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§ 1 Scope of validity
These general terms and conditions are valid for purchase contracts, being concluded with consumers and thus cannot be regarded as a commercial or independent professional activity (Purchase of consumer goods). They are valid for contracts for works and services subject to § 651 BGB (German civil code) purchase law. The contracting parties are hereinafter referred to as “vendor“ and “purchaser“, if  they are  legally contracts for works and services.
Contracts not being concluded between present persons and thus are concluded subject to exclusive use of media for distant communication, in addition underlie the following special regulations for distant supply contracts.

§ 2 Conclusion of contract
Both parties are committed to binding offers for a period of 4 weeks. The contract has been concluded, if the other party has agreed to the offer of contract.
If a delivery of goods not being available is agreed upon, or which are in need of being produced according to the specification of the purchaser, so that it is necessary for the vendor to get a confirmation of supply of the supplier, in that case the vendor may only accept an order of the purchaser, if he has got a binding confirmation of supply by the supplier.
A contract is in that case concluded, if the vendor carries out a delivery upon order of the purchaser.
If the contract has been concluded in writing, the written copy is valid for all the modifications and appendices of the contract.
The purchaser is only entitled to transfer rights and liabilities of the contract to third parties after written consent of the vendor.
The vendor or his supplier has a copyright as to the drawings and documents, being transferred to the purchaser.
If the vendor is not able to supply an ordered item of a spare part being made according to the required execution of the purchaser, the vendor may offer the purchaser a performance, being similar as to quality and price. In that case the purchaser is not obliged to accept, in addition he need not pay the return costs.

§ 3 Obligations of the vendor
The vendor is obliged to transfer the sold item to the purchaser and provide him the property. The quality and character of goods relies on the specifications defined in the contract, it must match the use defined in the contract and the performance characteristics defined in the confirmation of the order. Statements of in-house brochures and the ones of the producers are only relevant, if they are regarded as  binding specification of services and not as  non-binding descriptions of characters. All performance characteristics under this contract are not warranties for which the vendor  would be liable according to § 444 BGB (German civil code). During the time of delivery construction - and shape modifications of the sold item, modifications in colour as well as modifications of extent of supply due to the producer  are reserved to the producer, unless the item is substantially modified and the modifications are not reasonable for the purchaser.
All the stated delivery dates are at first not obliging. They need to be confirmed in writing by the vendor. Short-term delays of delivery are not detrimental, unless the parties have expressly declared an obliging date of delivery. Delivery periods start with the conclusion of the contract. If modifications of the contract are agreed upon later, the delivery periods are prolonged by the same period of time, existing between the conclusion of the contract and the modification of the contract, unless the parties stipulated something else.
The vendor is only in default of his obligation to deliver, if he was reminded by the purchaser after expiry of another time limit including warning of refusal. The stipulated additional period of time needs to be at least 2 weeks. The purchaser may ask for a second additional period of time, if the delay of delivery is due to circumstances, he is not responsible for.  
Force majeure or operational failure with the vendor or his supplier, e.g. due to riot, strike, lock-out, temporarily preventing the vendor without being faulty himself to deliver the object of purchase at the agreed upon date or within the agreed upon period of time, modify the agreed upon dates and periods of time by  such a period of time being caused by the deficiency of performance due to these circumstances. If a deficiency of performance results in a delay of performance of more than four  months, the purchase may refrain from the contract. Additional rights to cancel remain unaffected.
The purchaser may request a reparation of a damage caused by delay, if  the vendor or vicarious agent is imputable to intention or gross neglicent. In case of little negligence the claim is limited to a maximum of 5 % of the purchase price without VAT.
If modifications of the contract are agreed upon later, in that case the already agreed upon dates of delivery are prolonged if necessary.
Place of performance is the head office of the logistics provider, Fa. Schenker Deutschland AG,  Elsässer Straße 14, 79189 Bad Krozingen, the vender has to pay the transfer.
If the transfer place is a different place, it expressly needs to be agreed upon. If the goods are posted to a  place different from the agreed upon performance place, the purchaser has to pay the transport costs. Costs for packing are charged only in that case, if the goods to be correctly transported need a packing or  a possible marital packing or if the vendor requests that. The purchaser has to pay the costs of transport insurance, the load and the transport as well as additional performance.

