General terms and conditions
of the Tripple Z GmbH
1.1 The following general terms and 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 relations, even if they are not expressly agreed again. Deviating conditions of the buyer, which the seller does not expressly acknowledge, have no binding effect for the seller, even if he does not expressly contradict them. The seller's terms and conditions shall also apply if the seller accepts the buyer's delivery without reservation in the knowledge that the terms and conditions contradict or deviate from the seller's terms and conditions.
1.2 All agreements made between the Seller and the Buyer in connection with the purchase contracts are set out in writing in the purchase contracts, these Terms and Conditions and the Seller's offers/order confirmations. In individual cases, written agreements made between the contracting parties (including collateral agreements, supplements and amendments) shall take precedence over these terms and conditions in all cases.
1.3 The Seller expressly reserves the right to amend or supplement the content of these General Terms and Conditions for individual transactions by means of a corresponding written amendment. In the event of a change, the changed terms and conditions must be sent to the buyer immediately for information.
1.4 Assurances, collateral agreements and amendments to the contract require written confirmation by the seller in order to be effective.
1.5 These Terms and Conditions of Sale shall only apply to entrepreneurs within the meaning of § 310 para. 1 in conjunction with § 310 para. 1 in conjunction with § 310 para. 1 in conjunction with § 310 para. 1 in conjunction with § 310 in conjunction with § 310 in conjunction with § 310 in conjunction with § 310 in conjunction with § 310 in conjunction with § 310 in conjunction with § 310 in conjunction with. § 14 BGB (GERMAN CIVIL CODE).
2. offer, confirmation of order and conclusion of contract
2.1 The Seller's offers are subject to change without notice. We reserve the right to make technical changes to the components or further technical developments. A contractual relationship shall not come into existence until the order confirmation has been signed by the customer. The offers sent by the seller are subject to prior sale and are therefore subject to confirmation and non-binding until the contract is concluded, unless the seller has expressly designated them as binding. The scope of services shall be determined exclusively by the order confirmation.
2.2 The documents, leaflets, info sheets, other printed matter or similar belonging to the offer do not represent any assurance of properties; they only serve as orientation and information for the buyer.
2.3 An order of the buyer, which is to be qualified as an offer to conclude a contract, is accepted by the seller within two days by sending an order confirmation or sales contract.
2.4 If technical changes are necessary which do not affect the performance description, these will be agreed with the buyer. Technical changes to the service description must be confirmed in writing by the buyer beforehand.
2.5 Guarantees are only binding if and to the extent that they are warranted by the manufacturer and are described as such in an offer or order confirmation and the seller's obligations under the guarantee are set out in detail therein. Otherwise, the manufacturer's warranties shall apply to all goods delivered by the Seller. The seller himself does not assume any guarantees. He shall at most pass on the manufacturer's guarantees.
2.6 If no transaction is concluded, the Seller's original documents (framework delivery contracts, delivery capability certificates, technical drawings, calculations, etc.) shall be returned to the Seller immediately. In the event of a pretence of contract or misuse of data, the Seller reserves the right to claim damages.
2.8 The seller reserves the right to increase the prices for contracts with an agreed delivery time of more than 3 months in accordance with the cost increases that have occurred due to the material price or transport cost increases. If the increase is more than 7% of the agreed price, the buyer may withdraw from the contract.
3. prices / terms of payment
3.1 The Seller's prices are net prices. In addition, there is the currently valid VAT.
3.2 Unless otherwise agreed, the purchase price is to be paid within 5 days of invoicing. Default interest shall be charged at a rate of 9% p.a. above the respective base interest rate of the European Central Bank. The assertion of a higher damage caused by default remains reserved. The purchaser is only entitled to deduct a discount if this has been expressly agreed in writing.
3.3 The Euro shall be decisive as the currency of payment. Payments in other currencies such as US dollars are possible, but require the prior written confirmation of the seller. In this case no exchange rate disadvantages may arise for the seller.
3.4 Payments shall be made in accordance with the agreement. If we accept other payment methods (LC or bank guarantee), the resulting additional costs shall be added to the total price and borne by the buyer. In the case of LC payment, the bank 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 escrow accounts shall be borne by the purchaser.
3.5 The buyer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognised by the seller. In addition, the buyer is entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship. The Buyer shall not be entitled to assign claims arising from the contractual relationship to third parties without the Seller's prior written consent.
3.6 We expressly reserve the right to make errors with regard to all price and discount details.
3.7 All payments shall be accelerated to the extreme and shall be made to us by the Buyer without any deduction. If a payment is not made in due time or if circumstances become known which seriously question the creditworthiness of the buyer or if a cheque is not cashed, the seller shall be entitled, after setting a corresponding deadline and expiry thereof, to discontinue 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-fulfilment of the contract.
