General Terms and Conditions 2019

General Terms and Conditions of Sale Alfmeier Präzision SE, Industriestraße 5, D-91757 Treuchtlingen

Last Update: November 2019

1. Scope
1.1. These sales conditions of Alfmeier Präzision SE apply exclusively to companies, legal entities under public law or special funds under public law within the meaning of § 310 paragraph 1 BGB (hereinafter referred to as "Customer"). Any terms and conditions of the customer to the contrary or deviating from our terms and conditions of sale shall only be recognized by us if we expressly agree to their validity in writing. The terms and conditions of sale will also apply if we carry out delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our terms and conditions of sale.
1.2. These conditions of sale will also apply to all future transactions with the customer, even if they are not explicitly agreed again.
1.3. Terms and conditions of the customer or third parties will not apply, even if we do not object to their validity in individual cases. Even if we refer to a letter which contains or refers to the terms and conditions of the customer or of a third party, this does not constitute agreement with the validity of those terms and conditions.
1.4. In the case of framework agreements and continuing obligations, changes to the conditions of sale shall be notified to the customer in writing. They shall be deemed approved if the customer does not object in writing within one month of receipt of the notification. We will make special reference to this consequence when making the announcement.

2. Offer - Offer documents
2.1. Our offer is subject to change without notice unless otherwise stated in the order confirmation.
2.2. Conclusions of contracts and orders as well as amendments and supplements must be made in writing. This also applies to the written form requirement itself. Verbal agreements which are not confirmed by us in writing shall not become part of the contract.
2.3. We reserve ownership rights and copyrights to all documents, such as illustrations, drawings, calculations, etc., provided to the customer in connection with the placing of the order. This shall also apply to such written documents which are designated as "confidential". The customer requires our express written consent before passing them on to third parties.

3. Prices - Terms of payment
3.1. Unless otherwise stated in the order confirmation, our prices are quoted in Euro and apply "ex works", excluding packaging; this will be invoiced separately. We reserve the right to change our prices accordingly if cost reductions or cost increases occur after the conclusion of the contract, particularly due to collective wage agreements or changes in material prices. We will prove this to the customer upon request.
3.2. The statutory value added tax is not included in our prices; it is shown separately in the invoice at the statutory rate on the day of invoicing.
3.3. Deliveries, partial deliveries and/or other services are payable without deduction within 30 days of the invoice date, unless otherwise agreed with the customer. Interest on overdue payments shall be charged at a rate of 9% p.a. above the respective base interest rate. The assertion of a higher damage caused by default remains reserved.
3.4. The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged by us. Furthermore, he is only entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.

4. Delivery time, delivery quantities 
4.1. The beginning of the delivery period stated by us presupposes the clarification of all technical questions.
4.2. Compliance with our delivery obligation further presupposes the timely and proper fulfillment of the customer's obligation. The defense of non-performance of the contract remains reserved.
4.3. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. Insofar as the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.
4.4. Furthermore, in the event of a delay in delivery, we shall be liable for each completed week of delay within the framework of a lump-sum compensation for delay amounting to 0.5% of the delivery value, but not more than 5% of the delivery value. 
4.5. Further legal claims and rights of the customer remain reserved.
4.6. Quantities contractually agreed by us are to be understood as an upper limit. The monthly call-off is limited to a maximum of 1/12 of the promised annual quantity or, in the case of a shorter contractually agreed quantity, to a maximum of the monthly average quantity. Additional costs due to additional or reduced call-offs due to an order confirmation accepted by us amounting to +/- 5% shall be borne by the customer.
4.7. The party concerned shall not be liable for events of force majeure which considerably complicate the contractual performance of the party concerned or which temporarily hinder or render impossible the proper execution of the contract. Force majeure shall mean all circumstances independent of the will and influence of the contracting parties such as natural disasters, government measures, official decisions such as official requirements or delayed official inspections, blockades, war and other military conflicts, mobilization, civil unrest, terrorist attacks, strikes, lockouts and other industrial unrest, confiscation, embargo or other circumstances which are unforeseeable, serious and beyond the control of the contracting parties and occur after conclusion of the contract. Insofar as one of the contracting parties is prevented from fulfilling its contractual obligations by force majeure, this shall not be deemed to be a breach of contract, and the periods stipulated in the contract or on basis of the contract shall be extended appropriately in accordance with the duration of the hindrance. The same shall apply if the contracting party concerned is dependent on the advance performance of third parties and this is delayed. Each Contracting Party shall do everything in its power necessary and reasonable to mitigate the consequences of a force majeure. The party affected by the force majeure shall immediately notify the other party in writing of the beginning and end of the hindrance. As soon as it is established that the force majeure lasts longer than 6 months, each party is entitled to terminate the contract by registered letter.

