This text is a translation of our General Terms and Conditions from the German language and is not binding. Only the German version is binding.
Our general terms and conditions cover all services, sales and deliveries from our side. The general terms and conditions of our customers are not legally binding, even if we do not expressly contradict them. It is irrelevant whether deviating conditions are rejected in our customer’s terms and conditions of purchase.
By placing an order, the customer accepts our terms and conditions of sale and delivery. Under no circumstances does the order process constitute an acceptance of the customer’s terms and conditions of purchase. Statements to the contrary on the customer’s order cannot be asserted either.
1. Offers and checks
We shall clearly indicate firm offers. All offers not explicitly designated as firm offers are without exception subject to change. All details and documents accompanying the offer, for example illustrations or details of dimensions and weights, are to be understood as merely indicative. It follows from this: If there are deviations, these do not entitle the customer to object to the offer or to reduce the price.
We are happy to advise our customers on the technical aspects of our products and services. These consultations are based on our experience and are non-binding. They do not exempt the customer from carrying out his own application and suitability tests.
Where applicable and not otherwise stated, we supply all goods in accordance with EN 546/573.
2. Conclusion of contract
Acceptance of an order on our part is subject to written confirmation.
In the case of intra-community export deliveries and triangular transactions without VAT, AlFiPa shall provide a confirmation of receipt at the time of delivery. The buyer undertakes to return this with signature, date, company stamp and date of receipt of the goods.
The basic condition for the conclusion of a contract is the solvency of the customer. If this appears uncertain, we may insist on payment in advance. If the customer refuses this method of payment, we are entitled to withdraw from the contract. The customer cannot make any claims of any kind against us in this context.
3. Prices and terms of payment
All prices are ex works – unless otherwise agreed. Freight and packaging costs as well as value added tax are not included in these prices.
Unless otherwise agreed, the customer is obliged to pay without deduction within 30 days of the invoice date. We do not grant any cash discount. We only accept payments by bank transfer to our bank accounts – in the Euro area as SEPA transfer. The costs of the money transfer shall be borne by the customer.
If the customer does not comply with the terms of payment or if serious doubts arise as to his creditworthiness, this shall result in the immediate maturity of our claims. We are entitled to demand securities or advance payments for deliveries that are still outstanding. Furthermore, we are entitled to withdraw from the contract following a reasonable period of grace or to demand compensation from the customer for non-fulfilment of the contract. Furthermore, we may prohibit the customer from reselling the goods. We are permitted to retrieve unpaid goods. All costs in this context shall be borne by the customer.
Ten days after the due date, default occurs according to §286 III BGB without further reminder. The default interest amounts to 14%, at least €50.00. In addition, we reserve the right to prove a higher damage.
Customers who are themselves merchants or traders have no possibility to assert a right of retention. The same applies to the defence of non-fulfilled or defectively fulfilled contracts. All other customers have a right of retention. However, they may only assert it if it can be derived from one and the same contractual relationship.
Set-offs are excluded. Exception: claims that have been legally established or are undisputed. In this case it is possible to set them off against claims.
4. Delivery quantities
We can increase or decrease the scope of delivery by up to 10 percent in relation to the quantity ordered. If the standards or industry guidelines of the ordered products allow larger tolerance deviations, this value shall apply.
We are permitted to process the total scope of delivery in partial deliveries.
5. Delivery dates, delay, impossibility and breach of secondary obligations
For each order placed, all necessary documents such as samples, technical data and drawings must be available. The delivery period shall then commence.
All delivery dates shall be served to the best of our ability. The prerequisite for this is compliance with the contractual obligation with regard to the primary material works. However, a guarantee of the delivery deadlines is excluded.
Unforeseeable force majeure or other events for which we are not responsible may make delivery difficult or prevent it altogether. We reserve the right to discontinue or restrict delivery during this time or to withdraw from the delivery contract altogether. This shall apply for the duration of the impeding circumstances and a reasonable restart period. Claims for damages by the customer against us are not admissible in this case.
