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  Terms and Conditions
  I. Applicability
1.1 Deliveries and services of thomas bengel konstruktion + prototypen, hereinafter referred to as tbko,
      are exclusively subject to the following General Terms and Conditions of Business.
1.2 This shall also apply if the Principal has submitted a contractual offer or an order confirmation based
      on its own differing terms and conditions of business. Differing terms and conditions of business of
      the Principal, to which tbko has not explicitly agreed, shall not on any account be part of the contract,
      even if such have not been explicitly rejected.

II. Conclusion and terms of the contract
2.1 An order shall only be deemed to have been placed with legally binding effect if it has been confirmed
      by tbko in writing.
2.2 The terms of the contract shall be solely based on the offer submitted by tbko and/or the order
      confirmation. Any amendments, additions or additional agreements shall only be binding if they have
      been confirmed in writing by tbko, unless such have been agreed on by an employee of tbko who is
      authorised to represent it.
2.3 Any documents (images, drawings, etc.) relating to the offer, any technical data contained in them or
      in the offer (data on weight or dimensions, etc.) and any references to company or industry-wide
      standards and models (DIN standards, etc.) shall only be applicable on an approximate basis and,
      unless explicit assurance has been given, do not constitute a guaranteed property.
2.4 tbko shall retain the ownership title and copyright to all drawings, designs, descriptions and similar
      documents. Such documents shall not be made available to third parties without tbko’s written
      consent. These documents shall be immediately returned, if tbko so requests.

III. Prices and payment terms
3.1 The euro prices specified in tbko’s offer, plus statutory VAT in the relevant amount, shall be
      exclusively applicable. The prices shall apply from tbko’s business premises and include any related
      packaging costs. Shipping costs and any other additional costs shall be borne by the Principal.
3.2 Payments must be made within 14 days at the latest after invoicing and without any deductions.
      Promissory notes or cheques shall only be accepted by way of payment. Costs of discounting and
      collection shall be borne by the Principal.
3.3 If justified doubts should arise after the order has been placed regarding the Principal’s unconditional
      ability to make payment, tbko shall be entitled to demand security or to withdraw from the contract.

IV. Right of retention, setting off and assignment
4.1 The Principal may only assert a right of retention from the same contractual relationship. Furthermore,
      in commercial dealings all rights of retention with respect to tbko are excluded, regardless of the legal
      relationship from which they stem.
4.2 The Principal shall only be entitled to carry out a set off with respect to tbko with regard to
      counterclaims which have been acknowledged or established with legally binding effect.
4.3 The Principal may only assign its rights with tbko’s consent.

V. Default, impossibility of performance
5.1 If a time limit has been agreed by tbko for an order to be fulfilled, such time limit shall begin upon the
      receipt of the order confirmation by tbko, but not before it receives all the documents, approvals,
      clearances or other information to be obtained by the Principal for the fulfilment of the order.
5.2 If tbko is prevented from fulfilling the order on time due to extraordinary circumstances, such as an
      energy shortage, traffic disruptions, strikes, lock-outs, unforeseen technical disruptions or other
      disruptions to procurement, manufacturing or delivery which lie outside the sphere of its responsibility
      and which demonstrably have a significant effect on the rendering of its performance, the time limit
      for the fulfilment of the order shall be extended by the period of time between the occurrence and the
      elimination of the impediment. This shall also apply if such circumstances arise for tbko’s suppliers or
      subcontractors.
5.3 If tbko is responsible for failing to meet the deadline for fulfilling the order due to only minor negligence,
      the Principal shall be entitled to either withdraw from the contract, having set an appropriate additional
      time limit, or to demand compensation for damage in the maximum amount of 0.5% of tbko’s contractual
      remuneration per week, though not exceeding 5% in total of the contractual remuneration. Any farther-
      reaching claims of the Principal are excluded.

5.4 Similarly, the Principal’s rights to withdraw from the contract or claim compensation shall be limited to
      a maximum of 5% of tbko’s contractual remuneration per case of damage if the performance to be
      rendered is entirely or partially impossible and tbko is responsible for this due to only minor negligence.

