General Terms & Conditions for purchase and delivery to Entrepreneurs (“GTC”)
1. General – Scope
1.1 These GTCs for purchase and delivery shall apply only to product deliveries to Entrepreneurs. They are exclusively applicable to all future business relations, even if they are not expressly agreed again. Any other GTCs of an entrepreneur conflicting or deviating from the present GTCs of purchase and delivery will not be accepted unless we expressly agree in writing. These GTCs for purchase and delivery even apply if we carry out the delivery to the Entrepreneurs without reservation, being aware of conditions of the Entrepreneur conflicting or deviating from our purchase and delivery GTCs.
1.2 For services (especially training and seminars) separate terms and conditions apply.
1.3 Verbal agreements are not taken.
1.4 A contract shall be concluded only by a written order confirmation or immediate delivery by us. Payment by PayPal, instant bank transfer or payment in advance shall deem to be a conclusion as soon as the payment instruction was confirmed by the payment service provider or by the financial institution. An effective contract conclusion in the online shop shall be deemed always upon a completed and sent order.
1.5 The states determined in the service description (order confirmation), determine the characteristics of the item fully and completely.
1.6 Our statements in connection with these GTCs (e.g., service description, order confirmation, etc.) do not constitute an acceptance of a guarantee. In case of doubt only the written consent by us on the acceptance of a guarantee shall prevail.
1.7 Order changes are only possible in exceptional cases and only if the manufacturing has not started yet. Any costs due to order changes requested by the Entrepreneur shall be borne by him-/herself.
2. Offer – Offer documents
2.1 All our offers are without obligation, unless the contrary is determined.
2.2 Drawings, illustrations, dimensions and weights and other performance data are only binding if expressly agreed in writing.
3. Prices – Payment
3.1 Unless stated in the order confirmation or unless otherwise agreed, our prices are based on Incoterms 2020 „ex works“, including packaging.
3.2 All purchase orders must be paid in advance via wire transfer or PayPal.
3.3 We will ship the ordered products upon fully completed bank transaction of the payable price.
3.4 Applicable Sales Tax will be added to our prices; it is shown separately on the invoice at the statutory rate on the date of invoicing.
3.5 Unless stated in the order confirmation or unless otherwise agreed, the purchase price is payable net (without deduction) in advance. If the purchaser is in default of payment, we are entitled to demand an additional interest at the rate of 9% per anno above the standard bank interest rates. If we are able to prove a higher damage caused by default, we are entitled to such claim.
3.6 You are only entitled to offset rights if your counterclaims have been legally established and are undisputed or acknowledged by us. You are also entitled to exercise a right of retention insofar as a counterclaim is based on the same legal grounds.
4. Delivery time
4.1 The beginning of the quoted delivery time depends on the clarification of all technical questions.
4.2 We will be only responsible for the timely procurement of the purchase item if we get the purchase item or the necessary supplies on time. However, we will inform the Entrepreneur immediately about any unavailability or delayed availability of the delivery item or supplies. The burden of proof for a breach of duty in connection with the procurement of the item delivered to be our responsibility, is the responsibility of the Entrepreneur.
4.3 Compliance with our delivery obligation requires the timely and proper fulfillment of the obligations of the Entrepreneur. The defense of breach of contract is hereby reserved.
4.4 If the Entrepreneur is in default of acceptance or violates other obligations to cooperate, we are entitled to demand compensation for damages incurred by us, including arising additional expenses. Further claims are hereby reserved.
4.5 If the purchaser, in case of default of acceptance, does not fulfill his obligation of acceptance within a reasonable time after written request, we are entitled to refuse the performance of the contract and to claim damages for non-performance. In this case we are entitled, either to demand a lump sum of 20% of the agreed gross purchase price as a compensation, unless the Entrepreneur proves a lower damage, or we are entitled to demand compensation for the actually incurred damage by the Entrepreneur.
