General Terms and Conditions of Sale and Delivery of TÜCHLER Bühnen- & Textiltechnik GmbH and of TÜCHLER Deutschland GmbH hereinafter referred to as Seller, Contractor or Tüchler
Seat: TÜCHLER Bühnen- & Textiltechnik GmbH: Rennbahnweg 78, A-1220 Vienna; Company Register number: FN 26 5204 g
Seat: TÜCHLER Deutschland GmbH, Tiroler Straße 38, D-45659 Recklinghausen; HRB6664
effective from 01.06. 2011
1. Contractual basis:
Orders which are binding for the purchaser can be rejected by us in writing within 14 days without reasons being stated. If no objection is raised, the contract is deemed as agreed to on the basis of the order received and the following terms and conditions. As a basic principle only the agreements of this contract are applicable. Any other agreements require the written form.
2. Exchange and cancellation:
As a basic principle there shall be no legal claim to exchange and/or cancellation. A processing fee of 25% of the order value, but not less than EURO 45.00 excluding VAT, shall be charged for cancellations accepted by the seller. Products already in the processing stage (cut-outs, clothing, and colouring) are explicitly excluded from exchange and cancellation; the same applies to made-to-measure or custom-made items.
3. Deviation reservations and tolerances:
Textiles, Foils and Projection Screens
Any deviations which are normal in the trade or in production such as deviations in colour, measurement changes and the modification of technical data are reserved. Over and under delivery of up to a maximum of 15% are deemed as accepted.
Skewed weft: +/- 1.5% of the material's width
Length deviation: +/- 3%
Shrinkage deviation: +/- 3%
Measurement deviations for textiles, canvases and similar area-measured materials when ready-made: +/- 1,5%
In addition, the standard terms and conditions of the German Textile Industry apply.
Foils and Projection Screens: Annex I “Particular warnings relating to projection screens and electric roller screens” apply.
Dance Floors: Colour tolerances and surfaces are manufactured for stage and event use and suitable for dancing. Additional requirements such as optical smoothness are not included in the scope of delivery and optical irregularities do not represent a reduction of value.
Steel and aluminium constructs and individual parts:
unless other tolerances have been agreed separately in writing and confirmed by the seller, the valid industrial standards shall be deemed as agreed and applicable for the area of application. Deviations which exceed the above tolerances must be made the subject-matter of a complaint immediately after acceptance of the product(s). Complaints submitted after materials have been altered, e.g. through cutting to size and/or soiling or damage, will not be recognised.
4. Prices and terms of delivery:
Our prices are fixed prices exclusive of applicable turnover tax or VAT.
Our prices are all ex-works, deliveries will be charged to you at cost-price.
We charge a processing fee of EURO 10,00 for invoiced amounts up to EURO 110,00 excluding VAT.
5. Down payment:
Down payment must be made to the agreed amount immediately after the contract has been agreed.
6. Fixed delivery dates, delivery deadlines, rights of withdrawal:
Fixed delivery dates are only binding for us after they have been confirmed in writing and explicitly defined as fixed dates or fixed delivery times.
In case of non-adherence to an agreed delivery date the purchaser shall determine an appropriate period of grace of at least two weeks, which begins with the written notification of default.
Disturbances for which we are not responsible, e.g. acts of God affecting us and our suppliers, and significant procurement difficulties which affect delivery times will be communicated to the customer and do not constitute any claim to indemnification. Claims to indemnification may only be made in cases of gross negligence and intent, the right to cancellation under the applicable terms and conditions remains unaffected.
The seller has the right to withdraw if the upstream supplier cannot deliver due to acts of God or insurmountable technical difficulties, or the purchaser has made incorrect statements concerning his creditworthiness and has failed to make the agreed down payment, or if insolvency proceedings are opened against the purchaser's assets.
In the event of significant delivery problems, in particular in the case of insolvency of the manufacturer of branded equipment (specific obligation) the seller may declare rescission of the contract unilaterally. In this case all claims for damages by the buyer are ruled out.
