1. Scope: These terms and conditions of sale apply exclusively to businesses, legal entities under public law, or special public funds within the meaning of § 310 paragraph 1 of the German Civil Code (BGB). We only recognize terms and conditions of the customer that contradict or deviate from our terms of sale if we have explicitly and in writing agreed to their validity. All our deliveries, services, offers, and sales are made exclusively on the basis of the following conditions. These form an integral part of all concluded contracts and also apply to all future business relationships, provided they concern transactions of a similar nature, even if they are not expressly agreed upon again. By placing an order, or at the latest upon acceptance of the delivery or service, these GTCs are acknowledged by the customer.
2. Offers: Written and oral offers by ALPTECH are non-binding and without obligation, even if not explicitly stated as such. If an order submitted to us is to be considered an offer within the meaning of § 145 BGB, we may accept it within two weeks.
3. Prices: All prices published orally or in writing are non-binding. Errors and short-term price changes are reserved. All prices are net plus shipping, packaging, insurance, and statutory value-added tax. Unless a fixed price agreement has been made, reasonable price adjustments are reserved due to changes in labor, material, and distribution costs for deliveries made three months or later after contract conclusion. In case of payment default by the customer with more than a single claim, all outstanding claims against the customer become immediately due.
4. Transfer of Risk: If the goods are shipped at the customer’s request, the risk of accidental loss or deterioration of the goods passes to the customer upon dispatch, at the latest when leaving the factory/warehouse. This applies regardless of whether the shipment is made from the place of performance or who bears the freight costs. Regardless, ALPTECH reserves the right to insure the goods for shipping at the customer’s expense.
5. Delivery: Any delivery deadlines require written confirmation by ALPTECH. All deliveries are subject to correct and timely self-supply. Partial deliveries are permitted. Delays in delivery and performance due to force majeure and events that significantly hinder or make delivery impossible, such as strikes, operational disruptions, official orders, material procurement difficulties, etc., even if occurring at ALPTECH’s suppliers, shall not be the responsibility of ALPTECH, even for bindingly agreed deadlines. The start of the delivery time specified by ALPTECH requires the timely and proper fulfillment of the customer’s obligations. The plea of non-performance of the contract is reserved. Acceptance of the ordered and delivered goods is a principal obligation of the buyer. If the buyer refuses acceptance or fails to accept, they are in default. If the customer is in default of acceptance or culpably breaches other cooperation obligations, ALPTECH is entitled to claim compensation for the damage incurred, including any additional expenses. Further claims remain reserved. In case of default of acceptance, the risk of accidental loss or deterioration of the purchased item passes to the customer at the moment they are in default or debtor delay.
6. Payment Terms: The first two deliveries are made by cash on delivery. After the first two deliveries, ALPTECH may deliver by invoice, among other things if the customer’s credit is insured by ALPTECH. Payment of the purchase price upon delivery against invoice must be made exclusively to the account specified by ALPTECH in the invoice. A deduction of discount is only permitted if explicitly agreed in writing. Unless otherwise agreed in writing, the purchase price is due within ten days after delivery. In case of default by the customer, ALPTECH is entitled to charge default interest of up to 8 % above the respective base rate. Further damages resulting from default may also be claimed by ALPTECH. In case of default, ALPTECH is furthermore entitled to charge reminder fees of up to 10 EUR and to transfer the claim to a collection agency. The customer is obliged to bear the costs incurred for the use of the collection agency. The customer is only entitled to withhold or offset payments if the counterclaims have been legally established or acknowledged by ALPTECH. A right of retention also exists for the customer only insofar as their counterclaim arises from the same contractual relationship. If a significant deterioration in the customer’s financial situation occurs after the conclusion of the contract, or if ALPTECH becomes aware of insufficient liquidity of the customer, ALPTECH reserves the right to request corresponding security. If this request is not promptly met, ALPTECH reserves the right to withdraw from the contract. Any upcoming delivery may be postponed until the security has been provided.
