General Conditions of Sale of TTI, Inc.
Branch Office Germany

1. General / Scope of application

1. All sales shall be governed exclusively by these General Conditions of Sale of TTI (GTC). TTI does not recognize any terms and conditions of the purchaser that conflict with or deviate from these GTC unless TTI has expressly agreed to their validity in writing signed by both parties, whether physically or digitally to their applicability. Any terms and conditions of the purchaser that conflict or deviate from these GTC are hereby rejected. TTI’s GTC will remain valid for the respective legal transaction even if TTI, carries out the delivery to the purchaser without reservation in the knowledge that the Purchaser´s Terms and Conditions conflict or deviate from its GTC.
2. The conclusion of a contract shall not fail due to conflicting GTC. Insofar as conflicting terms and conditions correspond, the agreed terms will apply. In addition, those Terms and Conditions of TTI that are not contradicted by conflicting terms and conditions of the purchaser’s general terms and conditions, will be deemed agreed. However, the provisions of the purchaser’s general terms and conditions that do not match the content of TTI’s GTC will not become part of the contract. In all other cases, the provisions of the German Civil Code [BGB] apply.
3. Agreements between TTI and the Purchaser that deviate from these GTC must be made in writing (signed by both parties, whether physically or digitally). The waiver of the written form requirement must also be in writing
4. TTI is a distributor only in the B2B sector. By placing an order the customer confirms bindingly that they are acting in a commercial capacity; for European Union customers also by transmitting their VAT ID. TTI’s Conditions of Sale only apply to companies (Section 14 of the German Civil Code [BGB]), legal entities under public law and special funds under public law as defined by Section 310 of the German Civil Code [BGB].
5. If the purchase is made in the TTI Webshop, the specific General Conditions of Sale for the Webshop of TTI, Inc., Subsidiary Germany, deposited in the Webshop will apply exclusively.

2. Acceptance of orders

All purchase orders and their changes must be accepted in text form by a duly authorized representative of TTI. A fictitious acceptance whereby unopposed orders are deemed to have been accepted does not take place.
Unilateral changes to the order by the purchaser are ineffective.

3. Contract rescission / order cancellation

Orders accepted by TTI may not be cancelled unilaterally by the purchaser, but only with the approval/consent in text form of TTI, regardless of the reason for cancellation or rescission and without limitation of the rights and/or damage compensation claims to which TTI is thus entitled, unless the contracting party is entitled to a legal right of rescission. The purchaser shall be at liberty to prove that TTI did not incur any damages or that the damages incurred were lower; TTI is at liberty to claim higher damages.

Special orders of merchandise that are not ordinarily in stock or are produced according to the manufacturer or customer specification (e.g. NCNR) cannot be cancelled or rescinded.

