General Terms and Conditions March 2009
§ 1 General Scope of Application
All orders are accepted and all contracts are made exclusively subject to the following “Terms and Conditions”. The contract partner`s terms of business shall not be applicable and shall not bind Allegro Commercial GmbH (hereinafter referred to as “Allegro Commercial”) in any way unless Allegro Commercial confirms to do so expressly and in writing.
As far as vicarious agents or sales agents representing Allegro Commercial agree to any provision not complying with these terms and conditions, this provision shall not be valid unless Allegro Commercial agrees to it expressly and in writing.
“Client” in the context of these terms and conditions means any trader in accordance with Art. 14 BGB (German Civil Code).
Contracts between the Client and Allegro Commercial become enforceable when an offer by Allegro Commercial is accepted by the Client. Client accepts and confirms that these Terms and Conditions are expressly incorporated into and form an integral part of Client`s contract with Allegro Commercial.
§ 2 Offers
Allegro Commercial`s offers are not binding, provided no other provisions have been made in written form or arise out of definite circumstances. Appendixes to contracts, such as pictures, drawings, indications of weight and measures (hereinafter referred to as “Bidding Documents”) are only approximately and not binding, unless Allegro Commercial agrees to it expressly and in writing.
All bidding documents shall remain the property of Allegro Commercial. Allegro Commercial shall reserve all copy- and trademark rights of the documentation distributed to the Client. Without prior express consent by Allegro Commercial, no part of the documents distributed to the Client may in any form be utilized or passed on to third parties. The preceding provision does not apply to any kind of prospectus or product information open to the public.
In case of reasonable doubt relating to Client`s creditworthiness, Allegro Commercial is entitled to refuse the execution of contract. The same shall apply if the Client does not balance his outstanding accounts, despite being notified by Allegro Commercial accordingly.
§ 3 Pricing, Price Changes and Terms of Payment
All prices are exclusive of value added tax and are subject to confirmation. Allegro Commercial reserves the right to alter the contract price in respect of any goods if any variations in costs, in particular any fluctuation of material prices or currency shall in the opinion of Allegro Commercial make such alterations necessary or expedient.
Unless otherwise expressly so stated, all prices are exclusive of Customs taxes and Customs fees, im- & export taxes, and exclusive of all other applicable costs which are customer responsibility only.
Solely the specified prices mentioned in the offer apply. Offers may be limited in time. Client cannot refer to any foregoing or subsequent offer.
Unless otherwise agreed expressly and in writing, the purchase price is strictly net (without any deduction) and due immediately. Any cash discount is subject to prior written consent of Allegro Commercial.
All goods shall be paid for and received in the bank account number of Allegro Commercial in full, within 14 days of the date on which they are invoiced by Allegro Commercial provided that no other term of payment or sale against cash in advance have been stipulated expressly. Unless otherwise agreed by the parties and specified in writing, Allegro Commercial shall be entitled to charge default interest at a rate of 10% above the ECB base rate mature from the date upon which payment falls due.
Check and bill transactions will only be accepted on account of performance and if all costs including extras are covered. Allegro Commercial reserves the right to refuse check and bill transactions.
Client`s right to refuse performance or right of retention are excluded unless such claim is legally determined, undisputed or accepted by Allegro Commercial in writing.
Client`s right to offset his claims against Allegro Commercial`s counterclaims is excluded unless such claims are legally determined, undisputed or accepted by Allegro Commercial in writing.
§ 4 Delivery Date and Delay
The acceptance of any dates or periods for the delivery of the goods or any of them requires that the Client meets his contractual obligations properly and in good time. If Allegro Commercial is prevented from delivering goods at the time provided for the delivery by reason of force majeure, e.g. interference by labor strikes or lock outs, or other reasons outside Allegro Commercial`s reasonable control, e.g. any interruption of operation, non- availability of transport or materials, then the date or period for delivery shall be deemed extended accordingly. The preceding provision applies irrespectively of whether the respective estoppels arise from Allegro Commercial or its sub-providers. In such case, Allegro Commercial reserves the right to withdraw from the contract and Client is not entitled to claim for any damages. Particularly, claims for default interest and/or loss of profit are excluded.
To meet the dates or periods for delivery, timely shipment respectively the readiness for dispatch - if Client is informed accordingly - shall suffice.
§ 5 Transfer of Risk
Unless otherwise agreed in writing, the risk of loss and/or damage to the goods shall be transferred to the Client on delivery to the Client or to a third party or carrier nominated by the Client to take or accept delivery, or – in case the contract involves the carriage of goods – on leaving Allegro Commercial`s or its sub-providers` storage.
The same applies if the Client is in default of acceptance. If the delivery is delayed for reasons within the Client`s control, the risk of loss and/or damage to the goods or any of them shall be transferred to the Client on the date on which the goods are ready for shipment.
§ 6 Retention of Title
All goods delivered by Allegro Commercial are subject to retention of title, i.e. all goods shall remain the property of Allegro Commercial until all of Allegro Commercial`s claims against the Client in connection with the business relationship in question have been fulfilled. § 1006 BGB does not apply in this context.
For the duration of the retention of title, the resale of the goods is permitted only in the ordinary course of Client`s business. If the Client resells goods subject to retention of title, Client assigns to Allegro Commercial by way of security, already at this time, the Client’s future claims against its customers arising from such resale, along with all ancillary accounts without any further separate declarations to that effect being necessary. Allegro Commercial hereby accepts the assignment (expanded retention of title). Client is authorized to collect claims arising from the resale that have been assigned, unless the Client is in default in payment to Allegro Commercial, particularly in case of an impending insolvency or if Client discontinue to pay. As far as claims of Allegro Commercial against the Client are due for payment, Client is obliged to pay amounts received from Client`s customers to Allegro Commercial immediately.
