General Terms and ConditionsAlpha-Metall GmbH & Co. KG
General conditions of sale and supply of the Alpha Metall GmbH & Co. KG company,
English Version dt. 26.04.2011
§1 Validity of the conditions
All our deliveries of goods, services and offers take place exclusively on the basis of the following terms and
conditions. We hereby disagree to trade confirmations of the buyer or the orderer with reference to his own
terms and conditions. Deviations from the present terms and conditions are only valid if we explicitly confirm
them in written form. Present terms and conditions will be valid for all future business relationships even if the
terms and conditions were not separately agreed upon again.
§2 Offer, prices
Our offers are subject to change and without commitment. Declarations of acceptance as well as all orders
require our written confirmation in order to be effective in law. The same is valid for additions, alterations and
supplementary agreements. Our prices are quoted ex works plus the respective legal value added tax.
They do not include packing, freight charges, assembly and additional costs, as well as any transport insurances
which have to be arranged by request of the buyer and/or the orderer.
The prices valid at the date of the order will always be applied, even if delivery takes place several months after
conclusion of the contract.
§3 Delivery
The dates and periods specified by us are without any commitment, if we did not explicitly arrange other terms
in written form, provided that we receive our deliveries correctly and punctually.
Even with bindingly agreed periods and dates, we do not cover any delay in supply and achievement due to
force majeure or other unforeseeable events which we did not induce and which considerably complicate or inhibit
delivery - as for example strike, directives of the authorities, legitimate lockout. Such cases entitle us to
postpone the deliveries and/or achievements for the time of duration of the interference plus an appropriate
start-up period or, in case of impossibility regarding the not yet fulfilled part, to withdraw from the contract
totally or partially. If the interference lasts longer than three months and after an appropriate respite in written
form, the buyer and/or the orderer is entitled to withdraw from the contract regarding concerning the not yet fulfilled
part. The buyer and/or the orderer has not the right to the receipt of any compensation for damages.
At any time, we are authorized to effect partial performances and partial deliveries.
If we provide pallets or specially marked packing material for transport purposes, this is only on a loan basis;
the provided pallets or the specially marked packing material remain our property even after delivery and, in
consideration of §8, have to be returned at the buyer´s expense without any request after two months after delivery
at the latest. We are entitled to invoice possible damages of the packing material to the buyer. As far as
there is no other agreement in particular cases, the not specially marked packing material has to be depolluted
by the buyer at his own cost, considering the regulation on packaging .
§ 4 Transfer of perils
1. Peril is transferred to the buyer and/or the orderer as soon as the goods are handed over to the person
effecting the transport or as soon as the goods leave our works for dispatch.
2. Without prerequisite of clause 1, peril is transferred to the buyer and/or the orderer in case of default of
acceptance.
§ 5 Conditions of payment
1. Our invoices are payable within 14 days after the date of invoice with a cash discount of 2 per cent or
within 30 days without deduction, unless otherwise agreed.
2. The buyer and/or orderer will be in default if he does not pay after a written reminder of the producer, received
after the due date of the purchase price or the compensation.
Independently, the buyer and/or orderer will be in be in default if he does not pay to a payment date which is
a fixed calendar date in the contract. The legal regulation after which the debtor will automatically be in default
30 days after receipt of an invoice will remain unaffected.
3. We are entitled to invoice an interest rate with 5 percentage points over the respective legal base rate
starting from the first day of maturity. This interest rate can be higher or lower, if we prove a charge with a
higher interest rate or if the buyer and/or orderer proves a lower charge.
4. If the payments effected by the buyer and/or orderer are not sufficient for liquidation of all debts, in each
case the oldest debt will be liquidated, even if there is another stipulation by the buyer. If interest and/or costs
have been produced, independently from clause 1, a payment which is not sufficient for liquidating the whole
debt will be deducted first from the oldest costs, then from the oldest interest and at last from the main
achievement, clause 1 provided.
5. Drafts are only accepted if expressly agreed. Only after their effective encashment, drafts and cheques
are valid as payment. Costs and charges arising from encashment have to be borne by the buyer.
6. Any retention of payments because of counterclaims which we deny and which are not legally fixed
and/or any offsetting with counterclaims which we deny and which are not legally fixed is not allowed.
§ 6 Warranty
1. At receipt oft he goods, the buyer and/or orderer has to verify the number of pallets and/or parcels mentioned
in the waybill. In case of deviations, a corresponding reservation has to be noted on the waybill. We will
not accept any complaints afterwards. Directly after receipt of the goods, the buyer is also obliged to check the
content of the pallets and/or parcels for missing parts and visible defects and to indicate them to us in written
form within 8 days after handover of the goods. If not detected within the allowed period, immediately after detection,
defects of packaged goods have to be indicated to us in written form.
Our warranty does not include defects of missing parts which were not detected in due time.
2. If missing parts are reported in time, they will be delivered in addition. In the case of legitimate material defects,
at first, the right of the buyer and/or the orderer is limited to a replacement delivery of the goods delivered
by us against payment according to § 8, within an adequate time period and free of charge. If the delivered
goods are already treated or used, we are entitled to choose between rectification of defects or replacement
delivery of the goods delivered by us at our own cost. If removal of defects or a replacement delivery did
not take place within an adequate time period, in this respect, the buyer can demand a reduction of the pay3
ment or a cancellation of the contract. If the partial performance of the contract is, exceptionally, not of
interest to the buyer, he can cancel the contract completely.