4. Prices and terms of payment

1. Unless otherwise indicated in the order confirmation, TTI’s prices shall be from TTI’s registered office or ex-factory (from manufacturer's site) or from warehouse site, exclusive of packaging and shipping, which shall be billed separately. Packaging costs are to be borne by the purchaser even if TTI takes back the packaging upon the purchaser’s request.
2. The statutory value added tax is not included in the prices; it will be shown separately on the invoice at the statutory rate on the date of delivery or performance.
3. The deduction of discounts requires separate written agreements. A unilateral discount deduction by the purchaser will not be recognized by TTI.
4. The total gross invoice amount is due for payment without deduction within 30 days of the invoice date. Default in payment begins 30 days after receipt of the invoice, unless otherwise agreed in an individual contract. the date of payment shall be the date of receipt by TTI. If the purchaser is in payment arrears, TTI is entitled to claim default interest at the applicable statutory default interest rate of 9% p.a. above the respective base interest rate of the European Central Bank, section 288 II BGB). If TTI is able to prove higher damages due to delay, it shall be entitled to assert them. However, the purchaser shall be entitled, to prove to TTI that TTI has incurred no or substantially less damage as a consequence of the default in payment.
5. In the event of a charge-back or a declined payment, the purchaser must pay all fees and expenses incurred as a result. TTI may set off all payments received from the purchaser against the purchaser’s liabilities towards TTI arising from this or any other transaction, regardless of any other purpose of purchaser. The acceptance of a partial payment does not constitute a waiver by TTI of the entire payment of all outstanding amounts owed by the purchaser to the seller.
6. TTI may refuse to supply merchandise on deferral of payment at any time. Deliveries made to the purchaser against payment on delivery or similar are subject to these Terms and Conditions of Sale.
7. The purchaser may declare offsetting against TTI´s claims only if it’s counterclaims have been legally established, are undisputed, or have been acknowledged by TTI.
8. Unless otherwise agreed, TTI reserves the right to unilaterally increase the sales price for merchandise ordered from TTI if TTI’s costs rise due to price increases by TTI’s suppliers, including due to currency fluctuations, and if the merchandise has not yet been shipped from TTI’s headquarters. In the event of a price increase by the suppliers, the selling price quoted to the purchaser will be increased by the same percentage by which TTI’s costs for the merchandise have increased due to the Supplier´s price increase.
9. All merchandise that is classified as or becomes classified as “Allocated” or “Market Constrained” by an Original Component Manufacturer (“OCM”) will be subject to price review and revision and/or removal from the Agreement. If the TTI’s supply of Product hereunder becomes allocated/constrained and TTI is unable to ship the full quantity of merchandise to the purchaser as ordered, TTI shall use its best efforts to deliver available quantities of merchandise to the Purchaser. TTI will inform the purchaser as soon as possible.

5. Delivery time, delivery and transfer of risk

1. TTI is obligated solely to deliver merchandise only after clarification of all technical matters. If the merchandise is to be manufactured according to the customer’s specifications, TTI is not obligated to manufacture and deliver until final production release by the purchaser. This does not apply to the production and delivery of merchandise according to manufacturer’s specifications. This requires the timely and proper fulfillment of all agreed and other obligations of the Purchaser.
