General Terms and Conditions of TronicPool GmbH
Pforzheimer Str. 132
Legal representative: Diamantis Albanidis, Stefanos Albanidis
Commercial register: HRB362265 Mannheim registry court
Phone: 07243 7687 0
Fax: 07243 7687 19
Sales tax ID: DE812722665
Tax no.: DE 142380008
Terms and conditions of purchase
- The following terms and conditions shall apply exclusively to our orders - including all future orders - unless expressly agreed otherwise in writing. The Supplier's general terms and conditions shall not apply, neither shall any deviating terms and conditions contained in the Supplier's order confirmations. Our Terms and Conditions of Purchase shall apply exclusively even if we accept the Supplier's delivery without reservation in the knowledge that the Supplier's terms and conditions are contrary to or deviate from our Terms and Conditions of Purchase. Verbal orders and agreements shall only be legally effective upon our written confirmation; the same shall apply to verbal modifications or additions to written orders as well as to the cancellation of the written form clause.
- All documents which we have made available to the Supplier for the purpose of submitting an offer or carrying out an order shall remain our property and may not be used for other purposes, reproduced or made available to third parties. Such documents or items shall be returned to us without request and free of charge after the order has been completed. Products manufactured on the basis of these documents may not be offered, delivered or otherwise brought to the attention of third parties, either directly or in connection with other products, without our written consent. The Supplier undertakes to use the knowledge and experience acquired in the execution of our orders exclusively for the execution of our orders. He is committed to absolute secrecy towards third parties with regard to the business matters that have become known to him as a result of the completion of the orders. The obligation to maintain secrecy shall not apply if and to the extent that it concerns general or publicly known information.
- The delivery dates stated in our order are binding and are understood to mean delivery to the place of receipt named by us. If the Supplier realizes that he will not be able to meet a delivery date, he must notify us immediately in writing. We shall be authorized to refuse acceptance of goods delivered earlier than the delivery date specified in the order and to return the early goods at the Supplier's expense and risk or to demand payment of the invoice on the originally agreed delivery date. If we are prevented from accepting the deliveries due to unpredictable and extraordinary situations which we are unable to avoid despite exercising reasonable care (e.g., operational disruptions, industrial strikes), the acceptance date shall be postponed by the duration of the delay. If acceptance is not possible for more than six months due to the above-mentioned circumstances, both parties are entitled to cancel the contract.
- The supplier shall deliver the ordered goods at its own risk to the place of receipt specified by us.
- All shipments must be accompanied by at least one delivery note stating our purchase order number and part number.
- The goods shall be inspected for dimensional accuracy, quantity and quality upon receipt at the place of receipt designated by us. We are entitled to carry out the inspection by taking samples and, without prejudice to our other claims, to reject the goods in their entirety if the permissible quality level limits or AQL values are exceeded, or to inspect one hundred percent of the goods at the Supplier's expense and risk and to demand replacement of the defective parts. In the event of a complaint, we reserve the right to charge the cost of inspecting the replacement delivery. Short or wrong deliveries as well as obvious defects must be reported by us within ten days. This also applies to goods resold by us worldwide.
- The return of rejected goods shall be at the expense and risk of the Supplier and shall be preceded by a return debit note for the invoice amount. Replacement deliveries shall be invoiced again, quoting the number of our return and debit note.
III. Prices and terms of payment
- Prices are quoted exclusive of VAT. The prices are maximum prices and are free to the place of receipt named by us. Customs duties and charges, transportation, packaging and insurance costs and other additional costs will be charged separately only if explicitly agreed.
- Unless otherwise agreed, payment shall be made within 14 days of receipt of the invoice with a 2% discount or 30 days net. Payment does not constitute acceptance of performance or waiver of warranty.
- The assignment of claims against us, except to our bank, shall be effective only with our written consent.
- The Supplier warrants that the goods are free from defects, that they have been manufactured in compliance with the agreement, and that good and flawless raw materials have been used. In any case, the goods must conform to the generally recognized rules of technology, as laid down in particular in DIN standards, VDE regulations and other recognized technical regulations. Defects of the goods, even if not detected by random sampling, shall entitle us, at our choice, either to reduce the purchase price, or to demand rectification, or, if the Supplier is in default with the rectification, or if there is imminent danger or special urgency, to carry out the rectification ourselves at the Supplier's expense, or to demand a replacement delivery, or to withdraw from the contract in whole or in part without payment of damages. The right to claim damages, in particular damages for non-performance, is expressly reserved. Unless otherwise agreed, the warranty period shall be one year from receipt of the delivery by us. In the event of rectification of defects, the warranty period shall restart with reference to the repaired part.
