valid from 01 May 2020
I. Scope of application
Unless expressly agreed otherwise, these conditions apply to all contracts between Alfred Willich GmbH & Co. KG (hereinafter referred to as “Supplier”) and the customer (hereinafter referred to as “Purchaser”). The General Terms and Conditions proposed by the Purchaser are expressly rejected. Should individual provisions of these terms and conditions be or become invalid, the validity of the remaining provisions shall remain unaffected; instead, the statutory provisions shall apply.
II. Offers and prices
Unless otherwise agreed, all offers of the Supplier shall be made at the (market) price current on the day. Unless otherwise agreed, the costs of shipment shall be at the expense of the Purchaser. The contractual language is German. If copies of the contract or parts thereof are additionally made available in another language, in the event of lack of clarity or deviations the German-language version shall prevail. The negotiating languages shall be German or English.
The purchase price is indicated in Euro and, unless otherwise agreed, payable immediately. Any exchange rate losses shall not be borne by the Supplier. Default shall occur at the latest seven (7) working days after despatch of the invoice by the Supplier. Upon occurrence of the default, the Purchaser is obliged to pay the lump sum as defined in § 288 para. 4 BGB (German Civil Code) and to pay default interest on the claim at the rate of 9 percentage points above the respective base interest rate.
IV. Terms and conditions of delivery
The risk of damage and accidental loss of the goods shall pass to the Purchaser when the goods are handed over to the forwarding agent or carrier. An agreed freight-paid delivery has no influence on the transfer of risk.
The Purchaser is obliged to inspect the goods delivered immediately after receipt to see whether they are free of faults and shall notify the Supplier immediately in writing of any faults detected. The period for inspection begins upon receipt of goods. If no obvious defects are reported within three days of receipt of goods or if the Purchaser fails to notify the Supplier of a defect within these time limits, the goods shall be deemed approved. Concealed defects must be reported to the Supplier immediately, at the latest within three days after their discovery, in writing or in text form. If the Purchaser fails to notify the Supplier accordingly, the goods shall be deemed approved.
In the event of a defect, the Supplier may, at his/her discretion, either remedy the defect or deliver a non-defective replacement. If the preferred type of supplementary performance is only possible at disproportionate costs, the supplier can refuse the desired type of supplementary performance. If the preferred type of subsequent performance is excluded or the Supplier refuses subsequent performance due to disproportionate costs, the Purchaser is entitled to a reduction in price or to withdraw from the contract. In the event of withdrawal, the Purchaser is obliged to compensate for any benefits derived.
Claims of the Purchaser are excluded if the defect of the goods is due to improper storage or processing. Storage and processing shall be carried out in accordance with the Supplier’s known production information. In favour of the Supplier, it is assumed that storage and processing have not been carried out according to the product information, unless the Purchaser can prove that the product information has always been observed by the Purchaser and his vicarious agents.
After the expiry of one year starting from receipt of the goods, any assertion of warranty claims shall be excluded. This does not apply to claims for damages due to injury to life, body or health and/or claims for compensation due to damage caused by the Supplier or his/her vicarious agents caused by gross negligence or intent. In this respect, the statutory limitation periods shall apply.
VI. Compensation and indemnification
The liability of the Supplier and his/her vicarious agents is limited to cases of intent and gross negligence. This does not apply to damages to life, body and health. In addition, the indemnification does not cover the liability of the Supplier in the case of slight negligence (provided that no contractual obligations are affected by this) whose fulfilment forms an essential part of the contract and on whose observance the Purchaser could rely (so-called “cardinal obligations”).
VII. Reservation of proprietary rights
The Supplier shall remain the owner of the delivered goods until all of the payments arising from the business relations with the Purchaser have been settled in full (this applies in particular to the payment of the purchase price of past deliveries – including deferred payments – plus all costs and interest).
The Purchaser is entitled to process and sell the goods in the ordinary course of business. Any processing and transformation of goods by the Purchaser shall take place exclusively for the Supplier, unless the Purchaser has fully settled the purchase price claim. As a precautionary measure, the Purchaser assigns claims resulting from any processing act or sale to the Supplier. The Supplier hereby authorises the Purchaser to collect this claim. In the event of processing with other goods not belonging to the Supplier, the Supplier shall be entitled to co-ownership of the new item in the ratio of the invoice value of the Supplier’s reserved goods to the purchase price of the other processed goods (at the time of processing).
VIII. Jurisdiction and place of performance
It is agreed that German law shall apply, excluding private international law and the UN Convention on Contracts for the International Sale of Goods. Place of performance shall be Versmold, Germany; place of jurisdiction shall be Halle/Westf., Germany.