Terms of service

Terms of Service for C.W. Albert GmbH & Co. KG

  1. Applicability
    1. All business transactions of C.W. Albert GmbH & Co. KG. (Hereinafter „Supplier“) i.e. all contracts, supplies and other services shall be governed solely by the following Terms of Service, whether or not they are expressly referenced.
    2. Terms and conditions deviating from these Terms of Service shall not be binding unless expressly agreed to in a written individual agreement between C.W. Albert GmbH & Co. KG and Buyer.
    3. Supplier objects to and rejects the Terms of Service of Buyer. They shall not apply unless expressly agreed to in writing by Supplier.
  2. Contract Content/Prices
    1. The written confirmation from the Supplier is decisive for the content and extent of deliveries and services.
    2. The relevance of the written confirmation also applies to orders to our agents and / or sales representatives.
    3. All other agreements, amendments, etc. shall only be made in writing.
    4. All technical data in our catalogs and other sales documents, lists and drawings as well as weight and proportions are created carefully with subsequent corrections of obvious errors reserved.
    5. Basis of price calculation are price lists at the signing of the contract. All prices are exclusive of applicable VAT.
    6. All prices are ex works, excluding packaging. The packaging is charged at cost price.
  3. Delivery Times / Late Delivery
    1. The stipulated delivery period commences when Confirmation of Order has been sent, however not before all documents, approvals, confirmations to be provided by Buyer have been furnished and not before any contractually agreed down-payment has been received. Fixed transactions require express written consent.
    2. If the reason for not meeting delivery deadlines is due to a force majeure such as mobilization, war, riot or similar events such as strikes, lockouts, etc., the time limits are extended accordingly.
    3. Such a reasonable extension of delivery times also occurs in a non-timely delivery by the Supplier.
    4. If the delivery date or delivery by the Supplier is not met, the Buyer is obliged to notify the Supplier in writing of a reasonable grace period. If the Supplier does not deliver within the prescribed period, the Buyer is entitled to withdraw from the contract.
    5. The Buyer is obliged to explain to the Supplier's request within a reasonable period whether he withdraws from the contract due to the delayed delivery, and / or claims damages instead of the service desired and / or insists on the delivery.
    6. If delivery, shipping or delivery is postponed at the request of the Buyer, the Supplier can add a storage fee of 0.5% of the total bill for each month, maximum of 5% of storage charges to the Buyer invoice, ten business days after notice of readiness for delivery of the goods. The proof of higher or lower storage costs have been incurred.
  4. Delivery Conditions
    1. The Supplier is entitled to partial deliveries to a reasonable extent.
    2. Customary over-or under-delivery of up to 5% of the ordered quantity are permitted, unless a deviation report of the contracted quantity in a particular case the Buyer.
    3. Any deviation in the design, manufacture and scale of the goods to be delivered and color variations may be permitted within the commercial tolerance.
    4. The Buyer also authorizes any varying changes in the interest of technical improvement of the product.
  5. Transfer of Risk
    1. The risk of accidental loss and / or loss shall pass to the shipment or delivery to the person performing the transport to the Buyer.
    2. This also applies to the case where the Supplier or his agents undertake the transport themselves.
    3. In addition, the risk passes to the Buyer as soon as he fails to accept the delivery after the Supplier has notified the Buyer of delivery readiness
    4. The Supplier is entitled but not obliged, in the name and on behalf of the Buy to get separate insurance for the complete delivery with the inherent dangers.
    5. The Buyer is obliged to report transport damage the Supplier immediately after delivery.
  6. Terms of Payment
    1. The invoices of the Suppliers are to be payed one month after the invoice date without any deduction. The payment shall be effected as soon as the Supplier may have the amount. If the Buyer does not pay within the performance period, i.e. within one month from the invoice date, he comes into default, even without warning.
    2. If the date of the invoice or statement of payment or receipt of this insecure, it must be payed within 30 days of receiving the goods. This occurs by day 31 after receiving the goods.
    3. For payment within 14 days from the date granted by the Supplier, the Supplier grants 2% discount. This does not apply to custom work. Such a discount also requires that the Buyer is not culpably his other financial obligations in arrears and is credited on the invoice to the Supplier's account within the agreed period.
