TimeWaver USA Co.
GTC

1. General – Scope

1.1 These GTCs for purchase and delivery shall apply only to product deliveries to Entrepreneurs. They are exclusively applicable to all future business relations, even if they are not expressly agreed again. Any other GTCs of an entrepreneur conflicting or deviating from the present GTCs of purchase and delivery will not be accepted unless we expressly agree in writing. These GTCs for purchase and delivery even apply if we carry out the delivery to the Entrepreneurs without reservation, being aware of conditions of the Entrepreneur conflicting or deviating from our purchase and delivery GTCs.
1.2 For services (especially training and seminars) separate terms and conditions apply.
1.3 Verbal agreements are not taken.
1.4 A contract shall be concluded only by a written order confirmation or immediate delivery by us. Payment by PayPal, instant bank transfer or payment in advance shall deem to be a conclusion as soon as the payment instruction was confirmed by the payment service provider or by the financial institution. An effective contract conclusion in the online shop shall be deemed always upon a completed and sent order.
1.5 The states determined in the service description (order confirmation), determine the characteristics of the item fully and completely.
1.6 Our statements in connection with these GTCs (e.g., service description, order confirmation, etc.) do not constitute an acceptance of a guarantee. In case of doubt only the written consent by us on the acceptance of a guarantee shall prevail.
1.7 Order changes are only possible in exceptional cases and only if the manufacturing has not started yet. Any costs due to order changes requested by the Entrepreneur shall be borne by him-/herself.

2. Offer – Offer documents

2.1 All our offers are without obligation, unless the contrary is determined.
2.2 Drawings, illustrations, dimensions and weights and other performance data are only binding if expressly agreed in writing.

3. Prices – Payment

3.1 Unless stated in the order confirmation or unless otherwise agreed, our prices are based on Incoterms 2020 „ex works“, including packaging.
3.2 All purchase orders must be paid in advance via wire transfer or PayPal.
3.3 We will ship the ordered products upon fully completed bank transaction of the payable price.
3.4 Applicable Sales Tax will be added to our prices; it is shown separately on the invoice at the statutory rate on the date of invoicing.
3.5 Unless stated in the order confirmation or unless otherwise agreed, the purchase price is payable net (without deduction) in advance. If the purchaser is in default of payment, we are entitled to demand an additional interest at the rate of 9% per anno above the standard bank interest rates. If we are able to prove a higher damage caused by default, we are entitled to such claim.
3.6 You are only entitled to offset rights if your counterclaims have been legally established and are undisputed or acknowledged by us. You are also entitled to exercise a right of retention insofar as a counterclaim is based on the same legal grounds.

4. Delivery time

4.1 The beginning of the quoted delivery time depends on the clarification of all technical questions.
4.2 We will be only responsible for the timely procurement of the purchase item if we get the purchase item or the necessary supplies on time. However, we will inform the Entrepreneur immediately about any unavailability or delayed availability of the delivery item or supplies. The burden of proof for a breach of duty in connection with the procurement of the item delivered to be our responsibility, is the responsibility of the Entrepreneur.
4.3 Compliance with our delivery obligation requires the timely and proper fulfillment of the obligations of the Entrepreneur. The defense of breach of contract is hereby reserved.
4.4 If the Entrepreneur is in default of acceptance or violates other obligations to cooperate, we are entitled to demand compensation for damages incurred by us, including arising additional expenses. Further claims are hereby reserved.
4.5 If the purchaser, in case of default of acceptance, does not fulfill his obligation of acceptance within a reasonable time after written request, we are entitled to refuse the performance of the contract and to claim damages for non-performance. In this case we are entitled, either to demand a lump sum of 20% of the agreed gross purchase price as a compensation, unless the Entrepreneur proves a lower damage, or we are entitled to demand compensation for the actually incurred damage by the Entrepreneur.
4.6 In case of Sec. 4.4 the risk of accidental loss or accidental deterioration of the product is the responsibility of the Entrepreneur from the date when s/he is in default of acceptance or due to debtor‘s delay.
4.7 Partial deliveries are permissible.
4.8 In case of force majeur or any other similar incident beyond our control the delivery date shifts accordingly. The contractual obligations remain unaffected.

5. Terms of delivery – Transfer of Risk

5.1 If the delivery is not carried out by us, all deliveries are carried out at the risk of the Entrepreneur, who is also responsible for insuring the ordered products. The transfer of risk takes place at the date of delivery by us to the shipping agent or the Entrepreneur.
5.2 Obvious transport damages must be claimed in writing immediately upon acceptance of the ordered products, hidden transport damages no later than fourteen days after the discovery at the delivering shipping agent.
5.3 In case of a dispatch by us, we reserve the right to choose the route of delivery and the shipping method.

