General delivery terms

§ 1 Scope

(1) All deliveries, services, and offers of Alimodo, based in Braunschweig (hereinafter referred to as "Alimodo"), are exclusively based on these General Delivery Terms. These terms are an integral part of all contracts concluded by Alimodo with its contracting partners (hereinafter also referred to as "Client") for the deliveries or services offered by Alimodo. They also apply to all future deliveries, services, or offers to the Client, even if they are not separately agreed upon again.

(2) The Client's or third parties' terms and conditions do not apply, even if Alimodo does not explicitly object to their validity in individual cases. Even if Alimodo refers to a letter that contains the Client's or a third party's terms and conditions or refers to such terms, this does not imply consent to the validity of these terms and conditions.

(3) Supplements and amendments to the agreements made, including these General Delivery Terms, require written form to be effective. Except for managing directors or authorized representatives, employees of Alimodo are not authorized to make oral agreements deviating from this requirement. To comply with the written form, transmission via fax is sufficient; however, other forms of telecommunication transmission are not sufficient.

(4) Information provided by Alimodo regarding the subject of delivery or service (e.g., weights, dimensions, and technical specifications) as well as representations thereof (e.g., drawings and illustrations) are only approximate unless an exact conformity is required for the contractual purpose. They do not constitute guaranteed characteristics. Commercially customary deviations, deviations resulting from legal requirements, or technical improvements, as well as the substitution of components with equivalent parts, are permissible as long as they do not impair the usability for the contractually intended purpose.

§ 3 Delivery and Delivery Time

(1) Deliveries are made from the warehouse. The place of performance is Braunschweig. If the Client wishes for a shipment purchase as defined in § 447 of the German Civil Code (BGB), it is within the reasonable discretion of Alimodo to determine the method of shipment (including the carrier, shipping route, and packaging.

(2) Deadlines and dates for deliveries and services provided by Alimodo are always approximate unless a fixed deadline or specific date has been expressly agreed upon in writing. In the case of shipment, delivery deadlines and dates refer to the time of handover to the carrier, freight forwarder, or any other third party entrusted with the transportation.

(3) Alimodo may, without prejudice to its rights resulting from the Client's default, request an extension of delivery and performance deadlines or a postponement of delivery and performance dates from the Client for the period during which the Client fails to fulfill its contractual obligations towards Alimodo.

(4) Alimodo shall not be liable for the impossibility of delivery or for delivery delays to the extent that they are caused by force majeure or other unforeseeable events at the time of contract conclusion (e.g., operational disruptions of any kind, transportation delays, difficulties in obtaining necessary regulatory approvals, official measures, or non-delivery, incorrect delivery, or untimely delivery by suppliers) that Alimodo is not responsible for. If such events significantly impede or make it impossible for Alimodo to deliver or perform, and the hindrance is not of a temporary nature, Alimodo is entitled to withdraw from the contract. In the case of temporary obstacles, the delivery or performance deadlines shall be extended or the delivery or performance dates shall be postponed by the duration of the hindrance plus a reasonable start-up period. If the Client is not reasonably expected to accept the delivery or performance due to the delay, they may withdraw from the contract by promptly notifying Alimodo in writing.

(5) Alimodo is entitled to make partial deliveries if they are reasonable for the Client.

(6) If Alimodo is in delay with a delivery or performance, or if a delivery or performance becomes impossible for any reason, the liability of Alimodo is limited to damages according to § 7 of these General Delivery Terms.

§ 4 Transfer of Risk and Default of Acceptance

(1) The risk passes to the Client at the latest upon the delivery of the goods to the carrier, freight forwarder, or any other third party designated to carry out the shipment.

(2) If the shipment or delivery is delayed due to circumstances for which the Client is responsible, the risk passes to the Client from the day on which the goods are ready for shipment and Alimodo has notified the Client of this fact.

(3) The Client bears the storage costs after the transfer of risk. If Alimodo handles the storage, the storage costs amount to 0.50% of the invoice amount of the goods to be stored per elapsed week. The storage is limited to 10 weeks. The assertion and proof of higher or lower storage costs remain reserved, with the flat rate being taken into account.
(4) The shipment is insured against theft, breakage, transportation, fire, water damage, or other insurable risks only upon the explicit request of the Client and at their expense.

