OUR TERMS AND CONDITIONS FOR PURCHASING
General Conditions of Purchase of alimex GmbH precision in aluminum
1 General – Scope
(1) Our Terms of Purchase apply exclusively; We do not recognize any conflicting, supplementary or deviating conditions of the supplier, unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we unconditionally accept the supplier’s delivery in knowledge of terms and conditions of the supplier that conflict with or deviate from our conditions of purchase. These terms and conditions also apply to all future business relationships of the parties, even if they are not expressly agreed again.
(2) All agreements made between us and the supplier for the purpose of executing this contract shall be set out in writing in this contract. Verbal, deviating agreements, side agreements as well as promises of representatives require in each case to our effectiveness our written confirmation. Compliance with the written form is a prerequisite for the effectiveness of oral agreements. The waiver of the written form requirement also requires the written form.
(3) Our terms of purchase apply only to entrepreneurs in accordance with § 14 BGB.
2 Offer – Offer documents
(1) The supplier is obliged to accept our order in writing within a period of 2 weeks. After the deadline, we are no longer bound to our order.
(2) We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for the production on the basis of our order; After completion of the order, they must be returned to us unsolicited. They are to be kept secret from third parties. To this extent, the provision of § 9 (4) applies in addition.
3 Prices – Terms of payment – Prohibition of assignment
(1) The price stated in the order is binding. Unless otherwise agreed in writing, the price includes free delivery, including packaging. The return of the packaging requires a special agreement.
(2) VAT is included in the price.
(3) We can only process invoices if they – as specified in our order – indicate the order number given there; The Supplier is responsible for all consequences of non-compliance with this obligation, unless he can prove that he is not responsible for them.
(4) Unless otherwise agreed in writing, we pay the purchase price within 14 days, calculated from delivery and receipt of invoice, with 2% discount or within 30 days after receipt of invoice net.
(5) Offsetting rights and rights of retention are legally available to us.
(6) The supplier is not entitled to assign individual or all claims against alimex to third parties without the express written consent of alimex. A transfer of the order from alimex to third parties is also prohibited without the prior consent of alimex.
4 Delivery time
(1) The delivery time specified in the order is binding.
(2) The supplier is obliged to notify us immediately in writing if circumstances occur or become apparent to him, from which it emerges that the conditional delivery time can not be met.
(3) In case of delay in delivery we are entitled to the legal claims. In particular, we are entitled to demand damages instead of performance and rescission after fruitless expiry of a reasonable period. If we demand damages, the supplier has the right to prove that he is not responsible for the breach of duty.
5 Transfer of risk – Documents
(1) Unless otherwise agreed in writing, delivery shall be free domicile.
(2) The supplier is obliged to indicate exactly our order number on all shipping documents and delivery notes; If he fails to do so, delays in processing are not our responsibility.
6 inspection of defects – liability for defects
(1) We are obliged to examine the goods within a reasonable period of time for any quality and quantity deviations; the complaint is timely, provided that it is received by the supplier within a period of 5 working days, calculated from the time of receipt of the goods or in the case of hidden defects as of discovery.
(2) The statutory claims for defects are unconditional; In any case, we are entitled to demand from the supplier, at our discretion, removal of defects or delivery of a new item. The right to compensation, in particular for damages instead of performance, is expressly reserved.
(3) We are entitled to remedy the defect ourselves at the Supplier’s expense if there is a risk of default or special urgency.
(4) The limitation period is 36 months from the transfer of risk.
7 Product Liability – Exemption
(1) If the supplier is responsible for a product damage, he is obliged to indemnify us from claims for damages of third parties on first request, as the cause is set in his domination and organization and he is liable in the external relationship itself.
(2) Within the scope of his liability for claims in the sense of paragraph (1), the supplier is also obliged to reimburse any expenses pursuant to § 683, 670 BGB and § 830, 840, 426 BGB arising out of or in connection with one of our recalls. We will inform the supplier as far as possible and reasonable about the content and extent of the recall measures to be carried out and give him the opportunity to comment. This does not affect any other statutory claims.
