Terms and Conditions for business customers
Terms and Conditions of Sale and Delivery (GTC) of tinydomo – a brand of Hybristar Deutschland GmbH, Kirchstraße 23, 03172 Guben, Germany hereinafter referred to as “tinydomo”
1. General
a) Unless expressly amended or excluded with our written consent, our Terms and Conditions of Sale and Delivery (“GTC”) printed below shall apply to all our sales to entrepreneurs within the meaning of Sections 14, 310 (1) BGB (“Buyer”).
b) Individual agreements made in individual cases (including collateral agreements, supplements and amendments) shall take precedence over these GTC. A written contract or our written confirmation shall be authoritative for the content of such agreements.
c) Any other general terms and conditions of purchase and/or business of the Buyer shall not become part of the contract, even if we do not expressly object to them.
2. Offers
a) Our offers, price lists, illustrations, drawings, technical data and specifications of weights and dimensions are subject to change and non-binding unless they have been expressly confirmed by us in writing as binding. We shall only be bound by verbal or telephone declarations after we have confirmed them in writing.
b) Increases in customs duties, taxes, freight charges and other charges levied on the goods at the time of delivery shall be deemed to have been agreed
c) If an order received by us is not confirmed by us in writing within one month of its receipt, the buyer shall be entitled to withdraw the order without being able to assert any claims for damages against us.
3. Delivery times
a) Delivery shall be made within the agreed delivery period, which is usually 3 – 4 months after order confirmation by tinydomo and payment of the purchase price in the amount of 30 % of the purchase price by the buyer. Compliance with our delivery obligation requires the timely and proper fulfillment of the buyer’s obligations. The defense of non-performance of the contract remains reserved.
b) The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the buyer is required.
c) Any other general terms and conditions of purchase and/or business of the Buyer shall not become part of the contract, even if we do not expressly object to them.
d) Insofar as the requirements of section 3 c) are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the buyer at the point in time at which the buyer is in default of acceptance or debtor’s delay.
e) All effects for which we are not responsible (force majeure), e.g. force majeure, export and import bans, seizure and removal, war events, transport difficulties, strikes and lockouts, shortages of raw materials and energy, machine breakdowns, pandemics, etc., including at our suppliers, as well as incorrect or late delivery by our suppliers or sub-suppliers, shall release us from the obligation to deliver for the duration of the hindrance or its after-effects.
f) The events mentioned in section 3 e) entitle us to reasonably postpone the fulfillment of assumed obligations or to withdraw from the contract in whole or in part at our discretion. Claims of the buyer for damages or subsequent delivery are excluded.
g) The buyer is entitled to withdraw from the contract if a temporary disruption to the delivery options cannot be rectified within a period of 60 calendar days after the disruption occurs and the buyer has previously given us due notice of default in writing. The buyer’s declaration of withdrawal must be made in writing. Claims of the buyer for damages are excluded.
4. Transfer of risk and shipment
a) The goods shall be shipped DDP (current Incoterms), unless otherwise agreed in individual contracts.
b) The buyer must confirm receipt of the goods in writing upon delivery. Any damage or loss must be certified by the carrier on the consignment note immediately upon receipt of the goods and claims must be asserted. The Buyer may not refuse to accept deliveries due to insignificant defects.
5. Terms of payment
a) Unless expressly agreed otherwise (e.g. in offers), payment shall be made net and without any deduction no later than on the 10th calendar day, calculated from the invoice date, provided, however, that if the last day of the payment period falls on a day which is not a bank working day (a day other than Saturday, Sunday or another day on which commercial banks in Germany are authorized to close or are actually closed), the Buyer shall make the corresponding payment in full on or before the immediately preceding bank working day. Payment shall be deemed to have been made at the time when we can dispose of the funds.
b) Payments are only accepted by us if they are made by bank transfer or prepayment.
c) The Buyer shall only be entitled to set-off claims if his counterclaims have been legally established, are undisputed or have been recognized by us. The Buyer shall only be entitled to assert a right of retention on the basis of counterclaims arising from this contractual relationship.
d) Objections to invoices must be made in writing within one week of receipt. Failure to raise objections in good time shall be deemed approval. Legal claims shall remain unaffected in the event of justified objections, even after expiry of the deadline.
