- The following terms and conditions are part of all offers, declarations of acceptance and other declarations of ALFOTEC GmbH – hereinafter referred to as user – and are the basis of all deliveries and services of the user including consulting and information. They shall be deemed accepted at the latest upon receipt of the goods or services of the user.
- Any conflicting general terms and conditions of the contracting party are excluded, even if the user of these general terms and conditions does not expressly object to them.
- These general terms and conditions shall also apply to supplementary orders, follow-up orders and order extensions. They shall be deemed accepted at the latest at the time of the respective acceptance of delivery or service.
II. Content of the contract
- The content and scope of the deliveries and services shall be determined by the written contract or, if no written contract has been concluded, by the user’s offer confirmed by the contracting party or by a declaration of acceptance of the contract by the user.
- Pre-contractual notices, in particular descriptions and cost estimates, shall not become part of the contract unless expressly agreed. Information, data and pictures in catalogues, brochures, leaflets, application-technical notes and an Internet presence contain non-binding product information and no quality description. Advice given by the user’s personnel or representatives commissioned by the user is not binding. Nevertheless, it is based on the current state of knowledge and experience of the user and is given to the best of our knowledge.
- The user reserves the right to make technical changes during the execution of the order, as far as they result from the progress of technical development or prove to be relevant in individual cases in the interest of the performance of the system, the changes are reasonable for the contractual partner under consideration of its interests and the performance is equivalent overall.
- The user is entitled to make partial deliveries to the contractual partner.
- The prices quoted by the user are exclusive of statutory value added tax, unless the value added tax has been expressly indicated. In case of a purchase contract, the prices are ex works or ex warehouse of the user. Unless otherwise agreed, packaging and assembly are not included in the price. If the statutory value added tax should increase after conclusion of the contract, the user shall be entitled to charge the statutory value added tax valid at the time of delivery or performance.
- If the user does not provide its deliveries and services until more than four months after conclusion of the contract, it may – unless otherwise agreed – increase the agreed prices if the delivery or service is made more expensive due to new public charges, additional fees, freight charges or their increase or other legal measures or a change in the cost factors of the user such as wage and material costs. If the price increase exceeds the agreed prices by more than 10% due to the aforementioned circumstances, the contractual partner may withdraw from or terminate the contract.
IV. Delivery times, place of performance, dispatch, transfer of risk
- If no execution or delivery periods have been agreed, the execution or delivery shall commence no later than within six weeks after conclusion of the contract. However, execution or delivery shall not commence – even in the event of an agreed execution and delivery period – before all details of execution have been clarified and the contractual partner has fulfilled all necessary obligations to cooperate and contractual advance performance obligations.
- In the event of force majeure and other unforeseeable, exceptional and involuntary circumstances, in particular difficulties in procuring materials, operational disruptions, strikes, lockouts, lack of means of transport, official interventions and energy supply difficulties – even if they occur at the user’s suppliers – the execution or delivery or an agreed deadline for this purpose shall be extended by the duration of the hindrance as well as a reasonable start-up period if the user is prevented from fulfilling its obligations in good time. If the delay in execution and delivery due to the above-mentioned circumstances lasts longer than two weeks, the contractual partner is entitled to withdraw from the contract. If the time of execution or performance is extended due to the aforementioned circumstances, the contractual partner cannot derive any claims for damages from this. The user may only invoke the above-mentioned circumstances if it notifies the contractual partner thereof.
- If the user culpably fails to meet deadlines for execution and delivery, the contractual partner shall be obliged to set the user a reasonable extension of at least two weeks in writing.
- The place of performance for the conclusion of a sales contract is the user’s branch office.
- Unless otherwise agreed, the contractual partner shall bear the costs of shipping the object of purchase from the location of the user’s branch; shipping shall be at the discretion of the user without obligation to select the most cost-effective shipping method. If the contractual partner is an entrepreneur, the risk of loss or damage to the object of purchase shall pass to the contractual partner as soon as it leaves the factory or warehouse of the user – if carriage paid delivery has been agreed. At the request of the contractual partner, the object of purchase will be insured at its expense against breakage, transport and fire damage.
- If the service or delivery is delayed at the request of the contractual partner or for reasons for which it is responsible, the risk of performance shall pass to the contractual partner for the period of the delay. The costs incurred by the delay for provision, storage and necessary travel of the user’s vicarious agents shall be borne by the contractual partner.
V. Construction and maintenance of facilities
Unless otherwise agreed in writing, the following provisions shall apply to any type of installation, assembly or maintenance.
