General Terms and Conditions
of TTO Thermotechnik d.o.o., Lukeži 17, 51218 Dražice, Croatia
(Effective as of January 2020)
Section 1 Validity
(1) All deliveries of goods, services and offers of TTO Thermotechnik d.o.o. (hereinafter referred to as “TTO”) – regardless of whether TTO manufactures the goods itself or purchases from suppliers – shall be effected exclusively on the basis of these General Terms and Conditions hereinafter (“GTC). These form an integral part of all contracts concluded by TTO with its contracting parties (hereinafter “the client”) regarding the deliveries of goods or services offered by TTO. They shall also apply to all future deliveries of goods, services or offers provided to the client, even if they are not separately agreed again.
The General Terms and Conditions apply in the version valid at the time the client order is placed or at least in the version last communicated in text form as on call agreement also for future contracts of the same type, without TTO having to refer to them again in each individual case unless otherwise agreed. TTO exclusively supplies merchants and companies in the sense of § 14 BGB.
(2) General terms and conditions apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the client or third parties do not apply, even if TTO does not expressly contradict their validity in individual cases. Even if TTO refers to a letter, which contains general terms and conditions of the client or of a third party, or refers to such general terms and conditions, this shall not imply acquiescence to the applicability of those general terms and conditions.
(3) In individual cases, individual agreements made with the client (including side agreements, additions and changes) always take precedence over these terms and conditions. Subject to evidence to the contrary, a written contract or our written confirmation is decisive for the content of such agreements. Except for managing directors, authorized officers or persons expressly authorized to do so, TTO employees are not authorized to make individual agreements with the client.
(4) Legally relevant declarations and notifications by the client in relation to the contract (e.g. setting a deadline, notification of claims, withdrawal or reduction) are in writing, i.e. to be submitted in writing or text form (e.g. letter, email, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declarant, remain unaffected.
(5) References to the validity of legal regulations are only of clarifying importance. Therefore, even without such a clarification, the statutory provisions apply, unless they are directly modified or expressly excluded in these terms and conditions.
Section 2 Offer and conclusion of contract
(1) All TTO offers are subject to confirmation and non-binding unless they are expressly marked as binding or contain a specific acceptance period. The customer’s order is considered a binding contract offer. Orders can be accepted by TTO in writing within fourteen (14) days of receipt by TTO. In any case, the conclusion of the contract requires a written order confirmation by TTO.
(2) Information provided by TTO on the subject of the delivery or service (e.g. weights and dimensions) and the depictions of the same (e.g. drawings and figures) are only approximate unless the usability for the contractually intended purpose requires an exact agreement. They are not guaranteed quality features, but descriptions or identifications of the delivery or service. This also applies if TTO has given the client catalogues, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents – also in electronic form.
Commercially deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the
replacement of components with equivalent parts are permitted, provided they do not impair the usability for the contractually intended purpose
(3) In the case of OEM products, the customer is in any case obliged to take the corresponding stocks of finished and semi-finished products and components from TTO in the event of changes to the previous product specification at the request of the customer and in the event of the termination of the cooperation with TTO. TTO carries out the preliminary storage in accordance with the annual plan figures communicated in advance by the client or based on the previous year’s purchase quantities of the client, insofar as no plan figures for the current year were communicated by the client.
(4) TTO reserves all possibly existing proprietary rights as well as industrial property rights (in particular patent and registered design rights, and copyright) in all offers and estimates of cost issued by it as well as in the drawings, illustrations, calculations, brochures, catalogues, models,
samples, tools and other documents and auxiliary means provided to the client. Without the express consent of TTO, the client must neither make these items as such or with regard to their contents available to third parties, nor publish them, nor use or reproduce them itself or through third parties.
The client must return these items, at the request of TTO, in full to the latter and destroy any copies made, if they are no longer required by the client in the proper course of business, if negotiations do not result in the conclusion of a contract or the business relationship as a whole is terminated.
