General Terms and Conditions

General Terms and Conditions of Sale and Delivery of TOPREGAL GmbH

§ 1 General

All deliveries, sales and offers of Topregal GmbH (hereinafter referred to as "we", "us" or "TOPREGAL") shall be made exclusively on the basis of these General Terms and Conditions of Sale and Delivery ("GTC"). Our GTC shall also apply to all future business relations with the customer, even if they are not expressly agreed upon again.
We hereby reject any general terms and conditions of the customer that contradict or supplement our GTC. Our GTC shall also apply if we carry out the delivery without reservation in the knowledge that the customer's terms and conditions contradict or deviate from our GTC.
TOPREGAL's offers and services are directed exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), to legal entities under public law and special funds under public law, but not to consumers. The General Terms and Conditions shall apply exclusively to the aforementioned target group. Our goods and products are not intended for direct or indirect resale to a consumer.
Agreements or supplements deviating from these GTC shall only apply in the event of an individual agreement, which must be proven by the contracting party invoking the deviating agreement. Agreements concluded before or at the time of the conclusion of the contract must be in writing to be valid.

§ 2 Offer and conclusion of contract, cancellation fees, returns

Our offers are subject to change and non-binding; only the order placed by the customer shall be deemed to be a binding offer of contract, which we may accept within 10 working days. All orders require our written acceptance, which can also be made by fax or e-mail, or implied acceptance by delivery of the goods. If we wish to deviate from this principle of non-bindingness in the case of an offer, we shall expressly designate our offer as binding.
Any information and advice given by TOPREGAL employees by telephone shall be binding only if confirmed in writing or in text form.
In the event that the customer cancels the order or returns the goods after the contract has been concluded without the prerequisites of a statutory or contractually agreed right of withdrawal or other right of resolution being met, we shall be entitled to claim 20% of the total net order value (excluding shipping costs) of the goods concerned as liquidated damages.

The same shall apply if the customer, without the prerequisites of a statutory or contractually agreed right of withdrawal or any other right of resolution, fails to pay the advance payment within 14 days of receipt of a request for payment and we thereupon cancel the order.

The customer shall have the right to prove to us that we have not incurred any damage or only significantly lower damage as a result of the cancellation or return. Any claims for compensation by us for higher damages shall remain unaffected. The amount of the liquidated damages shall be credited against this.
In the event of a return shipment for reasons of goodwill, the customer shall be obliged to pack the goods to be shipped securely against any transport damage and to document any previous damage. The customer is responsible for returning the goods in perfect condition. The transfer of risk from the customer to us takes place upon receipt of the return in our warehouse. The customer shall bear the costs of the return shipment. § 2 No. 2 shall apply in full.

§ 3 Prices, Payment, Offsetting Restrictions

All prices are net prices without value added tax, which the purchaser must pay in addition at the respective statutory rate. The deduction of cash discount requires an express written agreement.
Unless expressly agreed otherwise, our prices are ex works (EXW/ Ex Works according to Incoterms 2020) from our warehouse named in the order confirmation.
If shipment of the goods within Germany is agreed, the prices shall apply in deviation from § 3 item 2 "CPT / Carriage Paid" in accordance with Incoterms 2020. TOPREGAL shall conclude the contract of carriage to the curb of the place of destination in Germany named by the customer. The costs associated with unloading at the named place of destination shall be borne by the customer. For shipping to islands (without road connections) as well as to mountain stations, we charge a surcharge.
Shipping costs for deliveries to countries other than Germany will be displayed in each case as part of the ordering process or will be agreed separately. For shipping to non-German islands (without road connections) as well as to non-German mountain stations, we charge a surcharge.
Unless otherwise agreed, the purchase price and charges for ancillary services are due for payment immediately upon conclusion of the contract.
Offsetting against TOPREGAL's claims shall be permissible only if such claims are undisputed or have been finally determined by a court of law. The customer may exercise a right of retention only in respect of claims based on the same contractual relationship.

§ 4 Reservation of self-delivery

Our delivery and service obligation is subject to correct and timely self-delivery, unless the incorrect or delayed self-delivery is our fault. We must prove the lack of fault.

