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General Terms and Conditions of Sale of alessandro International GmbH

Section 1 Validity

(1) These General Terms and Conditions of Sale shall apply exclusively for the sale of goods by alessandro International GmbH (hereinafter "ALESSANDRO"). Any deviating, supplementary or opposing terms and conditions, in particular the general terms and conditions of the Purchaser, shall not apply even if they have not been expressly objected to or if ALESSANDRO accepts or carries out a service with regard to them without reservation.

(2) These General Terms and Conditions of Sale shall also apply to any future transactions between ALESSANDRO and the Purchaser.

(3) Any amendments, supplements or other special agreements must be in writing to be effective. This also applies to any waiver of this written form requirement.

(4) These General Terms and Conditions of Sale shall only apply to merchants, companies, legal entities under public law or public-law special funds within the meaning of section 310 (1) of the German Civil Code [Bürgerliches Gesetzbuch (BGB)].



Section 2 Offer, order and conclusion of contract

(1) Offers by ALESSANDRO shall be non-binding and may be changed by ALESSANDRO without prior notice unless they have been expressly designated as binding in writing.

(2) ALESSANDRO may accept orders from the Purchaser within two weeks of receipt. Acceptance of an order shall only be binding upon ALESSANDRO upon written confirmation (including via fax or email) or dispatch of the goods.

(3) Any statements made by ALESSANDRO in advertisements, brochures or other documentation on the characteristics of the goods shall be by way of non-binding indications and shall not form part of their agreed properties and condition, provided any such statement is not expressly set out in a binding offer or order confirmation from ALESSANDRO as a statement on their properties. Warranties, in particular those covering properties and condition, shall only be binding upon ALESSANDRO to the extent that they are contained in a binding offer or order confirmation from ALESSANDRO, that they are expressly designated as being a "warranty" or "warranty of properties and condition" and that they expressly stipulate the ensuing obligations for ALESSANDRO.



Section 3 Prices, payment

(1) For deliveries inside of Germany, to Austria and the Netherlands, the prices stated shall be understood to include delivery FCA (Incoterms 2010) at the logistic centre Esüdro Hockenheim plus the applicable statutory VAT and plus packaging, unless expressly agreed otherwise. If the goods are shipped by ALESSANDRO, then ALESSANDRO shall charge shipping costs for packaging, freight and insurance depending on the total net purchase price for the respective order (hereinafter the "Net Order Value") as follows: For a Net Order Value that is - under €150.00, shipping costs of €7.50 will be charged; - €150.00 and over, no shipping costs will be charged.

(2) For deliveries outside of Germany, to Austria and the Netherlands, the prices stated shall be understood Ex Works (Incoterms 2010) at the logistic centre Esüdro Hockenheim plus the applicable statutory VAT and plus packaging, unless expressly agreed otherwise.

(3) Invoices shall be due for payment without any deductions within 14 days of the invoice date. Bank charges shall be borne by the Purchaser. In case of an agreed direct debit (SEPA direct debit mandate) ALESSANDRO collect within 4 day. For reasons to facilitate payment transactions the customer agrees upon the possibility to reduce the basic 14-days information period before encashment of a due payment to one single day before debit.

(4) If payment is not made within the specified term the Purchaser shall be deemed to be in arrears without any further reminder. The timeliness of the payment shall be determined on the basis of when the invoice amount is credited to the account specified by ALESSANDRO. In the event of late payment ALESSANDRO may charge default interest at the rate of eight percentage points above the respective base interest rate. ALESSANDRO reserves the right to assert claims for further damages.

(5) Alessandro is entitled to assign claims from purchasers for refinancing to abcfinance GmbH, Kamekestr. 2-8, 50672 Cologne, Germany. When the contract is concluded, the buyer will be informed whether an assignment will ensue. In these cases, payments with a debt-free effect can only be made to abcfinance GmbH. Their bank details will be communicated to the buyer upon conclusion of the contract.



Section 4 Offsetting, withholding payment

The Purchaser shall only be entitled to set off or exercise a statutory right of retention insofar as its counterclaims are not disputed or have been determined by a final court judgment.



