Terms & Conditions
Our General Terms and Conditions of Purchase
General Purchase Terms and Conditions of alimex GmbH, Precision in Aluminium
Section 1 General – Scope
(1) Our purchase terms shall apply exclusively; we do not accept any terms of the supplier that conflict with, complement or deviate from our purchase terms, unless we have explicitly agreed to their applicability in writing. Our purchase terms shall apply even if we accept the supplier’s delivery without reservation despite being aware of any terms of the supplier that conflict with or deviate from our purchase terms. These terms shall also apply to all future business relationships of the parties, even if they are not explicitly agreed again.
(2) All agreements made between us and the supplier to execute this agreement must be laid down in writing in this agreement. Verbal, deviating agreements, side agreements and commitments by representatives shall require our written confirmation in any case to become effective. Compliance with the written form requirement shall be a prerequisite for the effectiveness of verbal agreements. Any waiver of the written form requirement shall require written form as well.
(3) Our purchase terms shall only apply vis-à-vis entrepreneurs pursuant to Section 14 BGB (German Civil Code).
Section 2 Offer – Offer Documents
(1) The supplier shall be obliged to accept our order in writing within a time limit of two weeks. After expiry of the time limit, we shall no longer be bound to our order.
(2) We reserve rights of ownership and copyrights to illustrations, drawings, calculations and other documents; they must not be made accessible to third parties without our explicit written consent. They are to be used exclusively for manufacture based on our order and must be returned to us without request once the order has been processed. They must be kept secret towards third parties; in this respect, the regulation of section 9 (4) shall apply as a complement.
Section 3 Prices – Payment Terms – Prohibition of Assignment
(1) The price specified on the PO shall be binding. Unless agreed otherwise in writing, the price shall include delivery “free domicile” including packaging. Return of the packaging shall require special arrangement.
(2) The statutory VAT shall be included in the price.
(3) According to the stipulations on our PO, we can only process invoices indicating the order number
specified thereon; the supplier shall be responsible for all consequences resulting from such obligation,
unless the supplier proves that the consequences are attributable to the supplier.
(4) Unless agreed otherwise in writing, we shall pay the purchase price with 2% cash discount within
14 days from delivery and receipt of invoice or net within 30 days after receipt of invoice.
(5) Offset and retention rights shall be due to us to the within the limits of statutory regulations.
(6) The supplier shall not be entitled to assign individual, or all claims due to the supplier against alimex
to third parties without the explicit written consent of alimex. Any passing on of the order of alimex to third
parties without the prior consent of alimex shall be prohibited.
Section 4 Delivery Time
(1) The delivery time indicated on the PO shall be binding.
(2) The supplier shall be obliged to immediately notify us in writing if circumstances occur or become apparent
to the supplier from which it can be inferred that the stipulated delivery time cannot be complied with.
(3) In case of any default of delivery, we shall be entitled to the statutory claims. After fruitless expiry of a
reasonable time limit, we shall be entitled, in particular, to claim damages instead of performance and
rescission. If we claim damages, the supplier shall have the right to likewise demonstrate that the breach
of duty is not attributable to the supplier.
Section 5 Passing of Risks – Documents
(1) Unless agreed otherwise in writing, delivery must be performed free domicile.
(2) The supplier shall be obliged to exactly indicate our order number on all dispatch papers and delivery
notes; otherwise, delays in processing shall not be attributable to us.
Section 6 Defect Inspection – Liability for Defects
(1) We shall be obliged to inspect the goods for any deviations in quality and quantity within a reasonable
time limit; notice shall be deemed given in due time if it is received by the supplier within a time limit of
five working days from goods receipt or, for hidden defects, from discovery.
(2) We shall be fully entitled to the statutory claims for defects; in any case, we shall be entitled, at our
option, to claim rectification of defects or delivery of a new item by the supplier. The right to damages,
especially the right to damages in lieu of performance, shall remain explicitly reserved.
(3) We shall be entitled to perform rectification of defects ourselves at the supplier’s expense in case of imminent danger or special urgency.