Section 3 Prices and payment
(1) The prices shall apply to the scope of service and supply indicated in the confirmations of order. Additional or special services shall be charged separately. Unless otherwise agreed in writing in individual cases, the prices quoted shall be in Euros ex works plus packaging, statutory value-added tax, and customs duties as well as fees and other public charges in the case of export deliveries.
(2) If the agreed prices are based on list prices of TTO and the delivery is to be executed more than four months after the conclusion of the contract, the list prices of TTO at the time of delivery shall apply (in each case less an agreed percentage or fixed discount).
(3) Invoice amounts are due within thirty (30) days from the date of invoice and delivery and are to be paid without any deduction, unless otherwise agreed in writing. Decisive for the date of the payment is the receipt at TTO, unless the client is not responsible for a late receipt of payment. Unfortunately, checks cannot be accepted. If the client does not pay by the due date, interest of 9% p.a. on the basic interest rate of the German Bundesbank is to be paid on the outstanding amounts from the due date on; this shall not affect the right to claim higher interest and further damages in the event of delay.
(4) The setting-off with counterclaims by the client or the retention of payments due to such claims shall only be permissible if the counterclaims are not contested or have been determined by a final judgement. In the event of defects in the delivery, the buyer’s counter-rights remain unaffected, in particular in accordance with § 8 of these terms and conditions.
(5) TTO is entitled at any time, even in the context of an ongoing business relationship, to make a delivery in whole or in part only against prepayment. The TTO declares a corresponding reservation at the latest with the order confirmation. TTO can withdraw from the contract if the client does not provide the corresponding security or the corresponding payments within a reasonable period.
If it becomes apparent after the conclusion of the contract (e.g. through an application to open insolvency proceedings) that TTO’s claim to the purchase price is endangered due to the client’s inefficiency, TTO is obliged to refuse performance and – if necessary after setting a deadline – entitled to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of unacceptable items (single-made products), TTO can immediately declare the withdrawal; the statutory regulations on the dispensability of setting deadlines remain unaffected.
Section 4 Delivery and delivery period
(1) The delivery time is agreed individually or specified by TTO when accepting the order. If shipment has been agreed, delivery times and delivery dates refer to the time of handover to the forwarder, carrier or other third party commissioned with the transport.
(2) If TTO is unable to meet binding delivery deadlines for reasons for which TTO is not responsible (unavailability of the service), TTO will inform the client immediately and at the same time notify the expected new delivery deadline. A case of the unavailability of the service is particularly in the case of force majeure (e.g. disruption of the operation or the supply of energy and raw materials to the company due to severe weather, natural disasters, government measures, government decisions, confiscations, blockades, war or other military conflicts, mobilization , civil unrest, terrorist attacks, strike, lockout and other unrest at work). The same applies to disruptions during transport. If the service is not available within the new delivery period, TTO is entitled to withdraw from the contract in whole or in part; any consideration already paid by the client will be reimbursed to TTO immediately. The case of non-availability of the service in this sense is in particular the late delivery by our supplier if TTO has concluded a congruent hedging transaction, neither TTO nor its supplier is at fault or TTO is not obliged to procure it in individual cases.
(3) Without prejudice to its rights resulting from the customer’s default, the TTO can request the customer to extend delivery and service deadlines or to postpone delivery and service dates by the period in which the customer has fulfilled its contractual obligations towards TTO does not comply
(4) The occurrence of the delay in delivery by TTO is determined in accordance with the statutory provisions. In any case, a reminder from the client is required. If TTO is in default of delivery, the customer can demand a flat-rate compensation for his damage caused by delay. The flat rate for damages is 0.5% of the net price (delivery value) for each completed calendar week of delay, but in total no more than 5% of the delivery value of the goods delivered late. TTO reserves the right to prove that the client has suffered no damage or only significantly less damage than the above flat rate.