V. Property rights
- The Supplier shall be fully and independently responsible for ensuring that the delivery and contractual use of the ordered goods do not infringe the industrial property rights and applications for industrial property rights of third parties in the countries of the European Union, Switzerland, the USA, Japan, South Korea, Singapore, Hong Kong, China, Taiwan, Malaysia and other countries named to the Supplier in individual cases. The Supplier shall release us from all claims asserted against us on the basis of such infringement. In the event of an infringement, in addition to claims for damages, we shall also be entitled to all legal and contractual claims against the Supplier based on defects as to quality and defects in title; this shall also apply to items which the Supplier has obtained from third parties. In the case of the use of industrial property rights of third parties on the basis of license agreements concluded by the Supplier with a limited territorial scope, the Supplier shall ensure that such use is allowed in all the above-mentioned countries.
Terms of delivery and payment
- The scope of deliveries or services (hereinafter referred to as "Deliveries") shall be determined by the written declarations of both parties. However, the customer's general terms and conditions shall only apply if we have expressly agreed to them in writing.
- We reserve the unrestricted property rights and copyrights to offers, calculations, drawings and other documents (hereinafter referred to as "Documents"). The Documents may only be made available to third parties with our prior consent and must be returned to us immediately upon request if the order is not placed with us.
II. Offer and delivery
- Our offers are subject to change and are not binding.
- An offer for special procurement or components that are no longer produced by the manufacturer, discontinued or currently difficult to procure is based on the offers, data and market knowledge available to us. If TronicPool GmbH confirms the possibility of delivery or procurement, this is only subject to timely, correct and complete delivery by the manufacturer or pre-supplier. We do not guarantee the actual availability and do not assume any procurement risk.
- Adherence to delivery periods shall be subject to the timely receipt of all documents, necessary permits and releases, in particular of plans, to be provided by the Purchaser, as well as the Purchaser's compliance with the agreed terms of payment and other obligations. If these prerequisites are not fulfilled in time, the deadlines shall be extended accordingly.
- If we are prevented from fulfilling the contract on time due to unforeseeable, unavoidable and extraordinary disruptions in procurement, production or delivery - either at our company or at our suppliers - e.g. due to energy shortages, traffic disruptions, strikes, lockouts, force majeure, data errors, we reserve the right either to extend the delivery period appropriately (up to a maximum of six months) or to withdraw from the order in whole or in part. The customer can only withdraw from the contract if he sets us a reasonable deadline in writing of at least three weeks after expiry of the extended deadline, unless the reasonable deadline is longer due to the underlying circumstances. The withdrawal must be made in writing if we do not perform within the grace period. Paragraph 3 remains unaffected.
- If it becomes impossible for us to perform the contract in whole or in part for the reasons stated in paragraph (4), we reserve the right to rescind the contract in whole or in part with respect to the part not yet performed.
- We shall notify the customer without delay of the hindrance pursuant to paragraph (5) and of the impossibility pursuant to paragraph (4).
- If the customer is in default of payment for a previous delivery, we are entitled to withhold deliveries without being obliged to compensate for any damage incurred.
- Partial deliveries are permitted as long as they are reasonable for the customer.
- The packaging shall be carried out according to professional and commercial aspects. The purchaser shall bear the packaging costs.
- The shipment will be made according to our choice. The customer bears the shipping costs.
- Risk passes to the customer when the goods leave our warehouse. All shipments, including any returns, are made at the customer's risk.
III. Prices and terms of payment
- Invoicing shall be made at the prices in force on the day of delivery, unless otherwise agreed. If, in the case of call-off or forward orders, only a part of the agreed quantity is accepted within the agreed period through no fault of our own, we shall be entitled, at our discretion, either to charge the price applicable to this batch size for the part delivered or to deliver and charge for the quantity not yet called off.
- The payment terms stated in our order confirmation are binding.
- Prices are ex-works, excluding packaging, plus applicable sales tax.
- Payments are to be made free to our paying agent.
- The Customer may only set off claims that are undisputed or have been finally adjudicated.
- If the customer is in default, we shall be entitled to charge default interest at a rate of 8% above the respective base rate. A higher default interest rate may also be claimed if appropriate evidence is provided.
