Terms & Conditions
General terms and conditions of sale and delivery of Treffert GmbH & Co. KG, Bingen and Treffert S.A.S. (Ste-Marie-aux-Chênes) (last amended: – 2 July 2014)
1.1 These general terms and conditions of sale and delivery (hereinafter referred to as GTC) apply to all
agreements between Treffert GmbH & Co. KG or Treffert S.A.S. (hereinafter referred to as Treffert) and its client
concerning the sale and delivery of products in the course of business with entrepreneurs.
1.2 These GTC of Treffert apply on an exclusive basis. Any terms and conditions of the client that deviate
from or conflict with these GTC shall not be recognised unless Treffert has expressly consented to their
applicability. This also applies if Treffert performs its services without reservation whilst in the knowledge
of conflicting or deviating terms and conditions of the client.
1.3 These GTC also apply to all future transactions concerning the sale and delivery of products with the
The offers of Treffert are without obligation and, unless specified otherwise in the offer, shall only be
binding for ten days. Contracts of the client shall be accepted by issuing an order confirmation or
immediately carrying out delivery.
3.1 The delivery term shall commence upon the issuance of the order confirmation and shall be considered
adhered to if, by its expiry, the products to be delivered have left the factory of Treffert or if Treffert has
reported that they are ready to be dispatched.
3.2 The delivery term is always subject to punctual and correct delivery from the upstream suppliers of
3.3 If, for reasons for which neither Treffert nor the client is responsible, or for reasons for which the client is
either solely or predominantly responsible, the delivery should be made unreasonably difficult, the
agreed delivery term shall be extended by a period of time corresponding to the duration of the
circumstances in question.
4 Packaging and shipping
4.1 Deliveries from Treffert shall be carried out in recyclable standard packaging which will be taken back by
Treffert if returned by the client (postage costs must be borne by the client). Packaging that has been
rented out or lent to the client by Treffert must be returned to Treffert free of charge within one month of
the client receiving the delivered products. If the packaging is not returned punctually or at all and if the
client is responsible for this, it must pay Treffert compensation equal to the trade price to be paid by
Treffert for the packaging in question unless the client can prove that Treffert has actually suffered less
damage or none at all.
4.2 The risk shall transfer to the client once the goods are handed over to the carrier at the latest, even if
Treffert has paid the shipping costs.
4.3 Unless agreed otherwise, Treffert shall be free to select the packaging, delivery route and means of
transportation. The client is free to take out a goods-in-transit insurance policy.
4.4 If shipping should be delayed for reasons for which the client is responsible, the risk shall transfer to the
client upon the selection of the products to be delivered and the declaration that they are ready for
dispatch. However, on the request and at the expense of the client, Treffert shall be obliged to take out
the insurance policies requested by the client.
4.5 The client must file any complaints concerning damage sustained during transportation with the carrier
5 Prices and payment
5.1 The prices can be found in the offer generated by Treffert. With regard to subsequent orders, the prices
valid on the date of delivery and specified in the order confirmation issued by Treffert shall apply.
5.2 The prices do not include statutory VAT at the applicable rate and, unless agreed otherwise, are ex
works and include packaging.
5.3 If, after the conclusion of a contract, charges or fees for the delivery that are to be borne by Treffert and
are indicated separately in the invoice are introduced or increased, Treffert shall be entitled to alter the
total price accordingly.
5.4 Unless agreed otherwise, the net purchase price shall be due and payable upon delivery.
5.5 The acceptance of bills of exchange is subject to prior agreement and requires the bill to be
discountable. The client must pay other fees and costs in cash when it presents the bill of exchange.
5.6 If the client should default in payment, Treffert shall be entitled – regardless of other claims and rights –
to charge default interest at a rate of eight percentage points above the base rate of the European
Central Bank. Additionally, any outstanding (partial) payments shall become payable immediately. The
residual debt shall become payable even if bills of exchange have a later maturity date.
5.7 If the financial circumstances of the client should significantly worsen, Treffert shall be entitled to
demand payment in advance for any outstanding deliveries.
6 Retention of title
6.1 Treffert reserves ownership of the delivered products until all accounts receivable of Treffert against the
client under the business relationship, including the future accounts receivable from contracts concluded
simultaneously or at a later date, are paid.
