I. General provisions, scope of application
The following General Terms and Conditions (GTCs) apply to all contracts for the supply of goods concluded between Alphatronics GmbH, Breitengraserstrasse 6, 90482 Nuremburg (hereinafter referred to as “the seller”) and the buyer. Terms and conditions of the buyer which conflict with or differ from these terms shall not be recognised by the seller and the seller hereby expressly rejects them. Deviating general terms and conditions of the buyer, supplementary agreements and/or subsidiary agreements shall only be valid if the seller expressly agrees to them. The legal provisions regarding the precedence of the individual agreement remain unaffected.
These terms and conditions sometimes establish different rules for consumers and entrepreneurs.
Pursuant to § 13 of the German Civil Code (Bürgerliches Gesetzbuch, BGB), a consumer is any natural person who concludes a legal transaction for a purpose that cannot be attributed to either his/her commercial or independent professional activity.
Pursuant to § 14 BGB, an entrepreneur is a natural person or legal entity or a legal partnership which, when concluding a legal transaction, acts in the exercise of his/her/its commercial or independent professional activity. A legal partnership is a partnership that has the ability to acquire rights and enter into liabilities.
In business dealings, legally relevant declarations and notifications by the buyer in relation to the contract (e.g. setting a deadline, notification of defects, withdrawal or reduction) must be submitted in writing, i.e. in writing or text form (e.g. letter, email, fax). Statutory formal requirements and other evidence, in particular in the event of doubts about the legitimacy of the declaring party, remain unaffected.
II. Conclusion of contract
1a, All offers made by the seller to entrepreneurs are non-binding, unless otherwise stated in the order confirmation. The ordering of goods by the buyer is considered a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 14 days of its receipt by us in writing (e.g. by confirming the order) or by delivering the goods to the buyer.
1b, Insofar as a direct sale is made to consumers, the order submitted by the buyer in writing or verbally is a binding offer. The purchase contract is concluded with the delivery of the goods or the order confirmation by the seller. If the consumer customer neither receives the goods nor an order confirmation within 3 working days after placing his/her order, s/he is no longer bound by his/her offer.
2. The information provided by the seller in catalogues, flyers and other advertising materials is not binding. The seller reserves the right to errors and printing mistakes in this regard. Any information that is expressly part of the contract or referred to in the order confirmation of the seller is always binding.
3. The seller reserves property rights and copyrights on illustrations, technical drawings, sketches, calculations and other product information, which are handed over in the context of the contract initiation as well as the conclusion of the contract. Documents handed over in the course of business as “confidential” may not be given to third parties without the consent of the seller.
1. Prices given to consumers always include the statutory sales tax, currently 19%. Any shipping costs will be communicated to the consumer before ordering. The following numbers 2-5 apply exclusively to contracts with entrepreneurs.
2. The seller's prices are net within Germany plus the applicable statutory value added tax, currently 19%, excluding transport packaging and shipping costs ex works.
3. The following applies to deliveries outside of Germany:
The seller does not charge sales tax. The tax liability is transferred to the recipient pursuant to § 13b of the Sales Tax Act (Umsatzsteuergesetz, UstG).
Customs duties, consulate fees and other taxes, levies, fees and costs associated therewith levied by regulations outside the Federal Republic of Germany shall be borne by the buyer.
4. The shipping costs are shown separately according to weight. The prices for the transport packaging, if applicable, are also shown separately.
5. In business transactions, the seller reserves the right to change prices accordingly if, after the conclusion of the contract, cost reductions or cost increases, in particular changes in the price of materials, occur. The seller shall prove this to the buyer on request.
IV. Payment conditions
1. If payment in advance has been agreed, payment is due immediately upon receipt of the order confirmation or invoice. If cash on delivery has been agreed, the purchase price plus any shipping costs incurred must be paid in cash to the contracted transport company.
If purchase on account has been agreed, payments for contracts with commercial buyers are due within 14 days of the invoice date. Payments to consumers are due within 30 days of the invoice date. Consumers are in default without further reminders after the 30 days have passed if the seller refers to this consequence on the invoice.
In the event of default, the buyer has to pay the statutory default interest. In addition, €5.00 is due for each reminder from the seller. The seller is also entitled to withhold any further deliveries of goods until the invoice claim has been settled.