3. By the way, further claims of the buyer which are associated with a defective or incorrect supply or with violation
of secondary obligations of the contract are excluded and that independently from the legal ground on
which they may be based on (for example tortious act, positive violation of contractual duty concerning responsibilities
with contractual activities), as far as we or other auxiliary persons cannot be accused of violation
of essential contractual duties, gross negligence or willful intent or as far as is not a matter of indemnity
claims of the buyer because of the absence of warranted characteristics.
4. If we cannot be accused of willful intent or gross negligence or if it is not a matter of expressly warranted
characteristics, in any case, we are only liable for the damage foreseeable at the conclusion of the contract
and not for consequential harms caused by defects. As far as it is not a matter of indemnity claims because of
the absence of guaranteed quality, liability for consequential harms caused by defects is only effective if guaranteed
quality comprised the risk of the outcome and the damage is based on its absence.
5. All claims of the buyer and/or orderer because of defective or incorrect supply or of violation of secondary
obligations of the contract become time-barred six months after transfer of perils and that independently from
the legal ground on which they may be based, unaffected by possible warranties – in addition to the warranty
directives which are mentioned here - supplementarily granted by the producer or by us or by other granted
warranties.
6. Our responsibility according to the law on product liability will remain unaffected.
§ 7 Reservation of proprietary rights
1. All delivered goods remain our property (retention goods) until all demands to which we are entitled to
in the context of the business relationship will be fulfilled, especially the respective accounts receivable.
This is also valid for future and qualified receivables, for example at receipt of reverse bills of exchange.
2. Treatment and using up of the retention goods occur for us as producer according to § 9501 BGB without
engagement on our part. The treated and used goods count as retention goods according to article 1.
3. With using up, combination or mixture with other goods by the buyer and/or orderer, the joint ownership in
the new object is due to us in relation to the invoice value of the other used goods. If our right of property expires
by using up, combination or mixture, already now, the buyer and/or orderer conveys to us the rights of
property or entitlement of the new inventory or the new object due to him, to the extent of the invoice value of
the retention goods or, in case of using up, in relation of the invoice value of the retention goods to the invoice
value of the other uses goods and stores them for us free of charge. Our rights of joint ownership are considered
as retention goods according to article 1.
4. The buyer and/or orderer is allowed to resell the retention goods only in the general course of business according
to his normal terms and conditions and as long as he is not in delay, provided that he reserves the
right of property regarding to his own customer and that receivables from the resale are transferred to us according
to articles 5 and 6. He is not allowed to dispose of the retention goods in a differing manner.
Resale also means the use of retention goods for fulfilment of contracts for work and labour as well as of contracts
for labour and materials.
5. Receivables of the buyer and/or orderer emerging from resale of retention goods or from another legal
ground are already now transferred to us. They serve as assurance to the same extent as the retention goods
according article 1.
6. If retention goods are resold by the buyer and/or orderer together with other goods, receivables from resale
are transferred to us at the rate of the invoice value of the retention goods to the invoice value of the other
goods. With resale of goods in which we have shares according to article 3, a part of the receivables, which
corresponds to our share, is ceded to us.
7. The buyer and/or orderer is entitled to collect receivables from resale unless we cancel the collection authorisation.
By our request, he is obliged to immediately inform his customers about the cession to us – as far
as we do not do that ourselves – and to deliver us all information and documentation necessary for collection.
In no case the buyer and/or orderer is authorized to transfer the receivables; this is also valid for factoring of
every description which is not permitted to the buyer and/or orderer, not even with a collection authorisation by
us.
8. Prior to garnishment or another interference by a third person, the buyer and/or orderer has to inform us
immediately.
9. If the value of the existing securities exceeds the secured receivables by more than 10 % all in all, in this
respect, we are obliged to release securities of our own choice by request of the buyer and/or orderer,
§ 8 Securities
We have a right to - in extent and manner - usual securities for our receivables, also as far as they are conditionally
restricted.
§ 9 Quantities, dimensions, qualities
Divergences of quantity,dimension and quality are permitted according to DIN or to the valid practice.
§ 10 Returns
Returns are only possible after prior agreement by phone or in written form, at which the buyer and/or orderer
has to care for adequate packing.
§ 11 Place of fulfilment, place of jurisdiction, choice of law
1. Place of fulfilment is Ensdorf, as far as our order confirmation does not indicate something else.
2. Place of jurisdiction is, for the two parties, the court of law competent for Ensdorf or, at our choice, the court
of law competent for the business location of the buyer and/or orderer.
3. German law is valid for the contractual relations between the buyer and/or the orderer and us, excluding the
United Nations Convention on Contracts for the International Sale of Goods.
4. German is mandatory language for contract agreement. This is also valid if contracts are formulated in another
language in addition to the German language. |
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Matthias-Erzberger Straße 13
D-66806 Ensdorf
Phone + 49 (0) 6831 - 50 69 51
Fax + 49 (0) 6831 - 50 69 58
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