General Information / Scope of Application
- These General Terms and Conditions of Purchase (T&C) shall be valid for all business relations/transactions with our business partners, customers and suppliers within India.
- The T&C shall apply in particular to contracts for the sale and/or supply of moveable’s (hereinafter referred to “goods”) by Trivitron Healthcare Private Limited, regardless of whether the Supplier produces the goods itself or purchases these from othersuppliers.
- These T&C shall apply exclusively. Any differing, contradictory or supplementary general terms and conditions of the Supplier shall form part of the contract only and to the extent, that we have expressly approved their validity in writing. This requirement for approval shall apply in all cases, for example, even if we accept the deliveries of the Supplier without reservation in full knowledge of the general terms and conditions of the Supplier.
- Individual agreements, if any reached with the Supplier in specific cases(including subsidiary agreements, addenda and amendments) shall in every case take precedence over these T&C. The content of such agreements shall be determined by a written contract and/or our written confirmation.
- Any legally significant declarations and notices to be submitted to us, where necessary, by the Supplier after conclusion of contract (e.g. setting of deadlines, reminders, declaration of withdrawal) must be received in written form in order to be effective.
- References to the application of statutory provisions are for clarification purposes only. Even without such clarification, statutory provisions shall therefore apply, insofar as they are not directly altered or expressly excluded in these T&C.
Conclusion of Contract
- Our order shall be considered binding at the earliest upon written submission or confirmation thereof. The Supplier must inform us of any obvious errors (e.g. typing and calculation errors) and incompleteness of the order, including the order documents, for the purposes of correction and/or completion prior to acceptance; the contract shall otherwise be considered not concluded.
- The Supplier shall be obliged within a period of Two (2) working days to confirm our order in writing or in particular execute the order by dispatching the goods unconditionally (acceptance). A late acceptance constitutes a new offer and must be accepted by us.
Delivery Time / Default in Delivery
The delivery time specified by us in the order shall otherwise be binding. If the delivery time was not indicated in the order it will be agreed with the Supplier on a case to case basis.. The Supplier shall be obligated to inform us immediately in writing if - for whatever reason - it is unable to comply with the agreed delivery time.
If the Supplier fails to perform its service or fails to perform the service within the agreed delivery time or is in default, our rights, in particular to withdraw from the contract and to claim compensation, shall be reserved without any reservations and /or limitations . The stipulations in Clause 3 shall remain unaffected.
Performance / Delivery / Transfer of Risk / Default of Acceptance
Without our prior written permission, the Supplier shall not be entitled to use third-party companies (e.g. subcontractors) to provide the services it owes to Trivitron. The Supplier shall bear the procurement risk for its services, unless otherwise agreed in the individual case (e.g. sale of goods in stock).
The Supplier shall constantly monitor the quality of its services. Prior to each delivery of the delivery items, the Supplier will make sure that the delivery items intended for delivery are free of defects and conform to the agreed technical requirements. The Supplier shall ensure that it meets the all the regulatory requirements related to the products supplied and services rendered.
The Supplier will ensure that it familiarises itself in sufficient time with all data and circumstances significant for the fulfillment of its contractual obligations as well as with our intended use of its deliveries. All offers shall be
submitted to Trivitron free of charge. The Supplier shall ensure that before submitting an offer it has reviewed the local conditions thoroughly and has by examining the documents gained a clear understanding on the implementation of
the services as well as compliance with the technical and other regulations. The Supplier shall check any documents provided, including with respect to local conditions, accuracy, feasibility and, where appropriate, preparatory work carried out by third parties. It must inform us of concerns of any kind without delay,stating the reasons, and reach an agreement with us about the continuance of the work.
We may request modifications to the construction and design of the delivery
items within reasonable limits. The Supplier shall implement the modifications
within a reasonable time period. Appropriate regulations shall be mutually
agreed on the implications of these modifications, particularly in terms of
additional or reduced costs as well as delivery dates. If no agreement is reached within a reasonable period, we shall decide according to our discretion.
The Supplier shall ensure that in the case of delivery of production material it
is also able to supply us with the delivery items or parts thereof as spare parts and
accessories under reasonable terms for a period of ten (10) years following the
termination of the supply relationship.
