General Terms and Conditions

These General Terms and Conditions ("Terms") govern the business relationship between TR Vertriebs GmbH ("TR", "we", "us") and any purchaser of goods ("Buyer"), in the version applicable at the time of order.

These Terms apply exclusively to merchants and commercial entities within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law. TR does not sell to consumers within the meaning of Section 13 BGB.

Conflicting, deviating, or supplementary terms and conditions of the Buyer do not become part of the contract unless TR has expressly agreed to their application in writing.

These Terms exist in a German-language version (available at www.tr-vertrieb.de/de/agb) and this English-language version (available at www.tr-vertrieb.de/agb). The governing contract language is German. This English version is provided solely to assist international business partners' understanding; in the event of any discrepancy or ambiguity between the German and English versions, the German version alone is legally authoritative and binding.

Information on how TR processes personal and business-related data in connection with the business relationship is available in TR's privacy policy (Datenschutzerklärung) at www.tr-vertrieb.de/imprint; see also Clause 9 below.

The version of these Terms in force at any given time can be accessed, downloaded, and printed at www.tr-vertrieb.de/agb.

A product presentation shown via email, WhatsApp, LinkedIn, or the online shop does not constitute a binding offer to enter into a purchase agreement. It is a non-binding invitation to place an order.

Upon receipt of a Buyer's purchase offer, TR will send an automatically generated email confirming receipt of the order. This confirmation does not itself constitute acceptance of the Buyer's offer, and no contract is formed by this confirmation alone.

A binding contract is formed when the Buyer submits a purchase offer to TR via email, WhatsApp, the online shop, or another digital channel, and TR accepts that offer within five business days by (i) sending an order confirmation, (ii) delivering the ordered goods, or (iii) issuing a proforma invoice.

Unless otherwise expressly agreed in an individual case, orders are subject to a minimum order quantity of 10 units per order.

Risk of loss passes to the Buyer as soon as the shipment has been handed over to the carrier, or has left TR's warehouse for the purpose of shipment. Where goods are shipped to the Buyer at the Buyer's request, risk of accidental loss or accidental deterioration passes to the Buyer upon dispatch, and at the latest when the goods leave TR's premises or warehouse. This applies regardless of the place of performance or which party bears freight costs. If shipment becomes impossible through no fault of TR, risk passes to the Buyer upon notice that the goods are ready for shipment.

For pricing and VAT, see Clause 4 (Payment Terms). For the tax and customs treatment of cross-border deliveries, including the Buyer's responsibility for import charges, see Clause 5 (Taxes, Customs Duties and Import Charges).

Prices applicable at the time of order govern the delivery. Prices stated on product pages or communicated via email, WhatsApp, or LinkedIn are net prices, exclusive of applicable statutory VAT and applicable shipping, freight, and delivery costs.

Payment may be made, at TR's discretion as to which methods are offered, by invoice, advance payment, cash on delivery, credit card, PayPal, or direct debit. TR reserves the right to offer only specific payment methods to a given Buyer — for example, advance payment only, as a means of managing credit risk. Where advance payment is selected, TR's bank details are provided on the proforma invoice. Invoiced amounts are due within 10 days of receipt of the offer or proforma invoice.

For credit card payment, the purchase price is authorized/reserved on the card at the time of order and charged immediately thereafter. For direct debit, the Buyer bears any costs arising from a chargeback due to insufficient funds or incorrectly provided bank details.

If the Buyer is in default of payment, statutory default interest of 9 percentage points above the base rate applies, plus a flat fee of EUR 40. TR reserves the right to claim further damages.

The Buyer may only set off claims that have been finally and non-appealably established, are undisputed or acknowledged by TR, or arise from the same synallagmatic relationship as TR's claim. A right of retention may only be exercised to the extent the Buyer's counterclaim arises from the same contractual relationship.

