General Terms & Conditions

TRENNSO-TECHNIK
Trenn- und Sortiertechnik GmbH
D-89264 Weißenhorn
 

General terms of sale and delivery as at 02/2012
 
§ 1 Validity
1.The following conditions apply exclusively for all offers submitted by us and for all contracts concluded with us for the delivery of goods and works.
2. Purchasing conditions or divergent conditions of the purchaser only apply if we confirm them in writing.
 
§ 2 Conclusion of contract
1. All our offers, in particular those in catalogues, sales documents or on the internet are non-binding. They are to be regarded legally as a request to supply offers.
2. Orders are accepted when they are either confirmed in writing by us or are carried out immediately after receipt of the order.
3. In cases of doubt, the content of the contract is based on our confirmation of order or, insofar as none is issued, in accordance with our delivery note.
4. Information on dimensions, weights and performance, diagrams and drawings are approximate if not referred to by us as binding.
5. We reserve unrestricted property rights and copyrights of exploitation to cost estimates, design drawings and other documents; 
they may only be made accessible to third parties with our permission and are to be returned if no contract is concluded.
6. Changes to designs or shapes remain reserved during the delivery period insofar as they are insignificant changes in performance and are reasonable for the purchaser.
7. Additional agreements - also with our representatives, field service personnel or other agents - are only effective with our express written confirmation.
 
§ 3 Delivery
1. Delivery periods only begin after all execution units have been fully clarified. Observation of the delivery periods requires fulfilment of the contractual obligations;
 in particular the payment of an agreed down-payment and provision of necessary documents in time.
2. In the event of delays in delivery due to force majeure, for which we are not responsible and considerably impair or prevent delivery - these include strikes, lock-outs, official orders, transport disruptions etc., even when they occur at our suppliers or sub-contractors, the agreed period is extended by a reasonable extent. 
If the performance hindrance exists for more than 3 months, both parties have the right to withdraw partially or fully from the contract. Claims for compensation are excluded. 
The same applies if we are not supplied by our supplier or not on time through none of our fault.
3. We make every effort to observe agreed delivery periods. Insofar as we culpably exceed delivery periods, the purchaser is obliged to permit us a suitable extension. 
After expiry of this extended period, the purchaser can withdraw from the contract. To assert compensation for a delay and compensation for non-fulfilment, § 7 applies accordingly.
5. If dispatch is delayed by the purchaser, a storage fee of 0.5 % of the invoice amount for each commenced month, but at most 5 % of the invoice amount. 
This does not exclude compensation for higher damages. The purchaser is permitted to provide evidence that no or considerably lower damages have been incurred.
6. If the purchaser culpably refuses to fulfil the contract, we are entitled to demand compensation of 20 % of the order total excluding VAT. 
This does not exclude compensation for higher damages. The purchaser is permitted to provide evidence that no or considerably lower damages have been incurred.
 
§ 4 Prices, conditions of payment
1. Prices apply strictly net ex works excluding VAT of the statutory amount.
2 All custom fees, taxes or similar duties arising from our goods and services in the country of the purchaser are to be borne by the purchaser.
3. If there is a period of more than 4 months between conclusion of the contract and the beginning of contract performance, we reserve the right to increase our prices appropriately if cost increases occur after conclusion of the contract, in particular increases in material and raw material prices, personnel, production and transport costs. We will provide evidence of these to the purchaser on request.
4. The purchaser may only offset claims undisputed by us or those which are recognised in law.
5. Assertion of a right of retention due to disputed counter-claims which are not recognised in law is excluded insofar as these are not based on the same contractual relationship.
6. Payments may only be made to us. Claims against us must not be assigned.
 