3. All prices are quoted in EUR. In the case of foreign currencies, the exchange rate on the day on which the payment was made always applies.
4. The buyer is only entitled to set-off or retention rights insofar as his/her claim has been legally established or is undisputed or originates from the same contractual relationship. In the event of defects in the delivery, the buyer's counter-rights, in particular pursuant to Section IX.2.d. of these terms and conditions, remain unaffected.
V. Consumers’ right of revocation
1. Consumers (see section I above) have the following right of revocation for distance contracts, i.e. contracts that have been concluded exclusively using means of distance communication.
Right of revocation
You have the right to withdraw from this contract within 14 days without specifying any reasons. The revocation period is 14 days from the day on which you or a third party named by you, who is not the carrier, has taken possession of the last goods. To exercise your right of revocation, you must inform us
Telephone: +49 (0)911-2165540
Fax: +49 (0)911-21655465
stating your decision to withdraw from this contract by means of a clear declaration (e.g. letter sent by post, email or fax). You may use the attached sample revocation form for this purpose, but this is not mandatory. In order to comply with the revocation period, you simply need to send us notice that you are exercising your right of revocation before the revocation period has expired.
Consequences of revocation
If you choose to withdraw from this contract, we shall refund all payments which we have received from you without delay, including shipping costs (except for additional costs arising in the event of selecting a shipping method which is different from the most cost-efficient standard delivery offered by us), no later than fourteen days from the date on which we have received the notice of withdrawal from this contract. The refund shall be issued with the same payment method which you provided for the original transaction, unless otherwise explicitly agreed with you; under no circumstances shall you be charged fees to process this refund. We may withhold the refund until the items have been returned to us, or until you have provided evidence that you have shipped the goods, whichever takes place first.
You must return or hand over the goods to us immediately and in any case no later than fourteen days from the date on which you informed us of the revocation of this contract. The deadline shall be deemed to have been observed if you send the items before the fourteen-day deadline has expired.
In the case of goods that can be shipped as parcels, you bear the direct costs of returning the goods. However, we will bear the costs of the return if you use the return label provided by us.
You must only compensate any loss of value of the goods if this loss of value is due to handling which is unnecessary for the examination of the nature, characteristics and functioning of the goods.
End of the notice concerning your right of revocation
Sample revocation form
(If you would like to revoke the contract, please complete this form and send it back to us.)
Fax: +49 (0)911-21655465
I/we (*) hereby revoke the contract concluded by me/us (*) concerning the purchase of the following goods (*)/performance of the following service (*)
- Ordered on (*)/received on (*)
- Name of the consumer(s)
- Address of the consumer(s)
- Signature of the consumer(s) (only for notice provided in paper form)
(*) Delete as applicable.
2. The right of revocation does not apply to contracts for the delivery of goods that are not prefabricated and for whose manufacture an individual selection or determination by the buyer is decisive, or that are clearly tailored to the personal needs of the buyer.
1. With regard to consumers, the seller will deliver goods in stock within 2-3 working days; if prepayment has been agreed, this period applies from the day following the day of the payment instruction by the buyer. If the goods are not in stock, the seller shall inform the buyer of the delivery time when accepting the contract. In corporate legal dealings, the specified delivery times represent a guideline and are only approximately agreed in the sense of approximate deadlines. In the case of agreed payments in advance, delivery will only take place after receipt of payment.
2. Fixed-date transactions require a special contractual agreement.
3. Unpredictable and/or unavoidable circumstances for which the seller is not responsible and which prevent, delay or significantly complicate delivery, release the seller from the delivery obligation for the duration of their effect and extend the delivery period accordingly. However, the seller is obliged to inform the buyer immediately of any delays that have occurred or will still occur. The seller is then entitled to make use of a grace period of six weeks. If the impairment persists after the grace period has expired, both parties can withdraw from the order.
4. If the seller is unable to deliver to the buyer due to failure to self-supply, despite having placed congruent orders with reliable suppliers, and/or force majeure, the seller reserves the right to withdraw. The right of withdrawal can only be effectively exercised by the seller if s/he informs the buyer immediately about the unavailability of the goods and immediately reimburses him/her for any consideration that has already been paid.