Delivery shall be free of charge within India to the location specified in the
order. If the destination is not specified and nothing else has been agreed,
delivery shall be made to our factory in Chennai, Navi Mumbai or
Visakhapatnam. The respective destination location shall also be the place of
performance (debt to be discharged at creditor‘s domicile).
The delivery should be accompanied by a delivery note stating the date
(dispatch/issue of shipment), contents of the delivery (product number and
quantity) and our order identification (date and number). If the delivery note is
missing or is incomplete, we shall not be responsible for any resulting delays in
processing the payment.
Goods delivery should be free from damage and deterioration in the condition
of the goods upon the handover at the place of performance. If acceptance is
agreed, this shall be binding for the passing of risk. Acceptance shall in all other
respects be governed by the law and our terms and conditions/Agreement.
The Supplier must, however, expressly offer us its performance even if for any
act or involvement on our part (e.g. provision of material) an identified or
identifiable calendar time is agreed. If the contract relates to a non-fungible item
to be produced by the Supplier (custom made item), the Supplier shall have
further rights only if we have committed ourselves to cooperate and are
responsible for the failure to cooperate.
The Supplier shall clarify and share with us the necessary official authorisations and reporting obligations along with all the supporting documents
for the import and sale of the delivery items. The Supplier shall provide all
necessary documents/brochures and technical information as required from time
to time for import of goods into India.
Acceptance of Services
The acceptance of work services by us shall take place formally after
completion of the work by means of counter signature of an authorized officer on
an acceptance report. For services that due to the further progress in execution
can no longer be checked and examined at a later point in time, the Supplier shall
invite us to the examination in written form in good time. A presumption of
acceptance by non-response to an acceptance request of the Supplier, by payment
or by actual putting into use is excluded.
Officially prescribed acceptances of any kind, in particular acceptance by
recognized experts must be arranged by the Supplier at its own expense prior to
acceptance of the labour service, unless this service is expressly excluded from the
scope of service. Official certificates of freedom from defects and any regulatory
acceptances must be forwarded to us in good time prior to the acceptance of the
Prices / Payment Terms
The price specified in the order shall be binding. All prices shall be quoted net
exclusive of the respective statutory taxes.
Unless otherwise agreed, prices quoted shall include all services and ancillary
services of the Supplier (e.g. assembly, installation and testing), and all ancillary
costs (e.g. correct packaging, transport and handling costs, including any transport
and liability insurance). The Supplier must take back all packaging material on our
We shall be entitled to set-off and retention rights and to plead the defence of
the contract not being fulfilled within the scope of the law. We shall be especially
entitled to hold back payments due for as long as claims for incomplete or
deficient orders against the Supplier are still due to us.
The Supplier shall have a set-off or retention right only on account of legally
established or undisputed counter-claims.
Confidentiality / Reservation of Title
We shall retain ownership and copyright to all diagrams, designs, plans,
drawings, calculations, instructions, product descriptions and other documents.
Such documents shall be used exclusively for the contractual performance and shall
be returned to us after completion of the contract. The documents must be kept
confidential vis-a-vis third parties, even after termination of the contract. The
obligation to confidentiality shall cease to apply only when and insofar as the
knowledge contained in the documents provided becomes publicly known.
The above stipulation shall apply accordingly for substances and materials (e.g.
software, finished and semi-finished products) as well as for tools, mould and jigs,
templates, samples and other items that we provide to the Supplier for the
production. Such objects shall - while they are not processed - be stored separately
at the costs of the Supplier and protected within the appropriate scope against
destruction and loss.
The Supplier shall ensure that it has unreserved intellectual property rights
that are contained in the goods it has delivered and there shall be no restriction
under those rights for us to use the goods freely.
Any processing, mixing or combination (further processing) by the Supplier of
items provided shall be done on our behalf. The same shall apply for further
processing of the delivered goods by us, such that we shall be considered to be the
manufacturer and in accordance with statutory provisions shall acquire ownership
of the product no later than at the time of the further processing.
The transfer of ownership of the goods to us shall be made unconditionally and
regardless of payment of the price. If, however, in individual cases we accept an
offer of the Supplier for transfer of ownership contingent on payment of the
purchase price, the reservation of title by the Supplier shall expire no later than
with the payment of the purchase price for the delivered goods. In the ordinary
course of business, we remain authorized even before payment of the purchase
price to resell the goods under advance assignment of the claim arising therefrom
(alternative application of simple reservation of title and extended reservation of
title in the case of resale). This thus excludes in any case all other forms of
reservation of title, in particular advanced and transferred reservation of title and
retention of title extended in the case of further processing.