If the Buyer fails to fully satisfy a binding payment obligation within four (4) weeks of the due date, TR may claim liquidated damages of 10% of the outstanding amount, compensating for the typical costs of payment default (blocked cash flow, dunning and collection costs, etc.). The Buyer may prove that no loss, or a substantially lower loss, actually occurred; TR may prove a higher actual loss in an individual case. Further claims, in particular for default interest and damages, remain unaffected; payments made under this clause are credited against such further claims.

Further provisions on the tax and customs treatment of deliveries, in particular for cross-border transactions, are set out in Clause 5 (Taxes, Customs Duties and Import Charges).

(1) Invoices issued by TR, and the tax treatment reflected (or not separately stated) on them, reflect solely TR's own tax position under German and EU law for the relevant lot. This does not constitute any representation regarding the tax, customs, or VAT treatment of the transaction in the destination country or in the Buyer's own jurisdiction.

(2) The Buyer is solely responsible for correctly determining, declaring, and paying any import VAT, customs duties, tariffs, fees, or other governmental charges arising in the destination country in connection with the importation of the goods. This includes any registration, filing, or licensing obligations the Buyer must fulfil as importer of record in its own country.

(3) The Buyer is further solely responsible for the correct tax treatment of its own downstream resale of the goods in its own jurisdiction. TR undertakes no obligation to verify, advise on, or warrant the Buyer's tax position in this respect.

(4) Export documentation provided by TR (including, without limitation, the commercial invoice, per-unit IMEI packing list, export declaration, and any additional certificates provided on request) is provided solely to support the Buyer's customs clearance process. It does not constitute tax or legal advice and does not represent any assurance by TR as to the Buyer's tax or customs position in its own country. TR expressly recommends that the Buyer consult a qualified tax or customs advisor licensed in its own jurisdiction on all questions of importation, customs clearance, and taxation.

(5) If a shipment is held, delayed, or detained upon import into the destination country because required import registrations, tax identifiers, customs filings, or other documentation on the Buyer's side are missing or incomplete, all resulting additional costs (including, without limitation, storage or demurrage charges, and re-routing or return costs) are for the Buyer's account. Clause 3 (Passing of Risk) remains unaffected.

(6) The foregoing provisions solely allocate economic and administrative responsibility for tax and customs obligations between the parties. They do not affect TR's liability under Clause 8 (General Liability) for TR's own breaches of obligation, and in particular do not constitute an exclusion or limitation of any liability that cannot be excluded or limited under mandatory law.

The goods remain the property of TR Vertriebs GmbH, Bahnhofstraße 70B, 32805 Horn-Bad Meinberg, Germany, until paid in full. The Buyer may resell the goods in the ordinary course of business. For this purpose, the Buyer hereby assigns to TR, in advance, all claims arising from such resale up to the amount of the invoice value, and TR accepts this assignment. The Buyer remains authorized to collect such claims. If the Buyer fails to properly meet its payment obligations, TR reserves the right to collect such claims itself.

The Buyer acknowledges that the retention-of-title arrangement above is structured under German law, and that its effectiveness against third parties in jurisdictions outside Germany — particularly jurisdictions that do not recognize an equivalent form of retention of title, or that make its effectiveness conditional on local registration — may be limited or unavailable. For cross-border transactions, in particular with new or not-yet-assessed business partners, TR reserves the right to require additional payment-security arrangements, such as advance payment against documents, an escrow arrangement, or an initial reduced-quantity trial order.

The manufacturer's warranty obligations are excluded in full. Only TR's own product descriptions are binding as to the condition of the goods; public statements, advertising, or promotional claims by the manufacturer are not.

The applicable standard of conformity for used goods is TR's published three-tier grading system (Grade A / Grade A-B / Grade B-C), together with its stated cosmetic and functional criteria and the associated multi-stage diagnostic and quality-control process, each as published at www.tr-vertrieb.de/grading in the version in force at the time of order. A unit that conforms to the tolerances stated for its ordered grade does not constitute a defect. A defect within the meaning of this Clause exists where a unit deviates, in a characteristic material to its ordered grade (in particular functionality, activation-lock status, or a separately warranted battery-health threshold), from the published criteria for that grade, or where a separately agreed specification is not met.

