Terms of service
General Terms and Conditions of Business
for Corporates
0. Territorial Restriction / U.S. Legal Notice
The products and services of TTI GmbH, including all software and licenses, are not offered, sold, supplied, licensed, or supported in the United States of America (USA), its territories, or to U.S. persons or entities. Any order, delivery, or use from or by the United States is strictly prohibited and will be deemed void and of no effect.
1. General Provisions:
TTI GmbH shall perform exclusively pursuant to the General Terms and Conditions as presented hereinafter, unless otherwise provided for in a separate written agreement. Customer terms and conditions that supplement or are different hereto shall herewith be rejected.
2. Assignment of Orders
The issuance of a purchase order to TTI GmbH as well as any form of contract execution must be in writing. Additions or amendments of any kind to TTI GmbH bid or to an agreement currently in existence must be in writing. Promises and/or information given verbally or through electronic means (i.e. facsimile, telex, e-mail) shall be nonbinding and not enforceable.
3. Remuneration:
The price specified in the offer or in the agreement is a fixed price in as much as nothing else is agreed to in writing. If the price agreed on should not suffice in order to obtain an optimal result,then TTI GmbH will inform the customer thereof and proffer suggestions about the continued course of action.
Each contractually agreed upon payment must be paid into an account specified by TTI GmbH either within 14 days of the customer´s receipt of TTI´s invoice, or on the contractually agreed upon payment dates. Value added tax must be separately invoiced and paid, when applicable. TTI GmbH may only commence performance after prepayments have been paid into its account.
4. Work Product / Inventions:
The agreed upon provision in the offer or in the agreement shall be applicable. However, in cases where there is no provision therefore the following shall be applicable: the customer shall receive an irrevocable and non-exclusive right of use for the consequential results. The customer shall reimburse TTI GmbH an amount, which is to be agreed upon, for expenses relating to the registration, retention and defense of proprietary intellectual property rights, which have arisen during the course of contractual performance under the agreement. If the customer uses the proprietary intellectual property rights, then he/she/it shall be obligated to reimburse any employee inventor remuneration incurred.
5. Confidentiality / Publication:
TTI GmbH shall not disclose to third parties and shall keep confidential all technical and business information received from the customer by reason of this agreement. This obligation shall survive the duration of the agreement inasmuch and provided that such information is not otherwise generally known, or the customer has waived in writing the provision for non-disclosure and confidentiality.
Taking into consideration the legal obligations of TTI GmbH and its professors, TTI GmbH may publish the results of its work achieved within the context of this agreement in the usual scientific form upon prior agreement with the customer.
Upon agreement and coordination with TTI GmbH, the customer shall also be entitled to publish. However, an intended publication may be delayed for the time necessary to complete any dissertation, thesis work, or the registration of proprietary intellectual property rights. The obligations set forth in this provision shall be applicable for 2 years following the completion of the project.
6. Warranty and Liability:
The liability of TTI GmbH, its legal representatives, agents, employees and/or assigns for a breach of this agreement or tortuous behaviour shall be limited to cases of intent, gross negligence, or a breach of a material obligation, which forms the essence of the agreement. Liability for damages shall be limited to provable losses in the amount of the contractual consideration. Liability for consequential damages or losses shall be excluded. Liability for accessory obligation is excluded in the case of simple negligence. The limitations / exclusions of liability do not apply to claims for bodily injury, death or health.
The same applies to the liability according to data protection regulations, as far as this is legally permissible. TTI GmbH warrants the application of reasonable scientific care and diligence in addition to compliance with recognized principles of technology, but does not guarantee the actual achievement of any research and development goals. TTI GmbH shall entrust the appropriate employees with the execution of the work as provided for pursuant to this agreement, who then shall be obligated to comply with the provisions of this agreement, inasmuch as such is legally permissible.
TTI GmbH shall have the right to cure any defects, which may arise. In the event that TTI GmbH is unable to cure, the customer may choose to either abate the consideration received under the agreement, or rescind the agreement in its entirety. Any and all other forms of remedy are hereby excluded.
