Terms and Conditions

§1 General

Our following terms and conditions (T&C) apply to all, including future, offers and agreements.

By concluding the first purchase contract, the customer agrees in advance that these T&C will apply to all further and future contracts for the delivery of our products, even if the T&C are not agreed upon anew each time. Agreements deviating from these T&C at or after the conclusion of the contract, with representatives and/or employees, will only become part of the contract if they are confirmed by us in writing. Deviating purchasing conditions or other T&C of the commercial customer will only become part or all of the contract concluded with us if we expressly confirm them in writing. In all other cases, they will never become part of the contract, even if we do not expressly contradict them. By placing an order or accepting the delivery, our general terms and conditions are considered agreed upon, provided the customer was given the opportunity to take note of their content in a timely and reasonable manner within the scope of business conditions. In any case, acceptance of the goods is considered an agreement to our conditions.

§2 Offer, Product Information, and Advice

Our offers are non-binding and without obligation. The prices valid on the day of delivery apply. Dimensions and weight specifications, illustrations, descriptions, processing instructions in the brochures and other printed materials we use do not constitute a guarantee of specific characteristics. We reserve the right to make minor technical changes compared to the information in illustrations, descriptions, processing instructions in brochures and printed materials, or compared to previous deliveries. Information about processing and application possibilities of our products, technical advice, and other information are given to the best of our knowledge based on our research work and experience, however, non-binding and excluding any liability. Characteristics are never assured. Only our written order confirmation is authoritative for the content of our contracts. Oral or telephone agreements or declarations require our written confirmation.

§3 Prices, Payment, Prohibition of Set-Off and Retention

Our prices are net prices plus the respective legal value-added tax. They apply only to the respective offered or ordered quantities. The prices are valid from the company's location. If the goods are taken over directly from the manufacturer's plant, the prices from the manufacturer's plant apply. Timeliness of payment depends on the receipt of payment within 10 days with us. However, discount deductions are not allowed if older due invoices are still outstanding. Checks or bills of exchange are accepted only on account of performance. We do not guarantee the timely redemption and protest raising for bills of exchange. Discount, protest, and collection costs are always at the expense of the customer and are due immediately and payable net. Bills of exchange and checks are credited only after final and unconditional redemption by the drawn bank. Until then, our claims, their maturity, and the consequences associated therewith remain in effect. We are entitled to allocate incoming payments contrary to the customer's intended purpose, first to costs, accrued default interest, and then to older still open claims. In this case, the customer will receive a written statement. A set-off by the customer with counterclaims is only permissible with legally established or undisputed counterclaims. The customer is not entitled to offset with disputed counterclaims or to assert a right of retention with disputed counterclaims. If, between the date of the order and the delivery day, factors essential for price formation change, such as changes in exchange rates, increases in government levies, labor costs, raw material costs, energy costs, costs for auxiliary and operating materials, freights, etc., ALGURA® is entitled to adjust the prices to these increases.

§4 Default in Payment and Creditworthiness

We are entitled to claim default interest from our commercial customer – without special reminder – from the 30th day after the due date of the claim. The default interest amounts to the level of credit interest we have to pay, but at least 4% above the respective discount rate of the Bundesbank. In addition, the legal value-added tax is added. We are entitled to claim further damages caused by default after the occurrence of the default and to withhold not yet executed deliveries. If, from a proper assessment from our perspective, there are justified doubts about the customer's solvency, we are entitled to:

a) make our still pending services and deliveries dependent on a prepayment or provision of security;
b) revoke granted payment targets – even if bills of exchange have been accepted - and demand immediate payment or a corresponding security;
c) withdraw from contracts or claim damages for non-performance if the customer does not eliminate the justified doubts within a short period upon our written request.

§5 Delivery

We generally deliver our products in disposable containers. The delivery takes place unfree and uninsured from our company's location in Rosendahl at the risk of the customer. The same applies if the delivery is made from our manufacturer's plant located elsewhere. Our obligation to deliver is considered fulfilled as soon as the goods have been handed over to the transport company. Non-initiated returns of goods can only be accepted within 4 weeks after delivery. The return must include a copy of the delivery note and a written justification. The goods will be credited at 75% of the net goods value. For a net goods value of less than Euro 100.00, no credit can be issued! The shipping costs are always at the expense of the orderer. Delivery dates or deadlines that have been agreed upon as binding or non-binding require written form. Delivery and performance delays due to force majeure and due to events that significantly impede or make impossible the delivery for the seller (this includes, in particular, strike, lockouts, official orders, and statutory prohibitions, even if they occur at suppliers of the seller or their subcontractors) are not the responsibility of the seller, even in the case of bindingly agreed deadlines and dates. They entitle the seller to postpone the deliveries by the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled. If the seller's sources of supply are partially or completely eliminated, the seller is not obligated to procure from other sources. If the hindrance lasts longer than two months, the customer is entitled to withdraw from the contract regarding the part not yet fulfilled after setting a reasonable grace period, usually four weeks. If the delivery time is extended or if ALGURA® is released from its obligation, the customer cannot derive any claims for damages from this.

