Delivery and payment conditions
ALVA Leather GmbH, von-Ardenne-Straße 16, 48703 Stadtlohn (as of January 1, 2020) German law and the following conditions apply to the legal relationships between the buyer and us - unless otherwise expressly agreed in writing.
We only deal in leather special items (SP) specifically for the trade. We are a wholesale company and only serve commercial customers. By ordering from us, the buyer assures that he is a trader and not an end consumer.
In any case, the customer must carry out a material test on our delivery for the intended purpose before further processing. We exclude any liability for the usability of the goods for the processing purpose intended by the customer. In particular, we exclude any liability for color fastness, tear resistance, chemical treatment layers, changes due to the treatment and processing process.
1. Our offers are always non-binding. Samples and drawings remain our property.
2. Our prices are net prices. Added to this is VAT at the statutory rate. Granting a discount must be made in writing; it is void if the buyer is in default with the payment that is incumbent on him.
3. The order is accepted when we have confirmed it in writing. If it should turn out that the buyer is an end user, we have the right to refuse to fulfill the contract; we are entitled to assert claims for fraudulent behavior.
4. Scheduled delivery times run from the conclusion of the contract (date of the order confirmation). They are not binding for us unless something else has been agreed in writing. If a delivery deadline that we have guaranteed is not met, the buyer can refuse to accept the service if the delivery is delayed for more than 4 weeks beyond the scheduled delivery time and the buyer has issued a written reminder for delivery after the guaranteed delivery deadline has expired. In cases of force majeure, transport disruptions, strikes and other difficulties in performance or
Obstacles to performance, also in the case of not only short-term difficulties in the procurement of materials, the grace period mentioned in Paragraph 1 is extended to 2 months. We are also entitled to withdraw from the contract in such cases. The buyer can only assert a non-compliance with the delivery period against us if he has properly fulfilled his contractual obligations. Claims for damages can only be asserted in the case of gross negligence or willful misconduct, with intent or gross negligence on the part of our vicarious agents, the claim for damages is limited to the amount of the order value, unless this is unreasonable.
5. Delivery is ex works or, in the case of rail or post, free pick-up station for the account and risk of the buyer.
6. The shipping and packaging costs are borne by the buyer. If the goods are dispatched by us, they travel at the risk of the buyer. When the goods are picked up by the buyer, the risk is transferred to the buyer upon notification of readiness for delivery.
7. Call-off orders must be accepted within 6 weeks of the scheduled call-off date. There must be a reasonable period between the request and the requested dispatch. If we store the goods for the buyer in the event of a delay in acceptance, the storage takes place at the expense and risk of the buyer.
8. File boxes and canvas packaging remain our property and 2/3 of the invoiced amount will be credited, provided that they are returned to us carriage paid in a usable condition. If the costs on which our calculation is based increase by more than 5% after the contract has been concluded, we are entitled to increase the agreed prices by the excess amount exceeding 5%.
9. In the case of contract processing orders, the goods required for processing are to be delivered free of charge. The commissioned goods are returned freight collect. We are not obliged to check the suitability of the goods sent to us for processing. Liability is excluded for damage and losses that can be traced back to the quality of the goods. In the case of subcontracting orders, the customer bears the risk of loss and deterioration of the material to be processed.
10. The goods remain our property until all claims including ancillary claims, claims for damages, future claims and cashing of checks and bills of exchange have been paid in full (simple retention of title). After we have given our approval, the buyer is entitled to process and sell the goods, taking into account the following provisions (security property):
a) Checking the suitability of the goods (special items) for the purpose intended by the buyer is the sole responsibility of the buyer. We assume no liability for damage due to unsuitability for the intended use; compensation, in particular for processing costs and consequential damage, is excluded.
b) The buyer's authorization to process goods subject to retention of title in the ordinary course of business ends, irrespective of the revocation by the seller, which is permissible at any time, when payment difficulties arise (buyer's crisis). In the event of suspension of payments or insolvency of the buyer (filing for insolvency), the authorization to process the goods expires.
c) By processing the reserved goods, the buyer who processes the goods for us does not acquire ownership of the new item in accordance with Section 950 of the German Civil Code (BGB). If the reserved goods are processed, mixed or blended with other items, we acquire co-ownership of the new item in the ratio of the value of our reserved goods to the total value.
d) The buyer assigns the claim with all ancillary rights from the resale or installation of the goods subject to retention of title to us, also proportionally to the extent that the goods are processed, mixed or blended and we have acquired co-ownership of them in the amount of the invoice value. In relation to this assignment, we are entitled to a corresponding fraction of the respective purchase price claim in relation to the invoice value of our reserved goods to the invoice value of the item.
