1. General - Applicability
The latest version of the following general delivery and payment terms shall apply exclusively and in each case for all deliveries and services provided by TriOS GmbH. These general delivery and payment terms shall also apply to all future transactions. The purchasing conditions of the customer are hereby expressly excluded. Agreements that deviate from the present delivery and payment terms shall apply only if they have been expressly confirmed by us as an addition to these general delivery and payment terms. This shall also apply if we carry out the delivery without reservation in knowledge of any deviating terms of the customer.
The customer authorizes the supplier, without the need for notification, to process personal data within the limitations permitted by applicable data protection laws and to the extent needed for the implementation of the delivery contract, and to pass this on to those persons involved with the execution of the delivery contract.
2. Prices and Terms of Payment
Unless there is a specific written agreement to the contrary, all prices are Ex Works in the form of a net price in euros, plus the statutory value added tax at the applicable rate.
Unless otherwise agreed, payments shall be made without any deductions within 30 days of the invoice date. This applies both to new equipment and repairs.
If modifications are requested by the purchaser after the order confirmation has been sent, we reserve the right to charge for any additional costs that result from this.
After the second late payment reminder, late payments will be charged a late-payment interest at a rate of 8 percentage points above the basics rate of interest as defined in Section 247 of the German Civil Code (BGB).
If there is any doubt about the solvency of the customer, especially in the event of a significant delay in payment, for which the customer is responsible, we may require, subject to further claims, payment in advance or security for further deliveries, and may also revoke payment terms that have already been granted.
If there is a disputed complaint regarding sensors and equipment, the customer is not entitled to withhold or reduce invoice amounts which are due for payment..
3. Quotations/Scope of Performance and Conclusion of the Contract
Our quotations are made without obligation and do not constitute a binding offer to conclude a contract. Our quotations are valid for 3 months.
The contract is concluded only by our order confirmation or by the execution of the contract. The contracted properties of the item to be delivered shall be defined exclusively by our order confirmation.
The lack of specifications or features, other than those specifically noted or referred to in the order confirmation, do not constitute a defect in the item to be delivered.
The scheduled delivery date starts with the dispatch of the order confirmation.
Incorrect order confirmations, i.e. incorrect delivery or billing address, wrong items, etc. must be notified to us in writing within two business days. After this period, the order confirmation shall be deemed accepted and correct..
The scope of our obligation to deliver is determined solely by our written order confirmation.
Partial deliveries are permitted within reason. The specifications, such as illustrations, dimensions and weights, on which the quotation or the order confirmation are based are not binding unless they are confirmed in writing.
The customer has an obligation to install the sensors and equipment himself, to check that they are operating properly, and also to report any defects found to us without undue delay.
Risk is transferred to the customer at the latest on the handing over of the item to be delivered to the freight forwarder, carrier, or other third party charged with executing the delivery. The start of the loading process is the decisive moment in this respect, and this shall also apply if partial deliveries are made or if we have undertaken to provide other services as well.
If the shipping or delivery is delayed due to circumstances for which the customer is responsible, the risk is transferred to him from the day on which the item for delivery
is ready for shipping and we have informed the customer of this.
Shipping and Packaging Costs are charged as follows:
Within Germany, we deliver free of charge
Within the EU, we charge €50.
To all other counties, including EFTA and other countries, shipping costs start from €250.
(We reserve the right to make changes to the shipping costs at short notice.)
5. Retention of Title
The delivered item remains our property until the payment in full of all claims arising from the business relationship with the customer. This also applies if individual or all claims have been recorded in running accounts and have been balanced and accepted.
In the event of significant breaches of contract by the customer, for which the customer is responsible, particularly payment default, we are entitled, after issuing a warning notice and specifying a period of time for the breach to be rectified, to take back the items subject to retention of title, and the customer has an obligation to surrender them. The assertion of the retention of title and the seizure of the delivered items by us shall not constitute a withdrawal from the contract. The customer hereby declares his agreement to allow the person authorised by us to collect the items subject to retention of title to access and/or enter his premises, if this is necessary to achieve this purpose.
All items subject to retention of title are to be insured, particularly against fire and theft, by the customer at his own cost. All claims against the insurer with regard to the items subject to retention of title are hereby assigned to us.