§ 5 Transport, transfer of risk, acceptance
1. In the case of delivery of goods, the risk passes to the purchaser, also if freight-free delivery is agreed, as soon as the goods have left our works or the purchaser delays acceptance.
This also applies to part deliveries. If dispatch is delayed for reasons for which the purchaser is responsible, risk passes to the purchaser with notification of readiness to dispatch.
The same applies accordingly if the goods are delivered ex works from a third party appointed by me.
2. Any transport damage is to be complained about by the recipient before payment of the freight charges and acceptance of the goods.
The recipient is to notify the carrier within one week of delivery of damage to or shortages of the goods which are not outwardly visible on acceptance.
3. If acceptance is delayed on performance of works services for reasons for which the purchaser is responsible, acceptance is deemed to have occurred if we have set the purchaser a reasonable period to carry out acceptance and the period has expired without success and at the same time we have informed the purchaser of the significance of expiry of the period, at the latest however 3 months after delivery.
 
§ 6 Notice of defects, liability for defects
1. Information on properties, e.g. dimensions, weight and other technical information are only to be understood as descriptions of properties and do not represent assumption of a guarantee.
The purchaser is responsible for checking whether the goods are suitable for his purposes.
2. The goods supplied by us are to be carefully checked by the purchaser for quantity, defects and properties. They are deemed to be approved if we do not receive written notice of recognisable defects immediately,
at the latest within 1 week after receipt of the goods or if we receive complaint if a defect is detected later. This does not apply when acceptance has been expressly agreed.
If the purchaser detects a fault of the goods, he must not freely dispose of them, i.e. they must not be separated, re-sold or further processed.
3. In the case of defects of the goods or of the works service, we can rectify as we see fit by eliminating the defect or by delivery of a defect-free object.
In this case we can at our discretion demand that the defective goods are returned to us for reworking or replacement with subsequent return at our expense or the purchaser
 holds the defective goods ready and reworking or replacement is carried out there by us or a person authorised by us. The purchaser is entitled to do so 
if he cannot reasonably be expected to return the defective goods to us. The expenses necessary for reworking (in particular transport, travel, labour and material costs) are borne by us. This does not apply to increased expenses incurred if the goods have been delivered to a place other than the place of residence or commercial branch of the purchaser unless delivery corresponded to the use as intended of the goods.
4. In the event of failure, i.e. impossibility, genuine and final refusal, an unacceptable delay or a failed attempt at reworking, the purchaser is 
entitled to reduce the purchase price or withdraw from the contract at his discretion. Withdrawal is excluded when the object of the liability for defects is construction works.
5. If we are responsible for a defect or it can be attributed to us, the purchaser can demand compensation or reimbursement of expenses under the provisions specified in § 7.
6. The period of limitation for defect claims is 12 months. In the case of a defect in accordance with § 438, Section 1, No. 2 BGB (buildings and items used for buildings)
or § 634a, Section 1, No. 2 BGB (buildings and planning or supervisory services for buildings), the period of limitation is five years. If the defect claim is based on a fault, the period of limitation is in accordance with $ 7, Clause 4.
7. Delivery of used goods agreed with the purchaser excludes all claims for defects.
 
§ 7 General liability
1. In the event of an infringement of obligations, we are only liable for compensation or reimbursement of expenses – under reservation of the other contractual and statutory liability conditions – in the event of intent or gross negligence. 
This does not apply if the infringement of obligation jeopardises an essential contractual obligation (contractual obligation which if infringed jeopardises the contractual purpose and on which the contractual partners may regularly depend) or concerns a guarantee or liability for damage due to loss of life, physical injury or health or insofar as we are liable in accordance with the product liability act.
2. In the case of liability due to negligent infringement of an essential contractual obligation, liability is restricted to damage which was foreseeable on conclusion of the contract.
3. The above liability exclusions and restrictions apply in the same scope in favour of our institutions, legal representatives, employees, vicarious agents and other appointed persons.
4. The period of limitation for all claims for damages and reimbursement of expenses against us, regardless of the legal basis, is 12 months insofar as we are not liable due to intent or gross negligence or for damages from loss of life, physical injury or health or in accordance with the product liability act.
 