§ 5 Delivery time

In the case of deliveries at a fixed time, we only guarantee that the goods will leave our factory (or be ready for collection) at the latest at the agreed time and that the carrier will be instructed to observe the delivery date requested by the purchaser. The carrier commissioned by us usually delivers the goods to the customer within 72 hours within Germany and within 120 hours within the EU and Switzerland.
A delivery date fixed in terms of day and time ("fixed date") requires a separate agreement for an additional charge.
Deadlines and dates shall be extended, without prejudice to further statutory rights of TOPREGAL, by the period of time during which the client fails to meet his obligations towards TOPREGAL. The right to plead non-performance of the contract is reserved.
If the customer is in default of acceptance or culpably violates other obligations to cooperate, such as providing a complete and correct delivery address, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights remain reserved.

§ 6 Delivery, transfer of risk, unloading

Standard delivery term ‘EXW/Ex Works’ according to Incoterms 2020:
Unless expressly agreed otherwise, delivery shall be EXW / ex works in accordance with Incoterms 2020. Delivery and transfer of risk to the customer shall take place when the goods are made available at the relevant TOPREGAL distribution warehouse. The customer shall bear all risks of loss or damage to the goods from the agreed delivery date.
Different delivery terms ‘CPT / Carriage Paid To’ according to Incoterms 2020:
If the delivery term CPT / carriage paid in accordance with Incoterms 2020 is expressly agreed, delivery shall be effected by handing over the goods to the carrier at the TOPREGAL distribution warehouse. From this point onwards, the customer shall bear all risks of loss or damage to the goods.
The customer must accept the delivered goods at the named place of destination from the carrier. Unless a separate agreement on a fixed date is made with the customer, delivery will be made during normal business hours and usually by semitrailer. Smaller items will be shipped by parcel service. Notification by telephone will only be given if the customer specifies this during the ordering process and then, as a rule, no later than the day before delivery by the forwarding agent. The customer is obliged to have the appropriate unloading equipment and personnel ready. In case of doubt, the information required for this must be requested from us by the customer when the order is executed.

If delays occur in the unloading of the means of transport and additional costs are charged to us by the carrier as a result, these additional costs shall be reimbursed by the customer.
If the customer is in default of acceptance or debtor's delay, the risk of loss of or damage to the goods shall pass to the customer at that time, irrespective of whether a transfer of risk has already occurred for other reasons.

§ 7 Notification of defects, transport damage

Claims for defects by the customer or other claims by the customer based on a material defect or defect of title shall require that the customer has complied with its obligations to inspect the goods and to give notice of defects pursuant to § 377 of the German Commercial Code (HGB). Otherwise, the goods shall be deemed to have been approved. The following applies to the concretization of § 377 HGB:

Visible transport damage -including damage to the packaging- must be reported to the transport person upon receipt of the goods; the shipping documents must not be acknowledged without reference to the existence of transport damage; TOPREGAL must be informed immediately, at the latest on the next working day;
The customer shall notify TOPREGAL of any visible defects, i.e. defects which (would) become apparent in the ordinary course of business, within 7 days of delivery.
Concealed defects, i.e. defects which are not (or could not) be detected in the ordinary course of business, must be reported within 7 days of discovery , at the latest within the warranty period.

After assembly/commissioning of the goods by the customer, the customer shall only be entitled to assert claims that can only be discovered after assembly/commissioning. The complaint must be made at least in text form and must contain the product designation, the order number, the serial number, the date of purchase and an exact description and photos of the defect. Timely dispatch of the notice of defect shall be sufficient to meet the deadline. In the event of disputes, the customer must prove receipt of the notice of defect.