The purchaser shall not be entitled to withdraw from an order if he himself initiated business proceedings or if the contract came into effect without prior discussion between the parties, or in the case of contracts under which goods or services are to be provided immediately. Every withdrawal requires the written form to become legally effective.
On principle there shall be no legal claim to cancellation. A processing fee of 25% of the order value, but not less than EURO 45.00 excluding VAT, shall be charged for cancellations accepted by the seller. Products already in the processing stage (cut-outs, clothing, and colouring) are explicitly excluded from exchange and cancellation, and the same applies to made-to-measure or custom-made items.
The seller shall inform the purchaser immediately once the goods have become available; the purchaser shall thereupon enable acceptance of the goods under consideration of any special delivery agreements made previously in writing. A disposition period of 6 days shall apply to goods called for delivery by the purchaser; acceptance shall be deemed as timely up to the end of this period.
In case of default of acceptance the purchaser shall be obliged to pay the full purchase price immediately. 2% of the order value shall be charged per month as a storage fee should default of acceptance lasts for more than four weeks after notification.
If the ordered goods are stocked items the seller may dispose over them as he sees fit if no delivery date has been arranged within two weeks after notification of availability. However, the purchaser shall not acquire the right to withdraw from the order or to claim indemnification by failing to dispose over the goods. In this case no storage fee shall be charged.
Should the purchaser fail to accept the goods despite receiving a reminder and an appropriate grace period, the seller shall be entitled to demand fulfilment of the contract or to cancel the order pursuant to the conditions above and to dispose freely over the goods.
9. Delivery and assembly:
In case of free delivery the purchaser shall be liable for ensuring that the goods can be delivered to the delivery location by usual methods (e.g. by truck). Delivery personnel are not authorised to perform any work that goes beyond the agreed scope of delivery.
Waiting times, empty runs and futile delivery attempts which are not the fault of the seller shall be charged at the applicable rates. The purchaser shall notify us of any risks we may not be able to identify. The seller shall only be liable for immediate subsequent damage in cases of intent and gross negligence of his personnel. All assembly and installation work is carried out in accordance with the general safety and quality requirements for venues. Additional requirements, particularly with regard to quality and smoothness of surfaces such as those for installation work in residential or hotel areas must first be confirmed in writing by the contractor.
Apparent defects and transportation damage shall be recorded immediately on the delivery paperwork upon acceptance of the goods; failure to do so shall result in non-recognition of such defects and damage by the seller. The goods shall be inspected by the purchaser in good time, at the latest prior to further processing and/or cutting to size. Complaints made after further processing and/or cutting and after an unreasonable period of time will not be recognised. Defects discovered at a later date shall be reported to the seller immediately. The assignee ensures that all goods and services shall be provided with due care and diligence. Parts subject to wear and tear are not covered by warranty. The warranty is valid for six months, after which statutory warranty laws apply. The warranty does not cover damage caused by normal wear and tear, improper storage, humidity, other effects of temperature and weather, or improper handling. Furthermore, the warranty does not cover deviations that are usual in the trade or in production (see item 3ff). Unless the seller has explicitly agreed in the order confirmation to deliver materials unfolded, the usual creases left by folding, packaging and transportation shall not be deemed as defects, especially in the case of textiles, canvases and other area-measured material. The seller shall be liable for defects proven to have been extant before delivery, inasmuch as he may replace or repair the faulty goods as he sees fit. The purchaser shall grant the seller sufficient time and opportunity to provide replacement or repairs, otherwise the seller shall be exempt from these obligations and the seller shall not acquire any claims. The purchaser shall only be entitled to conversion or price reduction if replacement or repair is not possible. In case of warranty claims the seller shall only be entitled to retain the amount required for the primary repair. Claims for more than the value of the goods are excluded.
Foils and Projection Screens: Annex I “Particular warnings relating to projection screens and electric roller screens” apply additionally.
Velvets: Annex II “Special warnings relating to velvets” apply additionally.