Section 5 Delivery

(1) For deliveries inside of Germany, to Austria and the Netherlands the goods shall be delivered FCA (Incoterms 2010) at the logistic centre Esüdro Hockenheim, for deliveries outside of Germany, to Austria and the Netherlands the goods shall be delivered Ex Works (Incoterms 2010) at the logistic centre Esüdro Hockenheim, unless expressly otherwise agreed.

(2) The stated delivery deadlines or dates shall be non-binding, unless they are expressly agreed as being binding. The Purchaser may request ALESSANDRO in writing to effect delivery four weeks after the expiry of a non-binding delivery date or a non-binding delivery deadline. Once ALESSANDRO has received this written request it shall be deemed to be in default of delivery.

(3) Delivery by ALESSANDRO shall be on the assumption of the timely and proper fulfilment of the Purchaser's obligations. It reserves the right to object to an unfulfilled contract. If the Purchaser fails to meet its duties of cooperation in respect of the delivery in a timely manner, then agreed delivery deadlines shall be extended, or agreed delivery dates shall be deferred, for a commensurate length of time.

(4) The Purchaser shall be deemed to be in default of acceptance if it fails to accept the goods by the binding delivery deadline or on the binding delivery date. In the event of a non-binding delivery deadline or non-binding delivery date ALESSANDRO may notify the Purchaser that the goods are ready; if the Purchaser does not accept the goods within two weeks of the receipt of such notification it shall be deemed to be in default of acceptance.

(5) In the event of the default of acceptance or other culpable breach of duties of cooperation in relation to the delivery on the part of the Purchaser, ALESSANDRO shall be entitled to compensation for ensuing damage, including any additional expenses. ALESSANDRO may charge 0.1% of the invoice amount for the stored goods for each calendar day of their storage as flat-rate compensation for warehousing costs, though capped at a maximum of 1% per calendar month. It reserves the right to assert further claims. The risk of the loss, damage or destruction of the goods shall be transferred to the Purchaser no later than at the time of the default of acceptance or other breach of duties of cooperation.

(6) Partial deliveries shall be permissible provided these are reasonable for the Purchaser, particularly if the delivery of the remainder of the ordered goods is guaranteed and the Purchaser will not incur any significant extra expense or any significant additional costs as a result. Each partial delivery may be invoiced for separately. In case of custom-made goods ALESSANDRO reserves the right to an over- or underdelivery of up to 10% of the purchase order quantity.

Section 6 Transfer of risk, shipment

1) The risk of the loss, damage or destruction of the goods shall be transferred to the Purchaser no later than at the time of their delivery to the shipper or other transporter in the outgoing goods department of the logistic centre Esüdro Hockenheim. This also applies if ALESSANDRO bears the shipping costs pursuant to section 3 (2) or on the basis of a special agreement. Section 5 (5) shall remain unaffected.

(2) The provisions contained in this section 6 shall also apply for partial deliveries.



Section 7 Retention of title

(1) ALESSANDRO shall retain title to the goods until all payments due under the current business relationship have been received in full. In the event of a current account relationship ALESSANDRO shall retain title until all the payments due have been received from acknowledged balances.

(2) In the event of breaches of contract on the part of the Purchaser, including default on payment, ALESSANDRO shall be entitled to take back the goods delivered that were subject to the retention of title ("Goods Subject to Retention of Title") after withdrawing from the respective Purchase Contract and shall be entitled to enter the Purchaser's business premises during normal business hours for this purpose. No deadline need be specified in advance for withdrawing from the contract in the case of a default on payment. After it has taken back the goods and issued a prior warning ALESSANDRO shall be entitled to appropriate exploitation of the Goods Subject to Retention of Title. The exploitation proceeds shall be offset against the Purchaser's liabilities after the deduction of reasonable exploitation costs.

(3) The Purchaser must handle Goods Subject to Retention of Title with care, insure them adequately and, where necessary, service them.

(4) The Purchaser shall be entitled to resell the Goods Subject to Retention of Title in the normal course of business. In this case, however, it shall assign all claims, with all their ancillary rights, deriving from such a resale to ALESSANDRO irrespective of whether these arise before or after the processing of the Goods Subject to Retention of Title. Regardless of ALESSANDRO authority to collect the claim itself, the Purchaser shall continue to be authorised to collect the claim even after its assignment. ALESSANDRO shall refrain from collecting the claim as long as and insofar as the Purchaser meets its payment obligations, no application has been filed to open insolvency proceedings or similar proceedings, and there is no suspension of payments in place. The Purchaser must inform ALESSANDRO immediately in writing if any one of these cases applies; if so requested by ALESSANDRO it shall be obliged to notify its debtors of an assignment as well as to provide ALESSANDRO with any information and documents it needs to assert its rights.