5. Material provided by the customer
5.1. If it has been agreed between us and the customer that materials are to be provided by the customer, the customer must deliver them to us in good time and with an appropriate quantity surcharge of at least 5% in perfect condition at his own expense and risk.
5.2. If the customer does not fulfil his obligation according to clause 5.1. in due time, delivery periods shall not commence. In addition, the customer shall bear any additional costs incurred as a result of the delay, e.g. due to interruptions in production.

6. Transfer of risk - packaging costs
6.1. Unless otherwise stated in the order confirmation, delivery "ex works" is agreed. Separate agreements shall apply to the return of packaging.
6.2. If the purchased item is dispatched to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.

7. Liability for defects
7.1. Warranty claims of the customer presume that he has properly fulfilled his obligations to inspect and give notice of defects according to § 377 HGB (German Commercial Code).
7.2. If there is a defect in the purchased item, we shall be obliged, at our option, to subsequent performance in the form of rectification of the defect or delivery of a new defect-free item. In the event that the defect is remedied, we shall be obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the object of sale was brought to a place other than the place of performance.
7.3. If the supplementary performance fails, the customer shall be entitled, at his option, to withdraw from the contract or demand a reduction in the purchase price.
7.4. Warranty claims shall not exist in the event of only insignificant deviation from the agreed quality, in the event of only insignificant impairment of usability, in the event of natural wear and tear as well as in the event of damage arising after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable equipment or as a result of special external influences not assumed under the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences either. 
7.5. The limitation period for claims based on defects is 12 months, calculated from the transfer of risk.
7.6. The limitation period in case of a delivery recourse according to §§ 478, 479 BGB remains unaffected.

8. Liability
Our liability for any legal reason is limited - as far as legally permissible - to intent and gross negligence. This limitation of liability shall not apply in cases of injury to life, limb or health and in cases of mandatory statutory liability (e.g. product liability). In the event of a slightly negligent breach of material contractual obligations, our liability shall be limited to compensation for the foreseeable damage, unless there is damage in accordance with sentence 2. Essential to the contract is a duty which is of essential importance for the achievement of the contractual work, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the buyer relies and may rely.

