Unless otherwise agreed in writing, these Terms and Conditions apply to all purchases and deliveries to Purchasers, who have not signed a contract individually agreed with Trigona. These terms and conditions apply to all business transactions between Trigona and the Purchaser, even if they are not mentioned in later contract. Conflict with, supplement or deviate from these sales and delivery conditions of the Purchaser are not part of the contract, unless Trigona had agreed to their validity in writing. These Terms and Conditionsshall also apply if Trigona performs a delivery to the Purchaser having regard to its conflicting or deviating terms and conditions without reservation.
Additional or different agreements to these Conditions of Sale and Delivery shall be in writing.
Major Obligations of the Purchaser
Trigona supplies the Purchaser based on the assumption that the products are used by the Purchaser exclusively in the course of his business and not for personal use. The Purchaser buys the products of Trigona in his own name and for his own account. If the purchaser resells the products he sells in his own name and for his own account.
The Purchaser undertakes during the term of the contract to carry any tax, fringe benefits, duties, excise taxes, fees, costs and expenses incurred in connection with the purchase, import, transport, storage, use, sale or resale incurred by Trigona products by the Purchaser or is related to this.
The purchaser agrees to not make accessible to third parties offers and other information concerning the business, Trigona considered confidential.
The products of Trigona are intended solely for the purpose of laboratory research and may not be used for any other purpose, unless other arrangements between Trigona and the purchaser have been taken.
The products of Trigona may either fall under the Chemicals Prohibition Ordinance, REACH or other regulatory provisions. For compliance with the regulatory requirements for the storage, handling and use of substances acquired by Trigona the Purchaser is responsible.
The Purchaser shall not sell or make available to third parties the goods of Trigonathat are excluded by German, EU or U.S. export regulations or violate any applicable export rules.
The buyer has to inform Trigona immediately, as soon as he becomes aware of accidents or incidents to persons or propertyinvolving products of Trigona.
Quotation, order confirmation and order
Offers are not-binding and without obligation. Until the order confirmation by Trigona, which is done either by written acknowledgment or by dispatch of the products, no contract is agreed to. Any other provision is expressly excluded.
The Purchaseris bound to his order for two (2) weeks. If the contract is unilaterally canceled by the Purchaser or an order / part order will be canceled unilaterally by the Buyer, the Buyer has to replace all the costs incurred by the avoidance of the contract / cancellation to Trigona.
Product range and quality
Trigona has the right to change, to complement or to cancel the product offering without notice at any time.
The quality of the goods is defined in the offer. Other sources such as catalogs, data sheets and other documentation are approximate only and do not constitute a guarantee.
Conditions of Delivery
Trigona is entitled to provide the due of her performance in partial performance, unless the partial service is not of interest for the Purchaser and the Purchaser has expressed this in his order.
If the parties have not agreed specifically, the type of shipment by air, by train, by boat or by road will be at the discretion of Trigona.
All deliveries are made in accordance with the agreed Incoterms, which are valid at the time of order. Usually EXW applies. For EXW the risk passes to the Purchaser once the goods have been shipped from the factory.
All delivery obligations of Trigona are subject to ‘while supplies last’. Trigona may therefore withdraw from the contract if its available supply is exhausted.
Delivery periods and dates are given in the order confirmation. They are not binding, unless they are expressly designated as binding.
The delivery deadline is met if the product has left the factory until this deadline or Trigona has announced the dispatch.
In case of delayed delivery the Purchaser is entitled to cancel the contract after he has Trigona informed of the delay and a period of ten (10) working days has elapsed. Trigona is not liable for any damages claims arising out of delay in delivery.
Prices and Payment
All prices are net, plus statutory VAT to understand.
All taxes and charges of any kind which are specified by national authorities or apportioned between the business Trigona and the purchaser shall in addition be paid to the quotation or invoice price by the purchaser. Trigona is not obliged to refer to the seizures of any taxes and fees.
The price is exclusively the price stated in Trigona’s offer. The delivery price is thirty (30) days after the invoice date to pay without any deductions. This also applies to invoices for partial deliveries. Payment date shall be the date on which Trigona may dispose of the delivery price. In the event of late payment the Purchaser shall pay interest at the rate of 8% above the base rate. The assertion of further damages is not excluded.
Trigona is entitled to make the delivery after payment.
The warranty rights of the Purchaser require that he checked the delivered goods upon receipt and notifies Trigona in writing immediately, but no later than two (2) weeks after receipt in case of defects.
If goods are defective Trigona is entitled to choose whether to remedy by the removal of the defect or delivery of a defect-free product. The expenses necessary for the purpose of rectification shall be borne by Trigona, insofar as they do not increase because the goods have been transported to a place other than the delivery address. Personnel and operating costs, which the Purchaserclaims in this regard, will not be accepted by Trigona. If Trigona is not willing or able to remedy, the purchaser can withdraw from the contract. The same applies if subsequent performance fails, or the performance is unreasonable for the Purchaser or the performance is delayed beyond a reasonable periodfor reasons for which Trigona is responsible.
The limitation period for warranty claims of the Purchaser shall be twelve (12) months from the date of delivery of the goods.
The return of any goods and a corresponding credit are possible only with the written consent of Trigona. The buyer is responsible for the observance of the applicable statutory provisions governing the shipping and packaging of dangerous goods at his own expense.
Liability of Trigona
Trigona makes no warranties about the merchantability, trade qualification or fitness for a particular purpose of its products.
Trigona is liable for wilful misconduct and gross negligence. Trigona is also liable in cases where strict liability applies, especially such as cases governed by the Product Liability Act (Produkthaftungsgesetz). Trigona is not liable for economic loss of any kind, e.g.but not limited to consequential loss, lost profit, loss of confidence, production downtimes.
The liability of Trigona for all other culpable violations of material contractual obligations (obligations whose satisfaction is essential to the proper discharge of the contract and upon whose satisfaction the contracting party may consistently rely) is limited in amount to the typical and foreseeable damages regarding the contract, regardless of legal grounds. Trigona is not liable for slight negligence concerning the violation of other contractual obligations which are not material contractual obligations.
The liability of Trigona for insured risks covered by our public and products liability insurance is restricted to EUR 3 million per event of damage. Upon explicit request by the customer it is possible to increase coverage against an additional charge.
Any compelling legal liability remains unaffected.
Retention of Title
The delivered goods are property of Trigonauntil complete payment. The Purchaser is obliged to treat the goods under retention of title for the duration of the retention of title and to insure against damage to the replacement value.
In the event of default of payment of the Purchaser, Trigona is entitled, under retention of title goods without prejudice to its other rights, to take back and utilize elsewhere to satisfy their due claims against the purchaser by a timely warning. In addition, Trigona may withdraw from the contract after prior deadline. In these cases, the purchaser or his agent shall immediately grant Trigona access to the products under retention of title and to issue them.
A delay on the part of Trigonas to exercise a right or remedyshall not be construed as a waiver of that right or remedy.
Place of performance for all services of the Purchaser and of Trigona is the seat of Trigona. For the legal relationship of the Purchaser to Trigona the law of the Federal Republic of Germany applies under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from the business relationship between Trigona and the Purchaser is the seat of Trigona. Trigona is also entitled to bring an action at the seat of the Purchaser and any other admissible place of jurisdiction.
If any provision of these Terms and Conditionsbe wholly or partially invalid or missing, then the validity of the remaining provisions shall not be affected.