General Terms and Conditions

General Terms and Conditions (GTC)

  1. Scope
  • The legal relationship between Truion GmbH and its Customer shall be governed by the following contractual terms and conditions.
  • The validity of deviating, conflicting or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that Truion GmbH has expressly consented to their validity in writing. This consent requirement shall apply in any case, even if the Customer refers to its general terms and conditions within the scope of the order and Truion GmbH does not expressly object to the validity of the Customer’s general terms and conditions and/or provides services without objection.
  • Unless otherwise agreed, the terms and conditions that are in effect at the time of the Customer’s order, or the latest version provided to the Customer in written form, shall apply. Furthermore, these terms and conditions shall serve as a framework agreement for future contracts of a similar nature, eliminating the need for Truion GmbH to repeat them for each instance.
  1. Offer and order placement
  • The offers of Truion GmbH are subject to change.
  • The offer and the order placement can be made verbally or in writing. Truion GmbH shall not be liable for any errors that may occur when placing an order verbally.
  1. Delivery time and shipment of goods
  • Truion GmbH shall process and deliver orders as quickly as possible after receipt. Partial deliveries are permissible and shall be considered an independent transaction. Special requests from the Customer will be considered whenever possible. The resulting additional costs will be invoiced to the Customer.
  • If the Customer asks for the goods to be shipped, the Customer is responsible for any accidental loss or damage to the goods once they are sent, at the latest when they leave the factory/warehouse. This applies regardless of where the goods are shipped from or who pays for the shipping.
  1. Prices and payment
  • Unless agreed to otherwise in writing, prices do not include shipping and are subject to VAT.
  • The costs of shipping will be invoiced separately.
  • The payment of the purchase price must be made exclusively to the account stated in the invoice.
  • Terms of payment are 30 days from date of invoice without deductions. The deduction of cash discount is only permissible with a written special agreement.
  • If the Customer is in payment default, default interest at a rate of 9% above the respective base interest rate of the European Central Bank pursuant to Section 288 (2) of the German Civil Code (BGB) is to be paid. The Customer is responsible for covering any reminder and collection costs. Truion GmbH reserves the right to claim higher damages for default upon providing corresponding evidence.
  1. Warranty and limitation period
  • The rights of the Customer in case of defects in quality and title (including incorrect and incomplete deliveries as well as defective instructions) are governed by the statutory provisions, unless otherwise specified below. The statutory provisions on consumer sales (Sections 474 et seq. BGB) and the rights of the Customer arising from separately provided warranties remain unaffected in all cases.
  • The basis for the liability for defects by Truion GmbH is based primarily on the agreement reached regarding the characteristics and intended use of the goods (including accessories and instructions). All product descriptions and manufacturer’s specifications regarding the goods that are the subject of the contract shall be deemed to be agreements on the characteristics in this sense. If no characteristics have been agreed upon, it shall be determined in accordance with the statutory regulations whether there is a defect or not (Section 434 (3) BGB).
  • Truion GmbH is not liable in principle for defects that the Customer is aware of or negligently fails to recognize at the time of the conclusion of the contract (Section 442 BGB). Furthermore, the Customer’s claims for defects require that the Customer has fulfilled its statutory obligations to inspect and give notice (Sections 377, 381 HGB). If a defect becomes apparent upon delivery, inspection, or at any later point, Truion GmbH must be notified immediately in writing. In any case, obvious defects must be reported in writing within 5 working days from delivery, and defects that are not detectable upon inspection must be reported within the same period from their discovery, specifying the invoice date and number, as well as the batch number. The batch number is indicated on the labels of the delivered goods. An extension of the aforementioned period until the time of consumption of the goods is permissible if any existing defects can only be detected at the time of use. If the Customer fails to conduct a proper inspection and/or report a defect, our liability for the non-existent or not timely or not properly reported defect shall be excluded in accordance with the statutory provisions.
  • If the delivered goods are defective, Truion GmbH may choose whether to remedy the defect (rectification) or to deliver goods free from defects (replacement) as the form of subsequent remediation. If the type of subsequent remediation chosen by Truion GmbH is unreasonable for the Customer in individual cases, the Customer may reject it. The right of Truion GmbH to refuse subsequent remediation under the statutory requirements remains unaffected.
  • Truion GmbH is entitled to make the subsequent remediation conditional on the Customer paying the purchase price due. However, the Customer is entitled to withhold a reasonable proportion of the purchase price in relation to the defect.
