General terms and conditions of business and delivery, as of: 02/2023

1 Scope

(1) The following terms and conditions of business and delivery apply to all delivery transactions of TechniBike GmbH (hereinafter “TechniBike”) with customers who are entrepreneurs within the meaning of Section 14 of the German Civil Code (hereinafter “Buyer”).

(2) Deviating provisions, in particular the buyer's purchasing conditions, only become part of the contract if this is expressly agreed in writing or in text form (e.g. e-mail or fax).

(3) These terms and conditions of business and delivery also apply to all future transactions with the buyer, as long as they involve legal transactions of a related nature. 

2 Conclusion of contract

(1) TechniBike can accept orders that are to be viewed as an offer in accordance with Section 145 of the German Civil Code (BGB) within two weeks

(2) The contract is only concluded when the order confirmation is received by the buyer or when the goods are delivered to the buyer. 

3 prices

(1) The prices are ex works plus packaging and plus VAT.

(2) When the new product catalogs are published, the previous product catalogs become invalid. The current product ranges and purchase conditions apply, which are valid on the day the order is received.

(3) TechniBike is entitled to pass on a price increase to the buyer after conclusion of the contract if it is based on wage increases and increases in the cost of materials, in particular an increase in supplier prices, and the extent of the increase is in line with market practice and appropriate. If the price increase exceeds the usual market level, the buyer has the right to terminate the contract.

4 Payment / Packaging and Shipping

(1) Packaging costs, rental and wear fees for packaging material as well as costs for any return of the packaging material are borne by the buyer. TechniBike is entitled to deliver cash on delivery. Even if delivery is not cash on delivery, invoices are generally due immediately without deductions.

(2) Any shipping costs incurred are not included in the purchase price. These are shown separately and must be borne additionally by the buyer unless free shipping has been agreed. 

(3) Invoices are payable within 14 days less a 2% discount, within 30 days net cash from the date of invoice. Any cash discount will be calculated from the net invoice amount after deduction of discount, freight costs and other costs.

(4) TechniBike is not obliged to accept bills of exchange or checks in payment. If they are nevertheless accepted, acceptance will only take place on account of performance. The buyer is responsible for collection and discount costs as well as the bill of exchange tax. These costs must be reimbursed to TechniBike together with the invoice amount. TechniBike assumes no liability for timely presentation, protest, notification and return of the bill of exchange in the event of non-payment. 

5 Transfer of risk

When the goods are dispatched to the buyer, the risk of accidental loss and accidental deterioration passes to the buyer when the goods are handed over to the transporter.

6 Default of acceptance and payment / suspension of payments / application for insolvency

(1) If the buyer defaults on acceptance or culpably violates other obligations to cooperate, TechniBike is entitled to demand compensation for the resulting damage, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the goods passes to the buyer at the point in time at which the buyer is in default of acceptance or debtor.

(2) If the buyer exceeds a set payment deadline, default interest of 9 percentage points above the respective base interest rate will be incurred. In addition, a late payment fee of €40 will be charged. The contracting parties reserve the opportunity to prove that the actual damage was higher or lower.

(3) If the buyer is in default of payment with a claim, all other claims of TechniBike against the buyer can be made due.(4) In the event of late payment, suspension of payments or doubts about the buyer's solvency as a result of compulsory enforcement measures or an application for insolvency over the buyer's assets, TechniBike is entitled to demand advance payments or security or to withdraw from the contract.

7 Notification of Defects / Warranty

(1) If the buyer is a registered merchant, he is obliged to carefully inspect the goods immediately after delivery and to report defects to TechniBike in writing immediately - at the latest within five days of delivery. To meet the deadline, it is sufficient to send the notification to TechniBike on time. Otherwise, the goods are deemed to have been approved even with regard to this defect, unless it is a defect that was not recognizable during the inspection. Complaints regarding part of the delivery do not give rise to a complaint about the entire delivery.

(2) If the buyer is not a merchant but is an entrepreneur, the aforementioned obligations apply with the proviso that obvious defects in the goods must be reported in writing within two weeks of delivery. Obvious packaging and transport damage must be reported in writing within seven days of delivery.

(3) TechniBike offers no warranty for defects that are due to improper handling of the goods (e.g. modifications).

(4) In the case of modifications that change the condition of the goods, reestablish manufacturer status according to law or are prohibited by law, TechniBike is no longer liable as a manufacturer and the affected product specifications no longer apply.

(5) The buyer undertakes to inform his customers about the aforementioned regulations and to pass on these regulations accordingly by means of general terms and conditions, where permissible.

(6) If the goods are returned due to an alleged defect in TechniBike, the delivery must be accompanied by a precise description of the defect. Furthermore, the goods including accessories must be returned in the original packaging if possible. Otherwise, TechniBike is entitled to claim damages, to return the item for a fee or to charge for the additional effort required to locate the error. Delays resulting from this violation will be borne by the buyer or the person responsible.

