General Conditions of Supply of Alois Kober GmbH AL-KO Maschinenfabrik

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General Conditions of Supply General Provisions Offer, Formation of Contract Prices Supply of Goods and Services, Reservation of Right of Modification Conditions of Payment Retention of Title Liability for Defects Product Liability Limitations on Liability Other Provisions	Special Conditions for Vehicle Technology Vehicle Parking Defect Special Conditions for Cargo Safeguarding

General Conditions of Supply
of Alois Kober GmbH AL-KO Maschinenfabrik

1. The following supply and payment conditions (hereinafter called "Conditions") shall apply exclusively to any of our supplies and services provided in the course of business with companies in terms of § 14 of the German Civil Code (BGB) (hereinafter called "Contract Partner") in the version applicable at the time of the supply of goods or services. Any diverging business conditions, in particular purchase conditions, shall only be valid if expressly accepted in writing. This shall also apply in the case that any delivery is made by us without reservation after the Contract Partner has objected to the validity of our Conditions.
2. The General Business Conditions may be supplemented by special conditions depending on the Business Division.
3. Upon giving an order the Contract Partner accepts the validity of our Business Conditions (also in relation to future business transactions) as a whole.
4. Any oral acceptance by our representatives or employees as well as any other agreements, in particular changes to these Business Conditions, shall only be valid if confirmed by us in writing.

1. Our offers are always non-binding unless otherwise agreed in writing.
2. For the acceptance of any order, the scope of the supply and the date of delivery shall be determined exclusively by our written order confirmation. This shall be subject to correct and timely delivery by our suppliers. We shall notify the Contract Partner without delay as to any non-availability of the goods to be delivered and in case of termination we shall reimburse the appropriate consideration to the Contract Partner.
3. Any pictures, weight and measurement details, technical data etc. of our goods shall be valid, regardless of the form of the respective data carrier, only as normal trade approximations, unless expressly designated by us in the order confirmation as being binding.
4. Any objections against order confirmations shall be in writing and shall be received by us at once, but no later than within eight days from the date of issue.

1. Unless otherwise stated we shall be bound by the prices contained in our offer for a period of 30 days from the date of the offer. The binding prices shall be those named in the order confirmation in EURO plus the applicable turnover tax. Any further supplies or services such as, for example, testing and processing costs as well as any changes at the request of the Contract Partner shall be invoiced separately.
2. Our prices are ex works/store excluding packaging, freight and customs costs plus the applicable rates of turnover tax valid on the date of the supply of goods or services.
3. In the event of any substantial change to wage, material or energy costs either Party may require a reasonable adjustment of the prices taking into consideration such factors.

1. Insofar as nothing else is agreed we shall deliver ex works.
2. The "circa" or approximate dates for the supply of goods or services by us are not legally binding. Any fixed dates require our written confirmation as such to be binding. Any delivery deadline shall be deemed to have been met if the goods to be delivered have left our store by the required time or the Contract Partner has been notified that the goods are available for delivery.
3. Part deliveries of goods or the supply of services in instalments shall be allowed, insofar as such is normal in the trade, and such may be invoiced by us separately. Part deliveries of goods and the supply of services in instalments shall not be allowed in exceptional cases when such would be unreasonable for the Contract Partner.
4. In the event that a non-binding deadline for supplying goods or services is exceeded by more than 6 weeks the Contract Partner may demand in writing that we supply the goods or services within a further set reasonable period of time. In the event that such are not supplied by us within the set reasonable period of time, the Contract Partner may terminate the Contract in writing. Damages for delay or damages for non-performance may be sought by the Contract Partner insofar as such claims are based on an intentional or grossly negligent breach of duty on our part.
5. We shall not be responsible, even in cases involving agreed binding deadlines, for any delay in the supply of goods or services resulting from acts of God or other events which substantially restrict the supply or make it impossible, including in particular labour disputes, disruptions in operations, difficulties in the supply of energy, unrest, actions of the authorities, failure to deliver by our suppliers, transportation disruptions etc. In such cases we shall be obliged to notify without delay the Contract Partner of the difficulty in the supply of goods or services as well as the likely period of delay. In such cases, any deadline or periods for supply of services or goods shall be extended for the period of the restriction plus a reasonable run-up period. Such unforeseeable events shall allow us to terminate the Contract in part or in whole. Any claims for damages by the Contract Partner are excluded unless such are based on an intentional or grossly negligent breach of duty on our part.
6. Our duty to supply goods and services is subject to the timely and correct performance of the contractual duties of the Contract Partner, in particular the duty to pay.
7. In the event that a delay in supply takes place at the request of the Contract Partner, the Contract Partner shall bear any resulting extra costs as well as the risk related to the accidental destruction or deterioration of the goods to be supplied from the time of being notified of their readiness for delivery. Goods which have been correctly notified as being ready for delivery shall be collected without delay. Otherwise we may after a previous warning at our choice either deliver the goods at the expense and the risk of the buyer or we may at our own discretion store the goods and invoice such immediately.
8. The right to make any design change or variations from the brochure or catalogue details is expressly reserved even after the dispatch of any order confirmation, provided that price and/or material characteristics or any delivery date is not changed and the change/variation is reasonable for the Contract Partner.
9. The duty of the Contract Partner to examine and give notice of any defect in accordance with § 377 of the Commercial Code [Handelsgesetzbuch - HGB] shall apply by analogy also to our supply of goods and services not normally subject to Sales Law.