§ 8 Assembly, assembly instructions

Unless otherwise agreed, the goods shall be delivered to the customer in an unassembled condition. The customer shall bear sole responsibility for the selection of a suitable site (in particular for checking the condition of the ground), for the proper assembly and for the proper operation of the goods delivered, including compliance with the relevant legal provisions and safety regulations at the site and for the performance of testing and inspection work. (Testing and inspection work can be ordered separately from TOPREGAL).
Together with the goods, the customer shall receive from us the respectively valid assembly instructions including the provisions of DGUV 208-061 for storage facilities and equipment. The customer shall observe the provisions of DGUV 208-061 as well as the information in the assembly instructions and on the load and information signs attached to the goods.
The information in the assembly instructions corresponds to the latest status of our technical tests and experience. They are general notes/guidelines which do not release the customer from his own duty of inspection. In the unlikely event that local requirements exceed the information and requirements contained in the assembly instructions, these local requirements shall take precedence and must be observed by the customer in any case.
Any information and advice given by TOPREGAL's employees by telephone concerning the installation and operation of the goods shall be binding only if confirmed in writing or in text form.
TOPREGAL shall not be liable - with the exception of cases under § 8 item 6 - for any material or immaterial damage resulting from the client's failure to comply with its obligations under § 8 item 1 - § 8 item 3.
The customer may order assembly work by our assembly team from TOPREGAL by means of a separate assembly contract. The remuneration for these assembly services shall be regulated in the separate assembly contract to be concluded. Cancellations of such agreed installation dates by the customer shall be free of charge in the event of a cancellation up to 7 working days before the installation date. In the event of a later cancellation - which occurs without the prerequisites of a statutory or contractually agreed right of withdrawal or any other right of resolution being met - we reserve the right to charge the customer the following cancellation costs:
- 5-6 working days before the date: 20 % of the net assembly price
- 3-4 working days before the date: 50 % of the net assembly price
- 1-2 working days before the date: 80 % of the net assembly price
- On the day of assembly: 100 % of the net assembly price
of the assembly services affected by the cancellation.
The regulation of downtime costs according to item 6 also applies to shelf inspections and other service appointments.
The customer has the right to prove to us that we have not incurred any damages or only significantly lower damages as a result of the cancellation. Any claims for compensation by us for higher damages shall remain unaffected. The amount of the liquidated damages shall be credited against this.

§ 9 Warranty

If the customer has duly complied with its obligations to give notice of defects pursuant to § 7 and if there is a material defect or defect of title ("defect") in the delivered goods, the statutory provisions of the German Civil Code ("BGB") shall apply, unless otherwise provided below.
The decisive point in time for the existence of a material defect is the time of the transfer of risk to the customer. Defects which only become apparent after the transfer of risk shall only justify warranty claims if it can be shown by the purchaser that the cause was already present at the time of the transfer of risk.
Usual wear and tear as well as improper use of the goods do not constitute a material defect.
All information about the goods supplied by TOPREGAL, in particular the illustrations, drawings, weight, dimension and performance data contained in offers, assembly instructions, etc., are approximate average values based on our experience and the state of the art. They do not constitute guarantees of quality or assurances of specific properties or assurances of suitability for a specific purpose. Unless limits for deviations have been expressly agreed in writing or in text form prior to or upon conclusion of the contract, deviations customary in the industry shall be permissible in any case. This also applies to special dimensions and custom-made products.
The description of goods as B-goods is a quality agreement. Defects or limitations which are mentioned in the article description or which are recognizable in the illustrations or which typically result from the characteristic as B-goods do not constitute a material defect.
If the assembly, operating and maintenance instructions of TOPREGAL are not followed, if modifications are made to the goods, if parts are replaced which do not comply with the original specifications, no warranty shall exist unless the customer proves that the defect is not based thereon.
Subsequent performance shall be effected, at TOPREGAL's option, by removal of the defect or by delivery of goods free of defects. The client shall grant us the possibility of at least two attempts at subsequent performance.
The goods complained of shall be returned to TOPREGAL upon request in the original or equivalent packaging for inspection. The customer shall be obliged to pack the goods to be shipped securely against any transport damage and to document any previous damage. The customer is responsible for the proper return of the goods. The transfer of risk from the customer to us shall take place upon receipt of the goods in our warehouse.
TOPREGAL shall be entitled to refuse subsequent performance in accordance with the statutory provisions. Subsequent performance may also be refused as long as the client has not sent the rejected goods to TOPREGAL for inspection in accordance with § 9 item 8 at the latter's request.
The customer may demand rescission of the contract or reduction of the remuneration in accordance with the statutory provisions, however, at the earliest after unsuccessful expiry of a reasonable period set by the customer for subsequent performance, unless the setting of a period for subsequent performance is dispensable in accordance with the statutory provisions. In the event of withdrawal, the customer shall be liable in the case of intent and any negligence for any deterioration of the goods beyond normal use or for their destruction as well as for benefits derived and not derived.
Rectifications and replacement deliveries by TOPREGAL on the basis of a notice of defect by the customer shall only lead to a recommencement of the limitation period in the event of an express declaration of acknowledgement.
The provisions of § 10 shall apply to any claims for damages and reimbursement of expenses of the customer.
The limitation period for claims for defects is 1 year from delivery. This shall not apply in the case of intent and in the cases of § 438 para. 1 no. 2 BGB, in which the statutory period shall apply.
The limitations of the warranty rights under § 9 item 9 (with the exception of the limitation under § 9 item 6) shall not apply in cases where TOPREGAL has fraudulently concealed a defect or has given a guarantee as to the quality of the item. A guarantee shall require an express written or textual declaration by TOPREGAL.

