General Terms and Conditions, Last updated 01.2019
All previous prices are replaced by this price list and any previous price lists are hereby rendered invalid. Any and all offers and shipments of Deubl Alpha GmbH are exclusively subject to these General Terms and Conditions of Sales and Payment. Any customers’ terms and conditions will not be accepted. Any confirmations made by a customer referring to his own General Terms and Conditions shall be opposed herewith and rendered invalid.
Offers and Conclusion of Contract
Our offers are non-binding and subject to change without notice regarding price, quantity, materials, time of delivery and possibility to deliver. Regarding scope and acceptance of orders our conditions shown below shall apply, in the absence of any other written agreements. Any costs for packaging, fitting, schematic drawings as well as shipment costs are exempt from any discounts. All order confirmations must be checked for accuracy immediately upon receipt. All incoming orders will be forwarded immediately to the production and shipment departments.
The details provided by the customer together with their orders are binding. Any subsequent changes are subject to an administration fee based on the costs incurred. Any additional orders shall be treated as new orders. Orders for complete door systems – sliding door or all-glass door and frame units – will be confirmed in writing. These order confirmations and / or plans require written reconfir-mation.
Any normal industry-standard discrepancies in appearance, weight, colour, and measures shall not entitle the customer to complain; and this shall, in particular, apply to any replacement deliveries. Any colour variations of special colours shall always be excluded from any liability for defects. Any information given in illustrations, brochures, catalogues, and advertising shall not be deemed a description of the characteristic features of the goods next to the product description. Any discrepancies in construction and any minor changes to any measures and colours, as well as typos shall also be subject to change without notice. Any patterns are non-binding. The customer shall pay attention to any published and distributed technical data, explanations and instructions regarding types of usage and assembly.
Prices and Payment Terms
Our prices are EX Works. The stated prices are net prices plus the statutory value-added tax applicable on the day of shipment. The customer shall be invoiced the applicable prices valid on the day of delivery. Our invoices are due and payable within 30 days net without any deductions whatsoever. Upon payment within 10 days from the invoicing date we shall grant a discount of 2% . The date of receipt of payment by Deubl Alpha is significant for timeliness of payment. In case of default in payment a default charge of € 2.50 and default interest of 6% shall apply.
We reserve the right to ship against cash on delivery and, in such case, an administration charge of at least € 10.00 shall be invoiced to the customer. In case of a subsequent change to the delivery address, we reserve the right to charge an administration fee of € 10.00. The customer can offset any claims exclusively against such counterclaims that remain uncontested by Deubl Alpha GmbH or any res judicata claims. The customer is only entitled to exercise any retention rights insofar as his counterclaim is based on the same contract.
Deliveries and Delivery Times
Terms for delivery are approximate times and start with the sending off of the order confirmation. However, the start of the term for delivery is dependent on the customer’s fulfilment of his contractual obligations to cooperate and, in particular, on prior clarification of all technical and business issues between the contracting parties. Otherwise, the term for delivery shall be extended as appropriate.
Confirmed delivery times (ex works) shall be adhered to if possible. Partial deliveries with appropriate invoicing are admissible. Deubl Alpha GmbH shall not be deemed to be in delay of delivery in such cases where fulfilling the duty to deliver is impaired by any unforeseen circumstances, irrespective of such circumstances occurring either at works or with a subcontractor, or if such delay is not Deubl Alpha responsibility including delays due to shortages of production material, industrial action, lock-out, interruption of operations, accidents and other events which result in a partial or complete suspension of work. The same applies to any delays in delivery of a sub-supplier, failures in power supply and in cases of force majeure. Any unforeseen events which are beyond our control will extend the delivery period as appropriate.
The above shall also apply to any subsequent changes and amendments made by the orderer. Our right to rescind from the contract in case of force majeure shall remain unaffected. In case of failure to adhere to delivery times, the orderer shall only be able to rescind from the contract after he has set a grace period of 30 days in writing and such grace period has lapsed without delivery. In case of rescission the orderer shall not be entitled to claim for damages.
If the delivery is not made to the customer’s storage or business address, we shall deliver unloaded exclusively to ground level behind the first lockable door. For any different delivery addresses we reserve the right to bill the customer for any additional costs incurred. In cases of delivery of goods to any EU member states, the customer shall provide a confirmation of arrival (entry certificate) upon request or an alternative proof. In case of failure to provide such proof within 8 weeks, Deubl Alpha may invoice the customer with the value-added tax applicable in the Federal Republic of Germany.
Dispatch and Passing of Risk
Packaging and dispatch will be done according to our best judgment and care. Dispatch is at the recipient’s risk in the manner appearing the most suitable to us, unless otherwise agreed with the buyer. In case of the customer’s delay of taking delivery or his intentional or negligent failure to comply with other duties to cooperate, Deubl Alpha is entitled to claim damages/additional costs incurred as a result of such delay or failure. The risk of the accidental loss or accidental deterioration shall pass to the customer with the handing over of the goods to the person, company, or organisation appointed to handle the consignment.
Claims for Defects
Any claims for defects made by the customer require that he has properly fulfilled his obligations to inspect the goods and to make a complaint in respect of a defect immediately on receipt of the goods according to section 377 et. seq. of the German Commercial Code (HGB). Any transport damages can be compensated on presentation of the freight carrier's acceptance of the damage according to section 438 et. seq. of the German Commercial Code (HGB).