6.2 The delivered products shall be processed and adapted for Treffert as the manufacturer. If the delivered
products are processed, combined or mixed with other objects not belonging to Treffert in a way that
results in Treffert losing ownership of the products, Treffert shall acquire joint ownership of the
processed, combined or mixed item at a ratio based on the invoice value of all items used to process,
combine or mix the products. The items created from the processing, combination or mixture are goods
subject to retention of title in the sense of these GTC.
6.3 The client must immediately inform Treffert in writing in the event of attachments or other third-party
interventions, make all necessary declarations and inform the third parties of the current status of
ownership. The client may not pledge the delivered products or provide them as securities.
6.4 If Treffert is rendered liable in connection with the payment of the purchase price by the client, the
retention of title, its agreed special forms and other securities agreed in order to protect the payment
shall not become null and void before the honouring of the bill of exchange by the client as the drawee.
6.5 The client is entitled to resell the delivered products as part of the normal course of business. It hereby
assigns all claims and ancillary rights arising from the resale of the products against its customers to
Treffert. This applies regardless of whether the goods subject to retention of title are resold unmodified
or after modification.
6.6 If the delivered products are resold together with other goods not belonging to Treffert, the claim of the
client against its customer shall count as assigned up to the value of the delivery price agreed between
Treffert and the client.
6.7 Even after assigning its claims, the client remains entitled to collect the accounts receivable owed by its
customers. This does not affect the right of Treffert to collect the accounts receivable itself; however,
Treffert undertakes not to collect them as long as the client duly meets its payment obligations. Treffert
can demand that the client disclose the assigned claims and debtors to it, provide all necessary
information for collecting the accounts receivable, provide the relevant documents and inform the
debtors of the assignment.
6.8 Treffert shall be obliged to release the securities held by it at the request of the client if – with
consideration for haircuts commonly applied by banks – their realisable value exceeds that of the
secured claim by more than 20%. In this regard, trade prices are to be used for goods and nominal
values are to be used for accounts receivable.
6.9 Its right to claim further damages notwithstanding, if the client should act in breach of contract,
especially by defaulting in payment, Treffert shall be entitled to set a reasonable subsequent deadline
and then, if this should expire fruitlessly, withdraw from the contract. After withdrawing from the contract,
the client shall be obliged to return the delivered products. All costs of the repossession shall be borne
by the client.
6.10 If Treffert asserts its right of withdrawal and if the delivered products are then sold on the open market or
auctioned off, the profits generated from the sale shall be offset against any outstanding accounts
receivable against the client up to the value of the agreed purchase price, regardless of any further
7.1 Treffert shall be liable under the statutory provisions to pay damages for personal injury and damage
covered by the German product liability act (ProdHaftG).
7.2 Unless provided for otherwise in a guarantee issued by Treffert, Treffert shall be liable for other damage
based on the following provisions.
7.2.1 Treffert shall be liable under the statutory provisions for damage caused by fraudulent behaviour and
damage caused by intent or gross negligence on the part of its legal representatives or executives.
7.2.2 The liability of Treffert to pay damages shall be limited to the typical foreseeable damage resulting from
an ordinarily negligent breach of material contractual obligations (alternative 1); Treffert shall also be
liable to pay compensation for damage caused by intent or gross negligence on the part of the vicarious
agents of Treffert that does not constitute a breach of material contractual obligations (alternative 2).
Material contractual obligations are duties which must be fulfilled in order that the contract can be duly
executed and on the fulfilment of which the client can normally rely.
7.2.3 With regard to alternative 1 in item 7.2.2, Treffert shall not be liable for lost profits, indirect damage,
consequential harm caused by a defect or third-party claims.
7.2.4 Otherwise, all liability of Treffert is excluded.
7.3 The client is obliged to immediately report any damage as described in these liability provisions to
Treffert or to have it examined by Treffert in order that Treffert is informed as quickly as possible and
can, if necessary, carry out damage mitigation in coordination with the client.
8 Product description and liability for defects
8.1 The general characteristics of the products to be delivered shall be based on the samples provided by
Treffert and the information in the order confirmation. Treffert is not obliged to ensure that the products
to be delivered have any further characteristics, especially their suitability for a specific purpose of the
client or customers of the client (e.g. suitability for use in fields relevant to health or other fields subject
to special legal requirements), unless specific properties and purposes have been expressly agreed in
writing. In particular, the client cannot derive such an obligation from other depictions of the products to
be delivered in publications or advertisements unless Treffert has expressly confirmed the more
extensive characteristics in writing.
