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Terms and Conditions

General Terms and Conditions of Tripple Z GmbH

  1. Applicability

1.1 The following general conditions of Tripple Z GmbH (hereinafter referred to as "Seller") apply to all contracts concluded between the Seller and the Buyer for the delivery of goods. They also apply to all future business relationships, even if they are not expressly agreed again. Divergent conditions of the Buyer, which are not expressly acknowledged by the Seller, are not binding for the Seller, even if he does not expressly object to them. The Seller's conditions also apply if the Seller unconditionally accepts the delivery of the Buyer in the knowledge of conflicting or differing conditions from his own.

1.2 All agreements made between the Seller and the Buyer in connection with the purchase contracts are laid down in writing in the purchase contracts, these conditions, and the Seller's offers/order confirmations. Written agreements made individually between the contracting parties (including side agreements, supplements, and amendments) always take precedence over these general terms and conditions.

1.3 The Seller expressly reserves the right to modify or supplement these general terms and conditions for individual transactions by corresponding written amendment. In the case of a change, the amended conditions must be sent to the Buyer immediately for acknowledgment.

1.4 Assurances, side agreements, and amendments to the contract require written confirmation by the Seller to be effective.

1.5 These sales conditions apply only to entrepreneurs within the meaning of § 310 para. 1 in conjunction with § 14 BGB.

  1. Offer, Order Confirmation, and Conclusion of Contract

2.1 The Seller's offers are non-binding. Technical changes to the components or technical developments are reserved. A contractual relationship is expressly only concluded with the order confirmation signed by the customer. The offers sent by the Seller are subject to prior sale and are therefore non-binding and without obligation until the conclusion of the contract, unless the Seller has expressly designated them as binding. The scope of services is exclusively determined by the order confirmation.

2.2 Documents, brochures, information sheets, other printed materials, etc., belonging to the offer do not constitute an assurance of properties; they serve only for the orientation and information of the Buyer.

2.3 An order by the Buyer, which qualifies as an offer to conclude a contract, is accepted by the Seller within two days by sending an order confirmation or purchase contract.

2.4 Insofar as technical changes are necessary that do not affect the performance description, these will be discussed with the Buyer. Technical changes to the performance description must be confirmed in writing by the Buyer in advance.

2.5 Guarantees are only binding if and to the extent that they are assured by the manufacturer and are designated as such in an offer or an order confirmation, where the Seller's obligations from the guarantee are also detailed. Otherwise, the manufacturer's warranties apply to all goods delivered by the Seller. The Seller does not assume any guarantees himself. He only passes on the manufacturer's guarantees.

2.6 If no business is concluded, documents of the Seller (framework delivery contracts, delivery capacity certificates, technical drawings, calculations, etc.) must be returned immediately in the original to the Seller. The Buyer may not reproduce them or present them to third parties without the Seller's written consent. In the event of fraudulent misrepresentation or data misuse, the Seller reserves the right to demand compensation.

2.7 The Seller reserves the right to increase prices for contracts with an agreed delivery time of more than 3 months in accordance with the cost increases due to material price or transport cost increases. If the increase is more than 7% of the agreed price, the Buyer may withdraw from the contract.

  1. Prices / Payment Terms

3.1 The Seller's prices are net. The currently valid VAT is added.

3.2 Unless otherwise agreed, the purchase price is to be paid within 5 days of invoicing. Default interest is calculated at 9% above the current base interest rate of the European Central Bank p.a. The assertion of a higher default damage is reserved. The Buyer is only entitled to a discount deduction if this has been expressly agreed in writing.

3.3 The Euro is the relevant currency for payment. Payments in other currencies, such as US dollars, are possible but require the Seller's prior written confirmation. In this case, no exchange rate disadvantages may arise for the Seller.

3.4 Payments are to be made according to the agreement. If we allow other payment methods (LC or bank guarantee), the additional costs incurred are to be added to the total price and borne by the Buyer. In the case of LC payment, the letter of credit must be irrevocably secured by a major German bank or savings bank. Bills of exchange are not accepted. Additional costs for transfers to trust accounts are borne by the Buyer.