Materials, parts, containers, special packaging, tools, moulds and jigs, measuring
equipment or similar provided by us (provided objects) shall remain our property.
In the case of the processing, combination or mixing of provided objects, we shall
receive co-ownership of the new object in the ratio of the value of the provided
object to the value of the whole product. The Supplier shall have no right of
retention, for whatever reason, to the objects provided.
Insofar as the scope of supply includes non-standard software and embedded
software the Supplier agrees for a period of five (5) years from delivery of the
delivery item to make changes/improvements to the software according to our
specifications against reasonable reimbursement of costs. Insofar as the software
comes from upstream suppliers, the Supplier shall oblige these correspondingly.
Our rights in the case of material defects and deficiency in title of the goods
(including incorrect and short deliveries as well as incorrect assembly, deficient
assembly, operating or usage instructions) and other breaches of obligations by
the Supplier shall be governed by these General Terms and Conditions of
Purchase/our specific Agreement/PO, unless otherwise stated.
The Supplier is especially responsible for ensuring that the goods are of the
agreed quality at the time of transfer of risk to us. Agreement on quality shall be
determined at least by the relevant product descriptions, which, especially through
designation or reference in our order, are a component part of the relevant contract
or have been brought into the contract in the same way as these General Terms
and Conditions of Purchase. It makes no difference in this respect whether the
product description comes from us, from the Supplier or from the manufacturer.
Claims of defects shall only apply to us without restriction if the defect has
remained unknown to us as a result of gross negligence.
The commercial requirements for inspecting goods/services shall be
governed by these General Terms and Conditions of Purchase, with the following
proviso: Our obligation to examine shall be limited to defects which are
discoverable by an external examination of incoming goods, including of the
delivery documents and in sample checks for quality control (e.g. transport
damage, incorrect or insufficient delivery). If acceptance is agreed, no obligation
to examine applies. In all other respects, it depends on the extent to which an
examination is feasible in the ordinary course of business, taking into account the
circumstances of the case. Our notification obligation for defects discovered later
shall remain unaffected. In all cases, our complaint (notification of defect) shall be
deemed immediate and timely if it is received by the Supplier within ten (10)
The costs incurred by the Supplier for the purposes of examination and
improvement (including any dismantling and assembly costs) shall be borne by the
Supplier even if it transpires that no defect actually existed. Our liability for
damages in the case of unjustified requests to correct deficiencies shall remain
unaffected; to this extent we shall, however, be liable only if we have recognized
or failed through gross negligence to recognise that there was no defect.
If the Supplier does not meet its obligation for supplementary fulfillment by, at
our discretion, correcting the defect (improvement) or by delivering a defect-free
item (replacement delivery) within a reasonable deadline set by us, we can correct
the defect ourselves and demand compensation for the efforts required or a
corresponding additional payment from the Supplier. If the supplementary
fulfillment by the Supplier fails or is unacceptable to us (e.g. because of urgent
requirement, endangerment of operational safety or the threat of the occurrence
of disproportionate damages), no deadline need be set; we shall inform the
Supplier of such circumstances immediately, if possible beforehand.
In all other respects, we shall in the case of a material defect or defect of
title be entitled according to the statutory provisions to reduce the purchase price
or to withdraw from the contract. In addition, we shall according to the statutory
provisions be entitled to damages and expenses.
Recourse of the Supplier
In addition to the claims for defects, we shall be entitled without limitation to
our legally determined rights of recourse within a supply chain. We shall be
especially entitled to demand from the Supplier exactly the type of supplementary
performance (improvement or replacement delivery) that we owe to our
customers on a case-by-case basis. Our statutory right to choose shall not be
Before we acknowledge or fulfil a defect claim asserted by our customer, we
will notify the Supplier and providing a short presentation of the facts, request its
response in writing. If the response is not received within a reasonable period and
no mutually agreed solution is brought about either, the claim we actually
conceded shall be regarded as owed to our customer; counter evidence in this case
shall be incumbent upon the Supplier.
Our claims from supplier recourse shall also apply if the goods were further
processed by us or one of our customers before their sale to a consumer, e.g. by
incorporation into another product.