Down payment invoices or pro forma invoices are to be paid within 7 working days, otherwise they lose their validity and are not valid.
After 8 working days without receipt of payment a new business situation must be created.
3.8 If the buyer defaults on payment of the purchase price, he must pay the seller a reminder fee of EUR 40,- for each reminder.
4. delivery and performance time
4.1 The stated delivery dates shall only apply subject to punctual self-delivery, unless the Seller has expressly promised delivery periods as binding in writing.
4.2 The delivery period shall be extended appropriately in the event of unforeseen hindrances beyond the Seller's control (e.g. events of force majeure, sovereign acts, disruptions in production, work delays, operational disruptions, delays in supplies), insofar as these have an influence on the completion or delivery of the delivery item. If the buyer does not cooperate in time to comply with deadlines or dates, the deadlines or dates shall be extended by the period of the hindrance.
4.3 The seller does not have to deliver if delivery cannot be made for reasons of 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 of time and deliver them to the buyer, despite the buyer having set a reasonable deadline.
4.4 The delivery period indicated by the Seller shall not commence until the technical and financial issues have been clarified, in particular the obligations incumbent on the Buyer have been duly and punctually fulfilled.
4.5 If the Buyer is in default of acceptance, the Seller shall be entitled to demand compensation for the damage incurred and any additional expenses. The same shall apply if the Buyer violates its duty to cooperate.
4.6 In individual cases, delivery periods specified by the seller shall only commence after final clarification of execution details, technical or commercial questions, insofar as they arise from the sphere of the buyer. The purchaser is not entitled to withdraw from the order if only a reasonable delay has occurred under the special circumstances of the individual case. Compliance with the Seller's delivery obligation shall also be subject to the timely and proper fulfilment of the Buyer's obligation. The defence of non-performance of the contract remains reserved. Strikes, transport and supply delays, official prohibitions and comparable events which occur outside the sphere of influence of the seller interrupt the periods and extend them appropriately.
4.7 Partial deliveries are permissible, provided that they are reasonable for the buyer. Goods that have not been called but have been made available may either be stored or dispatched to the Buyer at the Buyer's expense and risk. The Seller shall be entitled to select the packaging and mode of dispatch that appears suitable. Call-off orders must be completed within 3 months, otherwise they will be invoiced according to local storage prices. NRW/Düsseldorf - 5€/Europallet per day 8€/Chap Paette per day.
4.8 If the seller agrees to the cancellation of an order in individual cases as a gesture of goodwill, this is only effective with his written consent. Goods, which were ordered customer-specifically, cannot be regulated on the goodwill way. In the event of a cancellation accepted by the Seller, the Seller shall charge a handling fee of 25% of the value of the goods. The buyer expressly reserves the right to prove lower damages.
5. transfer of risk / dispatch and packaging
5.1 Loading and dispatch are only insured by the seller in the case of deliveries free domicile. A free domicile delivery presupposes that the buyer places a corresponding written order with us and that this has been expressly accepted in writing by the seller. The resulting additional costs for insurance and onward transport to an address specified by the buyer shall be borne by the buyer. The seller shall inform the buyer of the costs beforehand.
5.2 If shipment is delayed at the request or fault of the buyer, the seller shall store the goods at the expense and risk of the buyer. In this case, notification of readiness for dispatch shall be deemed equivalent to dispatch.
Calculation according to local storage prices. NRW/Düsseldorf - 5€/Europallet per day 8€/Chap Paette per day.
5.3 The risk of accidental loss and/or accidental deterioration of the goods shall pass to the Buyer upon handover, in the case of sale to destination upon handover of the goods to the forwarding agent, the carrier or any other person designated to carry out the shipment. The handover shall be deemed to have taken place if the buyer is in default of acceptance. If the transport insurance was taken out by the seller, the provisions contained in the attached insurance confirmation shall apply.
6 Warranty / liability for the sale of new goods in particular also
Insolvency/liquidation goods or used goods/auction goods
6.1 Warranty rights of the buyer presuppose that he has properly fulfilled his obligations to examine the goods and to give notice of defects in accordance with § 377 HGB (German Commercial Code).
