General Terms and Conditions of Sale - Teqport Services GmbH


§ 1 Scope of application, form

  1. These General Terms and Conditions of Sale (GTCS) apply to all business relationships between TEQPORT Services GmbH (hereinafter: ‘TEQPORT’) and its customers (hereinafter also: ‘purchaser’). The GTCS only apply if the purchaser is an entrepreneur (Section 14 of the German Civil Code (Bürgerliches Gesetzbuch – BGB)), a legal entity under public law or a special fund under public law.
  2. These GTCSD shall apply in particular to contracts for the sale and/or delivery of movable items (‘goods’). Unless otherwise agreed, the GTCSD shall apply in the version valid at the time of the order of the customer or in any case in the version last provided to him in text form as a framework agreement for similar future contracts without TEQPORT having to refer to them again separately in each individual case.
  3. These GTCSD apply exclusively. Any general terms and conditions of business of the purchaser that deviate from, conflict with or supplement these GTCSD will only become part of the contract if and to the extent that TEQPORT has expressly agreed to their validity in writing. This requirement of consent applies in all cases, for example even if the purchaser refers to its general terms and conditions as part of the order and TEQPORT has not expressly objected to this.
  4. Individual agreements (e.g. framework supply contracts) and information in order confirmations from TEQPORT take precedence over the GTCSD. In case of doubt, trade clauses are to be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of the respective contract conclusion.
  5. Legally relevant declarations and notifications of the Purchaser with regard to the contract (e.g. setting of deadlines, notifications of defects, withdrawal or reduction) must be made in writing. The written form requirement within the meaning of these GTC includes written and text form (e.g. letter, e-mail). Statutory formal requirements and further evidence, in particular in the event of doubt as to the legitimacy of the declaring party, shall remain unaffected.
  6. References to the validity of statutory provisions are for the purposes of clarification only. The statutory provisions shall therefore apply even without such clarification, unless they are directly amended or expressly excluded in these GTCSD.


§2 Conclusion of contract

  1. Offers from TEQPORT are subject to change and non-binding. This also applies if TEQPORT has provided the purchaser with catalogues, technical documentation (e.g. descriptions, drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents, including in electronic form, to which TEQPORT reserves ownership and copyrights.
  2. The order of the goods by the customer is deemed to be a binding offer of a contract. Unless otherwise stated in the order, TEQPORT is entitled to accept this offer of a contract within 20 calendar days of its receipt by us.
  3. Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the customer.


§ 3 Delivery period and default in delivery

  1. The delivery period shall be stated by TEQPORT when the order is accepted or, if applicable, agreed individually. If this is not the case, the delivery period shall be approximately 8 weeks from the conclusion of the contract.
  2. If TEQPORT is unable to meet binding delivery deadlines for reasons for which TEQPORT is not responsible (non-availability of the service), TEQPORT shall inform the purchaser of this immediately and at the same time provide a new estimated delivery period. If the service is also not available within the new delivery period, TEQPORT is entitled to withdraw from the contract in whole or in part; TEQPORT will immediately refund any consideration already provided by the customer. Non-availability of the service may arise, for example, in the event of
    1. untimely delivery by TEQPORT's suppliers if TEQPORT has concluded a congruent hedging transaction,
    2. other disruptions in the supply chain, for example due to force majeure or
    3. if TEQPORT is not obliged to procure in individual cases.
  3. The occurrence of default in delivery is determined by the statutory provisions. However, a reminder from the purchaser is required in any case. If TEQPORT is in default of delivery, the purchaser can demand liquidated damages for the loss caused by the default. The flat-rate compensation shall be 0.5% of the net price (delivery value) for each full calendar week of delay, but not more than 5% of the delivery value of the goods delivered late. TEQPORT reserves the right to prove that the customer has not incurred any damage or only significantly less damage than the above flat rate.
  4. The rights of the customer in accordance with § 8 of these GTCSD and the statutory rights of TEQPORT, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.

