General Terms and Conditions
(“AGB”) of TALAMON GmbH (“TALAMON”)
1. Validity
1.1 TALAMON GmbH, Arthur-Wilke-Straße 1, 14727 Premnitz, Germany (in the following TALAMON) delivers its goods exclusively on the basis of these General Terms and Conditions.
1.2 These General Terms and Conditions apply exclusively to traders (businessperson / “Unternehmer”) as well as to legal entities under public law.
1.3 These General Terms and Conditions also apply to all future contracts between TALAMON and the Buyer even if they are not separately agreed again. They replace all terms and conditions that were previously agreed between TALAMON and the Buyer.
1.4 Terms and conditions of the Buyer that are contrary to or deviate from these General Terms and Conditions are not part of any contract between TALAMON and the Buyer. TALAMON expressly rejects their applicability. This also applies if TALAMON carries out an order without reservation whilst being aware of contrary or additional terms and conditions of the Buyer. TALAMON equally does not accept terms and conditions even if TALAMON refers or replies to correspondence that contains terms and conditions of the Buyer or a third party or that makes reference to such.
1.5 Separate agreements, additions, modifications and supplementary agreements only apply if confirmed in writing by TALAMON; that means by the organs of TALAMON and/or their authorized representatives (in the number of competent representation).
1.6 When applying INCOTERMS, the 2020 version applies.
2. Offer and conclusion of contract
2.1 Offers of TALAMON are subject to change. Contracts are concluded when the Customer places an order on the basis of the offer and TALAMON confirms the order. TALAMON reserves the right to make technical changes and changes in shape, colour, and/or weight to goods already ordered; any such changes will be within reasonable limits. Technical changes are in reasonable limits, if they do not affect the functionality and the technical specifications of the delivered good.
2.2 Neither illustrations, drawings, prospectuses, advertising literature, directories etc. relating to the products, nor details contained therein, shall be binding. They shall only become a binding part of the Contract upon their explicit incorporation into the Contract.
2.3 TALAMON can accept an order (contract offer) within two weeks following receipt of such order. The order confirmation can be made in writing or by delivering the goods – no matter in which form the contract offer was submitted to TALAMON (by fax, telephone or by e-mail). Confirmation of receipt of an order does not constitute a binding acceptance of such order by TALAMON.
2.4 The clause „as already delivered“ – or any comparable clause – shall invariably only relate to the quality of the goods delivered, but not to the price.
3. Delivery time, deadlines, force majeure
3.1 Dates of delivery and periods of delivery stated by TALAMON shall be deemed to be estimated dates and shall not automatically trigger default if they are exceeded. Compensation for damages due to default are excluded. An exception is made in cases where dates for delivery and periods for delivery have been agreed as “binding” or “fixed” expressly and in writing or if the Buyer puts TALAMON in default by setting a reasonable deadline.
3.2 The dates and periods specified in Section 3.1. shall be subject to proper and timely delivery on the part of TALAMON‘s suppliers.
3.3 The dates and periods specified in Section 3.1. shall be extended by any period which the Buyer requires for, among other things, obtaining the documents, provided goods (“Beistellware”), permits and clearances to be procured by it following acknowledgement of the order.
3.4 If with respect to TALAMON, circumstances (e.g. force majeure, operational disruptions, official orders) prevail, for which TALAMON is not responsible and which make delivery impossible by the agreed dates or within the agreed period, the dates and periods specified in Section 3.1. shall likewise extend by the duration of the disruptions in performance caused by such circumstances. This shall even apply if such circumstances occur whilst a default of TALAMON. TALAMON will without undue delay (“unverzüglich”) notify the Buyer about these circumstances as referred to in sentence 1. If the disruptions mentioned in sentence 1 cause performance to be deferred for longer than four months, the Buyer may withdraw from the Contract. Rights of withdrawal for other grounds remain unaffected.
3.5 In the case of delivery ex works (EXW), the timely readiness for dispatch shall be sufficient for compliance with delivery periods and delivery dates, provided that notice of readiness to dispatch has been given to the Buyer. In the case of delivery FCA, the delivery period shall be met if the goods have left the factory by the expiry of the period by handing over the goods to the forwarding agent, carrier or other company commissioned with the transport.