6.2 It applies:
a) Externally recognizable damage to the consignments must be certified immediately on the consignment note by the deliverer of the consignment (rail, post, forwarding agent, etc.) by recording the facts or in any other suitable manner. The transport companies are obliged to do so.
b) in the case of damage, defects or weight reductions in the contents which are not externally recognisable and which become apparent, the further unpacking must be stopped immediately. The delivering transport company shall be held immediately liable in writing and shall be requested to record the facts of the case and ascertain the damage, namely aa) by post - immediately on the day of delivery;
bb) in the case of rail freight or express dispatch - immediately on the day of delivery;
cc) in the case of motor carriers 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 under warranty is based on intent, gross negligence or injury to life, limb or health, the statutory warranty period shall apply. For the rest, the statutory provisions shall apply.
c) Insolvency goods / liquidation goods, used goods
For goods from insolvencies and liquidations as well as for used goods always applies, bought as seen or according to transmitted data by the seller to the buyer. The sale of such goods shall take place to the exclusion of any warranty or guarantee.
For these goods the quantities can vary strongly and it requires an own recount by the customer.
6.3 If the manufacturer of the goods provides a guarantee to the seller, the seller will assign any resulting claims to the buyer, the buyer accepts the assignment.
6.4 Colour deviations of lesser extent and colour deviations which are attributable to the use or combination of different materials shall be deemed to be in accordance with the contract insofar as the deviation is merely limited to the colour and does not impair performance.
6.5 Obvious defects must be reported to the seller in writing immediately, at the latest within 3 weekdays after delivery. It is sufficient to send the notification within the deadline if the notification is received by the seller soon after the normal postal run.
6.6 If, despite all the care taken, the delivered goods show a defect which already existed at the time of the transfer of risk, the seller shall, subject to timely notification of the defect, either repair the goods or deliver replacement goods at his discretion.
6.7 The Buyer shall initially have the choice of whether subsequent performance is to take the form of repair or replacement. However, the seller is entitled to refuse the type of subsequent performance chosen by the buyer if it is only possible with disproportionate costs and the other type of subsequent performance is possible without considerable disadvantages for the buyer. During the subsequent performance, the reduction of the purchase price or the withdrawal from the contract by the buyer are excluded. A subsequent improvement shall be deemed to have failed with the unsuccessful third attempt, unless something else results in particular from the nature of the item or the defect or the other circumstances. If subsequent performance has failed or if the Seller has refused subsequent performance in its entirety, the Buyer may, at its option, demand a reduction in the purchase price or declare its withdrawal from the contract.
6.8 The expenses necessary for the purpose of subsequent performance shall be borne by the Buyer insofar as they increase as a result of the deliveries or services being transported to a location other than the Buyer's branch office or the assembly site, unless the transport corresponds to their intended use.
6.9 In the event of return, the defective delivery items shall be kept ready for inspection by the Buyer or returned at the Seller's request in the condition in which they were at the time the defect was discovered.
6.10 The obligation is excluded if the buyer himself was not obliged to exercise the warranty rights vis-à-vis his customer on the basis of the statutory regulations or if he did not make this complaint vis-à-vis a claim made to him. This shall also apply if the Buyer has assumed warranties towards the end consumer which go beyond the statutory provisions.
6.11 The buyer may not pass on claims for damages of his customer to the seller. The warranty is limited only to complaints by the buyer. If the delivered goods are resold by the buyer to third parties, the seller is not liable under warranty law for their complaints.
6.12 The obligation pursuant to Clauses 6.4, 6.7 - 6.11 is excluded insofar as the defect is 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 the Seller.
6.13 The buyer must present the complaint in such a way that he describes the defect of the goods in a professional and precise manner.
6.14 Insolvency/liquidation goods or used goods are always free of warranties or guarantees/liabilities for material defects. Quantities may vary greatly, technical performance data are always non-binding and do not reflect the facts. It applies always 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.
7. retention of title for delivered and sold goods
7.1 Until the fulfilment of all claims, including all claims for damages and
The goods delivered or to be delivered (goods subject to retention of title) remain the property of the seller in respect of current account balance claims to which the seller is entitled against the buyer from the respective contractual relationship. In the event of a breach of contract by the buyer, e.g. default in payment, the seller has the right to retain the goods to be delivered or to take back the goods delivered subject to retention of title after setting a reasonable deadline. If the seller takes back the reserved goods, this constitutes a withdrawal from the contract. The Seller shall be entitled to dispose of the reserved goods after taking them back. After deduction of a reasonable amount for the costs of the sale, the proceeds of the sale shall be offset against the amounts owed to us by the Buyer.
7.2 The Buyer shall treat the reserved goods with care and, if necessary, insure them sufficiently at their replacement value against fire, water and theft at his own expense. Maintenance and inspection work which become necessary must be carried out in good time by the purchaser at his own expense. As long as ownership has not yet passed to the buyer, the buyer must inform the seller immediately in writing if the delivered item is seized or subjected to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of a successful action pursuant to § 771 ZPO, the buyer shall be liable for the loss incurred by us.
