AGB - TRISORA

General Terms and Conditions (GTC) of Trisora GmbH - Security Systems

For consumers
(non-commercial transactions)

For entrepreneurs
(commercial transactions)

GTC for consumers (non-commercial transactions)

Status June 2021

I. Offer and conclusion of contract

Our GTC apply to all our offers and order confirmations and form the basis of all our deliveries, services and consultations and also apply to supplements and follow-up orders without being expressly agreed again. The order/order signed by the customer is a binding offer. We can accept this offer within two weeks by sending an order confirmation.

II. Documents provided

We reserve the right of ownership and copyright to all documents provided to the customer in connection with the placing of the order - including in electronic form - such as calculations, drawings, execution plans etc.. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer's offer within the period specified in Section I, these documents must be returned to us immediately.

III Prices and payment

Our prices do not include value added tax. Our prices are net prices plus the statutory value added tax. Unless otherwise agreed, delivery and shipping costs are not included in our prices.

Payment of the purchase price must be made exclusively to the account specified overleaf. The deduction of a cash discount is only permitted with a special written agreement.

Unless otherwise agreed, the purchase price shall be payable within 7 days of invoicing. Interest on arrears shall be charged at a rate of 5% above the respective base interest rate per annum. We reserve the right to claim higher damages for default. In the event that we assert a higher damage caused by default, the customer shall have the option of proving to us that the asserted damage caused by default was not incurred at all or at least in a significantly lower amount.

If necessary and unless otherwise agreed, the customer shall, at his own expense, take over ancillary work outside the industry and the materials and tools required for this.

IV. Offsetting and rights of retention

The customer shall only be entitled to set-off if his claims have been legally established or are undisputed. The customer shall also be entitled to offset against our claims if he asserts notices of defects or counterclaims arising from the same purchase contract. The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

V. Delivery time

Insofar as no expressly binding delivery date has been agreed, our delivery dates or delivery periods are exclusively non-binding information.

The commencement of the delivery period stated by us is subject to the timely and proper fulfillment of the customer's obligations. We reserve the right to plead non-performance of the contract.

Two weeks after exceeding a non-binding delivery date/delivery period, the customer may request us in text form to deliver within a reasonable period. If we culpably fail to meet an express delivery date/delivery deadline or if we are in default for any other reason, the customer must set us a reasonable grace period to effect performance. If we allow the grace period to expire fruitlessly, the customer shall be entitled to withdraw from the purchase contract.

If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us as a result, including any additional expenses. We reserve the right to assert further claims. For its part, the customer reserves the right to prove that no damage at all or at least significantly less damage has been incurred in the amount claimed. The risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.

Further statutory claims and rights of the customer due to a delay in delivery remain unaffected.

VI Retention of title

We reserve title to the delivered goods until all claims arising from the delivery contract have been paid in full.

The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, he is obliged to insure them adequately at his own expense against theft, fire and water damage at replacement value. As long as ownership has not yet been transferred, the customer must inform us immediately in text form if the delivered item is seized or exposed to other interventions by third parties. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable for the loss incurred by us.

The treatment and processing or transformation of the object of sale by the customer is always carried out in our name and on our behalf. In this case, the expectant right of the customer to the object of sale shall continue in the transformed object. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis and shall keep the resulting sole ownership or co-ownership for us. To secure our claims against the customer, the customer shall also assign to us such claims which accrue to him against a third party through the combination of the reserved goods with a property; we hereby accept this assignment.

We undertake to release the securities to which we are entitled at the request of the customer if their value exceeds the claims to be secured by more than 20%.

VII Warranty and notice of defects

Insofar as the information contained in our brochures, advertisements and other offer documents has not been expressly designated by us as binding, the illustrations or drawings contained therein are only approximate.

If the delivered item does not have the quality agreed between the customer and us, or if it is not suitable for the use assumed under our contract or for the use in general, or if it does not have the properties that the customer could expect according to our public statements, we shall be obliged to provide subsequent performance. This shall not apply if we are entitled to refuse subsequent performance on the basis of the statutory provisions.

The customer shall initially have the choice of whether subsequent performance is to be effected by repair or replacement. However, we shall be entitled to refuse the type of subsequent performance chosen by the customer if it is only possible at disproportionate cost and the other type of subsequent performance is without significant disadvantages for the customer. During the subsequent performance, the reduction of the purchase price or the withdrawal from the contract by the customer are excluded. Rectification shall be deemed to have failed after the second unsuccessful attempt, unless the nature of the item or the defect or other circumstances indicate otherwise. If the subsequent performance has failed or if we have refused the subsequent performance altogether, the customer may, at his discretion, demand a reduction of the purchase price (reduction) or declare his withdrawal from the contract.