8 Property Rights
(1) The Supplier warrants that in connection with its delivery no rights of third parties within the Federal Republic of Germany are violated.
(2) If we are claimed by a third party, the supplier is obliged to indemnify us against these claims upon first written request; We are not entitled to make any agreements with the third party without the consent of the supplier, in particular to conclude a settlement.
(3) The Supplier’s obligation to indemnify relates to all expenses that necessarily arise for us from or in connection with the claim by a third party.
(4) The period of limitation is ten years, calculated from the conclusion of the contract.
9 Retention of title – Provision – Tools –
Confidentiality (1) If we provide parts to the supplier, we reserve the ownership hereby. Processing or transformation by the supplier are made for us. If our reserved goods are processed with other objects not belonging to us, we acquire co-ownership of the new object in proportion to the value of our goods (purchase price plus VAT) to the other processed objects at the time of processing.
(2) If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion of the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of Mixing. If the mixing takes place in such a way that the supplier’s item is to be regarded as the main item, it shall be deemed to have been agreed that the supplier assigns co-ownership pro rata to us; the supplier keeps the sole property or co-ownership for us.
(3) We reserve the ownership of tools; the supplier is obliged to use the tools exclusively for the production of the goods ordered by us. The supplier is obliged to insure the tools belonging to us at replacement value against fire, water and theft damage at his own expense. At the same time, the supplier hereby assigns to us all claims for compensation under this insurance; We accept the assignment. The supplier is obliged to carry out any required maintenance and inspection work on our tools as well as all maintenance and repair work at his own expense in good time. He must notify us of any incidents immediately; If he fails to do so culpably, claims for damages remain unaffected.
(4) The supplier is obliged to keep all received illustrations, drawings, calculations and other documents and information strictly confidential. They may only be disclosed to third parties with our express consent. The secrecy obligation also applies after execution of this contract; it expires if and insofar as the manufacturing knowledge contained in the provided illustrations, drawings, calculations and other documents has become generally known.
(5) Insofar as the security rights to which we are entitled in accordance with para. (1) and / or para. (2) exceed the purchase price of all our unpaid reserved goods by more than 10%, we shall, at the request of the suppliers, release the security interests at our discretion Committed.
§10 Jurisdiction – Place of performance – applicable law
(1) If the supplier is a merchant, our place of business is the place of jurisdiction; however, we are entitled to sue the supplier at his place of residence.
(2) Unless otherwise stated in the order, our place of business is the place of performance.
(3) Relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany. The application of UN Sales Convention (CISG) is excluded.
OUR TERMS AND CONDITIONS OF SALE
Terms of sale, delivery and payment
I. Scope
We sell and deliver exclusively under the conditions listed below. If our conditions deviate from those of the purchaser, the conditions of the purchaser shall not become part of the contract even if we do not contradict these conditions. Verbal, deviating
agreements, ancillary agreements as well as pledges of representatives require in each case to our effectiveness our written confirmation. Compliance with the written form is a prerequisite for the effectiveness of oral agreements. The waiver of the written form requirement also requires the written form. These terms and conditions also apply to all future business relationships of the parties, even if they are not expressly agreed again.
II. Offer and prices, freight basis
Our offers are non-binding. The prices are ex works / warehouse. They are basic prices excluding packaging, freight and VAT, unless otherwise agreed in writing. If duties or other third-party costs included in the agreed price change later than four weeks after conclusion of the contract, or if they re-emerge, we shall be entitled to a price change to the appropriate extent. We reserve the right to increase the agreed price for quantities not yet delivered if, due to a change in the raw material and / or economic situation, circumstances arise which make the production and / or purchase of the product considerably more expensive than the time of the price agreement.