5. The seller is entitled to make partial deliveries. In the case of consumers, this only applies insofar as this is reasonable for the buyer and there are no disadvantages for him/her. Additional shipping costs are only incurred for subsequent deliveries if this has been expressly agreed.
6. If the shipment is delayed upon request of the buyer, or due to a fault on the part of the buyer, the seller shall store the goods at the buyer's expense and risk. In this case, the notification of readiness for dispatch is equivalent to dispatch.
7. In the event of non-acceptance, the seller, after having set the buyer a reasonable deadline for acceptance, can make use of his/her statutory rights, in particular to claim compensation instead of performance.
8. If the seller demands compensation in terms of No. 7 above, this shall amount to 20% of the purchase price. The compensation shall be set higher or lower if the seller proves a higher or the buyer a lower damage. In addition to providing evidence of lesser damage, the buyer is also expressly permitted to provide evidence that the seller has not suffered any damage.
9. The seller is liable for a delay in delivery within the framework of the legal obligations, in particular in the case of wilful intent, gross negligence and the breach of essential contractual obligations. In the case of gross negligence and the negligent breach of essential contractual obligations, liability is limited to the foreseeable, typically occurring damage.
10. The rights of the buyer pursuant to section X of these GTCs and our statutory rights, in particular in the case of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of the service and/or subsequent performance), remain unaffected.
VII. Transfer of risk
1. In the case of deliveries to consumers, the transfer of risk does not take place until the goods are handed over to the consumer; the transport risk is always borne by the seller, unless the buyer has commissioned the freight forwarder, carrier or person or institution otherwise assigned to carry out the delivery, without the seller having previously named this person or institution.
2. In business dealings, delivery is made “ex works”, unless otherwise agreed. The transfer of risk takes place according to § 447 BGB with the handover of the goods by the seller to the transport company or to the buyer in the case of collection. The transfer of risk shall take place pursuant to § 447 BGB with the handover of the goods by the seller to the transport company or to the buyer in the case of collection. At the request of the buyer, transport insurance may be taken out, the costs of which shall be borne by the buyer.
VIII. Retention of title
1. 1. The delivered goods remain the property of the seller until the purchase price has been paid in full.
2. The following is valid for entrepreneurs:
a. The seller retains ownership of the goods (reserved goods) until all payments from the business relationship with the buyer have been received.
b. If the buyer does not meet his/her payment obligation despite a reminder with a deadline, the seller can demand the surrender of the reserved goods that are still his/her property without setting a further deadline. The buyer is responsible for all applicable freight costs. The request to surrender goods does not also include a declaration of withdrawal; the seller is rather entitled to only demand the goods and to reserve the right to withdraw from the contract. The seller is authorised to re-use the goods subject to retention of title. The proceeds of the sale shall be credited against the liabilities of the buyer minus reasonable utilisation costs.
c. The buyer must immediately inform the seller in writing of all access by third parties, in particular of enforcement measures as well as any other impairment of his/her property. The buyer shall reimburse the seller for all damages and costs incurred as a result of a breach of this obligation and of necessary intervention measures against access by third parties, in particular a claim pursuant to § 771 of the German Code of Civil Procedure (Zivilprozessordnung, ZPO).
d. The buyer is entitled to resell the reserved goods in the normal course of business until further notice pursuant to letter d) below. However, the buyer assigns the seller the claims that arise from the resale of the reserved goods to his/her customers or other third parties, in the amount of the final invoice amount agreed (including value added tax); this assignment applies irrespective of whether the purchased item has been resold without or after processing. The buyer remains authorised to collect the claim even after the assignment. This does not affect the right of the seller to collect the claim him/herself. However, the seller shall not exercise this right as long as the buyer meets his/her payment obligations. As soon as the buyer is in default of payment or has filed a petition to open insolvency proceedings or payment has been suspended, the seller may demand that s/he be notified of all assigned claims and their debtors, that the debtors are informed of the assignment by the buyer and that the buyer shall submit to the seller all documents and information required for collection and enforcement. In this case, the seller is also entitled to revoke the buyer's authorisation to resell and process the goods subject to retention of title.
e. The seller undertakes to release the securities to which s/he is entitled at the buyer's request insofar as the realisable value of the securities exceeds the claims to be secured by more than 10%; the choice of securities to be released is incumbent upon the seller.
