TERMS AND CONDITIONS
1 General information
These terms and conditions of sale and delivery form the basis for all deliveries and services provided by Trovus Tech GmbH. Any conflicting or additional terms and conditions of the Customer are expressly rejected. They only become part of the contract if Trovus Tech GmbH expressly agrees to their inclusion in writing.
2 Offer and conclusion of contract
2.1 Offers made by Trovus Tech GmbH are subject to change and non-binding. The documents belonging to the offer such as illustrations, drawings, weight and dimensional data are only approximate values unless they are expressly declared to be binding. If Trovus Tech GmbH provides the Purchaser with drawings or technical documents relating to the technical object of purchase to be delivered, these remain the property of Trovus Tech GmbH.
2.2 Orders placed by the Customer are binding on the Customer. Unless Trovus Tech GmbH provides written confirmation to the contrary, the delivery terms shall apply.
2.3 If the Purchaser is a merchant, the content of orders and agreements is exclusively subject to the written confirmation of Trovus Tech GmbH, unless the Purchaser objects in writing without delay. This applies in particular to orders and agreements made verbally or by telephone. In any case, a notification to Trovus Tech GmbH is no longer immediate if it is not received by Trovus Tech GmbH within fourteen days.
2.4 Oral collateral agreements or oral assurances that go beyond the written contract are invalid. Collateral agreements require written confirmation from Trovus Tech GmbH in all cases.
3 Prices and payment
3.1 Unless otherwise specified, the agreed prices shall apply ex works including loading, but excluding packaging, shipping and insurance costs. The customer shall bear the costs of packaging, shipping and insurance.
3.2 In the case of deliveries within Germany, the price shall apply plus the value added tax applicable on the day of the delivery bill issued.
3.3 The remuneration of Trovus Tech GmbH is due and payable upon provision of the delivery/service and after receipt of the invoice by the Customer. In the case of contracts with Customers who do not have their registered office in the Federal Republic of Germany, the “cash against documents” rule applies in deviation from the above provision. The customer shall bear the costs of transmitting the invoice amount.
3.4 Payment by bill of exchange and/or cheque shall be made on account of performance and shall only be accepted by special prior agreement. The costs incurred for this purpose, such as discount charges, bill charges etc., shall be borne by the customer.
3.5 The employees of Trovus Tech GmbH are only entitled to accept payments if they have a corresponding written power of attorney to collect payments.
3.6 If the solvency of the Customer deteriorates in the period between the conclusion of the contract and delivery, or if Trovus Tech GmbH subsequently becomes aware that there are justified concerns about the solvency of the Customer, Trovus Tech GmbH is entitled to demand payment before the agreed payment date or to withhold outstanding deliveries until payment has been made in full or to withdraw from the contract within 14 days while maintaining any claims for damages or, in the case of bills of exchange, to demand payment before the end of the term.
3.7 The Buyer is not entitled to offset against payment claims of Trovus Tech GmbH unless his claims have been legally established and are undisputed. The Customer is only entitled to rights to refuse performance and rights of retention if they are based on the same contractual relationship.
3.8 If the Customer is in default of payment, Trovus Tech GmbH is entitled to charge interest on arrears at a rate of 5% above the prime rate. If the Customer is not a consumer in the legal sense, the interest rate is 8% above the prime rate. We reserve the right to assert a concrete damage caused by default.
4 Grades, types, dimensions and weights
4.1 Grades, types and dimensions of the goods shall be determined in accordance with the DIN and EN standards agreed upon when the contract is concluded. If no such standards have been agreed, the DIN and EN standards applicable at the time of conclusion of the contract shall be decisive. If DIN and EN standards were neither agreed nor are they relevant, practice and commercial usage shall be decisive.
4.2 Trovus Tech GmbH does not provide any guarantees or assurances by referring to standards and similar regulations, to factory test certificates and similar certificates and information on grades, types, dimensions, weights and usability or to declarations of conformity and corresponding marks such as CE or GS. This shall not apply if the parties have expressly agreed otherwise.