3.6 Partial delivery (“Teillieferung”) shall be permissible, if and insofar as this is reasonable for the Buyer.
3.7 If circumstances that became the basis of a contract have undergone serious change since the contract was concluded, the statutory rules on the interference with the basis of the transaction shall be unaffected (“Störung der Geschäftsgrundlage”). If TALAMON wishes to exercise such right of withdrawal, it shall notify the Buyer thereof without undue delay upon becoming aware of the consequences of the event, even if an extension of the fixed period for delivery has initially been agreed upon.
3.8 If TALAMON is in default, the Buyer may set a reasonable grace period of at least two weeks. If TALAMON does not perform by the end of this period, the Buyer is entitled to withdraw from the Contract. The Buyer’s statutory claims remain unaffected but are limited by the provisions on liability in this contract (Section 8). TALAMON is not liable if the damage would have occurred even with delivery on time.
4. Dispatch and transfer of risk
4.1 The delivery is free carrier (FCA) at TALAMON’s registered office (the transport is at the Buyer’s expense). Any agreement on other terms of delivery (e.g. EXW) must be made in writing.
4.2 The risk of accidental loss or accidental deterioration of the goods passes to the Buyer in the case of delivery FCA upon handover of the goods to the forwarding agent, carrier or other company designated to carry out the shipment. In the case of delivery ex works (EXW), the risk shall pass to the Buyer after the expiry of 10 days following receipt of the notification that the goods are ready for dispatch. Storage costs incurred after the transfer of the risk shall be borne by the Buyer.
4.3 If the Buyer is in default of acceptance, the risk shall pass to the Buyer.
4.4 The mode of dispatch and the packaging take place according to the free judgement of TALAMON. The Buyer shall dispose of the transport packaging at his own expense.
4.5 The provisions in paragraphs 1 to 4 shall also apply to partial deliveries. If acceptance in partial deliveries has been agreed upon, the Buyer shall call off and accept the goods in approximately evenly distributed quantities over the acceptance period. If the Buyer is in default with the call-off of the performance or its acceptance, TALAMON shall be entitled, after setting a grace period to no avail, to determine the quantity to be accepted and to deliver itself. Rights over and above the foregoing, particularly the right to damages in lieu of performance, shall not be affected by this.
5. Prices and payment
5.1 Only the prices that are agreed in the written order confirmation shall apply. If more than six weeks passed by between the agreement on the prices and the delivery, TALAMON is entitled to notify the Buyer of any increase of prices, costs and/or wages that have occurred during this period and to pass them on to the Buyer.
5.2 TALAMON is entitled, to withdraw from the Contract, if the prime cost and/or the currency relations change, not just insignificantly, to the disadvantage of TALAMON between conclusion of the Contract and delivery, unless the Buyer agrees to pay the price then reasonable.
5.3 Prices shall be denominated ex works (EXW) and shall not include packing and the statutory value added tax. All prices are quoted without cash discount or other discount.
5.4 Invoices shall be payable, without any deduction, no later than the 30th day after invoicing.
5.5 Bills of exchange and/or cheques shall only be accepted by TALAMON on the basis of an explicit agreement and, in any event, only on account of performance. Bills of exchange must be discountable, and any tax thereon must have been properly paid. The costs and expenses of discounting shall be borne by the Buyer.
5.6 If the Buyer wholly or partly defaults on a payment, all receivables still outstanding against the Buyer shall become immediately due and payable. The same applies if the Buyer’s financial situation deteriorates, in particular if unfavourable credit information is received or if cheques or bills of exchange have been accepted on account of performance or a deferment of payment has been granted. In the event of payment becoming due, TALAMON may demand, for all outstanding deliveries from all contracts concluded, cash payment before the delivery of goods or may, following a corresponding warning, withdraw from the Contract. At TALAMON‘s option, security may be provided instead of advance payment.
5.7 The Buyer can assert a right of retention on the basis of counterclaims, only if such counterclaims result from the same contractual relationship and are awarded to the Buyer by a final judgement or acknowledged by TALAMON. The Buyer is only entitled to set-off, if the counterclaims are awarded to the Buyer by a final judgement or are uncontested or are acknowledged by TALAMON.
