These general terms and conditions of trade which the customer accepts apply exclusively for all agreements to be formed with tri d’Aix GmbH even if the customer uses terms and conditions of purchase or delivery for an order or delivery on the part of the same which conflict with these general terms and conditions of trade. This applies even if tri d’Aix has not explicitly objected.
- Order placement
Our offers are non-binding and with no obligation. An obligation to deliver is established only by acceptance of the individual order and only for the same. The order confirmation and invoice are issued with one document.
All prices are non-binding. Unless otherwise agreed they are understood to be free to the address of the recipient and exclusive of respective statutory value added tax.
- Creditworthiness of the buyer, withdrawal
If significant negative circumstances arise for the seller after formation of the agreement in respect of the creditworthiness of the buyer then the seller is entitled to request reasonable security for the delivery. If the buyer does not comply with this request then the seller is entitled to withdraw from the agreement. This right also applies for the seller in the case of imminent danger without having previously sought the provision of adequate securities.
- Delivery and delay
The minimum value per delivery is € 500.00. The value basis is the list price from our current wholesale price list minus any discount granted. The current prices on the day of delivery apply. Delivery is free unless otherwise agreed. If tri d’Aix falls entirely or partially into default with the delivery then the customer may set tri d’Aix a reasonable grace period of at least 15 days with a declaration that the customer will refuse acceptance of the service after expiry of the period. If tri d’Aix does not fulfil the delivery obligation even within the grace period then the same is entitled to withdraw from the agreement. Further claims particularly for damage compensation are excluded unless there is intentional conduct.
Force majeure, unforeseeable events, delivery delays due to absence of raw and auxiliary materials, coincidental impracticability due to strike, work stoppages and similar are not the fault of tri d’Aix.
If the buyer requests delivery that differs from the usual shipping method then the additional costs associated with this shall be at the expense of the same.
- Acceptance of the goods
Goods from deliveries that have been made properly cannot be returned. The buyer must cover the shipping and carriage costs or postage and delivery costs for a return that is approved by the seller in an exceptional case.
- Terms and conditions of payment
Please refer to the information on the front of the order/invoice for the terms and conditions of payment.
Cheques or drafts are accepted only on account of payment. Cheques are valid in payment only after they have been credited, drafts only after redemption on the expiry date; drafts are accepted only by prior arrangement. All discount charges are at the expense of the buyer. In the case of payment not made on time the seller is entitled from the due date onwards and without reminder to charge interest at the normal banking interest rate for overdrafts plus statutory value added tax. The right to further compensation for damages is reserved. If the right is granted to pay in instalments then the respective remaining balance becomes due immediately if the buyer is entirely or partially in arrears with an instalment for longer than one week. The same applies if the buyer has given several drafts and one draft is disputed. In this case all drafts due subsequently become due immediately. Nobody is entitled to accept money for our account without our explicit collection authorisation.
- Claims for defects
Notices of defects can be recognised only if they are given in textual form immediately and no later than within 8 days after receipt of the goods. The nature and scope of the defects and the number of the invoice must be specified here. In the case of a justified notice of defects the seller is obliged only to make deliveries of defect-free goods one-to-one against return of the rejected goods. An entitlement to damage compensation or a right to withdraw from the agreement is excluded. If the replacement fails then the buyer may withdraw from the agreement.
- Retention of title
All goods supplied remain the property of the seller until settlement of all debts of the seller regardless of the legal grounds and particularly also until redemption of all cheques or drafts given in payment by the buyer even if payments are made for specifically designated debts.
The buyer is permitted to sell the goods only in the ordinary course of business under the normal terms and conditions of trade of the same as long as the buyer properly fulfils the obligations of the same to the purchaser. Sales as part of a sale of the entire business or leasing are not considered to be a sale in the ordinary course of business and require the consent of the seller.
If the product is combined, mixed or processed with other items then this is done on behalf of the seller without obligations being established for the same as a result.
In the case of combination, mixing or processing of the seller’s product with other items the seller acquires joint ownership of the resulting or new item in the proportion arising from the ratio of value of the product supplied by the seller to value of the new item.
In the case of resale the buyer now already assigns to the seller the purchase price debt against the purchaser that arises from the resale.
The assignment of the debt should provisionally be tacit i.e. not disclosed to the purchasers. The buyer is authorised to collect the debt until further notice. However the buyer is not authorised to hold debts by other means e.g. through assignment. The seller has the right to revoke the collection authorisation and to collect the debt directly. However the seller will refrain from doing this as long as the buyer properly fulfils the payment obligations of the same. On request by the seller the buyer must inform the purchaser of the assignment. Furthermore the buyer is obliged on request to give the seller the names of the purchasers and the sum of the assigned debts and to provide the seller with all such information as is required for assertion of the assigned debts. The seller is obliged on request by the buyer to release at the selection of the seller the securities to which there is an entitlement in accordance with the aforementioned provisions to the extent to which their value exceeds the debt to be secured by more than 25 %.
The buyer is obliged to inform the seller immediately in textual form of distraints of the goods and/or assigned debts by third parties or of other claims that third parties make with respect to the goods. In the case of distraints the seller must be sent a copy of the distraint protocol and an affidavit indicating that the retention of title agreed in the present provisions remains in place and that the distrained goods belong to those that are subject to the retention of title agreed here; if debts are distrained then an affidavit must be sworn that these are debts that have arisen from the sale of the retained goods.
The buyer is obliged on request to provide the seller with information at any time about the whereabouts of the goods supplied under retention of title and about the debts incurred from the resale. The seller may demand surrender of the goods supplied under retention of title if the buyer fails to fulfil the obligations from the purchase agreement and particularly if the same does not pay in accordance with the agreement or if the same becomes insolvent. All costs incurred as a result of this shall be at the expense of the buyer.
- Place of performance
The place of performance for the mutual obligations is Aachen – registered office of the company.
- Place of jurisdiction
The parties agree Aachen – registered office of the company – as the competent local court for any disputes arising from the contractual relationship. This agreement also applies for cheques and drafts.
- Data processing
The supplying company is entitled to store, process and transmit data from the transaction of goods and payments with the customer.
Should one of the aforementioned agreements entirely or partially lack legal validity then this should not affect the validity of the remaining provisions. The invalid provision should rather be reinterpreted in such a way or replaced with such a provision as achieves the purpose of the invalid provision in a permissible way.