Client is not permitted to assign goods delivered by Allegro Commercial as security without prior consent by Allegro Commercial. Allegro Commercial shall agree to the assignment unless such assignment is in Client`s legitimate interest and not in conflict with Allegro Commercial`s interests.
In case of any infringement of the contract by the Client, particularly in case of default in payment or ineffective enforcement measures, and upon notice with fixing a 10 working days time period, Allegro Commercial is entitled to withdraw from the contract and to claim the return of goods delivered subject to retention of title. Allegro Commercial reserves the right to claim for additional damages.
Client hereby grants to Allegro Commercial and its vicarious or sales agents the right to enter Client`s storage for purposes of return of goods.
For the duration of the retention of title, Client is not permitted to pledge the goods or assign them as security. Allegro Commercial has to be informed immediately about any pledge or provision in favor of a third party.
If the combined value of all security interests held by Allegro Commercial exceeds the total value of all secured claims by more than 20%, Allegro Commercial shall, at the request of the Client, release a corresponding part of those security interests;
§ 7 Client's Rights and Obligations in Case of Defects
Client shall notify Allegro Commercial of obvious defects in writing immediately, within two weeks after receipt of the delivery at the latest. In case of defects which cannot be determined within this period, despite careful examination, Allegro Commercial shall be informed in writing immediately after they are discovered. If the Client fails to notify Allegro Commercial of a defect in good time, the delivered goods shall be deemed as being approved, i.e. the Client's rights due to defects shall be precluded.
If the Client informs Allegro Commercial of a defect in good time, its rights shall be oriented to the statutory regulations of Art 437 to 444 BGB with the following amendments:
If any goods or services are supplied with defects in title or quality, Allegro Commercial will be entitled to decide at its sole discretion whether the subsequent fulfillment will be met through repair or the delivery of a replacement. If the repair of goods or the delivery of a replacement fails, Client is at its sole discretion entitled to choose between a reduction in purchase price or the right to withdraw from the contract. In case of insignificant defects, the right to withdraw from the contract is precluded.
The entitlement to claim compensation in addition to the preceding claims or exclusively, shall only exist, subject to the provision in § 8.
Damages caused by improper use, use of inapplicable equipment or as a result of wear are precluded from any warranty. The same applies for damages which are not subject to a defect in manufacture that is caused by Allegro Commercial, its employees or vicarious or sales agents or its sub-providers.
Client's entitlements in the case of defects become statute barred in a year, commencing with the delivery of the good to the Client, unless otherwise provided by statute.
Any guarantee is excluded, unless Allegro Commercial agrees to it expressly and in writing.
§ 8 Liability
The liability for any contractual or legal claim of the Client is subject to the following provisions only.
Unlimited liability shall only exist for damages or losses deliberately caused by Allegro Commercial, its employees or vicarious agents, or due to injury to life/fatal injuries, physical injury or damage to health. Furthermore, Allegro Commercial shall be fully liable according to the German Product Liability Law (“Produkthaftungsgesetz”).
Damages or losses by means of gross negligence or the claim for compensation for breach of material contractual obligations are limited to the threefold of the total order value and to reasonably foreseeable damages solely.
For consequential damages caused by a defect, i.e. in particular damages which haven`t been incurred in the product itself, loss of profit, loss of production or use, cost for expert witnesses et al. Allegro Commercial`s liability is only subject to the grossly negligent breach of a material contractual obligation and thereby limited to the threefold of the total order value and to reasonably foreseeable damages solely.
Any further claims for damages shall be expressly excluded.
§ 9 Disposal
To comply with the obligations of German Packaging Ordinance (“Verpackungsverordnung”), Allegro Commercial takes part in a system, e.g. “Duales System Deutschland”, which, to an adequate extent, guarantees the regular collection of used sales packaging from or in the vicinity of the final consumer throughout the catchment area of the Client. Allegro Commercial advances the appropriate license fee and charges Client separately.
As far as the goods are subject to the Act governing the Sale, Return and Environmentally Sound Disposal of Electrical and Electronic Equipment (“Elektro- und Elektronikgeräte-Gesetz”), the producers accept the obligation to collect or take back waste electrical and electronic equipment at their own account as regulated by law.
§ 10 Data Protection
Allegro Commercial will use Client`s personal data for any purpose in relation to Client`s order. Allegro Commercial is entitled to disclose Client`s personal data to its sub-providers so that they can provide the service Client has requested. Client hereby accepts such policy. Client agrees to receive further information about products and/or services of Allegro Commercial. Client can withdraw from this declaration of consent in writing at any time.
§ 11 Place of Jurisdiction, Place of Fulfillment, Applicable Law
Place of exclusive jurisdiction for all disputes arising directly or indirectly out of the contract relationship shall be Munich, Germany.
Unless not otherwise agreed expressly and in writing, place of fulfillment shall be Munich, Germany.
These terms and conditions and all legal relationships between the parties shall be governed by German law with exclusion of the law concerning the international purchase of movable objects (“UN-Kaufrecht”), even if the Client's registered office is abroad.
§ 12 Miscellaneous
Allegro Commercial reserves the right, from time to time, to change these Terms and Conditions at it sole discretion. The Terms and Conditions applicable to Client will be the version that is current and displayed on this Website respectively handed out to the Client.
No modification of this Agreement shall be binding upon either Party, unless approved in writing by authorized representatives of the other Parties.
If any provision of these Terms and Conditions is held to be invalid, illegal or unenforceable under applicable law the remaining provisions shall continue to be in full force and effect.