§ 4 Delivery, transfer of risk, acceptance, default of acceptance

  1. Delivery is ex warehouse, which is the place of performance for the delivery and any subsequent performance. The goods may be sent to a different destination at the expense of the customer if otherwise agreed (sale to destination according to the buyer's instructions). In this case, TEQPORT is entitled to determine the type of shipment (in particular the selection of the transport company, shipping route and packaging).
  2. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon delivery. However, in the case of mail order purchases, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, shall pass to the customer upon provision or delivery of the goods to the carrier, freight forwarder or other person or company designated to carry out the shipment. If an acceptance procedure has been agreed, this is decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services also apply accordingly to an agreed acceptance procedure. If the customer delays acceptance, this is deemed to be the same as handover or acceptance.
  3. If the purchaser is in default of acceptance, fails to cooperate or if delivery is delayed for other reasons for which the purchaser is responsible, TEQPORT is entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this, TEQPORT shall charge a flat-rate compensation of 0.5% of the net price (delivery value) per calendar week or part week starting with the delivery period or, in the absence of a delivery period, with the notification that the delivery items are ready for dispatch, up to a maximum of 5% of the net price (delivery value) in the event of final non-acceptance. Both the right to prove greater damage and all statutory claims (in particular compensation for additional expenses, reasonable compensation, termination) remain unaffected; however, the lump sum is to be offset against further monetary claims. The purchaser is obliged to prove that TEQPORT has not incurred any damage at all or only significantly less damage than the above lump sum.


§ 5 Prices and payment terms

  1. Unless otherwise agreed in individual cases, our prices current at the time of the conclusion of the contract shall apply, ex warehouse, plus statutory value added tax, if applicable. Unless otherwise agreed, the customer shall bear the shipping and transport costs. Fees, customs duties, taxes or public levies that are payable under applicable law.
  2. Unless otherwise agreed, the purchase price is due and payable immediately upon invoicing and delivery or acceptance of the goods. However, TEQPORT is entitled at any time, including in the context of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. TEQPORT will declare a corresponding reservation at the latest with the order confirmation.
  3. Upon expiry of the above payment period, the customer shall be in default. During the period of default, interest shall be paid on the purchase price at the applicable statutory default interest rate. TEQPORT reserves the right to claim further damages for default. The claim for commercial maturity interest (Section 353 of the German Commercial Code (HGB)) against merchants remains unaffected.
  4. The purchaser is only entitled to rights of set-off or retention if its claim has been legally established or is undisputed. In the event of defects in the delivery, the purchaser's counterclaims, in particular in accordance with § 7 (6) sentence 2 of these GTCSD, remain unaffected.
  5. If it becomes apparent after the contract has been concluded (e.g. by filing for insolvency proceedings) that the purchase price claim is at risk due to the customer's inability to pay, TEQPORT is entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of specific items (custom-made items), TEQPORT can declare its withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.


§ 6 Retention of title

  1. TEQPORT retains ownership of the goods sold until full payment of all current and future claims arising from the purchase contract and an ongoing business relationship (secured claims).
  2. The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The customer must notify TEQPORT immediately in writing if an application is made to open insolvency proceedings or if third parties access the goods belonging to TEQPORT (e.g. seizures).
  3. If the customer acts in breach of contract, in particular if the customer fails to pay the purchase price due, TEQPORT is entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for surrender does not automatically include a declaration of withdrawal; TEQPORT is rather entitled to demand only the surrender of the goods and to reserve the right to withdraw. If the customer does not pay the purchase price due, TEQPORT may only assert these rights if TEQPORT has previously set the customer a reasonable deadline for payment without success or if the setting of such a deadline is unnecessary according to the statutory provisions.
  4. The customer is authorised until further notice in accordance with c. below to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition:
    1. The retention of title extends to the full value of the products resulting from the processing, mixing or combining of our goods, whereby TEQPORT is deemed to be the manufacturer. If the ownership rights of third parties persist in the event of processing, mixing or combining with their goods, TEQPORT shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.
    2. The purchaser hereby assigns to TEQPORT by way of security the claims against third parties arising from the resale of the goods or the product, in total or in the amount of the co-ownership share in accordance with the previous paragraph. TEQPORT accepts the assignment. The obligations of the purchaser set out in paragraph 2 shall also apply in respect of the assigned claims.
    3. The customer and TEQPORT are authorised to collect the claim. TEQPORT undertakes not to collect the claim as long as the customer meets its payment obligations, there is no defect in its performance and TEQPORT does not assert the reservation of title by exercising a right in accordance with paragraph 3. However, should this be the case, TEQPORT can demand that the customer notifies TEQPORT of the assigned claims and their debtors, provides all the information necessary for collection, hands over the associated documents and notifies the debtors (third parties) of the assignment. In addition, TEQPORT is entitled in this case to revoke the customer's authorisation to resell and process the goods subject to retention of title.
    4. If the realisable value of the securities exceeds the claims of TEQPORT by more than 10%, TEQPORT will release securities of its own choice at the request of the purchaser.