(4) The limitation period shall be 36 months from passing of risks.
Section 7 Product Liability – Indemnity
(1) Where the supplier is responsible for any product damage, the supplier shall be obliged to indemnify us from damages claims of third parties upon first request to the extent that the cause falls within the supplier’s domain and organisational area and the supplier is personally liable in relation to third parties.
(2) As part of the supplier’s liability for damage cases within the meaning of (1), the supplier shall also be obliged to reimburse any expenses pursuant to Sections 683, 670 BGB and Sections 830, 840, 426 BGB that result from or in connection with any recall campaign implemented by us. Where possible and reasonable, we shall notify the supplier of the content and extent of the recall measures to be performed and shall provide the supplier with the opportunity to make a position statement. Any other statutory claims shall remain unaffected.
Section 8 Property Rights
(1) The supplier shall be responsible for ensuring that no third-party rights will be infringed within the Federal Republic of Germany in connection with the supplier’s delivery.
(2) If, as a result, a third party asserts a claim against us, the supplier shall be obliged to indemnify us from such claims upon our first written request; we shall not be entitled to make any arrangements with the third party without the supplier’s consent, especially to reach a settlement.
(3) The supplier’s indemnity obligation shall apply to all expenses necessarily accruing to us from or in connection with any claim asserted by a third party.
(4) The limitation period shall be ten years from conclusion of the agreement.
Section 9 Retention of Title – Provision – Tools – Confidentiality
(1) If we provide the supplier with tools, we retain title to them. Any processing or transformation by the supplier shall be carried out for us. If our goods subject to retention of title are processed with other objects not owed by us, we shall acquire co-ownership of the new item at the ratio between the value of our item (purchase price plus VAT) and the other processed objects at the time of processing.
(2) If the item provided by us is inseparably mixed with other objects not owned by us, we shall acquire co-ownership of the new item at the ratio between the value of the goods subject to retention of title (purchase
price plus VAT) and the other mixed objects at the time of mixing. If, as a result of such mixing, the supplier’s item is to be considered as the main item, it shall be deemed agreed that the supplier shall transfer proportionate co-ownership to us; the supplier shall keep the sole or co-ownership safe for us.
(3) We retain title to tools; the supplier shall be obliged to exclusively utilise the tools to manufacture the goods ordered by us. The supplier shall be obliged to take out insurance for the tools owned by us at their replacement value against damage by fire, water and theft at the supplier’s own expense while assigning to us by now all compensation claims from such insurance; we shall herewith accept the assignment. The supplier shall be obliged to timely perform any necessary maintenance and inspection work on our tools as well as all servicing and repair work at the supplier’s own expense. The supplier must immediately notify us of any incidents; if the supplier culpably fails to do so, damages claims shall remain unaffected.
(4) The supplier shall be obliged to keep all illustrations, drawings, calculations and other documents and information received by the supplier strictly confidential. They may be disclosed to third parties only with our explicit consent. The confidentiality obligation shall also apply after the performance of this agreement; it shall expire if and to the extent that the manufacturing know-how contained in the ceded illustrations, drawings, calculations and other documents has become general knowledge.
(5) To the extent that the security interests due to us pursuant to (1) and/or (2) exceed the purchase price of all our goods subject to retention of title not yet paid by more than 10%, we shall be obliged, at the supplier’s request, to release the security interests at our option.
Section 10 Place of Jurisdiction – Place of Performance – Applicable Law
(1) If the supplier is a merchant, our registered office shall be the place of jurisdiction; we shall be entitled, however, to also sue the supplier at the court having jurisdiction at the supplier’s place of residence.
(2) Unless defined otherwise on the PO, our registered office shall be the place of performance.
(3) Relations between the contracting parties shall be exclusively governed by the legislation applicable in the Federal Republic of Germany. The application of the UN Sales Law (CISG) shall be excluded.
