Trygonal Group GmbH
Neue Heimat 22
Phone: +49 (0) 70 46 / 96 10-0
Fax: +49 (0) 70 46 / 96 10-33
Martin Auber, Jürgen H. Ohr
Responsible for web content
HRB Stuttgart 291027
Tax No.: 55083/17775, FA Bietigheim-Bissingen
Certified according to
IN EN ISO 9001:2015 and
DIN EN ISO 14001:2015
Sales and delivery conditions of the company Trygonal Group GmbH (11/2016)
I. Acceptance of the conditions of sale and delivery
All orders accepted by us shall be executed on the basis of these terms and conditions of sale and delivery. By placing an order or accepting the delivery, the customer expressly acknowledges these conditions. Other conditions (e.g. purchasing conditions of the customer) shall not apply even if we do not object to them. Deviations from these conditions require written agreement. The invalidity of individual provisions shall not affect the validity of the remaining provisions.
II. Offer and conclusion of contract
All contracts with our customers only become effective with our written or electronic order confirmation. Until then, our offers are subject to change without notice. Subsidiary agreements and contract amendments require our written confirmation.
III. Prices and payment
Our prices are quoted in EUR ex works without value added tax and excluding packaging and other expenses. Our invoices are due for payment no later than 30 days after their date of issue, unless expressly agreed otherwise. For payments within 14 days of the invoice date, we grant a 2% discount on the gross invoice amount (final invoice amount). A discount shall not be granted if older, due invoices are still outstanding. If due invoices are not paid, all further deliveries are immediately payable. In the event of late payment, we shall charge reasonable interest, at least 3% above the ECB discount rate. The withholding of payments or offsetting with counterclaims of the customer are not admissible unless they have been permitted by us or have been legally established.
The goods shall travel at the risk of the customer, irrespective of the place of dispatch and assumption of the shipping costs. Unless otherwise agreed in individual cases, our delivery times are not binding. Call dates and delivery schedules require our written date confirmation in individual cases.
Delivery begins with the dispatch of the order confirmation, but not before all documents, approvals and releases to be supplied by the customer have been received. The delivery period shall be deemed to have been complied with if the delivery item has left the factory or readiness for dispatch has been notified by the end of the delivery period.
All facts beyond our control, e.g. strikes and lockouts, obstructed supply of raw materials, auxiliary materials and operating supplies, official measures, operational disruptions at our premises and at those of our subcontractors, shall release us from the obligation to deliver for the duration of the obstruction or, at our option, also definitively for the part which cannot be fulfilled, without the customer being entitled to any claims against us on the basis of rescission.
In the case of orders the fulfilment of which consists of several deliveries, non-fulfilment, defective or delayed fulfilment of one delivery shall have no influence on other deliveries of the order. Partial deliveries are permissible. The quantities to be delivered may be up to 10% higher or lower. The value of the goods is calculated according to the actual quantity delivered. Returns require our prior consent in each individual case.
V. Property rights and tools
We reserve the right of ownership and copyright to cost estimates, drafts, drawings and other documents; they may only be made accessible to third parties in agreement with us. Drawings and other documents belonging to offers must be returned on request. Insofar as we have delivered items in accordance with drawings, models and samples and other documents provided by the customer, the latter shall guarantee that the industrial property rights of third parties are not infringed.
In the event of delivery of our goods abroad, including in processed form, the customer shall indemnify us against all claims by third parties based on infringements of industrial property rights. Tools for manufacturing the delivery item which are manufactured by us shall remain our property, even if the customer has assumed pro rata costs or the total costs thereof. We shall determine the duration of storage in accordance with our economic requirements.
VI. Retention of title
All delivered goods shall remain our property until all claims to which we are entitled against the customer have been satisfied. The customer may only sell, mix or combine the goods subject to retention of title within the scope of his normal business operations.
In the event of resale, the customer hereby assigns to us by way of security his future claim from the resale against his customer with all ancillary rights, without the need for a later, special declaration. If the reserved goods are resold together with other items without an individual price having been agreed for the reserved goods, the customer assigns to us with priority from the remaining claim that part of the total price claim which corresponds to the value of the reserved goods invoiced by us. We hereby accept the declaration of assignment. The customer shall process reserved goods owned by us on our behalf without any obligations arising for us as a result. We are manufacturers within the meaning of § 950 BGB (German Civil Code). If reserved goods are processed, mixed or combined with other goods not owned by us, we shall be entitled to a co-ownership share in the new item in the ratio of the invoice value of the goods delivered by us to that of the other goods in accordance with §§ 947, 948 BGB; if the customer acquires sole ownership of the new item, the contracting parties agree that the customer shall grant us co-ownership of the new item in the ratio of the invoice value of the goods delivered by us and shall keep it in safe custody for us free of charge. In the event of the sale of goods to which we are entitled to co-ownership after processing, combining or mixing, the advance assignment shall include a share of the claim to the amount of the invoice value of our processed, combined or mixed goods.