§ 10 Liability

We shall not be liable in the cases of § 8 item 5.

In all other respects, our liability for damages, irrespective of the legal grounds, in particular for impossibility, delay, defective or incorrect delivery, breach of contract and tort, shall be limited in accordance with the provisions of this paragraph to the extent that fault is involved in each case:

TOPREGAL shall be liable for damages in accordance with the statutory provisions in the event of intent and gross negligence, absence of warranted characteristics, assumption of guarantees as well as fraudulent intent.
In cases of gross negligence on the part of simple vicarious agents and non-executive employees without breach of an essential contractual obligation (= obligation the fulfilment of which makes the proper performance of the contract possible in the first place and is essential for the proper performance of the contract), TOPREGAL shall not be liable for damages.In cases of gross negligence by simple vicarious agents and non-managerial employees without breach of an essential contractual obligation (= obligation the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the customer regularly relies and may rely), TOPREGAL's liability shall be limited, in deviation from a), to the compensation of the foreseeable damage typical for the contract.
In the case of ordinary negligence, TOPREGAL shall be liable only for damages arising from the breach of a material contractual obligation; in this case, liability shall be limited to compensation for the foreseeable damage typical for the contract;
Any further liability of TOPREGAL shall be excluded.
Insofar as TOPREGAL's liability is excluded or limited in terms of reason or amount, this shall also apply to any personal liability of employees, legal representatives and vicarious agents.
The statutory provisions on the burden of proof shall remain unaffected.

The above provisions or limitations of liability of this paragraph do not apply to liability under the Product Liability Act and any applicable non-mandatory foreign product liability provisions, as well as for injury to life, limb or health.

The client shall be obliged to notify TOPREGAL without delay in writing or in text form of any damage within the meaning of the above liability provisions or to have such damage recorded by TOPREGAL so that TOPREGAL is informed as early as possible and may still be able to mitigate the damage together with the client.

§ 11 Force Majeure

Even binding delivery periods shall be extended appropriately in cases of force majeure, in particular in the event of shortages of materials or transport facilities, labor disputes, war, unrest, epidemics or pandemics, official or statutory measures (e.g. export restrictions) and other circumstances. (e.g. export restrictions) and other unforeseeable and serious events (irrespective of whether these events of force majeure affect us or our suppliers or subcontractors) for the duration and to the extent of the disruption plus a reasonable lead time. We are obligated to notify the customer of the event without undue delay to the extent reasonable.
If the impediment lasts longer than 2 months, both contracting parties shall be entitled to withdraw from the contract with respect to the part not yet performed. If the suspension of the delivery obligation is not reasonable for the customer, he shall also be entitled to withdraw from the affected contract beforehand after the expiry of a reasonable deadline to be set by him. Setting a deadline is not required in the cases provided for by law (in particular §§ 323 para. 2, para. 4 BGB, 326 para. 5 BGB, § 376 HGB). If a partial performance has been effected, the customer may only withdraw from the entire contract if he has no interest in the partial performance.