e) If the buyer has sold this claim as part of real factoring, he assigns the claim against the factor that replaces it to us. We accept this assignment. We will not collect the assigned claim as long as the buyer meets his payment obligations. Upon request, the buyer is obliged to provide us with an exact list of the claims to which we are entitled with the names and addresses of the customers, the amount of the individual claims, invoice data, etc. To announce the assignment to his customers and to give us all information necessary for the assertion of the assigned claims. The buyer is entitled to collect the claims as long as we do not give him any other instructions. The buyer authorizes us, as soon as he is in default with a payment or his financial circumstances deteriorate significantly, to inform the customer of this assignment and to collect the claim ourselves . In this case, we can demand that the buyer allows us to check the inventory of the assigned claims by our agents on the basis of the buyer's bookkeeping. Amounts received from assigned claims are to be kept separately for transfer.
f) The retention of title also remains if individual claims of the seller are included in a current invoice and the balance is drawn and recognized. The seller is entitled to retention of title not only for the recognized and abstract final balance, but also for the causal balance.
g) We already release fully paid deliveries if the security provided by the retention of title exceeds the claim to be secured by 10%.
h) Pledging or assignment by way of security of the reserved goods or the assigned claims, as well as factoring are not permitted. We are to be notified immediately of any attachments, stating the attachment creditor.
i) Der Käufer ist verpflichtet, sobald er die Zahlungen eingestellt hat und zwar unverzüglich nach Bekanntgabe der Zahlungseinstellung, uns eine Aufstellung über die noch vorhandenen Eigentumsvorbehaltswaren, auch soweit sie verarbeitet sind und eine Aufstellung der Forderungen an die Drittschuldner nebst Rechnungsabschriften zu übergeben.
j) If we take back the delivered goods due to our retention of title, this constitutes a withdrawal from the contract.
k) The buyer keeps the reserved goods for us. He has to insure them against fire, theft and water. The buyer hereby assigns to us his claims for compensation, which he is entitled to against insurance companies or other parties liable for compensation, in the amount of our claim. We accept the assignment.
l) Rights from the retention of title and all special forms of it stipulated in these conditions apply until the contingent liabilities that we have entered into in the interests of the buyer have been fully released. m) In the event of the buyer's insolvency, we are entitled to offset our outstanding claims even before the due date of any set-off claims, Section 94 InsO.
11. Defect rights:
a) The goods delivered by us must be checked immediately. Any defects must be reported immediately, otherwise the goods are considered approved.
b) In the event of justified complaints, we are obliged, at our option, to repair and / or replace the goods. The limitation of liability does not apply to malice or lack of warranted properties.
c) Liability for damage caused by defects and consequential damage caused by defects is excluded, unless we or our vicarious agents are guilty of willful intent or gross negligence.
d) If the buyer has already processed or processed our goods, he can no longer raise a complaint. If the goods have been provided with the buyer's company or with other brands or symbols requested by the buyer, the buyer can only raise a complaint if the acceptance of the goods is unreasonable for him due to significant quality defects.
e) Only insignificant deviations in quality, material thickness, color, etc. do not entitle a complaint to be made. In particular, excess or short deliveries with a deviation of 10% do not entitle a complaint to be made.
f) As long as the buyer himself has not met his contractual obligations, our obligations due to the notification of defects are suspended. This does not inhibit the expiry of the limitation period.
g) The limitation period is 1 year.
12. The invoices are issued on the day of dispatch or acceptance of the goods.
13. In principle, the terms of payment stated in the order confirmation or in the invoice apply.
a) Bills of exchange and checks are only accepted on account of payment. If we accept several bills of exchange or checks from a buyer, we are entitled, if only one goes to protest / is not redeemed, to demand immediate settlement of all of our claims. Discounting and collection costs are borne by the buyer.
b) We are entitled to request advance payments for our deliveries.
c) The day of payment is the day on which we receive the payment.
d) If the fulfillment of the payment claim is endangered due to a deterioration in the buyer's financial situation that has occurred or has become known after the conclusion of the contract, we can demand advance payment and immediate payment of all open invoices, including those that are not yet due, and withhold goods that have not yet been delivered. We are also entitled to these rights if the buyer does not make any payment despite a reminder giving reasons for default.
e) Unless otherwise agreed, the purchase price for call orders is due if the scheduled call date is exceeded by 4 days.
f) Cancellation costs for deliveries that are not carried out: We can always demand 10% of the invoice amount as flat-rate compensation, unless the buyer provides evidence that no damage or depreciation has occurred at all. The right to assert a higher damage remains reserved.
g) We are entitled to default interest at a rate of 8 percentage points above the base interest rate from the date of default, but in any case from the 30th day after the invoice has been issued.
14. Right to data storage and data use: The customer agrees that we and companies affiliated with us may save and use his contact information, including names, telephone numbers and e-mail addresses. Such information can be processed and used within the framework of the existing business relationship and passed on to partners and authorized representatives for the purpose of joint business activities.
15. Subsidiary agreements and changes to the contract are only binding for us if they have been confirmed by us in writing.
16. The place of performance for delivery and payment is Stadtlohn. The exclusive place of jurisdiction is Ahaus if the buyer is a registered trader.
17. Should one of the above provisions not be applicable for any reason, this does not affect the validity of the remaining provisions. The parties will make an adjustment to the contract that comes closest to the intended regulation.
ALVA Leather GmbH, von-Ardenne-Straße 16, 48703 Stadtlohn