9. Retention of title
9.1. We reserve title to the object of sale until full payment of all claims arising from the delivery contract. This shall also apply to all future deliveries, even if we do not always expressly refer to them. The retention of title applies to purchased goods which are to be paid for by means of part amortization.
9.2. In the event of breach of contract by the customer, particularly default in payment, we shall be entitled to take back the object of sale. The taking back of the object of purchase by us shall constitute a withdrawal from the contract. After taking back the object of sale, we shall be entitled to sell it; the proceeds of such sale shall be set off against the customer's liabilities - less reasonable selling costs.
9.3. The customer is obliged, as long as the ownership has not yet been transferred to him, to treat the purchased item with care; in particular, he is obliged to sufficiently insure it at his own expense against damage at replacement value. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
9.4. In the event of attachments or other interventions by third parties, the customer must notify us immediately in writing so that we can file a suit in accordance with § 771 ZPO (Code of Civil Procedure). Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
9.5. The customer is entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claims which accrue to him from the resale against his acceptance or third parties, irrespective of whether the object of sale has been resold without or after processing. The customer remains authorized to include this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application has been made for the opening of composition or insolvency proceedings or payments have not been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides us with all information required for collection, hands over the associated subordinate debt and informs the debtors (third parties) of the assignment.
9.6. The treatment and processing or transformation of the object of sale by the customer is always carried out in our name and on our behalf. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale (final invoice amount including VAT) to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it shall be deemed agreed that the customer shall transfer co-ownership to us pro rata. The customer shall keep the sole ownership or co-ownership thus created in safe custody for us.
9.7. The customer also assigns to us the claims to secure our claims against him which arise against a third party through the connection of the object of sale with a piece of real estate; we hereby accept this assignment.
9.8. We shall undertake to release the securities to which we are entitled at the customer's request insofar as the recoverable value of our securities exceeds the claims to be secured by more than 20%; the choice of the securities to be released shall be incumbent on us.

10. Devices and copyright
10.1. Devices, tools and other templates developed and manufactured by us for the execution of the order shall remain our property, even if pro-rata costs have been invoiced.
10.2. The customer is solely responsible for ensuring that no rights of third parties, particularly copyrights, patents or utility models, are infringed by the execution of his order. The customer shall indemnify us from all claims of third parties due to such infringements.

11. Industrial property rights
11.1.  We shall not be liable if we have manufactured the delivery items in accordance with drawings, models or other equivalent descriptions or information provided by the customer and do not know or, in connection with the products developed by the customer, cannot know that industrial property rights are thereby infringed.
11.2. Insofar as we are not liable pursuant to Clause 11.1. the customer shall indemnify us against all third-party claims.
11.3. The customer undertakes to inform us immediately of any risks of infringement that become known to us and of any alleged cases of infringement.
11.4. We are exclusively entitled to industrial property rights resulting from the performance of our services.
11.5. Drafts and construction proposals from us may only be passed on to third parties with our permission.
11.6. In the event that the customer proposes improvements or changes to the contractual services to us, we acquire all rights to the implementation or use of such suggestions in the contractual services, in particular all exclusive rights of use and exploitation.

12. Safekeeping, insurance
12.1. Templates, drawings, raw materials, tools and other objects used for reuse as well as semi-finished and finished products shall only be stored beyond the delivery date after prior agreement and against special remuneration.  
12.2. If the above-mentioned objects are to be insured, the customer shall arrange the insurance himself.

13. Privacy
13.1. Drafts, design proposals, models, matrices, templates, samples, tools and other means of production, as well as confidential information made available to the customer by us or made known to him, may only be made accessible to third parties with our prior written consent.
13.2. During the term of this Agreement and for a period of three years thereafter, both parties shall maintain secrecy via third parties regarding what is disclosed to them by the other party as confidential during the preparation and execution of the Agreement ("Confidential Information").
13.3. The parties shall ensure that confidentiality is also maintained by their employees and representatives.
13.4. The parties are authorized to disclose confidential information to the extent required by law, a final judgment or a final administrative order.
13.5. Confidential information does not include such information that is or becomes generally known without the disclosing party being responsible for it, that was already known to the disclosing party before it was made available to it by the other party, that became known to the disclosing party by a third party lawfully and without disclosure restrictions against or that was collected/developed by the disclosing party itself without using or referring to the confidential information.


14. Other
14.1. The law of the Federal Republic of Germany shall apply exclusively to the exclusion of all international and supranational (contractual) legal systems, particularly the UN Convention on Contracts for the International Sale of Goods (CISG).
14.2. The place of performance for all obligations arising from the contract shall be our place of business. The exclusive place of jurisdiction shall be, to the extent permitted by law, the court having jurisdiction ratione materiae, locally and internationally for our place of business. However, we shall also be entitled to bring an action before the general place of jurisdiction of the customer.
14.3. There are no verbal side agreements. Amendments and supplements to the conditions of sale must be made in writing in order to be effective. This also applies to the cancellation of the written form requirement.
14.4. The German wording of these conditions is authoritative.