    4. If the Buyer is in default, the Supplier may demand the Buyer to pay interest at the legal rate. The Buyer can not object, however, that the Suppliers only have incurred less or no loss of interest. The right to claim further damages remains unaffected.
    5. The Supplier is not obliged to accept bills of exchange. They will only be accepted in individual cases under special agreements of performance. The payment is only made when the check or draft was cashed. The discount and collection charges for the exchange at maturity of the debt will be paid by the letter of credit and become immediately payable in cash.
    6. Regardless of agreed payment arrangements, outstanding debts are to be paid immediately if the person entering the Buyer a circumstance that will not adhere to agreements made regarding reasonable payments. This is the case with reasonable evidence of a significant deterioration in the financial position of the Buyer, especially the payments, check and bill protests or late payment, if it is seen that the claim is compromised by the Supplier for the consideration due to inability of the Buyer. In these circumstances, the Supplier is also entitled to require performance step by step or to order additional collateral. Furthermore, the Supplier is entitled to determine a reasonable deadline by which the Buyer has to pay step by step against the performance of the Supplier or provide security. After unsuccessful expiry of the period, the Supplier may withdraw from the contract.
    7. As part of the warranty for defects, the Buyer may withhold payments to authorized collection of the complaint only to an extent which is in reasonable proportion to the material defect. Moreover, retention of the Buyer is excluded.
    8. The Buyer is entitled to compensation only with undisputed or validly determined counterclaims
    9. All claims against the Buyer are to be payed if the Buyer declares bankruptcy.
  7. Reservation of Title
    1. Supplier reserves title to all goods delivered until Buyer settles all payment obligations including any debit balances from former deliveries. The goods are subject to an extended reservation of title.
    2. Buyer shall neither give the delivery item in pledge nor assign it for security. Buyer shall notify Supplier without delay of any seizure, confiscation or any other orders by any third party.
    3. The Buyer is entitled to sell the goods in the ordinary course of business, provided that he receives the agreed payment or no assignment clause is agreed. The Buyer hereby assigns to the claim arising from the sale to the purchase price to the vendor as security. It remains to collect the receivables assigned by way of authorized security, so long as such approval is not revoked. The authorization may be revoked if the Buyer’s contractual obligations are at fault or are no longer comply. With the revocation of the authorization, the Supplier is entitled to display of the assignment. The Buyer shall notify of the assignment and collect the necessary documents once available.
    4. A sale in the ordinary course of business do not apply if the Buyer pledged against paragraph 2, the goods are subject to a third party as security, and / or subject to factoring and / or sale-lease-back method.
    5. By damage or other impairment of the retained goods, the Buyer must notify the Supplier immediately. If the Buyer incurs damage or interference claims against a third party, he transfers these to the Supplier.
    6. If the value of all security rights granted to the Supplier, the amount of all secured claims is more than 20%, the Supplier shall release a corresponding part of the security interest if requested so by Buyer.
    7. For breaches the law, especially in case of default, the Supplier is entitled to resign and take back the retained goods. The Buyer has an obligation to surrender. The withdrawal of the goods or enforcement of the title alone requires a withdrawal of Suppliers from the contract and does not apply as an implied declaration of withdrawal from the contract unless the Supplier explicitly stated that these acts were to be understood as a withdrawal.
  8. Receipt/Acceptance
    1. The Buyer must call the Supplier within a reasonable time before delivery of the goods to binding one or more persons by name, which is authorized to accept delivery and sign the delivery note or are. This is especially true if to be delivered to a location other than the address of the purchaser.
    2. If none of the above by the Buyer, authorized person at the agreed delivery date at the agreed place of delivery or present to accept the goods, the Buyer falls into arrears with the result that the risk passes to him. He also has to bear the additional costs arising from the fact that a re-delivery must be made.
    3. The Buyer may not refuse to receive goods due to minor defects.
    4. In contracts, the Buyer is also in minor defects of the work required for acceptance.
    5. The decrease is the same, if the Buyer is not the work within it decreases the Supplier specific reasonable time, although he was obliged to accept.
  9. Warranty
    1. Warranty claims shall not be admissible deviation from the agreed quality and with only minor impairment of usefulness. The agreed quality is apparent in particular from the product description.
    2. Warranty claims are also not tear or damage caused by the transfer of risk from faulty or negligent treatment or operation, excessive stress in particular by exceeding the load limits or from particular external influences not assumed under the contract.