7. Retention of Title: ALPTECH retains ownership of the goods until all claims against the customer from the business relationship, including future claims from simultaneously or subsequently concluded contracts, have been settled. This also applies if individual or all claims of the seller have been included in a running account and the balance has been drawn and acknowledged. The customer is only entitled to resell the reserved goods in the ordinary course of business if they assign to ALPTECH all claims arising from resale against buyers or third parties. If reserved goods are resold unprocessed or after processing or connection with items that are exclusively owned by the customer, the customer hereby assigns all resulting claims in full to ALPTECH. If reserved goods are resold by the customer – after processing/connection – together with goods not belonging to the seller, the customer hereby assigns claims arising from the resale up to the value of the reserved goods, including all ancillary rights, with priority over the remaining goods. ALPTECH accepts this assignment. The customer is authorized to collect these claims even after assignment. ALPTECH’s authority to collect the claims itself remains unaffected; however, ALPTECH undertakes not to collect the claims as long as the buyer properly fulfills their payment and other obligations. ALPTECH may require the customer to provide information about the assigned claims and debtors, provide all information necessary for collection, hand over the associated documents, and inform the debtors of the assignment. Any processing or combining of the reserved goods is carried out by the customer for ALPTECH without creating obligations for ALPTECH. In the case of processing, combining, mixing, or blending the reserved goods with other goods not belonging to ALPTECH, ALPTECH acquires co-ownership of the new item proportionally to the value of the reserved goods relative to the other processed goods at the time of processing/combining/mixing. If the customer acquires sole ownership of the new item, the contracting parties agree that the customer grants ALPTECH co-ownership of the new item proportionally to the value of the processed/combined/blended reserved goods and stores it for ALPTECH free of charge. If, in connection with payment of the purchase price by the buyer, a liability by bill of exchange is established, the retention of title and the underlying claim from the goods delivery shall not expire before the bill is honored by the buyer as drawee. If the value of the existing securities exceeds the claims to be secured by more than 20 %, ALPTECH is obliged, upon the customer’s request, to release the excess.
8. Complaints, Warranty: ALPTECH warrants, within the framework of the statutory warranty provisions, that all goods delivered are free from material and manufacturing defects at the time of transfer of risk, with the following provision: The customer undertakes to check all deliveries from ALPTECH upon receipt for freedom from defects and proper condition. Shortages, wrong deliveries, and obvious defects must be reported in writing by the customer within 14 days of receipt. The obligation of merchants to immediately report defects according to §§ 377, 378 HGB remains unaffected. This also applies to merchants in the case of recognizable incorrect deliveries by ALPTECH if products particularly susceptible to rapid depreciation (e.g., memory modules) are delivered. In such cases, the goods must be returned to ALPTECH immediately by return shipment. Transport damages must be reported immediately to the carrier, and the packaging must be kept for the time being to secure any claims of the customer. ALPTECH reserves the right to rectify defects, even repeatedly, and to make replacement deliveries. If rectification or replacement delivery fails, the customer may reduce the purchase price or withdraw from the contract. Defects caused by improper handling or interventions by the customer or third parties are excluded from this warranty. In the event of complaints, the customer is obliged to describe the defect precisely. Removal of markings, labels, and other identification features on the goods will result in loss of warranty claims.
9. Manufacturer’s Warranty: ALPTECH is not obliged to accept goods affected by a manufacturer’s warranty for forwarding to the manufacturer. In cases where ALPTECH accepts goods out of goodwill, ALPTECH is liable to the customer only for intent and gross negligence. ALPTECH may return such goods to the customer at any time without giving reasons, without incurring any liability to the customer from the manufacturer’s warranty.
10. Place of Performance and Jurisdiction: Königstein/Taunus
11. Final Provisions / Severability Clause: Should any provision in these terms and conditions or any provision within other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements. In place of the invalid provision, an appropriate regulation shall apply, which comes as close as possible to the invalid clause within the limits permitted by law.
