process and resell the reserved goods, provided that this will take place within the course of proper business. It shall not be allowed to pawn the reserved goods or transfer ownership of them as a security on a debt.

Article 16
The Customer shall now already assign to us as security all receivables it is entitled to in connection with the resale (extended reservation of ownership). Despite this, the Customer shall be entitled and obliged to collect the receivables from such resale, unless we revoke such authorization. The Customer shall undertake to inform us upon our first request from whom it has to collect any debts from the resale of the reserved goods we have delivered. The Customer shall undertake to hand us all documents required to enable us to assert the receivables assigned to us.

Article 17
If the Customer processes the reserved goods with any other goods which are not our property we shall acquire co-ownership of the new item to the amount of the invoice value of the reserved goods.

Article 18
If a Customer gets delayed in payment, or if it breaches its contractual duties in any other way, we shall be entitled to take back the reserved goods and to defer any agreed services, even though we do not withdraw from the Contract.

Article 19
If the value of all above-mentioned liens exceeds the amount of all secured receivables by more than twenty per cent (20 %), we shall release the liens associated with the exceeding extent. Such release shall take place automatically without the need of any request to do so. What is always released are those reserved goods or receivables which are dated back farthest.


IV. Warranty

Article 20
For any defects and for lack of the contractual quality of items delivered or of services rendered, which must be notified to us by the Customer in writing immediately after they have been detected, and which are based on a circumstance which occurred before the passing of risks, we shall exclusively guarantee to our discretion to either retouch such items at our works in Essenbach or to send from our works in Essenbach replacement items or spare parts which are free of defects. The warranty period shall commence upon the passing of the risks and shall expire after twenty four (24) months, regardless of the operating period of the equipment. The Customer shall only be entitled to cancel the Contract or to reduce payment if the replacement or retouching work is no longer possible in individual cases, is not effected despite the written request of the Customer, or if repeated retouching work has come to nothing. Any other claims of the Customer regarding defects or lack of the contractual quality, especially claims for replacement due to consequential damages shall be ruled out.

Article 21
Our warranty obligation shall be void if the items delivered or the services rendered are modified, improperly treated, worked on or processed, unless such working on or processing is done in accordance with the technical guidelines we have specified. Proper treatment implies the required observance of the installation, operating and maintenance instructions by the Customer and the Customer's proof of such observance. Moreover, any defects or damage resulting from natural wear will be excluded from our warranty.

Article 22
If we are obliged to do any retouching work, and if any parts of our performance which have nothing to do with a defect of our product must be replaced within the scope of such retouching work (costs incurring anyway), we shall be entitled to make such retouching work conditional on the Customer's paying some contribution amount.


V. Liability

Article 23
The Customer shall not be entitled to raise any claims against us for damage which are not referred to the delivery object/the service itself, such as claims for damage of recorded data and for other consequential damages. We shall only be liable in so far as intent or gross negligence is concerned. Incidentally, liability for claims for damage shall be ruled out.

Article 24
So far as we are liable to compensation, any of our Customers' claims for damage raised against us shall be restricted to the contract value of our performance.

Article 25
The contractual relationship is fully subject to the German Law, with the Convention on the International Sale of Goods (CISG) being excluded. The place of jurisdiction and performance for any deliveries and services shall be Landshut in Bavaria, Germany.

Article 26
These General Terms of Business for Commercial Trading shall also be applicable even though individual Articles thereof are ineffective. The place of an ineffective provision shall logically be taken by such provision which is closest to what we would have stipulated in the Contract with our Customer if we had known such ineffective provision.


VI. Taking Back WEEE (Waste Electrical and Electronic Equipment)

Article 27
The user shall be obliged to properly dispose of the equipment according to Article 10, Section 2, sentence 3, of the Electrical and Electronic Equipment Act, or ElektroG


Latest revision: January 2005