    3. Furthermore, there are no warranty claims for products that were due to a design or construction of a plan of the Buyer made pursuant to a request and therefore incorrect.
    4. If improper modifications or repair work was made by the Buyer or third party for these and the resulting consequence are likewise excluded.
    5. The Buyer has the goods sent to him immediately checked for their proper condition and back and open defects within a period of ten days of receipt of goods to the Supplier in writing. For latent defects that period apply after its discovery.
    6. Case of justified complaints, that is, in the presence of defects, or whose cause is already in the time the transfer of risk, the Supplier is entitled to choose the defect (defect) or replacement (replacement).
    7. If the Supplier is not able to repair or replace according § 439 (3) Civil Code to refuse to repair or replenishment of the right or is there a delay in the repair or replacement of an appropriate time limit, for which the Supplier has, or if the repair or replacement delivery fails twice, the Buyer is entitled either to withdraw from the contract or demand a reduction of the purchase price.
    8. Legal rights of recourse against the Supplier only in so far as the legal requirements are met. Therefore, no recourse if the Buyer has met with his client about the legal rights beyond arrangements under a guarantee or a gesture of goodwill.
    9. Legal rights of recourse against the Supplier only in so far as the legal requirements are met. Therefore, no recourse if the Buyer has met with his client about the legal rights beyond arrangements under a guarantee or a gesture of goodwill.
    10. The legal consequences of breaches of the commercial examination and notification (pursuant to § 377 Commercial Code) remain unaffected.
    11. For claims for damages in the remaining section X.. Further or other than in this Section and Section X. regulated claims against the Supplier or its agents due to a defect are excluded.
  10. Compensation / Liability
    1. The Buyer cannot claim any damages for whatever legal reason, especially on account of the violation of an obligation arising from the debt relationship or on account of a civil offence unless where the Product Liability Act (Produkthaftungsgesetz) provides mandatory liability such as liability for willful or gross negligence or if a human being is killed, injured or affected in his health or if an essential contractual duty is violated. 
    2. The right to claim damages if an essential contractual duty is violated shall, however, be limited to the typically foreseeable damage unless where a limitation of liability is excluded for any other reason due to willful and gross negligence or if a human being is killed, injured or affected in his health.
    3. Buyer shall not be entitled to claim compensation for any expenditure in connection with post-performance, especially transport, travel, labor and material costs if such expenditure is increased due to the fact that the delivery item was later transferred to a different place which is not identical with consignee´s address as indicated by the Buyer unless such transfer is coherent with the designated use of the delivery item. The same applies to the right of recourse.
    4. The statutory limitation period for any claims for damages and the compensation of expenditure in connection with the non-conformance of goods shall apply. (see IX. 9.).
  11. Contract Adjustment
    1. Where unforeseeable events within the meaning of III. 3. or circumstances within the meaning of § 313 BGB, the economic importance or the contents of the Supplies or considerably affect the operation of the Supplier significantly, the contract under the principle of good faith will be adjusted accordingly. If this is not economically justifiable, the Supplier has the right to withdraw from the contract. Will he exercise this right of termination, he shall immediately upon discovery of the significance of the event to notify the Buyer even if with the Buyer to extend the delivery time was agreed upon.
  12. Miscellaneous
    1. To cost estimates, drawings and other documents (hereinafter "documents") reserves the Supplier in the property and copyright rights without limitation. The documents may be disclosed to third parties only after the prior consent of the Supplier and if the order is not placed with the Supplier, be returned immediately upon request. Sentences 1 and 2 shall apply mutatis mutandis to documents of the Buyer, which may however be disclosed to third parties to whom the Supplier may rightfully transfer the supplies.
    2. The legal relationship in connection with this contract is subject to German substantive law excluding the UN Convention on Contracts for the International Sale of Goods.
    3. The sole jurisdiction for all disputes arising directly or indirectly arising conflicts Iserlohn i.e. Hagen in Westphalia.
    4. For both parties, the place of performance and venue for all contractual duties as well as venue for any action arising out of a bill shall Hemer-Bredenbruch.
    5. If any provision of these terms and conditions or a provision of other agreements be or become invalid, the validity of all other provisions or agreements shall not be affected.