The duration of any and all warranties or guarantees shall be limited to six months after the delivery of the research and development results. This shall also apply for any and all warranty and guarantee claims, which are not subject to statutory warranty or guarantee provisions.
7. Third Party Intellectual Property Rights:
The customer shall be immediately informed in the event it is discovered during the course of performance by an agent or employee of TTI GmbH that there are third party proprietary intellectual property rights in existence, which are relevant to the work being performed within the scope of this agreement. Neither
TTI GmbH, nor its agents, employees or assigns are obligated to conduct an investigation into the existence, validity or enforceability of such rights.
8. Agreement Termination:
This agreement can be prematurely terminated upon three months’ notice if:
- it is ascertainable that the expected result cannot be achieved, or cannot be achieved without substantially exceeding budgeted costs or the scheduled time frame; or
- extraordinary circumstances occur, which would make the continuation of this agreement futile.
In the case of premature termination of agreement, the contractual parties shall come to an accord on how best to wind-up any outstanding contractual matters. The customer shall pay pursuant to section 3 hereof any accrued expenses incurred by TTI GmbH up until the date of termination.
9. Miscellaneous:
No extraneous agreements, nor amendments or additions to this agreement shall be legally binding and enforceable unless in writing.
The place of performance for purposes of this agreement shall be Stuttgart, Germany. This agreement shall be governed by and construed and interpreted in accordance with the laws of the Federal Republic of Germany. If any suit or action is filed by any party based upon this agreement, venue shall be in the federal German courts having jurisdiction for the City of Stuttgart, Germany, inasmuch as such is legally permissible. The English text is only a nonbinding service. Only the German text, which also is handed out, legally is substantial and obligatory therefore.
GENERAL TERMS AND CONDITIONS OF TTI GMBH
Contracts with consumers
1. Offer and conclusion of contract
The order signed by the ordering party is a binding offer. TTI GmbH can accept this offer within two weeks by sending an order confirmation or by sending the ordered goods within this period.
2. Provided documents
TTI GmbH reserves the copyright and all property rights to all documents provided to the ordering party in connection with placing the order, such as e.g. calculations, drawings etc. also in electronic form. These documents may not be made accessible to third parties unless TTI GmbH gives the ordering party the express written consent. If the offer is not accepted by the ordering party within the deadline specified in §1, all documents must be returned to TTI GmbH immediately.
3. Prices and terms of payment
a. Statutory value-added tax is included in the prices. Delivery, packaging and shipping costs are billed separately.
b. Payment of the total purchase price shall be made exclusively to the bank account stated by TTI GmbH. The deduction of a discount is only permitted on the basis of express written agreement.
c. Unless otherwise agreed, the total purchase price shall be paid within 14 days after delivery. Interest on arrears will be charged at a rate of 5% above the respective base rate per annum. The assertion of a higher claim for damages caused by delay remains unaffected. In the event that TTI GmbH asserts a higher claim for damages caused by delay, the ordering party has the opportunity to prove that the claim did not occur at all or that it occurred at a significantly lower amount.
4. Offsetting and right of retention
The ordering party is only entitled to offset if its claims have been legally established or are undisputed. The ordering party shall nev-ertheless be entitled to offset against counterclaims resulting from the same purchase contract.
The ordering party is only entitled to exercise a right of retention if the counterclaim is based on the same contractual relationship.
5. Delivery time
a. Insofar as no binding delivery date has expressly been agreed, delivery time or delivery periods are exclusively non-binding information.
b. The beginning of the delivery time stated in the order presupposes that the obligations of the ordering party have been fulfilled properly and in a timely manner. The defense of non-performance of the contract remains reserved.
c. If a non-binding delivery date or delivery period has been exceeded by two weeks, the ordering party is entitled to request TTI GmbH in writing to deliver within a reasonable time. If TTI GmbH culpably fails to meet an explicit delivery date/delivery period or if TTI GmbH gets in delay for any other reason, the ordering party is entitled to set a reasonable grace period to perform the service. If TTI GmbH allows the grace period to pass without result, the or-dering party is entitled to withdraw from the purchase contract.
