General Terms and Conditions of the company Alpha Technologies GmbH
§ 1 General- Scope of Application
These General Terms and Conditions shall be valid for all current and future business relations.
Divergent, contradictory or supplementary General Terms and Conditions shall not become part of the agreement, even if known, unless their validity is expressly consented to. The terms set forth below shall have the following meanings when used in these General Terms and Conditions:
Consumers: natural individuals who enter into business relations with us without being classified as a trade or independent activity;
Businessmen: natural individuals, or legal entities or partnerships who or which act in the line of their trade or independent activity;
Customers: both consumers and businessmen.
§ 2 Conclusion of the Agreement
Our offers shall be subject to changes.
No agreements, including supplements, amendments and collateral agreements, shall be binding unless in writing.
If documents like drawings, figures, technical specifications are part of our offers, they shall be decisive for the quality of the goods delivered by us only insofar as their validity is expressly indicated.
For the rest, technical modifications as well as changes in the form, color and weight within a reasonable scope shall be reserved.
If the Customer orders via electronic channels, we will confirm the receipt of the order immediately. The confirmation of receipt is not deemed to be a confirmation of the order, but can be combined therewith.
If the Customer orders via electronic channels, the wording of the agreement will be stored by us and sent to the Customer on his request together with these General Terms and Conditions.
§ 3 Prices and Terms of Payment
Our prices shall be ex works of the manufacturer, unless ex warehouse Alpha Technologies GmbH is expressly agreed.
VAT, packaging, freight, postage and insurance as well as design, mounting and starting-up
costs shall be excluded.
In the event that the Businessman does not pay within the agreed terms of payment, we shall be entitled to demand a penalty interest of 8% above the base interest rate for the period of default. We reserve to demonstrate higher damages due to default and assert these. A penalty interest of 5% above the base interest rate shall be applicable to the Consumer, if he is in default. The Customer shall only be entitled to offset amounts if the counterclaims are legally enforceable or undisputed.
The Customer shall only be entitled to retain amounts if the counterclaims result from the same contractual relationship.
The Customer shall only be entitled to assert claims against us directly, and such claims shall not be assignable.
§ 4 Delivery
Delivery date and deadline must be confirmed in writing. They shall become binding only if they are expressly confirmed as fixed in the agreement.
Conclusion of the agreement with respect to delivery date and deadline shall be subject to correct and punctual delivery of our supplier. This shall only apply if we are not responsible for the non-delivery.
The Customer shall be immediately informed of non-availability of the goods. Any return
which has already been rendered, shall immediately be reimbursed.
§ 5 Retention of Title
In the case of agreements with Consumers, title to the delivered goods shall remain in us until the purchase price has been paid in full. In the case of agreements with Businessmen, title to the delivered goods shall remain in us until all claims resulting from the current business relations are settled in full. The Businessman shall be entitled to resell the goods in the ordinary course of business. He already assigns to us at this point all claims to the amount of the invoice total against third parties accruing to him as a result of the resale. We accept this
assignment. The Businessman shall be entitled to collect the claim against the third party on his own. We reserve the right to collect the claim on our own, if the Businessman is in arrears with the payments he ows to us and does not fulfill his contractual obligations duly. The Customer shall be obliged to give us immediate notice of disposal of the goods by third parties, e. g. pledging. The same shall apply to damages, deteriorations or destruction of the goods.
If the Customer does not comply with contractual obligations as set forth above, we shall be entitled to withdraw from the contract and to demand the return of the goods.
§ 6 Warranty
We shall warrant that the delivered goods are manufactured free of defects and are in perfect working order in accordance with the agreed technical specifications.
The Customer shall not receive any guarantee from us, unless otherwise agreed in writing.
Businessmen must give us written notice of apparent defects within 2 weeks after consignment of the goods, otherwise the assertion of warranty claims shall be excluded. The notice period shall be observed if the notice is posted in time. The full burden of proof for all claim prerequisits, in particular for the defect itself, the moment of discovery and punctuality of the notice, shall lie with the Businessman.
If the Customer is a Businessman, we give warranty, at our discretion, by repair or substitute delivery.
Should the subsequent fulfilment fail, the Customer shall be entitled to demand, at his discretion, or the reduction of the purchase price, or the withdrawal from the agreement. In the case of slight breach of agreement, in particular minor defects, the Customer shall not be entitled to withdraw from the agreement.
The warranty period for the Businessman shall be 1 year after consignment of the goods.
§ 7 Limitation of Liability
In the event of slightly negligent breach of obligation our liability shall be limited to the direct average damage which, due to the nature of goods, is foreseeable and typical for this kind of agreement.
Said limitation of liability shall not apply to Customer’s claims resulting from product liability, or claims for bodily defects and health damages which we are responsible for. Liability shall be excluded if the defect results from improper handling or use, incorrect assembly, fitting or starting-up or improper modifications of the goods. Liability for ordinary wear shall be excluded.
§ 8 Governing Law, Juristdiction, Miscellaneous
This agreement shall be governed by the laws of Germany. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. If the Customer is a merchant, legal entity under public law or special assets of the Federal
Government, the sole forum for all disputes arising out of this agreement shall be the place of our registered office. Should several provisions of this agreement be or become invalid, the validity of the remaining provisions shall not be affected.