(5) In addition, the Purchaser shall be prohibited from selling or attaching the Goods Subject to Retention of Title or transferring them by way of security. In the case of enforced attachment and any other impairments of the owner's interests (e.g. the impending opening of insolvency proceedings against the Purchaser) the Purchaser shall be obliged to point out that ALESSANDRO is the owner and to immediately inform ALESSANDRO of the situation in writing.

(6) Any processing or modification of the Goods Subject to Retention of Title by the Purchaser shall be undertaken on behalf of ALESSANDRO. If this is by means of third-party items that do not belong to ALESSANDRO, or if the Goods Subject to Retention of Title are inextricably mixed or joined with such third-party items, then ALESSANDRO shall acquire joint title to the new items in the ratio of the value of the Goods Subject to Retention of Title to the third-party items; furthermore the same provisions as for the Goods Subject to Retention of Title apply to the new items. If the joining takes place in such a way that the Purchaser's items are to be regarded as the main items, then the Purchaser shall transfer joint title to ALESSANDRO on a pro rata basis.

(7) If the above-mentioned securities exceed the claims to be secured by more than 10%, ALESSANDRO shall release securities at its own discretion upon the Purchaser's request.



Section 8 Rights arising from defects

(1) A prerequisite for the Purchaser's rights arising from defects shall be the latter's proper fulfilment of all its obligations pertaining to inspection and notification of defects under section 377 of the German Commercial Code [Handelsgesetzbuch (HGB)]. Notices of defects must give a specific description of the defect and must be both immediate and in writing. Obvious defects must be notified to ALESSANDRO within a week of their delivery at the latest, whilst latent defects must be notified to ALESSANDRO within a week of their discovery at the latest. Claims for defects that were notified belatedly shall be excluded. Acceptance of the goods cannot be refused due to minor defects. The costs of inspecting the goods shall be borne by the Purchaser. Defective goods shall be made available for ALESSANDRO to inspect on request.

(2) The limitation period for rights arising from defects shall be one year from delivery of the goods. This restriction shall not apply, however, if (a) a defect has been fraudulently concealed or (b) a warranty has been assumed for the properties and condition of the goods (in connection with this any liability provisions or limitation period arising from the warranty shall apply where appropriate). Furthermore, in the case of any claims for damages this restriction shall not apply in the following cases either: (a) Injury to life or limb, or impairment of health, (b) wilful intent and (c) gross negligence on the part of ALESSANDRO's executive bodies or executive managers.

(3) In the event of defective goods ALESSANDRO may carry out subsequent performance at its own discretion by remedying the defect (subsequent rectification) or by supplying an item that is free of defects (replacement delivery). The subsequent performance shall occur without acknowledgement of a legal obligation. In the case of subsequent rectification, the remainder of the original limitation period shall begin when the rectified goods are returned. The same applies in the case of a replacement delivery.

(4) The place of fulfilment for the subsequent performance shall be ALESSANDRO's site (logistic centre Esüdro Hockenheim). Claims by the Purchaser for expenses necessary for the purpose of the subsequent performance, in particular the costs of transport, travel, labour and materials, shall be excluded, unless these expenses are increased by the goods being subsequently transported to a place of delivery other than the one that was originally agreed. The costs of assembling the goods shall also be excluded. ALESSANDRO shall be entitled to invoice the Purchaser for any such additional costs. The Purchaser shall only be able to assert claims for these costs within the scope of compensation for damages pursuant to section 9.

(5) In the event of the ultimate failure of the subsequent performance the Purchaser shall be entitled to withdraw from the respective order. The right to a reduction of the purchase price shall be excluded.

(6) The Purchaser shall bear the appropriate costs of any unjustified assertion of rights arising from defects. The same shall apply if ALESSANDRO erroneously grants rights arising from defects without being obliged to do so.