d. If the ordering party falls in default of acceptance or if she in-fringes other obligations to cooperate culpably, TTI GmbH is entitled to demand compensation for any damages incurred as a result, including any additional expenses. Further claims remain reserved. The ordering party on its part reserves the right to prove that the damage in the amount claimed did not occur at all, or that it occurred at a significantly lower amount. The risk of coincidental loss or coincidental deterioration of the item purchased transfers to the ordering party at the point in time at which the customer is in default of acceptance or payment.
e. Any further legal claims and rights of the ordering party due to delayed delivery remain unaffected. The liability provisions in ac-cordance with §7 No. 5, 6 and 7 of these General Terms and Con-ditions shall apply accordingly.
6. Retention of title
a. TTI GmbH keeps ownership of delivered items until all claims resulting from the agreement have been paid in full.
b. As long as ownership has not yet transferred, the ordering party is obliged to handle the purchased item with care. If maintenance and inspection work need to be carried out, the ordering party shall carry out such work at its own cost and in a timely manner. As long as ownership has not yet transferred, the ordering party must in-form TTI GmbH immediately in writing if the delivered items is seized or exposed to other interventions of third parties.
7. Warranty claims and liability
a. Unless the information in our leaflets, advertisements and other offer documents has not been expressly designated as binding, the pictures or drawings contained therein shall only be regarded as approximate.
b. If the item delivered does not have the quality agreed between the ordering party and TTI GmbH or if it is not suitable for the pur-pose provided in the contract, or if it does not possess the proper-ties which the ordering party could expect according to the public statements made by TTI GmbH, TTI GmbH is obliged to provide a subsequent performance in accordance with the statutory regula-tions.
c. The ordering party initially has the choice of whether the subsequent performance is to be carried out by subsequent improvement or subsequent delivery. TTI GmbH is however entitled to refuse the type of subsequent performance chosen by the ordering party if disproportionately high costs are associated with and if and other means of supplementary performance will be without considerable disadvantages to the ordering party. Reduction of the purchase price or withdrawal from the contract by the ordering party are excluded during subsequent performance. Subsequent performance shall be considered as failed with the second unsuccessful attempt, unless something else results in particular from the nature of the item or the defect or the other circumstances. If the subsequent performance has failed or has been refused altogether, the ordering party may, at its own discretion, demand a reduction in the pur-chase price or withdraw from the contract.
The ordering party may only assert claims for damages based on a defect if the subsequent performance has either failed or been refused. The ordering party’s right to assert further claims for dam-ages remains unaffected.
d. Notwithstanding the aforementioned provisions and the subsequent limitations on liability, TTI GmbH shall be liable without limi-tation for any damage to life, body and health based upon negli-gence or an intentional breach of duty by the legal representatives or vicarious agents of TTI GmbH. Furthermore, TTI GmbH shall be liable for damages from claims asserted in accordance with the German Product Liability Act (Produkthaftungsgesetz), as well as for all damage resulting from intentional or grossly negligent viola-tions of the contract as well as malice.
e. TTI GmbH is only liable for damages caused by simple negli-gence, insofar as this negligence concerns the breach of such contractual obligations, the adherence of which is of particular im-portance for achieving the purpose of the contract (cardinal obliga-tions). These damages must typically be associated with this con-tract and must be predictable. Otherwise, TTI GmbH shall not be liable for simple negligent breaches of secondary obligations that are not considered as essential to the contract. The limitations of liability described shall also apply, insofar as the legal representa-tives, executives and other vicarious agents of TTI GmbH are af-fected.
f. Any further liability is excluded, irrespective of the legal nature of the asserted claim.
g. The warranty period shall be two years from the transfer of risk. This period shall also apply to any claims arising from any conse-quential damage, providing that no claims from tort have been as-serted.
8. Other information
a. This contract and all legal relationships between the parties shall be subject to the law of the Federal Republic of Germany, exclud-ing the UN Convention on Contracts for the International Sale of Goods (CISG).
b. Should individual provisions be or become ineffective or contain a loophole, the remaining provisions shall remain unaffected.