General Terms of Service

§ 1 General/Validity

(1) The deliveries, services and offers provided by Thomas-Krenn.AG are based exclusively on these Terms
and Conditions of Business (hereinafter also termed GTC).
(2) These GTC are a constituent part of all the contracts Thomas-Krenn.AG concludes with its contractual
partners (hereinafter also termed “ordering parties or customers”) in respect of the deliveries or services
offered by the former.
(3) The GTC also apply to all future deliveries, services or offers provided to the given customer, even if
they are not specifically agreed for the future deliveries, services or offers concerned.
(4) The Terms and Conditions of Business of the customer or any third parties do not apply, even if Thomas-Krenn.AG does not explicitly refuse to accept their validity in the individual case concerned.
(5) Even if Thomas-Krenn.AG refers to a letter in which the Terms and Conditions of Business of the customer
or a third party are included or refers to them in their own right, this does not mean that the former
accepts the validity of the Terms and Conditions of Business concerned.

§ 2 Offers and Conclusion of contract

(1) Such offers, deliveries and services as are provided by Thomas-Krenn.AG are to be addressed exclusively
to entrepreneurs, persons subject to public law and special funds subject to public law.
(2) The presentation of the company’s goods and the granting of the possibility of ordering on its Internet
website does not equate to a binding offer having been submitted on the part of Thomas-Krenn.AG.
(3) Not until the customer places an order does the offer represent a request for the conclusion of a contract.
The customer is then sent a confirmation of the receipt of the order by way of an e-mail being sent
to the e-mail address specified by the former (confirmation of order) immediately after the order has been
placed. This confirmation of order does not represent an acceptance of the customer’s offer, but instead
is only intended to inform the latter that his order has been received by us. The contract comes into effect
by way of a separate confirmation of order or the dispatch of the goods within three days on the part of
Thomas-Krenn.AG. The customer is informed of the dispatch of the goods concerned.
(4) a) The legal relationship between Thomas-Krenn.AG and the customer is subject exclusively to the
contract concluded via the online shop of Thomas-Krenn.AG including the General Terms and Conditions of
Business set out here.
b) This contract lays down all the agreements made between contracting parties in respect of the object
of contract. Any verbal assurances made by Thomas-Krenn.AG prior to the conclusion of this contract are
deemed to be legally non-binding. Any additions and amendments to the agreements made including these
Terms and Conditions of Business must be agreed in writing for them to become effective. With the exception
of managing directors or authorised signatories, no members of staff of the vendor are entitled to make
any verbal assurances deviating from the Terms and Conditions set out here. An agreement in writing can
also take the form of a communication via fax or e-mail.
(5) Details provided by Thomas-Krenn.AG in respect of the delivery or service concerned (e.g. weights,
dimensions, usage values, load capacity, tolerances and technical data) as well as our representations of
same (e.g. drawings and illustrations) are only approximately authoritative insofar as the usability of the
products or services concerned for the contractually intended purpose does not require exact compliance.
They are not guaranteed characteristic features, but instead descriptions or identification of the given
delivery or service. Standard deviations and such deviations as occur on the basis of statutory regulations
or represent technical improvements as well as the replacement of components via equivalent parts are
admissible insofar as they do not impair the usability of the products or services concerned for the contractually
intended purpose.
(6) Thomas-Krenn.AG reserves its ownership of the copyright to all the offers and cost estimates it submits
as well as to all the drawings, calculations, brochures, catalogues, models, tools and other documents and
aids it provides to the customer. The customer may not make these items accessible to third parties either
as such or in respect of their content, publicise same, use or reproduce them himself or via third parties
without the vendor’s explicit consent. He is to return them in full to Thomas-Krenn.AG if asked by the latter
to do so and to destroy any copies that may have been made if they are no longer needed by him for the
proper and orderly conducting of his business or if negotiations do not lead to the conclusion of a contract.