The customer may only assert claims for damages under the following conditions due to the defect if subsequent performance has failed or we have refused subsequent performance. The right of the customer to assert further claims for damages under the following conditions remains unaffected. Notwithstanding the above provisions and the following limitations of liability, we shall be liable without limitation for damages to life, body and health resulting from a negligent or intentional breach of duty by our legal representatives or our vicarious agents, as well as for damages covered by liability under the Product Liability Act, and for all damages resulting from intentional or grossly negligent breaches of contract and fraudulent intent on the part of our legal representatives or our vicarious agents. Insofar as we have given a written guarantee of quality and/or durability with regard to the goods or parts thereof, we shall also be liable within the scope of this guarantee. However, we shall only be liable for damages that are based on the absence of the guaranteed quality or durability but do not occur directly on the goods if the risk of such damage is clearly covered by the quality and durability guarantee. The product descriptions do not contain any guarantee of quality. Installation or connection in other items is only permitted with an express written agreement on quality on the part of Trisora.

We shall also be liable for damages caused by simple negligence, insofar as this negligence concerns the breach of such contractual obligations, compliance with which is of particular importance for achieving the purpose of the contract (cardinal obligations). However, we shall only be liable if the damages are typically associated with the contract and are foreseeable. Otherwise, we shall not be liable for simple negligent breaches of secondary obligations that are not essential to the contract. The limitations of liability contained in sentences 1 - 3 shall also apply insofar as the liability for legal representatives, executive employees and other vicarious agents is concerned.

Any further liability is excluded regardless of the legal nature of the claim asserted. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.

The warranty period is two years for new goods and one year for used goods, calculated from the date of commissioning or transfer of risk. This period shall also apply to claims for compensation for consequential damage caused by defects, provided that no claims in tort are asserted.

The warranty shall expire if improper repair attempts, maintenance work or technical modifications have been carried out on the system by the customer or third parties. The liability for defects does not apply to natural wear and tear or to damage caused by incorrect or negligent handling by the operator. Nor does it apply if the devices are exposed to unsuitable chemical, physical, electromechanical or electrical influences that are not assumed under the contract.

Claims are also void if any markings on the product, such as model name, serial number, etc., have been changed, deleted, removed or made illegible, or if the warranty seal or sealing lacquer has been broken or damaged.

We do not assume any warranty for products provided by the customer.

The warranty for error-free software is limited to the delivered programs being suitable for the usual use or the use required under the contract in accordance with the description. Furthermore, we do not assume any warranty for the freedom from defects of the programs outside the subject matter of the contract. If programs are used for the customer's own hardware, the warranty shall only extend to the software supplied and not to the interaction with the hardware and software provided by the customer.

In the case of non-obvious defects, the notification period is two years; for used goods it is one year. The period begins at the start of the statutory limitation period.

No further liability shall be assumed, in particular no liability shall be assumed for damage caused to persons, property or assets of the contractual partner or third parties as a result of criminal acts (e.g. robbery, theft, burglary). Claims for compensation for consequential damage, e.g. in the event of malfunctioning of the system, burglary, costs of the police or fire department and, if applicable, security companies in the event of danger reports, are excluded in all cases, unless mandatory statutory provisions on liability for intent or gross negligence conflict with these limitations of liability.

Manufacturer's warranty:

Trisora offers the purchaser an additional manufacturer's warranty for all products sold under the "Trisora" brand. The conditions and scope of this manufacturer's warranty are set out in the warranty conditions, which will be sent to the purchaser on request and are available on the Internet at www.trisora.de. For products or components from other manufacturers, the respective manufacturer's warranty conditions apply. Repair or replacement does not automatically extend the warranty period.

The statutory warranty rights of the buyer vis-à-vis the seller are not affected by the manufacturer's warranty. They shall apply without restriction in addition to the manufacturer's warranty and shall exist independently of any assertion of the manufacturer's warranty.

VIII Other

This contract and all legal relationships between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

Should individual provisions of this contract be or become invalid or contain a loophole, the remaining provisions shall remain unaffected.

Trisora GmbH
Dortmunder Straße 15
57234 Wilnsdorf

GTC for entrepreneurs (commercial transactions)

Status June 2021

I. Scope of application

These Terms and Conditions of Sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognize terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.

These Terms and Conditions of Sale shall also apply to all future transactions with the Customer, insofar as these are legal transactions of a related nature.

Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

II Offer and conclusion of contract

If an order is to be regarded as an offer in accordance with Section 145 BGB, we can accept it by sending an order confirmation within two weeks.

III Documents provided

We reserve the right of ownership and copyright to all documents provided to the customer in connection with the order placement - including in electronic form - such as calculations, drawings, execution plans etc.. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer's offer within the period specified in Section II, these documents must be returned to us immediately.

IV. Prices and payment

Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus VAT at the applicable rate.

Payment of the purchase price must be made exclusively to the account specified overleaf. The deduction of a cash discount is only permitted with a special written agreement.

Unless otherwise agreed, the purchase price is payable within 7 days of invoicing. Interest on arrears shall be charged at a rate of 8% p.a. above the respective base interest rate. We reserve the right to claim higher damages for default.

Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in labor, material and distribution costs for deliveries made 3 months or more after conclusion of the contract.