III. Transfer of risk
The risk of loss and / or deterioration of the goods shall pass to the customer as soon as the delivery has been loaded or made available to the customer. The risk is transferred to the purchaser even if he is in default with the acceptance of the goods. The transport of the goods is always at the risk of the buyer, even with sales carriage paid or fob. The choice of means of transport remains reserved to us in these cases.
IV. Warranty
The purchaser must examine the object of purchase immediately after delivery for any defects and quantity deviations and notify the seller of any defects and quantity deviations immediately in writing. If the customer fails to report the defect immediately, in time or in form, the goods shall be deemed approved in view of this defect. If the buyer does not immediately give alimex the opportunity to convince himself of the material defect, in particular if he does not provide the rejected goods or samples thereof immediately upon request, all rights due to the material defect shall be void. Insofar as a complaint is duly substantiated, alimex will, at its discretion, provide replacement free of charge or have the one-time right to remedy the defect. alimex is committed exercise the right to vote no later than 10 days after receipt of the notice of defect. Otherwise, the right to vote passes to the buyer. If the repair or replacement fails, the buyer is entitled, at his discretion, to demand the rescission of the contract (conversion) or a corresponding reduction of the agreed price (reduction). The warranty period for the purchase of new items is one year. The purchaser may not make any changes to the delivered goods after detecting a defect or undertake the rectification himself without alimex being in default herewith. Otherwise, any warranty is excluded. to demand the rescission of the contract (conversion) or corresponding reduction of the agreed price (reduction). The warranty period for the purchase of new items is one year. The purchaser may not make any changes to the delivered goods after detecting a defect or undertake the rectification himself without alimex being in default herewith. Otherwise, any warranty is excluded. to demand the rescission of the contract (conversion) or corresponding reduction of the agreed price (reduction). The warranty period for the purchase of new items is one year. The purchaser may not make any changes to the delivered goods after detecting a defect or undertake the rectification himself without alimex being in default herewith. Otherwise, any warranty is excluded.
V. Limitation of Liability
For breach of contractual and non-contractual obligations, in particular due to impossibility, delay, culpa in contract and tort, alimex is liable – even for their officers and other vicarious agents – only in the case of intent and gross negligence, limited to foreseeable at the conclusion of the contract typical damage , These limitations do not apply to culpable violation of essential contractual obligations, as far as the achievement of the purpose of the contract is at risk, in cases of mandatory liability under the Product Liability Act, in case of damage to life, limb and health and also not if and insofar alimex defects of the thing fraudulently concealed or guaranteed their absence. The rules on the burden of proof remain unaffected.
VI. Delivery and acceptance deadlines
The delivery times specified by us always apply to the time of delivery ex works / warehouse. Non-observance of delivery dates due to unforeseen events (eg difficulties in obtaining raw materials and materials) or force majeure does not entitle the buyer to defer us or to withdraw from the contract. The delivery period is extended appropriately by the duration of the disability. Our obligation to deliver is subject to correct and timely self-delivery, unless the incorrect or late self-delivery is our fault. If fulfillment becomes impossible or unreasonable for us, we are entitled to withdraw from the contract without compensation. Fixed transactions require express written confirmation. Partial services and / or call-offs from call-off orders must be requested by the buyer in good time so that proper fulfillment by us is possible. The costs for a decrease under special conditions take over the orderer. alimex is entitled to partial deliveries.
VII. Right of withdrawal
Prerequisite for the delivery obligation is the unconditional creditworthiness of the customer. If, after conclusion of the contract, we obtain information which does not render the granting of a credit in the amount arising from the contract wholly unobjectionable or if there are facts which give rise to doubts in this regard, in particular a significant deterioration in the financial situation, suspension of payments, business prospects, Insolvency, liquidation of business, transfer, etc. or if the customer pledges or pledges as security for other creditors or fails to pay due invoices despite reminder, we are entitled to demand advance payments or security or to withdraw from the contract or to claim damages To demand non-performance or, as far as other payments than cash are agreed, to demand cash payment. In addition, outstanding invoice amounts are due immediately, regardless of their due date.