Damage or defects caused to the purchaser's installations and equipment during delivery, assembly, inspection and/or maintenance shall only be rectified by the seller if caused by him or his vicarious agents through gross negligence or intent.
The seller shall be liable to a maximum of €5000 (five thousand Euros) only in cases of gross negligence, unless agreed otherwise in this contract. Liability for slight negligence is excluded. Should these liability limitations be in conflict with obligatory regulations the seller's liability shall be extended in scope and financial compensation to the lowest amount permissible by law.
Any liability of the seller for indirect or subsequent damage, for which claims are raised against the purchaser by third parties or which occur due to conditions peculiar to the purchaser's operations, and for loss of earnings is excluded. Neither shall the seller be liable for damage caused by persons other than his employees nor vicarious agents through improper operation (repair, maintenance).
The seller shall not be liable if he provides evidence that he did not culpably cause the damage or caused it through slight negligence.
The purchaser may only make claims under warranty pursuant to Item 10 of the general terms and conditions if the seller has approved in writing the objects (materials) to be impregnated and other objects (materials) in their vicinity. Otherwise the purchaser shall bear the risk of colour alterations, measurement changes and any other change, and shall also be liable for the fulfilment of standard requirements by the objects (materials) impregnated by the seller and any objects (materials) in their vicinity.
Cash payment is agreed on principle.
Invoices up to EURO 150 excluding VAT shall be paid immediately in cash or per COD.
If delivery on account has been explicitly agreed with the customer, the following payment terms shall apply:
Payment shall be made within 10 days with 2% discount, or within 30 days with no discount. Individual agreements remain unaffected. Impregnation and other services are payable immediately in full. An interest rate of 8% p.a. above base rate shall be charged for delayed payments (currently 9.47%). The purchaser shall also reimburse the seller all costs for reminders and collection. Cheques and bills shall only be accepted on the condition that they are honoured. Remaining amounts shall become payable immediately if the purchaser defaults on an agreed part-payment.
14. Retention of title:
The goods shall remain the unreserved property of the seller until the purchase price and any receivables have been paid in full.
The seller shall be entitled to demand the return of the goods if agreed payments are not made despite a reminder and a grace period of 10 days. The seller retains the right to assert claims for depreciation and wear and to demand the reimbursement of transportation and legal costs.
15. Product liability:
The seller's duty of replacement is excluded for any material damage the purchaser may suffer as a business person. (§ 9 PHG (Product Liability Law))
Purchasers buying as a group are responsible in joint and several liability for the fulfilment of every obligation arising from the purchase contract.
Claims to commission payments are excluded unless previously agreed to in writing by management. The purchaser agrees to the processing of data relating to his person in accordance with data protection laws. Any different terms and conditions of the purchaser are only binding if accepted by the seller in writing.
17. Jurisdiction and law:
The place of jurisdiction for clients of TÜCHLER Bühnen- & Textiltechnik GmbH, Vienna. Contracts are subject to Austrian law, place of jurisdiction is Vienna.
The place of jurisdiction for clients of TÜCHLER Deutschland GmbH. Contracts are subject to German law, place of jurisdiction is Recklinghausen.
18. Security clause:
Should any of the provisions of these terms and conditions or the Contract itself be ineffective or vitiable, it shall not affect the effectiveness of other terms and conditions.
The Parties to the Contract hereby undertake to immediately replace the ineffective provision with another provision closets to the most possible extent to the ineffective provision from the economic and legal standpoint. The Contract shall also be binding in the event in which individual provisions thereof are ineffective.
Annex I to the "General Terms and Conditions of TÜCHLER ":
Particular warnings relating to projection screens and electric screens
The following information is an integral component of the general terms and conditions of
TÜCHLER Bühnen- & Textiltechnik GmbH as defined therein under Sections 3 and 10.
1. Invisibility of seams:
Projection screens are welded using high-frequency technology. This method guarantees that welded seams have the greatest possible stability and fineness achievable using current technology (as at June 2009). The seams created by the process are usually no longer visible from a distance of a few metres, depending on the type of screen material. Any remaining visibility of seams does not represent a reduction in the value of the projection screen.