1. In principle, payment shall take place by the agreed date, otherwise within 30 days from the date of the invoice with no deductions, and payment shall be made to the bank account as detailed.
2. The payment target detailed in our invoice shall be deemed to be a contractually-agreed due date. If payment is not made by the due date such shall constitute a default, without any requirement for notice thereof. In the event of such default we may demand default interest at the normal credit rate but at no less than the legal default interest rate in accordance with § 288 of the Civil Code [Bürgerliches Gesetzbuch - BGB]. Any further rights or claims based on payment default shall not be affected hereby.
3. We will only accept bills of exchange on the basis of a specific written agreement. Banking, discounting and cancellation costs shall be borne by the Contract Partner.
4. In case of delayed payment we may suspend the performance of our duties after giving written notice thereof to the Contract Partner until such time as the payments are received.
5. In the event that after entering the Contract we become aware of any circumstances which may reduce the creditworthiness of the Contract Partner we may refuse to perform and allow the Contract Partner a reasonable period within which payments are to be made concurrently with supply or for security to be provided. In the event of non-acceptance by the Contract Partner or the expiry of such deadline we may terminate the contract and demand damages for non-performance.
6. The Contract Partner shall not withhold the purchase price on the basis of any counter claims not based on this contractual relationship. Any right of set-off shall only exist in cases of an undisputed or legally-binding final judgment.

1. All delivered goods (Reserved Goods) shall remain our property until such time as complete payment of all moneys outstanding from the business relationship including any future payment based on whatever legal grounds even if payments are made to specified debts due. In the case of current account the retention of title shall be a security for any outstanding balance claimed by us.
2. The Contract Partner may only resell the Reserved Goods in the ordinary course of business and provided that he/she is not in default and subject to the condition that the buyer cannot set off any counter claim arising from the resale. The Contract Partner is not authorised to otherwise dispose of the Reserved Goods, in particular by way of security or lien.
3. Any claims arising from the further resale of the Reserved Goods are hereby assigned to us in advance until such time as the full settlement of all of our outstanding claims (Paragraph1). We hereby accept such assignment.
4. The Contract Partner may collect any moneys from the resale until due revocation by us which allowed at any time. Any moneys received from the resale of our Reserved Goods shall be our immediate property up to the amount of our respective invoicing. The Contract Partner shall hold our share of the resale amount separate from its other assets and in trust for us. The amount held in trust shall be made available to us without delay but no later than by the due date of the applicable invoice claim. In the event of non-compliance with these conditions of payment our right to collect any claim assigned to us shall not be affected hereby. Upon our request the Contract Partner shall be obliged to inform his/her customers of the assignment to us and to provide us with all necessary information to enforce the claim. In the event of compulsory enforcement measures by third parties in relation to any of our rights of security the reseller shall draw attention to our rights and immediately inform us.
5. In the event of default in payment by the Contract Partner and after the expiry of a further reasonable period set for payment without payment being made, even if we do not terminate the contract, we may demand the return of the Reserved Goods at the expense of the Contract Partner.
6. The right of the Contract Partner to do resales and to collect any claims shall extinguish automatically without any need for a further deadline to be set if the conditions exist under which the Contract Partner could be subject to the opening of insolvency proceed-ings. The same shall apply in the event of a deadline not being met in terms of Paragraph V.5. In the event that the right of resale of the Contract Partner ends we may demand the return of the Reserved Goods at the expense of the Contract Partner. Additional freight, transportation and other costs as well as any reduction in value of the goods shall be reimbursed in any case by the Contract Partner.
7. The processing of the Reserved Goods takes place for us, as the manufacturer, in terms of § 950 I of the Civil Code [BGB] without placing any duty on us. In the event that the Reserved Goods are mixed or processed with any other goods not belonging to us we shall obtain a right of title to the new goods in proportion of the invoice value of our goods to the invoice value of the other goods used. Processed goods or those goods in which we have a title shall be deemed to be Reserved Goods in terms of the above Paragraphs 1 - 5.
8. In the event that the value of the security available to us exceeds our claims on a permanent basis and in total by more than 20 % we may, upon request, release any security at our choice for the respective amount.