3.5 The Buyer is entitled to set-off rights only if his counterclaims have been legally established, are undisputed, or are acknowledged by the Seller. In addition, the Buyer is entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship. The Buyer is not entitled to assign claims from the contractual relationship to third parties without the prior written consent of the Seller.

3.6 We expressly reserve the right to make errors in all price and discount information.

3.7 All payments are to be expedited to the utmost and made by the Buyer without any deductions to us. If a payment is not made on time or if circumstances become known that seriously question the creditworthiness of the Buyer, or if a check is not honored, the Seller is entitled, after setting a deadline and its expiry, to stop the delivery or further processing of the order and to withdraw from the contract. The Seller reserves the right to claim damages in the event of non-fulfillment of the contract.

Advance payment invoices or proforma invoices must be paid within 7 working days; otherwise, they lose their validity and become void. After 8 working days without receipt of payment, significant delivery delays must be expected.

3.8 If the Buyer defaults on the payment of the purchase price, he has to pay a reminder fee of EUR 40,- to the Seller for each reminder.

  1. Delivery and Performance Time

4.1 The stated delivery dates are valid only subject to timely self-supply unless the Seller has expressly committed to fixed delivery dates in writing.

4.2 The delivery period shall be reasonably extended in the event of unforeseen obstacles outside the Seller's control (e.g., force majeure, sovereign measures, production disturbances, work delays, operational disruptions, supplier delays), insofar as these influence the completion or delivery of the delivery item. If actions of cooperation by the Buyer are not performed on time, the deadlines or dates shall be extended by the period of the impediment.

Delivery periods from liquidation/warehouse liquidations/factory closures/auction and dismantling businesses can lead to significant delivery delays. These can last up to 6 months.

4.3 The Seller is not obliged to deliver if delivery cannot be made due to force majeure. The Buyer may then withdraw from the contract. The prerequisite for this right of withdrawal is that the Seller cannot procure the goods from other suppliers within a reasonable period set by the Buyer.

For auction goods/liquidation goods, the Seller can withdraw from the contract at any time without stating reasons. Compensation claims of any kind are not possible.

4.4 The delivery time specified by the Seller only begins when technical and financial issues have been clarified, especially when the Buyer's obligations have been properly and timely fulfilled.

4.5 If the Buyer is in default of acceptance, the Seller is entitled to demand compensation for the resulting damage and any additional expenses. The same applies if the Buyer violates cooperation obligations.

4.6 Delivery periods stated by the Seller only begin individually after the final clarification of details of execution, technical or commercial questions, as far as they are posed from the Buyer's sphere. The Buyer is not entitled to withdraw from the order if only a delay appropriate to the special circumstances of the individual case has occurred. The Seller's compliance with the delivery obligation further presupposes the timely and proper fulfillment of the Buyer's obligation. The defense of an unfulfilled contract remains reserved. Strikes, transport, and supply delays, official bans, and similar events that occur outside the Seller's sphere of influence interrupt the deadlines and extend them appropriately.

4.7 Partial deliveries are permissible, provided they are reasonable for the Buyer. Goods not called off but made available can be stored at the cost and risk of the Buyer or sent to him. The Seller is entitled to select the packaging and shipping method that seems appropriate. Call-off orders must be completed within 3 months of the purchase date, auction goods within 4 weeks of the purchase date; otherwise, local storage prices will be charged. NRW/Düsseldorf – 5€/Euro palette per day 8€/Chap palette per day.

4.8 If the Seller agrees to the cancellation of an order out of goodwill in individual cases, this is only effective with his written consent. Goods that were ordered specifically for the customer cannot be regulated on a goodwill basis. In the event of a cancellation accepted by the Seller, the Seller will charge a processing fee of 25% of the goods' value. The Buyer expressly reserves the right to prove lower damage.

