TRINOVA Handel & Marketing AG
Phone: +41 55 450 60 66
Telefax: +41 55 450 60 66
Registered in the Commercial Register:
Register-Nr: HRB CH-020.3.002.739-1
Court: Handelsregister des Kantons Schwyz
Professional liability insurance:
AXA Winterthur Versicherung
disclaimer of liability
The content of this website has been created with the greatest care, to the best of our knowledge and belief. As the provider of this website, we assume no liability for the completeness, accuracy, timeliness or reliability of the content provided. We make the contents available on the website. We accept no liability for the usability of the contents. Contents with authors named by name are the opinion of the author, but not necessarily the opinion of the provider.
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Data protection and data security
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Responsibility for links
The website contains links to Internet pages of third parties, so-called external links. At the time of linking, the respective website was checked for compatibility with German law. No violations of applicable law were found. The linked websites are contents of third parties for which we are not responsible; we expressly cannot check the legality of the linked websites on a regular basis. If we receive positive knowledge of illegal content on linked websites, we will remove the links immediately.
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF TRINOVA, HANDEL & MARKETING AG
1. SCOPE OF APPLICATION
Our General Terms and Conditions of Sale and Delivery (hereinafter referred to as "Terms") in their current version at the time of conclusion of the contract shall apply exclusively to all current and future business transactions and deliveries to our customers, without the need for them to be resent or referred to again. The buyer is only entitled to the claims expressly stated in these conditions. All other claims of the buyer, on whatever legal grounds, are excluded. With the first order or the first acceptance of the delivery, the buyer acknowledges our conditions and waives his own contradictory general terms and conditions, even if these are mentioned in later documents such as offers, invoices and delivery notes. Deviating, conflicting or supplementary general terms and conditions of the buyer shall not apply, even if we are aware of them, unless we have expressly agreed to their validity in writing. In addition, the current version of the Incoterms rules (link: // en.wikipedia.org/wiki/Incoterms) is applicable at the time the contract is concluded.
2. OFFERS / PRICES / TERMS OF PAYMENT
2.1 If sales contracts are concluded verbally, they shall apply subject to the written order confirmation. Our written order confirmation is binding for both parties. Verbal agreements and subsidiary agreements require our written confirmation. Our offers are subject to change without notice with regard to price, quantity, quality, delivery time and availability.
2.2 Each conclusion of a contract and each delivery shall be subject to our suppliers supplying us in good time and free of defects. In the event of the risk of late or defective delivery by our suppliers, we shall be entitled to enter into comparable hedging transactions without being obliged to pay damages or to withdraw from the contract in whole or in part.
2.3 Our price composition (e.g. net prices/gross prices/extras such as freight, insurance, export, transit, import taxes, duties, fees, approvals) can be found in the offer/order confirmation and additionally in the current Incoterms rules. We reserve the right to adjust prices if increases in incidental costs (e.g. freight costs, insurance, taxes, duties) have occurred between the time of the offer and the contractual fulfilment.
2.4 Unless otherwise agreed in writing, our invoices must be paid within 30 days of the invoice date, without discount and without further deductions.
2.5 If the buyer does not comply with the agreed terms of payment, he shall be in default of payment without the need for a reminder. During the period of default, interest of 5% shall be charged on our claim. We reserve the right to claim further damages. If there are several claims against the buyer, we are entitled to offset payments against the invoice amount.
on the individual receivables. If the buyer is in default with a claim, we are entitled to immediately, without special notice, to refuse all further deliveries until the customer has performed in advance.
2.6 The buyer is only entitled to a right of retention on the basis of a counterclaim on the basis of claims from the same contractual relationship and only if this is undisputed, recognised by us or legally binding. The assignment of rights of the buyer requires our express consent.
3. DELIVERY / PERFORMANCE
3.1 Provision and delivery periods announced by us are only binding if they have been confirmed in writing.
3.2 The place and time of provision / delivery of the goods shall be determined from the offer / order confirmation. If the goods are not collected or accepted in time, we are entitled to store the goods at the buyer's expense.
3.3 If we have to make goods available or deliver them on call and if the partial quantities to be delivered are not called off or divided by the customer on time, we are entitled, after fruitless grace period of 5 days, to divide them up ourselves and to make the goods available or, in the case of a delivery obligation, to deliver them. We have the right to refuse performance of the contract and to claim damages for non-performance instead.
3.4 If we are obliged to deliver, premature and partial deliveries are permissible. The delivery modalities/terms of delivery can be found in the offer/order confirmation.
3.5 With regard to transfer of risk/transfer of risk and delivery conditions not regulated in the offer/order confirmation, reference is made to the corresponding Incoterms rules.