5 Delivery time Delay in delivery
5.1 The dates and deadlines specified by Trovus Tech GmbH are non-binding unless expressly agreed otherwise in writing.
5.2 If a delivery period has been expressly agreed upon, it shall commence upon conclusion of the contract, unless otherwise expressly agreed upon. If Trovus Tech GmbH requires documents from the Purchaser, approvals, releases for the execution of the order or the payment of an advance General Terms and Conditions of Business of Trovus Tech GmbH as of 05/2017 have been agreed, the period does not begin to run until the documents, approvals, releases or advance payment have been received by Trovus Tech GmbH.
5.3 The delivery deadline is deemed to have been met if the goods have left the factory or notification of readiness for dispatch has been given before the deadline expires.
5.4 Delays in delivery and performance due to force majeure and due to events that make delivery or performance by Trovus Tech GmbH considerably more difficult or impossible, such as subsequent difficulties in procuring materials, operational disruptions, strikes, lock-outs, lack of personnel, lack of means of transport, official orders, etc., extend the delivery period accordingly and are not the responsibility of Trovus Tech GmbH even if binding deadlines and dates have been agreed. They entitle Trovus Tech GmbH to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part that has not yet been completed.
5.5 If dispatch is delayed at the request of the Buyer, the Buyer must reimburse Trovus Tech GmbH for the costs incurred by Trovus Tech GmbH as a result, in particular the costs of storage. If the goods are stored in the factory of Trovus Tech GmbH, the costs of storage are at least 0.5% of the net order value for each month. Trovus Tech GmbH is entitled to dispose of the goods otherwise and to supply the Purchaser within a reasonable extended period of time after setting a reasonable deadline and after the expiry of this deadline without result.
5.6 Compliance with the delivery time is subject to the fulfilment of the contractual obligations of the Buyer. If Trovus Tech GmbH claims damages, these will amount to 20% of the net order value plus material costs. The compensation is to be set higher or lower if Trovus Tech GmbH can prove higher damages or the Purchaser can prove no damages or lower damages.
6 Transfer of risk, acceptance
6.1 The risk is transferred to the Buyer at the start of loading or dispatch of the delivery item, even if partial deliveries are made or Trovus Tech GmbH has assumed other services, e.g. shipping costs or delivery and installation and/or commissioning.
6.2 If dispatch or acceptance is delayed for reasons for which Trovus Tech GmbH is not responsible, the risk is transferred to the Purchaser from the day of notification of readiness for dispatch or acceptance.
Section 7 Warranty
7.1 Trovus Tech GmbH shall provide the goods to the Buyer free of material defects. An insignificant material defect is irrelevant. The information on the quality of the delivered goods is to be regarded as approximate and always serves as a yardstick for determining whether the subject matter of the contract is free of defects, whereby limit values may in any case deviate by tolerances. The general terms and conditions of delivery of the respective manufacturers are expressly made the subject matter of the contract with regard to the quality of the delivered goods and the general instructions for care, transport, storage and installation.
7.2 For the duration of the statutory warranty period, we warrant that the subject matter of the contract is free of defects and has any warranted characteristics, but for a maximum period of 12 months. The warranty period shall commence on the respective delivery / performance date.
7.3 The warranty obligation pursuant to 7.2 shall not apply if the Buyer was deliberately deceived about a defect or if the defect was deliberately concealed. In this case, the warranty periods shall be governed by the statutory provisions. The same applies if Trovus Tech GmbH has assumed a guarantee for a specific quality of the goods, for the content of this guarantee. The warranty period for defects in subsequent performance services also ends with the expiry of the original warranty period of the goods.
7.4 If the obligation of Trovus Tech GmbH to remedy defects is not contractually excluded, Trovus Tech GmbH can remedy the defect at its discretion by free repair or replacement. In the case of a replacement delivery, the defective goods must be returned to Trovus Tech GmbH. If the defect cannot be rectified or if the replacement delivery is deemed to have failed, the Customer may, at its discretion, demand a reduction in the price or withdraw from the contract. The rectification of the defect is only deemed to have failed if the rectification or replacement delivery is impossible, if it is unreasonably delayed by Trovus Tech GmbH, if there is reasonable doubt as to the prospects of success or if it is unreasonable to expect Trovus Tech GmbH to perform the rectification or replacement delivery for other reasons.