§ 3 Prices and Payment

(1) The prices apply to the scope of services and deliveries set out in the confirmations of order. Any additional
or special services are to be charged separately. The prices are quoted in euros ex-works plus packaging,
statutory value-added tax, customs duties in the case of deliveries for export as well as any other
fees and public charges.
(2) Insofar as the agreed prices are based on the list prices stipulated by Thomas-Krenn.AG and the delivery
is to be supplied later than four months after the conclusion of contract, the list prices stipulated by Thomas-Krenn.AG at the time of the supply of the delivery (minus any percentage or fixed discount agreed) are
to apply.
(3) Invoice amounts are due for payment with immediate effect in the absence of any written agreement
to the contrary. The receipt of payment by Thomas-Krenn.AG is authoritative for the date of payment.
Checkes are deemed to be valid as payment once they have been redeemed. Should the customer default
on payment, the outstanding amounts are subject to interest payments at a rate 8% above that of the base
rate prevailing at the time with effect of the default of payment; the assertion of claims to interest payments
in excess of this and further damages in the case of default remains unaffected.
(4) The offsetting of counterclaims on the part of the customer is only admissible or a right of retention on
the part of the customer due to such claims only exists insofar as the counterclaims concerned are undisputed
or legally binding.
(5) Thomas-Krenn.AG is entitled to execute or render such deliveries or services as are still outstanding
against prepayment or the provision of collateral only if such circumstances become known to it after the
conclusion of contract as are capable of reducing the customer’s creditworthiness to a significant extent
and via which payment of the outstanding receivables owed to Thomas-Krenn.AG by the customer on the
basis of the contractual relationship concerned (including those from other individual orders subject to the
same outline contract) is put at risk.

§ 4 Delivery and Delivery Times

(1) Deliveries are to occur on an ex-works basis.
(2) The periods and deadlines announced by Thomas-Krenn.AG are deemed to only apply approximately
unless a fixed period or deadline has been assured or agreed explicitly. Insofar as a dispatch has been
agreed, the delivery periods and deadlines apply to the point in time at which the goods are handed over to
the forwarding agent, freight carrier or other third party appointed to transport the goods concerned.
(3) Thomas-Krenn.AG may – notwithstanding its rights arising from any default on the part of the customer
– demand an extension of the delivery and service periods or a postponement of the delivery and service
deadlines by the period of time during which the customer fails to meet his contractual obligations vis-à-vis
Thomas-Krenn.AG.
(4) Thomas-Krenn.AG cannot be made liable for the impossibility of delivery or for delays in delivery insofar
as they have been caused by major force or such other events as were not foreseeable at the time of
contract conclusion (e.g. operating disruptions of any kind, difficulties in respect of the sourcing of materials
or energy, transportation delays, strikes, legally valid lock-outs, shortage of workers, energy or raw materials,
difficulties in respect of the procurement of any regulatory permits required, regulatory measures or
the failure to provide deliveries either at all or correctly or on time on the part of the suppliers) and were not
the responsibility of Thomas-Krenn.AG. Insofar as such events make the provision of deliveries or services
difficult to a significant degree or impossible and the hindrance concerned is not only of a temporary nature,
Thomas-Krenn.AG is entitled to withdraw from the contract. In the case of hindrances of a temporary
nature, the delivery or service periods are extended or the delivery or service deadlines are postponed by
the period during which the hindrance exists plus a reasonable period of lead time. Insofar as the customer
cannot reasonably be expected to accept the delivery or service due to the given delay, he may withdraw
from the contract providing he gives the vendor immediate, written notification to this effect.
(5) Thomas-Krenn.AG is entitled to provide part deliveries only if
- part deliveries are useful to the customer in respect of the contractually intended purpose,
- the supply of the remaining part of the delivery concerned is assured and
- the customer does not incur additional expense or costs of any significance as a result (unless Thomas-Krenn.AG declares itself to be prepared to pay the amounts concerned).
(6) In the event that Thomas-Krenn.AG is in arrears with the provision of a delivery or service or unable to
provide the delivery or service for whatever reason, the liability of Thomas-Krenn.AG in respect of payment
of compensation is limited to that set out in § 8 of these General Terms and Conditions of Business.

