Deliveries, services (hereinafter referred to as products) and offers are made exclusively on the basis of our General Terms and Conditions. These are part of all contracts; they are also valid if no special reference is made to them.
Our terms and conditions only apply to entrepreneurs (§§ 14, 310 BGB). Our terms and conditions apply exclusively. The customer’s terms and conditions do not apply, even if we do not object separately. They do not become part of the contract even if the order is accepted or carried out without reservation.
2 Conclusion of contract
Unless otherwise agreed, our offers are non-binding. They are based on information provided by the customer without knowledge of the customer’s circumstances. He bears the risk that the products offered on this basis meet his needs. We can accept customer offers within 15 working days.
The order confirmation or the delivery note in the case of immediate execution of the order is decisive for the scope and object of the delivery. If these contain changes to the customer’s order, the customer’s consent is deemed to have been given if he accepts the product without reservation and does not object in writing within a reasonable period of time.
The reference to technical standards serves to describe the service and is not a guarantee of quality. Information or illustrations (e.g. weights, dimensions, utility values, resilience, tolerances, drawings and technical data) are only approximate unless the usability for the contractually intended purpose requires an exact match. We only assume a guarantee if we expressly promise it in writing. Obvious errors, printing, writing, arithmetic and calculation errors are not binding and do not justify a claim.
Order changes or extensions by the customer after order confirmation entitle us to adjust the price and extend the delivery time.
Insofar as we provide documentation for certain products, this is available to the customer as a free download from our homepage www.aluplast.de. We can make printed versions of such documentation available to the customer on request against payment. This also applies to additional copies of operating instructions, catalog sheets, etc.
In the absence of a special agreement, the prices in the price list valid on the day of delivery apply.
Unless otherwise agreed, the prices apply ex works plus VAT, excluding ancillary services such as packaging, loading, freight, unloading, transport insurance, assembly, customs, installation, implementation, introduction, training, maintenance, expenses, travel expenses and other expenses.
Unless otherwise agreed, invoices are due immediately net without any deduction. In the case of foreign transactions, delivery can only take place against payment in advance or after a 100% irrevocable and confirmed letter of credit has been provided. Agreed cash discount is deducted from the net invoice amount after deduction of discount, freight costs and other costs. The credit to our account is always decisive.
In the event of a delay in payment, rebates, cash discounts and other benefits are no longer valid.
In the event of a delay in payment and if there are justified doubts about the customer’s ability to pay, we can demand advance payment and/or assert a right of retention with regard to further services. This also applies if our commercial credit insurer refuses to insure the customer claim.
The customer is only entitled to a right of retention and offsetting if his counterclaims are undisputed or have been legally established.
4 Delivery/passing of risk
Unless unreasonable, partial, multiple, short or premature deliveries are permitted.
Delivery times are only approximate unless a fixed delivery time has been expressly promised. Delivery times begin with receipt of the order confirmation, but not before all commercial and technical questions have been clarified and the customer’s obligations to cooperate and advance payment have been fulfilled, unless we are responsible for the delay.
The delivery period is met if the products have left the factory by then or the readiness for dispatch has been reported. After a non-binding delivery date has expired, the customer can only withdraw from the contract if he has previously given us a grace period of at least 30 days with the threat of rejection.
Adherence to the delivery time is subject to timely delivery to ourselves. We will notify you of any delays.
We are not liable for disruptions to performance that affect the obligations of our sub-suppliers, unless we are responsible for the disruptions in performance. Any claims for compensation against sub-suppliers are assigned to the customer. If the delivery is no longer reasonable for the customer, he can withdraw from the contract. Shipping takes place without guarantee of the cheapest kind at the expense and risk of the customer. The customer also bears the risk if the goods are transported by our own vehicles or if delivery free of charge has been agreed. At the customer’s prior instruction and expense, we will insure products and/or transport.
If shipping is delayed due to circumstances for which we are not responsible, the risk passes to the customer on the day of notification of readiness for shipping.
The products must be unloaded immediately upon arrival at the customer. If the unloading is delayed by more than 2 hours, the customer bears the costs of the downtime of the transport vehicle. If the products are exported and cleared through customs, the customer bears the costs of a standstill time of more than 48 hours, without customs clearance of more than 24 hours.
5 Ownership of pallets
Pallets are our property. They are to be returned immediately upon receipt.
Retention of title Until all claims (including all current account balance claims) that we are entitled to against the customer for any legal reason now or in the future have been settled, the customer grants us the following securities, which we will release at our discretion upon request, insofar as their value exceeds the claims by more than 20%:
We reserve title to the products until all payments from the business relationship have been received.
We reserve all rights, in particular property rights and copyrights as well as other intellectual property rights, to all samples, tools, specifications, models, plans, data, drawings, information of a physical and non-physical nature and the like provided to the customer – including in electronic form . Reproduction or transfer to third parties is prohibited.
The following applies for the duration of the retention of title:
Processing or transformation is always carried out for us as the manufacturer, but without any obligation for us. If our (co-)ownership expires through connection, it is already agreed that our (co-)ownership of the uniform item shall pass to us in proportion to the value (invoice value). The customer keeps our (joint) property free of charge.
