General Terms and Conditions
1. General Information
Our General Terms and Conditions apply exclusively; customer conditions different or added unfavourably for the toroma GmbH (the Contractor/toroma) will not apply even if we do not expressly contradict those conditions. Contractual agreements, ancillary agreements, additions and changes to the contract with toroma GmbH shall / must be made in writing. Orders only become binding on toroma GmbH through our written acceptance of the order.
2. Order(-ing)
An agreement is deemed to have been finalised with our written order confirmation. Written orders placed by the Purchaser are binding to him. Any agreements must be carried out in written form which are taken between the toroma GmbH and the client for the purpose of carrying out this contract. Contractual agreements, ancillary agreements, additions and changes to the contract with toroma GmbH shall be made in writing.
3. Offers
The offers of the Contractor (toroma GmbH), especially but not limited to design, prices and deadlines, shall be subject to confirmation and not binding unless expressly defined as “binding”.
4. Prices and Payment Terms
The catalog prices are net prices in Euro plus (German) VAT. Prices made by toroma GmbH will be without obligation and may be withdrawn or changed by toroma GmbH at all times.
Unless otherwise provided by the agreement, the payment period is 10 days within invoice date of the receiption of the invoice. With excess of the payment term toroma GmbH is authorized to demand reminder fees and past-due interest of the respective discount (German: Dispositionskreditzinsen). Until full payment reservation of title is guaranteed to toroma GmbH.
5. Terms of delivery
In the event of actions brought about by labour disputes, in particular strikes and lock-outs and unforeseen obstacles occur as well as existing ones that are outside our influence, e.g. transport disruption and breaks in production, material or energy shortages, restrictions imposed by public authorities or agencies similar to public authorities or any other cases of force majeure, then the delivery period will be extended in line with the duration of such actions and obstacles. If a date of delivery or a period of delivery is agreed with binding force and due to various occurrences or if the agreed date of delivery or period of delivery is exceeded by more than two months, the Purchaser is entitled to withdraw from the part of the Contract - not yet executed by us - owing to the still unfulfilled part thereof. In such cases the purchaser is obligated to pay appropriate compensation for all deliveries and/or services carried out up to that point as well as material procured and work performed. From the exceeding of a period for performance or a performance date or from performance default the Buyer shall not be entitled to derive any claims for damages against us, unless the exceeding of the period or deadline is due to wilful intent or gross negligence of toroma GmbH. Insofar as binding delivery periods are agreed, they begin on the date of the confirmation of the order, but not before receipt of any agreed deposits, not before all establishments put in place and not before explicit clarification of all details of the order.
6. Business confidentiality
Results of contract research / custom synthesis are the property of the customer. Toroma GmbH shall guarantee to forward all achieved results regarding the order only to the customer, and neither to publish them nor to give them to third parties without his consent. Procedures developed by toroma GmbH are the property of toroma GmbH. Licenses, rights, consents, and permissions to use are not transferred to the customer.
7. Complaints and Liability
The purchaser/customer must examine the goods immediately after receipt. The customer shall notify us in writing of any defects without delay, no later than within eight calendar days after delivery. Punctual complaint: we will, at our discretion, repair the defective goods or supply defect-free replacements or refund the purchase price. The goods for which a complaint was made shall only be taken back within eight calendar days by attaching the original offer of toroma GmbH. Any further claims of the purchaser, especially claims for damages are excluded in as far.
8. Cancellation
If a contract provides for completion or delivery of goods canceled by the customer, toroma GmbH is entitled to charge the Buyer for all costs and benefits into account. Upon termination - prior to delivery or completion- by Buyer/customer under this Section, Buyer's obligation to toroma GmbH will be the Purchase Order price for all finished work and completed services which conform to the requirements of a Purchase Order.
9. Place of contractual fulfilment and exclusive court of jurisdiction
Place of contractual fulfilment and exclusive court of jurisdiction is Saarbrücken. Between toroma GmbH and the respective Contractual Partner / Customer shall exclusively be governed by German law. lf individual provisions of the contract with the customer including these standard conditions and terms of business should be or become partly or wholly legally invalid, the validity of the remaining provisions will not be affected by this. Any invalid or impracticable provision shall be replaced with retroactive effect by the provision which approximates closest in terms of contents and economic intent to the invalid or impracticable provision.
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