§ 5 Place of fulfillment, Dispatch, Packaging, Transfer Risk, Acceptance of delivery

(1) The place of fulfillment for all obligations arising from the contractual relationship is deemed to be Freyung,
Germany in the absence of any agreement to the contrary. Should Thomas-Krenn.AG also be responsible
for the provision of installation services, the place of fulfillment in this respect is deemed to be a place at
which the installation services concerned are to be rendered.
(2) The type of dispatch and packaging used is to be left to the dutiful discretion of Thomas-Krenn.AG.
(3) The transfer of risk to the customer is to occur no later than the point in time at which the object to be
supplied is handed over to the forwarding agent, freight carrier or other third party appointed to transport
the goods concerned, whereby the commencement of the loading process is authoritative. This also
applies in cases where part deliveries are to be supplied or Thomas-Krenn.AG has agreed to render other
services (e.g. dispatch or installation). If the dispatch or hand-over of the given goods is delayed due to
such circumstances as are the responsibility of the customer, the risk is transferred to the latter as from the
date on which Thomas-Krenn.AG is ready to dispatch and has notified the customer to this effect.
(4) Any storage costs incurred after the transfer of risk are payable by the customer. In the event that Thomas-Krenn.AG renders the storage services concerned, the storage costs amount to 1.5% of the invoice
amount in respect of the delivery items in store per full week of storage. Both parties reserve the right to
assert and prove that the storage costs actually incurred are higher or lower than those mentioned above.
(5) The consignment is to be insured by Thomas-Krenn.AG against theft and breakage as well as against
damage in transit, by fire and water and against any other insurable risks at the express wish of the customer
and at his expense.
(6) Insofar as acceptance of delivery is required, the purchase items are deemed to have been accepted if
- the delivery and, insofar as Thomas-Krenn.AG is responsible for rendering installation services, the installation
have been completed,
- Thomas-Krenn.AG has notified the customer to this effect, informed him of
his acceptance of delivery duties in accordance with § 5 (6) as set out here and asked him to perform his
acceptance of delivery duties,
- twelve working days have elapsed since the delivery or installation or the customer has started making
use of the purchase item (e.g. the equipment supplied has been put into operation) and in such cases six
working days have elapsed since the delivery or installation, and
- the customer has failed to perform his acceptance of delivery duties within this period for any reason
other than that in respect of a defect notified to Thomas-Krenn.AG that makes usage of the purchase item
either impossible or is a significant hindrance to its usage.

§ 6 Warranty

(1) The warranty period amounts to one year from delivery or, insofar as acceptance of delivery is required,
from acceptance of delivery.
(2) The items supplied are to be carefully examined immediately after delivery to the customer or to a third
party appointed by same. They are deemed to have been accepted if Thomas-Krenn.AG does not receive
written notification (§2 no. 4b) of a defect in respect of an obvious defect or such other defects as become
apparent by way of an immediate, careful examination within seven working days of the delivery of the
purchase items or otherwise within seven days of the discovery of the defect or the point in time at which
the defect becomes evident for the customer by way of normal usage of the item delivered without closer
examination being required. At the request of Thomas-Krenn.AG, the item delivered and subject to the
complaint concerned is to be returned to Thomas-Krenn.AG at the customer’s expense. In the event that
the complaint proves to be justified, Thomas-Krenn.AG is to reimburse the cost of the most favourable means
of dispatch; this does not apply insofar as the costs are higher due to the fact that the item supplied is
being used at a location other than that intended for its use.
(3) In the case of material defects in respect of the item(s) supplied, Thomas-Krenn.AG is obliged and
entitled to remedy the defect or replace the item(s) concerned as it sees fit by way of a choice to be made
within a reasonable period of time. In the event that correction of the defect or the replacement of the
item(s) concerned fails due to the impossibility, unreasonableness, refusal or inappropriate delay in respect
of the correction or replacement concerned, the customer may withdraw from the contract or reduce the
purchase price to an appropriate extent.
(4) Thomas-Krenn.AG may also render services in the form of maintenance provided on a remote basis.
(5) The services concerned do not have to be rendered by Thomas-Krenn.AG personally, but can also be
rendered by a service partner or other agent appointed by Thomas-Krenn.AG to this end.
(6) Should a defect be attributable to the responsibility of Thomas-Krenn.AG, the customer is entitled to
demand compensation in accordance with the provisions set out below under § 8.
(7) In the case of defects in respect of components made by other manufacturers that Thomas-Krenn.AG
may not remedy for legal, licensing reasons or other defacto reasons, Thomas-Krenn.AG is to assert its
warranty claims vis-à-vis the manufacturer and supplier for account of the customer or assign them to the
customer as it sees fit. Warranty claims against Thomas-Krenn.AG exist in the case of such defects given
compliance with the other relevant requirements and in accordance with the provisions set out in these
General Terms and Conditions of Business only if the legal enforcement of the above-mentioned claims vis-à-
vis the manufacturer and supplier is unsuccessful or, due to insolvency for example, has no prospect of
success. For the duration of the legal dispute, the limitation of the customer’s given warranty claims vis-à-vis
Thomas-Krenn.AG is to be postponed.
(8) The warranty is to lapse if the customer modifies the item supplied or has it modified by a third party
without the consent of Thomas-Krenn.AG, fails to observe the manufacturer’s operating or maintenance
instructions, uses materials that do not comply with the original specifications, thus rendering the rectification
of the given defect(s) either impossible or unreasonable. In all such cases, the additional costs incurred
by way of rectification of the given defect(s) are payable by the customer.
(9) The supply of used items agreed with the customer on a one-off basis is to occur to the exclusion of any
warranty whatsoever.
(10) Third-party products are excluded from return.