§ 4 Liabilities of the purchaser
The purchaser needs to pay the agreed upon purchase price at the date of transfer of the object of purchase. Place of performance is the head office of the vendor. Payments are without expenses. The performance is fulfilled after the credit entry on the account of the vendor. The cheques are accepted for payment. Bills of exchange are only accepted due to a special agreement with additional expenses for charges of collection and discount. The vendor is only authorized to compensate the claims of the vendor, if the counterclaim of the purchaser is undisputed or if there is a final and absolute title; the purchaser may claim a right of retention only if it is caused by claims of the contract.
If there are unexpected modifications in raw material, wages, energy or otherwise, being unreasonable for the vendor to complete the contract, the vendor is entitled under the preconditions of § 313 BGB (German civil code) to demand negotiations on a price adjustment and in case of non-agreement a cancellation of the contract, if the completion of the contract cannot be regarded as reasonable for the vendor.
If prepayment is agreed upon under this contract not being completed by the purchaser, the vendor may withdraw from the contract und claim indemnification due to non-performance, if it is noticeable that the claim for the purchase price is jeopardized by insufficient capacity. The right of the vendor to refuse performance extinguishes, if the purchase price is realized or the purchaser has furnished a security.
If the purchaser does not perform after a reminder of the vendor after the maturity, he results in delay by the reminder. The purchaser is in default, if he does not pay within 30 days after maturity and delivery of an invoice, if the legal consequences are expressly notified on the invoice.
If the parties have agreed upon installments, the whole residual debt - without consideration of the maturity of possible bills of exchange - is immediately payable, if the purchaser is delayed by at least two consecutive installments as a whole or partially and if the amount being in delay sums up to at least one tenth of the purchase price.
The legal default interest amounts to annually 5 % above the standard interest rate. The vendor is able to prove a higher damage caused by default.   

§ 5 Acceptance
The purchaser has the right to check the objecet of purchase  within 8 days after receipt of the notification of provision at the agreed upon  transfer place. The purchaser is obliged to accept the object of purchase within the period of time already mentioned.
If the purchaser remains in default of the acceptance of the object of purchase at least 14 days after receipt of the notification of provision intentially  or gross negligent, the vendor may make available an additional period of time of 14 days and declare that he will refuse the transfer after expiry of the period of time.
After the expiry of the additional period of time the vendor is entitled to cancel the contract in writing or claim for indemnification due to non-completion.
An additional period of time is not necessary, if the purchaser seriously and finally refuses the acceptance or if he is not able within this period of time to complete his obligation for payment under this contract.
If the vendor claims indemnification, it amounts to 15 % of the agreed upon purchase price without VAT. The amount of damage is to be defined higher or lower, if the vendor proves a higher damage or the purchaser a lower one. The vendor is entitled to rely on the facilitation of evidence against the purchaser according to
§ 287 section 2 ZPO ( civil process order).

§ 6 Shipping
The risk of the goods is transferred after the transfer of the goods to the purchaser or to the  carrier appointed by the purchaser. In case of shipping the purchaser is responsible for the transport risk.
The purchaser pays the shipping costs, if the parties did not agree upon otherwise.
On request of the purchaser the vendor is obliged to effect an insurance at the expense of the purchaser.
If the purchaser discovers transport damages after receipt of the goods, he notifies the carrier and the vendor within a week. If a transport insurance has been effected, the insurance companies shall be notified immediately.
If the purchaser does not expressly prescribe a special transport route, shipping or kind of packing, the vendor is entitled to take the required measurements taking into account the alleged interests of the purchaser. The vendor however is not liable for the delays in transport.