9 Liability

(1) TechniBike is liable for all culpably caused damage, including that of its representatives and vicarious agents, in the event of intent and gross negligence. In the event of injury to the body, life and health of a person, in the event of damage that falls under the Product Liability Act, in the event of a breach of cardinal obligations (cardinal obligations are those essential contractual obligations that make the execution of the contract possible and on whose compliance the contractual partner can honestly rely) as well If express guarantees are breached, TechniBike is also liable for slight negligence and therefore for any fault on the part of its representatives or vicarious agents. In the event of a breach of cardinal obligations, the amount of liability is limited to the foreseeable damage typical of the contract, unless another of the cases of extended liability listed above also applies.

(2) The provisions of paragraph 1 apply to all claims for damages, regardless of the legal basis.

(3) The buyer is obliged to limit liability for damages to non-merchants through appropriate contractual agreements, unless it involves injury to life, body or health, to gross negligence or intent. If its customers are entrepreneurs (supply chain), the buyer is obliged to pass on the restrictions listed in this section to them, to the extent permitted by law, or to ensure that its customers pass on the provisions accordingly.

10 Retention of title

(1) The delivered goods (reserved goods) remain the property of TechniBike until the purchase price and all other claims of TechniBike against the buyer from the ongoing business relationship have been paid in full (if payment is made by check or bill of exchange until they are redeemed). This regulation also applies to all future services.

(2) The buyer is obliged to treat the reserved goods with care until they have been paid for in full and to adequately insure them against fire, water and theft damage at their new value at their own expense.

(3) The buyer is not entitled to pledge the reserved goods to third parties or to assign them as security. The buyer, however, is entitled to sell the reserved goods or processed products in the normal course of business as long as he is not in default with his payment obligations. He is already assigning all of his claims against the purchaser from the resale to TechniBike to secure them. TechniBike accepts the assignment.

(4) The buyer is authorized and obliged to collect the claims in his own name on behalf of TechniBike as long as TechniBike does not revoke this authorization. This does not affect TechniBike's right to collect the claim itself. The buyer's authorization to collect expires without an express declaration from TechniBike if the buyer does not properly fulfill his payment obligations.

(5) If the buyer behaves contrary to the contract towards TechniBike, in particular if he defaults on payment, TechniBike can demand that the buyer disclose the assigned claims and the respective debtors, notify the respective debtors of the assignment and hand over all documents and provide all information to TechniBike that TechniBike needs to assert claims.

(6) The processing or transformation of the reserved goods by the buyer is always carried out on behalf of and on behalf of TechniBike. If the reserved goods are processed with other items that are not owned by TechniBike, TechniBike acquires co-ownership of the new item in the ratio of the value of the reserved goods to the other processed items at the time of processing. If the reserved goods are inseparably combined or mixed with other items that do not belong to TechniBike, TechniBike acquires co-ownership of the new item in proportion to the value of the reserved goods to the other connected or mixed items at the time of connection or mixing. If the connection or mixing takes place in such a way that the buyer's item is to be viewed as the main item, it is agreed that the buyer transfers co-ownership to TechniBike proportionately. TechniBike accepts this transfer. The buyer will keep the resulting sole ownership or co-ownership of the item for TechniBike.

(7) If the reserved goods are seized or are subject to other interventions by third parties, the buyer is obliged, as long as ownership has not yet been transferred to him, to inform the third party of TechniBike's ownership rights and to notify TechniBike immediately in writing so that TechniBike can enforce its ownership rights . The buyer is liable to TechniBike for the legal or out-of-court costs incurred in this context, unless the third party is in a position to reimburse TechniBike for these costs.

(8) TechniBike undertakes to release the security to which TechniBike is entitled at the buyer's request if its value exceeds the claims to be secured by more than 20%. 

11 Right of retention / offsetting / assignment

(1) The assertion of retention rights from other transactions, including ongoing business relationships, by the buyer is excluded unless the assertion is undisputed or legally established.

(2) Offsetting by the buyer is excluded unless the assertion is undisputed or legally established.

(3) TechniBike has the right to assign its claims against the buyer to a third party.

12 Subject to change

TechniBike reserves the right to make technical changes within the quality tolerance range as well as customary deviations; Illustrations and descriptions may differ from the goods delivered. 

13 Legal action against buyers

The buyer must bear all fees, costs and expenses incurred in connection with any successful legal proceedings against him outside Germany. 

14 Final Provisions

(1) For all disputes between TechniBike and the buyer arising from the contractual relationship, the exclusive place of jurisdiction is TechniBike's registered office in Daun. However, TechniBike is entitled, at its discretion, to sue the buyer at his general place of jurisdiction.

(2) Place of fulfillment is TechniBike’s registered office in Daun.

(3) All agreements made between the parties for the purpose of executing this contract must be in writing. No verbal additional agreements have been made.

(4) German law applies exclusively to the contractual relationship - excluding the UN Convention on Contracts for the International Sale of Goods.

(5) If any of the above conditions are invalid, this will not affect the validity of the remaining conditions.