一般条款及条件

Alfmeier Präzision SE, Industriestraße 5, D-91757 Treuchtlingen的一般交付条款 

 

1. 总则,范围 

1.1.我们的销售条件完全适用;我们不承认客户的任何冲突性或争议性销售条件,除非我们明确同意这种适用性。我们的交付条件也适用于在我们意识到出现相反的交付条件或客户的交付条件与我们不一致时,我们将无条件地向客户交付。 

1.2.出于履行本合同之目的,客户与我们签订的所有协议均载于本合同。

1.3.我们的销售条件仅适用于根据BGB(《民法典》)§310第1段之目的的vis-à-vis公司。 

1.4.我们的购买条款及条件也适用于与客户的所有未来交易。 

 

2.招标-招标文件 

2.1.除非订单确认书另有说明,否则标书可能会随时发生变更。 

2.2.我们保留数字、图纸、计算和其他文件的所有权和版权。同样适用于标明为“机密”的书面文件。任何转让给第三方的转让行为均需经过我们明确事先书面同意。

 

3.价格/付款条件

3.1.除非订单确认书另有说明,否则出厂价格应以欧元计价,但包装应单独开具发票。在合同签订后,我们保留修改价格的权利,特别是由于工资协议或材料价格变更所产生的成本降低或增加。根据要求,我们会向客户提供证明。

3.2.应在开发票当天的适用发票上单独指明我们的价格不含VAT。 

3.3.交付、部分交付和/或其他履行均需在开票日起30天内支付净额。

3.4.如果客户的反诉合法有效、无异议或得到我们认可,则客户有权决定行使抵销权。此外,如果客户的反诉是出于相同的合同关系,则其只能行使留置权。

 

4.交付时间,交付数量

4.1.我们指定的交付开始时间需要澄清所有技术问题。

4.2.如果客户正确履行所有义务,则我们也将履行交付义务。我们保留声明不履行合同的权利。 

4.3.如果客户未能履行或违反其义务,则我们有权要求赔偿因此可能发生的任何损失,包括额外费用。我们保留进一步声明的权利。

4.4.如果第3.3项适用,则销售对象的意外丢失或意外损失的风险应在承兑违约或付款违约时转移给客户。 

4.5.根据第4号BGB(《民法典》)§286第2段或§376 HGB(《商法典》),如果基础销售合同为不可变更交易,则我们将按照法律条例承担责任。如果因交付违约而导致我们向发表声明终止其对于任何履行合同的权益客户负责,则我们将根据法律条例承担责任。 

4.6.如果交付违约是由于我们故意或严重疏忽导致违反合同造成,则我们将根据法律条例承担责任。我们代表或代理人的责任也应归于我们。如果交付违约并非由于我们故意违反合同导致,则我们的责任仅限于对相关类别的典型损害。 

4.7.如果由于我们过失而违反了合同条款的某个部分,从而导致交付违约,我们也我们将根据法律条例承担责任,但在这种情况下,我们的责任也仅限于相关类别的典型损害。

4.8.否则,我们有责任就此类违约一整周内的交付违约,按照0.5%统一费率交付最高总额5%的违约金。不包括任何未来交付的违约责任。

4.9.保留客户的其他合法要求和权利。

4.10确认订单量为最大订单量。每月订单量不超过经确认的年订单量的1/12。低于或超过+/- 5%的额外费用必须由客户承担。 

 

5.由客户提供的材料  

5.1.如果客户同意提供材料,则客户必须自费提供这些材料并承担风险,并且收取至少5%的适当附加费以及保证材料状况良好。 

5.2.如果客户未及时按照第5.1项规定正确履行义务,则不得开始任何可能的交付期。此外,客户必须承担由于其违约造成的额外成本,例如生产停工时间。

 