§ 7 Claims for defects by the customer

  1. The rights of the customer in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly/installation or defective instructions) are governed by the statutory provisions, unless otherwise specified below. In all cases, the statutory provisions on the sale of consumer goods (Sections 474 et seq. of the German Civil Code (BGB)) and the rights of the customer under separate guarantees, in particular those provided by the manufacturer, shall remain unaffected.
  2. The basis for liability for defects is, above all, the agreement made regarding the nature and the intended use of the goods (including accessories and instructions). All product descriptions and manufacturer's information that are the subject of the individual contract or that we have made public (in particular in catalogues or on our website) at the time of the conclusion of the contract shall be deemed to be an agreement on the nature of the goods in this sense. If the quality has not been agreed, the question of whether a defect is present or not shall be assessed in accordance with the statutory regulation (Section 434 (3) BGB). Public statements by the manufacturer or on its behalf, in particular in advertising or on the label of the goods, shall take precedence over statements by other third parties.
  3. In the case of goods with digital elements or other digital content, TEQPORT is only obliged to provide and, if necessary, update the digital content if this is expressly stated in a quality agreement in accordance with para. 2. TEQPORT does not accept any liability for public statements made by the manufacturer or other third parties.
  4. TEQPORT is generally not liable for defects that the customer is aware of when the contract is concluded or is not aware of due to gross negligence (Section 442 BGB). Furthermore, the customer's claims for defects presuppose that he has fulfilled his statutory inspection and notification obligations (Sections 377, 381 HGB). In the case of building materials and other goods intended for installation or other further processing, an inspection must always be carried out immediately prior to processing. If a defect becomes apparent upon delivery, inspection or at any later point in time, we must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within 3 working days of delivery and defects not recognisable during the inspection within the same period of time from discovery. If the customer fails to carry out the proper inspection and/or report defects, our liability for the defect not reported, not reported in time or not properly reported is excluded in accordance with the statutory provisions. This also applies to goods intended for installation, mounting or fitting if the defect only becomes apparent after the corresponding processing as a result of the breach of one of these obligations; in this case, the customer is not entitled to claim compensation for corresponding costs (‘removal and refitting costs’).
  5. If the item delivered is defective, TEQPORT can initially choose whether TEQPORT provides subsequent performance by remedying the defect (rectification) or by delivering an item that is free of defects (replacement delivery). If the type of subsequent performance chosen by TEQPORT is unreasonable for the customer in an individual case, the customer can reject it. The right to refuse subsequent performance under the statutory conditions remains unaffected.
  6. TEQPORT is also entitled to make the subsequent performance owed dependent on the purchaser paying the purchase price due. However, the purchaser is entitled to withhold a reasonable portion of the purchase price in relation to the defect.
  7. (The customer must give TEQPORT the necessary time and opportunity to provide the subsequent performance owed, in particular to hand over the goods for which a complaint has been made for inspection purposes. In the event of a replacement delivery, the customer must return the defective item at the request of TEQPORT in accordance with the statutory provisions; however, the customer does not have a right to return the goods. The subsequent performance does not include the dismantling, removal or uninstallation of the defective item or the installation, mounting or installation of a defect-free item if TEQPORT was not originally obliged to provide these services; the right of the customer to claim compensation for corresponding costs (‘dismantling and installation costs’) remains unaffected.
  8. If a defect actually exists, TEQPORT shall bear or reimburse the necessary expenses for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs as well as any dismantling and installation costs in accordance with the statutory provisions and these GTCSD. Otherwise, TEQPORT can demand compensation from the purchaser for the costs incurred as a result of the unjustified request for the rectification of defects if the purchaser knew or should have realised that there was no defect.
  9. In urgent cases, e.g. where operational safety is at risk or to prevent disproportionate damage, the purchaser has the right to rectify the defect itself and to demand that TEQPORT reimburse the expenses objectively required for this purpose. TEQPORT must be notified immediately, if possible in advance, of any such self-remedy. The right to self-remedy does not apply if TEQPORT would be entitled to refuse the corresponding subsequent performance under the statutory provisions.
  10. If a reasonable deadline to be set by the customer for the subsequent performance has expired without success or is dispensable under the statutory provisions, the customer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions. However, there is no right of withdrawal for an insignificant defect.
  11. Claims by the customer for reimbursement of expenses in accordance with § 445a para. 1 BGB are excluded, unless the last contract in the supply chain is a purchase of consumer goods (§§ 478, 474 BGB) or a consumer contract for the provision of digital products (§§ 445c p. 2, 327 para. 5, 327u BGB). Claims of the purchaser for damages or compensation for wasted expenditure (Section 284 BGB) shall only exist in accordance with the following Sections 8 and 9, even in the event of defective goods.


