Terms and Conditions
General Terms and Conditions of ALPHAPARTS GmbH Flughafenstrasse 73, 41066 Moenchengladbach
1. General information
1.1. All deliveries and services of ALPHAPARTS GmbH (hereinafter referred to as „ALPHAPARTS“) are subject to the following terms and conditions throughout the entire business relationship, without the need for a new agreement for future orders. Any deviating or supplementary terms and conditions of the contracting party („Customer“) are hereby rejected and shall not apply unless they are expressly recognized by us in writing.
1.2. The specific services of ALPHAPARTS are listed in separate service certificates or service descriptions, which are agreed individually between the customer and ALPHAPARTS.
2. Conclusion of contract
2.1. All quotations from ALPHAPARTS are non-binding. Services and deliveries of a special nature that are provided for the preparation of a cost estimate, such as travel or dismantling, shall be invoiced to the customer even if the planned services are not carried out or only carried out in a modified form.
2.2. A legally binding contract shall only become effective with the order confirmation issued by ALPHAPARTS in text form. This also applies to orders received by representatives, orders placed by phone and changes to orders by the customer.
2.3. ALPHAPARTS reserves the right to withdraw from the contract without giving reasons until the price risk has passed to the customer (i.e. until the item has been delivered to the customer). The company will not reimburse any loss that may arise as a result.
2.4. If orders are placed for the maintenance, repair or processing of parts supplied by the customer, ALPHAPARTS must be provided with a detailed list with the exact designations and, if applicable, the dimensions of the individual parts. In the absence of such a list, the information in ALPHAPARTS‘ order confirmation shall serve as proof of the parts supplied.
3. Terms of delivery
3.1. Unless otherwise agreed, the goods shall be handed over or accepted at the ALPHAPARTS factory (EXW – Incoterms 2020). If the takeover or acceptance is not carried out by the customer personally, but by an authorized representative, the latter is obliged to prove his identity by means of appropriate identification. The company reserves the right to check this identification but is not obliged to do so.
3.2. If shipment is made at the customer’s request, this shall be at the customer’s expense and risk. Transport insurance shall only be taken out at the express request of the customer and at the customer’s expense.
3.3. Partial deliveries and partial services are permitted.
3.4. Delivery times stated by ALPHAPARTS are only binding if they have been expressly agreed in writing.
3.5. If ALPHAPARTS is in default of delivery or service, the customer is entitled to set a reasonable grace period. If no delivery or service is provided within this grace period, the customer shall have the right to withdraw from the contract.
3.6. Delays in delivery and services due to force majeure or other unforeseen events for which ALPHAPARTS is not responsible and which make delivery or service significantly more difficult or impossible, not only temporarily – even if they occur at ALPHAPARTS‘ suppliers or their subcontractors – are beyond ALPHAPARTS‘ responsibility, even in the case of bindingly agreed delivery dates. In such cases, ALPHAPARTS shall be entitled to postpone the delivery date or the service by the duration of the hindrance or to withdraw from the contract. Claims for damages of any kind are excluded in the event of force majeure or other unforeseeable events for which ALPHAPARTS is not responsible.
4. Prices, terms of payment
4.1. Unless expressly agreed otherwise, prices are ex works ALPHAPARTS and exclude postage, freight costs, export duties and packaging. VAT shall be borne by the customer, if applicable. If ALPHAPARTS provides the packaging, this may be charged.
4.2. Payment of all invoices shall be made immediately upon receipt of the invoice without deduction. Unless otherwise agreed, no deductions of any kind are permitted.
4.3. Offsetting or retention is only permitted in the case of undisputed or legally established counterclaims of the customer.
4.4. In the event of late payment by the customer or in the event of justified doubts about the customer’s solvency or creditworthiness, ALPHAPARTS shall be entitled – without prejudice to other rights – to demand advance payment for deliveries not yet made and to make all claims arising from the business relationship due immediately. The delivery obligations shall be suspended as long as the customer is in arrears with a due payment. In addition, in the event of late payment, the company shall be entitled to charge interest on arrears at a rate of 4 percentage points above the respective base interest rate for payment claims.
5. Transfer of risk
5.1. The risk shall pass to the customer as soon as the goods are received at the ALPHAPARTS factory or, if no receiving is intended, when the goods are handed over at the factory. In the case of shipment, the risk shall pass to the customer as soon as the shipment has been handed over to the person carrying out the transportation or has left the ALPHAPARTS factory for shipping purposes. If dispatch is delayed at the customer’s request, the risk shall pass to the customer upon notification of readiness for dispatch.
6. Default of acceptance
6.1. If the customer does not arrange for collection or order shipment within two weeks of notification of completion or availability of the goods, the customer is in default of acceptance or takeover. The risk of accidental deterioration and accidental passes to the customer upon the occurrence of this default of acceptance.
7. Insurance
7.1. ALPHAPARTS does not take out any additional insurance for the order items handed over by the customer. The customer bears the risk of insurance cover for the ordered item during the repair work.
8. Material/Objects of the customer
8.1. If additional items are added to the subject matter of the order, the Company is only liable for damage to these additional items in accordance with the provisions of Section 12 of these Terms and Conditions.
8.2. The customer grants the company a lien on all items brought in by him as security for claims arising from the underlying contract.
9. Retention of title
9.1. ALPHAPARTS retains title to all delivered items (reserved goods) until the customer has settled all claims arising from the business relationship with the company. This reservation also extends to the new products created by processing the reserved goods. If the reserved goods are combined, processed or mixed with other items, ALPHAPARTS shall acquire co-ownership in the ratio of the invoice value of its reserved goods to the invoice values of the other materials.