  1. Transfer of Risk / Shipping and Packaging

5.1 Loading and shipping are only insured by the Seller for free house deliveries. A free house delivery presupposes that the Buyer has issued a corresponding written order to us and this has been expressly accepted in writing by the Seller. The additional costs resulting from insurance and further transport to an address specified by the Buyer are borne by the Buyer. Prior to this, the Seller will inform the Buyer of the costs.

5.2 If the shipment is delayed at the request or fault of the Buyer, the Seller stores the goods at the cost and risk of the Buyer. In this case, the notification of readiness for shipment is equivalent to shipment. Billing is based on local storage prices. NRW/Düsseldorf – 5€/Euro palette per day, 8€/Chap palette per day.

5.3 The risk of accidental loss and/or accidental deterioration of the goods passes to the Buyer upon handover, or in the case of sale by dispatch, upon the handover of the goods to the carrier, freight forwarder, or other person designated to execute the shipment. The handover is the same if the Buyer is in default of acceptance. If transport insurance is taken out by the Seller, the provisions contained in the attached insurance confirmation apply.

  1. Warranty / Liability for the Sale of New Goods and in Particular for Insolvency/Liquidation Goods or Used Goods/Auction Goods

6.1 Warranty rights of the Buyer require that he has duly complied with his obligations to inspect and give notice of defects according to § 377 HGB.

6.2 It applies:

a) Visible damages to the shipments must be certified immediately by the deliverer of the shipment (rail, post, forwarding agent, etc.) on the consignment note by recording the facts or in another suitable manner. The transport companies are obliged to do so.

b) For damages, defects, or weight reductions in the content that are not externally visible and become apparent, stop further unpacking immediately. The delivering transport company must be immediately held liable in writing and requested to record and determine the damage, specifically aa) at the post office – immediately on the day of delivery; bb) at the railway goods or express handling – immediately on the day of delivery; cc) at truck forwarders or haulage companies – immediately on the day of delivery after delivery of the goods.

The warranty period for the sale of new goods by the Seller is 12 months, calculated from the transfer of risk. The warranty for used goods is completely excluded. If a claim for damages from warranty is based on intent, gross negligence, or injury to life, body, or health, the statutory warranty period applies. Otherwise, the legal regulations apply.

c) Insolvency goods/Liquidation goods, used goods

For goods from insolvencies and liquidations as well as for used goods, it always applies, bought as seen or according to data transmitted by the Seller to the Buyer. The sale of such goods is made without any warranty and guarantees. For these goods, the quantities can vary greatly, and a separate recount by the customer is required.

6.3 If the manufacturer of the goods provides a warranty service to the Seller, the Seller will assign the resulting claims to the Buyer, and the Buyer accepts the assignment.

6.4 Minor color deviations and color deviations due to the use or composition of different materials are considered contract-compliant, as long as the deviation is limited to the color and does not bring any performance impairment.

6.5 Obvious defects must be reported to the Seller in writing immediately, at the latest within 3 working days after delivery. Sending the notification within the deadline is sufficient if the notification reaches the Seller shortly thereafter in the normal course of post.

6.6 Should the delivered goods have a defect despite all care taken, which already existed at the time of the transfer of risk, the Seller will repair the goods or deliver replacement goods, subject to timely notice of defects.

6.7 The Buyer initially has the choice whether the supplementary performance should be carried out by repair or replacement delivery. However, the Seller is entitled to refuse the type of supplementary performance chosen by the Buyer if it is only possible with disproportionate costs and the other type of supplementary performance is without significant disadvantages for the Buyer. During the supplementary performance, the reduction of the purchase price or the withdrawal from the contract by the Buyer is excluded. A repair is considered to have failed after an unsuccessful third attempt, unless something else arises from the nature of the item or the defect or other circumstances. If the supplementary performance has failed or the Seller has refused the total supplementary performance, the Buyer may, at his discretion, demand a reduction of the purchase price (reduction) or declare withdrawal from the contract.

