Terms and Conditions

Terms & Conditions

General Terms and Conditions of Sale of TRIQBRIQ AG (hereinafter: “Seller”)

1. GENERAL

(1)   These terms and conditions of sale and delivery apply exclusively; the Seller does not recognize any terms and conditions of the customer that conflict with or deviate from the Seller’s terms and conditions of sale and delivery, unless the Seller has expressly agreed to their validity in writing. These terms and conditions of sale and delivery also apply if the Seller carries out delivery to the customer without express reservation, despite being aware of conflicting terms and conditions of the customer or terms and conditions that deviate from these terms and conditions of sale and delivery.

(2)   All agreements made between the Seller and the customer for the purpose of executing this contract are set out in writing in this contract.

(3)   These terms and conditions of sale and delivery also apply to businesses, legal entities under public law, or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).

2. OFFER, SCOPE OF SERVICES AND CONCLUSION OF CONTRACT

(1)   Contract offers by the Seller are made in text form and are non-binding.

(2)   The offer includes the manufacture and delivery (Section 4) of the goods offered. The characteristics of the contractual goods are set out in the Seller’s general product descriptions. Special characteristics are not agreed unless stated in the order confirmation; otherwise, the information in the offer applies. If no specifications are contained there either, the Seller’s general product descriptions apply.

(3)   Unless individually agreed and compensated otherwise, no direct, indirect, or other advisory services are provided by the Seller. These are purely purchase agreements. The customer is responsible for verifying the suitability of the contractual products for their own purposes.

(4)   The order is binding on the customer. The Seller may accept the customer’s order within 4 weeks. The scope of the contractually owed service is determined exclusively by the Seller’s order confirmation in text form.

(5)   The Seller reserves ownership and copyright to illustrations, drawings, calculations, and other documents. This also applies to written documents that are not expressly marked as “confidential.” The customer requires the Seller’s express written consent before passing these on to third parties.

3. PRICES AND PAYMENT TERMS

(1)   Unless otherwise stated in the order confirmation, our prices apply “ex works,” excluding packaging, shipping, and similar costs. These services may be invoiced separately.

(2)   The price of the contractual product is heavily dependent on raw material price developments, and the product is manufactured specifically for the customer. The Seller is therefore entitled to assert a reasonable adjustment of the purchase price if more than three months elapse between the order confirmation and the scheduled delivery and the price index for wood-based materials (solid wood for wood packaging) of the Bundesverband Holzpackmittel, Paletten, Exportverpackung e.V. (www.hpe.de) increases by more than 10 percent.

(3)   Statutory value-added tax is not included in the prices; it will be shown separately on the invoice at the statutory rate on the date of invoicing.

(4)   Any deduction of a cash discount requires a special written agreement.

(5)   Unless otherwise stated in the order confirmation, the purchase price is due for payment as follows: 20% within 10 days of the order confirmation, and the remaining 80% immediately upon the Seller’s notification of readiness for delivery. As a general rule, the goods must be paid for in full before they leave the Seller’s premises. Invoices for services only rendered by the Seller are due for payment, also without deduction, within 14 days of the invoice date. The statutory provisions regarding the consequences of default in payment apply.

(6)   Should delivery be delayed due to the customer’s default in payment or for any other reason not attributable to the Seller, a storage fee of 1% of the order value shall become due for each week or part thereof. This compensation is limited to a total of 5% of the order value.

(7)   If delivery is delayed by at least 35 calendar days, the Seller shall have the right of withdrawal pursuant to Section 5 (2).

(8)   The customer is only entitled to rights of set-off or retention if its counterclaims have been legally established, are undisputed, or have been acknowledged by the Seller. Furthermore, the customer is only entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.

4. DELIVERY AND TRANSFER OF RISK

(1)   The stated delivery date is non-binding. Unless otherwise stated in the order confirmation, delivery “ex works” is agreed.

(2)   Compliance with the delivery obligation is subject to best efforts and shall be extended appropriately if the customer delays or fails to perform required or agreed cooperative actions. The same applies in the event of industrial action, in particular strikes and lockouts, and in the event of unforeseen obstacles beyond the Seller’s control or influence, e.g., delivery delays by an upstream supplier, traffic and operational disruptions, shortages of materials or energy, etc. Changes to the ordered goods initiated by the customer shall also result in a reasonable extension of the delivery period. The customer shall bear any additional expenses arising from this.

(3)   If the customer defaults in acceptance or culpably breaches other cooperation obligations, the Seller is entitled to demand compensation for any resulting damage, including any additional expenses. Further claims remain reserved.

(4)   If the conditions of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the time the customer defaults in acceptance or as a debtor.

(5)   Otherwise, risk passes to the customer as soon as the Seller has made the goods available to the customer ex works and notifies the customer accordingly, or the goods are shipped at the customer’s request or handed over to the customer’s transport service provider. If the customer is also a consumer (consumer goods purchase), Section 447 BGB applies, with the proviso that the risk of accidental loss and accidental deterioration only passes to the customer if the customer has instructed the third party — or the person otherwise designated to carry out the shipment — to do so, and the Seller has not previously named this third party to the customer (Section 475 (2) BGB).

(6)   If delivery has been agreed in an individual case, the customer must ensure that the unloading point is accessible by heavy trucks (40 tons), that suitable unloading facilities are available, and that the delivery vehicle is unloaded promptly and properly within 90 minutes. The customer must provide, at its own expense, all equipment and personnel required for unloading. If these conditions are not met, the customer shall be liable for any resulting additional expenses (e.g., repeat trips, waiting times, interim storage, etc.) and damages.