As of 12/10
Our general terms and conditions of sale
Terms and conditions of sale, delivery and payment
I. Scope
We sell and deliver exclusively under the terms and conditions set out below. If our terms and conditions differ from those of the buyer, the buyer's terms and conditions shall not become part of the contract even if we do not object to them. Verbal, deviating
agreements, ancillary agreements and promises made by representatives shall require our written confirmation in order to be valid. Adherence to the written form is a prerequisite for the validity of verbal agreements. Any waiver of the written form requirement shall also require the written form. These terms and conditions shall also apply to all future business relations between the parties, even if they are not expressly agreed again.
II. Offers and prices, freight basis
Our offers are subject to change. Prices are ex works/warehouse. They are base prices excluding packaging, freight and VAT, unless otherwise expressly agreed in writing. If taxes or other external costs included in the agreed price change later than four weeks after conclusion of the contract, or if they arise anew, we are entitled to adjust prices accordingly. 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 that make the production and/or purchase of the product in question significantly more expensive than at the time the price was agreed. In this case, the customer may cancel the orders affected within four weeks of notification of the price increase.
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 shall also pass to the customer if he is in default of acceptance of the goods. The transport of the goods is always at the risk of the buyer, even for sales carriage paid or FOB. In these cases, we reserve the right to choose the means of transport.
IV. Warranty
The buyer must inspect the purchased item immediately after delivery for any defects and quantity deviations and notify the seller immediately in text form of any defects and quantity deviations found. If the customer fails to provide immediate notification of the defect in due time or form, the goods shall be deemed approved in view of this defect. If the buyer does not immediately give alimex the opportunity to satisfy itself of the defect, in particular if it does not immediately provide the goods complained of or samples of them on request, all rights due to the defect shall lapse. Insofar as a properly raised complaint is justified, alimex will, at its option, provide a replacement free of charge or has the one-time right of rectification. alimex is obliged to exercise the right to choose no later than 10 days after receipt of the notice of defect. Otherwise, the right of choice passes to the buyer. If the improvement or replacement delivery fails, the buyer is entitled, at its choice, to demand the rescission of the contract (redhibition) or a corresponding reduction of the agreed price (abatement). The warranty period for the purchase of new items is one year. After discovering a defect, the buyer may not make any changes to the delivered goods or carry out the improvement itself without alimex being in default. Otherwise, any warranty is excluded.
V. Limitation of liability
alimex shall be liable – including for its managerial staff and other agents – for breach of contractual and non-contractual obligations, particularly for impossibility, default, culpa in contrahendo and tort, only in the event of intent and gross negligence, limited to the contract-typical damage foreseeable at the time of the conclusion of the contract. These restrictions do not apply to culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is endangered, in cases of mandatory liability under the Product Liability Act, in the event of damage to life, limb and health, and also not if and insofar as alimex has fraudulently concealed defects in the item or guaranteed their absence. The rules on the burden of proof remain unaffected.
VI. Delivery and Acceptance Periods
The delivery times we specify always apply to the time of delivery ex works/warehouse. Non-compliance with delivery times as a result of unforeseen events (e.g. difficulties in procuring raw materials and supplies) or force majeure do not entitle the buyer to place us in default or to withdraw from the contract. The delivery period shall be reasonably extended by the duration of the hindrance. Our delivery obligation is subject to correct and timely delivery by our suppliers, unless we are responsible for the incorrect or delayed delivery by our suppliers. If fulfilment becomes impossible or unreasonable for us, we shall be entitled to withdraw from the contract without any obligation to pay compensation. Fixed-date transactions require express written confirmation. The buyer must request partial services and/or call-offs from call orders in good time to enable us to properly fulfil them. The costs for acceptance according to special conditions shall be assumed by the customer. alimex is entitled to make partial deliveries.
VII. Right of withdrawal
The prerequisite for the delivery obligation is the unconditional creditworthiness of the customer. If, after the conclusion of the contract, we receive information that makes the granting of a loan in the amount arising from the contract appear not entirely unobjectionable, or if facts arise that allow doubt in this regard, in particular a significant deterioration in financial circumstances, suspension of payments, business prospects, insolvency, business dissolution, transition, etc. or if the buyer pledges inventories, outstanding accounts or purchased goods or provides them as security for other creditors or does not pay due invoices despite reminders, we are entitled to demand advance payments or security or to withdraw from the contract or to demand compensation for non-performance or, insofar as other payments than cash payments have been agreed, to demand cash payment. In addition, outstanding invoice amounts will become due immediately, regardless of their due date.