7.3 The buyer is only entitled to sell and/or use the reserved goods properly in the course of business if he has paid the agreed purchase price in full to the seller.
7.4 In the event of processing or transformation of the object of sale by the Buyer, the Buyer's expectant right to the object of sale shall continue in respect of the transformed object. If the object of sale is processed with other objects not belonging to the Seller, the Seller shall acquire co-ownership of the new object in the ratio of the objective value of the object of sale of the Seller to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the buyer's item is to be regarded as the main item, it shall be deemed agreed that the buyer transfers proportional co-ownership to the seller and keeps the resulting sole ownership or co-ownership for the seller. In order to secure the Seller's claims against the Buyer, the Buyer shall also assign to the Seller such claims which accrue to him against a third party as a result of the combination of the reserved goods with a piece of real estate; the Seller hereby accepts this assignment already now.
7.5 The seller is entitled to withdraw from the contract and to sell the goods to other customers if the buyer defaults on payment and sets a reasonable deadline beforehand. The amount paid shall be refunded after deduction of all costs (including loss of profit, interest, processing and administration costs as well as other costs) incurred in connection with the sale of the retained goods.
8.1 The Seller shall be liable without limitation for other damages resulting from tort for intent and gross negligence.
8.2 Liability for indirect and unforeseeable damage, loss of production and use, loss of profit, loss of savings and financial loss due to third-party claims shall be excluded in cases of simple negligence.
8.3 Any further liability - regardless of the legal nature of the claim asserted - is excluded.
8.4 The exclusions and limitations of liability pursuant to para. 8.2- 8.4 shall not apply if the Seller is proven to have intentionally or grossly negligently breached its duty of care in the selection and monitoring of third-party operations; if the exclusion of claims for compensation thwarts or jeopardises the performance of the contract; for foreseeable damages typical of the contract; in the event of breach of cardinal obligations, after assumption of a guarantee for the quality of the product, in the event of fraudulently concealed defects and in the event of injury to life, limb or health; for claims under the Product Liability Act.
8.5 All claims against the Seller arising from contractual breach of duty shall become statute-barred one year after the statutory commencement of the limitation period, unless they are based on intentional conduct. The shortening of the limitation period shall not apply to liability for damage to life, limb and health. The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected.
8.6 As far as the liability according to paragraph 8.2- 8.8 is excluded or limited, this also applies to the personal liability of the employees, representatives, organs and vicarious agents of the seller. The seller is not liable for the subcontractors commissioned by him. If the subcontractor causes damage (to persons, property, assets) to the buyer and if claims of the seller arise from this damage, 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 provision.
9. obligation to dispose of the goods in accordance with the ElektroG (Electrical and Electronic Equipment Act)
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 - assumes the obligation to properly dispose of the purchased goods after termination of use at his own risk and expense in accordance with the statutory provisions. At the same time, the Buyer shall indemnify the Seller against all possible obligations arising from the provisions of the ElektroG and any associated claims of third parties.
9.2 Commercial third parties to whom the Buyer passes on the goods shall be contractually obliged to dispose of the goods properly at their own expense and in accordance with the statutory provisions upon termination of use and/or to impose a further obligation on the recipient(s) in the event that the goods are passed on again. If the customer fails to contractually agree the aforementioned further obligation, he shall take back the delivered goods at his own expense after termination of use and properly dispose of them in accordance with the statutory provisions.
10. place of performance, place of jurisdiction, applicable law
10.1 The place of performance and jurisdiction for deliveries and payments as well as all disputes arising between the Seller and the Buyer from contracts concluded between the parties shall be the registered office of the Seller, unless otherwise stipulated in the contract or order confirmation.
10.2 The relations between the parties to the contract shall be governed exclusively by the laws of the Federal Republic of Germany.
11 Severability clause
11.1 Should individual provisions of these General Terms and Conditions be invalid in whole or in part, this shall not affect the validity of the remainder of the contract. The parties undertake to replace the invalid provision with a legally permissible provision that comes as close as possible to the economic purpose of the invalid provision or fills this gap.
11.2 All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract. Verbal collateral agreements do not exist and are ineffective.
12. data protection
For the purpose of processing orders, enquiries and offers made by the Seller or by third parties commissioned by the Seller on behalf of the Seller, the Seller is entitled to store the data electronically and process them further. The Seller shall be entitled to pass on data to third parties, in particular to credit institutions and contractual partners, which serve the purpose of order processing. The provisions of the Federal Data Protection Act (BDSG) § 4, paragraph 1 and 2 are observed.