VI. Transfer of risk
      The performance and remuneration risk shall transfer to the Principal no later than the point of time at
      which the subject of the contract or, in the case of partial deliveries, the individual parts thereof leave
      tbko’s business premises, even if tbko has accepted responsibility for further performances, such as
      carriage, installation, assembly or commissioning.

VII. Warranty
7.1 In view of the fact that generative prototype production using currently available technology does not
      always achieve the precision of conventional production methods, a prototype that has been
      generatively produced by tbko shall only be deemed to be defective due to failure to meet binding
      dimension and weight requirements if there is considerable deviation from requirements that could
      have been met in terms of the current technology applied in generative prototype manufacturing.
7.2 If, during fulfilment of the order, tbko provides the Principal with data, in particular three-dimensional
      CAD data, tbko shall only be liable for the completeness and correctness of the data if this has been
      explicitly guaranteed by tbko in writing. Furthermore, tbko shall not be held liable on any account for
      loss or defectiveness of data if such loss or defectiveness results from the exchange of data. The
      burden of proving that the loss or defectiveness of the data did not result from the exchange of data
      shall rest on the Principal.
7.3 If it transpires that the subject of the contract delivered by tbko is defective or lacks guaranteed
      properties, tbko shall be obliged to replace or repair it within a reasonable time limit. If the replacement
      delivery and/or the repairs fail, the Principal may, at its own discretion, annul its contract (cancellation
      of contract) or demand a price reduction.
7.4 If the subject of the contract delivered by tbko lacks a guaranteed property, the Principal may also
      demand compensation for non-performance, instead of annulment of the contract (cancellation of
      contract) or a price reduction. However, compensation for consequential damage due to defects,
      such as production downtime or damage to machines, is excluded, unless the guarantee was
      intended to protect against the consequential damage that occurred or tbko is culpable of wilful
      misconduct or gross negligence.
7.5 In commercial dealings the Principal is obliged to immediately examine the subject of the contract upon
      receipt of such and to notify tbko in writing of any discernible defects not later than three business
      days after receiving the subject of the contract, and of any indiscernible defects not later than three
      business days after such are identified. If the Principal fails to fulfil that obligation, all warranty claims
      shall be excluded.

VIII. General limitation of liability
      In cases of damage in which the special liability rules and limitations agreed in these General Terms
      and Conditions of Business do not apply, tbko shall be liable for damages in the amount provided for
      by law, unless tbko is not culpable of wilful misconduct or gross negligence.

IX. Retention of ownership
9.1 The subject of the delivery shall remain the property of tbko until all debts, accrued at the moment of
      acceptance of the subject of the delivery, from business relationships with the Principal have been
      settled.
9.2 The Principal shall only be entitled to resell the subject of the delivery subject to retention of ownership
      or to otherwise dispose of it with tbko’s prior consent.
9.3 In the event that tbko’s retention of ownership expires as a result of resale or processing, the Principal
      shall assign to tbko at this stage already all rights, claims and receivables resulting therefrom.
9.4 The Principal must immediately notify tbko of any changes made by third parties to the subject of the
      delivery subject to retention of ownership. The Principal shall bear the costs of any intervention.
9.5 If the Principal delays in making payment, tbko shall be entitled, having issued a prior warning, to take
      back the subject of the delivery subject to retention of ownership, and the Principal shall be obliged to
      surrender it.

X. Confidentiality
      Both tbko and the Principal are obliged to keep strictly confidential all operating and business secrets
      of the other party of which they become aware during fulfilment of the order.

XI. Final provisions
11.1 The legal relationships between tbko and contract partners in Germany and abroad are exclusively
      subject to the substantive law of the Federal Republic of Germany.
11.2 The parties agree that the place of performance for deliveries, services and payments in commercial
        transactions shall be Albstadt-Ebingen.
11.3 The parties also agree that in commercial transactions the place of jurisdiction for any disputes shall
        be Albstadt-Ebingen.
 
 
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