§ 7 Intellectual property rights

(1) In accordance with the provisions set out under this section (§ 7), Thomas-Krenn.AG is responsible for
ensuring that the item supplied is free of intellectual property rights or copyright owned by third parties.
Each contracting party is to notify the other contracting party in writing without delay in cases where claims
are asserted against the part concerned in respect of the violation of such rights.
(2) In the event that the item supplied violates the intellectual property rights or copyright owned by a third
party, Thomas-Krenn.AG has the choice of either modifying the item supplied or replacing it at its expense
such that third party rights are no longer violated with the item concerned still fulfilling its contractually
agreed functions, or of obtaining usage rights for the customer by way of the conclusion of a licence contract.
Should it fail to do this within a reasonable period of time, the customer is entitled to withdraw from
the contract or reduce the purchase price to an appropriate extent. Any compensation claims the customer
may assert are subject to the provisions set out under § 8 of these General Terms and Conditions of Business.
(3) In the case of any violation of rights via products made by other manufacturers but supplied by Thomas-Krenn.AG, Thomas-Krenn.AG has the choice of asserting its claims vis-à-vis the manufacturers and
suppliers concerned for account of the customer or of assigning them to the customer. Claims against
Thomas-Krenn.AG exist in such cases in accordance with the provisions set out here under § 7 only if the
legal enforcement of the above-mentioned claims vis-à-vis the manufacturers and suppliers concerned is
unsuccessful or, due to insolvency for example, has no prospect of success.

§ 8 Liability for payment of compensation on grounds of culpability

(1) The liability of Thomas-Krenn.AG for payment of compensation, for whatever legal reason, but above all
for the impossibility or default of delivery, defective or incorrect delivery, breach of contract, neglect of duty
in connection with the contract negotiations or unlawful acts, insofar as the former is to blame in respect of
the above, is limited in accordance with the provisions set out here under § 8.
(2) Thomas-Krenn.AG is not liable
a) in cases of ordinary negligence on the part of its governing bodies, legal representatives, employees or
other agents;
b) in cases of gross negligence on the part of its non-senior employees or other agents, insofar as no
breach of essential contractual obligations is involved. Essential contractual obligations include the obligation
to provide deliveries and installation services free of defects and on time as well as such advisory, protective
and care duties as are to facilitate the customer’s contractual use of the item(s) supplied or protect
the life, body and health of the staff of the customer or relevant third party or the customer’s property from
significant damage.
(3) Insofar as Thomas-Krenn.AG is liable to pay compensation in accordance with the provisions set out
under § 8 (2), the liability concerned is limited to such damages as Thomas-Krenn.AG foresaw at the time
of conclusion of contract as potential consequences of a breach of contract or could have foreseen giving
due consideration to circumstances that were known to it or must have been known to it and given the
application of a standard level of care and prudence. Moreover, such indirect damage and consequential
damage as are consequences of defects on the part of the item(s) supplied can only be reimbursed insofar
as the damage concerned can be typically expected given the correct usage of the item(s) concerned.
(4) In the case of liability in respect of ordinary negligence, compensation to be paid by Thomas-Krenn.AG
for damage to persons or property is limited to an amount of EUR 100,000.00 per claim even if a breach of
essential contractual obligations is involved.
(5) In the case of liability in respect of ordinary negligence, the liability for data loss is limited to the expense
incurred by way of such typical restoration activities as would have been required given the regular creation
of back-up copies in accordance with the level of risk concerned.
(6) The above-mentioned exclusions and limitations of liability apply to the same extent in favour of the
governing bodies, legal representatives, employees or other agents of Thomas-Krenn.AG.
(7) Insofar as Thomas-Krenn.AG provides technical information or is active in an advisory capacity, and the
information or advice concerned is not included in the contractually agreed scope of services to be rendered
by Thomas-Krenn.AG, this is to occur free of charge and to the exclusion of any liability whatsoever.
(8) The limitations set out here under § 8 do not apply to the liability of Thomas-Krenn.AG in respect of wilful
behaviour, guaranteed characteristic features, damage to life, body or health, or provisions set out under
the Product Liability Act.