4.6 In case of Sec. 4.4 the risk of accidental loss or accidental deterioration of the product is the responsibility of the Entrepreneur from the date when s/he is in default of acceptance or due to debtor‘s delay.
4.7 Partial deliveries are permissible.
4.8 In case of force majeur or any other similar incident beyond our control the delivery date shifts accordingly. The contractual obligations remain unaffected.
5. Terms of delivery – Transfer of Risk
5.1 If the delivery is not carried out by us, all deliveries are carried out at the risk of the Entrepreneur, who is also responsible for insuring the ordered products. The transfer of risk takes place at the date of delivery by us to the shipping agent or the Entrepreneur.
5.2 Obvious transport damages must be claimed in writing immediately upon acceptance of the ordered products, hidden transport damages no later than fourteen days after the discovery at the delivering shipping agent.
5.3 In case of a dispatch by us, we reserve the right to choose the route of delivery and the shipping method.
6. Warranty and liability for any other defects
6.1 Guarantees are provided by us only in the context of individual-contractual agreements.
6.2 The obligation to examine the goods and to give notice of defects applies at all times.
6.3 We grant a warranty period for new goods and limit it – with the exception of claims for damages in accordance with Sec.7 of these GTCs and for the stationary hardware of TimeWaver Basis/Pro/PDA/BIZ/Coach/ RealTimeWaver and Frequency – of one year.
6.4 It is possible for the stationary hardware of TimeWaver Basis/Pro/PDA/BIZ/Coach/RealTimeWaver and Frequency to extend the warranty to up to 5 years from new purchase by separate agreement.
6.5 For used goods, the warranty is – with the exception of claims for damages according to Sec. 7 of these GTCs – completely excluded. Complaints cannot be further accepted when the products were purchased from so called second hand or special items and the usability of the products is not affected significantly. Defects, that are taken into account when purchasing, cannot be considered or interpreted as a warranty claim. Complaints about impairments which are unavoidable at the state of the art, such as unavoidable color variations do not constitute defects, as these occur neither due to the material nor the manufacturing. The same applies to minor variations in quality, weight, size, thickness, width, finish, pattern and color, as far as these are allowable according to a valid norm.
6.6 The warranty on repaired and refurbished devices is limited to 1 year, provided the repair is done by TimeWaver. Defects occurring after repairs due to wear and tear, improper handling or the effects of force are completely excluded from such warranty.
6.7 If there is a defect in the purchased item which we are responsible for, it is our discretionto accept such claim for repair or replacement. The expenses necessary for the supplementary performance bears the Entrepreneur, if they are increased due to the fact that the delivered item is transported to a place other than the premises of the Entrepreneur, unless the transport is in accordance with its intended use.
6.8 If a two-time repair or replacement fails, the Entrepreneur is entitled at his discretion to withdraw from the contract or request a reduction of the purchase price. Further claims are excluded. This applies in particular to claims for damages caused by the Entrepreneur.
6.9 If the Entrepreneur asserts rights, we exclude liability for damages – to the extent permitted by law.
7.1 We are fully liable according to the legal provisions for damages to life, body and health caused by a negligent or willful breach of duty by us, our legal representatives or our agents, or for damages that are covered by liability under the Product Liability Act. For damages that are not covered by sentence 1 and are based on intentional or grossly negligent breach of contract and bad faith by us, our legal representatives or our vicarious agents, we are liable according to legal regulations. In this case, however, the liability for damages is limited to foreseeable, typically occurring damage if we, our legal representatives or our agents did not act deliberately. In the extent to which we have given concerning the goods or any part thereof a quality guarantee, we are also liable under this warranty. For damages based on the lack of guaranteed quality, but do not directly affect the goods, we are only liable if the risk of such damage is clearly covered by the guarantee of quality.
7.2 We are also liable for damages caused by negligence insofar the negligence concerns the breach of such contractual obligations, which are relevant for the fulfillment of the primary contractual obligations from the Entrepreneur ś objectified perspective and that would significantly affect the performance success if they are disregarded. However, we are only liable if the damages are typically associated with the contract and are foreseeable.
