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TRAMONDI GERMANY e.K.
Lindauer Straße 108/1 | 88046 Friedrichshafen | Germany
CEO: Werner Mucha
Court of Registry: District Court Tettnang
Company registration number: HR 1091
Value-added tax identification number according to § 27 a Value Added Tax Act: DE 145398441
Tax number: 6117804806
General Terms and Conditions of Tramondi Germany e.K., Lindauer Straße 108/1, 88046 Friedrichshafen, Germany
01. Application
(1) All deliveries, services and offers are made exclusively on the basis of these General Terms and Conditions, which are integral parts of all contracts entered into between Tramondi Germany e.K. (hereinafter: TRAMONDI) and its Customers for the products and services offered by TRAMONDI. They also apply to all future deliveries, services or offers even if they are not again separately agreed upon.
(2) Any terms and conditions of purchase/business of the Customer deviating from these “General Terms and Conditions" are hereby expressly objected to. Even if TRAMONDI makes reference to any communication containing or referring to terms and conditions of purchase/business of the Customer, this does not constitute any consent to such terms and conditions.
(3) Customers within the meaning of these General Terms and Conditions are natural and legal persons or any partnership with legal capacity which upon conclusion of the legal transactions acts in exercising its commercial and/or independent professional activities.
02. Offer and conclusion of contract
(1) The written or text-form purchase contract/contract for works and services, including these General Terms and Conditions, shall be solely authoritative for the legal relationship between TRAMONDI and the Customer. TRAMONDI may accept orders and/or assignments within 14 days of receipts. To be legally valid, the acceptance of contract requires an order confirmation by TRAMONDI in written form and/or text form. This also applies to all side agreements, whether direct or made by a representative. Oral commitments by TRAMONDI prior to the conclusion of this contract are not legally binding, and oral agreements between the parties are superseded by the written contract.
(2) Amendments and changes to the agreement require written form/text form to be valid.
(3) If the Customer orders goods electronically, the text of the contract is stored by TRAMONDI and sent to the Customer by email upon request, together with the present General Terms and Conditions.
03. Prices
The prices apply to the scope of services and deliveries specified in the order confirmation. Any additional or special services are charged separately. The prices are net prices in EUR ex works, plus statutory value added tax and plus packaging costs. The dispatch expenses and, if applicable for export deliveries, customs duties, as well as fees and other public charges are furthermore added to the prices.
04. Dispatch/passing of risk
(1) Unless otherwise provided for, the mode of dispatch is at our discretion, without responsibility for choosing the cheapest shipment/transportation.
(2) The risk passes to the Customer at the latest upon handover of the goods to the forwarding agent, carrier, or other third party instructed to perform shipment. This also applies to partial deliveries, or if TRAMONDI has taken on other services as well. If dispatch or delivery are delayed due to circumstances attributable to the Customer, then the risk shall pass to the Customer as from the date on which the goods are ready for dispatch and TRAMONDI has notified the Customer accordingly.
05. Deviations
Any particulars given by TRAMONDI on the goods or services (e.g. weights, measurements, utility values, resilience, tolerance values and technical specifications) and our depictions thereof (e.g. drawings/images) are only roughly decisive, unless the suitability for the contractual purpose requires exact conformity. They are no guaranteed statements on quality, but descriptions or designations of the delivery or service. Any customary deviations and deviations caused by statutory provisions or based on technical improvements as well as replacement of components by parts of equal quality shall be permitted, provided always that the suitability for the contractual purpose is not impaired.
06. Payment
(1) Our invoices are due for payment in cash, without any deduction, immediately upon receipt. In case of default, i.e. non-payment within 30 days of maturity, default interest is charged in the statutory amount of 5% p.a. The assertion of higher interest and further damage in case of default shall remain unaffected.
(2) The set-off against counterclaims of the Customer or withholding of payments due to such claims is permissible only if the counterclaims are undisputed or have been established by final and non-appealable judgement.
07. Retention of title
(1) The delivered goods remain our property until receipt of full payment of all current and future claims under the delivery relationship between the Customer and TRAMONDI with regard to any goods of TRAMONDI.
(2) The Customer is entitled to sell the retained goods within the course of ordinary business, until occurrence of the event of realisation. However, the Customer is not permitted any pledging or assignment by way of security.
(3) In the event of resale of the goods sold subject to retention of title, the Customer already here and now assigns to TRAMONDI as collateral the claims arising therefrom against the purchaser of the Customer. This analogously applies to other claims replacing the retained goods or otherwise arising with regard to the retained goods, such as, for example, insurance claims or claims from tort in case of loss or destruction. TRAMONDI accepts such assignment. The Customer shall until revocation by TRAMONDI remain entitled and authorised to directly collect the claims assigned to us as collateral in its own name when due. TRAMONDI may revoke this authorisation only in the event of realisation. After revocation of the direct collection authorisation, the Customer shall provide us with details on the assigned claims required for collection, and inform the obligor of the assignment.