2. Folding creases:
In general, projection screens are packaged and shipped in a folded condition. Fold creases usually disappear completely once the screen is unfolded and tautened on all sides. As far as is technically possible, projection screens can also be shipped in rolled form against a surcharge for packaging and transport. This increases the probability that the screen will be crease-free or that creases will disappear completely. The recovery process depends on room temperature, tension when assembled and time. Visible folding creases do not represent a reduction in the value of the projection screen.
3. Intended use of projection screens:
Projection screens are optimised for use as front or back projection screens and for the usual angles of incidence common to video, slide or film projections. A smooth and plane surface can only be achieved if the projection screen is tautened evenly on all sides. Wave formation and warping do not represent a reduction in the value if the projection screen is not tautened evenly on one or more sides. Tension must be spread evenly across all sides for use with glancing or side light. Any remaining visible creases, seams or waves caused by tensioning or installation do not represent a reduction in the value of the projection screen. Use in electric screens: Tüchler® can supply all PVC projection screens as electric screens in Superflat design. Please ask us for a quote. Third-party installation of a projection screen in electric screen housing occurs at the owner's risk. In this case Tüchler® shall be exempt from all liability and claims for damages.
4. Dimensions and production tolerances:
Dimensions always relate to the outer dimensions of the projection screen and include edge fittings such as eyelet seams. When fitting in frames using Spannfix or similar please deduct 1-1.5% of the frame's inner dimensions to compensate for tensioning.
All dimensions relate to the untensioned projection screen in our workshop at room temperature. The manufacturing tolerance is 1.5%. Please take note of the information under Section 5 "Dimensional stability".
5. Dimensional stability:
Projection screens are made of thermo-plastic material. Changes in room temperature will lead to changes in the material's expansion behaviour, softness and linear dimensions. Please also consider that reinforced edges such as eyelet seams will expand less than simple seams or pipe pockets due to the reinforcement in the material. Both seams and pipe pockets display less expansion than the surface of the projection screen. It is therefore possible that expansion may lead to different edge lengths when handling the projection screen.
CAUTION: even a slight amount of tension on a reinforced seam and a normal seam can lead to a difference in length of multiple 10 cm, especially on large-format screens. Please therefore make allowances for flying systems and stage settings. Differences in edge lengths do not represent a reduction in the value of the projection screen.
6. Use in winter and at cold locations:
Please note that projection screens can cool significantly during transport. Under these circumstances projection screens must be allowed to acclimatise at a room temperature > 21°C - with the packaging opened on all sides - for at least 24 hours. Projection screens are stiff when cold and even blunt edges can cause cuts, irreversible indentations or stress whitening.
7. Lifetime of projection screens:
You will be able to use your projection screen for many years to come if it is used as intended and stored properly. Projection screens contain softeners that leach out with time. After some years this can lead to changes in colour, yellowing, brittleness, a reduction in tear resistance or oily stains on the surface. These occurrences do not represent warranty-relevant defects; they are normal signs of material-dependent aging.
8. Flatness of the projection surface on electric screens:
As stated under Section 3 of Annex I, complete screen flatness is only achievable if the screen is evenly tautened on all sides. This is not possible with roller screen types "Seminar" and "T-Roll" and only to a certain extent with roller screen type "Superflat". The following therefore applies:
"Superflat" electric roller screens: "Superflat" screens already have a largely optimal plane projection surface when manufactured by Tüchler. Wave formation, in particular near the edges outside of the projection area, are system inherent; they can be masked in black on request and do not represent a reduction in value. The statements made under Section 1 "Invisibility of seams" apply.
"Seminar" electric roller screens: this design is manufactured exclusively with SILON projection material. Projection material with formats larger than 5 x 4 metres needs to be bonded with an overlap. General wave formation and the visibility of bonds do not represent a reduction in value.
"T-Roll" electric roller screens: slight wave formation is system inherent and does not represent a reduction in value. The statements made under Section 1 "Invisibility of seams" apply.
