Terms and conditions
General Terms and Conditions of Alex 4 Distribution GmbH for entrepreneurs (B2B) -
Status 01-07-2015
1 - General - Scope
(1) These terms and conditions shall apply to all present and future business relations. Deviating, conflicting or supplementary general terms and conditions of business, even if known, shall not become part of the contract unless their validity is expressly agreed in writing.
(2) These terms and conditions shall apply exclusively to transactions with contractual partners who are natural persons or legal entities or partnerships with legal capacity acting in the exercise of a commercial or independent professional activity.
2 - Conclusion of contract
(1) All offers are subject to confirmation. By placing an order for goods, the buyer bindingly declares that he wishes to purchase the ordered goods. Purchase contracts are only concluded by a declaration of acceptance
(2) Alex 4 Distribution GmbH is entitled to accept the contractual offer contained in the order within two weeks after receipt. The acceptance can also be declared by delivery of the goods to the buyer.
(3) The acceptance of the contract offer is subject to the correct and timely delivery by the suppliers of Alex 4 Distribution GmbH. This is only valid in case the non-delivery is caused by an obstacle for which Alex 4 Distribution GmbH is not responsible. The Buyer will be informed immediately about the non-availability of the service. The consideration, if already provided, will be refunded immediately.
(4) In case of non-compliance with the delivery time, the Buyer may set a grace period of at least 14 days in writing. After fruitless expiry of this period, a further period of at least 10 days shall be set. If this period of grace has also expired fruitlessly, the buyer may withdraw from the purchase contract. A claim for damages is excluded, unless the delay is due to intent or gross negligence.
(5) Information, for example, on delivery, dimensions, weights, materials, appearance, design, cut, colours and performance serve to describe a delivery item and do not constitute a guarantee of properties. An assurance of properties or guarantee must be made expressly and in writing in order to be legally effective.
(6) Alex4 Distributions GmbH reserves the right to deviate from the ordered delivery in the event of changes to articles, colours, design, etc., as long as this deviation does not lead to a detrimental effect on the buyer's sales, taking into account the market conformity. If the buyer does not object to such changes in performance of the delivery within 5 days after receipt of the goods, the delivery shall in any case be deemed to be in accordance with the contract.
3 - Default of Acceptance
If the buyer is in default with his obligation to accept the goods when properly provided, Alex 4 Distribution GmbH is entitled to claim damages or to withdraw from the contract after expiration of a grace period of at least 10 days.
4 - Warranty
(1) For material defects, Alex 4 Distribution GmbH will first provide supplementary performance by repairing the defect twice or by replacing the defective item twice, at Alex 4 Distribution GmbH's discretion.
(2) If the second supplementary performance fails, the buyer can principally demand reduction of the payment (reduction) or cancellation of the contract (rescission) at his choice. However, in the event of only a minor breach of contract, in particular in the event of only minor defects, the Buyer shall not be entitled to rescind the contract.
(3) If the purchaser chooses to withdraw from the contract due to a defect after subsequent performance has failed, he shall not be entitled to any additional claim for damages due to the defect. The defective goods must be returned to us in the unaltered condition in which they were delivered.
(4) The warranty period for new goods is two years from delivery of the goods. For used goods, the limitation period is one year from delivery of the goods.
(5) As condition of the goods only the product description of Alex 4 Distribution GmbH is considered as agreed. Public statements, promotions or advertisements of the manufacturer do not represent a contractual statement of quality.
(6) If the buyer receives a defective assembly instruction, Alex 4 Distribution GmbH is only obliged to deliver an assembly instruction free of defects and this only if the defect of the assembly instruction prevents the proper assembly.
(7) Alex 4 Distribution GmbH is not obliged to take back defect-free goods, which have been returned to the buyer within the framework of the consumer's distance selling rights.
(8) Guarantees in the legal sense are not given to the Buyer by Alex 4 Distribution GmbH. Manufacturer's guarantees remain unaffected by this with effect against the manufacturer.
5 - Transfer of Risk - Shipment
(1) The shipment takes place exclusively on account and risk of the buyer. The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer upon handover, in the case of sale by delivery to a place other than the place of performance, upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.
(2) The handover shall be deemed to have taken place if the buyer is in default of acceptance.
(3) If no special way of shipment is agreed upon, Alex 4 Distribution GmbH is entitled to ship the goods on a way of shipment which seems to be suitable.
(4) Established transport damages have to be reported immediately and the goods have to be sent in with a declaration of acknowledgement of the forwarding agency, post office, railroad or other parcel service as well as a declaration of assignment of the buyer. After this, a replacement delivery can be made by Alex 4 Distribution GmbH, as far as the prerequisites for a claim of the transport company are given and the buyer has handed over all documents and information necessary for this.
6 - Payment, set-off, right of retention
(1) Alex 4 Distribution GmbH delivers exclusively against prepayment or issued SEPA direct debit with 2% discount. All other payment modalities require prior written agreement.