(4) Any treatment or processing of the goods by the Customer is done in the name and for the account of TRAMONDI as the manufacturer, and TRAMONDI acquires either direct ownership or - if the processing includes materials of several owners, or the value of the processed goods is higher than the value of the retained goods - the co-ownership (fractional ownership) to the newly created goods, in proportion of the value of the retained goods to the value of the newly created item. In the event of combining, mixing or mingling of the retained goods with other products to a unified item, and if any of the other items is to be seen as the main item, then TRAMONDI, to the extent that the main item is owned by us, transfers the proportionate co-ownership to the unified item, in the proportion as mentioned in sentence 1.
(5) If third parties take possession of the retained goods, in particular through seizure, the Customer shall without undue delay point out the ownership of the retained goods, and shall inform TRAMONDI of the execution measures of third parties in respect of the goods in order to enable TRAMONDI to enforce its rights of ownership.
(6) If the collateral to which we are entitled under the foregoing provisions exceeds the claims to be secured by 20%, TRAMONDI shall upon request of the Customer and at our choice release the retained goods and the items or claims replacing them.
(7) If in the event of any breach of contract on the part of the Customer – in particular in the event of default in payment – TRAMONDI withdraws from the contract (event of realisation), TRAMONDI shall be entitled to request surrender of the retained goods.
08. Delivery date and delay
(1) The delivery date is stated according to our best knowledge but without guarantee, and always applies only roughly, unless a fixed date is expressly agreed. Any delivery periods agreed commence upon the day of dispatch of our order confirmation, but not before all details of order execution have been clarified. Delivery periods are deemed to have been complied with if the goods have been handed over to the forwarding agent, carrier, or other third party instructed to perform transportation at the agreed time.
(2) In the event of delay in delivery, the Customer must fix a reasonable additional period, with threat of rejection. The additional period must be at least 15 working days. After unsuccessful expiry of the additional period, the Customer may assert its right to withdraw from the contract or claim damages only for the non-performed part of the contract. The Customer may neither in the case of partial delay nor in delay regarding the entire contract invoke loss of interest. In case of delay, or if TRAMONDI for any legal reason whatsoever is not able to deliver, the liability of TRAMONDI for damages shall be limited according to clause 11 of these General Terms and Conditions.
09. Denial of performance, reservation of withdrawal
In the event of material deterioration of the financial situation of the Customer, which occurs after the conclusion of the contract or becomes known to us only then due to concrete information as common in the trade, we shall be entitled to deny performance and request that the Customer removes any threat to the purpose of the contract by provision of sufficient collateral. If the Customer does not comply with the request for provision of collateral within a reasonable period of time, we shall be entitled to withdraw from the contract.
10. Warranty
(1) Warranty is granted for one year of the date of delivery or, insofar as acceptance is required, of the date of acceptance.
(2) In the event of defects of quality of the goods, TRAMONDI shall at our own choice first be entitled and obliged to subsequent performance or replacement delivery within a reasonable period of time.
(3) Customers must notify us in writing of any obvious defects, or defects noticeable upon careful examination without undue delay within seven working days of receipt of the goods, or otherwise within seven working days of detection of the defect; otherwise, the assertion of a warranty claim shall be excluded and the goods will be deemed accepted. For observance of the time limit, it shall suffice that the notice of defect be sent in time. The Customer bears full burden of proof for all claim requirements, in particular for the existence of the defect itself, the date of ascertainment of the defect, and the timely notification of the defect.
(4) The warranty does not apply if the Customer without agreement by TRAMONDI changes the goods or have them changed by any third party, and the remedy of the defects is thereby impossible or intolerably impeded. In any case, the Customer shall bear the additional costs of the remedy of defects incurred due to the change.
11. Exclusion of liability
Irrespective of the cause in law, liability is limited to damage caused by TRAMONDI or its vicarious agents by wilful conduct or gross negligence, or in caused by slightly negligent breach of the duties essential for compliance with the purpose of the contract. In cases of slight negligence, the liability of TRAMONDI shall be limited to the typical damage occurring in comparable transactions of this kind, which was foreseeable upon conclusion of the Agreement or at the latest upon violation of the obligation. Expressly exempt therefrom are product liability claims and liability consequences relating to injuries of body and health.
12. Final Provisions
(1) Place of jurisdiction for any disputes arising from the business relationships between TRAMONDI and the Customer shall, at the choice of TRAMONDI, either be Tettnang/Ravensburg or the registered office of the Customer. For legal actions against TRAMONDI, Tettnang/Ravensburg shall be the exclusive place of jurisdiction. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected.
(2) The relationships between TRAMONDI and the Customer are exclusively subject to the laws of the Federal Republic of Germany. The UN Convention on the International Sale of Goods of 11 April 1980 (CISG) does not apply.
(3) Should individual provisions of the contract with the Customer, including these General Terms and Conditions, be or become invalid as a whole or in part, the validity of the remaining provisions shall remain unaffected thereby. The wholly or partially invalid provision shall be replaced by a provision which as far as possible approximates the economic result of the invalid provision.
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