These Business Terms shall apply exclusively to all business transacted between TOKO and its commercial contractual partners. Any terms of the contractual partner shall not be recognized. Said terms shall be non-binding even if they have not been expressly objected to.
The content of the contract concluded by the parties shall apply. Any spoken agreements, supplements or amendments must be confirmed in writing by TOKO in order to be valid.
Delivery dates and terms are non-binding.
Within four weeks after a missed delivery date or period for delivery, the contractual partner may demand in writing that TOKO deliver within an appropriate period of time.
After this grace period has passed without result, the contractual partner shall have the right to withdraw from the contract by means of written declaration.
In the case of circumstances for which TOKO is not responsible, e. g. act of God, accident, fire, storm, strike, etc., the delivery date shall be reasonably extended; damage compensation claims for delayed delivery shall be precluded, unless TOKO has caused the damage intentionally or through gross negligence.
The prices are to be understood as ex works if no other agreements have been made.
Changes in price shall be permissible if more than four months have passed between contract conclusion and the agreed delivery date and there are increases in costs. Within this context, TOKO may effect an appropriate price change. This shall also apply for a change to the statutory value-added tax.
If as a result the price should increase by more than 4 percent, the contractual partner may withdraw from the contract by means of a written declaration issued within two weeks from the date communication was received from TOKO regarding the change in price.
Installations on the premises of the contractual partner are the concern of the contractual partner and must be arranged and paid for by the contractual partner.
The contractual partner must arrange at his own expense for the suitable presence of the operationally necessary installations for power supply and data transmission that comply with current professional standards.
The contractual partner shall also be responsible for proper installation of the supplied software.
Installation, training and consultations to instruct the contractual partner and his employees shall not be included in the scope of delivery by TOKO. These services shall take place only additionally on the basis of an agreement and shall be billed separately.
Agreed dates are binding and must be observed. Invoicing by TOKO shall be on a time and material basis; the hours worked, plus travel time and expenses, shall be billed.
The agreed amount for deliveries and services rendered by TOKO shall be due for payment upon handover of the object or completion, at the latest eight days after receipt of a written notice that the goods are ready or the issuance or sending of the invoice.
If the invoiced amount is paid within eight days of the invoice date, the contractual partner shall be granted a 2 percent discount; otherwise, the invoice must be paid in full within 30 days of invoicing. Invoices for services and spare or replacement parts must be paid in full within 14 days of invoicing.
All delivered objects shall remain the property of TOKO until the agreed price has been paid in full. This retention of title shall also be applied to all demands that TOKO has in relation to the contractual partner in connection with the entire contract and arising from other business transactions.
TOKO shall warrant the faultlessness of its deliveries and services for the duration of one year from delivery of the objects or rendering of service.
Within this time, the contractual partner has a claim to the rectification of defects (supplementary performance).
The claim of the contractual partner shall initially be restricted to the demand for supplemental performance.
Any supplemental performance must immediately be carried out according to the technical requirements. If the subsequent improvement is unsuccessful, in particular if the defect cannot be rectified or other attempts at supplemental performance are unreasonable for the contractual partner, the contractual partner may withdraw from the contract or reduce the compensation. A claim to a replacement delivery shall not exist.
Warranty obligations shall not exist if the defect or damage has resulted from the contractual partner not reporting a defect or not allowing it to be documented or not immediately allowing supplemental performance, despite the demand to do so, or the contractual partner handled the objects improperly or overused them, in particular if any direct interventions have been undertaken by the contractual partner.
No warranty exists for the purchase of used goods.
Place of performance for payment and services shall be Erbach im Odenwald, Germany.
The legal venue shall be Michelstadt, Germany if the contractual partner is a merchant who has been entered as such in the commercial register, a legal entity under public law, or a special fund under public law, or has, after contract conclusion, moved his domicile or place of habitual abode abroad, or if his domicile or habitual abode is unknown at the point in time a legal action is filed.