§ 5 Prices and Payment

(1) The prices apply to the scope of services and delivery as listed in each order. Additional or special services will be charged separately. The prices are stated in EURO and are inclusive of packaging, applicable value-added tax, customs duties, fees, and other public charges for deliveries from the warehouse, for export deliveries.

(2) Invoice amounts are to be paid in full, without any deductions, within fourteen days, unless otherwise agreed upon in writing. The date of payment is determined by the receipt of payment by Alimodo. If the Client fails to make payment by the due date, they are considered to be in default. The outstanding amounts from the day of maturity shall accrue interest at a rate of 5% per annum. The right to claim higher interest and additional damages in the event of default remains unaffected. In the case of willful default with more than one overdue payment, all outstanding claims become immediately due and payable.

(3) Offsetting against counterclaims of the Client or withholding payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established.

(4) Alimodo is entitled to execute or perform any outstanding deliveries or services only against advance payment or provision of security if circumstances become known to Alimodo after the conclusion of the contract that significantly diminish the creditworthiness of the Client and jeopardize the payment of outstanding debts to Alimodo by the Client under the respective contractual relationship (including other individual orders covered by the same framework agreement).

(5) Alimodo is entitled to assign claims from the business relationship to third parties.

(6) In the case of a different payment agreement (e.g., open factoring), Alimodo will provide the alternative account details of the creditor on its invoices. Payments with a liberating effect can only be made to the creditor mentioned on the invoice.

§ 6 Warranty

(1) The warranty period is one year from the date of delivery, without prejudice to the provisions of supplier recourse under Sections 478 and 479 of the German Civil Code (Bürgerliches Gesetzbuch, BGB).

(2) The delivered items must be carefully inspected by the Client or the designated third party immediately after delivery. They shall be deemed approved if Alimodo does not receive a written notice of defects regarding obvious defects or other defects that were recognizable upon immediate and careful examination, within seven working days from the date of delivery of the goods, or otherwise within seven working days from the discovery of the defect or any earlier point in time when the defect was or should have been recognizable by the Client through normal use of the delivered items without further investigation. Upon request by Alimodo, the disputed delivered item must be returned to Alimodo free of charge. In the case of a justified notice of defects, Alimodo will reimburse the costs of the most economical shipping method; however, this does not apply if the costs increase because the delivered item is located in a place other than the intended place of use.

(3) In the event of defects in the delivered items, Alimodo is obligated and entitled, at its own discretion and within a reasonable period of time, to remedy the defect or provide a replacement delivery. If such remedial measures fail, i.e., if it is impossible, unreasonable, refused, or unreasonably delayed, the Client may choose to withdraw from the contract and receive a credit note, taking into account any benefits derived from the goods, or to reasonably reduce the purchase price.
(4) If a defect is due to the fault of Alimodo, the Client may claim damages under the conditions specified in Section 7.

(5) In the case of defects in components from other manufacturers or intellectual property rights infringements that Alimodo cannot remedy for licensing or factual reasons, Alimodo will, at its discretion, either assert its warranty claims against the manufacturers and suppliers on behalf of the Client or assign them to the Client. Warranty claims against Alimodo for such defects exist under the other conditions and in accordance with these General Terms and Conditions only if the judicial enforcement of the aforementioned claims against the manufacturer and supplier has been unsuccessful or, for example, due to insolvency, is deemed futile.
(6) Warranty claims shall be invalidated if the Client modifies the delivered item without the consent of Alimodo or has it modified by third parties, and as a result, the rectification of defects becomes impossible or unreasonably difficult. In any case, the Client shall bear the additional costs incurred for rectifying the defects due to the modification.

§ 7 Liability for Damages

(1) Alimodo's liability for damages, regardless of the legal basis, particularly in cases of impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations, and tortious acts, is limited to the extent of this Section 7, provided that it involves culpability.

(2) Alimodo is not liable in case of simple negligence on the part of its officers, legal representatives, employees, or other agents, unless it constitutes a breach of essential contractual obligations. Essential contractual obligations refer to the obligation to timely deliver the delivered goods free from substantial defects, as well as duties of care and protection intended to enable the contractual use of the delivered goods by the customer.

