GENERAL TERMS AND CONDITIONS
(hereinafter: "General Terms and Conditions") of TOTO Europe GmbH (hereinafter "TOTO Europe”)
Version: 15 April 2021
1. Validity of terms and conditions, written form
1.1 TOTO Europe delivers its goods exclusively on the basis of these General Terms and Conditions.
1.2 These General Terms and Conditions also apply to all future contracts between TOTO Europe and the buyer even if they are not separately agreed again. They replace all terms and conditions that were previously agreed between TOTO Europe and the buyer.
1.3 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 TOTO Europe and the buyer. TOTO Europe expressly rejects their applicability. This also applies if TOTO Europe carries out an order without reservation whilst being aware of contrary or additional terms and conditions of the buyer. TOTO Europe equally does not accept terms and conditions even if TOTO Europe refers or replies to correspondence that contains terms and conditions of the buyer or a third party or that makes reference to such.
1.4 Separate agreements, additions, modifications and supplementary agreements only apply if confirmed by TOTO Europe in writing.
1.5 “Entrepreneur” in terms of these General Terms and Conditions means a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession. “Consumer” in terms of these General Terms and Conditions means every natural person who enters into a legal transaction for a purpose that is outside his trade, business or profession.
2. Offer and conclusion of contract
2.1 Offers of TOTO Europe are not binding and subject to change. TOTO Europe reserves the right to make technical changes and changes in shape, color, and/or weight to goods already ordered; any such changes will be within reasonable limits.
2.2 TOTO Europe can accept a contract offer made through an order by means of an order confirmation within two weeks following receipt of such order. The order confirmation can be made in writing, by telefax or by e-mail. Confirmation of receipt of an order does not constitute a binding acceptance of such order.
3. Delivery time, time of performance, force majeure
3.1 Except in cases where delivery times and/or times of performance have been agreed as “fixed” expressly and in writing, delivery times and times of performance stated by TOTO Europe are to be understood as indicative, non-binding, subject to change and subject to self- supply.
3.2 TOTO Europe may render partial performances unless such partial performance is not of interest for the buyer.
3.3 Insofar as a delivery delay or delivery time was agreed as “fixed”, it refers to the time of transfer to the carrier or freight forwarder or to other companies charged with the transport of the goods. In all other cases, delivery delays and deadlines are deemed to have been observed if TOTO Europe was in a position to dispatch the goods in time, insofar as this ability to dispatch was communicated to the buyer.
3.4 If, with respect to TOTO Europe, circumstances prevail, for which TOTO Europe is not responsible and which make performance substantially more difficult or impossible, then TOTO Europe is entitled to rescind the contract insofar as the hindrance is not only of a temporary nature. In the event of goods being unavailable, TOTO Europe will without undue delay (unverzüglich) (i) inform the buyer and (ii) return any payments already received. In the case of temporary obstacles the delivery period will be extended by the length of time for which the obstacle exists.
3.5 If (i) TOTO Europe has failed to meet a deadline, and (ii) the buyer sets an appropriate additional delay for delivery or performance, it is entitled, after this period has expired to no avail, to rescind the contract. In this case, statutory claims apply to both the consideration for TOTO Europe and the claims of the buyer, but only within the limits set in Section 8 below.
4. Dispatch and transfer of risk
4.1 All goods are dispatched from the point of dispatch as specified in the order confirmation and for the account of the buyer.
4.2 If the buyer is an Entrepreneur, the risk of accidental loss or accidental deterioration of the goods passes to the buyer when the object for delivery is handed over to the carrier or freight forwarder or to other companies charged with carrying out the dispatch. This also applies to partial deliveries. If the buyer is a Consumer, the risk of accidental loss or accidental deterioration of the goods does not pass to the buyer until the object for delivery is handed over to the buyer. This also applies to partial deliveries.
4.3 Buyer’s delay in accepting goods shall have the same legal consequences as the handing over of the goods.
4.4 If delivery or dispatch is not made for reasons that lie outside the responsibility of TOTO Europe, the risk of accidental loss or accidental deterioration of the goods will pass to the buyer as soon as TOTO Europe reports to the buyer its readiness to deliver.
4.5 Dispatch is made without insurance, using a freight forwarder selected at the discretion of TOTO Europe (e.g. German Postal Service (Deutsche Post) / DHL, parcel services, rail or hauler). An agreement made exceptionally to deliver with carriage paid only covers normal freight.
5. Prices and payment
5.1 The prices from the price list of TOTO Europe that is valid on the day the order is placed apply. The rate of Value Added Tax applicable at such time as well as the costs for packaging and delivery are not included in these prices.
5.2 Invoices of TOTO Europe are payable net without deductions immediately after invoicing. TOTO Europe can make deliveries dependent on advance payments or the deposit of security. If the payment period is exceeded, the buyer is in arrears (Verzug), without a reminder (Mahnung) being necessary. TOTO Europe can, at its discretion, set off payments of the buyer against costs, interest and debts of the buyer, and will in this case inform the buyer about the way in which such set-off is being carried out.
5.3 The buyer only has a right of set-off payment if its counter-claims (i) have been confirmed by final and irreversible judgment of a court, or (ii) are undisputed or are recognized by TOTO Europe in writing.
5.4 The buyer can only invoke a right of retention on the basis of its own counter-claims if the counter-claims relate to the same contractual relationship. If the buyer is an Entrepreneur, a right of retention on the basis of its own counter-claims is excluded.
