General Terms and Conditions for ALIGA-Tor GmbH

Version: 01/08/2012

 

 

The basis for an enduring and lasting business relationship is formed not by the contractual conditions

but by a spirit of cooperation built on mutual trust. The following General Terms and

Conditions of Business are in addition to the statutory provisions which create the framework for the

legal relationships we maintain with our customers.

 

 

 

1. General

 

1.1 The following terms and conditions apply to all contracts and contractual offers by ALIGA-Tor GmbH

unless mandatory statutory regulations take precedence. Any potentially

conflicting terms and conditions of business on the part of the contractual partner are herewith expressly

rejected.

1.2 Orders, ancillary agreements, amendments and other agreements may only

enter into effect with our written confirmation. Our employees and vicarious agents are not authorised

to provide agreements or undertake amendments to the contract text.

1.3 The offers contained in brochures, advertisements etc., including price information, are

non-binding and subject to change.

 

 

 

2. Scope of delivery

 

2.1 The scope of services and delivery by ALIGA-Tor GmbH are set out in the

order confirmation.

ALIGA-Tor GmbH reserves the right to make design changes and other technical

improvements and adjustments to the system offered or ordered and replacement parts up until

completion and installation without the prior consent of the customer provided these are in compliance with DIN standards

and are not deleterious to quality, performance or other technical specifications

.

2.2 Delivery and installation times are non-binding until the order has been accepted. Fixed delivery and

installation deadlines shall only be binding if they have been agreed in writing. When delivery and

installation times have been agreed, only working days are counted and not Saturdays.

2.3 The delivery deadline is considered met when the shipped item has left the ALIGA-Tor

GmbH premises or the customer has received notification of its readiness for dispatch. Should the delivery be delayed,

we shall be in default if the customer issues a reminder, and we shall thereupon be granted a reasonable extension period

. If ALIGA-Tor GmbH does not complete its services within the reasonable extension period, in spite of notifying the customer,

the customer shall be entitled to request

damages for the delay for every completed calendar week of delay after the waiting period has expired in an amount up to

0.5% of the order value for the scope of services that were not promptly executed,

however not to exceed 5% of the damages incurred by the delay if it is possible to prove that

damages in at least this amount have been incurred. Any further damage claims

by the customer in the event of delayed delivery or delayed completion, including after expiry of the

extension period set by ALIGA-Tor GmbH, shall be excluded to the extent that such an exclusion

is permitted by law.

2.4 If the delivery or the installation is delayed due to the customer’s request or for reasons

which are its responsibility,

the costs resulting from storage at the ALIGA-Tor GmbH warehouse or

at least 0.2% of the order value shall be invoiced for each day beginning 14 days after notification of the delivery or service readiness, unless the customer proves

lesser damages for ALIGA-Tor GmbH. Should impossibility of performance occur during the

acceptance delay or through the customer’s fault, it shall nevertheless be obliged to

compensate.

2.5 In the event of force majeure, sales or traffic problems, fire damage,

flooding, operational malfunctions or strikes at ALIGA-Tor GmbH or its

suppliers, the obligations under this contract shall be suspended for the duration of the

disruption.

2.6 Partial deliveries are permitted.

 

 

 

3. Prices and terms of payment

 

3.1 The prices listed in the offer or the order confirmation plus

value added tax at the applicable statutory amount are the valid prices.

3.2 Invoices are due in full within 10 days of the invoice date. Any deviating

term of payment must be agreed upon. The term of payment shall be considered met when ALIGA-Tor

GmbH has the payment available by the expiry of the deadline for payment. Incoming payments are

offset first against fees and interest, then against the main balance due, of which the

oldest balance item will be offset first.

3.3 If the payment term has been exceeded, interest for default shall accrue at the legal rate

(§ 288 BGB (German Civil Code)) starting from the due date indicated on the invoice. ALIGA-Tor GmbH

retains the right to verify higher interest for default and to invoice these.

3.4 The customer shall only be entitled to enter counter claims if these have been judicially

established or are uncontested. The customer shall only have the right of retention in the cases indicated in

section 5 of these GTC.

3.5 In the event of default in payment or insolvency proceedings by the customer, all of the

claims to the benefit of ALIGA-Tor GmbH shall be immediately due.

 

 

 

4. Retention of title

 

4.1 ALIGA-Tor GmbH remains the sole proprietor of all goods and materials delivered by ALIGA-Tor GmbH

until they have been fully paid for. All deliveries shall be considered as one

coherent delivery transaction. If there is an open account, the property subject to retention of title shall be

considered as security for all monetary claims.