7.3 A further liability is excluded regardless of the legal nature of the asserted claim; this applies particularly in regard to tort claims or claims for reimbursement of expenses in lieu of performance.
7.4 As far as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives and agents.
We are entitled to cancel a sales contract at any time and without reminding if the assets of the Entrepreneur have deteriorated significantly and consequently the performance of the obligation of the Entrepreneur is at risk. These conditions are regarded as fulfilled if there are any suspensions of payment, enforcement measures due to claims for payment, bill and cheque protests against the Entrepreneur or if insolvency proceedings on the Entrepreneur’s assets are claimed or opened. These rights exist even if these conditions have already been existent when concluding the contract, but we were not aware of them at this time.
9. No withdrawal of the Entrepreneur
The Entrepreneur has no right of withdrawal within the prerequisites of Sec. 8 applicable to us.
10. Retention of title
10.1 We retain title to the products until receipt of all payments arising from the business relationship.
10.2 The Entrepreneur is obliged to treat the goods with care. In particular, s/he is obliged to insure the goods at his/her own expense against fire, water and theft damage to the reinstatement value.
10.3 In case of seizure or other interventions, the purchaser shall inform us immediately in writing so that we can take legal proceedings and/or actions. If the third party is not able to reimburse the judicial and extra-judicial costs of an action, the Entrepreneur shall be liable for any loss incurred by us.
10.4 The Entrepreneur is entitled to resell the products in the ordinary course of business; however, s/he assigns all claims to the amount of the final invoice (including any relevant Sales Tax) of our claim accruing to him/her from the resale against his customers or third parties, regardless of whether the goods were resold without or after processing. Even after assignment, the Entrepreneur remains entitled to collect this debt. Our authority to collect the debt ourselves remains unaffected. However, we undertake not to collect this debt as long as the Entrepreneur meets his/her payment obligations from the collected proceeds, is not in default of payment and particularly if there is no application for opening of insolvency proceedings or suspension of payments. If this is the case, we can demand that the Entrepreneur gives us the assigned claims of the debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) about the assignment.
10.5 The processing or transformation of the purchase product by the Entrepreneur is always done for us. If the purchase item is processed with other objects not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the item (final invoice amount including any relevant Sales Tax) to the other processed items at the time of processing. Apart from that, to the item created by processing applies the same as to the item delivered under retention of title.
10.6 The Entrepreneur also assigns to us the claims to secure our claims against him which accrue from the connection of the purchase item with a property to a third party.
In case of a product order successfully generated by a referrer for a Entrepreneur to purchase our product the particular further GTCs are applicable to a referrer.
12. Applicable Law
Contractual relationships, to which these terms and conditions apply, are subject to the laws of the State of Florida/USA – the provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 are exempt.
13. Jurisdiction – Place of Performance
13.1 For all disputes arising from the contractual relation- ship, if the customer is a merchant, a legal entity under public law or a special fund under public law, then the place of jurisdiction is our registered office in Florida/USA. However, we are also entitled to sue the Entrepreneur at his residence or place of business.
13.2 Place of performance for all disputes arising from this contract is our registered office unless otherwise specified in the order confirmation.
14. Severability clause
If individual provisions of these GTCs are not legally effective or lose their legal validity due to later circumstances or a gap in the contract becomes apparent, the validity of the remaining provisions shall not be affected. Instead of the invalid provision or to fill the gap, a reasonable provision shall be valid that, to the extent possible, comes closest to what the parties would have intended if they had considered this point.
The above GTCs are valid as of November 1st, 2022.