6. Retention of title
6.1 The transfer of title in delivered goods (hereinafter: “Reserved Goods”) only occurs when the purchase price has been paid in full. If the buyer is an Entrepreneur, TOTO Europe retains title in delivered goods until all of its claims against the buyer arising out of the current business relationship have been met in full. The buyer is entitled to process and to sell the Reserved Goods in proper business dealings as long as it is not in arrears (Verzug). The buyer may not impawn (verpfänden) unpaid goods or transfer title in unpaid goods by way of security. All claims arising from the resale or based on any other legal grounds in respect of the Reserved Goods (including all current account receivables) are hereby assigned to their full extent by the buyer to TOTO Europe by way of security. TOTO Europe grants the purchaser revocable authorization to collect in its own name for the account of TOTO Europe the claims assigned to TOTO Europe. This authorization to collect claims can be revoked if the purchaser does not fully comply with its payment obligations.
6.2 To the extent the value of the security mentioned above exceeds the claims of TOTO Europe by more than 10% in total, TOTO Europe will return the excessive securities upon request.
6.3 If third parties seize the Reserved Goods, the buyer will advert such third parties to the fact that the Reserved Goods are property of TOTO Europe and will notify TOTO Europe without undue delay (unverzüglich). Where the buyer fails to comply with terms and conditions of the contract - in particular in the case of payment arrears (Zahlungsverzug) - TOTO Europe is entitled to take back the Reserved Goods or, where necessary, to demand the assignment of the buyer’s right to possession in respect of third parties. 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 § 771 German Code of Civil Procedure (Zivilprozessordnung – ZPO) or any provision of similar import applicable.
6.4 The repossession (Zurücknahme) or the attachment (Pfändung) of the reserved goods by TOTO Europe does not in itself constitute a rescission (Rücktritt) from the contract.
7. Warranty
7.1 TOTO Europe will perform its contractual obligations with the diligence of a prudent merchant (ordentlicher Kaufmann) and with due regard to the applicable norms and stipulations. Claims made by the buyer in respect of defects are only valid if it has properly observed its due obligations to check and complain under § 377 of the German Commercial Code (Handelsgesetzbuch – HGB).
7.2 If the buyer is an Entrepreneur, the warranty period is one year counting from when the goods are delivered. If the buyer is a Consumer, the warranty period is two years, for second hand goods one year counting from when the goods are delivered.
7.3 TOTO Europe points out that any deterioration of goods through their intended use will not trigger any warranty claims.
7.4 The goods sold by TOTO Europe comply with all laws and regulations required for their marketability in the European Union under Regulation (EC) No 765/2008 (reference: “Declaration of Conformity” on relevant product pages on TOTO Europe`s website http://eu.toto.com). It is the buyer`s responsibility that goods comply with any other laws and regulations applicable in any territory where goods would be used.
7.5 Receipt by the buyer of acceptance of the order or receipt of the products without prompt objection to the terms and conditions herein set forth, constitutes acceptance by the buyer of these terms and conditions.
7.6 Apart from this, the statutory rules of warranty apply subject to the proviso that TOTO Europe may, in its discretion, either repair or replace defective deliveries or services. The buyer is only entitled to exercise its further statutory rights if (i) two attempts by TOTO Europe to repair or replace have failed or (ii) such supplementary performance has been refused by TOTO Europe or has not been carried out in an appropriate way; however, even then, only within the limits set in Section 8 below.
8. Liability
8.1 TOTO Europe is liable for intent or gross negligence. For slight negligence, TOTO Europe is only liable if it culpably fails to fulfill an essential contractual obligation (wesentliche Vertragspflicht), whereas the liability is limited to the damage that is predictable and would typically occur.
8.2 The mere delivery of defective goods as such does not constitute a failure to fulfill essential contractual obligations (wesentliche Vertragspflichten).
8.3 Further liability - irrespective of the legal nature of the claim made - is excluded. This applies particularly to claims based on violations of contract or tort.
8.4 TOTO Europe is not liable for consequential damages (Folgeschäden), particularly due to lost profits or intangible damages (immaterielle Verluste).
8.5 Claims for damages against TOTO Europe are statute-barred one year after delivery of the goods, unless TOTO Europe is charged with intent or gross negligence. The statute of limitations for claims based on tort remains unaffected by this.
8.6 Liability due to culpable harm to life and limb remains unaffected. This also applies to mandatory liability in accordance with the German Product Liability Act (Produkthaftungsgesetz).
8.7 Insofar as the liability of TOTO Europe is excluded or limited, this also applies in respect of the personal liability of employees, staff, fee-lancers, representatives and agents of TOTO Europe.
9. Cooperation in Tax Matters
The buyer shall cooperate with TOTO Europe in all matters concerning tax in regard of the agreements entered into between the buyer and TOTO Europe.
10. Data Protection
10.1 For the initiation, conclusion, execution and unraveling of a purchase contract, TOTO Europe will process data on the basis of the European General Data Protection Regulation (GDPR) for the purpose of contract performance or to conduct pre-contractual measures. The legal basis for this is Article 6(1) Letter b of the GDPR.
10.2 TOTO Europe assures that personal data of the buyer and of the employees of the buyer will not be transferred to third parties, unless TOTO Europe is required to do so by law or if the buyer and/or respectively the employees of the buyer, as the case may be, expressly grant their consent in advance (Article 4 Number 11 of the GDPR pursuant to Article 7 of the GDPR). TOTO Europe will only use third-party services to perform data processing in compliance with the European General Data Protection Regulation. The personal data transmitted by the buyer and/or the employees of the buyer to TOTO Europe during order submission or by email (e.g., name or contact details) will only be processed for correspondence with the buyer and the employees of the buyer and only for the purposes for which the buyer and/or respectively the employees of the buyer provided their data to TOTO Europe. The legal basis for this is Article 6(1) Letters a & b of the GDPR.
