general terms and business conditions

§ 1 general scope of application

these general terms and conditions are deemed binding for all present and future business relationships. even if acknowledged, variant, opposing or supplementary general business conditions will not become an integral part of the contract, unless their validity is expressly agreed to.
in terms of our General Terms and Conditions, consumers are individual persons to whom pursuit of commercial or self-employed objectives cannot be attributed when establishing a business relation.
entrepreneurs in the sense of these Terms and Conditions are natural or legal persons or legally responsible private companies with whom we enter into a business relationship and who act by pursuing a commercial or an independent professional trade. customers within the meaning of the present terms shall be both consumers and also businessmen.

§ 2 conclusion of contract

our offers are non-binding. we reserve the right to implement reasonable technical changes as well as reasonable changes in respect of form, colour and / or weight. we shall be entitled to accept the contractual offer quoted in the order within a period of two weeks following its receipt. this acceptance can be done in writing or by delivering the product to the customer. the conclusion of a contract takes place under the reservation of the correct and punctual supply to us by our suppliers. this applies only if and to the extent that we are not responsible for the non-delivery, in particular, where a congruent covering transaction has been entered into with one of our suppliers. the customer will be informed of any non-availability of performance without delay. if the costumer orders the product by electronic means, then we shall save the text of the contract and, upon request, shall send it to the customer by e-mail along with these terms and vonditions.

§ 3 payments

our invoices,on which value added tax is specified seperately, are payable within 8 days from the invoice date with 2% discount. the customer commits to paying the total sum of the goods ordered, within 21 days after receiving the goods. after this period the customer shall be in default of payment. if the customer is a corporate customer, he shall pay interest charges at 8% above the current base rate on all overdue accounts. we reserve to verify and apply a higher default interest claim from businessmen. the customer has a right to deduct only in case their claim has been acknowledged through arbitration and accepted by us. the customer may exercise the right to retention only if the customer's counter claim is based on the same contract.

§ 4 dispatching purchase, transfer of risk

the delivery and dispatch from munich (gelsenkirchen, weißenburg, allersberg) in germany is always carried out at the costs and the risk of the receiver even if a freight paid delivery is agreed. the risk of incidental demise and of incidental deterioration of the merchandise is passed on to the contractual partner with merchandise transfer, in case of mail orders with the delivery of the merchandise to the carrier, to the freight carrier or the natural or legal person or institution otherwise determined for delivery. the transfer takes place irrespective of whether or not the company is present at the handover. In case of force majeure such as strikes, revolts, war, blockades, import or export bans, lack of raw material or fuel, fire, traffic stoppages, interruption of operations or transport and other circumstances beyond our control impeding or preventing the timely delivery by us or our sub-suppliers, we are entitled to postpone the delivery or, at our discretion, to withdraw wholly or partly from the contract with regard to the part not yet fulfilled. the customer can ask us within a reasonable time limit to state whether we intend to withdraw or to deliver within an appropriate period of time. in accordance with the contract, goods that are reported as ready for dispatch, must immediately be released, otherwise we are entitled after a warning to either dispatch, or store at our discretion, at the customer's cost and risk, and to bill immediately, even if delivery is impossible for a prolonged period of time as a result of circumstances beyond our control or the goods are stored upon the customer's request. at delivery to point of use of the costumer, the customer shall pay all costs from the moment from which he is obligated to accept the ordered goods. we determine the carrier or freight forwarder, the route and method of dispatch and the means of carriage and protection. examination and / or acceptance of the goods prior to dispatch will only take place in case of explicit written agreement. acceptance and / or examination of the goods can only take place at the supplier's works or store immediately after notification of readiness for dispatch. the customer shall bear all acceptance costs. fixed dates are binding only if confirmed by us in writing. if the customer is merchant, art. 377 and 378 of the german commercial code (HGB) need to be observed. if the costumer is non-merchant, he is obligated to notify us of any obvious discrepancies right away, latest within 3 days, in writing. If acceptance and / or examination does not take place, does not take place in time or in completeness,we are entitled to dispatch the goods without acceptance and / or examination or to warehouse the goods at the customer's expense and risk. the goods shall be regarded as contractually delivered and accepted in every respect on the date of dispatch or storage.

§ 5 retention of title, extended retention of title

the product remains our property until all outstanding debts in the current business relationship have been paid in full. the customer is entitled to resell the goods within the context of ordinary business transactions. He shall settle immediately all outstanding debts that he incurs through the resale of the goods to a third party to the value of the invoice amount. we hereby accept the assignment. the costumer continues to be entitled to collect outstanding payments after the assignment. we reserve the right to reveal the cession and to collect the receivables ourselves in case the customer does not meet his payment obligations and is in default of payment.

§ 6 warranty

for corporate customers, our initial warranty for defective merchandise shall be our choice of rectification of defects or replacement. if the subsequent performance fails, the customer may generally demand either a reduction in the remuneration or cancellation of the agreement (withdraw) as it sees fit. wowever, in the event of a minor breach of contract, particularly in the event of minor faults, the customer shall nothave the right to withdraw. should the customer choose to terminate the agreement due to defective title or defect after the subsequent performance failed, the customer shall have no right to claim damages due to the defect. if the customer, after sub-sequent fulfillment has failed, selects damages, then the goods remain with the customer if this is reasonable for him. compensation is restricted to the difference between the selling price and the value of the defective merchandise. this does not apply in case we cause the breach of contract at will. if the costumer is merchant, the warranty deed shall last 1 year. generally, for the conditions of the goods, only the product description of the manufacturer or the supplier is deemed agreed. public statements, promotion or advertising do not constitute contractual data on the nature of goods. We do not provide customers with guarantees in the legal sense. manufacturer's guarantees remain hereby unaffected.

§ 7 liability limitations

in the case of minor negligence and depending on the type of the goods our liability shall be limited to the foreseeable, direct, average damage that is typical to the contract. This also applies to the slightly negligent duty violations of our legal representatives and of our vicarious agents. towards companies we shall not be liable for violating immaterial contractual duties by ordinary negligence. the above limitation of liability does not apply to the claims of the customer from product liability. any damages the customer may assert against us - provided he has such claims under the above provisions - will, in any event, forfeit within one year after delivery of the goods. this does not apply if we can be blamed for malice.

§ 8 final provisions

the laws of the federal republic of germany apply. the provisions of UN purchasing law shall not be applicable. if the customer is a trader, the exclusive place of jurisdiction for all disputes arising from this contract shall be munich, germany. the same shall apply in case the customer does not have a general place of jurisdiction in germany. in case individual regulations of this contract with the customer, including these general terms and conditions, are or become ineffective, in full or in parts thereof, the effectiveness of the remaining regulations shall not be affected. the term that is invalid either in full or in part shall be replaced by a term that corresponds to the meaning of the invalid term as closely as possible.

ALU-PLAN GmbH
on april 2002