- If the customer does not meet his payment obligations in accordance with the contract or if he suspends his payments or if we become aware of other circumstances that call into question the customer's creditworthiness, we shall be entitled to declare the entire remaining debt due and payable, to demand advance payments or the provision of security.
IV. Reservation of proprietary rights
- The items of the delivery (reserved goods) shall remain our property until all claims against the customer to which we are entitled under the business relationship have been satisfied. If the value of all security rights to which we are entitled exceeds the amount of all secured claims by more than 20%, we shall release a corresponding part of the security rights at the customer's request.
- During the existence of the retention of title, the Buyer may not pledge or assign the goods, and resale is permitted only to resellers in the ordinary course of business and only on the condition that the reseller receives payment from its customer or makes the reservation that title will not pass to the customer until the customer has fulfilled its payment obligations.
- The purchaser hereby assigns to us the amount of his claims from the resale of the reserved goods, including all ancillary rights, which corresponds to our invoice price including VAT.
- In the event of seizure, confiscation or other dispositions or interventions by third parties, the customer shall notify us immediately.
- In the event of a breach of duty by the Purchaser, in particular in the event of default in payment, the Supplier shall be entitled to rescind the contract and take back the goods subject to retention of title after expiry of a reasonable period of grace set by the Supplier. The statutory provisions on the dispensability of setting a deadline shall remain unaffected. The Purchaser shall be obliged to surrender the Retained Goods.
- Such repossession shall not constitute a rescission of the contract, unless such rescission has been expressly declared by us in writing. After taking back the goods, we are entitled to sell them. The proceeds of the sale shall be credited against the customer's liabilities - after deduction of the costs incurred for the sale.
- The customer is obliged to treat the goods subject to retention of title with care. He is obliged to insure the goods at his own expense against fire, water and theft to a value not less than the agreed purchase price. Insofar as care, maintenance and inspection work is necessary, the Buyer shall carry this out in good time at his own expense and bear the costs thereof.
- Any processing or transformation of the goods by the customer shall always be carried out for us. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale to the other processed objects at the time of processing. If the object of sale is inseparably mixed, blended or combined with other objects not belonging to us in the sense of § 947 BGB, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale to the other objects at the time of mixing, blending or combining. If the mixing, blending or combining is done in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis. The customer shall store the goods for us free of charge.
- The customer hereby also assigns to us his balance claim from the current account against his customer (including the "causal" balance in the event of bankruptcy) in the event that the customer's claims from the resale are included in a current account. The assignment shall be made in the amount, including value added tax, which we have charged him for the resold reserved goods.
- The customer is entitled to collect the claims assigned to us. Assignment or pledging of these claims is only permitted with our written consent. The authorization to collect is excluded if the buyer is in default of payment, if a petition for bankruptcy or composition proceedings has been filed, if payments have been suspended or for any other reason that endangers the seller's security interest. In this case, upon our request, the Buyer shall notify the debtors of the assignment in writing, provide us with all information, and hand over and send us all documents. Furthermore, the Buyer shall grant us access to the reserved goods still in his possession, send us a detailed list of the goods, separate the goods and return them to us.
- The costs of fulfilling the aforementioned duties to cooperate in the pursuit of all rights arising from the retention of title, as well as all expenses incurred for the purpose of preserving and storing the goods, shall be borne by the customer.
V. Liability for defects and compensation
- Our deliveries must be checked for correctness immediately upon receipt. Shortages or incorrect quantities as well as obvious defects must be reported in writing within a maximum of three working days after receipt. Non-obvious defects appearing at a later date must be reported in writing immediately after their discovery, otherwise the goods shall be deemed to have been approved in spite of this defect.
- Our liability shall be limited to foreseeable damages. Excluded are claims which were not foreseeable at the time of the conclusion of the contract or at the time of a possible breach of duty, neither with regard to the object of the damage nor with regard to the amount of the damage.
- All parts or services which show a material defect within the limitation period - irrespective of the period of operation - shall, at our discretion, be repaired, replaced or provided again free of charge, provided that the cause of the defect already existed at the time of the transfer of risk. A reasonable period of time shall be granted to us for this purpose.
- Claims of the purchaser for expenses incurred for the purpose of subsequent performance, in particular transport, travel, work and material costs, shall be excluded insofar as the expenses increase because the object of the delivery was subsequently brought to a place other than the branch office of the purchaser.
- If the supplementary performance fails, the customer may withdraw from the contract or reduce the payment.
