06055 9143-0 |  info@aluprof.de

General Terms and Conditions of Sale, Delivery, and Payment of Aluprof Aluminiumprofile GmbH

§ 1 Validity of the terms and conditions, offer and conclusion of contract

  1. Our terms and conditions of sale apply exclusively; we do not recognize any terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale, unless we have expressly agreed to their validity in writing. Our terms and conditions of sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from our terms and conditions of sale.
  2. Our terms and conditions of sale apply only to entrepreneurs within the meaning of § 310 (1) BGB (German Civil Code).
  3. The invalidity of individual provisions shall not affect the validity of the remainder of the contract; the same shall apply if individual provisions are not applicable. All agreements made between the Contractor and the Client for the purpose of executing this order are set out in writing in this contract.
  4. The Contractor’s offers are subject to change and non-binding. Deviations, dimensions, and technical descriptions require the Contractor’s written or telex confirmation to be legally effective.
  5. Cost estimates are binding if this has been expressly agreed in writing.

§ 2 Retention of title

  1. The delivered goods remain the property of the Contractor until all current claims against the Customer have been fulfilled.
  2. The customer is entitled to resell the goods owned by the contractor (reserved goods) in the ordinary course of business. However, the customer hereby assigns to the contractor all claims accruing to the customer from the resale or combination of the goods with other items to third parties. The Contractor hereby accepts the assignment. If the reserved goods are sold together with other goods not belonging to the Contractor, the assignment of the claim from the resale shall only apply to the invoice value of the reserved goods. The customer is authorized to collect the assigned claim. The Contractor’s authority to collect the claim itself remains unaffected by this. However, the Contractor undertakes not to collect the claim as long as the customer duly meets its payment obligations.
  3. The processing and treatment of the goods subject to retention of title by the customer shall always be carried out on behalf of the contractor. If the goods subject to retention of title are processed with other items not belonging to the contractor, the contractor shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title to the other processed items at the time of processing. The same shall apply to the item created by processing as to the goods subject to retention of title.
  4. At the customer’s request, the contractor undertakes to release the securities to which it is entitled under the above provisions at its discretion to the extent that the realizable value exceeds the claims to be secured by more than 20%.
  5. If the customer defaults on payment of the purchase price or part thereof, the contractor is entitled to withdraw from the contract and demand the return of the goods.
  6. In the event of seizure or other interventions by third parties, the customer must notify the contractor immediately in writing so that the contractor can take legal action in accordance with § 771 ZPO (German Code of Civil Procedure).
  7. Insofar as the Contractor’s ownership of the goods expires due to combination or processing, the customer hereby transfers to the Contractor the ownership rights to which it is entitled in the new inventory or object in the ratio of the invoice value of the goods subject to retention of title to the value of the new item and shall store them for the Contractor free of charge.
  8. The customer undertakes to insure the goods subject to retention of title adequately against fire, water, and theft.

§ 3 Delivery and performance time

  1. Delivery dates and deadlines are understood to be delivery dates or delivery periods. All delivery dates must be specified in writing. Exceeding the agreed delivery dates shall only constitute a default after a reasonable grace period has been set.
  2. Events of force majeure and other unforeseeable, extraordinary circumstances beyond our control – e.g., difficulties in procuring materials, operational disruptions, strikes, lockouts, lack of means of transport, official interventions, energy supply difficulties, etc. – even if they occur at the upstream supplier – shall extend the delivery or service period by the duration of the hindrance plus a reasonable start-up period if they prevent delivery or service.
  3. If the customer subsequently requests changes or additions, the delivery period shall be extended accordingly.
  4. The contractor is entitled to make partial deliveries and provide partial services at any time.
  5. If the contractor is in default with its deliveries or services, the customer is entitled to set a reasonable grace period with the declaration that it will refuse to accept the delivery or service after the expiry of the period. After the unsuccessful expiry of the period, the customer may withdraw from the contract.
  6. Claims for damages due to delay are excluded, unless the contractor is guilty of intent or gross negligence.

§ 4 Payment and due date

  1. Unless otherwise agreed, our invoices are payable without deduction upon receipt of the invoice. Prices are net plus the applicable statutory value added tax.
  2. Bills of exchange and checks are only accepted on account of performance and only after special agreement. Discount and bill charges shall be borne by the customer and are due immediately.
  3. If the customer defaults on payment, the contractor is entitled to charge default interest at a rate of 8% above the base rate in accordance with § 288 (2) BGB (German Civil Code).
  4. If the customer defaults on a payment, all outstanding claims shall become due immediately, even if a payment term had been agreed for them. The contractor shall be entitled to withhold further deliveries or services.
  5. The customer shall only be entitled to set-off rights if their counterclaims have been legally established or recognized by the contractor. The customer may only assert a right of retention if it is based on the same contractual relationship.

§ 5 Rights of the customer in the event of defects

  1. Claims for defects by the customer require that they have duly fulfilled their obligation to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).
  2. If the purchased item is defective, the customer is entitled to choose between subsequent performance in the form of rectification of the defect or delivery of a new item free of defects.
  3. If the subsequent performance fails, the customer is entitled to choose between withdrawal or reduction.
  4. The Contractor’s liability is excluded if the defect is insignificant or is attributable to materials, preliminary work or faulty designs supplied or approved by the Customer.
  5. The warranty period is 12 months, calculated from the transfer of risk.
  6. Unless otherwise specified below, further claims by the customer – regardless of their legal basis – are excluded. The contractor is therefore not liable for damage that has not occurred to the delivery item itself; in particular, it is not liable for lost profits or other financial losses incurred by the customer.
  7. The above exclusion of liability shall not apply if the cause of the damage is based on intent or gross negligence.
  8. If the Contractor negligently breaches an essential contractual obligation, the obligation to pay compensation shall be limited to the foreseeable damage typical for this type of contract.
  9. The warranty obligation shall expire if the customer handles, installs, or modifies the delivery item improperly, unless the customer can prove that the defect is not due to this.
  10. Statutory rights of recourse remain unaffected (§ 478 BGB).
  11. Warranty claims against us are only available to the direct customer and are not transferable.

§ 6 Packaging

  1. The return of packaging that is not already included in the scope of delivery is governed by the Packaging Ordinance.

§ 7 Overall liability

  1. Any liability for damages beyond that provided for in § 5 is excluded, regardless of the legal nature of the claim asserted.
  2. Insofar as the Contractor’s liability is excluded or limited, this also applies to the personal liability of its employees, workers, staff, representatives, and vicarious agents.

§ 8 Applicable law, place of jurisdiction, partial invalidity

  1. These terms and conditions and all legal relationships between us and the customer are governed by the laws of the Federal Republic of Germany. The validity of the CISG is excluded.
  2. Unless another place of jurisdiction is mandatory under the law, the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Hanau/Gelnhausen. The place of performance is Freigericht-Altenmittlau.