Where the Supplier is responsible for product recall and damage, it shall be
obligated to indemnify us from damage claims by third parties, provided that the
cause is within its sphere of control and organisation and it is personally liable vis-a-vis third parties.
As part of its obligation to indemnify, the Supplier shall be required to
reimburse any expenses that arise from or in connection with any recourse taken
by third parties, including product recalls carried out by us. We shall notify the
Supplier, as far as is reasonably practicable, regarding the content and scope of
the recall measures being carried out and shall give the Supplier an opportunity to
comment. This shall not affect further statutory claims.
The Supplier shall take out and maintain adequate product liability
insurance with per incident coverage and aggregate coverage annually.
Statute of Limitations
The reciprocal claims of the contracting parties shall expire in accordance with
statutory regulations, unless otherwise defined.
By way of derogation, the general period of limitation for claims of defect shall
be three (3) years from the transfer of risk. If acceptance is agreed, the statute of
limitations shall begin upon acceptance. The three-year period of limitation shall
apply correspondingly for claims for deficiency in title, whereby the statutory
period of limitation for restitution of property of third parties shall remain
unaffected; claims for deficiency in title shall, moreover, not expire in any case as
long as the third party is still able to assert the right against us, particularly if there
is no statute of limitations.
The periods of limitation for the law on sales including the aforementioned
extension shall apply, within the scope permitted by law, for all contractual claims
of defect. If we are entitled to make compensation claims for damages outside of
this agreement due to a defect, these shall be subject to the statutory statute of
limitations, unless the application of periods of limitation for the law on sales
result in a longer period of limitation in a specific case.
Force Majeure / Longer Term Inability to Deliver
Natural catastrophes, unrest, government measures and other unforeseeable
and unavoidable events shall exempt the Supplier and us from performance
obligations for the duration of the disruption and to the extent of their effect. The
affected party shall fully inform the other contracting party immediately and do
everything within reason to limit the effects of such events. The affected party
must inform the other contracting party immediately about the end of the
In the case of a longer term inability to deliver, cessation of payments or the
opening of insolvency proceedings, the rejection of the opening of insolvency
proceedings due to insufficient assets or the commencement of comparable
proceedings with respect to one of the contracting parties, the other contracting
party shall be entitled to withdraw from the contract in respect of the part not yet
fulfilled. If the Supplier is affected by one of the above events, it will help us to
the best of its ability in shifting the production of the delivery item to us or a third
party, including licensing intellectual property rights necessary for the production
under industry-standard terms and conditions.
Compliance with Anti-Corruption and Antitrust Law
The Supplier undertakes not to commit any act or fail to act in any way
whatsoever which might result in regulatory or criminal sanctions, in particular on
account of corruption or violation of antitrust and competition law, against the
Supplier, persons employed by the Supplier or third parties appointed by the
Supplier (hereinafter referred to as “violation” or “violations”). The Supplier shall
be responsible for instigating appropriate measures to prevent violations. For this,
the Supplier shall in particular oblige persons it employs or third parties it
The Supplier undertakes, upon written request from us, to provide
information on the abovementioned measures, particularly about their content
and implementation status. The Supplier agrees, upon written request by us, to
complete fully and truthfully a questionnaire provided by us for the purposes of
self-disclosure and to provide any related documents to us; this shall take place
every three calendar years.
The Supplier shall inform us immediately of the initiation of official
investigation proceedings on account of a violation. Furthermore, where there is
evidence of a violation by the Supplier, we shall be entitled to demand written
information about the violation and the measurestaken to rectify and avoid this in
In the event of a violation by the Supplier, we shall be entitled to demand
immediate injunction and the reimbursement of all damages incurred by us
through the violation.
Place of Jurisdiction and Governing Law
For these T&C and all legal relationships between us and the Supplier the law of
the India shall apply under exclusion of international uniform law, in particular
the UN Sales Convention. The requirements and the effects of the reservation of
title shall be subject to the laws of the respective storage location of the product,
insofar as these state that the choice of law made in favour of Indian law is
inadmissible or invalid.
The place of jurisdiction for all disputes arising from the contractual
relationship shall be our registered office in Chennai. All the disputes shall be
settled through Arbitration at Chennai in accordance with the Indian Arbitration
Act as amended till date.