As of: May 27, 2021
The basis of a permanent and lasting business relationship are not contractual conditions, but a trusting cooperation. The following general terms and conditions supplement the statutory provisions and represent the framework for legal relationships with our customers.
1.1 The following conditions apply to all contracts and contractual offers from ALIGA-Tor GmbH, unless mandatory statutory regulations take precedence. Any conflicting terms and conditions of the contractual partner are hereby expressly contradicted.
1.2 Orders, subsidiary agreements, changes and other agreements only become effective with our written confirmation. Our employees and vicarious agents are not authorized to make promises or to make changes to the text of the contract.
1.3 Offers contained in brochures, advertisements, etc. are non-binding and non-binding, including with regard to the price information.
Scope of services
2.1 The scope of services and deliveries by ALIGA-Tor GmbH results from the order confirmation. ALIGA-Tor GmbH reserves the right to make design changes and other technical improvements and adjustments to systems and spare parts offered or ordered until completion and assembly without the prior consent of the customer, provided that DIN regulations do not conflict with quality, performance or other technical data are not worsened by this.
2.2 Delivery and assembly times are non-binding until the order is accepted. Fixed delivery and assembly dates are only binding if they have been agreed in writing. If delivery and assembly times are agreed in days, only working days count, excluding Saturdays.
2.3 The delivery period is met if the delivery item has left ALIGA-Tor GmbH by the time it expires or the customer has been notified of readiness for dispatch. In the case of late delivery, the customer's reminder leads to default, whereby a reasonable grace period must be granted. If ALIGA-Tor GmbH does not complete its service within the appropriate grace period despite a written reminder from the customer, the customer is entitled to cover his damage caused by delay for each full calendar week of delay after the waiting period has expired up to 0.5% of the order value of the respective to demand that the scope of services not performed on time, but not more than 5%, as compensation for delay, if this resulted in verifiable damage of at least this amount.All further claims for damages by the customer are excluded in the event of delayed delivery or delayed completion, even after the expiry of a grace period set by ALIGA-Tor GmbH, insofar as such an exclusion is legally permissible.
2.4 In the event of force majeure, sales or traffic disruptions, fire damage, floods, operational disruptions or strikes at ALIGA-Tor GmbH or its suppliers, the obligations arising from the contractual relationship are suspended for the duration of these disruptions. + Pandmie
2.5 In the case of partial deliveries are permitted.
Prices and terms of payment
3.1 Invoices are due within 10 days of the invoice date without deduction. A payment term deviating from this requires an agreement.
3.2 The customer is only entitled to offset against counterclaims if these have been determined by a court or are undisputed. The customer is only entitled to a right of retention in the cases of section 5 of these conditions.
Retention of title
4.1 ALIGA-Tor GmbH remains the owner of all goods and materials delivered by ALIGA-Tor GmbH until they have been paid for in full. All deliveries are considered to be a coherent delivery transaction. In the case of a running account, the reserved property serves as security for all monetary claims.
4.2 If the customer acts in breach of contract, in particular in the event of default in payment, ALIGA-Tor GmbH is entitled to take back the delivered items and to withhold outstanding deliveries, without this being regarded as a withdrawal from the contract. Withdrawal must always be expressly declared in writing. In the case of sentence 1, ALIGA-Tor GmbH is authorized to exploit the proceeds, less the exploitation costs, are to be offset against the customer's liabilities.
4.3 If products supplied by ALIGA-Tor GmbH are combined by the customer with other items to form a single item, or processed or converted, ALIGA-Tor GmbH becomes co-owner of the new item.
4.4 If the customer sells the goods delivered by ALIGA-Tor GmbH, he hereby already now assigns the claims against his customers arising from the sale with all ancillary rights (e.g. also claims from other means of security) until all claims against ALIGA-Tor have been paid in full GmbH.
4.5 ALIGA-Tor GmbH can demand that the customer notify the third-party buyers of the assignment; he has to give ALIGA-Tor GmbH the information necessary to assert its claims and to hand over documents.
4.6 The customer must notify ALIGA-Tor GmbH immediately in writing of any seizure of the goods subject to retention of title, so that the rights according to § 771 ZPO can be preserved. If the third party is unable to reimburse ALIGA-Tor GmbH for the judicial and extrajudicial costs of a lawsuit according to § 771 ZPO, the customer is liable for the loss incurred.
4.7 ALIGA-Tor GmbH will release the aforementioned security insofar as its value exceeds the claims to be secured by more than 20%.
4.8 If the retention of title should not be effective for legal reasons, the customer is obliged to bring about the claims of ALIGA-Tor GmbH in another legally effective way and to participate in the necessary measures.
Defects and liability
5.1 In the event of a lack of warranted properties or defects, ALIGA-Tor GmbH can, at its own discretion, repair or deliver new items free of charge. The customer must allow a reasonable period for this, taking into account the delivery times of sub-suppliers. If an attempt at rectification fails, a further period according to sentence 1 must be granted once.
5.2 Unless otherwise required by mandatory statutory regulations, further claims by the customer are excluded. ALIGA-Tor GmbH is therefore not liable for damage that did not occur on the object on which the service was provided; in particular, ALIGA-Tor GmbH is not liable for lost profit or other financial losses suffered by the customer.
5.3 Further claims of the customer than those provided for in point 5 of these terms and conditions, in particular a claim for compensation for damage that did not occur on the subject of the contract itself or that insist on the violation of property rights, are excluded. This also applies to unauthorized acts. This exclusion of liability does not apply in the event of willful intent or gross negligence.
5.4 If liability for ALIGA-Tor GmbH is excluded or limited, this also applies to the personal liability of employees or representatives of ALIGA-Tor GmbH
5.5 The exclusion of liability does not apply in cases in which, according to the Product Liability Act, liability is assumed for defects in the delivery item for personal injury and property damage to privately used items. It also does not apply in the absence of properties that are expressly guaranteed, if the purpose of the guarantee was to protect the customer against damage that did not occur on the subject of the contract itself.
Additional obligations and advice
6.1 We are only obliged to provide additional services (e.g. operating and maintenance instructions) and advice in accordance with an express agreement.
6.2 Recommendations are always non-binding.
7.1 The place of performance and jurisdiction is our place of business.
7.2 German law applies exclusively to every contract with ALIGA-Tor GmbH.
7.3 Should individual provisions of these general terms and conditions be or become ineffective for whatever reason, the validity of the remaining provisions shall remain unaffected. The ineffective regulation is to be replaced by a regulation whose economic success comes as close as possible to that of the ineffective one.