§ 9 Reservation of ownership

(1) Until such time as all claims (including all balance claims arising from the current account) as Thomas-Krenn.AG is entitled to for any legal reason whatsoever vis-à-vis the customer either now or in the future,
Thomas-Krenn.AG is to be granted the following collateral that is to be released on request and as it sees
fit insofar as the value of the collateral exceeds that of the receivables by more than 10% on a sustained
basis.
(2) The goods are to remain the property of Thomas-Krenn.AG until such time as all the secured receivables
have been paid in full.
(3) The processing or conversion of the goods is to occur at all times on behalf of Thomas-Krenn.AG as their
manufacturer, without any obligation in respect of them, however. Should the (co-)ownership of the goods
on the part of Thomas-Krenn.AG lapse due to their combination with other goods, the agreement is already
concluded herewith that the (co-)ownership of the item(s) thus created on the part of the customer is assigned
to Thomas-Krenn.AG on a pro rata valoris basis (invoice value). The customer is to take custody of the
(co-)ownership of Thomas-Krenn.AG free of charge. Goods to which Thomas-Krenn.AG is entitled to (co-)
ownership are to be termed hereinafter goods subject to the retention of title.
(4) The customer is entitled to process and sell the goods subject to the retention of title by way of an
ordinary and proper business transaction as long as he is not in default. He is not allowed to pledge them
or assign them as security. Any claims arising from their resale or based on any other legal grounds (insurance,
unlawful action) with regard to the goods subject to the retention of title (including all balance claims
arising from the current account) are already to be assigned herewith in full by the customer to Thomas-Krenn.AG by way of collateral. Thomas-Krenn.AG grants him the revocable authorisation to collect the
receivables assigned to Thomas-Krenn.AG for his account and in his own name. This authorisation in respect
of collection can only be revoked if the customer fails to meet his payment obligations in a proper and
orderly manner.
(5) In the case of claims being asserted by third parties in respect of the goods subject to the retention of
title, the customer is to inform them that the goods concerned are the property of Thomas-Krenn.AG and to
notify the latter of the occurrence without delay. Any costs and damage are payable by the customer.
(6) In the case of the customer behaving in violation of the contract - above all in respect of default of
payment - the vendor is entitled to withdraw from the contract and demand that the goods subject to the
retention of title be handed over.

§ 10 Software

Any software sold is of a standard type. Software is excluded from return.

§ 11 Obligations of the customer in respect to his own data security

Data security is not included in the scope of services provided by Thomas-Krenn.AG, but instead is the
responsibility of the customer, in the absence of any agreement to the contrary. The customer is take the
responsibility for securing all data.
Thomas-Krenn.AG recommends that back-up copies be created where necessary for files, programs, etc.
and that all data be additionally secured on external data storage media.

§ 12 Customer’s area of responsibility, further obligations, customer’s duty to provide assistance

(1) The customer’s area of responsibility includes the selection of products and their suitability for certain
purposes.
(2) The customer is obliged to support Thomas-Krenn.AG as far as possible in its rectification of defects or
rendering of services, with particular regard to the notification of necessary information, the preparation of
error reports if required, the granting of access to products and the communication of any other information
that may be needed for the rendering of services on the part of Thomas-Krenn.AG relevant to warranty
provision and/or any other services required.
(3) The customer is to remove all such components as were not installed by Thomas-Krenn.AG insofar as
this is required for the purposes of service rendition in respect of warranty provision and/or any other necessary
services.