 
§ 8 Reservation of title
1. The reservation of title agreed in the following serves to safeguard all our individual current and future claims against the purchaser from the business relationship existing with the purchaser 
(including balance claims from any agreed current account relationship).
2. The goods supplied remain our property as reserved goods until full payment of all secured claims.
3. If the purchaser falls into arrears with the payment, we are entitled to demand return of the reserved goods without previous withdrawal on our part.
4. The purchaser keeps the reserved goods free of charge for us.
5. The purchaser is entitled to resell or process the reserved goods in the ordinary course of business. 
However, he already assigns all claims to the value of the reserved goods with all ancillary rights now and entitles us to collect the claims. We hereby accept the assignment.
6. Processing or transformation of the reserved goods is deemed to be carried out for us. Insofar, we are deemed to be the manufacturer pursuant to § 950 BGB.
7. The value of the reserved goods is our invoice amount. If the resold reserved goods are jointly owned by the purchaser, assignment of the claim extends to the amount which corresponds 
to the proportional value of the joint ownership of the purchaser.
8. On processing of goods which do not belong to us, we acquire joint ownership of the new item in proportion to the value of the reserved goods at the value of the other goods at the time of processing.
If the reserved goods are connected, mixed or blended with goods which do not belong to us pursuant to §§ 947, 948 BGB; we become joint owners in accordance with the statutory provisions.
If the purchaser acquires sole ownership through connection, mixing or blending, he now already transfers joint ownership to us according 
to the proportion of the value of the reserved goods to the other goods at the time of connection, mixing or blending.
9. If the reserved goods are installed by the purchaser in a plot of land, ship structure or aircraft of the purchaser, as an essential part, 
the purchaser now already assigns the claim resulting from the sale of the plot of land, of land rights, of the ship, of the ship structure or of the aircraft to the value of the reserved goods to us.
10. The purchaser is not entitled to pledge the reserved goods or assign them by way of security.
11. The purchaser remains entitled to collect the assigned claims until revocation. As long as the purchaser meets his payment obligations to us, we shall not make use of our right of collection. On request, the purchaser is obliged to inform us of the debtor of the assigned claims and notify the latter of the assignment, irrespectively of our right to notify the debtor of the assignment ourselves.
12. In the event of payment arrears, cessation of payment, application for the opening of an insolvency process on the assets of the purchaser or rejection of such an application, the right is forfeited to sell, process, mix, or blend the objects supplied or to connect them with others or otherwise utilise them.
13. In the event of pledges or other interventions of third parties, the purchaser has to inform us without delay in writing so that an objection can be raised in accordance with § 771 ZPO. Insofar as the third party is not able to reimburse us for the legal or extrajudicial expenses of a legal action in accordance with § 771 ZPO, the customer is liable for the default.
14. We undertake to release the securities to which we are entitled insofar as their estimated value exceeds the amount of the secured claims by more than 50 %.
 
§ 9 Use of software
1. Insofar as software is included in the scope of supply, the purchaser is granted a non-exclusive right to use the software supplied including its documentation.
It is provided for use of the delivery item for which it is intended. Use of the software on more than one system is prohibited.
2. The purchaser may only reproduce, revise, translate or convert the object code to the source code in the legally permissible scope (§ 69 a UrhG). The purchaser undertakes not to remove manufacturer specifications, in particular copyright notices or alter them without our prior express permission.
3. All other rights to the software and documents including copies remain with us. It is not permitted to grant sublicenses.
 
§ 10 Final provisions
1. The sole court of law for legal disputes with merchants, legal entities and special funds under public law is the court in the district in which we are headquartered.
However, we are also entitled to file a suit at the seat of the purchaser or with other courts based on domestic or foreign law. Compelling legal provisions via exclusive places of jurisdiction remain unaffected by this regulation.
2. German law applies to the legal relationship with the purchaser, but under exclusion of the United Nations Convention on Contracts for The International Sale of Goods - CISG).
3. If one or more conditions are completely or partly ineffective, this does not affect the validity of the remaining conditions. If the ineffective conditions contain an effective, reasonable part, this should be retained.