6. Default of payment
a) In the event of default of payment by the buyer, the relevant statutory provisions shall apply.
b) If the buyer is in arrears with a payment or has suspended his payments or if there are facts which are equivalent to a suspension of payments, we shall be entitled to demand advance payment or the provision of security. We may also demand the provision of security or payment prior to delivery of the order if there are changes in the assessment of the Buyer’s creditworthiness due to non-compliance with payment obligations, exceeding a certain credit amount or receipt of unfavorable information. In all these cases, we are also entitled to withdraw from current obligations or to defer them until full payment of outstanding claims.
c) In the event of default of payment, all outstanding claims shall become due immediately.
7. Defects
a) Claims for material defects shall become time-barred after 12 months. The above provision shall not apply if the law – e.g. pursuant to §§ 438 para. 1 no. 2 BGB and 476 para. 2 BGB – prescribes longer limitation periods.
b) In the event of a material defect within the limitation period, the cause of which already existed at the time of the transfer of risk, we may, at our discretion, (i) remedy the defect or (ii) deliver a defect-free item as subsequent performance. If an attempt at subsequent performance fails, we have the right to carry out a new subsequent performance at our discretion. Only if the repeated subsequent performance also fails shall the Buyer have the right to withdraw from the contract or to reduce the purchase price. In any case, the buyer must prove that the defect already existed at the time of delivery. Claims of the Buyer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs as well as any installation and removal costs, shall be governed by the statutory provisions. Insofar as the expenses claimed by the Buyer for subsequent performance are disproportionate in individual cases, in particular in relation to the purchase price of the goods in a defect-free condition and taking into account the significance of the lack of conformity (e.g. functional or aesthetic defect, contractually agreed use), we shall be entitled to refuse to reimburse these expenses. Disproportionality is deemed to exist in particular if the expenses claimed, in particular removal and installation costs, exceed 10% of the invoiced value of the goods or 10% of the reduced value of the goods due to the defect.
Expenses shall only be borne by us to the extent that they are proven and are not increased by the fact that the purchased item has been moved to a place other than the original place of performance.
c) Claims for defects on the part of the Buyer presuppose that the Buyer has duly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code) without delay, but at the latest within 14 days of delivery of the goods. In the event of an intended installation or attachment of the goods, the aforementioned inspection shall in any case be a simple (visual and functional) inspection of the external condition of the goods at the place of delivery. During the inspection, particular attention must be paid to whether the delivered goods correspond to the ordered goods. If a larger quantity of goods is delivered, a random inspection of the goods is sufficient, which is representative, based on the total quantity and can be reasonably carried out within the 14-day period for the notification of defects.
d) If the goods are accepted by the buyer without objection, a subsequent notice of defects shall be rejected as late, unless there are hidden defects which could not be detected immediately even on careful inspection.
e) Claims for subsequent performance shall not exist in the event of only insignificant deviations from the agreed quality, in the event of only insignificant impairment of usability or in the event of quality deviations customary in the trade. Further rights remain unaffected by this. We shall not be liable for the delivered goods being suitable for the purposes intended by the buyer.
f) The following are excluded from any liability for material defects: natural wear and tear or defects caused by damage, incorrect operation, handling or storage etc. after the transfer of risk.
g) Our obligation to pay damages and compensation for futile expenses within the meaning of Section 284 BGB due to material defects shall otherwise be governed by Section 9. Further claims or claims of the Buyer other than those regulated in this Section 7 due to material defects are excluded.
h) The provisions of this Section 7 shall apply accordingly to defects of title that are not based on the infringement of third-party property rights.
i) In the event of a reversal of the contract, the buyer is obliged to notify us before returning the goods so that we can authorize the corresponding process and assign him an RMA number. This procedure is for internal processing purposes only and does not affect or limit the validity of the buyer’s rights.
8. Patent, trademark and copyright law and product liability
a) In the event of (alleged) claims of third parties which are derived against the Buyer from the infringement of patent, trademark or copyright infringements or on the basis of product liability due to goods delivered by us under this contract, the Buyer must inform us immediately and comprehensively about such (alleged) claims and, at our request, leave the conduct of legal disputes (also out of court) to us – as far as possible. Under no circumstances shall the Buyer be entitled to conclude out-of-court or court settlements or agreements or to make other decisions or legally binding statements which could lead to the recognition of a legal obligation towards a third party without our prior consent.
b) Claims of the buyer are excluded if he is responsible for the infringement or product liability, or if he does not support us to a reasonable extent in the defense against third-party claims.
c) The use of tinydomo’s trademarked and copyrighted content is permitted until revoked by us.