We shall be entitled to take possession of the reserved goods if the customer defaults on the fulfilment of existing claims against him arising from the business relationship. The demand for surrender or seizure does not constitute withdrawal from the contract.
Until our revocation, the customer is entitled to collect assigned claims. The right to collect shall also expire without express revocation if the customer does not fulfil his obligations towards us or falls into financial collapse, in particular if payments are suspended or composition or bankruptcy proceedings are applied for. At our request, the customer must provide us with the information on the assigned claims required for collection, submit the relevant documents and notify the debtor of the assignment.
The customer may neither pledge the reserved goods nor assign them by way of security. He must inform us immediately of any seizure, confiscation or other disposal by third parties. If the value of all securities existing for us exceeds our claims by more than 20% in total, we shall be obliged to release securities of our choice at the customer's request.
VII. Warranty and Liability
We only assume warranty and liability for our deliveries and services in accordance with the following provisions: For not inconsiderable defects, which also include the absence of warranted characteristics, we provide warranty for a period of 12 months at our discretion by rectification of defects or replacement delivery, conversion or purchase price reduction. If the repair or replacement delivery fails, if we refuse to remedy a defect or if we culpably allow a reasonable grace period of at least 14 days for repair or replacement delivery to expire without result, the customer shall have the right to rescind the contract or to reduce the purchase price. If this is necessary to prevent production stoppages or other disproportionately large damages, the customer may in the above cases remedy the defect himself or have it remedied by third parties and demand reimbursement of the necessary costs from us. In the event of repair or replacement, our expenses shall be limited to the material and shipping costs. Our information on the delivery item and service item, the intended use, etc. shall be limited to the material and shipping costs. (e.g. dimensions, weight, functional values and the like) are descriptions or markings, but not warranties of properties. We reserve the right to deviations customary in the industry, unless otherwise agreed. If we deliver on the basis of a sample, we exclusively guarantee the qualitative and dimensional properties of the sample which has been tested and approved by the customer for a special purpose. Insignificant deviations from samples, or from earlier deliveries or other information, insofar as they do not significantly impair the contractually presumed functionality, do not justify any warranty claims.
A defect for which we are responsible does not exist in the following cases in particular:
- Other use of the delivery item than contractually intended or within the scope of sampling
- Overloading e.g. due to disturbed operating conditions such as overheating, dry running, contamination etc.;
- Use of unsuitable operating materials, e.g. sealing media, lubricants, antifreeze and anti-corrosion additives etc.
- Improper handling, e.g. due to incorrect or too long storage, improper installation, etc.
- Defectiveness of the point of use, e.g. faulty counter surfaces or screwed connections
- Normal operational or production wear and tear
Our deliveries and services shall in any case be subject to the statutory inspection and complaint obligations as well as the statutory limitation periods. All further claims, in particular claims for damages of any kind and on the same soft legal grounds, including culpa in contrahendo, positive breach of contract and tort (§§ 823 et seq. BGB) against us, our legal representatives, vicarious agents and employees, beyond the provisions of the foregoing paragraph 1, shall be excluded unless liability is mandatory in cases of intent, gross negligence and the absence of warranted characteristics. This liability provision shall also apply to our verbal and written advice and advice by way of trials or in any other way; in particular, the customer shall not be exempt from testing the suitability for the intended purposes himself.
VIII. Place of performance, place of jurisdiction and applicable law
The place of performance for delivery and payment shall be our head office, unless a different place has been agreed in writing. If the customer is a registered trader, a legal entity under public law or a special fund under public law, the place of jurisdiction for all rights and obligations of the parties to the contract arising from transactions of any kind shall be the local or regional court responsible for our head office.
German law shall apply exclusively to the exclusion of the laws on the international sale of movable goods, even if the customer is domiciled abroad.
IX. Validity for non-merchants
These sales and delivery conditions apply to customers who are not businessmen in the sense of the German Commercial Code, only with the restrictions resulting from the law regulating the law of the General Terms and Conditions.
X. Business and operating conditions
Our employees and experts shall not disclose or exploit without authorisation any business and operating conditions which come to their knowledge during the performance of their duties outside the performance of the contract.
Do you have any questions?
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