3.6 In the event of natural disasters, strikes, power failures, traffic jams, fire, theft, official delivery blocks or bans on the purchase of products, etc. for which we are not responsible, the period for provision and delivery of the goods shall be extended by the period of the delay plus an appropriate additional organisation time. The same applies if a corresponding event occurs at our subcontractor.
3.7 The buyer can only withdraw from the contract in the case of provision and delivery periods agreed in writing if these have been exceeded and a grace period of 10 days has expired unsuccessfully. In this case, the buyer is only entitled to assert default damages and only if we are responsible for the default due to gross negligence or intent. The buyer has no further claims for damages. In accordance with Art. 101 para. 2 CO, liability for auxiliaries is excluded in its entirety.
3.8 In the case of contracts concluded over a longer period of time, each delivery shall be treated as an independent contract. Defective or late delivery has no influence on the remaining outstanding deliveries.
4. WARRANTY / CONTROL OF GOODS / NOTICE OF DEFECTS
4.1 Immediately after acceptance of the goods delivery, the buyer must take suitable measures to check the goods for recognizable defects. Any recognisable defects / non-conformities must be reported immediately and noted on the freight documents. Transport damage must be documented photographically. In the case of frozen goods, the buyer must take representative samples. The goods shall be thawed at random and inspected for defects in thawed condition. We must be notified of defects within 24 hours. Within 5 days after acceptance of the goods, the buyer must check the goods in detail for hidden defects and also report any defects / non-conformities within this period. Insignificant deviations of the goods from the current specification do not constitute a defect of the goods as a whole or in parts.
4.2 The complaint must contain the exact description of the defect and the facts which show that the delivered and rejected goods are identical.
4.3 If the Buyer fails to notify the aforementioned period for non-conformities, the respective delivery of the product shall be deemed approved.
4.4 The mixing, further processing and resale of goods in which defects have been detected or could have been detected with the utmost care or which have not been thoroughly checked for hidden defects shall be at the sole risk of the purchaser. We are not liable for damage caused to the buyer by mixing, processing or sale.
4.5 Even in the event of a notification of defects, the buyer is obliged to meet his payment obligations and deadlines to us in accordance with the contract. A right to refuse performance pursuant to Art. 82 CO is excluded.
4.6 Warranty claims including claims for damages due to non-conformities expire at the latest within 3 months from acceptance. If the minimum storage life of the goods is less than 3 months, warranty claims become statute-barred upon expiry of the minimum storage life.
4.7 We shall remedy defects in the goods by repair or replacement, at our discretion. The buyer grants us a reasonable period of at least 60 days to rectify the defect. Should we have not or not successfully remedied the defect within this period, the buyer can only demand a reduction. The buyer is only entitled to a claim for damages if we were aware of the defect / the non-conformity at the time of the transfer of risk.
5. RETENTION OF TITLE / RIGHTS OF TRINOVA, HANDEL & MARKETING AG
5.1 All goods delivered by us remain our property until all present, conditional or future claims arising from the current business relationship with the purchaser have been settled. This also applies if individual or all claims are included by us in a current account and the balance has been struck.
5.2 The buyer is entitled to resell and further process goods delivered to him in the ordinary course of business as long as he is not in default of payment to us. In the event of a further sale, the buyer is obliged to resell the goods delivered to him under retention of title only under retention of title if the goods are not paid for immediately by the third party buyer.
5.3 Any breach of contract by the purchaser entitles us to withdraw from the contract without prior reminder and setting a deadline and to assert any claims for damages and to demand the return of the goods.
5.4 The purchaser hereby assigns to us all claims, including securities and rights arising from the resale to the third party purchaser.
All non-obvious commercial and/or product-specific details which become known to the buyer through the business relationship with us are to be treated confidentially by him. The obligation to maintain confidentiality shall continue for a period of one year after termination of the contract.
7. LEGAL CASE / PLACE OF PERFORMANCE / PLACE OF JURISDICTION / ANCILLARY PROVISIONS
7.1 Swiss law shall apply exclusively to all business relations between the purchaser and us, including future business relations, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
7.2 The exclusive place of jurisdiction for all disputes is our registered office in Wangen SZ. However, we are entitled to sue the buyer at his general place of jurisdiction.
7.3 Should one of these provisions be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties are obliged to replace an invalid or unenforceable provision by a valid or enforceable provision that comes as close as possible to the economic result of the relevant provision.
7.4 All contractual agreements must be in writing to be effective. The same applies to any deviation from the requirement of written form.
*Trinova Handel&Marketing AG is not liable for the correct translation of the GTC. For business transactions, the German language edition applies.
Wangen SZ, 17.4.2012