VIII.
Retention of title alimex retains ownership of the goods until all of its claims against the purchaser arising from the business relationship, including claims arising in the future – also from contracts concluded at the same time or later – are fulfilled. This also applies if individual or all claims of alimex were included in a current account and the balance is drawn and recognized. The buyer is entitled to resell the reserved goods in the ordinary course of business only on the condition that he already assigns to alimex all claims that accrue to him from the resale against the buyer or against third parties, and these claims actually
effectively transition to alimex. If reserved goods are sold unprocessed or after being processed or combined with items that are exclusively the property of the buyer, the buyer hereby assigns all claims arising from the resale to alimex in full. If the reserved goods are sold by the purchaser – after processing / connection – together with goods not belonging to alimex, the purchaser hereby assigns the claims arising from the resale to alimex in the amount of the value of the reserved goods with all ancillary rights. alimex hereby accepts the foregoing assignments. The buyer is revocably authorized to collect the assigned claims. The power of alimex to collect the claims itself remains unaffected; however, alimex is committed to not to collect the claims as long as the Buyer duly fulfills its payment and other obligations. alimex may require the buyer to disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the related documents and notify the debtors of the assignment.
Any processing or processing of the reserved goods shall be carried out by the purchaser for alimex, without any obligations arising therefrom. In the case of processing, combining, blending or mixing the reserved goods with other goods not belonging to alimex, alimex shall be entitled to co-ownership of the new object in proportion of the value of the reserved goods to the other processed goods at the time of processing, combining, mixing or blending too. If the buyer acquires sole ownership of the new item, the parties agree that the buyer grants alimex co-ownership of the new item in proportion to the value of the processed or combined, mixed or blended retained goods and stores this for alimex free of charge. If in connection with the payment of the purchase price by the purchaser a mutually alternating liability of alimex is justified, then the retention of title as well as the underlying demand from deliveries of goods does not expire before redemption of the bill of exchange by the purchaser as the purchaser. If the value of the existing securities exceeds the claims to be secured by more than 20%, alimex is obliged to release them at the request of the buyer. Alimex alone is entitled to select the securities to be released. alimex is entitled at any time to demand the surrender of the objects in its possession, in particular to assert the rights of segregation or assignment of the claim for the consideration in insolvency proceedings, if the fulfillment of its claims by the purchaser is endangered, in particular the assets of which the insolvency proceedings are opened or whose financial circumstances deteriorate significantly. The assertion of the retention of title as well as the return and garnishment of the delivery items by alimex shall not be considered a withdrawal from the contract. In the event of seizure or confiscation of the reserved goods or other dispositions or interventions by third parties in the rights of alimex, the purchaser must notify alimex immediately and in coordination with alimex, do everything necessary to avert the danger. Insofar as it is advisable to protect the goods subject to retention of title, the purchaser shall, at the request of alimex, assign all possible claims against third parties to alimex. The Buyer is obliged to reimburse all damages and costs – including legal and attorney’s fees –
IX.
Terms of payment The buyer may neither withhold the payment nor offset it with counterclaims, unless alimex has recognized these counterclaims or insofar as a legally valid title exists. Invoices are due within 30 days of the invoice date, unless otherwise agreed. In case of late payment we will charge default interest of 8% above the base rate from the due date. Bills of exchange can only be accepted subject to the discounting options. Discount charges and stamp costs are charged to the buyer.
X. Place of fulfillment and place of jurisdiction
For all obligations arising from contracts with us, the place of fulfillment is Willich. The parties agree – as far as legally permissible – the exclusive place of business of alimex.
alimex is also entitled to sue the contracting party at its registered office. The contract is exclusively subject to German law. The applicability of the CISG is excluded. These conditions exist in German and English. In the event of a deviation, the German version takes precedence.