1. Our Contract Partner is entitled to goods and services from us which are free of defects, including defects of title. For any such defects we shall be liable according to the law unless otherwise agreed.
2. We shall not be liable in relation to any defect in the goods resulting from unsuitable or incorrect application, defective assembly or resulting from improper commencing operation by the Contract Partner or any third party, normal wear and tear, defective or negligent use, nor shall we be liable for the result of incorrect modifications to the goods or modifications or maintenance undertaken without our approval by the Contract Partner or any third party. The same shall apply to any defect which affects the value or functionality of the goods to a minor degree only, or to any defect which already has resulted in a reduction of the selling price.
3. Any apparent defect shall be notified in writing by the Contract Partner without delay upon receipt of the goods at the place of destination and any concealed defects shall be notified without delay upon detection.
4. Upon due and timely notification of any defect we shall rectify at our choice the defective goods or supply defect-free replacements. Any necessary expenses related to subsequent performance shall be borne by the Contract Partner insofar as such expenses are increased by the goods or services being brought to a place other than the premises of the Contract Partner, unless such transportation is in accordance with a contractual usage.
5. The warranty period for supplied replacements and installed parts as well as for any repairs shall be 1 year from the date of delivery/instalment.

We shall be liable according to the provisions of the Product Liability Law for any damage resulting from a defect in the product.

1. Any liability for damage not resulting from the delivered goods shall be excluded. This shall also apply to consequential damage of any nature unless resulting from intentional or grossly negligent breaches of duty on our part or unless warranties as to characteristics expressly include consequential damage caused by defect. Any claims for damages for the breach of important contractual duties shall, however, be limited to the usual, foreseeable damage. This exclusion of liability shall not apply in cases in which we are liable under the Product Liability Law for defects resulting in personal injury or damage to privately used objects. This exclusion of liability shall also not apply in cases of personal injury or death or in cases of intentional acts or negligent breaches of duty on the part of one of our representatives or any party employed by us.
2. With respect to goods from other manufacturers any further claims are excluded, particularly those resulting from defects in products for which the manufacturer is liable. In this regard we assign any claim which we may have against the respective manufacturer and/or supplier to the Contract Partner.
3. Insofar as any liability of ours is excluded such shall also apply to our vicarious agents and parties employed by us.

1. The place of performance and the place of jurisdiction for both Parties is, insofar it relates to merchants, legal entities under public law or special assets under public law and it is not otherwise agreed in writing, the seat of our factory. Regardless of this, we may issue proceedings against the Contract Partner at his/her general place of jurisdiction.
2. In terms of the contractual relationship German Law shall apply exclusively.
3. The application of the United Nations Convention of 11 April 1980 concerning Contracts for the International Sale of Goods [CISG] is hereby excluded.
4. The Contract Partner hereby agrees that we may process and use personal data from the Contract Partner which we have obtained in terms of our cooperation in the business relationship in accordance with the Federal Data Protection Law [Bundesdatenschutzgesetz].
5. In the event that any provision of these Conditions or any provision of our other contractual agreements is or becomes invalid the effectiveness of the other provisions/agreements shall not be affected thereby. In such cases the Parties undertake to replace the ineffective provision with a replacement provision that most closely reflects the economic result.

Special Conditions for Vehicle Technology

In addition to the General Business Conditions of the AL-KO Kober Group - Conditions for Delivery and Payment - the following Special Conditions shall apply to commercial transactions with the Alois Kober GmbH:

1. The parking of vehicles for the purpose of modifications or repairs shall take place at no charge insofar as there is no delay in collection. If there is a delay in collection we shall invoice parking and storage costs. Any liability for loss of or damage to parked vehicle or parts thereof or parts in need of repair, caused by theft, fire, civil disturbance or any other reason we are not responsible for, is hereby excluded.
2. We shall not be liable for any additional contents of the vehicle unless their handing-over for safekeeping is agreed to by way of a special agreement.
3. Test drives shall be undertaken to the exclusion of any liability for us for personal injury insofar as such does not result from intentional acts or negligent breaches of duty on the part of one of our representatives or any party employed by us. Any liability for property damage or economic loss is hereby excluded insofar as such does not result from intentional acts or grossly negligent breaches of duties by us or one of our representatives or any party employed by us.

1. In the case of any defect of a product from another manufacturer we got from suppliers or from the manufacturer, we shall only be liable insofar as we shall assign to the Contract Partner all our rights resulting from claims for defect against the manufacturer and/or supplier. In addition we undertake to make available to the Contract Partner all information and documentation necessary to pursue any such claim. In such cases of defect the warranty conditions of the supplier or the manufacturer are applicable. This shall not apply in cases in which we have caused the defect ourselves.
2. This provisions shall apply in particular if subject matter is a modification or addition to a vehicle in relation to the base vehicle and accessory parts not produced by us.

Special Conditions for Cargo Safeguarding

Suppliers and persons picking-up goods as well as all carriers forwarding goods from and to factories of the AL-KO Kober Group shall observe the Handling Instructions concerning Cargo Safeguarding in Road Traffic .

A downloadable version can be found here.

A printable version can be found here.

General Purchase Conditions For All German AL-KO Companies can be found here.