General Terms and Conditions of Sale and Delivery (GTC) Alzner Automotive GmbH Grafenau
Scope of application – subject matter of the contract
(1) Our GTC shall apply to the delivery of movable goods in accordance with the contract concluded between us and the customer.
(2) Our GTC shall apply exclusively; we shall not recognize any terms and conditions of the customer that conflict with or deviate from our GTC unless we have expressly agreed to their validity in writing. Our General Terms and Conditions shall also apply if we carry out the delivery without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from our General Terms and Conditions.
Offer – Conclusion of Contract – Offer Documents
(1) The Customer’s order constitutes a binding offer which we may accept within one week by sending an order confirmation or by delivering the goods. Offers made by us before this time are subject to change.
(2) We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents. This shall also apply to such written documents which are designated as confidential. The customer must obtain our express written consent before passing them on to third parties.
Prices and terms of payment
(1) The purchase price offered is binding. We only state the net price. The statutory value added tax is therefore not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.
(2) The agreed price shall apply. If the price at the time of performance has increased due to a change in the market price or due to an increase in the fees charged by third parties involved in the performance of the service, the higher price shall apply. If this is 20% or more above the agreed price, the customer has the right to withdraw from the contract. This right must be asserted immediately after notification of the increased price.
(3) The total remuneration is to be paid within ten days after receipt of the object of purchase and without cash discount, unless otherwise agreed. The statutory rules concerning the consequences of default in payment shall apply.
(4) The customer shall only be entitled to set-off rights if its counterclaims have been legally established, are undisputed, have been acknowledged by us or are synallagmatically linked to our main claim. The customer shall only be entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.
Time of Performance – Transfer of Risk
(1) If delivery periods have been specified by us and made the basis for placing the order, such periods shall be extended in the event of strikes and cases of force majeure for the duration of the delay. The same shall apply if the customer fails to fulfill any obligations to cooperate.
(2) Unless otherwise stated in the order confirmation, delivery ex works is agreed.
Liability for defects
(1) In the event of a defect, we reserve the right to choose the type of subsequent performance.
(2) The warranty period shall always be one year. The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected. This shall not apply insofar as claims for damages due to defects are concerned. Section 6 shall apply to claims for damages due to a defect.
(3) The customer does not receive any guarantees in the legal sense from us.
Liability for damages
(1) Our liability for breaches of contractual obligations and for tort shall be limited to intent and gross negligence. This shall not apply in the event of injury to life, limb and health of the customer, claims for breach of cardinal obligations, i.e. obligations arising from the nature of the contract and the breach of which jeopardizes the achievement of the purpose of the contract, as well as compensation for damage caused by delay (§ 286 BGB). In this respect, we shall be liable for any degree of fault.
(2) The aforementioned exclusion of liability shall also apply to slightly negligent breaches of duty by our vicarious agents.
(3) Insofar as liability for damages not based on injury to the life, body or health of the customer is not excluded for slight negligence, such claims shall become statute-barred within one year beginning with the accrual of the claim or, in the case of claims for damages due to a defect, from the handover of the item.
(4) Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, representatives and vicarious agents.
Retention of title
(1) We retain title to the object of purchase until all claims against the customer have been satisfied, even if the specific goods have already been paid for.
(2) The customer shall inform us without delay of any compulsory execution measures by third parties against the goods subject to retention of title, handing over the documents necessary for an intervention; this shall also apply to impairments of any other kind. Irrespective of this, the customer must inform the third parties in advance of the rights existing in the goods. The customer shall bear our costs of an intervention insofar as the third party is not in a position to reimburse them.
(3) In the event of resale/rental of the goods subject to retention of title, the customer hereby assigns to us by way of security all claims against its customers arising from the aforementioned transactions until all our claims have been satisfied. In the event of the processing of the reserved goods, their transformation or their combination with another item, we shall acquire direct ownership of the manufactured item. This shall be deemed to be reserved goods.
(4) If the value of the security exceeds our claims against the customer by more than 20%, we shall, at the request of the customer and at our discretion, release securities to which we are entitled to the corresponding extent.
Limitation of own claims
Our claims for payment shall become statute-barred after five years in deviation from § 195 BGB. With regard to the beginning of the limitation period, § 199 BGB shall apply.
Withdrawal from the contract
(1) We shall be entitled to withdraw from the contract in the event of non-delivery, incorrect delivery or late delivery by our suppliers (withdrawal due to lack of delivery by our suppliers).
(2) We shall also be entitled to withdraw from the contract if the customer has filed an application for the opening of insolvency proceedings against his assets, has submitted an affidavit in accordance with § 807 of the German Code of Civil Procedure (ZPO) or if insolvency proceedings have been opened against his assets or the opening has been rejected for lack of assets (withdrawal due to deterioration of assets).
Form of Declarations
Legally relevant declarations and notifications that the customer has to make to us or a third party must be made in writing.
Place of performance – choice of law – place of jurisdiction
(1) Unless otherwise stipulated in this contract, the place of performance and payment shall be our place of business. The statutory provisions on places of jurisdiction shall remain unaffected unless otherwise provided for in the special provision of paragraph (3).
(2) This contract shall be governed by the laws of the Federal Republic of Germany; the UN Convention on Contracts for the International Sale of Goods shall not apply.
(3) The exclusive place of jurisdiction for contracts with merchants, legal entities under public law or special funds under public law shall be the court responsible for our place of business.