- Claims for material defects become statute-barred after 12 months. This shall not apply if longer periods are prescribed by law, in cases of injury to life, body or health, in the event of an intentional or grossly negligent breach of duty on the part of the Supplier or in the event of fraudulent concealment of a defect. The statutory provisions on suspension of the statute of limitations, suspension and recommencement of limitation periods shall remain unaffected.
- The Buyer shall immediately notify the Supplier in writing of any material defects.
- In the event of notification of defects, the Purchaser may withhold payments to an extent which is in reasonable proportion to the material defects which have occurred. The Purchaser may withhold payments only if a notice of defect is asserted which is beyond doubt. If the notice of defect is unjustified, the Supplier shall be entitled to demand from the Purchaser reimbursement of the expenses incurred by the Supplier.
- Claims for defects shall not exist in the case of used parts or in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage arising after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable operating materials or as a result of special external influences which are not assumed under the contract. If the customer or third parties carry out improper modifications or repair work, no claims for defects shall exist for these and the resulting consequences.
- Claims for damages and reimbursement of expenses on the part of the Purchaser, irrespective of their legal basis, in particular for breach of obligations arising from the contractual relationship and from tort, shall be excluded.
- This shall not apply in cases of mandatory liability, e.g. under the Product Liability Act, in cases of intent, gross negligence, injury to life, body or health, or breach of a condition which goes to the root of the contract. The claim for damages for the violation of essential contractual obligations is, however, limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence or liability for injury to life, body or health.
- Further or other claims of the Purchaser against the Supplier and its vicarious agents on account of a defect than those provided for in this Article are excluded.
VI. Impossibility; Adjustment of Contract
- If delivery is impossible, the customer shall be entitled to claim damages, unless we are not responsible for the impossibility. However, the customer's claim for damages shall be limited to 10% of the value of that part of the delivery which cannot be put to the intended use due to the impossibility. This limitation shall not apply in cases of mandatory liability due to intent, gross negligence or due to injury to life, body or health; this does not imply a change in the burden of proof to the detriment of the Purchaser. The purchaser's right to withdraw from the contract remains unaffected.
- If unforeseeable events within the meaning of Art. II No. 4 significantly change the economic significance or the content of the delivery or have a significant effect on us, the contract shall be adapted accordingly in good faith. If this is not economically justifiable, we shall be entitled to withdraw from the contract. If we make use of this right of rescission, we shall notify the Buyer thereof without undue delay after becoming aware of the consequences of the event, even if an extension of the delivery period had previously been agreed with the Buyer.
VII. Marking of goods, property rights
- Any modification of our goods and any marking which could be regarded as an indication of the origin of the buyer or a third party or which could give the impression that it is a special certificate is prohibited.
- In the event that third parties assert justified claims against the Buyer due to an infringement of industrial property rights to which they are entitled with respect to the goods sold as such, we shall, to the extent that we are liable to the Buyer under the statutory provisions, at our discretion and at our expense, obtain a license for the goods sold as such or replace them with goods free of industrial property rights. If this is not possible for us for legal or technical reasons or if it is not reasonable from an economic point of view, we will take back the goods against refund of the purchase price. We shall be liable for further claims in accordance with Section V. We shall not be liable for any non-contractual use of the goods.
- In the case of goods manufactured according to the customer's specifications, we shall not assume any liability for the non-infringement of third-party industrial property rights, unless we or our vicarious agents are guilty of intent, gross negligence or the breach of an essential contractual obligation. This also applies if we have participated in the development or have developed the goods according to the buyer's specifications.
- The customer undertakes to inform us at the inquiry stage, or at the latest at the time of placing the order, if the products inquired about or ordered from us are to be used in components for the following areas:
- Aeronautical Engineering
- Automotive Engineering
- Medical Technology
- Use in the following areas is generally not in accordance with the contract:
- Defense Technology
- Space Technology
- TronicPool GmbH does not accept any product liability for parts that are not used in accordance with the contract!
I. Jurisdiction and Governing Law
- The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of TronicPool GmbH. However, we are also entitled to take legal action at the customer's place of business.
- The legal relations in connection with this contract are subject to German law.
II. Binding nature of the contract
- The contract remains binding in its remaining parts even if individual provisions are legally invalid. This shall not apply if adherence to the contract would constitute unreasonable hardship for one of the parties.
- These general terms and conditions are binding for all orders of the company TronicPool GmbH from 10.3.2015.