10.3 TOTO Europe will only transfer data concerning the buyer and/or the employees of the buyer to the service provider or shipping company commissioned for the delivery and only if doing so is necessary for the delivery of the goods. The legal basis for this is Article 6(1) Letter b of the GDPR. For payment execution, TOTO Europe will transfer the payment details of the buyer and/or the employees of the buyer to the bank commissioned for the payment. The legal basis for this is Article 6(1) Letter b of the GDPR. Personal data submitted to TOTO Europe through its website will only be saved for as long as necessary for the purposes for which the data is processed (Article 5(1) Sentence 1 Letter e of the GDPR). If storage periods under commercial or tax law apply, the storage duration may last up to 10 years.
10.4 The buyer and the employees of the buyer have the right to access (Article 15 of the GDPR), the right to rectification (Article 16 of the GDPR), the right to erasure (Article 17 of the GDPR), the right to restriction of processing (Article 18 of the GDPR), the right to object (Article 21 of the GDPR) and the right to data portability (Article 20 of the GDPR). Furthermore, the buyer and the employees of the buyer have the right to lodge a complaint to a competent data protection supervisory authority (Article 77 of the GDPR pursuant to Section 19 of the new version of the German Federal Data Protection Act (Bundesdatenschutzgesetz neue Fassung, BDSG-neu). In case of questions about the processing of personal data concerning the buyer and/or the employees of the buyer or about the exercise of data subject rights, the buyer and/or the employees of the buyer, as the case may be, may contact TOTO Europe. For more information on how TOTO Europe processes data concerning the buyer respectively the employees of the buyer, please see:
Privacy policy for business partners and their employees
11. Applicable law, place of jurisdiction, severability
11.1 Applicable law for these General Terms and Conditions and all legal relationships is the law of the Federal Republic of Germany, with the exception of the UN Convention on Contracts for the International Sale of Goods. Place of performance for deliveries and payments is Düsseldorf, Germany. As far as the buyer is an Entrepreneur, the exclusive place of jurisdiction for the buyer for all disputes resulting directly or indirectly from or in connection with the contractual relationship is Düsseldorf, Germany. The same applies if the buyer does not have a place of jurisdiction in Germany or if its place of residence or habitual abode is unknown at the time of the legal action. TOTO Europe reserves the right to take legal action against the buyer at his place of residence, his registered business address or where a branch office is located.
11.2 The statutory place of jurisdiction for default proceedings (Mahngerichtsstand) remains unaffected.
11.3 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.
Legal notice
Legal notice
Headquarters & Registered Office
TOTO Europe GmbH
Zollhof 2
40221 Düsseldorf
Germany
London concept store
(Registered in England and Wales as an Overseas Company, number FC029191)
UK Registered Office
140–142 St. John Street
London EC1V 4UA
T +44 (0)207 831 7544
teu.london@toto.com
teu.info@toto.com
eu.toto.com
UK VAT registration number 984 7767 44
Operator
TOTO Europe GmbH
Zollhof 2
40221 Düsseldorf, Germany
Contact
Tel.: 0211 – 27308-200
Fax: 0211 – 27308-202
E-Mail: teu.information(at)toto.com
Managing Director
Mr Tatsuhiko Yasaka
Register entry
Commercial register entry
Registry court: Düsseldorf
Register number: HRB 24827
VAT ID number in accordance with § 27 a German VAT Law
DE258501442
WEEE registration number
Valpak Ltd., membership number: RM10119
Responsible for journalistic/editorial content in accordance with § 18 para. 2 MStV (German State Media Treaty)
Editorial content: Anja Giersiepen, TOTO Europe GmbH
Dispute resolution
The European Commission has an online dispute resolution platform: ec.europa.eu/consumers/odr
We do not participate in dispute resolution procedures held before consumer arbitration boards and are not required to.
External data protection representative in accordance with GDPR/ BDSG (German Federal Data Protection Act):
Mr Stefan Kleinermann
www.das-datenschutz-team.de
Realisation
Internet/advertising agency, CMS system:
Cramer & Consorten GmbH, www.cramer-cons.de
Administration:
Luisa Knatz, TOTO Europe GmbH
Sina Schwambach, TOTO Europe GmbH
Content Management System:
Typo3
TOTO UK TAX Strategy
Under paragraph 16(2) of Schedule 19 of the Finance Act 2016, we are required to publish our UK Tax Strategy in the current financial year, describing our approach to tax matters in the UK. The UK Tax Strategy relating to TOTO Europe GmbH in the UK is here.
Liability for content
We took great care in compiling the content for this website, which we constantly update and enhance. At the same time, we are not liable for any information that is not correct, complete or up to date.
As a service provider, we are responsible for our own content on these pages in line with general legislation in accordance. As a service provider, however, Digital Services Act states that we are also not required to monitor third-party information that has been transmitted or saved, or to research any information that may indicate illegal activities. Commitments to remove or block the use of information in accordance with general legislation remain unaffected. Any corresponding liability is only possible once there is knowledge of a specific legal violation. We will remove the relevant content immediately upon notification of any such violations.
Liability for links
Our website contains links to third-party websites. We have no influence over the content of these sites, and cannot accept responsibility for it as a result. The respective page operator or provider is responsible for the content of all linked pages. The linked pages were examined for potential legal violations when the links were created, and no violations were apparent at that time. At the same time, it is impossible to constantly check the content of all linked pages without a specific indication of any legal infringement. We will remove the relevant content immediately upon notification of any such violations.
Copyright
Any content and work on this website created by the operator is subject to German copyright law. The duplication, editing, distribution and any type of use outside of the boundaries of copyright law require express written permission from the corresponding author or creator. Downloads and copies of this page are only allowed for private, non-commercial use. Any content on this website that was not created by the operator is subject to third-party copyrights. As such, third-party content is identified as such. If you notice any copyright infringements, please notify us. We will remove the relevant content immediately upon notification of any such violations.
All of the material on this website, including graphics and text, is considered company property. It may not be used for other purposes or republished without permission.