6. Retention of title
6.1 TALAMON reserves his title to the delivered goods (Reserved Goods) until all claims against the Buyer arising from the current business relationship have been met in full. The Buyer is entitled to process and sell the Reserved Goods in proper business dealings as long as he is not in default. If the Buyer processes goods under retention of title with other goods not belonging to TALAMON, TALAMON shall be entitled to co-ownership to the new item in the ratio of the value of the goods under retention of title to the value of the other processed products at the time of processing. Pledging or assigning security on Reserved Goods by the Buyer is not permitted.
6.2 All claims (including all claims from the current account) arising out of the onward sale or of another legal ground with regard to the Reserved Goods are hereby assigned now by the Buyer to TALAMON to the amount of the invoice value by way of security. TALAMON grants the Buyer revocable authority to collect in its own name for the account of TALAMON claims assigned to TALAMON. This authorization to collect can only be revoked if the Buyer does not fully comply with his payment obligations. If the value of the securities existing for TALAMON exceeds the total claims of TALAMON by more than 20%, TALAMON shall, at the Buyer’s request, release securities exceeding this amount at its own discretion up to the specified value limit.
6.3 If third parties seize the Reserved Goods, the Buyer will allude to the ownership of TALAMON and will notify TALAMON without undue delay. Where the Buyer fails to comply with the terms and conditions of the Contract, in particular in the event of default in payment, TALAMON is entitled to take back the Reserved Goods, to demand assignment of the Buyer’s claims for surrender against third parties and/or to withdraw from the Contract without setting a grace period. The Buyer is liable jointly and severally with the third party for the reimbursement of the court and out of court costs of legal action pursuant to Section 771 German Code of Civil Procedure (“Zivilprozessordnung – ZPO”). The repossession (“Zurücknahme”) or the attachment (“Pfändung”) of the Reserved Goods by TALAMON does not in itself constitute a withdrawal from the Contract.
6.4 If TALAMON is entitled to damages in lieu of performance and takes back Reserved Goods already paid for by the Buyer, TALAMON shall reimburse the Buyer for the usual sales value (resale value) of the Reserved Goods at the time of their repossession. At the Buyer‘s request, which may only be expressed without undue delay after repossession of the purchase item by TALAMON, a publicly appointed and sworn appraiser shall ascertain the usual sales value. The Buyer shall bear all costs in connection with repossession and realisation of the Reserved Goods by TALAMON. Realisation costs shall, without proof, amount to 5 % of the usual sales value. They shall be set higher, if TALAMON proves higher costs, or lower, if the Buyer proves lower costs
6.5 The Buyer shall be obliged to insure the Reserved Goods for the duration of the retention of title against theft, destruction, fire, transportation damages and the like. The Buyer assigns to TALAMON the rights arising from the insurance contract, the conclusion and continuation of which shall be proven at the request of TALAMON. If the Buyer fails to furnish proof of insurance, TALAMON shall be entitled, but not obliged, to insure the Reserved Goods at the Buyer‘s expense.
6.6 If the retention of title is ineffective under the law of a foreign country where the Reserved Goods are situated, security commensurate with the retention of title in the said territory or most closely reflecting the retention of title in terms of its effects shall be deemed agreed upon. If the Buyer‘s co-operation is required for the existence of the respective right, the Buyer shall be obliged to take, at its expense, all measures necessary for establishing and preserving the said right.
7. Warranty (“Gewährleistung”)
7.1 The information provided in the order confirmation is decisive for the nature of the goods. Other characteristics expected by the Buyer are not part of the Contract. TALAMON will perform its contractual obligations (including any agreed deliveries) with the diligence of a prudent merchant (“ordentlicher Kaufmann”) and with due regard to the applicable regulations and provisions. Claims made by the Buyer in respect of defects are only valid if he has properly observed its due obligations to check and complain under Section 377 of the German Commercial Code (“Handelsgesetzbuch – HGB”).
7.2 The warranty period is one (1) year.
7.3 Complaints in respect of defects or complaints in respect of missing quantities or incorrect deliveries must be lodged in writing without undue delay, precisely stating the reasons. Complaints in respect of obvious defects which are not received by TALAMON within eight days from acceptance and/or delivery, as well as defects in respect of hidden defects which are not received by TALAMON within eight working days from discovery of the defect shall be disregarded.