2. The indication of delivery times by TTI is non-binding, unless they are expressly marked as binding in text form.
3. The risk of accidental loss and accidental damage of the merchandise shall pass to the purchaser at the latest upon handover. In the case of sale by dispatch, however, the risk of accidental loss and accidental damage of the merchandise as well as the risk of delay shall pass upon delivery of the merchandise to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply mutatis mutandis to an agreed acceptance. Hand-over and/or acceptance shall be equivalent if the purchaser is in default of acceptance.
4. If the purchaser is in default of acceptance or violates other obligations to cooperate, TTI is entitled to demand compensation for the resulting damages, including any additional expenses. In this case, the risk of accidental loss or accidental damage of the merchandise will also be transferred to the purchaser at the time at which the purchaser is in default of acceptance. Likewise, the purchaser shall be in default of acceptance and liable for the accidental loss of the merchandise if it is prevented from accepting the merchandise due to Force Majeure. Force Majeure on the side of the purchaser shall not entitle it to rescind the contract or release it from the obligation to accept delivery.
5. TTI is not responsible for any delay in delivery or performance due to reasons beyond its control. Such reasons include - without limitation – Force Majeure, actions taken or refrained from by the purchaser or by civil or military authorities, fire, strike, epidemics, quarantine regulations, natural disasters such as floods, earthquakes, riots, war, transportation delays etc., lack of supply of TTI´s suppliers due to bottlenecks in the manufacturing or supply chain, the impossibility to purchase the merchandise from the usual commercial sources, performance disruptions or delays at TTI’s suppliers or the inability to obtain labor, materials or supplies. In the event of a delay, the contractually agreed delivery date will be extended by the period corresponding to the time lost due to such delay, without TTI incurring any liability for damages or contractual penalties. This exclusion of liability does not apply in the event of impairment to body, life and/or health.
6. TTI is entitled to refuse or delay the delivery of merchandise if the purchaser fails to make payments due to TTI, regardless of whether such amounts are the result of the same or another contractual relationship with TTI.
7. TTI may deliver the merchandise at any time or in several partial deliveries within the period specified in the respective order.
8. All prices quoted and merchandise shipped are delivered Free Carrier (FCA - Incoterms 2020) from TTI´s warehouse in Gernlinden near Munich, or the Manufacturer´s place (for drop-shipped products), unless otherwise agreed upon in writing. This means in particular that the statutory regulations of sale by dispatch in accordance with Section 447 of the German Civil Code [BGB] applies. This means that the purchaser must bear all expenses and risk of loss or damage from the time at which the merchandise leaves the warehouse or the place of manufacture. Title to the merchandise, subject to the provisions in paragraph 9, and the risk of loss, damage and accidental destruction pass to the purchaser when TTI hands over the merchandise to the carrier for shipment. Unless otherwise authorized in writing by TTI, the purchaser will pay all freight and shipping costs, as well as any applicable insurance premiums for shipment of the merchandise. Unless the purchaser instructs otherwise, TTI may select the carrier, shipping method and transportation route itself.
9. Deliveries to destinations outside the delivering region (classification by TTI into North America, EMEA and APAC) require a minimum order value of EUR 200.00 or USD 250.00 and a minimum value per “line” of EUR 25.00 or USD 25.00.