General terms and conditions
GENERAL TERMS AND CONDITIONS
(hereinafter: "General Terms and Conditions") of TOTO Europe GmbH (hereinafter "TOTO Europe”)
Version: 15 April 2021
1. Validity of terms and conditions, written form
1.1 TOTO Europe delivers its goods exclusively on the basis of these General Terms and Conditions.
1.2 These General Terms and Conditions also apply to all future contracts between TOTO Europe and the buyer even if they are not separately agreed again. They replace all terms and conditions that were previously agreed between TOTO Europe and the buyer.
1.3 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 TOTO Europe and the buyer. TOTO Europe expressly rejects their applicability. This also applies if TOTO Europe carries out an order without reservation whilst being aware of contrary or additional terms and conditions of the buyer. TOTO Europe equally does not accept terms and conditions even if TOTO Europe refers or replies to correspondence that contains terms and conditions of the buyer or a third party or that makes reference to such.
1.4 Separate agreements, additions, modifications and supplementary agreements only apply if confirmed by TOTO Europe in writing.
1.5 “Entrepreneur” in terms of these General Terms and Conditions means a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession. “Consumer” in terms of these General Terms and Conditions means every natural person who enters into a legal transaction for a purpose that is outside his trade, business or profession.
2. Offer and conclusion of contract
2.1 Offers of TOTO Europe are not binding and subject to change. TOTO Europe reserves the right to make technical changes and changes in shape, color, and/or weight to goods already ordered; any such changes will be within reasonable limits.
2.2 TOTO Europe can accept a contract offer made through an order by means of an order confirmation within two weeks following receipt of such order. The order confirmation can be made in writing, by telefax or by e-mail. Confirmation of receipt of an order does not constitute a binding acceptance of such order.
3. Delivery time, time of performance, force majeure
3.1 Except in cases where delivery times and/or times of performance have been agreed as “fixed” expressly and in writing, delivery times and times of performance stated by TOTO Europe are to be understood as indicative, non-binding, subject to change and subject to self- supply.
3.2 TOTO Europe may render partial performances unless such partial performance is not of interest for the buyer.
3.3 Insofar as a delivery delay or delivery time was agreed as “fixed”, it refers to the time of transfer to the carrier or freight forwarder or to other companies charged with the transport of the goods. In all other cases, delivery delays and deadlines are deemed to have been observed if TOTO Europe was in a position to dispatch the goods in time, insofar as this ability to dispatch was communicated to the buyer.
3.4 If, with respect to TOTO Europe, circumstances prevail, for which TOTO Europe is not responsible and which make performance substantially more difficult or impossible, then TOTO Europe is entitled to rescind the contract insofar as the hindrance is not only of a temporary nature. In the event of goods being unavailable, TOTO Europe will without undue delay (unverzüglich) (i) inform the buyer and (ii) return any payments already received. In the case of temporary obstacles the delivery period will be extended by the length of time for which the obstacle exists.
3.5 If (i) TOTO Europe has failed to meet a deadline, and (ii) the buyer sets an appropriate additional delay for delivery or performance, it is entitled, after this period has expired to no avail, to rescind the contract. In this case, statutory claims apply to both the consideration for TOTO Europe and the claims of the buyer, but only within the limits set in Section 8 below.
4. Dispatch and transfer of risk
4.1 All goods are dispatched from the point of dispatch as specified in the order confirmation and for the account of the buyer.
4.2 If the buyer is an Entrepreneur, the risk of accidental loss or accidental deterioration of the goods passes to the buyer when the object for delivery is handed over to the carrier or freight forwarder or to other companies charged with carrying out the dispatch. This also applies to partial deliveries. If the buyer is a Consumer, the risk of accidental loss or accidental deterioration of the goods does not pass to the buyer until the object for delivery is handed over to the buyer. This also applies to partial deliveries.
4.3 Buyer’s delay in accepting goods shall have the same legal consequences as the handing over of the goods.
4.4 If delivery or dispatch is not made for reasons that lie outside the responsibility of TOTO Europe, the risk of accidental loss or accidental deterioration of the goods will pass to the buyer as soon as TOTO Europe reports to the buyer its readiness to deliver.
4.5 Dispatch is made without insurance, using a freight forwarder selected at the discretion of TOTO Europe (e.g. German Postal Service (Deutsche Post) / DHL, parcel services, rail or hauler). An agreement made exceptionally to deliver with carriage paid only covers normal freight.
5. Prices and payment
5.1 The prices from the price list of TOTO Europe that is valid on the day the order is placed apply. The rate of Value Added Tax applicable at such time as well as the costs for packaging and delivery are not included in these prices.
5.2 Invoices of TOTO Europe are payable net without deductions immediately after invoicing. TOTO Europe can make deliveries dependent on advance payments or the deposit of security. If the payment period is exceeded, the buyer is in arrears (Verzug), without a reminder (Mahnung) being necessary. TOTO Europe can, at its discretion, set off payments of the buyer against costs, interest and debts of the buyer, and will in this case inform the buyer about the way in which such set-off is being carried out.
5.3 The buyer only has a right of set-off payment if its counter-claims (i) have been confirmed by final and irreversible judgment of a court, or (ii) are undisputed or are recognized by TOTO Europe in writing.
5.4 The buyer can only invoke a right of retention on the basis of its own counter-claims if the counter-claims relate to the same contractual relationship. If the buyer is an Entrepreneur, a right of retention on the basis of its own counter-claims is excluded.