6.风险转移-包装成本。 

6.1.除非订单确认中另有说明,否则交付应是工厂交付。 

6.2.特别协议应适用于包装返还。

 

7.缺陷责任  

7.1.客户的保修索赔要求客户按照HGB(《商业法》)§377以适当方式正确履行检查和投诉义务。 

7.2.关于销售对象的缺陷,我们在此自行决定是否在补充的框架合同中进行规定,以弥补缺陷或提供无缺陷的新销售对象。如果补救缺陷,则我们特此承诺将承担所有必要支出,特别是运输、人工和材料成本以及特殊费用,除了销售对象将这些物品运送至另一非协议规定地方而产生更高的费用。 

7.3.如果补偿措施执行失败,则客户可以酌情选择取消或减少。 

7.4.客户要求就我们代理人故意或重大过失造成的损失进行索赔,我们将按照法律规定承担责任。如果客户未声明我们有任何违约行为,则我们责任仅限于相关类别的典型损害。

7.5.如果我们违反合同条款,我们将根据法律条例承担责任,在这种情况下,我们责任仅限于相关类别的典型损害。 

7.6.这不影响我们对生命、肢体或健康的罪责伤害承担责任。这同样适用于Produkthaftungsgesetz(《产品责任法》)规定的强制责任。 

7.7.除非上述内容另有约定,否则不承担任何责任。 

7.8.投诉时效在转移风险12个月后过期。 

7.9.这不影响BGB(《民法典》)第478,479条规定的交付追索权时限。交付追索权时限为缺陷对象交付后五年内。

8.连带责任  

8.1.除第7项规定外,任何其他损害赔偿责任-不考虑有关索赔的法律性质-均特此排除。这同样适用于根据合同规定的过失损害、其他违反义务或特别是根据(《民法典》)§823 BGB对财产损害的侵权诉讼赔偿要求。 

8.2.如果代替客户要求退还无用开支的索赔,则根据第(1)子节的限制也适用。 

8.3.尽可能排除或限制我们的损害赔偿责任,这同样适用于我们受薪雇员、工薪族、员工、代表和代理人的个人赔偿责任。 

 

9.保留所有权  

9.1.我们保留销售对象的所有权,直至支付供应合同所产生的所有款项。这同样适用于以部分摊销方式支付的销售对象,在这种情况下,我们将保留所有权至合同条件生效(例如购买合同生命周期内的最小订单量)。如果客户违反合同,特别是未付款时,我们有权收回销售对象,这将被认为是退出合同关系。在收回销售对象后,我们有权自行进行处理。这些收益必须扣除客户的应付款-减去适当的使用成本。 

9.2.按照合同约定,客户应特此谨慎且勤勉地处理销售对象。特别是有义务按照合同约定独自承担因火灾、水灾和失窃造成损失的费用。如果必须进行维护和检查工作,则客户必须及时进行且应自费。

9.3.如果第三方扣押订单或进行其他干预,则客户必须立即书面通知我们,以便我们能够根据ZPO(《民事诉讼法》)§771提起诉讼。如果第三方不能根据ZPO(《民事诉讼法》)§771向我们赔偿诉讼费用和法律外成本,则客户应对我们发生的损失承担责任。 

9.4.客户有权在日常业务过程中转售所购买的商品;但现其已将所有向我们索赔的发票最终金额(包括增值税)的索赔转移给客户或第三方,这些发票由于将商品转售给其客户或第三方而产生的,与货物是经过进一步处理还是未经处理后转售的事实无关。客户仍可收回这些应收账款。这不影响我们收取此类应收帐款的权利。但是,如果客户未能支付应付款项,不履行付款义务,且未申请启动破产程序或未宣告无力偿还,则根据合同规定,我们不应收取此类应收账款。但是,如果发生这种情况,我们有权要求客户通知我们关于已转让的应收账款及其债务人,向我们提供收回此应收账款所需的所有数据,移交相关文件并通知债务人(第三方)。 

