General Terms and Conditions of Sale and Delivery of Trusetal Verbandstoffwerk GmbH (tshs)
to be used in dealings with enterprises, legal entities governed by public law and special trusts under public law
These general business terms and conditions shall apply for all – as a general agreement also for all future –business relations between tshs and its customers and for all offers, deliveries and services of tshs. The present terms and conditions of delivery shall apply exclusively; any conditions of the customer or third parties deviating from or conflicting with these conditions shall not apply and shall only then and insofar become a part of the contract to the extent that tshs has expressly given its agreement in written form. This shall also apply in the event that tshs being aware of conflicting or differing terms and conditions of the customer provides deliveries and services without reservation or tshs refers to letters of the customer which contain or refer to terms of business of the customer or third parties.
Additions and/or amendments to the contracts concluded between tshs and the customer on the basis of these general terms and conditions of sale and delivery as well as these terms and condition of sale and delivery themselves shall require the written form in order to be valid. With the exception of executive directors, or the authorised signatories and authorised agents, employees of tshs are not entitled to make any oral agreements that deviate from these conditions. Legally relevant declarations and notifications, which are submitted or are required to be submitted by the customer to tshs after conclusion of the contract require the written form in order to be valid.
We store and process your data for execution of the contract concluded between you and us. Further information about our handling of your data and your rights can be found in our data protection declaration at http://www.tshs.eu/en/data-protection-declaration.html.
II. Conclusion of contract
Offers of tshs are subject to change and non-binding. Customer orders are binding and the customer is bound to his order for a period of 14 calendar days from receipt of the order at tshs. During this time, tshs can accept the customer’s order by an order acknowledgement in written form or by delivery of the goods to the customer.
Product descriptions, drawings and presentations of the goods, technical data and other information from tshs about the goods or services are only guidelines and approximations, insofar as the usability of the product and/or service for the purpose of the contract does not require precise conformity. These statements and presentations are descriptions of the goods and/or services, but not guaranteed characteristics. Provided that this does not impair the contractually stipulated purpose of the goods and/or services, customary variations are permissible.
III. Prices and payment
The prices of von tshs are valid ex works plus the applicable rate of value added tax, for deliveries exclusive of packaging, transport and freight. The customer shall bear any customs duties. Within Germany, tshs delivers free to door starting from a purchase order value of € 150,-, below this purchase order value the packaging and forwarding charges exclusively are € 6,85. Unless explicitly agreed otherwise, the purchase price shall be immediately payable and due for payment within14 calendar days from the date of receipt of the invoice from tshs at the customer and delivery of the goods. The customer defaults on the expiration of the aforementioned payment deadline. The customer shall only have a right of retention or right of set off regarding those counter-claims that are not disputed or have been recognised by declaratory judgement.
If tshs gives dates or deadlines for the delivery, they shall be considered as non-binding guide figures if these dates or deadlines are not expressly designated as binding, or been expressly agreed between the parties. If the parties have agreed shipment of the goods to the customer, the time at which the goods were transferred to the forwarding agent, carrier or other third party commissioned with transport is decisive. Moreover, the time at which tshs notified the customer of readiness for dispatch is decisive for compliance with delivery deadlines and delivery dates. All delivery deadlines and dates are subject to correct and timely delivery of goods by our suppliers, unless the non-delivery or delay was caused by events for which tshs is accountable. tshs will inform the customer immediately if delays in delivery dates or delivery deadlines are impending due to incorrect or untimely self-supply.
tshs shall not be liable for delays in delivery or impossibility of delivery due to force majeure or other circumstances beyond the control of tshs which are caused by events not forseeable at the time of concluding the contract. If the delivery becomes impossible for tshs due to such events or because of force majeure or is unreasonably difficult considering the value of the goods, tshs shall be entitled to withdraw from the contract. If tshs is only temporarily prevented from delivering by such events or force majeure, the delivery deadlines are prolonged or the delivery dates are extended by the period of duration of the impairment, plus a reasonable start-up period of one week. In this case the customer will be entitled to withdraw from the contract, if the customer cannot reasonably be expected to agree to the delayed delivery and he immediately informs tshs to this effect in written form after tshs has informed the customer of the obstacle to delivery. The customer's right to withdraw from the contract shall remain unaffected in cases of impossibility of performance pursuant to statutory requirements tshs is entitled to partial deliveries insofar as a partial delivery does not incur additional effort or additional costs for the customer, the delivery of the remaining goods is ensured and if a partial delivery is useable for the customer within the framework of the contract purpose.
