1.1 The terms and conditions of sale and delivery of ALCEL Handelsgesellschaft mit beschränkter Haftung (hereinafter referred to as “ALCEL”) apply exclusively. Any terms and conditions of ALCEL’s contractual partner (hereinafter referred to as “Purchaser”) that conflict with or deviate from these Terms and Conditions of Sale and Delivery shall not be recognized unless ALCEL has expressly agreed to their validity in writing. These Terms and Conditions of Sale and Delivery shall also apply if ALCEL carries out the delivery to the Purchaser without reservation, despite being aware of terms and conditions of the Purchaser that conflict with or deviate from our terms and conditions.
1.2 Our terms and conditions of sale also apply to all future transactions with the customer.
1.3 The content of ALCEL’s written offer takes precedence over these terms and conditions of sale and delivery.
2.1 ALCEL generally prepares offers that are subject to change. ALCEL’s order confirmation or offer is decisive for the scope of its delivery obligation. Verbal and telephone agreements only become effective upon written confirmation.
2.2 The documents, drawings, weight and dimension specifications, samples, etc. contained in the offers are only approximate and do not represent quality characteristics or warranted properties. ALCEL is entitled to deviate from the descriptions in the offer, provided that these deviations are not fundamental or significant and do not restrict the contractual purpose.
2.3 Insofar as ALCEL manufactures parts according to customer drawings, the drawings created by ALCEL and approved by the customer shall be authoritative. Deviations from approved drawings must be agreed separately and any additional costs incurred must be reimbursed.
3.1 The risk shall pass to the customer at the latest upon dispatch of the goods, even if partial deliveries are made.
3.2 Deliveries shall be made from a European free port determined by ALCEL in consultation with the customer. ALCEL shall only insure the goods against insurable risks at the customer’s express request and at the customer’s expense.
3.3 Transport packaging and all other packaging in accordance with the Packaging Ordinance shall not be taken back, with the exception of pallets. The customer is obliged to dispose of the packaging at their own expense.
4.1 Delivery dates and delivery periods shall only be deemed to have been agreed as binding if they are expressly confirmed in writing in the offer. ALCEL shall not be bound by the delivery date or delivery period if the customer fails to fulfill its obligations (payment of installments, provision of necessary documents, etc.) in a timely manner. The right to plead non-performance of the contract is reserved.
4.2 Delivery periods shall commence at the earliest on the date on which the contract was concluded in writing.
4.3 If the customer requests subsequent changes, ALCEL shall be released from its obligation to comply with the delivery date or delivery period.
4.4 The customer may not assert any claims due to delivery delays that are not attributable to intent or gross negligence on the part of ALCEL. This applies in particular to delivery delays due to force majeure. In such cases, the agreed delivery date or delivery period shall be postponed in accordance with the duration of the delivery impediment.
4.5 If the customer defaults on acceptance or violates other obligations to cooperate, ALCEL shall be entitled to demand compensation for the damage incurred in this respect, including any additional expenses. ALCEL shall also be entitled to set the customer a reasonable deadline for acceptance and, if this deadline expires without result, to withdraw from the contract and demand compensation in lieu of performance.
5.1 ALCEL shall not be liable for damage caused by improper handling, wear and tear, storage, or other actions by the customer or third parties.
5.2 Statutory warranty rights expire one year after delivery of the goods if the customer is an entrepreneur. This does not constitute a guarantee of durability.
5.3 The customer is obligated to fulfill their statutory obligations to inspect and give notice of defects, in particular those arising from Section 377 of the German Commercial Code (HGB), even if the goods are resold.
5.4 ALCEL shall be entitled to choose between repair and replacement if the customer is an entrepreneur.
6.1 Unless otherwise stated in the order confirmation, the prices quoted are always ex free port in accordance with Section 3.2, excluding packaging; this will be invoiced separately.
6.2 The prices quoted are net prices; statutory value added tax at the applicable rate will be added.
6.3 ALCEL may charge the customer for any additional expenses incurred as a result of subsequent change requests made by the customer.
6.4 All invoices are due in accordance with the agreed terms of payment. Discounts shall only be deemed agreed upon if expressly confirmed in writing by ALCEL.
6.5 The customer shall only be entitled to offset claims if and to the extent that his counterclaims have been legally established, are undisputed, or have been recognized in writing by ALCEL. The customer’s right of retention shall be limited to claims arising from the contractual relationship.
7.1 ALCEL retains ownership of all delivered parts/goods until all payments under the delivery contract have been received. In the event of breach of contract, in particular default in payment, ALCEL is entitled to take back the purchased item.
7.2 The customer is obliged to treat the delivered parts with care and to insure them at their own expense at replacement value against any form of loss for the duration of the retention of title.
7.3 Costs for maintenance and inspection work shall also be borne by the customer during the retention of title, even if this work is carried out by ALCEL.
7.4 In the event of seizures or other interventions by third parties, the customer must notify ALCEL immediately in writing so that ALCEL can file a third-party objection. If the third party is unable to reimburse the judicial and extrajudicial costs of such an action, the customer shall be liable for these costs.
7.5 If the delivered goods are inseparably mixed or combined with other items not belonging to ALCEL, ALCEL shall acquire co-ownership of the new or combined item in proportion to the value of the delivered goods (final invoice amount, including value added tax) to the other item(s) at the time of mixing or combination. The customer shall hold the resulting sole or co-ownership in safekeeping for ALCEL.
8.1 Liability for defects shall be governed by Section 4 and, in all other respects, by the statutory provisions. This shall apply to all claims and rights of the customer, including rights and claims in the event of failure of subsequent performance.
8.2 ALCEL’s liability for damages in accordance with the statutory provisions shall be unlimited if a breach of duty attributable to ALCEL is based on intent or gross negligence. If the breach of duty attributable to ALCEL is based on simple negligence and a material contractual obligation has been culpably breached, liability for damages shall be limited to the foreseeable damage that typically occurs in comparable cases. Otherwise, liability is excluded.
8.3 Liability under the provisions of the Product Liability Act remains unaffected. Liability for injury to life, limb, and health also remains unaffected.
9.1 The place of jurisdiction for all disputes arising from the contract is Schwerte, provided that the customer is an entrepreneur. However, ALCEL is also entitled to sue the customer at the court at the customer’s general place of jurisdiction or at the court at the location of the customer’s branch office.
9.2 The place of performance is Schwerte.
9.3 German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods.
9.4 Amendments to the contract must always be made in writing.
9.5 If individual provisions of the contractual relationship are invalid, this shall not affect the validity of the remaining provisions. The parties shall endeavor to replace the invalid provision with a valid provision that most closely corresponds to the economic purpose of the contract.