7.5 The Purchaser must provide Trovus Tech GmbH with the necessary time and opportunity to carry out all repairs and replacement deliveries that Trovus Tech GmbH deems necessary at its reasonable discretion. Only in urgent cases, such as when operational safety is endangered and to prevent disproportionately large damage or if Trovus Tech GmbH is in default with the rectification of the defect, does the Customer have the right to rectify the defect itself or have it rectified by third parties and to demand reimbursement of the necessary costs from Trovus Tech GmbH.
7.6 The customer shall notify us in writing of any defects immediately after their discovery. General Terms and Conditions of Trovus Tech GmbH Status 05/2017 Warranty claims for obvious defects that are not reported to Trovus Tech GmbH in writing within three days of receipt of the goods are excluded.
7.7 Warranty claims do not apply if the Purchaser has specified the processing of certain materials or has provided material or parts and Trovus Tech GmbH has pointed out possible defects due to the processing of these materials.
7.8 Furthermore, claims for defects do not exist in the case of only minor deviations from the agreed quality or only minor impairment of usability.
8 Liability of Trovus Tech GmbH
8.1 Trovus Tech GmbH is liable without limitation for intentional or grossly negligent conduct by its legal representatives or vicarious agents, and for slight negligence only in the event of breach of material contractual obligations in a manner that endangers the purpose of the contract. 8.2 Otherwise, liability for culpably caused damages is generally limited to damages typical for the contract and foreseeable as a result. Further rights and claims are excluded. This applies in particular to compensation for indirect damage (e.g. loss of production, interruption of operations, loss of profit and loss of information and data). 8.3 Claims due to damage to health, life and limb remain unaffected by the above limitations of liability. The same applies to claims under the Product Liability Act.
9 Reservation of proprietary rights
9.1 The goods delivered by Trovus Tech GmbH remain its property (reserved goods). The Purchaser is entitled to process and sell the goods subject to retention of title in the ordinary course of business. A proper business transaction in the sense of these terms and conditions does not exist if the assignment of the claims of the Purchaser to third parties is excluded in the case of sales by the Purchaser or other dispositions or actions in favour of third parties. Pledging or transfer by way of security of the goods subject to reservation of title is not permitted.
9.2 The customer shall not acquire ownership of the reserved goods in the event of processing or transformation. Processing or transformation is always carried out for Trovus Tech GmbH as the manufacturer, but without any obligation for Trovus Tech GmbH.
9.3 In the event of the goods subject to retention of title being combined or mixed with other moveable items in such a way that they become essential components of a uniform item, Trovus Tech GmbH becomes co-owner of this item; the co-ownership share is determined by the value ratio of the items at the time of combination or mixing. If, however, the goods subject to retention of title are to be considered the main item, Trovus Tech GmbH acquires sole ownership.
9.4 The Customer hereby assigns to Trovus Tech GmbH by way of security the claims arising from the resale/processing or on any other legal grounds with regard to the goods subject to retention of title in the amount of the purchase price of the goods subject to retention of title. The Purchaser is authorized to collect these claims on behalf of Trovus Tech GmbH. The collection authorization does not apply if the Purchaser does not properly meet its payment obligations to Trovus Tech GmbH. In this case, Trovus Tech GmbH is entitled to disclose the assignments to the third-party debtors.
9.5 The Customer is obliged to provide Trovus Tech GmbH with the information necessary to assert its claims and other entitlements without delay at its own expense and to deliver the documents of evidence insofar as they are in its possession. The obligation exists accordingly in the event of a levy of execution in respect of items, claims and other property rights of Trovus Tech GmbH; the Customer must inform Trovus Tech GmbH immediately of the levy of execution; the Customer will also inform the attachment creditor in writing of the rights of Trovus Tech GmbH.
10 Other provisions
10.1 The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Regensburg. 10.2 The law of the Federal Republic of Germany shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) 10.3 The language of the contract is German. 10.4 If a provision in these terms and conditions of business or a provision within the framework of other agreements is or becomes invalid, the validity of all other provisions or agreements shall not be affected.
Revision 00 / 09.01.2019
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