8.2 When modifying the products, the client is responsible for carrying out its own inspections in order to
ensure that the products, including the finished and semi-finished products created during the
modification process, are suitable for the purposes of the client. In particular, this includes tests and
experiments on the product’s suitability for the intended type of modification with regards to its physical
parameters. In this regard, Treffert cannot make any promises in connection with characteristics or
provide any recommendations; any utterances of Treffert in this regard, including on measuring or
modification, are non-binding. Suitability for modification by the client is not a contractually required
8.3 Guarantees require the express written confirmation of the management of Treffert.
8.4 The client is obliged to immediately inspect the products upon delivery (section 377 of the German
Commercial Code (HGB)). In particular, it must carry out the incoming goods inspections defined in
coordination with Treffert and ensure that any quality assurance agreements are adhered to. The client
must immediately report any obvious defects to Treffert in writing, or within a deadline of seven calendar
days after receipt of the product; the client must report any hidden defects immediately upon discovering
8.5 If the client claims that the products are defective, the client must provide Treffert with detailed
information on the production and modification processes carried out on its premises and allow Treffert
to carry out its own examination of the causes.
8.6 Due to the particularities of the manufacturing process for the products to be delivered, order quantities
exceeding 50 kg may result in over-deliveries or under-deliveries of up to 10%; order quantities of under
50 kg may result in over-deliveries or under-deliveries of up to 20%. In the event of an under-delivery,
the client shall only be invoiced for the actual quantity delivered. Treffert shall refund any excess
8.7 Treffert shall be liable under the following provisions for ensuring that the delivered products are free
from defects at the point of the transfer of risk.
8.7.1 Treffert shall remedy defects within a reasonable period (subsequent performance). Treffert can choose
to either remedy the defect (subsequent improvement) or deliver goods free from defects (replacement
delivery). If the subsequent performance should fail, be unreasonable for the client or be rejected by
Treffert, or if, in light of the mutual interests of the parties, it is justified for any other reason, the client
shall enjoy the full statutory rights resulting from defects. However, the client shall not have a right of
withdrawal as long as the defect is negligible.
8.7.2 Treffert shall not be liable for defects caused by normal wear, external influences or improper use.
8.8 The client is obliged to take all possible and reasonable steps to minimise the damage resulting from
any defects. In particular, it must
– immediately report defects to Treffert;
– give Treffert the opportunity to examine the type and scope of the reported defect on-site by means or
analyses or in any other way;
– give Treffert the opportunity to remedy the reported defect using appropriate measures or carry out a
replacement delivery within a deadline of approximately 12 to 24 hours as of the point when Treffert
determined the type and scope of the reported defect on site.
9.1 In so far as the case does not involve fraudulent intent, the claim of the client to subsequent
performance based on
– a material defect or
– a defect of title not existing in a third-party claim for restitution resulting from ownership or any other
right in rem, shall become time-barred within 12 months as of the delivery of the products as described
in section 3.
9.2 In so far as the case does not involve intent or gross negligence, the client’s claim for damages based
– a material defect or
– a defect of title not existing in a third-party claim for restitution resulting from ownership or any other
right in rem,
– shall become time-barred within 12 months as of the delivery of the products as described in section 3.
This shall not apply if the damage in question suffered by the client is personal injury. Personal injury
claims shall become time-barred within the statutory limitation period.
9.3 In so far as they do not involve intent or gross negligence, claims of the client that are based on the
breach of a duty not connected to a defect shall become time-barred within two years as of the
emergence of the claim. This shall not apply if the damage in question suffered by the client is personal
injury. Personal injury claims shall become time-barred within the statutory limitation period.
10.1 The client shall only have a right of retention and the right to offset if its counterclaims are recognised by
final judgement, undisputed or recognised by Treffert. Additionally, the client shall only be entitled to
assert a right of retention in so far as its counterclaim is based on the same contractual relationship,
pursuant to section 273 of the German Civil Code (BGB).
10.2 These GTC and all legal relationships between Treffert and the client are subject to the law of the
Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of
Goods of 11 April 1980.
10.3 The place of jurisdiction for all disputes in connection with this agreement – as well as for summary
document-based proceedings and proceedings on bills of exchange – shall be the registered offices of
Treffert GmbH & Co.KG
In der Weide 17
phone: +49 (0)67 214 030
fax: +49 (0)67 2140 327