General Terms and Conditions (GTC) of TimeWaver USA Co. acquiring a TimeWaver system
1. Scope, GTC
1.1 These GTCs apply to the following devices with hardware and software: TimeWaverBasis system, TimeWaver Pro system, TimeWaver PDA system, TimeWaver BIZ system, TimeWaver Coach system, RealTimeWaver, TimeWaver Mobile, TimeWaver Frequency, Time Waver Cardio, TimeWaver Pulse, TimeWaver Vascular, dongle for PWA measurements.
1.2 The software license for a TimeWaver mobile device is not independent of the license of the TimeWaver Basis System or TimeWaver Pro System. Both can only be sold together. If they are sold separately, the software license for the TimeWaver Mobile expires.
1.3 For Entrepreneurs, the additional GCTs apply.
2. Subject matter of the contract
2.1 (System) The customer acquires the devices with PC system software specified in the certificate of services, the application programs referred to therein and the associated system documentation in English language (for all system components) by purchase as to the terms of this agreement. The certificate of services is part of the contract.
2.2 (Assignment, granted use) The property on the hardware is transferred. The customer is granted a nonexclusive, indefinite right of use of the PC system- and application software. With the transfer of the hardware to third parties the usage right follows the right to the hardware. The customer is obliged to inform the third party about the proof of transfer of rights (with serial number, data of the transferor) towards TimeWaver and help with this. In this case, the client must delete physically all existing copies of the program, together with the transmission to the third party.
2.3 (Updates of PC software and databases) The provider grants the customer free updates to the PC software acquired by him for 3 years from the conclusion of the contract, provided that the updates refer to further developments of the existing scope of services. In case of a significant expansion of the scope of services, the provider may charge a reasonable fee for the update according to market conditions. Additionally, the provider grants the customer free updates to all databases that are part of the standard scope of delivery of the TimeWaver system at the time of their updating for 3 years from the conclusion of the contract. Databases, which the provider sells separately as independent user systems, are not included. After expiry of the update period specified in paragraph 1 and 2, the provider offers its customers a maintenance and support contract on the terms set out in the price list.
2.4 (Range of customer rights) The cancellation of the contract by resignation includes even the entire contract if deficiencies of performance or breaches of duty of the provider affect only one system component, but this way the use of the system as a whole is restricted or cancelled.
2.5 (Maintenance, care) Services of the provider for maintenance of hardware and / or PC software are to be agreed in a separate maintenance and support contract. If the present system contract in accordance with subparagraph 2.4 is revoked, a commercial basis for a contract does not longer exist.
3. Delivery, transportation costs, provider delay
3.1 (Transportation costs) The customer pays the shipping costs from the location of the provider.
3.2 (Delivery date) The date of delivery shall be agreed by both parties in the performance certificate.
3.3 (Customer‘s rights in case of delay) after a certain period of time determined in the performance certificate, the customer is entitled to cancel the contract regarding the devices or programs with that the provider is in delay. In this case, the customer is entitled, but is not obligated, in accordance with subparagraph 2.4, to cancel the entire contract. The customer claims for damages remain unaffected.
3.4 (Delivery notice) The customer shall be informed about the date of delivery latest two days prior to delivery. The delivery takes place, unless otherwise agreed, at the expense of the customer.
4. Scope of authorized use
4.1 (Equipment-related use) The customer is entitled to the non-exclusive use of the module ceded to him on a PC system of the type specified in the certificate of services and to use the accompanying program description/user documentation.
4.2 (Authorization for reproduction) The copying of ceded programs in machine-readable or printed form is only allowed to the extent of the intended use of the program. This includes in particular the loading from the original disk, installing on the hard drive, charging on the main (/ working) memory and on intermediate memory such as caches, if use-related for technical reasons. For backup purposes, a copy may be created on a disk.
4.3 (Multiple use) The simultaneous use of the software and its programs on another or other computers and/ or network is only permitted with the prior consent of the provider.
4.4 (Authorization to change) the customer is only entitled to change the program code to the extent necessary for troubleshooting purposes. The customer has to bear all costs associated with such change measures. During the warranty period, the customer has to coordinate the implementation of such measures with the provider to give him the opportunity to remove the defects by himself.
