Alape - Product book

Terms of Trading and Delivery

simultaneously or subsequently. The same shall apply if payments are made

against specified outstanding amounts. Should there be evidence indicating

that a purchaser is unable to pay or that such inability is impending, we shall

be entitled to terminate the contract without notice and to demand restitution

of the goods.

8.2. Any adaptation or processing of retained-title goods is done on our behalf

as the manufacturer in accordance with Section 950 of the BGB without

creating any obligation on our part. All such processed goods are deemed

to be retained-title goods as defined in clause 8.1. If retained-title goods are

processed, combined or included by the purchaser with third party goods, we

shall be entitled to co-ownership of the new goods to the ratio of the invoice

value of the retained-title goods to the other goods used. Should our right of

title become void as a result of such combination or inclusion, the purchaser

agrees with immediate effect to assign to us his title or expectant rights in

the new goods or object to the extent of the invoice value of the retained-title

goods and to retain same on our behalf at no charge. The co-ownership rights

at issue shall be deemed to be retained-title goods as defined in clause 8.1.

8.3. The purchaser may sell on, process or combine the retained-title goods

with other items or otherwise install them (resale) only as part of his normal

business activities and as long as he is not in default. He shall not be entitled

to dispose of the retained-title goods in any other way. We must be informed

immediately of any third party seizure of or other access to the retained-title

goods.

8.4. The purchaser agrees with immediate effect to assign to us his receiva-

bles arising from the resale of the reserved-title goods. These shall serve as

security to the same extent as the retained-title goods. The purchaser will only

be entitled and authorised to resell goods on the assurance that all receivables

becoming due to him as a result will be transferred to us.

8.5. If the retained-title goods are sold by the purchaser at an inclusive price

together with third party goods, the receivables arising from such sale shall be

assigned to us in the amount of the invoice value of the retained-title goods

sold in each instance.

8.6. If the receivable amount assigned is included in a current account, the

purchaser hereby assigns to us a part of the balance corresponding to the

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account.

8.7. The purchaser will be entitled to collect such receivables on our behalf

until such time as we revoke this right. We shall be entitled to revoke this right

if the purchaser fails to meet his payment obligations arising from his business

transactions with us or if we become aware of circumstances likely to lessen

substantially the purchaser’s creditworthiness. If the conditions are such that

we wish to exercise our right of revocation, the purchaser must on request

inform us forthwith of the receivable sums assigned and the debtors to which

these apply, provide all information necessary to collect such debts, hand over

to us all associated documents and notify the debtor of the assignation.

8.8. Our assertion of retention of title shall not constitute revocation of the

contract unless we expressly state this in writing. The purchaser’s right to own

the retained-title goods shall lapse if he fails to perform his obligations under

this or any other contract.

9. LIABILITY FOR FAULTY GOODS

9.1. We do not accept liability for unsuitable or improper use, particularly

excessive stress, faulty assembly or faulty operation by the purchaser or third

parties, natural wear and tear, faulty or negligent usage or handling, particularly

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9.2. The purchaser agrees to inspect all deliveries carefully for complete-

ness and adequacy immediately upon receipt – even if samples or trial items

were previously supplied. The delivery is deemed to have been accepted if

a deficiency has not been reported by letter, telex or fax within 10 working

days of the goods arriving at their destination, or, if the deficiency could not

be found during due inspection, within 10 working days of discovering same.

This also applies to multiple deliveries. A multiple delivery is deemed to have

been accepted if no complaint is lodged within 10 days of the goods arriving at

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9.3. A purchaser accepting faulty goods knowing them to be defective shall

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9.4. We guarantee to meet the purchaser’s claims in respect of defective goods

for a period of two years, starting in each instance with the date of delivery.

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Liability for losses arising from defects shall be governed by clause 10.

9.5. Where there are valid grounds for complaint, the purchaser shall initially

only have a claim for defects to be made good, which we may effect as we see

fit either by repair or by supplying a defect-free item. If such remedial action

fails to work, is unacceptable to the purchaser (Section 440 of the BGB) or

superfluous to his requirements, the purchaser shall immediately have the right

to reduce the purchase price or, if he so chooses, to revoke the contract or to

demand damages in place of any work or reimbursement of wasted expendi-

ture in accordance with clause 10, because:

a) we ultimately decline to make good,

b) we do not effect the make-good work on a contractually agreed date or

within a specific period and in the contract the purchaser has contractually tied

his continued interest in the execution of the contract to the timely provision of

services, or

c) there are special circumstances, which, when considering the interests of

both parties, justify immediate cancellation (Section 323, para. 2 of the BGB).

9.6. Where we deem it necessary to effect repairs or replacement deliveries,

the purchaser shall allow us sufficient time and opportunity for such repairs

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deemed to have been discharged. Only in urgent cases where operational

safety is endangered or in order to avoid dis-

proportionately large losses, in which case we must be informed immediately,

or if we are late in rectifying the defect, shall the purchaser have the right to

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bursement of the necessary costs from us.

9.7. The warranty period for the goods replacing a faulty item will also be two

years. It will run at least until the expiry date of the original warranty period for

the goods supplied.

9.8.Any manufacturer guarantees given by us are regulated in the applicable

guarantee conditions. These can be viewed at www.alape.com.

10. LIABILITY FOR DAMAGES

10.1. We accept liability for damages arising from injury to life, bodily harm or

impaired health in accordance with statutory provisions.

10.2. Our liability for breach of duty and our non-contractual liability shall,

moreover, be limited to wilful intent and gross negligence. Liability for gross

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10.3. Breaches of material contractual obligations (cardinal duties) are excluded

from clause 10.2. In such instances, even in cases of only minor negligence,

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vicarious agents.

10.4. Liability is restricted to the typical contractual losses which we could have

expected at contract signature based on the circumstances known to us at that

time.

10.5. Any further liability is excluded, irrespective of its legal basis. In particu-

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consequential loss, losses as a result of defects or losses arising from third

party claims.

10.6. The aforementioned limitations on liability apply equally to claims for reim-

bursement of wasted expenditure (Section 284 of the BGB).

10.7. Claims against us for damages on any legal grounds whatsoever shall

lapse within two years of statutory commencement of the period of limitations

and in any case no later the date of delivery of the item.

10.8. There is no shift in the burden of proof to the disadvantage of the pur-

chaser connected with the above provisions.

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ed.

11. RETURNED GOODS

11.1. Goods may only be returned by prior arrangement and must be sent

carriage paid.

11.2. We charge a handling fee for returns of 30% of the net value of the goods,

plus any reprocessing costs.

12. PLACE OF EXECUTION, JURISDICTION, APPLICABLE LAW

12.1. The place of execution for all obligations of both parties to this contract

shall be Goslar.

12.2. Any disputes involving registered trade operators shall exclusively be

settled before a competent court of law having jurisdiction for our headquar-

ters. We shall, however, also be entitled to bring actions against the purchaser

in other jurisdictions.

12.3. The relationship between ourselves and the purchaser shall be governed

by German law with the exception of the United Nations Convention on the In-

ternational Sale of Goods (CISG) and the provisions of international private law.

12.4. Should subsequent circumstances cause individual provisions of these

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the remaining provisions.

Issued November 2021

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