(3) To the extent that Alimodo is liable for damages in accordance with § 7(2), such liability is limited to damages that Alimodo foresaw as a possible consequence of a contractual breach at the time of contract formation or that should have been foreseen by exercising reasonable care in accordance with industry standards. Indirect damages and consequential damages resulting from defects in the delivered goods are only compensable to the extent that such damages are typically expected under the intended use of the delivered goods.

(4) In the event of liability for simple negligence, Alimodo's obligation to compensate for property damage and resulting further financial losses is limited to an amount of EUR 1,000,000.00 per occurrence, even in the case of a breach of essential contractual obligations.

(5) The above exclusions and limitations of liability apply equally to the benefit of Alimodo's officers, legal representatives, employees, and other agents.

(6) To the extent that Alimodo provides technical information or advisory services, and such information or advice is not part of the contractually agreed scope of services, it is provided free of charge and without any liability.

(7) The limitations set forth in this § 7 do not apply to Alimodo's liability for intentional misconduct, guaranteed quality features, personal injury, loss of life, or damage to health, or under the Product Liability Act.

§ 8 Retention of Title

(1) The goods delivered by Alimodo remain the property of Alimodo (retained goods) until full payment of all claims arising from the ongoing business relationship with the customer.

(2) In the event of a breach of contract by the client, particularly in the case of payment default, Alimodo has the right to reclaim the goods subject to retention of title (reclamation case).

(3) Until the occurrence of the reclamation case, the client is authorized to process and sell the goods subject to retention of title in the ordinary course of business; however, pledging or transferring them as security is not permitted.

(4) Processing or transformation of the goods subject to retention of title is always carried out on behalf of Alimodo as the manufacturer within the meaning of § 950 of the German Civil Code (BGB), without creating any obligations for Alimodo. In the event of processing or combining the goods subject to retention of title with other goods, Alimodo shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title compared to the value of the new item. If the client becomes the sole owner, they hereby grant Alimodo co-ownership in proportion to the aforementioned values and shall keep the item in safe custody for Alimodo without charge. If the goods resulting from processing or combination are resold, the following agreed-upon assignment shall apply only to the extent of the value of the goods subject to retention of title.

(5) Claims arising from the resale of the goods are hereby assigned to Alimodo in the amount of the final invoice amount. Alimodo accepts the assignment. The client is authorized to collect the assigned claims. This authorization to collect may be revoked, in particular, if the client fails to fulfill their payment obligations from the proceeds received, is in default of payment, has filed for the opening of insolvency proceedings, or has suspended payments.

(6) At the client's request and at Alimodo's discretion, the securities to which Alimodo is entitled under the above provisions regarding the goods subject to retention of title shall be released to the extent that the value of these securities exceeds the secured claims by more than 20%.

§ 9 Final provisions

(1) The place of jurisdiction for any disputes arising from the business relationship between Alimodo and the client shall be, at the option of Alimodo, Braunschweig or the client's place of business. For claims against Alimodo, Braunschweig shall be the exclusive place of jurisdiction. Mandatory statutory provisions regarding exclusive places of jurisdiction remain unaffected by this provision.

(2) The relationship between Alimodo and the client is exclusively governed by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) does not apply.

(3) To the extent that the contract or these General Terms and Conditions contain gaps in regulation, those legally effective provisions shall be deemed agreed upon in order to fill these gaps, which the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions had they been aware of the regulatory gap. The same applies to invalid clauses.

Note: The client acknowledges that Alimodo stores data from the contractual relationship in accordance with § 28 of the Federal Data Protection Act for the purpose of data processing and reserves the right to transmit the data to third parties (e.g., insurance companies, factoring companies) to the extent necessary for contract fulfillment.

Consumer Information

Participation in a dispute resolution procedure. We are obliged to participate in a dispute resolution procedure before the consumer arbitration board listed below:

General Consumer Arbitration Board at the Center for Conciliation e.V. Straßburger Straße 8 77694 Kehl, Germany www.verbraucher-schlichter.de