§ 7 Later completion
The vendor provides for the purchaser the item free of real deficiencies or legal deficiencies. If the item is insufficient, the purchaser may first claim for later completion. A real deficiency is also existent, if the vendor delivers another item or an insufficient quantity.
If the purchaser demands a later completion, the vendor  will first try to remedy the defect. The right of the purchaser to request the delivery of an item without defect instead of a later completion, is restricted according to § 439 section 3 BGB (German civil code) in as much as the delivery of an item without defect is only possible by way of  disproportionate costs or is not reasonable due to long delivery periods. The value of the item without defect, the extent of the defect and the question must be taken into account, whether the purchaser is able to complete later without substantial disadvantages. This prerequisition is present, if the item is produced according to a customer specification or if it is a single production.
The parties agree that the purchaser transfers the sold item at the transfer place for the reason of subsequent improvement. If the purchaser asks for the subsequent improvement at a different place, he has to pay the arising additional costs. If the subsequent improvement at the other place is not possible, the vender may demand the transport of the item to an appropriate place at the expense of the purchase. The location may be the place of business of the vendor.
The delivery of the item without deficiency is performed concurrently against return of the deficient item.
A subsequent improvement is regarded as a failure after the second unsuccessful trial, if there is not any consequence due to the kind of way of the deficiency or other circumstances, i.e. a violation of obligations for cooperation. If the vendor refuses to deliver an item without deficiency, the purchaser may cancel the contract and request indemnification and  compensation of expenses. Instead of cancellation the purchaser may reduce the purchase price.
The rights of the purchaser due to a deficiency are excluded, if he is aware of the deficiency at the conclusion of the contract. This is especially valid in case of purchase of  used items. If the vendor does not know a deficiency due to gross negligence, the purchaser may only use rights because of this deficiency, if the  vendor infringed his liability to inform the purchaser and  fraudulently concealed  the deficiency.
If the vendor assumed the guarantee for the quality of an item, he is responsible for it.
If a third person, e.g. a supplier of the vendor, gave a works guarantee, the parties agree that the vendor first of all makes use of his claims from the works guarantee, because the performance from the works guarantee
are often more extensive than the obligation for a late completion of the vendor, e.g. by way of a worldwide service. This agreement however does in no way limit the legal claims of the puchaser against the vendor. At every time the purchaser may directly apply to the vendor because of late completion without stating any reasons.
Claims of the purchaser based on defects become statute-barred after 2 years in case of new items, in case of used items after 1 year, each time counted from the transfer. If the vendor approved a quality or fraudently concealed a defect, the limitation of statute bar is not valid. In addition the limitation of statute bar is not valid in case of claims for damages, due to gross negligent or intended violation of obligations of the purchaser as well as in case of damage of life, body and health.

§ 8 Reservation of ownership
The vendor reserves the right of ownership for all his delivered items up to the complete payment of the purchase price.
The vendor may request the return of the sold items, if he cancelled the purchase contract.
The vendor pays the return costs and further utilization of the object of purchase. The utilization costs amount to 5 % of the utilization profit without evidence. They are to be increased or decreased, if the purchaser proves higher or lower costs.
The purchaser is obliged to immediately inform the vendor about appropriation of third parties of the object of purchase delivered with reservation of ownership - e.g. about  levies of attachment, about the execution of a pledge of an entrepreneur of a workshop. He has to inform the bailiff or other third persons about the vendor’s property right and notify the vendor in writing by sending the pledge minutes. He has to pay for the costs to cancel a pledge right and to replace the object of purchase and has to make up for all the damages arising from the appropriation of the object of purchase, if costs and claims for damage may not be requested by third parties.
As long as the reservation of ownership exists, a sale, a pledge, a  transfer for reasons of security or rent of the object of purchase as well as a change of its regular location  is admitted, only if a prior written consent of the vendor is given.
The vendor is obliged to keep the object of purchase during the period of reservation of property in a proper state and to have immediately performed all the provided maintenance works and required repairs - with exception of emergency cases - by the vendor or by a garage named by the vendor.  

§ 9 Business of agents
If the agent acts on behalf of the client, the provisions on purchase of consumer goods are not valid, because from this moment on there exists a direct  legal relationship between the parties of the purchase contract.
The agent acts exclusively in favour of his client, he is not responsible for instruction and information of the purchaser.

§ 10 Privacy
We notify according to § 33 Bundesdatenschutzgesetz (federal privacy act) that the contract data are stored in a computer. It is ensured that these stored data are not disclosed to unauthorized persons.
Special terms for distant supply contracts

§ 11 Conclusion of the contract
The list price of the offered goods varies. If goods are sold out, there will be no conclusion of contract. Otherwise a purchase contract is concluded after transfer of the ordered goods and receipt of general terms and conditions hereunder.

