TRIWES Industrieprodukte GmbH Eiselauer Weg 4 89081 Ulm, Germany
General Terms and Conditions of Delivery, Payment and Warranty (Status: 01/2026)
These conditions apply to all contracts, deliveries and services between TRIWES GmbH (hereinafter “Seller”) and its commercial customers (hereinafter “Buyer”), provided they are entrepreneurs as defined in § 14 BGB (German Civil Code), legal entities under public law or special funds under public law. These conditions apply exclusively to deliveries of goods.
1. Scope and Conclusion of Contract
1.1 These General Terms and Conditions (GTC) apply to all contracts, deliveries and other services between the Seller and the Buyer, provided the Buyer is an entrepreneur as defined in § 14 BGB, a legal entity under public law or a special fund under public law.
1.2 Deviating, conflicting or supplementary general terms and conditions of the Buyer are hereby rejected. They shall only become part of the contract if the Seller expressly agrees to their validity in text form (e.g. email).
1.3 The Seller's offers are non-binding and subject to change. A contract is only concluded upon a written or electronic order confirmation or upon execution of the delivery.
2. Prices and Terms of Payment
2.1 Prices are ex works (EXW Incoterms® 2020), excluding packaging, transport, insurance and other ancillary costs, plus the applicable statutory VAT, unless otherwise agreed.
2.2 If more than four months elapse between conclusion of the contract and delivery and significant cost factors (in particular material, raw material, energy, transport or labour costs) demonstrably change considerably, the Seller is entitled to adjust the price appropriately to the extent of the cost change. If the price adjustment exceeds 10%, the Buyer is entitled to withdraw from the contract within 14 days of notification of the price adjustment.
2.3 Payments are due net within 30 days of the invoice date without deduction. Deviating terms of payment (in particular cash discounts, instalments or extended payment periods) require the Seller's express consent in text form (e.g. email).
2.4 In the event of late payment, statutory default interest pursuant to § 288 (2) BGB (9 percentage points above the base interest rate) shall apply. The Seller is entitled to claim the default lump sum of EUR 40.00 pursuant to § 288 (5) BGB. The right to claim further damages remains reserved.
2.5 The Buyer is only entitled to set off undisputed or legally established counterclaims. The Buyer may only exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.
3. Delivery, Delivery Time and Transfer of Risk
3.1 Delivery dates are only binding if they have been expressly confirmed as binding by the Seller. Compliance with delivery periods requires the Buyer to fulfil its contractual obligations in good time.
3.2 Partial deliveries are permissible insofar as they are reasonable for the Buyer and can be used for the contractual purpose. Partial deliveries may be invoiced separately.
3.3 The risk of accidental loss or accidental deterioration passes to the Buyer upon handover to the freight forwarder, carrier or other persons designated to carry out the shipment. This also applies to carriage-paid deliveries.
4. Force Majeure / Obstacles to Delivery
4.1 Events of force majeure and other unforeseeable, unavoidable events beyond the Seller's control (e.g. strikes, lockouts, official measures, shortages of energy or raw materials, supply chain disruptions, transport disruptions, war, terrorism, natural disasters, pandemics) entitle the Seller to postpone delivery for the duration of the impediment plus a reasonable start-up period.
4.2 If the impediment lasts longer than 3 months, both parties are entitled to withdraw from the contract with regard to the part not yet fulfilled. In this case, claims for damages are excluded unless there is intent or gross negligence.
5. Retention of Title (Extended Retention of Title)
5.1 The goods delivered remain the property of the Seller until all claims arising from the business relationship have been paid in full (reserved goods).
5.2 The Buyer is entitled to resell the reserved goods in the ordinary course of business. The Buyer hereby assigns to the Seller the claims arising from such resale in the amount of the invoice amount (including VAT). The Seller accepts the assignment.
5.3 The Buyer remains authorised to collect the assigned claims as long as it meets its payment obligations. In the event of late payment, the Seller is entitled to revoke the collection authorisation and to demand disclosure of the assignment. The Buyer shall provide the Seller with the information and hand over the documents required to assert the claims.
5.4 Any processing or transformation of the reserved goods is always carried out for the Seller as manufacturer within the meaning of § 950 BGB, without obligating the Seller. If the reserved goods are processed together with other items not belonging to the Seller, the Seller acquires co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice values of the other processed items.
6. Obligation to Inspect and Give Notice of Defects / Warranty
6.1 The Buyer is obliged to inspect the goods immediately upon receipt and to give notice of obvious defects in text form within 7 calendar days. Hidden defects must be notified in text form immediately after their discovery. § 377 HGB (German Commercial Code) remains unaffected.
6.2 In the event of a justified notice of defect, the Seller shall, at its discretion, either remedy the defect or deliver a replacement (subsequent performance).
6.3 If subsequent performance fails or is unreasonable for the Buyer, the Buyer may reduce the price or withdraw from the contract in accordance with the statutory provisions.
6.4 The warranty period is 12 months from delivery of the goods, unless mandatory statutory provisions provide otherwise. The shortened period does not apply in cases of
• intentional or grossly negligent breach of duty,
• damage resulting from injury to life, body or health,
• fraudulent concealment of a defect,
• or mandatory statutory liability/limitation periods.
7. Liability
7.1 The Seller is liable without limitation for intent and gross negligence as well as for damage resulting from injury to life, body or health.
7.2 In the event of a slightly negligent breach of an essential contractual obligation (cardinal obligation), liability is limited to the typical, foreseeable damage.
7.3 Liability for indirect damage, consequential damage, loss of production and loss of profit is excluded to the extent permitted by law.
7.4 Liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.
8. Intellectual Property Rights, Tools, Custom Products
8.1 Where products are manufactured according to customer requirements, drawings or specifications, the Buyer shall indemnify the Seller against all claims asserted by third parties on account of an infringement of intellectual property rights, unless the Seller is responsible for the infringement. This also includes reasonable costs of legal defence.
8.2 Tools, moulds and fixtures remain the property of the Seller, even if the Buyer has paid for them (in part), unless expressly agreed otherwise.
9. Export Control / Sanctions
9.1 The Buyer is obliged to check and comply with applicable export control and sanctions regulations on its own responsibility.
9.2 The Seller is entitled to suspend deliveries or withdraw from the contract if and for as long as legal obstacles arising from export control or sanctions regulations prevent delivery or required documentation (e.g. end-use declarations) is not provided.
10. Final Provisions
10.1 To the extent permitted by law, the place of performance and exclusive place of jurisdiction for all disputes arising from this contractual relationship is Ulm.
10.2 The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
10.3 Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The parties shall replace the invalid provision with a valid provision that comes closest to its economic purpose.
10.4 Information on the processing of personal data in the context of the business relationship can be found in our privacy policy.
TRIWES GmbH
Eiselauer Weg 4
89081 Ulm
Germany
Status: 01/2026