1. In the event of a defect, the warranty and the resulting claims of the buyer are based on the statutory provisions of the German Civil Code (BGB).
2. In the case of contracts with entrepreneurs or legal entities under public law, the following shall apply by way of derogation:
a. Claims for material defects shall expire 12 months after the transfer of risk.
b. If the transaction is a commercial transaction on both sides, the buyer must fulfil the obligations of § 377 of the German Commercial Code (Handelsgesetzbuch, HGB), i.e. inspect the goods immediately after delivery by the seller, insofar as this is practicable in the ordinary course of business and, if a defect is detected, to report this to the seller immediately. If notification is omitted or delayed, i.e. not immediate, the goods are considered approved. Hidden defects are to be reported immediately after their discovery, otherwise they shall also be considered as approved in the event of failure to notify or delayed notification.
c. In the event of a defect in the purchased item, the seller is entitled to choose between subsequent performance in the form of rectification or the delivery of a defect-free item. The buyer must allow the seller a reasonable period of time, varying according to the actual circumstances of the individual case, but not less than 7 days, for the subsequent performance.
d. The seller is entitled to make the subsequent performance dependent on the buyer paying the purchase price due. However, the buyer is entitled to withhold a part of the purchase price that is reasonable in relation to the defect.
e. If, in the course of inspecting an item that has been reported as being defective, it turns out that there is no defect, the seller can demand that the buyer reimburse the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defect was not recognisable for the buyer.
f. If the subsequent performance is unsuccessful within the meaning of § 440 BGB, the buyer can choose to withdraw from the contract or request a reduction in price.
g. Further claims of the buyer, in particular due to consequential damages caused by defects, are excluded. The rights of the buyer pursuant to section X, as well as mandatory legal claims, remain unaffected.
h. Liability under the Product Liability Act (Produkthaftungsgesetz) remains unaffected.
i. The statutory limitation period in the context of a delivery recourse remains unaffected.
1. Unless otherwise stated in these General Terms and Conditions including the following provisions, the seller is liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
2. The seller is liable for damages – regardless of the legal reason – within the scope of fault liability in the event of wilful intent and gross negligence. In the event of simple negligence, the seller is only liable, subject to statutory liability restrictions (e.g. care in own matters; insignificant breach of duty)
a. For damages resulting from death, physical injury or harm to human health;
b. For damages resulting from the breach of an essential contractual obligation (an obligation, the fulfilment of which enables the proper execution of the contract in the first place and compliance with which the contractual partner regularly relies and may rely on); in this case, however, the seller's liability is limited to compensation for the foreseeable, typically occurring damages.
3. The legal elements constituting liability and limitations thereof resulting from No. 2 also apply in the event of breaches of duty by or in favour of persons for whom the seller is responsible according to statutory provisions. They do not apply if the seller has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods and for claims of the buyer under the Product Liability Act.
4. In the event of a breach of duty that is not attributable to a defect, the buyer can only withdraw from or terminate the contract if the seller is responsible for the breach of duty. In business dealings, a free right of termination of the buyer (in particular pursuant to §§ 650, 648 BGB) is excluded. Otherwise the legal preconditions and legal consequences apply.
1. The law of the Federal Republic of Germany applies to the contractual relationship between the seller and the buyer and to the respective General Terms and Conditions. If the buyer is a consumer, the applicable statutory regulations and rights in favour of the consumer under the law of the customer’s country of residence remain unaffected by this agreement. The application of UN sales law is excluded if both contracting parties have their registered offices in the territory of the European Economic Area.
2. The exclusive place of jurisdiction is the court of the seller's place of business insofar as the buyer is a merchant within the meaning of the German Commercial Code (HGB) or a corporation under public law. The seller is also entitled to take legal action at the customer’s place of business.
3. Should individual provisions of this contract not be legally effective in whole or in part or should they lose their legal effectiveness later, the validity of the rest of the contract shall not be affected. The invalid provision shall be replaced by the statutory provision.