- The contracting party shall take over at its own expense and provide in due time:
- The contracting party shall take over at its own expense and provide in due time: Auxiliary team such as hired laborers and, if necessary, also bricklayers, carpenters, locksmiths, crane operators, other skilled workers with the tools required by them in the necessary number, all earthwork, bedding, chiseling, scaffolding, plastering and painting work and other ancillary work outside the industry, including the building materials, operating power and water required for this purpose, including the necessary connections up to the point of use, heating and general lighting, at the assembly site for storing machine parts, equipment, materials, tools, etc. sufficiently large, suitable, dry and lockable rooms and appropriate work and recreation rooms for the assembly personnel, including appropriate sanitary facilities. In addition, the contractual partner must take the same measures to protect the user and the possessions of the user’s assembly personnel on the construction site as it would take to protect its own possessions. The contractual partner shall also provide protective clothing and protective devices which are necessary as a result of special circumstances at the assembly site and which are not customary in the industry for the user.
- In good time before the start of the assembly work, the contractual partner must provide the necessary information on the location of concealed power, gas and water lines or similar installations as well as the necessary structural data without being asked.
- The contractual partner undertakes to certify the work carried out by the erectors and their assembly personnel on a daily or weekly basis, at the user’s discretion. Furthermore, it shall confirm the completion of the installation or assembly on forms provided by the user.
- The contractual partner shall bear the costs of the proper environmentally friendly disposal of installed parts and components that have to be removed or replaced.
- Fees charged by the network operator, the police, the fire brigade or a third party on the basis of the agreed deliveries and services shall be borne by the contractual partner.
- Repeated checks and factory services may be required to diagnose and correct (intermittent) faults that may occur at times. In this respect, the contractual partner shall bear the costs of repeated assignments of the user as well.
- The contractual partner shall be liable for damage to the assembly and work services as well as any delay in completion on the part of the user prior to acceptance thereof if the contractual partner has created a hazardous situation – in particular due to the simultaneous activity of several contractors on one construction site – and the user was unable to prevent the occurrence of the damage or the delay by taking reasonable measures.
- Independently usable parts of the user’s service are to be accepted separately by the contractual partner at its request.
- If the contractual partner demands a change in the agreed work result or a change that is necessary to achieve the agreed work result, the contractual partner must compensate the user for any additional expenditure caused thereby. This remuneration obligation also exists if the user has taken over the planning of the system, the price agreement with the contractual partner has been made on the basis of a bill of quantities drawn up by the user, and the user has not expressly assumed the risk that the bill of quantities may turn out to be incomplete and/or incorrect after the conclusion of the contract. This shall not affect the contractual partner’s claims for damages due to pre-contractual breaches of duty by the user.
- If the user has taken over the installation, assembly or maintenance against individual invoicing, the following terms and conditions shall be deemed agreed in addition to the provisions under A.
- The contractual partner shall pay the rates agreed with the user (price list) for working time and surcharges for overtime, night work, work on Sundays and public holidays, for work under difficult circumstances as well as for planning, monitoring and documentation. The obligation to pay remuneration shall apply accordingly to the consumption of material including offcuts as well as to the installation and connection of the equipment.
- Preparation, travel and run times and feedback are considered working time, whereby the actual expenditure, in particular wage and vehicle costs, is calculated for arrivals and departures.
- Repeated checks and factory services may be required to diagnose and rectify (intermittent) faults that occur at times. In this respect, the contractual partner shall bear the costs even of repeated assignments of the user.
VI. Terms of payment
- Unless otherwise agreed, the user’s invoices are due 10 days after the invoice is issued.
- Payments may only be made to the user, not to representatives.
- Unless otherwise agreed, the following advance payments are due for work and assembly services: 33% at the time of placing the order, 33% at the start of assembly and 34% at the handover of the plant.
- In case of partial services, the user has the right to request corresponding partial payments.
- All claims of the user shall become due immediately if the terms of payment are not observed or the user becomes aware of circumstances which are suitable to reduce the creditworthiness of its contractual partner.
- If the contractual partner withdraws from the contract or terminates the contract (cancellation) without any breach of duty on the part of the user, or if the user declares the withdrawal or termination of the contract for reasons for which the contractual partner is responsible, the contractual partner undertakes to pay the remuneration for the services already provided as well as the lost profit together with the pro rata general business costs in relation to the services not yet provided at a flat rate of 30% of the remuneration agreed for the services not yet provided, unless the user can prove a higher economic disadvantage. The contractual partner shall be entitled to prove that remuneration, profit and business costs have not been incurred or have not been incurred or lost to this extent.
VII. Retention of title
All goods shall remain the property of the user until the consideration has been paid in full (reserved goods). If the contract is part of the operation of a merchant’s trade, sentence 1 shall also apply to future or conditional claims from contracts concluded at the same time or later. The contractual partner shall be obliged to refrain from any impairment of the ownership of the reserved goods that goes beyond their proper use and, in the event of third-party access, to inform the user immediately. The contractual partner shall bear the costs of preventing access by third parties. If the value of the reserved goods exceeds the claims of the user by more than 20%, the user shall release securities of his choice at the request of the contractual partner.