7.4 The Buyer shall be obliged to make the goods complained about as being defective available to TALAMON for inspection. If the Buyer does not give TALAMON the opportunity to satisfy itself that a defect exists, particularly if the Buyer fails to make available the goods complained about or samples thereof, all warranty claims shall expire after the expiration of a set period.
7.5 Except where otherwise agreed upon, no warranty shall be assumed for used purchase items.
7.6 The Buyer shall be solely responsible for deciding on the use of the product delivered. Except where TALAMON has confirmed in writing specific features and/or suitability of the products for a purpose of use designated by the contract, any technical advice on applications shall, despite having been given according to best knowledge, not be binding in any event. TALAMON‘s liability for any advice given, or omitted to have been given, which does not relate to the features or usability of the product delivered shall be limited, subject to the conditions set forth under section VIII.
7.7 Furthermore, the statutory provisions regarding warranty for defects (“Mängelgewährleistung”) apply. However, TALAMON is entitled, at its own discretion, to remedy defective performance (including deliveries) by repair or replacement. Only if the second attempt to render supplementary performance fails or if TALAMON has declared to refuse any supplementary performance or does not fulfil in an appropriate time, the Buyer shall be entitled to the other statutory warranty claims, in particular withdrawal, reduction and compensation. The liability of TALAMON is limited in accordance with Section 8.
7.8 The warranty is excluded if the Buyer himself or through third parties carries out repairs and these lead to further defects or if the cause of the defect can no longer be determined as a result.
8. Liability
8.1 TALAMON is liable for intent or gross negligence. For slight negligence, TALAMON is only liable in the event of injury to life, limb or health, and in the event of a breach of essential contractual obligations (“wesentliche Vertragspflichten”). Liability for the breach of essential contractual obligations is limited to the damage that was foreseeable for TALAMON and typical for this type of contract. Liability under the German Product Liability Act (“Produkthaftungsgesetz – ProdHaftG”) remains unaffected. Insofar as the defective products result in a damage or recall, liability for the costs incurred as a result shall be limited to the benefits provided by the product liability insurance or product recall insurance in terms of both the basis and the amount. These costs are only eligible for reimbursement if TALAMON was informed of the recall and given the opportunity to cooperate in reasonable period.
8.2 Essential contractual obligations are obligations whose fulfilment is a prerequisite for the proper execution of the contract and on whose fulfilment the contractual partner may regularly rely. The delivery of defective products as such does not constitute a breach of essential contractual obligations.
8.3 TALAMON is not liable for consequential damages (“Folgeschäden”), particularly due to business interruption, lost profits, other indirect damages, the Buyer’s own expenses for determining and remedying the damage, or for intangible losses (“immaterielle Verluste”).
8.4 In the event of default, TALMON shall be liable for 0.5% of the order value per week, up to a maximum of 5% of the order value. Furthermore, claims for compensation shall be limited to the reimbursement of proven additional costs (replacement purchase based on three comparative offers).
8.5 Claims for damages against TALAMON are statute-barred one year after delivery of the goods, unless TALAMON caused the damage intentionally.
8.6 Insofar as the liability of TALAMON is excluded or limited pursuant to this Section 8, this also applies in respect of the personal liability of employees, workers, staff, representatives and agents of TALAMON.
9. Final Provisions
9.1 The Buyer may transfer to third parties rights and duties arising from the Contract only with TALAMON‘s written consent.
9.2 Place of fulfilment and performance is Premnitz, Germany.
9.3 These Terms and Conditions as well as all legal relations and legal acts in the relationship between TALAMON and the Buyer shall be exclusively subject to the law of the Federal Republic of Germany, including the provisions of the UN Sales Law Convention (CISG), excluding the referral provisions of international private law.
9.4 The exclusive place of jurisdiction for all disputes arising directly or indirectly from or in connection with the contractual relationship is Hanover, Germany, including for bill of exchange and cheque proceedings. TALAMON shall however be entitled to also bring an action before the courts which have jurisdiction over the place where the Buyer‘s registered office is situated or at the Buyer‘s principal place of business.
9.5 Should a provision in these General Terms and Conditions or a provision within the context of other agreements with the Buyer be or become invalid, the validity of all other provisions in these General Terms and Conditions or other agreements is, in cases of doubt, unaffected. Invalid provisions shall be replaced by provisions in compliance with the law which most approximate the objective originally pursued.
Status: June 2025