§ 12 Right to revoke
If a purchase contract is concluded due to a written order or one by phone, email or telecopy, the purchaser has a right to revoke. The right to revoke does not exist in the case of delivery of goods being produced according to customer specification or definitely tailored with regard to the personal needs or if the goods are not suitable for return due to their character or if they are fast ruined or if the sell-by date is expired. The revoke must comprise a reason and must be performed in writing on another durable data medium or by return of the goods within 2 weeks after conclusion of contract;  the time limit is observed after dispatch in time. The goods are addressed as follows:
Torqeedo GmbH
Petersbrunner Str. 3 a
D – 82319 Starnberg
In case of an efficient revoke the received performances of both parties are to be returned. Possible advantages are to be returned. If the purchaser is not able to return the received performance completely, partially or if he cannot return it but in a deteriorated state, he has to compensate for lost value. This is not valid in case of transfer, if the deterioration of the item is exclusively caused by a check of a purchaser in a shop. The purchaser may prevent the compensation for lost value, if he does not use the item as an owner and does not do anything for deterioration of the value. In case of return of a delivery of goods, the order value of which does not exceed EUR 40 or if in case of a higher price of the delivery of goods the counter-performance or an agreed upon installment is not made at the date of the revoke, the purchaser pays the return payment, if the delivered goods are identical with the ordered ones. Otherwise the return is free of charge for the purchaser. Goods, difficult to send (e.g. bulk goods) are picked up with the purchaser. If a return is not performed in the original packing, we charge the accrued costs.

§ 13 Prices
The prices in the price list include all the taxes and other components of prices. The price lists are valid unless replaced by others. In case of package dispatch we charge an additional flat rate of dispatch, the amount of which is according to the usual arising  cost.

§ 14 Notice of defects
Notices of defects are to be made immediately after receipt of the goods. The purchaser is obliged, to unwrap the goods and to check as to functionality.
In case of transport damage or theft a statement of facts has to be made immediately at the dispatch of goods of the receiving station, the carrier, or the post office and to  be forwarded to the vendor. The packing used by the purchaser, is accepted by the  train and the post office, thus in the case of damage a compensation is ensured.
A violation of these obligations may interfere the warrantee rights.

§ 15 Place of performance
The domicile of the purchaser is the place of performance of distant supply contracts.
Status:30.09.2005

Dealer

§ 1 Scope
These General Terms and Conditions of Business apply for contracts of purchase. They further apply for contracts for services, for which the law on sales applies according to § 651 BGB [German Civil Code]. The contractual parties shall, also insofar as it legally concerns contracts for services,
hereinafter be referred to as “Seller“ and “Buyer“.
The deliveries, services and offers of the Seller shall be carried out exclusively based on these Terms and Conditions of Business. These shall thus also apply for all future business relations, even if they are not expressly agreed once again. These terms and conditions are deemed as accepted no later than with the acceptance of the goods or service. Counter confirmations of the Buyer by reference to his Terms and Conditions of Business or Purchase are hereby opposed. The terms and conditions of the Seller shall thus also apply if he carries out the delivery without reservation in the knowledge of opposing conditions or conditions of the Buyer which deviate from his conditions.
All agreements, which are reached between the Seller and the Buyer for the purpose of executing this contract, are to be recorded in writing.
These terms and conditions of sale shall apply exclusively towards entrepreneurs within the meaning of § 310 Par. 1 BGB and towards legal entities under public law and special assets under public law.

§ 2 Conclusion of contract
Both parties are bound to binding offers for the duration of 4 weeks. A contract is concluded if the other party accepts a contractual offer.
If delivery is agreed of goods, which are not in stock, or goods, which first still have to be produced according to the specifications of the Buyer, so that the Seller has to obtain a delivery confirmation of his supplier then the Seller can only accept an order from the Buyer when he has received a binding delivery confirmation of the supplier.
Drawings, diagrams, measurements, weights or other performance data shall only be binding if this is expressly agreed in writing.
The sales employees of the Seller are not authorized to reach verbal collateral agreements or give verbal assurances, which go beyond the contents of the written contract.
The Buyer may only assign rights and duties under the contract to third parties with the written consent of the Seller.
The Seller shall retain the property and copyrights to the drawings, calculations and other documents handed over to the Buyer. This shall also apply for those written documents, which are described as “confidential“. Before forwarding these documents the Buyer requires the express written consent of the Seller.
If the Seller cannot deliver ordered goods or a spare part in the design requested by the Buyer then the Seller can offer the Buyer a service equivalent in quality and price. In this case the Buyer is neither obliged to accept, nor must he bear the costs of the return consignment.