§ 8 Other liability

  1. Unless otherwise provided in these GTCSD including the following provisions, TEQPORT shall be liable in accordance with the statutory provisions for any breach of contractual and non-contractual obligations.
  2. TEQPORT is liable for damages and reimbursement of expenses, regardless of the legal basis, in the event of intent and gross negligence. In the event of simple negligence, TEQPORT is only liable, subject to statutory limitations of liability (e.g. diligence in its own affairs, minor breach of duty),
    1. for damages resulting from injury to life, limb or health,
    2. for damages resulting from the breach of a material contractual obligation (an obligation whose fulfilment is essential to the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, the liability of TEQPORT is limited to compensation for the foreseeable, typically occurring damage.
  3. The limitations of liability arising from paragraph 2 also apply to third parties and to breaches of duty by persons (including in their favour) for whose fault TEQPORT is responsible under statutory provisions. They do not apply if a defect has been fraudulently concealed or a guarantee has been provided for the quality of the goods and for claims of the customer under the Product Liability Act.
  4. The customer can only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if TEQPORT is responsible for the breach of duty. An unrestricted right of termination for the customer (in particular in accordance with §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.


§ 9 Limitation period

  1. Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery in accordance with § 4 para. 2). If acceptance has been agreed, the limitation period shall commence upon acceptance.
  2. If the goods are a building or an object that has been used for a building in accordance with its usual purpose and has caused the defectiveness of the building (building material), the limitation period shall be five years from delivery in accordance with the statutory regulation (Section 438 (1) no. 2 BGB). The further special statutory provisions on the statute of limitations (in particular Section 438 (1) no. 1, Section 76 (3), Sections 444, 445b77 BGB) shall also remain unaffected.
  3. The above limitation periods of the law governing sales also apply to contractual and non-contractual claims for damages by the customer that are based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the customer in accordance with § 8 (2) sentences 1 and 2 (a) and under the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.