TR will only process defect notices submitted promptly, within 7 days of the passing of risk to the Buyer. The Buyer must inspect the goods without delay and with due care for quality and quantity deviations, and must notify TR of any obvious defects within 7 days of receipt (cosmetic defects/grading deviations: within 2 days of receipt). Timely dispatch of the notice is sufficient to meet the deadline. The same applies, from the date of discovery, to hidden defects discovered later. Failure to comply with the inspection and notice obligations bars any claim for remedy.

Where shipment was insured, TR may, on the Buyer's behalf, initiate a claim with the carrier in the event of loss or damage. TR's liability for damage occurring in transit after the passing of risk is excluded.

For accepted defects, TR will remedy the defect, at its own discretion, by repair or replacement. Where repair is chosen, TR is not required to bear increased costs arising from moving the goods to a location other than the place of performance, unless such relocation corresponds to the intended use of the goods. If remedy fails twice, the Buyer may, at its discretion, demand a price reduction or withdraw from the contract.

The deadline for identifying damage or shortfalls in quantity is 7 days from delivery. Remedies for damage are limited to repair or replacement; no refund is provided. This limitation does not apply to claims arising from injury to life, body, or health, or from breach of an essential contractual obligation — i.e., an obligation whose performance is necessary to enable proper performance of the contract at all, and on whose observance the other party may reasonably and regularly rely — nor to claims for other damage arising from an intentional or grossly negligent breach of duty by TR or its agents.

(1) TR's liability is unlimited for intent and gross negligence — including that of its legal representatives or agents — and for culpable injury to life, body, or health, in each case in accordance with applicable statutory provisions.

(2) For ordinary (slight) negligence, TR is liable only for breach of an essential contractual obligation — i.e., an obligation whose performance is necessary to enable proper performance of the contract at all, and on whose observance the other party may reasonably and regularly rely. In such cases, liability is limited to the loss typically foreseeable at the time the contract was formed.

(3) Liability for ordinary negligence is otherwise excluded. This does not affect liability under the German Product Liability Act (Produkthaftungsgesetz), or liability arising from a warranty expressly assumed by TR as to the condition of the goods, or from fraudulent concealment of a defect.

(4) The foregoing limitations apply to all claims for damages, regardless of legal basis (including, without limitation, breach of contract, tort, and reimbursement of futile expenses), and apply equally to claims against TR's legal representatives and agents.

(5) Clause 5 of these Terms (Taxes, Customs Duties and Import Charges) governs solely the allocation of tax and customs responsibility between the parties and does not limit TR's liability within the meaning of this Clause 8.

The processing of personal and business-related data in connection with the initiation and performance of contracts with TR is carried out in accordance with TR's current privacy policy (Datenschutzerklärung), available at www.tr-vertrieb.de/imprint. That policy sets out, among other things, the categories of data processed, the purposes of processing, the applicable legal basis, and data subjects' rights under the EU General Data Protection Regulation (GDPR).

Where the Buyer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with contracts between TR and the Buyer is TR's registered seat (Horn-Bad Meinberg; competent courts: Amtsgericht Lemgo / Landgericht Detmold). TR nonetheless retains the right to bring proceedings against the Buyer at the Buyer's general place of jurisdiction.

These contractual provisions and the entire legal relationship between the parties are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The place of performance for all obligations under the contractual relationship is TR's registered seat.

TR is neither willing nor obligated to participate in dispute-resolution proceedings before a consumer arbitration body.

Should one or more provisions of these Terms be or become invalid, the remainder of the contract remains valid; the invalid provision is replaced by the applicable statutory rule.