(5) The rights of the client according to Section 8 of these General Terms and Conditions and the legal rights of TTO, especially if the performance obligation is excluded (e.g. due to the impossibility or unreasonableness of the performance and / or supplementary performance), remain unaffected.
(6) If TTO defaults on delivery or performance or if it is unable to effect delivery or performance, for whatever reason, TTO’s liability shall be limited to damages in accordance with Section 8 of these General Terms and Conditions.
Section 5 Place of performance, shipping, packaging, passing of the risk, acceptance
(1) The delivery takes place ex works of the TTO (Dražice, Croatia), where the place of performance for the delivery and any subsequent performance is. At the request and expense of the customer, the goods will be dispatched to another destination (dispatch purchase). Unless otherwise agreed, TTO is entitled to determine the type of shipment itself (in particular transport company, shipping route, packaging).
(2) The risk of accidental loss and accidental deterioration shall pass to the client at the latest on handover of the delivery item. In the case of a mail order purchase, however, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delays, passes to the customer upon delivery of the goods to the freight forwarder, the carrier or third parties otherwise appointed for carrying out the shipment (with the start of the loading process determining this).This applies even if partial deliveries are made or TTO has undertaken on other services (e.g. shipping). If the dispatch or delivery is delayed due to a circumstance caused by the client, the risk passes to the client from the date that the delivery item is ready for dispatch and TTO has notified the client of this. If acceptance has been agreed, this is decisive for the transfer of risk. The statutory provisions of the contract of trade contract law apply accordingly to an agreed acceptance in addition. The handover or acceptance is the same if the client is in default of acceptance.
(3) TTO is entitled to make partial deliveries if the partial delivery can be used by the client within the scope of the contractual purpose, the delivery of the remaining ordered goods is ensured and the client does not incur any significant additional work or costs as a result (unless TTO agrees to assume these costs). Partial deliveries can be invoiced immediately.
(4) If the customer gets in delay of acceptance, fails to cooperate or TTO’s delivery is delayed for other reasons for which the customer is responsible, TTO is entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs).
Proof of higher damage and the legal claims of TTO (in particular compensation for additional expenses, reasonable compensation, termination) remain unaffected; however, the flat rate is to be offset against further monetary claims. The client is entitled to provide evidence that TTO has suffered no or only significantly less damage than the above flat rate.
Section 6 Customer stock
(1) The client may separately agree with TTO that they continually hold a certain stock of individual goods ready (customer’s stock). The stockpiling then takes place at the expense and risk of the TTO. The customer is obliged to take the goods held ready for him in the customer’s stock immediately after the termination of the business relationship at the current prices of TTO. In this case, the risk passes to the client from the day on which the delivery item is ready for dispatch and TTO has notified the client of this.
(2) Storage costs after transfer of risk are borne by the client. In the case of storage by TTO, the storage costs amount to one (1)% of the invoice amount of the delivery items to be stored per past week. The right to assert and prove further or lower storage costs remains reserved.
Section 7 Return of goods
(1) The return of properly delivered goods will only be accepted voluntarily in exceptional cases and only:
- within three (3) months of the delivery date, and
- after the written approval of TTO has previously been obtained.
The goods are to be sent back to TTO’s facility at the expense of the client (“DAP Lukeži”). TTO is entitled to charge a processing fee of 20% of the invoice amount plus – in the case of carriage-paid delivery – the costs of the initial delivery. This shall not affect the right to make further reductions for depreciation. The client is free to prove that substantially lower or no depreciation at all has occurred.
(2) The voluntarily return of custom-made products is excluded.