4.2 Should the customer commit acts in breach of contract, especially if there is default on payment, ALIGA-Tor

GmbH is entitled to take the delivered goods back and to retain any outstanding deliveries

without this act being seen as terminating the contract. Termination must always

be explicitly in written form. In the event of section 1, ALIGA-Tor GmbH shall be entitled to sell the product;

the proceeds from the sale minus the selling expenses shall be charged to the liabilities of the customer

.

4.3 If the product delivered by ALIGA-TOR GmbH has been combined into a unit with other objects

by the customer, or has been modified or transformed, ALIGA-Tor GmbH shall become

co-owner of the new goods.

4.4 If the customer resells the goods delivered by ALIGA-Tor GmbH,

the customer hereby relinquishes to ALIGA-Tor GmbH already at this point in time any claims against its customers arising from the sale, including any

additional rights (e.g. also claims from other means of security) until the complete redemption of all

receivables owed to ALIGA-Tor GmbH.

4.5 ALIGA-Tor GmbH may require that the customer notifies the third party that the claims have been

relinquished; it agrees to provide the necessary information to ALIGA-Tor GmbH to validate the assertion of the claims

and to hand over the documents.

4.6 The customer agrees to notify ALIGA-Tor GmbH promptly of any pledge on the goods under retention of title

in writing so that the rights under § 771 ZPO (Code of Civil Procedure) may be

preserved. In so far as the third party is not in the position to reimburse ALIGA-Tor GmbH the legal

and non-legal costs of an action under § 771 ZPO, the customer shall be liable for the

resulting financial loss.

4.7 ALIGA-Tor GmbH shall release the above mentioned securities in so far as the value of the

receivables to be secured exceeds 20%.

4.8 In so far as the retention of title is invalid for legal reasons, the customer shall be

obliged to meet the receivables of ALIGA-Tor GmbH in another legal way and to

cooperate in the required measures.

 

 

 

5. Defects and liability

 

5.1 If the promised features are not evident, or if there are defects, ALIGA-Tor GmbH may

repair or deliver a replacement at its own discretion free of charge. The customer agrees to grant an

reasonable delivery period which takes the delivery times of its suppliers into account. If an effort to

improve the problem fails, a one-time deadline under section 1 is to be granted.

5.2 In so far as there are no mandatory statutory regulations to the contrary, any further claims

by the customer shall be excluded. ALIGA-Tor GmbH thus is not liable for damages that have not occurred

to the object of the service itself; in particular, ALIGA-Tor

GmbH is not liable for lost profits or other pecuniary losses of the customer.

5.3 The warranty period is two years. This period shall also apply to claims for reimbursement for

consequential damages to the extent that claims of unauthorised handling are not asserted.

In so far as wear parts for proper use have a service life of less than two

years, the warranty period shall be limited to this service life period.

5.4 Other claims than those under section 5 of these GTC by the customer, in particular a

claim for compensation of damages which did not occur on the contractual object itself or

which are based on violation of industrial property rights are excluded. This shall also apply for

unauthorised actions. This exclusion of liability shall not apply in cases of intent or gross negligence.

5.5 In so far as liability for ALIGA-Tor GmbH is excluded or limited, this shall also apply to

the personal liability of employees or representatives of ALIGA-Tor GmbH.

5.6 The exclusion of liability shall not apply in cases in which, under the product liability law,

missing delivery items are liable for personal injury and property damage to privately used objects

. It also does not apply to missing features which are expressly assured

if the assurance has the purpose of insuring the customer against damages that did not

take place on the contractual object itself.

 

 

 

6. Secondary obligations and consultancy

 

6.1 We agree to secondary obligations (such as operating and maintenance instructions) and consultancy only

to the extent explicitly agreed in the contract.

6.2 Recommendations are always non-binding.

 

 

 

7. Final clauses

 

7.1 ALIGA-Tor GmbH agrees to store and use customer data in compliance with the Data Protection Act and

within the framework of the collaboration.

7.2 The place of performance and jurisdiction is our headquarters.

7.3 German law shall apply exclusively to all contracts signed with ALIGA-Tor GmbH.

7.4 Should individual provisions of these general terms and conditions be, or become, invalid, for whatever

reason, this shall not affect the validity of the remaining provisions

. The invalid provision shall be replaced by a provision whose economic intent

is closest to the invalid one.

 

 

 

 

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