9. Safety features on electric screen designs:
Unless explicitly quoted otherwise, all electric roller screens are equipped with simple limit switches with no fall arrester and no double brake.
Annex II to the "General Terms and Conditions of TÜCHLER ":
Special warnings relating to velvets
The following information is an integral component of the general terms and conditions of
TÜCHLER Bühnen- & Textiltechnik GmbH as defined therein under Section 10.
1. Packaging and acceptance of goods with regard to stage velvets sold by the metre: all velvets sold by the metre are carefully packaged as hanging goods in transport boxes. Transport boxes are always laid on pallets and tied down for shipping.
CAUTION: The purchaser is obliged to ensure all transport boxes are delivered flat and tied on pallets. If they are not delivered as described the purchaser must make an appropriate remark on the shipping paperwork. If boxes are delivered untied it is probable that they were transported or stored in an upright position. This causes irreparable damage to the velvet. Zebra-like / accordion-like folds and pressure patterns that run in curved repetitions along one or more edges are clear indicators.
This is obviously transport damage for which the shipping company is liable. However, the purchaser can only claim damages if he records the delivery of loose boxes on the shipping paperwork or refuses to accept delivery altogether. Damage may have occurred even if the box does not display any visible signs of damage. Section 10 of the General Terms and Conditions of Tüchler Bühnen- & Textiltechnik GmbH remains unaffected.
2. Colour accuracy and reflection stripes:
Despite all due diligence slight fluctuations in colour tone cannot be completely ruled out for technical reasons. This also applies within one and the same dying process. Minor colour fluctuations, in particular fluctuations that would be completely or virtually invisible when the velvet is used to manufacture pleated curtains, do not represent a reduction in the value of the velvet material.
The angle of the pile can vary over the course of a roll. This is due to technical reasons occurring when the velvet is rolled that result in different reflections of incidental light. The effect can create the impression of a colour run (= a gradual and consistent change in the colour tone of a roll) that does not exist in reality. It does not represent a reduction in value.
Stage velvets placed into storage are affected by a process of material relaxation that starts as soon as packaging is complete. This leads to micro-movements. When velvet is rolled the pile acts as a barbed hook, allowing the material to move in one direction only and resulting in non-round rolls. Non-round rolls often display a clearly visible edge that makes it look as if the velvet had not been evenly rolled. The angle of the pile along this edge is often very different to the part of the velvet roll that remained round. This often causes clearly visible but nonetheless reversible reflection stripes. These reflection stripes do not represent a reduction in value.
The pile will straighten again of its own accord after a certain period of time depending on the room climate. Only then will the fullness and evenness of the velvet be completely restored. This process often takes a number of weeks. If stripes or colour variances caused by reflection still persist after adequate recovery time it is possible to accelerate and support the recovery process by lightly damping and gently brushing in the direction of the pile. Please note: the process can take longer in heavily heated rooms due to a lack of humidity.
3. Tailoring velvet:
The pile on velvet curtains is aligned longitudinally. Velvet can therefore be tailored with the pile "facing up" or "facing down". Unless the customer explicitly requests a specific pile direction Tüchler will manufacture curtains with the pile "facing up". This lends the colour greater depth when viewed from a horizontal angle. It also makes any existing pressure marks or reflection stripes less visible.
Customers requesting curtains with the pile direction facing down bear the risk of greater visibility of reflection stripes and pressure marks. Tailored velvet curtains need a certain amount of time to recover once they are hung. The pile will straighten again of its own accord after a certain period of time depending on the room climate. Only then will the gloss and fullness of the velvet be fully restored. This process can take weeks and does not represent a reduction in value. If pressure marks still persist after adequate recovery time it is possible to accelerate and support the recovery process by lightly damping and gently brushing in the direction of the pile. Please note: the process can take longer in heavily heated rooms due to a lack of humidity.
Varying light reflections can cause the appearance and colour tone of the velvet to change depending on the height of the curtain and the viewing angle.