6. Retention of title
6.1 The transfer of title in delivered goods (hereinafter: “Reserved Goods”) only occurs when the purchase price has been paid in full. If the buyer is an Entrepreneur, TOTO Europe retains title in delivered goods until all of its claims against the buyer arising out of the current business relationship have been met in full. The buyer is entitled to process and to sell the Reserved Goods in proper business dealings as long as it is not in arrears (Verzug). The buyer may not impawn (verpfänden) unpaid goods or transfer title in unpaid goods by way of security. All claims arising from the resale or based on any other legal grounds in respect of the Reserved Goods (including all current account receivables) are hereby assigned to their full extent by the buyer to TOTO Europe by way of security. TOTO Europe grants the purchaser revocable authorization to collect in its own name for the account of TOTO Europe the claims assigned to TOTO Europe. This authorization to collect claims can be revoked if the purchaser does not fully comply with its payment obligations.
6.2 To the extent the value of the security mentioned above exceeds the claims of TOTO Europe by more than 10% in total, TOTO Europe will return the excessive securities upon request.
6.3 If third parties seize the Reserved Goods, the buyer will advert such third parties to the fact that the Reserved Goods are property of TOTO Europe and will notify TOTO Europe without undue delay (unverzüglich). Where the buyer fails to comply with terms and conditions of the contract - in particular in the case of payment arrears (Zahlungsverzug) - TOTO Europe is entitled to take back the Reserved Goods or, where necessary, to demand the assignment of the buyer’s right to possession in respect of third parties. 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 § 771 German Code of Civil Procedure (Zivilprozessordnung – ZPO) or any provision of similar import applicable.
6.4 The repossession (Zurücknahme) or the attachment (Pfändung) of the reserved goods by TOTO Europe does not in itself constitute a rescission (Rücktritt) from the contract.
7. Warranty
7.1 TOTO Europe will perform its contractual obligations with the diligence of a prudent merchant (ordentlicher Kaufmann) and with due regard to the applicable norms and stipulations. Claims made by the buyer in respect of defects are only valid if it has properly observed its due obligations to check and complain under § 377 of the German Commercial Code (Handelsgesetzbuch – HGB).
7.2 If the buyer is an Entrepreneur, the warranty period is one year counting from when the goods are delivered. If the buyer is a Consumer, the warranty period is two years, for second hand goods one year counting from when the goods are delivered.
7.3 TOTO Europe points out that any deterioration of goods through their intended use will not trigger any warranty claims.
7.4 The goods sold by TOTO Europe comply with all laws and regulations required for their marketability in the European Union under Regulation (EC) No 765/2008 (reference: “Declaration of Conformity” on relevant product pages on TOTO Europe`s website http://eu.toto.com). It is the buyer`s responsibility that goods comply with any other laws and regulations applicable in any territory where goods would be used.
7.5 Receipt by the buyer of acceptance of the order or receipt of the products without prompt objection to the terms and conditions herein set forth, constitutes acceptance by the buyer of these terms and conditions.
7.6 Apart from this, the statutory rules of warranty apply subject to the proviso that TOTO Europe may, in its discretion, either repair or replace defective deliveries or services. The buyer is only entitled to exercise its further statutory rights if (i) two attempts by TOTO Europe to repair or replace have failed or (ii) such supplementary performance has been refused by TOTO Europe or has not been carried out in an appropriate way; however, even then, only within the limits set in Section 8 below.
8. Liability
8.1 TOTO Europe is liable for intent or gross negligence. For slight negligence, TOTO Europe is only liable if it culpably fails to fulfill an essential contractual obligation (wesentliche Vertragspflicht), whereas the liability is limited to the damage that is predictable and would typically occur.
8.2 The mere delivery of defective goods as such does not constitute a failure to fulfill essential contractual obligations (wesentliche Vertragspflichten).
8.3 Further liability - irrespective of the legal nature of the claim made - is excluded. This applies particularly to claims based on violations of contract or tort.
8.4 TOTO Europe is not liable for consequential damages (Folgeschäden), particularly due to lost profits or intangible damages (immaterielle Verluste).
8.5 Claims for damages against TOTO Europe are statute-barred one year after delivery of the goods, unless TOTO Europe is charged with intent or gross negligence. The statute of limitations for claims based on tort remains unaffected by this.
8.6 Liability due to culpable harm to life and limb remains unaffected. This also applies to mandatory liability in accordance with the German Product Liability Act (Produkthaftungsgesetz).
8.7 Insofar as the liability of TOTO Europe is excluded or limited, this also applies in respect of the personal liability of employees, staff, fee-lancers, representatives and agents of TOTO Europe.
9. Cooperation in Tax Matters
The buyer shall cooperate with TOTO Europe in all matters concerning tax in regard of the agreements entered into between the buyer and TOTO Europe.
10. Data Protection
10.1 For the initiation, conclusion, execution and unraveling of a purchase contract, TOTO Europe will process data on the basis of the European General Data Protection Regulation (GDPR) for the purpose of contract performance or to conduct pre-contractual measures. The legal basis for this is Article 6(1) Letter b of the GDPR.
10.2 TOTO Europe assures that personal data of the buyer and of the employees of the buyer will not be transferred to third parties, unless TOTO Europe is required to do so by law or if the buyer and/or respectively the employees of the buyer, as the case may be, expressly grant their consent in advance (Article 4 Number 11 of the GDPR pursuant to Article 7 of the GDPR). TOTO Europe will only use third-party services to perform data processing in compliance with the European General Data Protection Regulation. The personal data transmitted by the buyer and/or the employees of the buyer to TOTO Europe during order submission or by email (e.g., name or contact details) will only be processed for correspondence with the buyer and the employees of the buyer and only for the purposes for which the buyer and/or respectively the employees of the buyer provided their data to TOTO Europe. The legal basis for this is Article 6(1) Letters a & b of the GDPR.