6. Transport insurance

If expressly so requested by the purchaser when placing the order, TTI will provide transport insurance coverage for the merchandise shipment; the costs incurred in this respect will be paid by the purchaser.

7. Warranty for defects

1. The purchaser’s rights under the warranty require that the purchaser has properly fulfilled its inspection and notification obligations under Sections 377, 381 of the German Commercial Code [HGB]. The purchaser must inspect the merchandise entirely, irrespective of whether the delivery only constitutes a transit transaction for the purchaser. that the merchandise shall be deemed to have been accepted by the purchaser if it has not refused acceptance within a reasonable period of time. Such period is 10 days from receipt of the merchandise. TTI does not waive its right of objection of late notification of defects. Claims due to delay in delivery are excluded unless they are made prior to receipt of the merchandise. Merchandise acceptance constitutes a waiver of any claim due to delay in delivery. Return shipments will only be accepted if a “Return Material Authorization” has been obtained from TTI in advance. Merchandise must be returned in the original packaging according to the instructions of the office that issued the aforementioned authorization. The return of merchandise in electrostatic packaging will only be accepted if such packaging has not been opened.
2. The basis for liability for defects is above all the agreements made regarding the quality and the intended use of the merchandise (including accessories and instructions), if available. All product descriptions and manufacturer's specifications which that are the subject of the individual contract or were made public by TTI (in particular in catalogs or on the Internet homepage) at the time of the conclusion of the contract are considered an agreement on quality in this sense. Insofar as the quality was not agreed, it is to be assessed according to the legal regulation whether a defect exists or not (§ 434 Para. 3 BGB). Public statements made by the manufacturer or on its behalf, in particular in advertising or on the label of the merchandise, take precedence over statements made by other third parties.
3. To the extent permitted by law, TTI disclaims any warranty for merchandise sold to the purchaser, as well as any warranty of fitness for a particular purpose. TTI agrees to assign to the purchaser any transferable warranties received by TTI from the manufacturer of the merchandise sold to the purchaser. Value-Added work performed by TTI will conform to the purchaser’s applicable specifications for such work.
4. Insofar as TTI is obliged to provide a warranty, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery, in deviation from § 438 para. 1 no. 3 BGB. If acceptance has been agreed, the limitation period shall commence upon acceptance. The above limitation periods shall also apply to contractual and non-contractual claims for damages of the purchaser based on a defect of the merchandise, unless the application of the regular statutory limitation period (Sections §§195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the purchaser under the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods. Suspension or resumption of the limitation periods is excluded.
5. TTI is not obliged to provide or procure merchandise beyond the scope of warranty. In particular, TTI is not obliged to provide any spare parts. TTI is also not obliged to provide merchandise for the life of the Buyer’s products or any integrated subsystem.
6. If the purchased merchandise has a defect for which TTI is responsible, TTI is entitled, at its discretion, to remedy the defect or provide a replacement delivery. In the event of defect correction of the product, TTI is obligated to bear the expenses necessary for the purpose defect rectification of the delivered product, insofar as such costs are not increased by the fact that the merchandise was moved to a location other than the place of fulfillment. TTI will not waive the right to rectification, even if the transaction is urgent for the purchaser. The rectification of defects and/or the warranty for defects does not include the expenses for the removal of the defect item, or the expenses for its reinstallation. TTI will not bear these costs; Section 439, Paragraph 3 of the German Civil Code is expressly waived in this respect.
7. Unless otherwise stated further down, including § 8 below, further claims by the purchaser, regardless of their legal grounds, are excluded. TTI is therefore not liable for damages that did not occur to the item itself; in particular, TTI is not liable for loss of profit or other financial losses to the purchaser. TTI is in no case liable for indirect, incidental or consequential damages.
8. The Purchaser´s compensation due to a claim on its part is limited to the purchase price paid by it for the merchandise, irrespective of the nature of the claim, either under warranty or under the contract. In particular, claims by the purchaser for reimbursement of expenses pursuant to Section 445a (1) BGB are excluded, unless the last contract in the supply chain is a consumer merchandise purchase (Sections 478, 474 BGB) or a consumer contract for the provision of digital products (Sections 445c sentence 2, 327 (5), 327 u BGB). Claims of the purchaser for damages or reimbursement of futile expenses (§ 284 BGB) shall only exist in accordance with the following subsections 9 and 10, even in the event of defects in the goods.
9. TTI will bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs and, if applicable, removal and installation costs, in accordance with the statutory provisions and these Terms and Conditions of Sale, if a defect actually exists. Otherwise, TTI can demand reimbursement compensation from the purchaser for the costs arising from the unjustified request to remedy the defect, if the purchaser knew or could have known that there was actually no defect.
10. In urgent cases, e.g. if operational safety is at risk or to prevent disproportionate damage, the purchaser has the right to remedy the defect itself and to demand reimbursement from TTI for the objectively necessary expenses. TTI must be notified immediately, if possible, in advance, of such a self-remedy. The right of self-remedy does not exist if TTI would be entitled to refuse a corresponding subsequent performance according to the legal regulations.
11. In all cases, the statutory provisions on the sale of consumer goods (§§ 474 et seq. BGB) and the rights of the purchaser arising from separately issued guarantees, in particular on the part of the manufacturer, remain unaffected.
12. All claims for damages shall become time-barred after one year, unless this is contrary to applicable law.

8. Aggregate liability

1. Any further liability for damages is excluded hereby, regardless of the legal nature of the asserted claim. This does not apply in cases of injury to life, body or health as far as these injuries are based on an intentional or negligent breach of duty on the part of TTI or from a willful or negligent breach of duty by TTI or a legal representative or vicarious agent of TTI. The above applies mutatis mutandis to damages arising from any significant breach of a material contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, liability is limited to compensation for foreseeable, typically occurring damages. Furthermore, liability for other damages that are based on an intentional or grossly negligent breach of duty by TTI or a legal representative or vicarious agent of TTI is not excluded.
2. The stipulation contained in paragraph 1 does not apply to claims pursuant to Sections 1 and 4 of the German Product Liability Act. Any possible obligations of TTI to indemnify the purchaser from third-party claims only exist insofar as they are mandatory under the German Product Liability Act. The same applies in the event of initial inability or acceptable impossibility.