4.5 (Decompilation) A decompilation of the program is only allowed if the provider has not communicated the information necessary for the interoperability despite requests.
5. Warranty besides obligation maintenance
If the provider also assumes an obligation for maintenance, only those measures of error elimination must be reimbursed for the period of the provider ś warranty obligation that are not covered by the warranty.
6. Purchase price
6.1 (Determination, method of payment) The amount and the terms of payment as well as the due date of the purchase price will be determined by the parties in the invoices.
6.2 (Additional services) Unless otherwise determined in the invoices, any other agreed additional services are included in the purchase price according to subparagraph 6.1.
6.3 (Right of use) The customer is not entitled to transfer the right to use the software granted to him to third parties. Program copies created by the customer must not be sold.
7. Rights of third parties
7.1 (Indemnity against liability) The provider indemnifies the customer from all claims of third parties against the customer resulting from violation of their rights to the hardware, the associated system software and application software.
7.2 (Modification measures) The provider is entitled and obliged to carry out at its own expense any necessary changes due to the protection of claims of property rights of third parties at the customer ś . For this purpose, the customer will allow us to use the computer.
8. Instruction and training how to operate the TimeWaver Pro -, BIZ- or Basis-system
8.1 (Instruction and training) The buyer of a TimeWaver Pro-, Basis-, BIZ- or Coach-system gets an all day (8h) personal instruction and training; and buyer of a TimeWaver Frequency-system for 6h. The date is specified in the certificate of services or later agreed.
8.2 (Hotline) The buyer of a TimeWaver Pro-, TimeWaver BIZ- or TimeWaver Basis-system will also receive 12 free hours for the telephone support hotline in the first year after licence activation. Further support hours are charged (see pricelist). Starting from the second year the regulations of the separate maintenance contract apply.
9. Applicability in time
The GTC for the acquisition of TimeWaver-System apply as of November 1st, 2022.
1.1 für DE
General Terms and Conditions (GTC) of TimeWaver USA Co. to aquire a TimeWaver Software module
1. Scope, Terms and Conditions
1.1 These terms and conditions apply to all modules (software).
1.2 For consumers, the General Terms and Conditions for consumers apply additionally
1.3 For entrepreneurs, the conditions for sales and delivery apply additionally.
2. Subject matter of the contract
2.1 (Right of use) The provider grants the customer a non-transferable and non-excludable right to use the modules listed in the service specifications, including any additional programs and the associated material indefinitely for the entire economic life.
3. Delivery, transportation costs, provider delay
3.1 (Scope of delivery) The provider provides the customer with a copy of the module, each in a copy in machinereadable format.
3.2 (User documentation) The provider delivers documentation material associated to the module.
3.3 (Transportation costs) These costs are not incurred. The customer receives the performance by electronic activation.
3.4 (Update Service) The provider grants the customer free updates to the module acquired by him for 3 years from the conclusion of the contract, provided that the updates refer to further developments of the existing scope of services. In case of a significant expansion of the scope of services, the provider may charge a reasonable fee for the update according to market conditions. After expiry of the update period referred to in sentence 1, the provider offers his customers a maintenance contract on the terms set out in the price list. The customer can refuse the acceptance of the programs according to the law of sales, if the acceptance would be connected with unreasonable disadvantages for him.
4. Scope of authorized use
Here the rules of §4 of the GTC for the acquisition of a TimeWaver system applies to the same extent.
The provider assumes no warranty that the delivered software meets the specific requirements of the customer, unless the customer is just the consumer. The same applies to those error conditions that are caused by hardware or third party software or other influencing factors, such as damage from imported malicious programs (such as viruses).
6. Property rights to software
6.1 (Property of the software) The software ceded to the customer, including all documentation remains the property of the provider.
6.2 (Rights to software) The provider shall remain the owner of all rights to the module ceded to the client including the associated material, even if the customer changes it or connects it with his own programs or those of a third party. With such modifications or connections, as well as in the creation of copies, the customer adds in an appropriate copyright notice.