If necessary and unless otherwise agreed, the customer shall, at his own expense, take over ancillary work outside the industry and the materials and tools required for this.

V. Rights of retention

The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

VI Delivery time

The commencement of the delivery period stated by us is subject to the timely and proper fulfillment of the customer's obligations. We reserve the right to plead non-performance of the contract.

If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.

In the event of a delay in delivery not caused by us intentionally or through gross negligence, we shall be liable for each full week of delay within the scope of a lump-sum compensation for delay amounting to 3% of the delivery value, but not more than 15% of the delivery value.

Further statutory claims and rights of the customer due to a delay in delivery remain unaffected.

VII Delivery, transfer of risk on shipment

If the goods are dispatched to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest when the goods leave the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.

The products supplied by us and their technical know-how are only intended for use and to remain in countries supplied directly by us. The buyer undertakes to observe the respective national legal provisions and, prior to any intended export or re-export, all relevant national and international legal provisions (export control regulations).The Buyer shall be responsible for compliance with the legal provisions and so-called export control regulations itself and also by its customers and shall indemnify us against any liability in this respect.

VIII Retention of title

We reserve title to the delivered goods until all claims arising from the delivery contract have been paid in full. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We are entitled to reclaim the purchased item if the customer acts in breach of contract.

The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, he is obliged to insure them adequately at his own expense against theft, fire and water damage at replacement value. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable for the loss incurred by us.

The customer is entitled to resell the goods subject to retention of title in the normal course of business. The purchaser hereby assigns to us the claims against the customer arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected. However, we shall not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.

The treatment and processing or transformation of the object of sale by the customer is always carried out in our name and on our behalf. In this case, the expectant right of the customer to the object of sale shall continue in the transformed object. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis and shall keep the resulting sole ownership or co-ownership for us. To secure our claims against the customer, the customer shall also assign to us such claims which accrue to him against a third party through the combination of the reserved goods with a property; we hereby accept this assignment.

We undertake to release the securities to which we are entitled at the request of the customer if their value exceeds the claims to be secured by more than 20%.

IX. Warranty and notice of defects as well as recourse/manufacturer recourse

Warranty rights of the purchaser presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB).

Claims for defects in new goods shall become time-barred 12 months after delivery of the goods supplied by us to our customer. There are no claims for defects for used goods unless these have been agreed separately in writing. The statutory limitation period shall apply to claims for damages in cases of intent and gross negligence as well as in cases of injury to life, limb and health which are based on an intentional or negligent breach of duty by the user. Our consent must be obtained before any return of the goods.

If, despite all due care, the delivered goods have a defect that already existed at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity for subsequent performance within a reasonable period of time. Recourse claims shall remain unaffected by the above provision without restriction.

If the supplementary performance fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.

Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable equipment, defective construction work, unsuitable building ground or due to special external influences which are not provided for in the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.

Claims of the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, including any dismantling and installation costs, are excluded insofar as the expenses increase because the goods delivered by us have subsequently been moved to a location other than the customer's branch office, unless the transfer corresponds to their intended use.

The Purchaser shall only have a right of recourse against us to the extent that the Purchaser has not made any agreements with its customer that go beyond the statutory mandatory claims for defects. Paragraph 6 shall also apply accordingly to the scope of the customer's right of recourse against the supplier.

The warranty shall expire if improper repair attempts, maintenance work or technical modifications have been carried out on the system by the customer or third parties. The liability for defects does not apply to natural wear and tear or to damage caused by incorrect or negligent handling by the operator. Nor does it apply if the devices are exposed to unsuitable chemical, physical, electromechanical or electrical influences that are not assumed under the contract.

We do not assume any warranty for products provided by the customer.

The warranty for error-free software is limited to the delivered programs being suitable for the usual use or the use required under the contract in accordance with the description. Furthermore, we do not assume any warranty for the freedom from defects of the programs outside the subject matter of the contract. If programs are used for the customer's own hardware, the warranty shall only extend to the software supplied and not to the interaction with the hardware and software provided by the customer.

The product descriptions do not contain any guarantee of quality. Installation or connection in other items is only permitted with an express written agreement on quality from Trisora.

We shall not be liable for damage resulting from force majeure, fire, explosion, lightning, overvoltage damage, improper use, operating errors and negligent behavior, transport or use in violation of applicable national and international (IEC) standards for electrical installations.

Claims are also void if any markings on the product, such as model name, serial number, etc., have been changed, deleted, removed or made illegible, or if the warranty seal or sealing lacquer has been broken or damaged.

No further liability shall be assumed, in particular no liability shall be assumed for damage caused to persons, property or assets of the contractual partner or third parties as a result of criminal acts (e.g. robbery, theft, burglary). Claims for compensation for consequential damage, e.g. in the event of malfunctioning of the system, burglary, costs of the police or fire department and, if applicable, security companies in the event of danger reports, are excluded in all cases, unless mandatory statutory provisions on liability for intent or gross negligence conflict with these limitations of liability.