§ 12 Covid-19 clause

The parties are aware of the impact of Covid 19 disease ("Corona"), which was classified as a pandemic by the World Health Organization on March 11, 2020. Therefore, the Parties agree that in the event that TOPREGAL is unable or temporarily unable to deliver the ordered goods due to one or more of the following events related to Corona, TOPREGAL's obligations shall be suspended for the duration and to the extent of the impact of such event:
1. the business operations at the relevant location of TOPREGAL or the business operations at the relevant location of TOPREGAL's supplier are temporarily discontinued in whole or in part due to a governmental and/or regulatory order or due to laws or regulations in effect at the relevant location at that time, or
2. a substantial number of TOPREGAL's employees at the site, or of the supplier's employees at its affected site, or of assembly team members, have contracted Corona or are in quarantine pursuant to laws or regulations in effect at the site.
TOPREGAL is obliged to inform the Customer of the event without delay, within reason. If the impediment lasts longer than 2 months, both contracting parties shall be entitled to withdraw from the contract with respect to the part not yet performed. If the suspension of the delivery obligation is not reasonable for the customer, he shall also be entitled to withdraw from the affected contract beforehand after the expiry of a reasonable deadline to be set by him. Setting a deadline is not required in the cases provided for by law (in particular §§ 323 para. 2, para. 4 BGB, 326 para. 5 BGB, § 376 HGB). If partial performance has been effected, the customer may only withdraw from the entire contract if he has no interest in the partial performance.
We can currently only offer the payment method "delivery on account" to a limited extent and after examination in individual cases (e.g. for authorities, public institutions).

§ 13 Retention of title

We retain title to the object of sale until receipt of all payments arising from the business relationship with the customer. In the event that the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the object of sale. The taking back of the purchased goods by us shall constitute a withdrawal from the contract. After taking back the object of sale, we shall be entitled to dispose of it; the proceeds of such disposal shall be set off against the customer's liabilities - less reasonable costs of disposal.
In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can take legal action in accordance with § 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
The customer shall be entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim accruing to him from the resale against his customers or third parties, irrespective of whether the object of sale has been resold without or after processing. The customer shall remain authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected. However, we undertake not to collect the claim as long as the customer meets his payment obligations, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed or payments have not been suspended. If this is the case, however, we may demand that the customer inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment.
The processing or transformation of the object of sale by the customer shall always be carried out on our behalf. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount including VAT) to the other processed objects at the time of processing. In all other respects, the same shall apply to the object created by processing as to the object of sale delivered under reservation of title.
If the object of sale is inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount including VAT) to the other mixed objects at the time of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it shall be deemed to be agreed that the customer transfers co-ownership to us on a pro rata basis. The customer shall keep the sole ownership or co-ownership thus created for us.
We undertake to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released shall be at our discretion.

§ 14 Supplementary special provisions for contracts concluded via the online store

Our offers in the online store represent a non-binding invitation to the customer to order from us.

The order process consists of three input steps. In the third and thus last input step, the customer has the opportunity to check his information again and correct it if necessary. By clicking the "Buy" button, the customer submits a binding purchase offer to us. We reserve the right of acceptance.

After the order has been placed, the customer will receive an automatically generated e-mail from us confirming receipt of the order. This confirmation of receipt does not constitute a conclusion of contract and therefore does not contain a request for payment.

A contract is only concluded by an acceptance of the offer on our part, which can take place in the sending of a pro forma invoice (prepayment), the handing over to the shipping department combined with an information by e-mail to the customer or other contact by letter, fax or e-mail. We will send a written order confirmation only upon express request.
Unless otherwise agreed, various payment methods are available for orders in the online shop, which may vary depending on availability. Which payment methods are available in detail can be seen from the selection options in the online shop during the order process. You can also find more detailed information on this on the payment methods page.

The option of delivery on account is possible after successful verification in individual cases, whereby the payment term is a maximum of 10 days after receipt of the goods.

In the case of a bank transfer, the goods will only be delivered after successful receipt of payment in our account.

§ 15 Severability clause, place of jurisdiction, applicable law

The invalidity of individual provisions of the contract (including these GTC) shall not affect the validity of the remainder of the contract.
The customer may only assign claims against us to third parties with our prior consent.
The place of jurisdiction - also internationally - for all disputes arising from the contractual relationship is Stuttgart (Germany).
German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

Status: November 2025