9.2. As long as the customer is willing and able to properly fulfill his obligations to the company, he may dispose of the goods belonging to him or a part thereof in the ordinary course of business.
9.3. While ownership is reserved, the customer must treat the reserved goods with care and carry out inspection, maintenance and servicing work at his own expense, insofar as this is necessary and customary. The customer may neither pledge the goods subject to retention of title nor transfer them as security during the period of retention of title. Should third parties gain access to the reserved goods, for example through seizure or confiscation, or should the goods be damaged or destroyed, the customer must report this immediately in writing. All costs for the removal of the seizure and the replacement of the reserved goods shall be borne by the customer, unless they can be collected by third parties.
9.4. If the customer violates his duty to handle the reserved goods with care or disregards other duties of care or is in default with the payment of secured claims, ALPHAPARTS shall be entitled to take back the reserved goods. This repossession shall only be deemed a withdrawal from the contract if this is declared in writing. After taking back the goods, the company is entitled to realize the goods. The revenues shall then be set off against the customer’s liabilities less reasonable utilization costs. This shall apply accordingly in all other cases of breach of contract by the customer.
9.5. If the retention of title is not permitted or only permitted to a limited extent under the applicable statutory provisions in the customer’s country, our aforementioned rights remain limited to the extent permitted by law.
10. Claims for defects
10.1. In the case of the purchase of goods, claims for defects in accordance with Section 11 of these Terms and Conditions shall only exist if the customer has properly fulfilled his obligations to inspect and give notice of defects in accordance with �� 377 of the German Commercial Code (HGB).
10.2. Any liability for material defects is excluded for the sale of used goods.
11. Rights of the customer in the event of defects
11.1. In order to assert the following rights, the customer must have informed ALPHAPARTS of the defect in text form within the limitation period and make the goods available immediately upon request.
11.2. In the event of justified defects reported in good time, ALPHAPARTS shall remedy the defect at its own discretion either by repair or by subsequent delivery. In the case of rectification, ALPHAPARTS shall decide whether this is to be done by repairing or replacing defective parts.
11.3. ALPHAPARTS reserves the right to rectify defects several times. If the defect is not rectified within a reasonable period of time or if the rectification is unsuccessful, the customer is free to withdraw from the contract or to reduce the remuneration appropriately.
11.4. If complaints prove to be unfounded and require extensive inspection, the company reserves the right to charge the customer for the costs of inspection and shipping.
11.5. Claims for defects shall lapse six month after the transfer of risk in accordance with Section 5 of these Terms and Conditions. No claims for defects shall apply if the goods are improperly installed, used, stored or maintained contrary to the instructions or directions of ALPHAPARTS or if changes, repairs or modifications are made to the goods or their parts without the consent of ALPHAPARTS or third parties. Unless the customer can prove that these circumstances are not responsible for the defect complained about.
12. Liability
12.1. Claims for damages are excluded, except in cases of willful misconduct or gross negligence, regardless of the nature of the breach of duty, including tort.
12.2. In the event of a breach of material contractual obligations, the company shall be liable for negligence, but limited to the foreseeable damage typical of the contract. Claims for loss of profit, saved expenses, claims for damages from third parties and other indirect and consequential damages are excluded in this case.
12.3. The limitations and exclusions of liability in paragraphs 1 and 2 do not apply to damages resulting from injury to life, limb or health.
12.4. The exclusions and limitations of the company’s liability apply equally to its employees, workers, representatives and vicarious agents
13. Data protection
13.1. ALPHAPARTS undertakes to treat the customer’s personal data in accordance with the applicable data protection regulations.
13.2. Personal data is only used for contract processing and to maintain the customer relationship.
13.3. The customer has the right to request information about the personal data stored about them at any time and to request that it be corrected, blocked or deleted.
14. Intellectual property
14.1. All intellectual property rights, including copyrights, trademarks and patents on the products and services provided by ALPHAPARTS remain with ALPHAPARTS.
14.2. The customer only receives a non-transferable, non-exclusive right to use the products and services within the scope of the purpose of the contract.
15. Confidentiality
15.1. Both parties undertake to keep secret all confidential information obtained in the course of the business relationship and not to pass it on to third parties, unless there is a legal obligation to disclose it.
15.2. This obligation shall also apply after termination of the contractual relationship.
16. Export control and sanctions
16.1. The customer undertakes to comply with all applicable export control laws and regulations.
16.2. The customer shall not directly or indirectly export or re-export any products or technical data received from ALPHAPARTS to countries subject to export restrictions.
16.3. ALPHAPARTS accepts no liability for violations of export control laws and regulations by the customer. The customer indemnifies ALPHAPARTS against any claims, damages, costs and penalties arising from the customer’s failure to comply with this clause, including claims by third parties.
17. Force Majeure
17.1. ALPHAPARTS shall not be liable for any failure to perform or delay in performance of its obligations due to events beyond its reasonable control, including, but not limited to, natural disasters, war, terrorism, riots, embargoes, government measures, labor disputes or other unforeseeable and non-culpable events.
17.2. In such cases, the affected party shall immediately inform the other party in writing of the event and its expected duration.
18. Miscellaneous
18.1. Unless otherwise agreed in writing, these Terms and Conditions constitute the entire agreement between the Company and the Customer. Verbal collateral agreements do not exist. Amendments, supplements and the revocation of these terms and conditions must be made in writing. This also applies to any waiver of the written form requirement.
19. Severability clause
19.1. Should individual provisions of this contract be invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a provision that comes closest to the economic purpose of the invalid provision.
20. Language clause
20.1.These GTC may be made available in several languages. In the event of discrepancies between the language versions, the German version shall prevail.
21. Place of jurisdiction
21.1. This contract is subject to German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all disputes arising from or in connection with this contract shall be Moenchengladbach.