Section 8 Warranty, material defects
(1) The warranty period for
- goods which have been used in accordance with their usual manner of use for a building and which have caused the defectiveness thereof is five (5) years,
- all other goods is one (1) year,
in each case as from the date of delivery. In the event of intent or gross negligence on the part of TTO, in the event of fraudulent concealment of a defect, in the event of personal injuries or defects of title as defined by Section 438 (1) (1a) of the Bürgerliches Gesetzbuch (BGB) [German Civil Code], and in the case of guarantees, the statutory warranty periods shall also apply to other delivered goods as defined in Section 8 (1 b)), likewise in the event of claims in pursuance of the Produkthaftungsgesetz [Product Liability Act].
In all cases, the statutory special regulations on the final delivery of the unprocessed goods to a consumer remain unaffected, even if the consumer has further processed them (supplier recourse according to §§ 478 BGB). Claims from supplier recourse are excluded if the defective goods by the client or another entrepreneur, e.g. was processed by incorporation in another product.
(2) The basis for the defects liability of TTO is the individual agreement about the condition of the goods in particular. All product descriptions that are subject of the individual contract or have been made public by TTO (particularly in catalogues or on the TTO website) are considered an agreement on the quality of the goods
(3) If the condition has not been agreed, it is to be judged according to the legal regulation whether there is a defect or not (§ 434 Abs. 1 S. 2 and 3 BGB). TTO assumes no liability for public statements by other manufacturers or other third parties (e.g. advertising statements).
(4) The customer’s claims for defects presuppose that he has complied with his statutory inspection and notification obligations (§§ 377, 381 HGB). The delivered goods are to be carefully examined immediately after delivery to the client or to the third party appointed by it. If the delivery is made by a transport company, the client is to check the consignment immediately upon receipt and to notify any damages or loss immediately in writing to the transport company (written note on CMR consignment note or delivery note) and report it to TTO.
(5) The customer’s claims for defects presuppose that he has complied with his statutory inspection and notification obligations (§§ 377, 381 HGB). The delivered goods are to be carefully examined immediately after delivery to the client or to the third party designated by him. If the delivery is made by a transport company, the customer must check the shipment immediately upon receipt and immediately report any damage or loss to the transport company in writing (written note on CMR consignment note or delivery note) and report it to TTO. If there is a defect in the delivery, the inspection or at any later point in time, the TTO must be notified of this immediately in writing, in a comprehensible manner and with visual documentation. In any case, obvious defects must be reported in writing within three (3) working days of delivery, and defects that are not apparent during the inspection must be reported within the same period of time from discovery. If the customer already recognizes the defect at an earlier point in time during normal use, this earlier point in time is decisive for the start of the notice period. If the buyer does not properly inspect and / or report defects, TTO’s liability for the defect that is not reported, or not reported on time or incorrectly, is excluded in accordance with the statutory provisions.
(6) The client will with due care whether a defect exists before asserting compensation claims.
Before asserting warranty claims, the customer will check with due care whether a defect is present.
The client must give TTO the time and opportunity necessary for the subsequent performance owed, in particular to send the rejected goods “DAP Lukezi” to TTO for inspection purposes. The actual existence of a defect is determined by a test report. In the case of a replacement delivery, the client must send the defective item back to TTO in accordance with the statutory provisions. The subsequent performance does not include the removal of the defective item or the reinstallation if TTO was not originally obliged to install it.
TTO bears or reimburses the expenses that are objectively necessary for the purpose of testing and supplementary performance, in particular appropriate transport, travel, laboratory and material costs, as well as any expansion and installation costs, in accordance with the statutory provisions if there is actually a defect. Objectively required are expenditures that a sensible and economically thinking client based on expert advice for a justifiable, i.e. appropriate and promising measure could and had to spend. Unnecessary high expenses have to be avoided.
TTO will only reimburse transport costs in the amount of the cheapest shipping route from the intended location of the delivered item to TTO in the European Union. If the delivered item is no longer in the territory of the European Union, no transport costs will be reimbursed.
(7) If an alleged defect is not covered by the supplementary performance obligation (apparent defect), the client may be charged for the expenses provided by TTO for verifying and remedying defects, at the latter’s applicable remuneration rates plus the incurred expenses, in particular inspection and transport cost, unless the lack of defectiveness was not recognizable to the client.