10.3 TOTO Europe will only transfer data concerning the buyer and/or the employees of the buyer to the service provider or shipping company commissioned for the delivery and only if doing so is necessary for the delivery of the goods. The legal basis for this is Article 6(1) Letter b of the GDPR. For payment execution, TOTO Europe will transfer the payment details of the buyer and/or the employees of the buyer to the bank commissioned for the payment. The legal basis for this is Article 6(1) Letter b of the GDPR. Personal data submitted to TOTO Europe through its website will only be saved for as long as necessary for the purposes for which the data is processed (Article 5(1) Sentence 1 Letter e of the GDPR). If storage periods under commercial or tax law apply, the storage duration may last up to 10 years.
10.4 The buyer and the employees of the buyer have the right to access (Article 15 of the GDPR), the right to rectification (Article 16 of the GDPR), the right to erasure (Article 17 of the GDPR), the right to restriction of processing (Article 18 of the GDPR), the right to object (Article 21 of the GDPR) and the right to data portability (Article 20 of the GDPR). Furthermore, the buyer and the employees of the buyer have the right to lodge a complaint to a competent data protection supervisory authority (Article 77 of the GDPR pursuant to Section 19 of the new version of the German Federal Data Protection Act (Bundesdatenschutzgesetz neue Fassung, BDSG-neu). In case of questions about the processing of personal data concerning the buyer and/or the employees of the buyer or about the exercise of data subject rights, the buyer and/or the employees of the buyer, as the case may be, may contact TOTO Europe. For more information on how TOTO Europe processes data concerning the buyer respectively the employees of the buyer, please see:
Privacy policy for business partners and their employees
11. Applicable law, place of jurisdiction, severability
11.1 Applicable law for these General Terms and Conditions and all legal relationships is the law of the Federal Republic of Germany, with the exception of the UN Convention on Contracts for the International Sale of Goods. Place of performance for deliveries and payments is Düsseldorf, Germany. As far as the buyer is an Entrepreneur, the exclusive place of jurisdiction for the buyer for all disputes resulting directly or indirectly from or in connection with the contractual relationship is Düsseldorf, Germany. The same applies if the buyer does not have a place of jurisdiction in Germany or if its place of residence or habitual abode is unknown at the time of the legal action. TOTO Europe reserves the right to take legal action against the buyer at his place of residence, his registered business address or where a branch office is located.
11.2 The statutory place of jurisdiction for default proceedings (Mahngerichtsstand) remains unaffected.
11.3 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.
Privacy policy
Data Protection Policy
Data Protection Policy – Your data is safe with us
Data protection is a question of trust, and your trust is important to us. We respect your privacy. For this reason, protecting, collecting, processing and using your personal data are very im-portant issues for us. We want you to feel secure when visiting our websites. For this reason, we strictly comply with all legal regulations when processing your personal data, and want to share more information about our data collection and usage processes here.
Scope and purpose of data processing
1. Anonymous data collection
You can visit our website without providing any personal information. We only save so-called “server log files”, or anonymous access data such as the name of your internet provider, the internet browser in use, the website from which you are accessing ours, the date and time of access, or the name of the requested file. We only evaluate this information to improve our services, and it cannot be traced back to you. This data is assessed exclusively for the purposes of improving our services and cannot be traced back to you.
This anonymous data is stored separately from any personal data you may provide, which means that it cannot be traced back to any specific person. It is evaluated solely for statistical purposes, to improve our website and services. The legal basis for the temporary storage of data and the “server log files” is Art. 6 para. 1 lit. f GDPR. Saving data in log files helps ensure that the website functions properly. The data is deleted once no longer needed for the purpose for which they were collected. When it comes to data recorded to provide this website, it is deleted when the corresponding session has been ended.
2. Collecting and processing personal data
If you wish to use one of our company’s services through our website, it’s possible that it may require processing of your personal data. If there is no legal basis for the processing of personal data, we will first obtain consent from the affected person. This will be clearly visible at these corresponding points throughout the website. This may be necessary when registering for our website, subscribing to our newsletter or contacting us using our contact form. The legal foun-dation for processing data in which we obtain your consent for processing purposes is found in Art. 6 I lit. a) GDPR. If it is necessary to process personal data to fulfil or initiate a contract (e.g. for the delivery of goods or the performance of such services, or for inquiries about our prod-ucts and services), this is done in accordance with Art. 6 I lit. b) GDPR.
We save personal data that you transmit, such as your name, company, address, e-mail and phone number, for the purposes of individual communication with you in compliance with the General Data Protection Regulation (GDPR) and “new BDSG” (German Federal Data Protection Act). Please note that confidential information should not be sent using our contact form.
The legal basis for processing data transmitted in the course of sending an e-mail is Art. 6 pa-ra. 1 lit. f GDPR. If the e-mail contact involves signing a contract, the additional legal basis for processing this data is Art. 6 para. 1 lit. b GDPR.
3. Registration
You have the opportunity to register on our website by providing your personal data. The data we collect in the process of registration are clearly visible on the input screen.
When you register, we save your IP address, data and the time of your registration. This safe-guards us in the event that a third party would misuse your e-mail address as well as our ser-vices without your knowledge. We do not collect any additional data. We do not pass this data on to third parties provided there is no legal requirement to do so, or if forwarding this data would result in prosecution.
You have the option of changing the personal data you provided during registration at any time, or to have us delete all of it under observation of legal provisions for data storage based on valid regulations and/or tax codes.
Your registration is required to keep certain content and services ready for your use on our website. The legal foundation for processing data with user consent is found in Art. 6 para. 1 lit. a GDPR. If the registration is necessary to fulfil a contract in which the user is a party to the contract, or to implement pre-contract measures, the additional legal basis for processing data is Art. 6 para. 1 lit. b GDPR. The data is deleted once it is no longer needed for the purpose for which it was collected.