§6 Warranty, Liability for Defects, Exclusion of Liability

1. The customer must inspect the goods for defects immediately upon receipt. In particular, he is obliged to check – also by processing samples – whether the delivered goods show defects or not. If the customer omits this inspection, we are not liable for defects that would have been recognizable upon proper inspection and sample processing.

2. We recommend that the customer specifically examine whether the delivered goods are suitable for the intended use and purpose. The examination should also include sample processing.

3. Discovered defects must be reported to us in writing immediately before processing the goods – preferably by sending samples – with a precise description of the defects. The written notification of defects must reach us no later than 10 days after receipt of the goods. Our liability for recognizable defects not reported to us in writing within this period is excluded.

4. In the case of justified complaints, it is at our discretion to take back the goods against reimbursement of the purchase price, to deliver replacement, or to grant the customer an appropriate reduction in the purchase price. If the replacement delivery fails, the customer is entitled to demand a reduction in the remuneration or, at his option, the reversal of the contract.

5. Our liability for hardly foreseeable and/or atypical damages is limited in value to the amount of the part of the purchase price that corresponds to the consumed part of the criticized delivery. This regulation also applies in the event of a breach of contractual ancillary obligations.

6. Insofar as these T&C exclude or limit liability for damages in our favor, the exclusion or limitation of liability does not apply to damages that are based on an intentional or grossly negligent breach of contract, duty during contract negotiations by us, our legal representative, or our vicarious agent.

7. All customer claims resulting from poor or incorrect delivery expire within 6 months from the receipt of the goods, regardless of the legal basis from which the claims are derived. The same regulations apply to claims of the customer resulting from the violation of contractual ancillary obligations.

§7 Retention of Title

1. All goods delivered by us remain our property (reserved goods) until all our claims, for any legal reason, including future or conditional claims, even from contracts concluded simultaneously or later (including all claims from current account) are fulfilled, this also applies if payments are made on specifically designated claims.

2. As long as this retention of title exists, the following applies:

a) The processing and transformation of our reserved goods are carried out for us as the manufacturer in the sense of § 950 BGB and on our behalf, without us incurring liabilities. The processed goods are also considered reserved goods in the sense of paragraph 1 above. In the case of processing, combining, and mixing of the reserved goods with other goods by the customer, we acquire co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other used goods. The customer must store any reserved goods for us free of charge and with commercial care. If our ownership expires through connection or mixing, the customer hereby transfers to us the ownership rights to the new object or thing to the extent of the invoice value of the reserved goods and stores them free of charge for us. Any co-ownership rights arising in this way are also considered reserved goods in the sense of paragraph 1 above.
b) The customer may only sell the reserved goods in the ordinary course of business under his normal business terms and as long as he is not in default, provided that the claims from the resale according to the following c) – i) are transferred to us. The customer is not entitled to other disposals of the reserved goods.
c) The customer's claims from the resale of the reserved goods are hereby assigned to us. We accept this assignment.
d) Until revocation, the customer is authorized to collect the assigned claims. We can revoke this right if the customer does not properly meet his payment obligations.
e) In the event of third-party access to the reserved goods, especially seizures, the customer will indicate our ownership and immediately notify us so that we can enforce our property rights.
f) In the event of the customer's contractual breach, especially default in payment, we are entitled to take back the reserved goods or, if necessary, to demand the assignment of the customer's claims for surrender against third parties. The taking back as well as the seizure of the reserved goods by us does not constitute a withdrawal from the contract.
g) The customer is obliged to insure the reserved goods against fire, water, and theft sufficiently at the new value.
h) We commit ourselves to release the securities entitled to us at the customer's request to the extent that the realizable value of our securities exceeds the secured claims by more than 10%; the selection of the securities to be released is ours.

§8 Applicable Law, Jurisdiction, Severability Clause

1. The law of the Federal Republic of Germany applies to these terms and conditions and the entire legal relations between ALGURA® and the customer. The applicability of the uniform international sales law is excluded.

2. The place of jurisdiction for all disputes arising from the contractual relationship is agreed to be the location of ALGURA®, currently Rosendahl.

3. Should a provision in these terms and conditions or a provision within the scope of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.