(8) In the event of material defects in the delivered items, TTO is obliged and entitled, at its option, which is to be taken within a reasonable period of time, to first make a substitute delivery (subsequent delivery) or to rectify defects. If this fails, i.e. this is impossible or unreasonable, the additional statutory warranty claims for defects are available to the client. TTO is entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the client is entitled to withhold a reasonable part of the purchase price in relation to the defect.
(9) If the subsequent performance has failed or a reasonable period of time to be set by the client for the subsequent performance has expired without success or is dispensable according to the statutory provisions, the client can withdraw from the contract or reduce the price. In a minor defect, however, there is no right of withdrawal.
(9) The client’s claims for damages or reimbursement of futile expenses, even in the case of defects, only exist in accordance with Section 10 and are otherwise excluded.
(10) In the event of defects in components from other manufacturers, which TTO cannot remedy for licensing or de facto reasons, TTO shall, at its option, assert its warranty claims against the manufacturers and suppliers for the account of the client, or shall assign said claims to the client. In the case of such defects, warranty claims against TTO shall only exist under the other conditions and in accordance with these General Terms and Conditions, if the extrajudicial enforcement of the aforementioned claims against the manufacturer and supplier has been unsuccessful or has no prospect of success, for example due to insolvency.
(11) The warranty shall lapse if the client alters the delivery item or has it altered by third parties without TTO’s consent, thereby making the remedying of defects impossible or unreasonably difficult. In every case, the client is to bear the additional costs of remedying the defects incurred as a result of the alteration.
(12) The warranty shall additionally lapse in the event of improper mounting (e.g. non-compliance with technical standards in the heating field), excessive usage, natural wear and tear, incorrect installation or use or environmental influences. This applies in particular to damage to seals due to the uncontrolled use of inhibitors or unchecked use of corrosion inhibitors. The same applies to the use of types of water which do not comply with the applicable DIN and VDI standards.
Section 9 Property rights
(1) TTO guarantees, in accordance with this Section 9, that the delivery item is free of industrial property rights or copyright of third parties. Each contracting party shall immediately notify the other contracting party in writing if claims are asserted against it due to the infringement of such rights.
(2) In the event that the delivery item infringes an industrial property right or copyright of a third party, TTO shall, at its option and at its own expense, modify or exchange the delivery item such that rights of third parties are no longer infringed, ensuring, however, that the delivery item continues to fulfil the contractually agreed functions, or the client is provided with a right to use said item by TTO concluding a licence contract. If it fails to do so within a reasonable period of time, the client is entitled to withdraw from the contract or to reduce the purchase price to a reasonable extent. Any claims for damages of the client shall be subject to the restrictions of Section 10 of these General Terms and Conditions.
(3) In the event of legal infringements by products made by other manufacturers delivered by TTO, TTO shall, at its option, assert its claims against the manufacturers and upstream suppliers for the account of the client, or assign said claims to the client. Claims against TTO shall only exist in these cases in accordance with this Section 9 if the extrajudicial enforcement of the aforementioned claims against the manufacturers and upstream suppliers has been unsuccessful or has no prospect of success, for example due to insolvency.
Section 10 Liability in other respects
(1) Unless otherwise stipulated in these terms and conditions, including the following provisions, TTO is liable for the violation of contractual and non-contractual obligations in accordance with the statutory provisions. TTO shall pay damages and reimburse expenses, in all cases of contractual and non-contractual liability, exclusively in accordance with the following regulations:
- in full in the case of intent, and also in the absence of an agreed quality for which TTO has given a guarantee;
- in the case of gross negligence only in the amount of the foreseeable typical damage which was to be prevented by the infringed obligation;
- in other cases: only as a result of the breach of a material contractual obligation (cardinal obligation), the fulfilment of which is essential to the proper performance of the contract and on compliance with which the client may routinely rely, if this jeopardizes the purpose of the contract, but only in the amount of the on the conclusion of the contract foreseeable damages which are typical for the contract. Material contractual obligations are, in particular, the obligation to deliver the delivery item in good time, the freedom of said delivery item from defects which adversely affect its functionality or fitness for purpose more than merely insignificantly, as well as duties to advise, protect and exercise proper care, which are intended to allow the client to use the delivery item in accordance with the contract, or which are intended to protect life or limb with respect to the client’s staff or to protect the client’s property from significant damage.