9. Retention of ownership

1. TTI retains ownership of the purchased merchandise until receipt of all payments from the supply contract; the purchaser recognizes TTI´s simple and extended retention of Title. In the event of breach of the contract by the purchaser, especially default in payment, TTI is entitled to take back the purchased item. The physical repossession of the merchandise by TTI, without repossessing title, does not constitute a rescission of the contract unless TTI has expressly declared this in text form. However, the repossession of title of the merchandise by TTI always constitutes a rescission of the contract. After taking back the purchased item, TTI is entitled to sell it; the proceeds from the sale are offset against the purchaser´s liabilities, minus reasonable selling expenses.
2. The purchaser is obliged to store the merchandise properly and treat it with care full payment has been made. The object of sale subject to retention of title may not be pledged by the purchaser to third parties or assigned as security before the secured claims have been fully paid.
3. In the event of seizures or other interventions by third parties, the purchaser must notify TTI immediately in writing to enable TTI to file an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO). In particular, the purchaser is obligated to inform the ownership status of the items to the enforcement body. Insofar as the third party is not able to reimburse TTI for judicial and extrajudicial expenses associated with an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the purchaser shall be liable for the loss incurred by TTI.
4. The purchaser is entitled to resell the merchandise in the ordinary course of business. The purchaser hereby assigns to TTI all payments in the amount of the final invoice amount (including VAT) that accrue to it from the resale against its customer or third parties, regardless of whether the merchandise was resold without or after processing. The purchaser remains authorized to collect such payments even after the assignment. TTI's authorization to collect the payment itself remains unaffected thereby. Nevertheless, TTI undertakes to refrain from collecting the payment as long as the purchaser fulfils its payment obligations from the agreed proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, however, TTI may demand that the purchaser inform TTI of the assigned claims and their respective debtors, provide all information necessary for collection, hand over the associated documents, and notify the debtors (third parties) of the assignment. In this case, TTI is also entitled to revoke the purchaser’s authorization to resell and process, transform or blend the purchased item subject to retention of title.
5. The processing or modification of the merchandise by the purchaser will always be carried out for TTI. If the merchandise is processed with other objects that do not belong to TTI, TTI will acquire co-ownership of the new object in the ratio of the value of the object of purchase to the other processed objects at the time of processing. Otherwise, the same applies to the item created by processing as to the purchased item delivered under reservation of title.
6. If the merchandise is inseparably combined with other objects that do not belong to TTI, TTI will acquire co-ownership of the new item in the ratio of the value of the purchased item to the other combined objects at the time they are combined. If they are combined in such a way that the purchaser's item is considered the main item, it is agreed that the purchaser will transfer proportionate co-ownership to TTI. The purchaser holds the resulting sole property or co-ownership for TTI.

10. Patents, infringements

TTI makes no representation that merchandise sold to the purchaser is free from any lawful third-party claim of infringement or violation of any patent, trademark or the like, and disclaims all warranties and liability whatsoever in the event of infringement in connection with the merchandise. The purchaser recognizes this exclusion of liability. It is the purchaser´s responsibility to ensure that the products it sells in the respective countries do not violate any third-party rights. In the event of a claim of infringement, the purchaser agrees to contact only the manufacturer or licensor of the merchandise. In addition, purchaser agrees to indemnify, defend, and hold TTI harmless from and against any amounts, costs, expenses, and legal fees incurred or paid by TTI to the seller, as a result of any claim, cause of action, or judgement that TTI may be required to pay arising out of the use, alteration, or improvement of the merchandise acquired by the purchaser, unless such utilization, alteration, or improvement has been authorized in writing by the manufacturer or licensor of the merchandise.

11. Assembly and installation

The purchaser shall be solely responsible for assembly, installation, and operation of the merchandise sold hereunder, including - without limitation - obtaining any permits, licenses or certificates required for assembly, installation, operation and distribution of such merchandise.