§ 13 General service, On-Site service

(1) General service provision including local services are to be provided by Thomas-Krenn.AG or by service
partners appointed by Thomas-Krenn.AG. Response times are to be agreed on an approximate basis and
may vary in individual cases due to accessibility, product location or the unavailability of spare parts / components,
in the event that no fixed response times have been agreed.
(2) Local services are to be rendered on the basis of a separate contractual relationship. The contract concerned
governs service provision in addition to the guaranteed processing of existing claims. Local service
provision is not obliged to be successful. Warranty claims in accordance with § 6 can be asserted simultaneously
or subsequently.
(3) The scope of local service provision does not encompass such spare parts and components as are not
required for the retention of the given product’s functionality such as hinges and cosmetic parts as well as
frame and housing parts. Should such services nevertheless be rendered free of charge, then this is done
as a goodwill gesture and does not constitute any acknowledgement of legal obligation. The claims and
terms relevant to warranty as well as the claims and terms relevant to liability remain unaffected by this.
(4) Moreover, the scope of local service provision does not include services for which claims in respect of
material damage are excluded in accordance with the above provisions, the replacement of floppy discs,
the elimination of any computer viruses on the customer’s premises, configuration work, the replacement
of consumables, product location changes, preventive maintenance (servicing), work that is unnecessary
for repairing the item(s) concerned, work on the customer’s electrical environment, software and /or data
adoption. Should such services nevertheless be rendered free of charge, then this is done as a goodwill
gesture and does not constitute any acknowledgement of legal obligation. The claims and terms relevant to
warranty as well as the claims and terms relevant to liability remain unaffected by this.
(5) Both general services and those rendered locally can be provided via the telephone or via the internet
on a remote basis. The claims and terms relevant to warranty as well as the claims and terms relevant to
liability remain unaffected by this.
(6) In the event that components/equipment are replaced, Thomas-Krenn.AG acquires ownership of the
components/equipment removed/replaced by way of the act of removal/replacement.
(7) The terms and conditions stipulated by the given manufacturer apply exclusively to third-party products.

§ 14 Final provisions

(1) The place of jurisdiction for any disputes arising from the business relationship between Thomas-Krenn.AG and the customer is either Freyung (Lower Bavaria, Germany) or the court responsible for the customer’s registered office, as Thomas-Krenn.AG sees fit, in the case of any claims asserted vis-à-vis the customer. As far as claims asserted against Thomas-Krenn.AG are concerned, Freyung is deemed to be the exclusive place of jurisdiction or Passau, insofar as the regional court is responsible for such cases.
Mandatory, statutory requirements in respect of exclusive places of jurisdiction remain unaffected by this
provision.
(2) The relations between Thomas-Krenn.AG and the customer are subject exclusively to the law of the Federal
Republic of Germany. The United Nations’ Convention on Contracts Governing the International Sale
of Goods dated 11 April 1980 (CISG) does not apply.
(3) Insofar as the contract and these General Terms and Conditions of Business have failed to include certain
provisions, then the contracting parties agree to fill the gaps with such legally valid provisions as they
would have agreed on taking account of the economic objectives of the contract and the purpose of these
General Terms and Conditions of Business, had they known that the provisions concerned were missing.
Important to note:
The customer is aware that Thomas-Krenn.AG stores data arising from the contractual relationship in
accordance with the provisions set out under § 28 German Data Protection Act for the purposes of data
processing and reserves the right to forward the data to third parties (e.g. insurance companies) insofar as
this is necessary for contract fulfillment purposes.

Updated: 19.11.2012

General Terms and Conditions  agb_en.pdf [74 KB]

Thomas-Krenn.AG
Speltenbach-Steinäcker 1
94078 Freyung
+49 (0) 8551 9150-0  
+49 8551 9150 55

Passau District Court HRB (Commercial Register) 6790

Headquarters: D-94078 Freyung

Managing Director: Christoph Maier