- in addition, if TTO is insured against the damage which has occurred, within the context of the insurance cover and subject to a condition precedent by the insurance payment.
(2) The limitations of liability in accordance with paragraph 1 shall not apply in the case of liability for personal injuries or in the case of liability in pursuance of the Product Liability Act.
(3) TTO is at liberty to use the defence of contributory fault.
(4) The client may only withdraw due to a breach of duty which does not consist of a defect in the delivered goods if TTO is responsible for this breach of duty. A free right of termination of the client (in particular according to §§ 650, 648 BGB) is excluded. In addition, the legal requirements and legal consequences apply.
(5) If TTO provides technical information or acts in an advisory capacity, and this information or advice does not form part of its contractually agreed scope of performance, this shall be provided free of charge and to the exclusion of any liability.
(6) The aforementioned regulations shall also apply in favour of bodies, legal representatives, employees, and other vicarious agents of TTO.
Section 11 Limitation
(1) The general limitation period for claims arising from material and legal defects is one year from delivery in deviation from Section 438 (1) No. 3 BGB. If acceptance has been agreed, the limitation period begins with the acceptance.
(2) However, if the goods are a building or a thing that has been used for a building in accordance with its normal use and has caused its defectiveness (building material), the limitation period is 5 years according to the legal regulation from delivery (§ 438 Paragraph 1 No. 2 BGB). Other statutory special regulations on the statute of limitations remain unaffected (in particular § 438 Paragraph 1 No. 1, Paragraph 3, §§ 444, 445b BGB).
(3) The above limitation periods of the sales law also apply to contractual and non-contractual claims for damages and reimbursement of expenses on the part of the customer, which are based on a defect in the goods, unless the application of the regular statutory limitation (§§ 195, 199 BGB ) would lead to a shorter limitation period in individual cases. Claims for damages by the buyer in accordance with However, § 10 Paragraph 1 a) to b) and § 10 Paragraph 2 as well as under the Product Liability Act expire exclusively after the statutory limitation periods.
Section 12 Retention of title
(1) The retention of title agreed below serves to secure all of TTO’s current and future claims against the client which, in each case, arise from the existing supply relationship between the contracting parties.
(2) The goods delivered by TTO to the client shall remain the property of TTO until such time as all of the secured claims have been paid in full. The goods as well as the goods substituting them in accordance with the following provisions and which are covered by the retention of title shall hereinafter be referred to as “reserved goods”.
(3) The client shall safely store the reserved goods free of charge for TTO. The client shall also be liable to TTO for the accidental loss of the reserved goods.
(4) The client is entitled to process and sell the reserved goods in the normal course of business until such time as the retention of title is enforced (paragraph 9). Pledges and chattel mortgages are not permitted.
(5) If the reserved goods are processed by the client, it is agreed that the processing is effected in the name of and for the account of TTO as the manufacturer as defined by Section 950 BGB, and TTO immediately acquires ownership or – if the processing is carried out using materials belonging to several owners or the value of the processed item is higher than the value of the reserved goods – co-ownership (ownership in fractional shares) of the newly created item at the ratio of the value of the reserved goods to the value of the newly created item. In the event that TTO is not to acquire any such ownership, the client here and now transfers its future ownership or co-ownership – at the aforementioned ratio – of the newly created item, for security, to TTO. If the reserved goods are combined or inextricably blended with other items to form one uniform item and if one of the other items is to be deemed to be the main item, TTO proportionally transfers, if the main item belongs to it, co-ownership of the uniform item at the ratio indicated in clause 1 to the client.