§ 3 Prices– terms of payment
Insofar as not otherwise derived from the order confirmation, the prices of the Seller shall apply ex “works“, not including postage and packing; these shall be invoiced separately. In addition, additional services and deliveries shall be charged separately.
Insofar as not otherwise stated, the Seller shall be bound to the prices contained in his offers for 4 weeks from their date. Decisive are otherwise the prices stated in the order confirmation of the Seller plus the respective applicable rate of value added tax.
The applicable rate of value added tax is not included in the prices; it will be shown separately in the invoice in the amount applicable on the date of invoicing.
The deduction of cash discount requires a separate written agreement.
Insofar as not otherwise derived from the order confirmation, e.g. payment upon hand-over, the purchase price shall be due and payable net (without deduction) within 30 days from invoice date. The statutory rules relating to the consequences of the default of payment shall apply. In the event that the Buyer is in default of payment the Seller shall be entitled to charge interest on default in the amount of 8% above the respective base lending rate p.a. The assertion of further damages is not excluded. The Seller is entitled, despite other provisions of the Buyer, to initially set-off payments against its older liabilities and shall inform the Buyer about the type of settlement made. If costs and interest have already been incurred the Seller shall be entitled to initially set-off the payment against the costs, then the interest and finally the main payment.
Place of performance for payment of the purchase price is the registered seat of the Seller. Payments have to be made free of expenses. The payment is only deemed as made when credited onto the Seller’s account. Cheques are accepted in payment. Bills of exchange are only accepted by virtue of a special agreement in payment by charging all collection and discount charges.
In the event of unforeseeable changes to raw material, wage, energy or other costs, through which it is not deemed reasonable for the Seller to satisfy the contract, the Seller is entitled, under the pre-requisites of § 313 BGB, to demand negotiations about a price adjustment and in the event that no agreement is reached to cancel the contract, in case the satisfaction of the contract has become unreasonable for the Seller.
The Buyer shall only be entitled to rights of set-off if his counter-claims have been declared final and absolute, are undisputed or acknowledged by the Seller. In addition, he is insofar authorized to exercise a right of retention to the extent that his counter-claim is based on the same contractual relationship.
If the Seller becomes aware of circumstances, which raise questions about the creditworthiness of the Buyer, in particular he does not honour a cheque or suspends his payments or if the Seller becomes aware of other circumstances, which raise questions about the creditworthiness of the Buyer then the Seller shall be entitled to deem the whole residual debt due and payable even if he has accepted cheques. The Seller is in this case also entitled to demand advance payments or provision of security.
If advance payments have been agreed in the contract, which are not observed by the Buyer, the Seller may cancel the contract and demand damages instead of payment if it can be seen that the entitlement for purchase price is at risk through the absence of ability to pay on the part of the Buyer. The right of the Seller to refuse payment shall expire if the purchase price is effected or the Buyer has provided security.

