Our TOB, as specified below and in exclusive manner, are valid for all our deliveries and services. They are also deemed valid for future business connections in those cases where they haven’t been explicitly agreed beforehand.

These TOB constitute the entire agreement between you and tsm and govern your use of the service, suspending any prior agreements with our customers, unless those have been confirmed by us explicitly and in writing. This is also true for verbal agreements and secondary agreements. By accepting our products and services, you signify your agreement to all terms. We declare that any warranties given by manufacturers or licenses enclosed with their products are only valid between the manufacturer and the customer, and do not commit us independently.

II.                    Prices and Terms of Payment

Both offers and order confirmations are always free to vary in price, unless specified otherwise in written and binding form. Our prices are exclusive of VAT and charges for post and packaging , and possible insurance premiums, which are additional costs. Conclusion of the contract is achieved at the latest by the acceptance of our services by the customer, otherwise through our written order confirmation.

Payment must be made immediately and in full on delivery of the object of the contract, unless specified and agreed otherwise with the customer in writing. In cases of agreed delivery / services with a separate invoice, payment must be made in full within 10 days.

Cash discounts, which have to be explicitly agreed and recorded on the order confirmation and the invoice, can only be accepted if the reduced amount is paid to us within the agreed discount period and all previous invoices have been paid.

III.                    Delivery and Delivery Periods

Agreed delivery dates start with the date of the order confirmation. Whilst tsm will endeavor to secure delivery of the goods by the estimated delivery date, tsm will not be liable for any consequences of late delivery howsoever caused. By no means does the delay of a delivery date justify indemnification or cancellation of the contract.

(Unforeseen events which are out of our control, such as strikes or lockouts, extend the delivery period accordingly. Should the delivery date not be met by more than six weeks, the customer may cancel the contract after the expiring of an appropriate extension. Compensation for delayed delivery or post deliveries are not possible.)

Failure by the customer to pay any invoice by its due date shall entitle tsm to suspend any of its delivery and service obligations.

IV.                    Defectiveness Liability and Warranty

tsm warrants the customers that they will be able to exchange those objects of delivery which are deemed faulty or missing in agreed characteristics, or which become faulty during the period of warranty due to defects in fabrication or material. The customer is also entitled to have the object mended. Several repairs are permissible. If it is not possible to rectify deficiencies within a reasonable period of time, the customer is entitled to demand a reduction in buying price or to withdraw from the contract. The customer must report any defect immediately, including all necessary documents. Any warranty claims are deemed to have lapsed six months after the conclusion of the contract. Should any faults occur within this period of time, the warranty period is extended by the amount of time it takes to rectify the faults. tsm accepts no claims to change the contract or reduce the price unless the damage can definitely not be rectified by us. We are entitled to refuse to rectify damages if the customer does not fully fulfill his obligations towards us.

V.                  tsm Proprietary Rights

Notwithstanding delivery, tsm reserves the right of disposal of all goods / services until all our demands specified in the contact have been fulfilled by the customer, especially until tsm has received payment in full for such goods / services, possible default interest, legal costs and all other monies on any account whatsoever owed by the customer to tsm. The customer may not dispose of the goods. In the case of the access of third parties – especially bailiffs and insolvency inspectors – to the items in question the customer must point out that tsm is the rightful proprietor of those items and notify us immediately.

In cases of delay of payment tsm is entitled to enter the customer’s offices and reclaim the items in question. This will not be considered a withdrawal from the contract.

VI.                    Place where the contract is to be fulfilled and court of jurisdiction

The place where the contract is to be fulfilled is the head office of our company. The court of jurisdiction for all lawsuits resulting from this contract, including its origin and validity, is also the head office of our company.

The entire contract shall be governed by the law of the Federal Republic of Germany.

  VII.                  Exclusions and Limitations

Should any of the conditions above become invalid, the validity of our remaining TOB will be unaffected . The invalid condition(s) will be replaced by a regulation which meets the legal demands and comes closest to the economic intention of the invalid condition.

Most recent update: 02/09/2002

1. The terms and conditions set out below form the whole of the contract, without requiring our special dispute over any terms which may be set by the supplier.

2. We are only bound by orders which have been submitted by us in written form with a valid signature(s). Any later changes or alterations to quantity require our written confirmation. We reserve the right to withdraw from any order that is placed without a specified price if the price which is set in the order confirmation does not meet with our acceptance.

3. Our order number must be stated on all correspondence in connection with our order, including dispatch and shipping notes. Any costs arising from the neglect of our delivery conditions must be met by the supplier.

4. The supplier is bound by the delivery date agreed between tsm and the supplier. Should any delays to this date occur we are to be notified immediately, and definitely before the agreed delivery period expires, with an explanation for the delay. After the delivery period has expired, no default of assertion of our rights [as specified in §§ 286 and §§ 326 BGB of the German Civil Code] is required. Possible reminders yet to be delivered do not release the supplier from liability for compensation.

5. Since it is not always possible to check that deliveries are correct and useable immediately on their arrival, the supplier waives the right to impose a deadline on any possible queries of the order. This also annuls tsm’s obligation to examine and notify as specified in §§ 377 and §§ 378 HGB [German Code of Commercial Law].

1. At the beginning of installation, electricity (220 V) and light must be available in every room which is to be used.

2. An existing air conditioning system must be in use before installation commences to ensure a dust-free environment. Any damages which result from such a system commencing operation after installation begins are excluded from our guarantee, and will not be eligible for a refund or replacement.

3. If the installation of appliances is expected to take more than one day, then the client must provide a secure, lockable room for the temporary storage of appliances and materials.

4. tsm must be able to lock all rooms which contain tsm appliances for the duration of the installation. Where rooms to be used do not have locks, tsm will install locks at the customer‘s expense and furnish the customer with a key.

5. Ceilings, floors and walls must be able to take the weight of all necessary equipment, and must be in a fit condition to enable the installation of appliances with industry standard tools and materials, as specified by the supplier, without the need for additional special constructions.

6. Any structural changes to walls, floors and ceilings, or changes in the planned work to be done by other companies, are classed as special services and only form part of our installation services if they have been notified to us in written form.