(7) Further claims arising from defects, of any kind whatsoever, shall be excluded without prejudice to any limited claims for damages in accordance with section 9.

Section 9 Liability

(1) In the event of simple negligence ALESSANDRO shall accept liability only for damages arising from the breach of essential contractual obligations, the fulfilment of which enable the proper execution of the contract and the observance of which the Purchaser routinely relies on and may rely on; in this case, however, liability shall be limited to typical, foreseeable damage. The above-mentioned limitation of liability shall similarly apply for damages caused by gross negligence on the part of any employees or agents of ALESSANDRO that are not executive bodies or executive managers of ALESSANDRO.

(2) In the cases set out under section 9 (1) ALESSANDRO shall not accept liability for any lost profits, consequential damages or indirect damages.

(3) In the cases set out under section 9 (1) the limitation period shall be two years from the time when the claim has arisen and the Purchaser has become aware of the circumstances on which the claim is based. Irrespective of the Purchaser's awareness the claim shall be time-barred three years after the event that caused the damage. The limitation period for claims for damages based on defects shall be as stipulated under section 8 (2).

(4) The foregoing limitations of liability do not apply for liability for damages arising from (a) injury to life or limb, or impairment of health, (b) wilful intent, (c) gross negligence on the part of ALESSANDRO's executive bodies or executive managers, (d) defects that have been fraudulently concealed, (e) the assumption of a warranty for the properties and condition of the goods (in connection with this any liability provisions or limitation period arising from the warranty shall apply where appropriate), as well as from (f) the German Product Liability Act [Produkthaftungsgesetz (ProdHaftG)].

(5) The above limitations of liability also apply for claims for damages by the Purchaser against ALESSANDRO's executive bodies, executive managers, employees or agents.



Section 10 Force majeure

(1) In the event of force majeure, such as mobilisation, war, civil war, terrorism, unrest, riots, embargoes, natural catastrophes, epidemics, fire, legislative activities, judicial decisions or measures by public authorities, or any other unforeseeable circumstances for which ALESSANDRO is not responsible, such as industrial disputes, strikes or lawful lockouts, disruptions to transport or operations, difficulties in procuring raw materials or delays by suppliers that hinder ALESSANDRO's fulfilment of its contractual obligations, agreed delivery deadlines may be extended or agreed delivery dates deferred by the duration of the hindrance plus an appropriate lead time. This also applies if such events occur at a time when ALESSANDRO is already in default. ALESSANDRO undertakes to notify the Purchaser of the start and the anticipated end of such events.

(2) If the hindrance lasts for six weeks or more, either Party may withdraw from the respective Purchase contract through issuing a written statement.



Section 11 Compliance with statutory provisions

(1) The Purchaser shall comply with all the relevant statutory provisions, regulatory requirements, judicial decisions and administrative orders, including the relevant provisions on import, export and export control. The Purchaser must obtain all the necessary authorisations, permits and licences in a timely manner, particularly those that are necessary for import and export, or for reselling or using the goods. In the event of a breach of the obligations set out above the Purchaser shall indemnify ALESSANDRO against third party claims.

(2) ALESSANDRO may withhold the delivery from the Purchaser if there are reasonable grounds to suspect that the Purchaser might breach section 11 (1) or if all the necessary authorisations, permits or licences have not been obtained and ALESSANDRO is not responsible for this.



Section 12 General provisions

(1) The Purchaser may not assign its rights and obligations in whole or in part without ALESSANDRO's prior written consent. ALESSANDRO shall be permitted to assign its rights and obligations, in particular to its affiliated companies within the meaning of section 15 of the German Stock Corporation Act [Aktiengesetz (AktG)].

(2) The entire legal relationship between ALESSANDRO and the Purchaser shall be governed by the law of the Federal Republic of Germany under exclusion of the UN Convention on Contract for the International Sale of Goods.

(3) The place of performance shall be Düsseldorf, unless otherwise agreed.

(4) The place of jurisdiction for any disputes arising from or in connection with a delivery shall be Düsseldorf; however, ALESSANDRO shall be entitled to bring an action against the Purchaser in the latter's place of business.

(5) Should any individual provision of these General Terms and Conditions of Sale be or become invalid, this shall not affect the validity of the remaining provisions.