  • The Customer shall provide Truion GmbH with the necessary time and opportunity for the subsequent remediation, in particular by handing over the disputed goods for examination purposes. In the case of remediation by replacement, the Customer must return the defective goods to Truion GmbH in accordance with the statutory requirements upon request; the Customer does not have a claim for return.
  • The expenses required for examination and subsequent remediation, in particular transport, travel, labor, and material costs, shall be borne or reimbursed by Truion GmbH in accordance with the statutory requirements and these terms and conditions provided there is actually a defect. Otherwise, if the Customer knew or could have recognized that there is no defect, Truion GmbH can demand reimbursement from the Customer for the costs incurred from the unjustified request for defect remediation.
  • If a reasonable deadline set by the Customer for subsequent remediation has expired without success or is superfluous under the statutory requirements, the Customer may, according to the statutory requirements, withdraw from the purchase contract or reduce the purchase price. However, in the case of an insignificant defect, the right to withdraw is not applicable.
  • Claims of the Customer for reimbursement of expenses according to Section 445a (1) BGB are excluded, unless the last contract in the supply chain is a consumer good purchase (Sections 478 and 474 BGB). Claims of the Customer for damages or reimbursement of futile expenses (Section 284 BGB) also exist in case of defects of the goods only in accordance with the provisions found in Article 6 of these terms and conditions.
  • Deviating from Section 438 (1) No. 3 BGB, the general limitation period for claims arising from defects in quality and title is one year from delivery.
  1. Limitation of liability
  • Subject to the further provisions of this Article 6, Truion GmbH shall only be liable if and to the extent that Truion GmbH, its legal representatives, executive employees, employees, or other agents act with intent or gross negligence. However, in the event of default by Truion GmbH or impossibility of performance attributable to Truion GmbH, as well as in the event of a breach of essential contractual obligations (so-called cardinal obligations), Truion GmbH shall be liable for any own culpable conduct or that of its legal representatives, executive employees, employees, or other agents. Essential contractual obligations are those obligations abstractly referred to as obligations whose fulfilment enables the proper performance of the contract in the first place and on which the Customer may regularly rely.
  • Except in cases of intent or gross negligence on the part of Truion GmbH, its legal representatives, executive employees, employees, or other agents, the liability of Truion GmbH shall be limited in amount to the damages typically foreseeable at the time of conclusion of the contract.
  • The products of Truion GmbH are intended for use by medical professionals in a medical-diagnostic laboratory environment. Truion GmbH shall not be liable for damages that may arise from improper handling of the products by the Customer.
  • The liability exclusions and limitations set forth in Sections 6.1 to 6.3 shall not apply in the event of the assumption of explicit warranties, claims for lack of guaranteed properties, and for damages resulting from the violation of life, body, or health, as well as in cases of mandatory statutory regulations. The liability limitations set forth in Section 6.2 shall also not apply in the event of default by Truion GmbH for claims for default interest, the lump sum for default damages in accordance with Section 288 (5) BGB, as well as for compensation for damages resulting from costs incurred in legal action.
  • Claims under the German Product Liability Act (ProdHaftG) remain unaffected by the provisions of this Article 6.
  1. Place of performance, place of jurisdiction and applicable law
  • The place of performance and the place of jurisdiction is Münster, Germany.
  • These general terms and conditions are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  • If any provision of these general terms and conditions or any provision included hereafter is or becomes wholly or partially invalid or unenforceable, or later loses its legal validity or enforceability, the validity of the remaining provisions of these general terms and conditions shall not be affected. The same applies if it is determined that these general terms and conditions contain a regulatory gap. In place of the invalid or unenforceable provisions or regulatory gap, a reasonable provision shall apply that, to the extent legally possible, comes closest to what the parties intended or would have intended according to the purpose and meaning of these general terms and conditions, provided they had considered this point at the time of concluding these general terms and conditions or at the later inclusion of the respective provision. The parties are aware of the case-law of the German Federal Court of Justice, according to which a severability clause only reverses the burden of proof. However, it is the express intention of the parties to maintain the effectiveness of the remaining contractual provisions under all circumstances and thus to waive Section 139 of the German Civil Code (BGB) in its entirety.

Muenster, 12.06.2023