(7)   Only full pallets are delivered.

5. WITHDRAWAL FROM THE CONTRACT, DAMAGES, DEFAULT IN ACCEPTANCE

(1)   If the customer withdraws from the contract through no fault of the Seller, the customer shall pay the Seller liquidated damages amounting to 30% of the order value, unless the customer proves that the Seller incurred no damage or a lesser amount of damage. The Seller reserves the right to assert higher damages or to demand performance of the contract.

(2)   The same applies if the customer withholds agreed (advance) payments or is in default with other cooperative obligations. In this case, the Seller is entitled, without prejudice to further claims, to withdraw from the contract and to demand the damages specified in paragraph (1) from the customer. Before doing so, the Seller must issue a reminder with a reasonable deadline (generally 10 calendar days), pointing out the legal consequences of withdrawal.

(3)   In the event of default in acceptance by the customer, Section 3 (5) applies accordingly.

6. WARRANTY / LIABILITY FOR DEFECTS

(1)   If the purchase is a commercial transaction for both parties, the customer must inspect the goods immediately upon handover, or at the latest upon receipt, and must notify the Seller immediately if a defect is discovered. If the customer fails to give this notice, the goods are deemed approved, unless the defect was not identifiable during inspection. Sections 377 et seq. of the German Commercial Code (HGB) apply in all other respects.

(2)   Wood is a natural product; its natural properties, variations, and characteristics must therefore always be taken into account. In particular, the customer must take its biological, physical, and chemical properties into account when purchasing and using it. The range of natural color, structural, and other variations within a type of wood is inherent to the natural product wood and does not constitute a defect or grounds for complaint.

(3)   If the purchased item has a defect within the scope of the statutory warranty, the customer is entitled, at its discretion, to subsequent performance in the form of remedying the defect or delivery of a new item free of defects.

(4)   If subsequent performance fails, the customer is entitled, at its discretion, to withdraw from the contract or reduce the purchase price.

(5)   In all other respects, the warranty is governed by statutory provisions.

(6)   Further claims by the customer, in particular for consequential damages resulting from defects, are excluded insofar as they do not result from the absence of warranted characteristics. This does not apply to damages resulting from injury to life, body, or health, or in cases of intent, gross negligence, or breach of an obligation by the Seller, the fulfillment of which is essential for the proper execution of the contract and on whose observance the customer may regularly rely (material contractual obligations). Product liability claims against the Seller remain unaffected by this.

7. LIABILITY

In the event of a merely negligent breach of duty by the Seller, its legal representatives, or vicarious agents, the liability of the Seller and its representatives or vicarious agents is excluded. This does not apply to damages resulting from injury to life, body, or health, or in cases of intent, gross negligence, breach of an obligation the fulfillment of which is essential for the proper execution of the contract and on whose observance the customer may regularly rely (material contractual obligations), or in the absence of characteristics warranted in writing.

8. RETENTION OF TITLE

(1)   The Seller retains title to the purchased item until receipt of all payments under the contract. This includes, in particular, any default costs, etc. The retention of title therefore also applies until all present and future, and conditional claims arising from the business relationship between the customer and the Seller have been fulfilled. In the event of conduct by the customer in breach of contract, in particular default in payment, the Seller is entitled to repossess the purchased item, and the customer is obliged to surrender it. Repossession of the purchased item by the Seller constitutes a withdrawal from the contract. After repossession, the Seller is entitled to realize the value of the purchased item; the proceeds of realization shall be credited against the customer’s liabilities, less reasonable realization costs.

(2)   The customer is obliged to handle the purchased item with care; in particular, the customer is obliged to insure it adequately at its own expense at replacement value against damage from fire, water, and theft. The customer shall furthermore observe all of the Seller’s guidelines for the proper storage and use of the goods.

(3)   The customer is not authorized to transfer ownership by way of security or to pledge the goods prior to payment in full pursuant to paragraph (1), but is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to the Seller in advance the claims arising against its business partners from such resale; the Seller accepts this assignment.

(4)   If the goods are processed or combined by the customer, the retention of title also extends to the entire new item. The customer acquires co-ownership in proportion to the value of its goods relative to the value of the goods supplied by the Seller.

(5)   The customer also assigns to the Seller, as security for the Seller’s claims against it, the claims against third parties arising from the combination of the purchased item with a plot of land.

(6)   If the value of all securities held by the Seller permanently exceeds the existing claims by more than 10%, the Seller shall, at the customer’s request, release securities of the Seller’s choosing.

(7)   The filing of an application for insolvency proceedings against the customer entitles the Seller to withdraw from the contract, with the legal consequences set out in Section 5 (2) and (1), and the right to demand immediate return of the delivered goods insofar as security rights still exist.

9. PLACE OF JURISDICTION, PLACE OF PERFORMANCE, DATA PROTECTION

(1)   If the customer is a merchant, the place of jurisdiction is the Seller’s registered office; however, the Seller is also entitled to sue the customer at the court of the customer’s place of residence.

(2)   The law of the Federal Republic of Germany applies exclusively; the application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

(3)   Unless otherwise stated in the order confirmation, the Seller’s place of business is the place of performance.

(4)   The customer agrees that the personal data transmitted will be stored by the Seller in the course of executing the contract. The customer may request the deletion of their personal data from the Seller at any time in text form.

(5)   Should any provision of these Terms and Conditions be invalid, this invalidity shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a mutually agreed, legally valid provision that has a similar economic and legal effect. The same applies to any gaps or omissions in these Terms and Conditions.

As of February 2023
TRIQBRIQ AG