§ 1 General
1) These General Terms and Conditions of Business apply to general and commercial business transactions with customers, regardless of whether they are entrepreneurs, legal entities under public law or special funds under public law. They also apply if they are not expressly mentioned in the case of separately or additionally agreed individual contracts. These General Terms and Conditions apply to all goods sold by Alganex.
These General Terms and Conditions are also valid if the purchaser refers to his own terms and conditions when accepting an offer, unless Alganex has explicitly agreed to them.
§ 2 Conclusion of Contract
The contract is concluded with the receipt of the written confirmation by Alganex that it accepts the order (order confirmation). Offers which do not contain a period of acceptance are not binding.
§ 3 Written form
1. orders and assignments require text form (e.g. e-mail, fax) to be effective.
2. subsidiary agreements and supplements or deviating individual agreements to these General Terms and Conditions of Business require the written form or a written confirmation by Alganex, whereby deviations and changes from these General Terms and Conditions of Business must be marked as individual agreements.
3) In case of obvious mistakes, spelling and calculation errors in the documents submitted by Alganex there is no obligation for Alganex. The customer has to inform Alganex about such obvious mistakes, spelling or calculation errors.
§ 4 Scope of delivery
The deliveries by Alganex are listed in the respective order confirmation including possible enclosures to it.
§ 5 Dates, periods, delay
Delivery times/dates promised by Alganex are always approximate. This does not apply if a fixed delivery time is expressly promised or agreed. Promised or agreed delivery times are calculated from order confirmation, in case of delivery against prepayment from receipt of payment.
In case Alganex does not meet an agreed date, a reminder by the purchaser is mandatory in order to bring about the legal consequences of the delay. This reminder has to be in written form and must contain an adequate period of time.
If the set deadline is unreasonable, the unreasonable deadline will set a reasonable period of time in motion.
§ 6 Prices/delivery
1. unless otherwise expressly stipulated, the agreed prices are fixed prices.
2. all agreed prices are net prices In each case, the statutory rate of value added tax valid at the time of delivery of the service is to be added.
a. Delivery to other EU countries
In the case of a delivery to other European countries, the delivery is tax-free (§ 4 no. 1b in conjunction with § 6 a UStG). Alganex is obliged to indicate the VAT identification number of the customer, which has to be communicated to the Customer together with the order.
b. Delivery to non-EU countries
In the case of a delivery to a non-European country, the delivery is tax-free § 4 No. 1a in connection with § 6 UStG). In this case Alganex will note on the invoice the note "VAT exempt, because of export delivery".
3. all prices are in EUR.
All deliveries by Alganex are subject to EXW Incoterms (2010), related to the warehouse from which Alganex delivers, unless otherwise agreed.
5. partial deliveries are permissible, as far as they are reasonable for the Purchaser.
6. Alganex is exceptionally not obliged to deliver the ordered goods, if Alganex has ordered the goods properly on its part but was not supplied correctly or in time (congruent covering purchase) without this being foreseeable by Alganex. The condition is that Alganex is not responsible for the missing availability of goods and has informed the purchaser immediately. Then Alganex is released from its delivery obligation. In case of unavailability of the goods Alganex will immediately refund payments already made.
§ 7 Packing, Dispatch and Transport
1. Alganex will charge the packaging separately.
2. the transport is carried out at the expense and risk of the purchaser.
§ 8 Inspection and Acceptance of Deliveries and Services
1. Alganex will check the deliveries and services as far as usual before dispatch. If the purchaser demands further tests, these have to be agreed upon separately and have to be paid by the purchaser.
2. the Customer will check immediately after receipt of the products whether they correspond to the ordered quantity and type and whether there are externally visible transport damages or externally visible defects. The purchaser is not obliged to carry out further inspections.
3. the Purchaser has to notify Alganex immediately in writing of any defects detected. If he fails to do so, the deliveries are considered as approved.
§ 9 Invoices/Payments
1. the invoice amount is due for payment immediately after the invoice is issued. This also applies to partial and/or partial invoices. Discounts must always be agreed separately. With regard to the timeliness of the payment, only the receipt of payment by Alganex is decisive.
2. Alganex is entitled at any time to carry out a delivery completely or partly only against prepayment, which Alganex explicitly points out in the order confirmation.
3. payments by cheque are considered as made only after irrevocable encashment. Discount periods are only observed upon receipt or acceptance of a cheque if it is cashed immediately and irrevocably.
4. the drawing of a bill of exchange requires a previous written agreement with Alganex. In case of acceptance of bills of exchange the bank discount and collection charges will be charged, they are to be paid immediately in cash.
5. if the customer exceeds the term of payment, the legal regulations for default apply.
Interest on arrears will be charged in the amount of nine percentage points above the base interest rate per year. § Section 288 (3) to (5) of the BGB shall remain unaffected.
6. a right of retention of payments due to any counterclaims not accepted by Alganex is excluded, unless the claim is legally binding, this also applies to the set-off against such claims.
7. claims against Alganex may only be assigned to third parties with written consent of Alganex.
§ 8 Guarantee, Warranty
1. unless otherwise agreed upon, a warranty obligation on the part of Alganex is based on the legal regulations, but with the proviso that Alganex has to be granted the right and the possibility of rectification in any case. If the supplementary performance with regard to a defect subject to the warranty obligation of Alganex fails and/or if further attempts of rectification are unreasonable for the Customer, the Customer may withdraw from the contract or reduce the purchase price instead of rectification.
2. Alganex only takes over guarantees exceeding the legal warranty or a warranty because of special assured characteristics if this is stipulated in the special contract conditions in the individual case or if an agreement marked as individual regulation was concluded in writing.
3. Alganex is liable for further claims and rights - except for personal injury and contract-typical damages, which have been caused to the Customer by Alganex as a result of a fundamental breach of contract - only in cases of intent or gross negligence, this also applies to vicarious agents. An essential contractual obligation in the aforementioned sense is such an obligation the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner regularly relies and may rely.
§ Section 9 Liability
The liability of Alganex also in tort is - except for personal injury and damages typical for the contract, which have been caused to the purchaser by Alganex as a result of a fundamental breach of contract - limited to intent and gross negligence, this also applies to actions of vicarious agents and assistants. § 8 No. 3 S. 2 applies accordingly. As far as legally admissible the liability of Alganex is limited to the typical contractual damage foreseeable at the time of conclusion of the contract.
§ 10 Ownership
Alganex reserves the right of ownership of the delivered goods until full payment of the purchase price. Alganex is entitled to refuse the dispatch of further goods until the customer has paid the full purchase price including possible additional claims.
§ 11 Force Majeure
War, civil war, export restrictions or trade restrictions due to a change of political circumstances as well as strikes, lockouts, operational disturbances, operational restrictions as well as similar events which make it impossible or unreasonable for Alganex to fulfil the contract are considered as force majeure and release Alganex from the obligation to perform for the duration of the existence of these events. The contractual partners are obliged to inform themselves about this and to adjust their rights and obligations to the changed circumstances in good faith.
§ 12 General Provisions
1. if any provision of these general terms and conditions or the special contractual conditions agreed in individual cases is or becomes incorrect, the remaining provisions shall remain valid. Gaps in the contract are to be closed by supplementary interpretation of the contract under application of the general laws; § 139 BGB is excluded.
2. All legal relations between the Contractor and Alganex are exclusively governed by German law, even if the Customer has his registered office abroad. The sole place of jurisdiction for all disputes arising from and in connection with this contract, as far as the customer is a merchant, is Dresden
3. Unless expressly agreed otherwise, the place of performance shall be Berlin.