Any complaints require the written form without exception. In case of complaints regarding the type, characteristic features, and quantity of the delivered goods we shall only be liable if the buyer has inspected the goods for freedom of defects and completeness and has notified us of any defects discovered, giving a full description of such defects, immediately and in writing. If the buyer fails to carry out a timely inspection of the goods or make a complaint in respect of a defect in time, the delivered goods shall be deemed as approved, unless the defect was not visible at the time of inspection. Any defects discovered later are also to be reported to us immediately, otherwise the goods shall be deemed to be approved also with regards to such defects.
We shall, as a rule, never be liable for any subsequent costs resulting from any deliveries worthy of a complaint or incomplete deliveries. In case of justified complaints, we shall reserve the right, at our own discretion, to provide a replacement or to repair the defect, as we see fit. Any compensation for costs and expenses in relation with a complaint shall be excluded.
In case of justified claims for defects we shall compensate by replacing the rejected goods with a replacement delivery free of charge, as the case may be. Deubl Alpha is entitled to bill the customer for any necessary costs which incur as a consequence of an unjustified claim for defects, in particular any costs of inspection. In case of incorrect orders or orders with excessive quantities the customer may return the goods within 30 days of receipt, provided the goods are unused, in the original packing, and in an immaculate condition for sale.
Any additional expenses such as storage fees and transport costs for the returned goods shall be billed to the customer. No return is possible for customized goods or any goods altered according to customer specifications. In individual cases we may, at our sole discretion, accept a return of goods, which is subject to our explicit approval. We will not deal with any returns without prior enquiry and without our approval.
Claims for Damages
In case of a violation of any essential contractual obligation the liability of Deubl Alpha shall be limited to the foreseeable damage typically occurring under this type of contract unless it is based on gross negligence or intent, or we are liable for injury to life, body or health, or for the existence of a characteristic feature on account of a warranty. However, this does not involve a guarantee for successful performance – unless otherwise agreed in writing – since such successful performance depends on a variety of different factors which cannot normally be reviewed in the context of a general technical user consultation. Such consultation does not, in general, discharge the customer from his own duties of examination with regard to the suitability of the goods for the intended processes and purposes.
Reservation of Ownership
The delivered goods shall remain our property until full payment has been received. This retention of title shall apply to all commercial or business customers until all accounts resulting from the business relationship have been settled, including any interest and costs, and it extends also to any resold supplies.In case of any attachments effected by third parties – also after mixing or processing – insofar as our rights to the goods subject to reservation of ownership may be infringed, the buyer / customer has to inform us immediately in writing and notify the third party of our reservation of ownership without undue delay.
The reservation of ownership also extends to the products resulting from such modification or processing of the goods subject to reservation of ownership. We consider that the buyer or customer modifies or processes any goods subject to reservation of ownership without any obligations arising for us thereof. In case of processing, combining or mixing the goods subject to reservation of ownership with items that we do not own, we shall always acquire co-ownership of the produced new item in proportion to the invoice value of the other processed goods at the time of processing, unless the goods subject to reservation of ownership become an essential part of land property of a third party. Should we, in cases of combination of the goods subject to reservation of ownership with other items, not acquire co-ownership, then it shall be deemed that the buyer or customer has already transferred proportional co-ownership to us in accordance with the previous sentence, at this time.
In all other respects, the provisions for the goods subject to reservation of ownership shall apply to the new item accordingly. If the buyer or customer is a craftsman or reseller himself then he is allowed to resell or process the goods subject to reservation of ownership supplied by us only in the course of normal business operations. Any other disposal, in particular attachment, assignment for security, or relinquishment by way of exchange shall not be allowed. The right to resale shall also terminate without any express revocation as soon as the customer or buyer falls into arrears with his payment obligations to us or when he violates any other existing obligations towards us, in particular those arising from the agreed reservation of ownership.
The customer or buyer is obliged to hand-over the goods. Furthermore, we shall have the right to withdraw from the contract. If the customer or buyer is also an entrepreneur himself, any return of the goods shall be only by way of security without constituting a withdrawal from the contract, unless it is explicitly declared as such.
Copyright and Confidentiality
Any illustrations and images contained in brochures and other advertising materials or any drawings of Deubl Alpha GmbH are protected by copyright. Any violation may be liable to criminal prosecution. No illustrations or drawings, etc. may be reproduced or used in other ways for his own purposes by the orderer without the written approval by Deubl Alpha. Futhermore, both parties agree to keep all trade secrets strictly confidential.
Data will be stored in respect of any queries, requests for brochures, and receiving and processing orders. The applicable laws for data protection shall apply to any personal data stored by Deubl Alpha and/or the customer arising from or in connection with this contract for the purpose of data processing. The General Data Protection Regulation is available at www.deubl-alpha.de.
Should individual provisions of this contract be invalid or unenforceable or become invalid or unenforceable after the conclusion of the contract, the validity of the contract shall remain otherwise unaffected. The invalid or unenforceable provision is to be replaced by a valid and enforceable provision which reflects most closely the economic intention followed by the parties to the agreement by the invalid or unenforceable provision. The above provisions shall also apply accordingly in the event that the contract is shown to have omissions.
Munich shall be the place of performance and place of jurisdiction. We are entitled to also file a claim with the competent court at the buyer’s place of business.
Subject to alterations, errors including misprints without notice.
General Terms and Conditions
Last updated 01.2019