§ 10 Export clause, foreign trade law

  1. The performance of the contract by TEQPORT is subject to the proviso that there are no obstacles to such performance due to national or international foreign trade law, embargoes, import restrictions and/or other sanctions. The relevant provisions of foreign trade law may be subject to adjustments and amendments, which is why they must always be applied in their currently valid version upon the conclusion of the contract and its execution.
  2. The goods are intended for initial marketing in the Federal Republic of Germany or, in the case of delivery outside the Federal Republic of Germany, in the agreed country of initial delivery (initial supplier country), unless otherwise contractually agreed with the customer.
  3. The customer must comply with all applicable provisions of the sanctions, embargo and (re-)export control laws, and in any case those of the European Union, the United States of America and any locally applicable legal system (collectively ‘export law’).
  4. Before any transaction with third parties regarding the goods supplied by TEQPORT (hardware and/or software and/or technology, including the associated documentation) (‘goods’) or the work and services provided by TEQPORT (including technical support of any kind) (‘services’), the customer shall check and ensure by means of suitable measures that
    • use, transfer or distribution of these goods and services by him, the brokering of contracts and the provision of other economic resources in connection with the goods and services does not violate export law – also taking into account any prohibition of circumvention (e.g. through unauthorised redirection) diversion); • the goods and services are not intended or made available for prohibited or non-civilian uses (armaments, nuclear technology, weapons or any other defence/military use);
    • he has checked all parties directly or indirectly involved in the receipt, use, transfer or distribution of the goods and services against all applicable (sanction) lists of export law regarding business transactions with the companies, persons or organisations named therein;
    • goods and services that are subject to goods-specific restrictions, as specified in the respective annexes to export law, are not exported illegally
      1. directly or indirectly (e.g. via countries of the Eurasian Economic Union (EAEU)) to Russia or Belarus, or
      2. sold to a third business partner who has not undertaken in advance not to export these goods and services to Russia or Belarus.
  5. The Purchaser shall, upon request, immediately provide all information and documents required for export or transfer under foreign trade law and comply with restrictions imposed by state authorities on import and export licences, in particular, for example, a re-export requirement.
  6. The customer is obliged, upon request, to provide TEQPORT without delay with appropriate and complete information about the specific end recipient, end use and end destination of the deliveries and services, in particular to issue so-called end-use certificates and send the originals to TEQPORT for submission to the relevant government agencies.
  7. If the customer transfers the purchased items supplied by TEQPORT to third parties, the customer is obliged to oblige these third parties in the same way as set out in the provisions of this § 10 and to inform them of the need to comply with such legislation. The products supplied by TEQPORT may only be accessed and used if the above checks and assurances have been carried out by the purchaser; otherwise the purchaser must refrain from the intended export and TEQPORT is released from its obligation to perform.
  8. The customer shall indemnify TEQPORT, its affiliated companies, suppliers and their respective representatives against all claims, fines and costs (including legal fees and expenses) arising from the culpable breach of the obligations under this Section 10 or the (alleged) violation of export law by the customer or their business partners and undertakes to compensate the provider for all damages and expenses incurred in this regard.


Section 11 Re-export ban

  1. The customer may not sell, export or re-export purchased items that are delivered under or in connection with this contract and that fall within the scope of Article 12g of Council Regulation (EU) No. 833/2014, either directly or indirectly, to the Russian Federation or for use in the Russian Federation, or carry out such actions for use in the Russian Federation or Belarus. The same shall apply to delivery items that are supplied under or in connection with this contract and fall within the scope of Article 8g of Regulation 765/2006 as amended. The customer may not sell, export or re-export these, either directly or indirectly, in Belarus or for use in Belarus.
  2. The Purchaser shall use its best efforts to ensure that the purpose of the above § 11 para. 1. is not defeated by third parties further down the chain of trade, including possible resellers.
  3. The customer undertakes to set up and maintain appropriate and expedient monitoring measures to identify any conduct by third parties in the downstream trade chain, including possible resellers, that would frustrate the purpose of the above Section 11 para. 1..
  4. Any breach of the provisions of sections 11 para. 1., 2. and 3. shall constitute a material breach of a fundamental term of this agreement and shall entitle TEQPORT to take appropriate action, including but not limited to
    1. demand a plan for remedying the breach of contract,
    2. withdraw from the contract or terminate it and
    3. assert a contractual penalty in the amount of the price of the re-exported goods or 1% of the contract value, depending on which value is higher.
  5. The purchaser shall inform TEQPORT without delay of any problems in the application of §§ 11 para. 1, 2 or 3, including any relevant activities of third parties that could frustrate the purpose of § 11 para. 1. At the request of TEQPORT, the purchaser shall provide TEQPORT with all information regarding compliance with the obligations under §§ 11 para. 1, 2 to 3 within two weeks of receipt of the request.
  6. The purchaser will indemnify TEQPORT, any affiliated companies and their representatives against any claims, lawsuits, damages, fines and costs arising from and in connection with a breach by the purchaser of the provisions in §§ 11 para. 1, 2 or 3.


§ 12 Choice of law, place of jurisdiction, severability clause

  1. These GTCSD and the contractual relationship between TEQPORT and the orderer are governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
  2. If the purchaser is a merchant as defined in the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive and international place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of TEQPORT. The same applies if the customer is an entrepreneur within the meaning of Section 14 BGB. However, TEQPORT is also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GTCSD or a prior individual agreement or at the general place of jurisdiction of the customer. Overriding statutory provisions, in particular regarding exclusive jurisdiction, remain unaffected.
  3. Should individual provisions of these terms and conditions or of the contract be or become invalid in whole or in part, the remaining provisions shall remain unaffected.



(As of: January 2025)

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