§ 4 Time of delivery and service
(1)    Delivery dates or deadlines, which can be agreed binding or non-binding, must be made in writing. Short-term overruns of delivery dates are harmless, in case the parties have not expressly described the delivery date as binding in the contract. Delivery deadlines shall begin upon conclusion of the contract. If subsequent changes are agreed to the contract then the delivery deadlines are extended by the same period of time, which lies between the conclusion and the change to the contract insofar as the parties have not agreed otherwise.
(2)    The Seller shall only be deemed in default with his delivery obligation if he has been warned by the Buyer after expiry of the deadline by setting a further deadline with threat of refusal. The final deadline set by the Buyer must be at least 2 weeks. The Seller can request a further final deadline if the delay in delivery is due to circumstances for which he is not responsible.
(3)    Delays in delivery and service owing to force majeure and owing to interferences to business, which make the delivery substantially more difficult or render it impossible for the Seller for a longer period of time without this being his own fault – this includes in particular strike, lock-out, official orders etc., even if they occur at suppliers of the Seller or their sub-suppliers -, shall not be deemed the responsibility of the Seller even with binding agreed deadlines and dates. They entitle the Seller to postpone the delivery or service by the duration of the impediment plus a reasonable start-up time or to cancel the contract either in whole or in part owing to the not yet satisfied part. The entitlement to cancellation presumes that the Seller informs the Buyer immediately about the non-availability and immediately reimburses the consideration of the Buyer.
(4)    If an interference to service leads to the service being postponed by more than 4 months, the Buyer is entitled after setting a reasonable final deadline to cancel the contract with regard to the part not yet satisfied. Other rights of cancellation remain unaffected thereby. The Buyer may not derive any claims for damages if the delivery time is extended or if the Seller is released from his obligation. The Seller can only refer to the stated circumstances if he informs the Buyer immediately about the non-availability.
(5)    Insofar as the Seller is responsible for the non-observance of binding promised deadlines and dates or if he is in default, the Buyer shall be entitled to compensation for default in the amount of ½% for each complete week of the delay, a total however of a maximum up to 5% of the invoice value of the deliveries and services affected by the default without value added tax. If the Buyer is entitled to damages instead of performance, the claim is limited to a maximum of 25% of the invoice value without value added tax. Claims beyond this are excluded in the afore-mentioned cases unless the default is due to at least gross negligence on the part of the Seller.
    If delivery is rendered impossible for the Seller – while he is in default – by chance he shall be liable with the liability limitations agreed above.
    The Seller shall not be liable if the damages would also have been suffered in case of timely delivery.
(6)    The Seller shall be entitled to part deliveries and part services at all times unless the part delivery is of no interest for the Buyer.
(7)    The observance of the delivery and service obligations of the Seller presumes the timely and proper satisfaction of the obligations of the Buyer.
(8)    If the Buyer is culpably in default of acceptance the Seller is entitled to demand reimbursement of the damages he suffered according to § 5 Subclause (4) and (5), in case of delay in acceptance the risk of accidental deterioration and accidental loss shall pass to the Buyer even without fault.
(9)    Place of performance is the registered seat of the logistics service provider, Schenker Deutschland AG, Elsässer Straße 14, 79189 Bad Krozingen. The Seller shall bear the costs of the hand-over.
An express agreement is required if the place of hand-over is to be another location. In the event that the goods are sent to another location than the agreed place of performance, the transport costs shall be borne by the Buyer. Packaging costs shall only be charged if the goods to be transported require, or the buyer requests,  packaging or if applicable a seamanlike packaging for safe transport. Costs of transport insurance, loading and transfer and agreed secondary services shall be for the account of the Buyer.

§ 5 Acceptance
If the Buyer is behind schedule with taking over the object of purchase for longer than 14 days from receipt of the notification that it is available the Seller may set the Buyer a final deadline of 14 days in writing.
After the unsuccessful expiry of the final deadline the Seller shall be entitled to cancel the contract by written declaration and/or demand damages instead of payment.
It is not necessary to set a final deadline if the Buyer seriously and finally refuses the acceptance or is also obviously not in the position to satisfy his payment obligations under the contract of purchase within this period of time.
If the Seller demands damages, these shall amount to 15% of the agreed purchase price without value added tax. The amount of damages shall be estimated higher or lower if the Seller can prove higher or the Buyer lower damages. The Seller can refer towards the Buyer to the evidence alleviation of § 287 Par. 2 ZPO [Code of Civil Procedure].
If the despatch or the hand-over of the delivery is delayed at the request of the Buyer by more than 2 weeks after the agreed delivery date or, if no exact delivery date was agreed, after the notification of the Seller that the goods are ready for despatch or hand-over, the Seller can charge a flat rate storage fee for each month (if applicable pro rata) in the amount of ½% of the price of the delivered object without value added tax, a maximum however of 5%. The Buyer is permitted to prove that the Seller did not suffer any damages or substantially less damages. The Seller shall be entitled to prove that higher damages were suffered.

§ 6 Passing of risk and despatch
The risk for the goods shall pass to the Buyer when the goods are handed over. In the event of despatch the Buyer shall bear the transport risk. The risk shall pass to the Buye