General Terms and Conditions of Sale of ALLMATIC-Jakob Spannsysteme GmbH
Contracting parties
ALLMATIC-Jakob Spannsysteme GmbH
legally represented by the CEO Herbert Mayr
Jägermühle 10 | 87647 Unterthingau
Tel.: +49 8377 929-0 | Mail: info@allmatic.de
§ 1 Scope of application
(1) The products offered and these General Terms and Conditions shall apply exclusively in relations with enterprises within the meaning of Section 14 of the German Civil Code [BGB], in other words, a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of their or its trade, business or profession.
(2) All deliveries, services and offers by ALLMATIC are based exclusively on these General Terms and Conditions of Sale. These form a part of all contracts that are concluded by ALLMATIC with customers (hereinafter: the ‘Customer’) in relation to the services offered.
(3) Any deviating terms and conditions on the side of the Customer or third parties shall not apply unless and to the extent that ALLMATIC has expressly acknowledged them in writing. Any failure of ALLMATIC to respond to such deviating terms and conditions shall not be deemed an acknowledgement or consent, including in the case of future contracts. Even if ALLMATIC makes reference to a letter that includes or refers to the terms and conditions of the Customer or a third party, this shall not amount to consent to such terms and conditions. The Customer’s general terms and conditions shall also be excluded when they do not contain any specific provision on specific issues.
(4) The present General Terms and Conditions in the version which is current at the time shall also apply as the framework for future contracts, without ALLMATIC having to incorporate them again by reference on a case-by-case basis.
§ 2 Offers and conclusion of contract
(1) All offers presented or submitted by ALLMATIC are subject to confirmation and are non-binding, unless they are expressly indicated as binding. ALLMATIC’s offers (even non-binding offers) remain binding for a period of four weeks from the date the offer was issued.
(2) To the extent that products are acquired through the online shop, www.allmatic.de, the following provisions apply:
a) By clicking on the button ‘Add to basket’, the Customer can place the goods concerned in the virtual basket. This process is non-binding and does not yet amount to a contractual offer.
b) Prior to an order, the Customer must register with their name, company, address, telephone number, email address and password, as well as with a VAT ID (if the Customer is located in an EU Member State). To this end, the Customer must open a customer account.
c) Before an order is placed, the content of the order, including the Customer’s particulars and the payment, are summarised on an overview page. There, there Customer can correct all details of the order via the indicated editable fields. By clicking the ‘Place binding order’ button, the Customer submits a binding offer to conclude a contract. After the order is placed, ALLMATIC will send the Customer an automatically generated email to confirm receipt of the order by ALLMATIC reflecting the particulars of the order (confirmation of receipt). This confirmation of receipt does not amount to an acceptance of the contract. A contract is effectively concluded only when an order confirmation is sent out or when the goods are dispatched.
d) The Customer can save or print out these General Terms and Conditions at any time by pressing the ‘Save’ or the ‘Print’ button. ALLMATIC will store the text of the contract after it has been concluded. The Customer can access the content of the order at any time via their customer account; these General Terms and Conditions can be viewed by the Customer at any time at https://www.allmatic.de/agb/. ALLMATIC will also make the contract terms, including these General Terms and Conditions, available to the Customer in text form after the order is placed and at the latest upon delivery of the goods.
(3) Orders are subject to a minimum order value of EUR 20.00.
(4) Information provided by the ALLMATIC on the nature and purpose of the goods (e.g. dimensions, usage, technical data) and illustrations thereof (e.g. drawings or figures) are merely approximative, unless the use for the contractually defined purpose requires that they correspond exactly. This information does not amount to guaranteed properties, but is a description or identification of the goods. Standard commercial deviations and deviations based on legal requirements or technical improvements are permitted, provided that they do not impair the usefulness of the goods or services to be delivered for the contractually defined purpose. Any other provisions apply if and to the extent that ALLMATIC assumes an express guarantee.
(5) When purchasing vices (not included in accessories and spare parts), the Customer will receive an operating manual in printed format; for newer products, the manual will be in digital format.
(6) Information and explanations regarding products and services by ALLMATIC and its staff are provided exclusively based on previous experience. They do not amount to properties or guarantees in regard to the products.
(7) ALLMATIC will only be deemed to have assumed a guarantee only if it has designated a property and/or performance result in writing as ‘legally guaranteed’.
(8) ALLMATIC shall be only obliged to supply the ordered products as goods suitable for marketing and approval in the Federal Republic of Germany, insofar as ALLMATIC has not concluded an express agreement to the contrary.