If our products are installed by the customer as an essential part of a third party’s property, the customer hereby assigns to us the proportionate value of the claim for compensation accruing against the third party or against the person concerned. We accept the assignment. If a property is resold, of which the products have become an essential part, the customer assigns the resulting claims to us as security. We accept the assignment. If the customer is entitled to order a security mortgage according to § 648 BGB, this claim is transferred to us in the specified amount. If the products become an essential part of a property, we can, at our reasonable discretion, demand the granting of a land charge in the amount of the existing claim as security.
Behavior on the part of the customer that is contrary to the contract, in particular default in payment or an application for insolvency (case of enforcement), entitles us to withdraw from the contract and to demand the immediate return of the products or, if applicable, assignment of the return claims against third parties. In this case, the customer has no right of retention. Claims for damages, including claims for compensation for lost profits, remain unaffected. We can satisfy ourselves with the returned products by private sale.
7 Rights to defects
Transport damage must be documented to the carrier. The resale, installation or other use of products that have been the subject of a complaint shall be deemed approval of the products and contractual fulfillment and excludes claims for defects in this respect.
By negotiating complaints, we do not waive the objection that these were not timely, unfounded or otherwise insufficient. Measures to reduce damage do not count as acknowledgment of defects.
We assume no liability for compliance with any special regulations applicable to the customer’s operation or for import or export, or for the existence of necessary permits. The products may only be used in the country for which they were ordered. A re-export is the responsibility and liability of the customer. Contrary to regulations or the non-existence of approvals do not affect the acceptance obligation.
Material-related deviations from the agreed quality and scope as well as changes in the service in the course of technical progress, in the construction, design, size or color are permissible within the tolerances customary in the industry, provided they do not limit the usability for the contractually intended use, no guarantee exists and is reasonable for the customer.
The customer must give us the necessary time and opportunity to carry out a repair or replacement delivery that we deem necessary – at our discretion; otherwise we are released from liability for the resulting consequences. We bear the expenses required for the purpose of remedying the defect, provided these are not increased by the fact that the products have been taken to a location other than the place of performance.
The customer is liable for unjustified requests for rectification of defects if the cause of the defect lies within his area of responsibility and he failed to recognize this at least through negligence. Expenses that are not borne by us as part of the liability for defects will be charged to the customer.
The customer has the right to withdraw from the contract if we allow a period of grace of at least 30 days for rectification or replacement delivery due to a material defect to elapse without result. The right to a price reduction is excluded unless there is only an insignificant defect, the defect was fraudulently concealed or relates to a quality guarantee.
In the event of unsuitable or improper use, incorrect assembly or commissioning by the customer or third parties, non-observance of the manufacturer’s processing guidelines, natural wear and tear, incorrect or negligent treatment or storage, improper maintenance and care, unsuitable operating materials, chemical, electrochemical, electrical or environmental influences no guarantee is given unless we are responsible for this.
The same applies to materials that do not correspond to the original specifications, unless the defect is not based on them.
The customer’s right of recourse according to § 478 BGB only exists insofar as the customer has not made any agreements with the consumer that go beyond the statutory claims for defects.
Unless otherwise agreed, claims for defects become statute-barred one year after handover/delivery, unless the law prescribes longer periods in accordance with Section 438 Paragraph 1 No. 2 (buildings and objects for buildings), the defect was fraudulently concealed or relates to a guarantee .
We are liable in accordance with the statutory provisions for damage resulting from injury to life, limb or health which is based on a culpable breach of duty by us, our legal representatives or vicarious agents.
The following applies to other damage caused by us, our legal representatives or vicarious agents:
The right of withdrawal to which the customer is entitled by law is not affected by the limitation of liability and the exclusion of liability.
Exclusion and limitation of liability apply to contractual, pre-contractual and quasi-contractual as well as tortious claims, but not to claims under the Product Liability Act or if we have fraudulently concealed a defect, we have assumed a guarantee or if damage is covered by our business liability insurance. The customer will maintain his own insurance to the extent customary in the industry (e.g. business interruption insurance).
of liability If liability is limited to foreseeable damage typical of the contract, liability per damage is limited to three times the order value concerned. To the extent that our insurer takes responsibility for the damage and makes payment, we are also liable beyond that.
10 Intellectual Property Rights/Confidentiality
If the use of the products leads to an infringement of commercial or copyright property rights, we will, at our discretion and at our expense, either obtain a right of use for the customer or change the products in such a way that the property right is not violated or replace them with products that conform to property rights . If this is not possible for us under reasonable conditions, the customer has the right to withdraw from the contract.
The customer will treat all contract content, in particular prices and discounts, know-how and other business secrets, as strictly confidential and will not pass on any information, documentation, drawings or other documents to third parties or make them accessible in any other way without our express written consent. This does not apply if this content is public knowledge without violating the duty of confidentiality. The customer will also impose the confidentiality obligation on his employees and affiliated companies as well as third parties to whom the content is made accessible. We may name the customer and the project as a reference.
11 Final Provisions
The General Terms and Conditions also apply to companies affiliated with the customer within the meaning of Section 15 of the German Stock Corporation Act. Customer shall impose these GTC on its Affiliates.
The customer is not entitled to transfer rights from this contract to third parties without our consent. § 354 a HGB remains unaffected.
German law applies. Unless otherwise agreed and independent of the agreed Incoterm, our place of business is the place of performance. If the customer is a merchant, the exclusive place of jurisdiction is our place of business. However, we are also entitled to sue the customer at his place of residence.
Changes and additions to the contract that are not based on an individual agreement must be in writing. This also applies to a waiver of the written form requirement.