6.8 The Buyer bears the expenses required for the purpose of supplementary performance, insofar as they increase because the deliveries or services are brought to a place other than the Buyer's branch or the installation site, unless the transport corresponds to their intended use.

6.9 In the event of a return, the defective delivery items must be kept ready for inspection by the Buyer in the condition in which they were at the time the defect was discovered or sent back to the Seller upon request.

6.10 The obligation is excluded if the Buyer himself was not required to exercise warranty rights against his customer due to legal regulations or did not make this complaint against a claim made to him. This also applies if the Buyer has assumed warranties towards the end consumer that go beyond the legal measure.

6.11 The Buyer may not pass on compensation claims of his customer to the Seller. The warranty is limited only to complaints of the Buyer. If the delivered goods are resold by the Buyer to third parties, the Seller is not liable for their complaints under the warranty law.

6.12 The obligation according to items 6.4, 6.7 - 6.11 is excluded to the extent that it concerns a defect due to advertising statements or other contractual agreements that do not originate from the Seller, or if the Buyer has given a special guarantee to his own customers as a seller.

6.13 The Buyer must describe the complaint in such a way that he precisely and professionally describes the defect of the goods.

6.14 Insolvency/Liquidation goods or used goods/auction goods are always free from warranties or guarantees/defect liabilities. Quantities can vary greatly; technical performance data are always non-binding and do not reflect the actualities. It always applies bought as seen, no complaints granted after purchase and payment. Among other things, the general terms and conditions and auction conditions of the respective partner platforms also apply.

  1. Retention of Title for Delivered and Sold Goods

7.1 Until all claims, including all balance claims from current account, that the Seller has against the Buyer from the respective contractual relationship are fulfilled, the delivered or to be delivered goods (goods subject to retention of title) remain the property of the Seller. In the event of contractually non-compliant behavior by the Buyer, e.g., default in payment, the Seller has the right, after setting a reasonable deadline, to retain the goods to be delivered or to take back the delivered goods subject to retention of title. If the Seller takes back the goods subject to retention of title, this constitutes a withdrawal from the contract. The Seller is entitled to exploit the goods subject to retention of title after taking them back. After deducting an appropriate amount for the exploitation costs, the exploitation proceeds are to be offset against the amounts owed to us by the Buyer.

7.2 The Buyer must handle the goods subject to retention of title with care and, if necessary, insure them sufficiently at their new value against fire, water, and theft damage at his own expense. Maintenance and inspection work that becomes necessary must be carried out by the Buyer at his own expense in a timely manner. As long as ownership has not yet been transferred, the Buyer must immediately notify the Seller in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is not able to reimburse us for the judicial and extrajudicial costs of a successful lawsuit according to § 771 ZPO, the Buyer is liable for the loss incurred by us.

7.3 The Buyer is only entitled to sell and/or use the goods subject to retention of title in the ordinary course of business if he has fully paid the agreed purchase price to the Seller.

7.4 In the event of processing or transformation of the purchased item by the Buyer, the Buyer's expectant right to the purchased item continues on the transformed item. If the purchased item is processed with other items not belonging to the Seller, the Seller acquires co-ownership of the new item in the ratio of the objective value of the Seller's purchased item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing occurs in such a way that the Buyer's item is to be regarded as the main item, it is agreed that the Buyer transfers proportional co-ownership to the Seller and keeps the resulting sole ownership or co-ownership for the Seller. To secure the Seller's claims against the Buyer, the Buyer also assigns to the Seller those claims that accrue to him through the connection of the goods subject to retention of title with a property against a third party; the Seller hereby accepts this assignment.

7.5 The Seller is entitled to withdraw from the contract and sell the goods to other customers in the event of the Buyer's payment default and prior setting of a reasonable deadline. A refund of the advance payment will be made after deducting all costs (including lost profit, interest, processing and administrative costs, and other costs) incurred in connection with the sale of the retained goods.