4. Cookies
Our website uses so-called “cookies”. These make our website more user-friendly, effective and secure, especially when it comes to accelerating navigation on our platform. Cookies also make it possible for us to track the frequency of page impressions and the navigation overall. Cookies are small text files that are stored on your computer. We point out that several of these cookies are sent from our server to your computer system, most of which are so-called “session cook-ies”. “Session cookies” are automatically deleted from your hard drive once the browser ses-sion has come to an end. Other cookies remain on your computer system, allowing us to recog-nise you when you return to our website (so-called persistent cookies). Of course, you can re-fuse cookies at any time if your browser allows. Please note that you may not be able to use all of the functionalities of our website to their fullest extent in this case. When you access our website, we notify you about the use of cookies for analytics purposes, and ask for your consent to process the personal data used in this context. We also make reference to this Data Protec-tion Policy at this time. The legal basis for the processing of personal data using cookies re-quired for technical reasons is Art. 6 para. 1 lit. f GDPR. The legal basis for using cookies to pro-cess personal data for analytics purposes with your prior consent is Art. 6 para. 1 lit. a GDPR.
Cookie type
Cookie name
Validity
Description
Session cookie
PHPSESSID
End of the session
Browser session
Performance cookie
Third party cookies
_gat
1 minute
Google Analytics uses this cookie to monitor the request rate of company servers. This cookie tells us which areas of our website need improvement. The _gat cookie does not allow us to personally identify users because it does not collect any personal data.
Performance cookie
Third party cookies
__ga
2 years
Google Analytics uses this cookie to distinguish between users when collecting information about accessed websites. This cookie tells us which areas of our website need improvement. The _ga cookie does not allow us to personally identify users because it does not collect any personal data.
Performance cookie
Third party cookies
_gid
1 day
Google Analytics uses this cookie to distinguish between users.
Performance cookie
Third party cookies
CONSENT
20 years
Google saves this cookie in the event that the user consents to tracking.
Performance cookie
Third party cookies
OTZ
1 month
Google provides this cookie to make its services available to you.
Performance cookie
cookieConsent
2 years
This cookie saves the value “CookieOkay” if the user has already actively consented to the use of cookies. This prevents the request for consent to cookies from appearing if the user returns to the website.
Session cookie
be_typo_user
End of the session
Session ID for logged in backend users.
5. Using plugins
Use of Google Analytics with anonymization
We have activated IP anonymization on this website (anonymizeIp). As a result, Google abbreviates your IP address within European Union member states or in other Privacy Shield framework member states within the European Economic Area. The complete IP address is only sent to the US before being shortened in exceptional cases. We have contracted Google to use this information to evaluate how you use our website, to com-pile reports on website activities, and to perform other services for us related to website and internet use.
The IP address transmitted from your browser for Google Analytics is not combined with any other Google data. You can use a specific setting in your browser software to pre-vent cookies from being saved. Please note that you may not be able to use all of the functionalities of our website to their fullest extent in this case.
You can keep the data relevant to your website use that this cookie generates from be-ing transmitted to Google (including your IP address) and also prevent Google from pro-cessing this data by downloading and installing the browser plug-in available at the fol-lowing link: http://tools.google.com/dlpage/gaoptout?hl=de.
Instead of using the browser plugin, you can click on the following link (also on mobile device browsers) to set an opt-out cookie that keeps Google Analytics from recording your data (this opt-out cookie only works in this browser and for this domain. If you de-lete the cookies in your browser, you’ll have to click on the link again):
Deactivate Google Analytics
Activate Google Analytics
This website utilises the conversion tracking technology of the social media network Pinterest (Pinterest Europe Ltd., Palmerston House, 2nd Floor, Fenian Street, Dublin 2, Irland). With this system, data on the surfing behaviour of website visitors can be processed in pseudonymised form and in turn stored and analysed. To make this possible, a so-called conversion-tracking pixel from Pinterest is integrated into our webpages. When you visit our website, the pixel informs Pinterest that you have accessed the website, and tells it which portions of our assortment you found interesting.
To the extent that personal data are processed, this takes place on the basis of our legitimate interest in including personalised advertising, as well as our legitimate interest in the statistical analysis of the effectiveness of product advertisements on Pinterest and of the purchasing behaviour of users, so that such processing helps us to optimise our online assortment, pursuant to Art. 6 Sec. 1 sub f GDPR. To the extent required by law, we have, pursuant to Art. 6 Sec. 1 sub a GDPR, obtained your consent to process your data in the manner described above. You have the right, at any time, prospectively to revoke your consent.
To the extent that you have accessed our website from a PIN code on Pinterest, we shall place a cookie on your computer that will interact with a simultaneously implemented tag in the form of a JavaScript code from Pinterest. The cookie will lose its validity in 180 days and is not employed for the purpose of personal identification.
Further information concerning Pinterest’s data protection provisions can be found at https://policy.pinterest.com/en/privacy-policy
You can at any time deactivate the gathering of data for the purpose of displaying interest-based advertisement on Pinterest by means of your Pinterest account settings via the link, https://www.pinterest.com/settings.
.
This website utilises the so-called Facebook pixel of the Facebook social media network (Facebook Inc., 1 Hacker Way, Menlo Park, CA 94025, USA, operated in the EU by Facebook Ireland Ltd, 4 Grand Canal Square, Grand Canal Harbour, Dublin 2, Irland).
When you visit our online assortment, Facebook is able, through the use of the Facebook pixel, to identify you as a target group for the display of advertisements (so-called Facebook ads). Correspondingly, we deploy the Facebook pixel in order to display our Facebook ads solely to those Facebook users who also have demonstrated an interest in our online assortment or who are characterised by specific features (such as an interest in certain topics or products in view of the websites visited by them), which features we pass on to Facebook (so-called custom audiences). We also use Facebook pixels in order to ensure that our Facebook ads correspond to the potential interests of users and that they do not have an annoying effect. In addition, the Facebook pixel enables us to evaluate the effectiveness of our Facebook ads and, for statistical purposes, to determine the extent to which users are transferred to our website upon clicking on a Facebook ad (so-called conversion).