(6) In the event of the reserved goods being resold, the client here and now assigns, by way of security, the resulting claim against the acquirer – proportionately, in the event of TTO’s co-ownership of the reserved goods, in accordance with the co-ownership share – to TTO. The same applies to other claims, which substitute the reserved goods or which are otherwise created with respect to the reserved goods, such as e.g. insurance claims or claims arising from tort in the event of loss or destruction. TTO revocably empowers the client to collect the claims assigned to TTO in its own name. The in § 12 Abs. 4 S. 2 u. 3 mentioned obligations of the client apply also with regard to the assigned claims or transferred co-ownership shares. TTO revocably authorizes the client to collect the assigned claims in addition to TTO in its own name. TTO undertakes not to collect the claim as long as the client meets his payment obligations to TTO, there is no defect in his capacity and TTO does not exercise the retention of title by exercising a right pursuant to Paragraph 9 asserts. However, if this is the case, TTO can demand that the client notify TTO of the assigned claims and their debtors, provide all the information necessary for collection, hand over the associated documents and notify the debtors (third parties) of the assignment. In this case, TTO is also entitled to revoke the authority of the customer to resell and process the goods subject to retention of title.
(7) If third parties seize the reserved goods, in particular by means of a levy of attachment, the client shall immediately point out to said third parties that the reserved goods are owned by TTO and shall inform TTO of this, to enable the latter to enforce its proprietary rights. If the third party is unable to reimburse TTO for the judicial or extrajudicial costs incurred in connection with this, the client shall be liable to TTO for this.
(8) TTO shall release the reserved goods as well as the items or claims substituting them if the value thereof exceeds the amount of the secured claims by more than 10%. The selection of the items to be subsequently released lies with TTO.
(9) If TTO withdraws from the contract due to a breach of contract on the part of the client – in particular due to a default of payment – (enforcement case), TTO is entitled to withdraw from the contract in accordance with the statutory provisions and / or to demand the goods based on the retention of title. The request for demand does not include the declaration of withdrawal; Rather, TTO is only entitled to demand the goods out and to reserve the right to withdraw. If the client does not pay the purchase price due, TTO may only assert these rights if TTO has previously unsuccessfully set the client a reasonable deadline for payment or such a deadline can be dispensed with in accordance with the statutory provisions.
Section 13 Concluding provisions
(1) For these general terms and conditions and the contractual relationship between the TTO and the client, including the form of the formation of the contractual relationship and all rights and obligations arising from the contractual relationship, the law of the Federal Republic of Germany applies exclusively, excluding international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods. The mandatory provisions of Art. 9 Rome I Regulation and Art. 16 Rome II Regulation remain unaffected.
(2) The place of performance for all obligations from the contractual relationship is the registered office of TTO (Dražice, Croatia), unless otherwise stipulated in the individual contract or mandatory by law.
(3) If the buyer is a merchant in meaning of the Commercial Code, legal entity under public law or a special fund under public law, then the exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the business relationship between TTO and the client, is the Regional Court Munich (Landesgericht München) I or the general place of jurisdiction (seat ) of the client. However, the district court of Munich I is responsible for complaints against TTO. The same applies if the buyer is a company within the meaning of § 14 BGB. In all cases, however, TTO is also entitled to file suit at the place of fulfilment of the delivery obligation in accordance with these terms and conditions or a priority individual agreement. Priority statutory regulations, in particular regarding exclusive responsibilities, remain unaffected.
(4) Should individual provisions of these terms and conditions be or become ineffective, this does not affect the effectiveness of the other provisions.
(5) These General Terms and Conditions supersede all previous versions of the TTO General Terms and Conditions.