In principle, the customer has a right to claim damages in the event of delay, an impossibility for which we are responsible or other breaches of contract. However, the customer must prove intent or gross negligence on our part. All damages not foreseeable by us and remote damages are excluded from compensation. This exclusion also includes damages for which the customer is held liable by others. In such a case of recourse, the customer shall only be entitled to damages under one condition: he must have notified us in writing of the third party including his obligation to perform upon conclusion of the contract and explicitly pointed out the resulting risk of damage.
The number of damages shall in any case be limited to ten percent of the consideration to be borne by the customer.
If negligent infringements of rights occur in the context of non-contractual claims, all claims for damages shall be excluded. The customer shall be obliged to indemnify us against all claims for damages which infringe the rights of third parties within the scope of our execution of the order.
The customer remains obliged to counter-performance if he delays our performance or makes it impossible through his fault.
6. Shipping, transfer of risk and retention of title
We select the packaging as well as the mode and route of dispatch at our best discretion. Special agreements with the customer are excluded from this. We exclude any liability.
Unless otherwise agreed, packaging is not included. We charge for it proportionately and separately. We do not take back packaging material.
As soon as our delivery leaves the factory, the customer is liable for damage or loss. The risk is therefore transferred to the customer at this point. This also applies to carriage paid deliveries. We insure our goods against damage if the customer requests this in writing.
We assert reservation of title to the delivered and possibly resold goods as well as to the items resulting from their treatment or processing until complete fulfilment of all claims arising from the contract. The owner is AlFiPa GmbH & Co. KG.
Our goods may be processed and sold by the customer – proper business operations provided. The pledging or transfer of ownership of the goods by way of security is prohibited.
If, in the course of further processing, the goods are mixed or combined with other goods not originating from us, our retention of title shall nevertheless remain in full force and effect. It shall then apply to the share which our product has in the newly created product
If the customer resells our product, he shall be obliged to reserve our title. If a contract of sale exists, the customer must assign his claims from this contract to us. This applies as long as he has not yet settled our claims that we have against him as a customer. Despite the assignment agreement, the customer is entitled to assert his above-mentioned claims in full if he fulfils his payment obligations towards us. Our direct debit authorization remains unaffected by the procedure. We are entitled to demand all relevant information from the customer regarding the assertion of the rights. The customer must provide us with all relevant documents.
If the customer is seized, confiscated or similarly seized, he must inform us of this circumstance as soon as possible. He shall be obliged to disclose any claims we may have against third parties. Furthermore, he must support us in every possible way in asserting our rights.
7. Complaints
There are exclusion criteria for complaints. If the customer makes changes to the goods without our consent, we do not recognise the complaint. The same applies to defects caused by improper handling or storage. This presupposes the storage of our goods in dry, ventilated rooms protected against moisture and rain. Temperature fluctuations often lead to condensation and must be avoided.
Six months after delivery, all contractual and statutory warranty claims of the customer become time-barred.
We undertake to repair defective goods or to provide an appropriate subsequent delivery. Prerequisite for this: The defect lies within our area of responsibility. Any further customer claims are excluded. This applies in particular to compensation for damage outside the delivery item.
Should the customer discover defects in our products with regard to quantity or quality, he must notify us of these complaints immediately in writing. Defects must be reported within eight days after receipt of the goods. After expiry of this notification period, the warranty claim is void.
We shall only remedy defects if the customer fulfils his contractual obligations. This applies to previous orders and to the current order. In the latter case, his contractual obligations are fulfilled if they correspond to the value of the delivery item.
8. Miscellaneous
German law shall apply exclusively. The place of fulfilment, jurisdiction and enforcement for both parties is exclusively Cologne or the competent German court, irrespective of the amount, also for CIP, DAP and FCA transactions. Payable exclusively in Cologne.
These terms and conditions shall not affect any rights accruing to us under the laws of the Federal Republic of Germany.
The subheadings in this text are purely for the purpose of making it easier to find the desired passages and do not form part of the content.
Additions and amendments to our General Terms and Conditions and the contract of sale are invalid as are any assurances or subsidiary agreements – unless we confirm them to you in writing.
Our General Terms and Conditions remain legally valid as a whole, even if individual provisions should be or become invalid