V. Retention of title
Until complete fulfilment of all claims of tshs towards the customer arising from the contract on which the delivery is based, the goods remain the property of tshs. As long as the demands of tshs against the customer secured by retention of title are not settled, this party may not pledge or assign by way of security the goods secured by retention of title to third parties. If the goods delivered to the customer under retention of title are seized by third parties or if there are other accesses of third parties to the goods delivered under retention of title, the customer is obliged to draw the attention of the third party to the property of tshs and to inform tshs immediately in written form of this circumstance. If the customer fails to respond or to respond in due time to claims which have fallen due, tshs shall be entitled to take back the goods delivered under reservation of title after tshs has granted the customer a reasonable period of time for performance and this period of grace has elapsed unsuccessfully. In this case the customer shall bear the transport costs incurred for taking back the goods. If tshs takes back the goods delivered to the customer under retention of title, this represents a withdrawal from contract; this also applies if tshs seizes the goods which are subject to a retention of title.
The customer has the right to use, re-sell or process goods delivered under retention of title in the course of normal business. The following also applies as a supplementary rule: the customer now already assigns to tshs claims arising from the resale of the goods delivered under retention of title. This also applies for claims of the customer in relation to the goods delivered under retention of title to which it is entitled against third parties or to which it would be entitled in future for other reasons (such as claims to insurance payments and/or from unauthorised action). tshs accepts this assignment. The customer remains entitled to collect the aforementioned receivables and tshs undertakes not to collect these receivables for as long as the customer fulfils its contractual obligations towards tshs, especially does not default in payment, no petition to open insolvency proceedings on the assets of the customer is filed and there are no other deficiencies in the customer's performance capacity and solvency which endanger the purchase price claim of tshs. If such an event occurs, however, the customer is obliged to notify its debtors of the assignment and name its debtors to tshs and provide all information necessary for collecting these assigned receivables and to provide tshs with all the pertinent documents. At the customer's request, tshs shall release securities at the choice of tshs, if the redeemable value of the securities surpasses the claims of tshs by more than 10 %.
VI. Warranty, claims for defects
The warranty period shall be 12 months. The customer is obliged to closely inspect the items delivered immediately after receipt and report any evident defects without delay to tshs in written form. The goods are considered approved by the customer with regard to evident defects or defects which would be recognisable on immediate close examination, if the customer fails to report such defects in written form within seven working days after transfer of risk. As regards other defects, the goods shall be deemed to be approved by the customer if he does not notify tshs of the defect in written form within seven days of discovering the defect. If the defect was already apparent to the customer at an earlier time on normal use, this earlier time point is determinative for the beginning of the time limit for lodging complaints.
If the goods are defective, tshs can choose the method of subsequent contract fulfilment (improvement or replacement delivery). The right to refuse subsequent fulfilment pursuant to the statutory requirements remains unaffected. tshs is entitled to make subsequent fulfilment dependent on payment of the purchase price. The customer is entitled, however, to retain a portion of the purchase price appropriate in relation to the defect.
tshs shall be liable for compensation – for whatever legal reason – only in the event of intent or gross negligence. In the case of simple negligence, tshs shall only be liable for damages resulting from a loss of life, bodily injuries or injuries to health as well as for damage resulting from a breach of an essential contractual obligation (a commitment, the fulfilment of which enables proper implementation of the contract in the first place and whose observance the contractual partner relies on and may rely on regularly), whereas the liability of tshs is in this case limited to compensation of foreseeable, typically occurring damage. This liability limitation shall not apply to claims of the customer due to mandatory statutory conditions (e.g. Product Liability Act) and insofar as tshs has fraudulently concealed a defect or has given a guarantee for the quality of the goods and for claims arising from the breech of the Data Protection Act.
VIII. Place of performance, choice of law and jurisdiction
The place of fulfilment for all obligations arising from the contractual relationship is the location of the place of business of tshs in Schloss Holte-Stukenbrock. The legal relationships between tshs and the customer are subject to the law of the Federal Republic of Germany, as applicable for legal relations of domestic contracting parties. The Convention on the International Sale of Goods (UN Sales Convention) is ruled out. The exclusive place of jurisdiction for any disputes arising from the contractual relationship between tshs and the customer is the location of the place of business of tshs in Schloss Holte-Stukenbrock. Mandatory legal regulations concerning the exclusive place of jurisdiction remain unaffected.
Note according to the CDRA (Consumer Dispute Resolution Act) on amicable settlement of disputes in consumer affairs
We are not obliged and also not prepared to participate in dispute resolution procedures before a consumer conciliation board. We therefore do not take part in dispute settlement procedures before a consumer conciliation board.
Note on creditworthiness evaluation
Our company regularly evaluates your creditworthiness on conclusion of contracts and in certain cases in which a legitimate interest exists. For this purpose we cooperate with Creditreform Bielefeld Riegel&Unger KG, Sunderweg 3, 33649 Bielefeld, from whom we obtain the data required for this purpose. To this end we communicate your name and your contact data to the Creditreform. Further information on data processing at Creditreform can be obtained at www.creditreform-bielefeld.de/ EU-DSGVO or on request by email/fax/mail.