9.5.销售对象的处理或改造应始终为我们完成。如果销售对象与其他不属于我们的对象一起加工,则我们按照在与其他加工对象加工时销售价值对象的比例,为新对象的共同所有者(最终发票金额,包括增值税)适用于预定交付的销售对象条款也同样适用于新对象。 

9.6.如果销售对象与其他不属于我们的对象不可避免地混合,则我们按照在与其他混合对象混合时销售价值对象的比例,为新对象的共同所有者(最终发票金额,包括增值税)如果混合是以使客户对象成为新对象的主要部分的方式完成,则特此同意按比例使我们成为新对象的共同所有者。客户代表我们拥有此物品的独家或共同所有权。 

9.7.当将销售对象与不动产合并用以向我们支付应收款项时,客户还应向我们转让其第三方的应收款项。

9.8.按照合同规定,我们证券的可变现价值超过担保应收账款价值的10%以上即有权发行证券。我们有权选择要发行的证券。 

 

10.设备和版权 

10.1.执行订单所需的任何设备、工具或其他物品以及我们开发和生产的产品,即使已按比例成本开具发票,仍属于我们财产。 

10.2.客户完全有责任保证第三方的权利,特别是版权、专利和新颖专利不受订单执行的侵犯。客户必须免除所有第三方因此类侵权行为而产生的索赔。

 

11.工业产权 

11.1.如果根据客户图纸、模型或其他此类规格或数据生产销售对象,且未获悉客户开发的产品侵犯该产品的工业产权的相关事宜,则我们对此概不负责。 

11.2.如果根据第11.1项我们无须承担责任,客户也应免除第三方对我们的所有索赔。 

11.3.根据合同规定,客户有责任获取潜在的侵权风险和涉嫌侵权案件的信息,并友好地处理此类索赔。 

11.4.我们对因停工而导致的任何损失和损害不承担任何责任。

11.5.我们拥有因我们提供的服务所产生的工业产权。 

11.6.我们的草稿和设计方案必须在获得我们同意的情况下才能提供给第三方。 

11.7.如果客户提出改进或修改合同履行情况,则我们拥有在合同履行中实施或采纳此类建议的所有权利,特别是所有独家用益物权和使用权。 

 

12.存储,保险 

12.1.文件、图纸、原材料和其他可重复使用的物品以及半成品和成品只能在超出交付日期且有相关协议规定的情况下收取额外费用。客户只在有故意和重大过失情形下承担责任。 

12.2.如果由客户提供以上条款,则应谨慎和勤勉对待,直至交付。我们只对因故意或重大过失造成的任何损害承担责任。 

12.3.如果上述物品需要投保,则客户须自行投保。

 

13.不披露  

13.1.只有在得到我们事先书面同意的情况下,才能将我们向客户提供的或其已有知悉的草案、设计方案、模型、矩阵、模板、样本、工具和其他生产和机密数据提供给第三方。 

13.2.在合同期限内以及合同终止后的三年内,任一方均不得向第三方透露任何在编制和履行合同期间被另一方指定为“机密”的信息。 

13.3.各方确保各自员工和代表遵守机密。 

13.4.各方有权根据法定条款、最终判决或最终行政决定披露机密信息。 

13.5.保密信息不包含以下信息:即在披露方无任何责任的情况下,已经进入或正在进入公共领域的信息、披露方在另一方披露该信息之前已知悉信息、披露方已经收到第三方以适当方式并且无随附不披露警告或已被披露方收集而未使用的保密信息或所提及此类信息的信息。

 

14.管辖权和执行地点  

14.1.如果客户是商人,则我们的注册办事处就是管辖地;但是,我们有权在其管辖范围内起诉客户。 

14.2.德意志联邦共和国法律适用,不包括联合国销售公约。 

14.3.除非采购订单另有说明,否则执行地点就是我们注册办事处的所在地。

14.4.这些条款及条件的德文文本具有约束力。

 

最近更新日期:2008年6月