6. Warranty and liability for any other defects

6.1 Guarantees are provided by us only in the context of individual-contractual agreements.
6.2 The obligation to examine the goods and to give notice of defects applies at all times.
6.3 We grant a warranty period for new goods and limit it – with the exception of claims for damages in accordance with Sec.7 of these GTCs and for the stationary hardware of TimeWaver Basis/Pro/PDA/BIZ/Coach/ RealTimeWaver and Frequency – of one year.
6.4 It is possible for the stationary hardware of TimeWaver Basis/Pro/PDA/BIZ/Coach/RealTimeWaver and Frequency to extend the warranty to up to 5 years from new purchase by separate agreement.
6.5 For used goods, the warranty is – with the exception of claims for damages according to Sec. 7 of these GTCs – completely excluded. Complaints cannot be further accepted when the products were purchased from so called second hand or special items and the usability of the products is not affected significantly. Defects, that are taken into account when purchasing, cannot be considered or interpreted as a warranty claim. Complaints about impairments which are unavoidable at the state of the art, such as unavoidable color variations do not constitute defects, as these occur neither due to the material nor the manufacturing. The same applies to minor variations in quality, weight, size, thickness, width, finish, pattern and color, as far as these are allowable according to a valid norm.
6.6 The warranty on repaired and refurbished devices is limited to 1 year, provided the repair is done by TimeWaver. Defects occurring after repairs due to wear and tear, improper handling or the effects of force are completely excluded from such warranty.
6.7 If there is a defect in the purchased item which we are responsible for, it is our discretionto accept such claim for repair or replacement. The expenses necessary for the supplementary performance bears the Entrepreneur, if they are increased due to the fact that the delivered item is transported to a place other than the premises of the Entrepreneur, unless the transport is in accordance with its intended use.
6.8 If a two-time repair or replacement fails, the Entrepreneur is entitled at his discretion to withdraw from the contract or request a reduction of the purchase price. Further claims are excluded. This applies in particular to claims for damages caused by the Entrepreneur.
6.9 If the Entrepreneur asserts rights, we exclude liability for damages – to the extent permitted by law.

7. Liability

7.1 We are fully liable according to the legal provisions for damages to life, body and health caused by a negligent or willful breach of duty by us, our legal representatives or our agents, or for damages that are covered by liability under the Product Liability Act. For damages that are not covered by sentence 1 and are based on intentional or grossly negligent breach of contract and bad faith by us, our legal representatives or our vicarious agents, we are liable according to legal regulations. In this case, however, the liability for damages is limited to foreseeable, typically occurring damage if we, our legal representatives or our agents did not act deliberately. In the extent to which we have given concerning the goods or any part thereof a quality guarantee, we are also liable under this warranty. For damages based on the lack of guaranteed quality, but do not directly affect the goods, we are only liable if the risk of such damage is clearly covered by the guarantee of quality.
7.2 We are also liable for damages caused by negligence insofar the negligence concerns the breach of such contractual obligations, which are relevant for the fulfillment of the primary contractual obligations from the Entrepreneur ś objectified perspective and that would significantly affect the performance success if they are disregarded. However, we are only liable if the damages are typically associated with the contract and are foreseeable.
7.3 A further liability is excluded regardless of the legal nature of the asserted claim; this applies particularly in regard to tort claims or claims for reimbursement of expenses in lieu of performance.
7.4 As far as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives and agents.

8. Withdrawal

We are entitled to cancel a sales contract at any time and without reminding if the assets of the Entrepreneur have deteriorated significantly and consequently the performance of the obligation of the Entrepreneur is at risk. These conditions are regarded as fulfilled if there are any suspensions of payment, enforcement measures due to claims for payment, bill and cheque protests against the Entrepreneur or if insolvency proceedings on the Entrepreneur’s assets are claimed or opened. These rights exist even if these conditions have already been existent when concluding the contract, but we were not aware of them at this time.

9. No withdrawal of the Entrepreneur

The Entrepreneur has no right of withdrawal within the prerequisites of Sec. 8 applicable to us.

10. Retention of title

10.1 We retain title to the products until receipt of all payments arising from the business relationship.
10.2 The Entrepreneur is obliged to treat the goods with care. In particular, s/he is obliged to insure the goods at his/her own expense against fire, water and theft damage to the reinstatement value.
10.3 In case of seizure or other interventions, the purchaser shall inform us immediately in writing so that we can take legal proceedings and/or actions. If the third party is not able to reimburse the judicial and extra-judicial costs of an action, the Entrepreneur shall be liable for any loss incurred by us.
10.4 The Entrepreneur is entitled to resell the products in the ordinary course of business; however, s/he assigns all claims to the amount of the final invoice (including any relevant Sales Tax) of our claim accruing to him/her from the resale against his customers or third parties, regardless of whether the goods were resold without or after processing. Even after assignment, the Entrepreneur remains entitled to collect this debt. Our authority to collect the debt ourselves remains unaffected. However, we undertake not to collect this debt as long as the Entrepreneur meets his/her payment obligations from the collected proceeds, is not in default of payment and particularly if there is no application for opening of insolvency proceedings or suspension of payments. If this is the case, we can demand that the Entrepreneur gives us the assigned claims of the debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) about the assignment.
10.5 The processing or transformation of the purchase product by the Entrepreneur is always done for us. If the purchase item is processed with other objects not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the item (final invoice amount including any relevant Sales Tax) to the other processed items at the time of processing. Apart from that, to the item created by processing applies the same as to the item delivered under retention of title.
10.6 The Entrepreneur also assigns to us the claims to secure our claims against him which accrue from the connection of the purchase item with a property to a third party.

11. Referrer

In case of a product order successfully generated by a referrer for a Entrepreneur to purchase our product the particular further GTCs are applicable to a referrer.

12. Applicable Law

Contractual relationships, to which these terms and conditions apply, are subject to the laws of the State of Florida/USA – the provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 are exempt.

13. Jurisdiction – Place of Performance 

13.1 For all disputes arising from the contractual relation- ship, if the customer is a merchant, a legal entity under public law or a special fund under public law, then the place of jurisdiction is our registered office in Florida/USA. However, we are also entitled to sue the Entrepreneur at his residence or place of business.
13.2 Place of performance for all disputes arising from this contract is our registered office unless otherwise specified in the order confirmation.

14. Severability clause

If individual provisions of these GTCs are not legally effective or lose their legal validity due to later circumstances or a gap in the contract becomes apparent, the validity of the remaining provisions shall not be affected. Instead of the invalid provision or to fill the gap, a reasonable provision shall be valid that, to the extent possible, comes closest to what the parties would have intended if they had considered this point.

The above GTCs are valid as of November 1st, 2022.