12. Potential use of Merchandise in Medical Applications

1. In connection with any anticipated use of Merchandise by Purchaser in medical applications, unless otherwise confirmed in a written agreement executed by duly authorized representatives of TTI, Purchaser acknowledges and agrees that:
2. Merchandise sold by TTI are manufactured to the original component manufacturers specifications under normal industrial conditions and have not been designed, manufactured, tested, or qualified for use in certain medical applications (including life support systems). TTI has not sought or received any rulings from official bodies or any other federal, state, or local government agency as to the safety, effectiveness, or appropriateness of the Merchandise for use in such applications. Therefore, it is the sole responsibility of Purchaser in contemplating, evaluating and/or intending to use of the Merchandise in medical applications to: a) rely on Purchaser’s own medical and legal judgment without any representation on TTI’s part; and b) ensure Purchaser’s compliance with all applicable laws, regulations, codes and standards.
3. Purchaser will indemnify, defend, and hold harmless TTI and its officers, directors, employees, agents, and contractors from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or based upon any bodily injury or property damage arising from Purchaser’s incorporation of the Merchandise as part of any product made by Purchaser for medical applications, including without limitation cardiac pacemakers, defibrillators, electrodes, leads, and programmers, and components therefore. TTI shall give Purchaser written notice of any such claim and shall cooperate in the defense of such claim at Purchaser’s expense.

13. Technical advice and data

Any technical advice offered or given in connection with the use of the merchandise is provided as a courtesy to the purchaser free of charge, and TTI shall have no responsibility or liability whatsoever for the content or, application of such advice. The purchaser may not utilize, reproduce or disclose any technical data provided or disclosed by TTI without TTI´s prior written approval. This does not apply to the assembly, installation, operation and maintenance of the merchandise acquired by the purchaser. Any information and statements regarding RoHS and REACH compatibility are based solely on the specifications provided by the manufacturer.

14. Software

Any computer software to be supplied to the purchaser by TTI shall be provided by way of license directly to the purchaser by the owner of the software or by third parties in accordance with a separate licensing agreement or other arrangement. The purchaser acknowledges receipt of a separate contract in which the license is granted for the software supplied to the purchaser. The purchaser acknowledges that TTI is not a party to any such license to provide software. The purchaser agrees to address directly to the licensor for any claims for maintenance or support or breach or warranty in connection with software provided pursuant to these Terms.

15. Rights of the seller

1. In the event of late payment by the purchaser, the purchaser shall pay all costs incurred by TTI in collecting amounts owed to it by the purchaser, including reasonable legal fees and collection feeds. TTI is entitled to assign its claims against the purchaser to third parties or / and to have them collected by third parties.
2. If TTI waives its rights in the event of breach of these terms and conditions or in case of default in payment, this shall not deemed a waiver in case of subsequent violations or omissions.

16. Agreement and amendment/extension of the agreement

The present agreement constitutes the sole and entire agreement between the parties with regard to the subject matter hereof and supersedes all prior or contemporaneous agreements between them, whether written or oral, regarding that subject matter. Previous transactions between the parties and procedures customary in the industry shall govern the interpretation or amendment of any provision hereof. Acceptance or tolerance in the case of a performance under this Agreement shall not be authoritative for determining its meaning, even if the accepting or tolerating party had knowledge of the nature of performance and an opportunity to object. Any subsequent amendment to this agreement will be binding upon TTI only if made in writing and signed by both the purchaser and TTI. Assignments of this agreement or the rights arising from it by the purchaser are only valid with the written consent of TTI.

17. Purchaser’s Terms and conditions

1. TTI endeavors to serve its customers promptly and efficiently. Accordingly, TTI provides its merchandise and renders it’s services exclusively in accordance with the provisions and conditions set forth here-in.
2. Contract fulfillment by TTI depends on the consent of the purchaser to TTI's GTC, unless TTI expressly consents in writing to a different provision. In the absence of such an agreement, the service and/or delivery will begin only in the sense of a concession to the purchaser and this will not constitute or be construed as acceptance of any or all of the purchaser's terms and conditions.
3. If no contract is concluded in writing beforehand by mutual consent, then acceptance of the merchandise or services shall be deemed to be acceptance of the terms and conditions set out herein.