(2) With delivery of the goods to the buyer the invoice will be issued. Alex 4 Distribution GmbH grants a 2% discount on the pure value of the goods if payment is made within ten days. In case of payment within 30 days the invoice amount is due net without any deduction. The day of payment is the day of receipt of payment. A cash discount deduction is inadmissible if there are still outstanding claims due to at least one further invoice already due. In the case of sale by delivery to a place other than the place of performance, the purchase price shall be exclusive of transport costs (see & 5 para. 1).
(3) The way of payment has to be exclusively non-cash. Alex 4 Distribution GmbH does not accept bills of exchange or checks.
(4) The Buyer has a right to set-off with counterclaims only if his counterclaims have been legally established or acknowledged.
(5) In case of default of payment Alex 4 Distribution GmbH is entitled to exclude the Buyer from further deliveries, even if they have already been confirmed, and to assert a corresponding right of retention. In exceptional cases, especially if the buyer is urgently dependent on the supply, which he has to indicate and prove immediately after assertion of the right of retention, a supply will take place after already given confirmation by Alex 4 Distribution GmbH after prepayment or cash on delivery.
7 - Retention of title
(1) Alex 4 Distribution GmbH retains ownership of all delivered goods until the Buyer has fully settled all claims arising from the current business relationship.
(2) The Buyer is entitled to resell the goods in the ordinary course of business. He already now assigns to Alex 4 Distribution GmbH all claims in the amount of the invoice amount, which accrue to him from the resale against a third party. Alex 4 Distribution GmbH accepts the assignment. After the assignment the Buyer is authorized to collect the claim. Alex 4 Distribution GmbH reserves the right to collect the claim itself as soon as the Buyer does not meet his payment obligations properly and is in default of payment.
(3) The Buyer is obliged to handle the goods with care. If maintenance and inspection works are necessary, the buyer has to carry them out regularly at his own expense.
(4) The buyer is obliged to inform Alex 4 Distribution GmbH immediately about any access of third parties to the goods, e.g. in case of seizure, as well as about any damage or destruction of the goods.
Furthermore, in case of seizure of the reserved goods or of claims assigned to Alex 4 Distribution GmbH by third parties, the buyer is obliged to immediately inform the seizing party as well as the involved enforcement authorities orally as well as in writing about the rights of Alex 4 Distribution GmbH (reservation of title) and to do everything else to protect the rights of Alex 4 Distribution GmbH. The Buyer has to inform Alex 4 Distribution GmbH immediately about a change of possession of the goods as well as about a change of his own domicile or location, if there is still a reservation of title. Upon request, the Buyer has to prove at any time where the goods subject to retention of title are located.
(5) Alex 4 Distribution GmbH is entitled to withdraw from the contract and to demand the return of the goods in case of breach of contract by the Buyer, especially in case of default of payment or in case of breach of an obligation according to paragraph 3 and 4 of this provision.
(6) The processing of the goods by the Buyer is always done in the name and on behalf of Alex 4 Distribution GmbH. If the goods are processed with objects which do not belong to Alex 4 Distribution GmbH, Alex 4 Distribution GmbH acquires the co-ownership of the new object in proportion to the value of the goods delivered by Alex 4 Distribution GmbH to the other processed objects. The same applies if the goods are mixed with other objects not belonging to Alex 4 Distribution GmbH.
8 - Final provisions, data protection, notice
(1) Transfers of rights and obligations from the sales contract require the written agreement of Alex 4 Distribution GmbH.
(2) The substantive law of the Federal Republic of Germany shall apply with the exception of the International Private Law (IPR) and the UN Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980, as amended from time to time.
(3) The exclusive local place of jurisdiction for all disputes arising from this contract is Berlin, Germany. The same shall apply if the Buyer does not have a general place of jurisdiction in Germany or if the Buyer's place of residence or habitual abode is unknown at the time the action is filed.
(4) By concluding the contract, the Buyer agrees that Alex 4 Distribution GmbH stores, processes and uses the personal data provided by the Buyer in order to execute the order.
(5) If any provision of the contract with the Buyer, including these General Terms and Conditions, is or becomes invalid in whole or in part, this shall not affect the validity of the remaining provisions. The incomplete or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.
(6) The Buyer's attention is drawn to the following, insofar as he is domiciled in a foreign country within Europe: The buyer is responsible for the fulfillment of the obligations of the "European Disposal Regulation" himself. The Buyer will indemnify Alex 4 Distribution GmbH from all damages which Alex 4 Distribution GmbH suffers due to a violation of the aforementioned regulation by the Buyer.
Berlin, 1st of July, 2015
Alex4
Alex4 Distribution GmbH
Lessingstr. 98, 100 – Haus 11
13158 Berlin
Germany
www.alex4.de
Tel +49(0)30 - 61 65 100 40
Fax +49(0)30 - 61 65 100 49