9. Liability
a) We shall only be liable for damages and reimbursement of futile expenses within the meaning of § 284 BGB (hereinafter “damages”) due to breach of contractual or non-contractual obligations (i) in the event of intent or gross negligence, (ii) in the event of negligent or intentional injury to life (iii) due to the assumption of a guarantee of quality or durability, (iv) in the event of negligent or intentional breach of material contractual obligations, (v) due to mandatory liability under the Product Liability Act, or (vi) due to other mandatory liability
b) Compensation for the breach of material contractual obligations shall, however, be limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence or liability for injury to life, limb or health, mandatory liability under the Product Liability Act or the assumption of a quality guarantee.
c) Any further liability for damages other than that provided for in this clause 9 is excluded, irrespective of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for material damage pursuant to Section 823 BGB or for loss of profit.
d) Insofar as our liability for damages is limited or excluded, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives, vicarious agents, etc.
10. Reservation of title
a) The goods are sold subject to an extended reservation of title. Therefore, the delivered goods remain our property until full payment of the purchase price and until payment of all claims to which we are entitled now or in the future from all transactions with the customer, including all balance claims from current accounts and including all ancillary claims (in the case of payment by check or bill of exchange until they are honored).
b) The retention of title shall also secure such liabilities that are unilaterally established by the insolvency administrator by way of an election of performance.
c) In the event of processing or transformation of the delivered goods, it is hereby agreed that the goods shall remain our property at every stage of production. Processing or transformation shall always be carried out for us. The processed goods shall serve as our security in the amount of the value of the reserved goods. In the event of processing with other goods not belonging to us by the purchaser, we shall be entitled to co-ownership of the new item in the ratio of the value of the reserved goods to the processed goods at the time of processing.
d) This shall not apply in the cases of § 947 para. 2 BGB. Should we lose the right of ownership to the customer due to the installation or processing of the delivered item, it is agreed that the customer shall transfer the newly manufactured item to us as security and assign to us his claims against third parties which have arisen for him due to the processing of the item. Furthermore, a right of withdrawal is agreed for us in the event of an application for insolvency.
e) In the event of a petition for insolvency, the authorization to process or install the delivered goods shall be deemed revoked.
f) If the goods delivered by us are combined or mixed with other items, we shall be co-owners of the new item or the mixed stock.
g) The purchaser is obliged to store the reserved goods and the stocks with which they have been mixed or the objects with which they have been combined, as well as any new objects produced from them, for us with due commercial care.
h) The buyer is entitled to sell the goods subject to retention of title – regardless of their condition – but must pass on the retention of title to the extent we have drawn. If the resale takes place in connection with other production, our goods or the product manufactured with them must be clearly identified and listed as separate invoice items.
i) The buyer hereby assigns to us his claims from the resale of the reserved goods with all ancillary rights to secure all our claims from the respective business relationship.
j) As long as the buyer duly meets his payment obligations to us, he is authorized to collect the claims assigned to us from the resale; he may not dispose of such claims by assignment. The proceeds due to us from the assignment shall be forwarded to us immediately upon receipt.
k) At our request, the Buyer shall inform its customers of the assignment of the purchase price claim and provide us with the information and documents required to assert our rights so that we can disclose the assignment and/or collect the claims assigned to us ourselves.
l) If the value of the securities to which we are entitled exceeds our total claims against the buyer by more than 10%, we shall be obliged to release securities of our choice at the buyer’s request.
m) The Buyer is prohibited from pledging or assigning by way of security the goods subject to retention of title, the stocks mixed with them, combined objects or manufactured new objects. The buyer must inform us immediately of any seizure or any other impairment of our rights by third parties.
n) The taking back of our reserved goods shall not be deemed a withdrawal from the contract.
11. Secrecy
The Buyer shall be obliged for an unlimited period of time to maintain secrecy about business and trade secrets as well as about information designated as confidential which becomes known to him in connection with the offer, the order or the delivery. Disclosure to third parties not involved in the execution of the order may only take place with our prior written consent.
12. Applicable law, place of jurisdiction and place of performance
a) All legal relationships between us and the Buyer shall be governed exclusively by German law to the exclusion of the conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
b) The place of jurisdiction for all disputes arising from or in connection with this contract is Guben. However, we are also entitled to sue the buyer at the place of jurisdiction responsible for him. Any exclusive place of jurisdiction shall take precedence.
c) The place of performance for deliveries and services shall be the respective agreed place of delivery of the purchased item. The place of performance for all obligations of the Buyer shall be Guben.
Last update: 06-2025