Velvets from Tüchler are dyed according to high standards; this also applies with regard to light-fastness. However, it should be noted that no fabric is totally light-fast. All dyes and fibres are damaged by sunlight. In particular, stage velvets that are exposed to sunlight should have a lining on the reverse side. Tüchler shall be exempt from all claims and liabilities resulting from sun damage if the customer does not request a reverse lining.
Velvet does not usually provide a complete blackout. So-called needle points visible in daylight or artificial light are small irregularities that let light through; they are inherent to the weaving process. These irregularities are inherent to the design and do not represent a reduction in the value of the velvet.
Annex III to the “General Terms and Conditions of TÜCHLER”:
Special warnings relating to flame retardants and their usage
The following information is an integral component of the general terms and conditions of TÜCHLER.
1. General processing notes
Always read and take heed of work instructions, safety datasheet and warnings before using the product. Only impregnate materials that are completely dry and clean. You should always cover any other materials within range of the atomised spray. In particular, metals, plugs, electric and electronic devices, wood, stone and sensitive textiles and wall coverings can display a sensitive reaction towards moisture. Residue matter from the flame retardant can cause the formation of rust or discolorations.
2. Carry out preliminary tests
There are some fabrics and floor coverings - in particular those made of synthetic fibres and mixes - where an adequate treatment with a flame retardant is not possible with current means. Preliminary testing is therefore imperative. Read and comply with point 6 of this annex III.
3. Health and safety at work
ECOGARD® flame retardants are chemicals that are harmless to health and the environment. However, there must be taken heed of the following in the interest of health and safety at work in general: keep away from children, keep away from foodstuffs, drinks and animal feed, do not eat, drink or smoke when processing, do not inhale atomised spray, wear a respirator, wear safety goggles, avoid eye contact - rinse thoroughly with water if necessary - seek medical help if complaints persist wash hands, clothes and devices thoroughly after use; take note of corrosion hazard with regard to iron and non-ferrous metals (cover them up); rinse out container thoroughly with water prior to disposal; please read and comply with the safety datasheet.
4. Skin compatibility
EECOGARD® flame retardant products are generally friendly to the skin. However, allergic reactions cannot be completely ruled out. You should therefore avoid permanent skin contact with the product or the protected material. It is therefore not recommended to spray flame retardant on upholstery.
5. Ensure compliance with legal requirements
Ensure compliance with the regulations of local authorities. Ask your local authority in good time about the applicable standards and required proof. In many case authorities require proof of professional impregnation by a specialised company such as certification. Tüchler or ECOGARD® sales partners can provide this service for you.
Proof of flame retardant classes according to standards is available only in accordance with the relevant fire lab testing of the material impregnated with ECOGARD by accredited testing bodies and subject to costs. The buyer bears the risk for achievement of the required flame retardant classes.
6. Cigarette lighter test
The cigarette lighter test must only be carried out over non-flammable surfaces in well ventilated rooms and only on separate material samples with a maximum size of 10 x 20 cm by properly instructed persons.
7. Caution after rinsing, washing or dry cleaning
ECOGARD® flame retardants are water-soluble. Rinsing and washing dissolves ECOGARD ® and makes retreatment imperative. Flame retardance must be verified after every dry cleaning.
8. Limitations of flame retardant impregnation
Flame retardant products protect against small incipient fires caused by accident and carelessness. Materials with a flame retardant impregnation will fail in the event of large-scale fires, arson, and the use of accelerants such as petrol and must therefore be included in the fire load.
9. Side-effects and exclusion of liability
ECOGARD® products are designed for use on commonplace materials. The type of material can give rise to side-effects such as: impairment of fastness such as light fastness; friction fastness etc.; changes in colour tone; reduction in tear resistance; corrosion; grip changes; dimensional changes; changes to dirt resistance; scum marks through water droplets; allergic reactions such as skin irritation; flame retardant may drip from synthetic materials, especially acrylic fibres.
Complaints and claims on the basis of the above or similar occurrences are excluded regardless of the time of occurrence after impregnation.