The customer has an obligation to inform us without undue delay about any compulsory enforcement measures undertaken by a third party with respect to the items subject to retention of title or to assigned claims, and to provide us with the documentation and information needed to contest the same.
6. Defects/Material Defects
Obvious defects, i.e. legal or material defects, deliveries which are too great, too little or incorrect, and the absence under the circumstances of a quality or durability of the delivery or performance (defects), which has been guaranteed by us, are to be reported to us without undue delay, and at the latest within 10 days of the receipt of the items: faults which were not apparent during the standard inspection on receipt are also to be reported to us in writing after their detection without undue delay.
If the customer fails to meet his obligation within the 10-day period, all warranty claims against us are excluded.
7. Breaches of Contract/Declaration to Cease and Desist
Transactions with persons in embargoed countries and transactions for which the required (export) approvals are lacking shall be prohibited to the customer under all circumstances. Transactions with persons who appear on an applicable sanctions list in accordance with EC/TEU regulations are also prohibited.
If the customer is in default of acceptance, neglects his obligation to cooperate, or delays our delivery for other reasons, on grounds for which the customer is responsible, we shall be entitled to demand compensation for the resulting damage, including any additional expenses (e.g. storage costs). We shall charge a lump-sum compensation for this, calculated from the time of our notification of our readiness to ship the items.
We permit the customer to cancel booked seminars, training sessions, meetings, etc up to two business days before the start of the event in question. If the customer's written notice of cancellation is made after this period has expired, the customer shall bear the costs of the agreed seminar fee and all other costs incurred (hotel, transfers, etc.) in full.
The limitation period for warranty claims for products acquired from us, and which do not involve third-party products, is 24 months within the EU, and 12 months for all other non-EU countries. The warranty period for third-party products that have merely been delivered by us is 12 months.
Spare parts and wear parts have a warranty period of 12 months.
We undertake to make good a defect or to deliver a replacement if a defect is reported to us in good time. The entitlement to repair or replacement shall be rendered null and void if such repair or replacement is only possible at disproportionate cost.
If we have attempted to make a repair twice, or have made a replacement once, and have still been unable to correct the defect in question, the customer shall have the right of recourse to the statutory warranty claims. If the claims are dependent on a fault, the limitation of liability shall apply.
The supplier's liability is rendered null and void if the delivered items have been dismantled by a third party or altered by the installation of third-party parts and the damage is causally related to such a change. The liability is also rendered null and void if the customer fails to observe, or improperly observes, the instructions provided by the supplier for the operation of the items supplied (operating instructions).
In the case of third-party products our guarantee is limited to the claims that we have against the supplier of these products.
The customer may only use confidential information about our company and our products for the agreed purposes and shall not pass such information on to third parties.
Confidential information is that technical and commercial information, which is made available by one party to the other party as part of a contract or of individual orders. Confidential information includes, in particular, information about the flow of goods.
Our liability is excluded unless prescribed otherwise in the following provisions. The exclusion of liability shall not apply to damage caused by culpable violation of a significant contractual obligation in a manner that endangers the achievement of the purpose of the contract. Significant contractual obligations are those obligations whose fulfilment enables the proper execution of the contract in the first place and on whose compliance the contractual partner regularly relies and may rely.
Furthermore, the exclusion of liability shall not apply to damages resulting from injury to life, limb or health, which result from a negligent breach of duty caused by us or by our legal representatives or agents.
The exclusion of liability shall not apply to damages that result from our intentional or grossly negligent breach of duty or an intentional or grossly negligent breach of duty by our legal representatives or agents.
In the event of data loss, we shall be liable only for the typical cost of restoration that would also have been incurred with proper data backup by the customer. We shall not be liable for damages that result from the customer interrupting or discontinuing the use of the equipment.
11. Place of Fulfilment and Jurisdiction
The legal relationship between us and the customer is subject exclusively to the substantive law of the Federal Republic of Germany. If any of the preceding provisions should be possibly invalid in part, this shall not invalidate the whole.
If individual provisions in these general terms and conditions are wholly or partially invalid or unenforceable, the remaining provisions shall remain valid.
The place of fulfilment for customer payments and for our deliveries is the registered head office of our company in Rastede, Germany. The place of jurisdiction is Oldenburg (Old.)
In addition, a plaintiff or claimant is entitled to take legal action in the jurisdiction of the defendant's registered office.
The Management, Valid from August 2015