To the extent that personal data are processed, this takes place on the basis of our legitimate interest in including personalised advertising, as well as our legitimate interest in the statistical analysis of the effectiveness of product advertisements on Pinterest and of the purchasing behaviour of users, and thus helps us to optimise our online assortment, pursuant to Art. 6 Sec. 1 sub f GDPR. To the extent required by law, we have, pursuant to Art. 6 Sec. 1 sub a GDPR, obtained your consent to process your data in the manner described above. You have the right, at any time, prospectively to revoke your consent.
The data thus collected are anonymous for us and do not permit us to draw conclusions as to the identity of the website visitor in question. Nevertheless, the data are stored and processed by Facebook, such that a connection to the user profile in question is possible, and Facebook is able to utilise the data for its own advertising purposes, in correspondence with the data use guidelines of Facebook.
Information concerning Facebook’s rules for data protection is available here: https://www.facebook.com/policy.php
Information concerning how the Facebook pixel functions is available here: https://www.facebook.com/business/help/742478679120153?id=1205376682832142
It’s possible that third party content may appear on our website, e.g. YouTube videos, Google Maps material, RSS feeds or graphics from other websites. This takes place on the basis of our legitimate interests (interest in the analysis, optimisation and efficient operation of our website within the meaning of Art. 6 para. 1 lit. f. GDPR). This always assumes that the provider of this content (referred to in the following as “third-party provider”) uses the user’s IP address. Without the IP address, it is impossible for the pro-vider to send the content to the corresponding user’s browser. As such, the IP address is necessary to display this content. We take every effort to only use content supplied by providers who only use the IP address to display this content. However, we cannot pre-vent the third-party provider from storing the IP address for statistical purposes, for ex-ample. We notify users about such situations if we are aware of them.
6. Publishing job advertisements/online job advertisements
We electronically collect and process your application data for the purpose of handling job ap-plications. If your application results in the signing of an employment contract, we can save the data you provided in your personnel file for the purposes of regular organisational and adminis-trative processes under observation of the relevant legal requirements. Data protection law allows for the collection of data necessary to justify an employment relationship in accordance with § 26 para. 1 clause 1 “new BDSG” in combination with Art. 88 para. 1 GDPR. If you willing-ly provide us with information about yourself beyond what is necessary in this process, this is done with your consent in accordance with Art. 6 para. 1 clause 1 lit. a GDPR. During pro-cessing, your data may be transmitted to people within our company as well as contractually tied service providers bound to confidentiality that are responsible for some of the data pro-cessing work. If your application is rejected, the data you sent to us will be automatically deleted two months following notification of this rejection. This does not apply if a longer storage period is required for legal reasons (e.g. burden of proof in accordance with the General Equal Treatment Act, AGG) or if you specifically agreed to a longer storage period in our database of potential candi-dates for employment.
7. Rights of affected persons
According to the General Data Protection Regulation (GDPR), you have the right to receive in-formation about the personal data we have stored about you free of charge. You also have the right to obtain information about the processing purposes, categories of personal data that we process, recipients or categories of recipients to which this data was or will be disclosed (espe-cially for recipients in third countries or in international organisations), the planned storage duration of the personal data if possible, a right to correct, limit (block) or delete this data, as well as the origin of the data. You also have the right to appeal to a regulatory authority, or to revoke your declaration of consent under data privacy law at any time. Revoking this consent will not impact the legality of any processing that took place prior to the revocation.
8. Transferability of data
You have the right to receive the personal data you provided directly to us. We will provide this data in a machine-readable and structured format upon request. You will need to prove your identity to obtain your data.
9. Data security
We use TLS to safely transmit your encrypted data when registering on our website and/or us-ing our contact forms. We use technical and organisational means to protect our website and systems in order to keep unauthorised people from losing, destroying, accessing, changing or distributing your data. It is only possible to access your user account by entering your personal password. Be sure to keep your access information confidential at all times and close your browser window once you are done communicating with us, especially when using a public or shared computer.
10. Deleting and blocking personal data
Personal data is deleted and blocked once it is no longer required for its designated purpose, provided it is not needed to fulfil or initiate a contract. This is done under observation of legal provisions for data storage based on valid regulations and/or tax codes.
11. Contact options
We give you the option of contacting us via e-mail and/or by filling out contact forms on our website. In this case, the information you provide to us will be saved for the purposes of pro-cessing your reason for contacting us. In the process of sending us your data, we ask for your consent to process your data and also refer to this Data Protection Policy. It is also possible to contact us via the provided e-mail address. In this case, the user’s personal data transmitted in the e-mail will be saved. We only process personal data provided on our contact form for the purpose of processing this communication. The same necessary legitimate interest in pro-cessing data also applies if you contact us by e-mail. We never pass on your data to third par-ties. We also do not compare such collected data with other data that may have been collected by other components on our website. The legal basis for the processing of data with advance user consent is Art. 6 para. 1 lit. a GDPR. The legal basis for processing data transmitted in the course of sending an e-mail is Art. 6 para. 1 lit. f GDPR. If the e-mail contact involves signing a contract, the additional legal basis for processing this data is Art. 6 para. 1 lit. b GDPR. The data is deleted once it are no longer required to complete the process for which it was collected.
12. More information and representative contact details
Please contact us if you have any additional questions about data protection. If you have any questions about the collection, processing or use of your personal data, or to get information about, correct, restrict (block) or delete data, or to revoke your consent, please contact:
TOTO Europe GmbH'
Mr Stefan Kleinermann
Zollhof 2
40221 Düsseldorf, Germany
Phone: 0211-27308-200
E-mail: teu.information@toto.com