  1. Liability

8.1 The Seller is liable for other damages from unlawful acts unlimitedly for intent and gross negligence.

8.2 Liability for indirect and unforeseeable damages, production and usage failures, loss of profit, missed savings, and financial damages due to claims by third parties, is excluded in the case of simple negligence.

8.3 Further liability is – regardless of the legal nature of the asserted claim – excluded.

8.4 The exclusions and limitations of liability according to items 8.2-8.4 do not apply if the Seller is proven to have intentionally or grossly negligently breached their duty of care in selecting and supervising subcontractors; as far as the exclusion of compensation claims jeopardizes or hinders the fulfillment of the contract; for contractually typical foreseeable damages; in case of breach of cardinal obligations, after assuming a guarantee for the quality of the product, in case of fraudulently concealed defects, and in the case of injury to life, body, or health; for claims under the Product Liability Act.

8.5 All claims against the Seller for breach of contractual obligations expire in one year from the statutory commencement of the limitation period, unless they are based on intentional behavior. The shortening of the limitation period does not apply to liability for damages to life, body, and health. The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected.

8.6 Insofar as liability according to items 8.2-8.8 is excluded or limited, this also applies to the personal liability of the Seller's employees, workers, representatives, organs, and vicarious agents. The Seller is not liable for subcontractors commissioned by him. If the subcontractor causes damage (personal, material, financial) to the Buyer and claims arise from this damage against the Seller, the Seller assigns these claims to the Buyer. The Buyer hereby irrevocably accepts the assignment.

8.7 A change in the burden of proof to the detriment of the Buyer is not associated with the above regulation.

  1. Obligation to Dispose of According to the Electrical and Electronic Equipment Act (ElektroG)

9.1 In the event that the goods delivered by the Seller are electrical or electronic devices within the meaning of §§ 2, 3 ElektroG, the Buyer – unless otherwise agreed – undertakes to properly dispose of the purchased goods at his own risk and expense in accordance with legal regulations after the end of use. At the same time, the Buyer releases the Seller from all possible obligations under the provisions of the ElektroG and related claims by third parties.

9.2 Commercially active third parties to whom the Buyer passes on the goods must be contractually obliged to properly dispose of the goods at their own expense in accordance with legal regulations after the end of use and/or, in the event of further transfer, to impose a further obligation on the recipient(s). If the customer fails to contractually agree on the aforementioned further obligation, he must take back the delivered goods at his own expense after the end of use and dispose of them properly in accordance with legal regulations.

9.3 The Seller's claim for the assumption of the aforementioned obligations and indemnification does not expire before 24 months after the final end of the use of the goods. The aforementioned period begins at the earliest with the receipt of a written notification from the customer to the Seller about the conditions of use.

  1. Place of Fulfillment, Jurisdiction, Applicable Law

10.1 The place of fulfillment and jurisdiction for deliveries and payments as well as all disputes arising between the Seller and the Buyer from the contracts concluded between the parties, insofar as nothing else results from the contract or order confirmation, is the Seller's place of business.

10.2 The relationships between the contracting parties are governed exclusively by the law applicable in the Federal Republic of Germany.

  1. Severability Clause

11.1 Should individual provisions of these general conditions be wholly or partially ineffective, this does not affect the validity of the rest of the contract. The parties undertake to replace the ineffective regulation with a legally permissible regulation that comes closest to the economic purpose of the ineffective regulation or fills this gap.

11.2 All agreements made between the parties for the execution of this contract are laid down in writing in this contract. Verbal side agreements do not exist and are ineffective.

  1. Data Protection

For the purpose of processing orders, inquiries, and offers made by the Seller, or by third parties commissioned by the Seller on behalf of the Seller, he is entitled to store and process the data electronically. The Seller is entitled to pass on data to third parties, in particular to credit institutions and contract partners, who serve the processing of the order. The provisions of the Federal Data Protection Act (BDSG) § 4, paras. 1 and 2 are observed.

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