6.3 (Resale) The customer is entitled to resell the contractual module to a third party if he deletes all copies created from the contractual software. The customer is entitled to resell updates or releases of the contractual software downloaded from the provider ś website after the conclusion of the contract only with the consent of the provider.
7. Terms of payment / Licence fee
The customer is obliged to pay a one-time license fee.
8. Obligations of the customer
8.1 The customer is not allowed to make the ceded module and associated documentation available to third parties in whole or in part.
8.2 The customer is not allowed to change labels, copyright notices and proprietary information of the provider on the module and associated documentation in any form.
General Terms and Conditions (GTC) of TimeWaver Academy and Cancellation Terms:
1. Events (seminars/workshops/conferences)
Only if there are at least 8 participants, the seminars will be held. In the event that a seminar does not take place, you will be informed by us at the latest 33 days before the event begins. This allows you to cancel specially booked accommodation or transport up to 4 weeks in advance. Please assume that the seminar will be held as scheduled if you do not receive written notification from us. Seminar participants will be invoiced two weeks prior to the event: Cancellation periods: Cancellations by participants later than 5 weeks prior to the start of the event will be charged as follows:
- up to 29 days in advance: no charge
- 15 to 28 days in advance: 30 % of the seminar fee plus 100 % of the flat rate
- 8 to 14 days in advance: 50 % of the seminar fee plus 100 % of the flat rate
- 0 to 7 days in advance: 80 % of the seminar fee plus 100 % of the flat rate
- We will charge 100 % of the seminar fee and 100 % of the flat rate if you do not attend the seminar without cancelling.
Please remember to sign up in due time. Doing so will make it easier for us to coordinate the dates with you. Kindly make your own accommodation and transport arrangements. Just contact us if you need recommendations.
By signing up for a webinar, you will be entitled to take part in the live event and will also be given access to a video recording. Registration for a paid webinar is binding, and you will be required to settle the costs as indicated during the registration process, even if you do not take part in the webinar. Registration for the webinar can be cancelled/withdrawn until the start of the webinar, without incurring costs. Following legal review and editing, all registered participants of coaching/training webinars will be provided with a video recording of the event within 4 weeks of the webinar date. The video recording of the specific webinar will be made available via a link. The corresponding links and documents will be provided and available for 6 months after the webinar and will then be deleted from our servers.
Recordings of presentation webinars are not published due to the effort required for verification and post-processing. Participants are prohibited from making their own audio and/or visual recordings of the webinars/streaming content and from distributing or publishing them in any way, even in excerpts to third parties. This does not apply to recordings that are produced exclusively for the participant’s personal use. In particular, it is prohibited to post recordings on the Internet.
3. Online conferences
Registration for online conferences includes the possibility of attending the online conference. Registration for a paid online conference is binding, and you will be required to settle the costs as indicated during the registration process, even if you do not take part in the online conference. Registration for the online conference can be cancelled/withdrawn until the start of the conference, without incurring costs.
Participants are prohibited from making their own audio and/or visual recordings of the event/streaming content and from distributing or publishing them in any way, even in excerpts. This does not apply to recordings that are produced exclusively for the participant’s personal use. In particular, it is prohibited to post recordings on the Internet.
Selected content will be made available on our website after legal review and editing.
4. Time scope of application
The above General Terms and Conditions and Cancellation Conditions shall apply from 01.06.2023.
Instructions on withdrawal for the provision of services:
Right of withdrawal
You have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day of the conclusion of the contract. To exercise the right of withdrawal, you must inform us:
TimeWaver USA Co.
1093 A1A Beach Blvd, #509
St. Augustine FL 32080
of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
Effects of withdrawal
If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement. If you requested to begin the performance of services during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated us your withdrawal from this contract, in comparison with the full coverage of the contract.
End of withdrawal instruction