18 Export control

1. Goods purchased from Seller are subject to export control laws of the United States and the European Union, including laws administered by the U.S. Department of Commerce, Bureau of Industry and Security and U.S. Department of the Treasury, Office of Foreign Assets Control, as well as regulation promulgated by other governments (the “Regulatory Authority”), Buyer will not export or re-export Goods or technology to any country, individual, or entity under trade sanction or embargo administered by any Regulatory Authority and will refrain from doing business with any individuals or entities located in Cuba, Iran, North Korea, Syria, Venezuela, Russia, Belarus, as well as the Crimea, Donetsk, and Luhansk regions of Ukraine.
2. These Goods may be controlled by the Regulatory Authority and may be authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user, either in their original form or after being incorporated into other items, without first obtaining approval from the appropriate Regulatory Authority, or as otherwise authorized by applicable law and regulations.
   Buyer must comply with these laws, including licensing requirements for exports and re-exports of applicable Goods. These laws are extraterritorial and continue to apply to transactions that take place after the initial export, re-export, or transfer (in-country), even outside of the territory of the Regulatory Authority.
3. Buyer will not use these Goods in connection with nuclear, biological, or chemical weapons or missile systems capable of delivering same, or in the development of weapons of mass destruction.
   Please note that while Buyer’s purchase from Seller may not require a license, particularly within the United States, the use or export of the final Goods by Buyer may require a license. It is Buyer’s responsibility to determine whether any Regulatory Authority requires a license, and to comply with applicable law.
4. Buyer shall not sell, export, or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation, any Goods supplied by Seller that falls under the scope of these Terms and Conditions and that of Article 12g of Council Regulation (EU) 833/2014 (“Article 12g”). In addition, Buyer shall maintain a monitoring mechanism to detect conduct by third-party resellers that may circumvent Article 12g or this section and shall use best efforts to ensure that such parties do not attempt circumvention. Any violation of this requirement shall constitute a material breach of an essential element of these Terms and Conditions and Seller shall be entitled to seek appropriate remedies, including but not limited to termination of business. Buyer agrees to inform Seller of any breach of this section, including activities of third parties who attempt to circumvent Article 12g.
5. In the event of a resale or transfer of the merchandise supplied, the Buyer undertakes to inform its customer of the export control regulations and to transfer the resulting obligations. Buyer is fully liable to Seller for damages incurred by Seller due to the Buyer culpable non-compliance with applicable export control regulations or U.S. (re-)export regulations. In this respect, the buyer will indemnify seller against any third-party claims.

19. General provisions

1. The laws of the Federal Republic of Germany shall apply to this agreement and the services to be rendered by the parties. The parties hereby explicitly exclude the applicability of the United Nations Convention on Contracts for the international Sale of Goods and the Hague Convention on the law applicable to Contracts for the international Sale of Goods /Uniform Law on the international Sale of Goods. All provisions, conditions, and agreements contained herein shall apply to all legal successors of the purchaser and shall be binding upon them.
2. If any provision or part of the present agreement is or becomes invalid, illegal, unethical, or unenforceable, the remaining provisions or parts shall remain unaffected thereby.
3. The individual Section headings used herein are for the parties´ convenience only. This shall not affect the interpretation of the provision.
4. These Terms and Conditions have been drawn up in German and subsequently translated into English. In principle, the English version of these Terms and Conditions shall serve as the working basis for the parties, provided, however, that in the case of a dispute between the parties regarding the interpretation of a provision, the German version shall prevail.

20. Legal venue / place of performance

1. Provided that the purchaser is a merchant, within the meaning of § 38 ZPO, a legal entity under public law or a fund under public law, the place of business of TTI is the exclusive – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship; the same applies if the purchaser is an entrepreneur as defined by Section 14 of the German Civil Code [BGB]. However, TTI is also entitled to sue the purchaser at the place of performance or at the purchaser’s general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, remain unaffected.
2. Unless otherwise indicated in the order confirmation, TTI’s place of business is the place of fulfillment.

Version dated December 2024
TTI General Conditions of Sale (PDF)