VIII. Retention of title
alimex retains title to the goods until all of its claims against the buyer arising from the business relationship, including claims arising in the future – including from contracts concluded at the same time or later – have been satisfied. This also applies if individual or all claims of alimex have been included in a current invoice and the balance has been struck and recognized. The buyer is entitled to resell the reserved goods in the ordinary course of business only on condition that it now already assigns all claims to alimex that accrue to it from the resale against customers or against third parties, and these claims actually effectively transferred to alimex. If reserved goods are sold unprocessed or after processing or combination with items that are exclusively the property of the buyer, the buyer hereby assigns the claims arising from the resale in full to alimex. If the goods subject to retention of title are sold by the buyer – after processing/combination – together with goods not belonging to alimex, the buyer hereby assigns the claims arising from the resale in the amount of the value of the goods subject to retention of title with all ancillary rights, with first priority, to alimex. alimex hereby accepts the above assignments. The buyer is revocably authorized to collect the assigned claims. The authority of alimex to collect the claims itself remains unaffected; however, alimex undertakes not to collect the claims as long as the buyer properly meets its payment and other obligations. alimex may demand that the buyer disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and notify the debtors of the assignment. The buyer shall carry out any treatment or processing of the reserved goods for alimex, without this resulting in any obligations for the latter. In the event of processing, combining, mixing or blending of the reserved goods with other goods not owned by alimex, alimex is entitled to the resulting co-ownership share in the new item in the ratio of the value of the reserved goods to the other processed goods at the time of processing, combining, mixing or blending. 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 the ratio of the value of the processed or combined, mixed or blended reserved goods and stores it for alimex free of charge. If, in connection with the payment of the purchase price by the buyer, a bill of exchange liability of alimex is established, the reservation of title and the underlying claim from the delivery of goods does not expire before the buyer, as the drawee, has honoured the bill of exchange. If the value of the existing securities exceeds the claims to be secured by more than 20%, alimex is obliged to release insofar at the request of the buyer. alimex alone is entitled to choose the securities to be released. alimex is entitled at any time to demand the surrender of the items to which it retains title, in particular to assert the rights to segregation or assignment of the claim to consideration in insolvency proceedings, if the satisfaction of its claims by the buyer is at risk, in particular if insolvency proceedings are opened against the buyer's assets or its financial circumstances deteriorate significantly. The assertion of the reservation of title and the repossession and seizure of the delivery items by alimex shall not be deemed to be a withdrawal from the contract. In the event of attachments and seizures of the reserved goods or other dispositions or interventions by third parties in the rights of alimex, the buyer must inform alimex immediately and, in consultation with alimex, do everything necessary to avert the danger. Insofar as it is indicated for the protection of the reserved goods, the buyer must, at the request of alimex, assign all possible claims against third parties to alimex. The buyer is obliged to compensate alimex for all damages and costs – including court and legal fees – that arise for alimex through intervention measures against access by third parties.
IX. Payment terms
The buyer may neither withhold payment nor set it off against counterclaims, unless alimex has acknowledged these counterclaims or a final judgment has been passed. Invoices are due within 30 days of the invoice date, unless otherwise agreed. In the event 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 duty are to be borne by the buyer.
X. Place of performance and jurisdiction
For all obligations arising from contracts with us, the place of performance is Willich. The parties agree – insofar as legally permissible – that the exclusive place of jurisdiction is the place of business of alimex.
alimex is also entitled to sue the contractual partner at its registered office. The contractual relationship is governed exclusively by German law. The applicability of the CISG is excluded. These conditions exist in German and English. In the event of a discrepancy, the German version shall take precedence.
As of 04/2014