(9) The contract languages shall be German and English. In the event of deviations between the German and English version of the offers and/or these General Terms and Conditions, the German version shall take precedence.
§ 3 Confidential documents / business secrets
3.1 Definitions
(1) ‘Confidential information’ for the purposes of Section 4 means all information in oral, written or electronic form that is made available in the course of the mutual cooperation as well as all information marked ‘confidential’. This includes in particular presentations, the business concept and business model, internal transactions, business ideas, business and planning details, evident business secrets and insights and results gained from them and know-how that is exchanged. The following information, in particular, shall be deemed to be ‘confidential information’:
• commercial and technical know-how as part of quotes and orders,
• information and documents on research projects, developed products and individual customer projects, in particular
– design plans, drawings, 3D models, descriptions, specifications, protocols, maps, animations
– samples, models, machinery plants, prototypes and type-specific devices (e.g. tools and measuring devices)
– as well as photos and video material
– software and related documents
– presentations
• contract information exchanged between the Parties,
• photos and video material from the production,
• demo versions provided.
(2) There shall be no entitlement to the return of information requiring confidentiality pursuant to Paras. (1) or (2).
(3) ‘Beneficiaries/entitled/authorised persons’ mean the Customer, the Customer’s organisation and personnel. Authorised persons also include advisors of the Customer who are under a professional or contractual obligation of confidentiality.
(4) ‘Personnel’ mean employees of the Customer and workers without employee status, such as freelancers and temps.
(5) ‘Disclosure’ means revealing business secrets to a third party.
3.2 Duties of the Customer
(1) The Customer undertakes to keep secret all confidential information of which they become directly or indirectly aware and not to transmit this information or make it accessible in any other way to third parties who are not authorised persons without the prior written consent of ALLMATIC.
(2) Confidential information will be transmitted only to authorised persons who are required to obtain such information by virtue of their work to achieve the purpose of this agreement. In all other respects, confidential information must be stored separately. The Customer undertakes to adopt suitable measures to protect confidential information.
(3) The Customer shall not make any copies or other reproductions of the information handed over by ALLMATIC, unless ALLMATIC consents to such reproduction in advance.
(4) If the Customer is authorised by virtue of this Agreement or the principal agreement between the Parties to disclose information to third parties, the Customer undertakes to inform these third parties about the scope and content of this Agreement and the provisions of this Agreement. The confidentiality obligation shall also be binding on the legal successors of the Parties. This obligation shall also apply to all parties in the Customer’s sphere of influence, in particular the Customer’s personnel.
(5) The Customer undertakes to use all information of which the Customer becomes aware only within the scope of the intended use of the product and not to use the information for their own commercial purposes or for their own customers.
(6) Upon request of ALLMATIC, the Customer shall, at the discretion of ALLMATIC, either return, destroy or delete all documents and records that contain confidential information. ALLMATIC must be provided with suitable proof thereof.
(7) The Customer undertakes to promptly inform ALLMATIC if the Customer, its organisation, personnel or advisors become aware that confidential information has been disclosed in the form of a breach of this Agreement.
3.3 Exceptions
Clause 3.2 shall not apply if the relevant information pursuant to clause 3.1 was demonstrably
a) public knowledge, publicly accessible, general state of the art in technology or part of general technical knowledge at the time of disclosure;
b) individually known to the Customer at the time of disclosure. The Customer shall inform ALLMATIC in writing about such prior individual knowledge within four days of receiving the order confirmation, or in the absence of an order confirmation, within seven days of receiving the fulfilment confirmation in text form; otherwise, the present exemption shall not apply;
c) generally known at the time of disclosure without any contribution on the part of the Customer in breach of the confidentiality agreement;
d) disclosed in writing to the public by ALLMATIC after the time of disclosure;
e) must be disclosed by virtue of mandatory statutory provisions or administrative measures;
f) must be disclosed to persons who are under a statutory obligation of confidentiality to the extent that this disclosure is necessary for the proper conduct of business;
g) indispensable for the processing of the contract.
3.4 Property rights
(1) Notwithstanding the rights accorded to ALLMATIC under the Trade Secrets Act, ALLMATIC shall have all property rights, rights of use and exploitation rights regarding the confidential information. ALLMATIC reserves the exclusive right to register the proprietary rights; ALLMATIC shall have in particular the right to register the information or the derived object as a patent and/or sample and/or industrial design and/or trade mark. ALLMATIC does not acquire property or – with the exception of the usage for the aforementioned purpose – other rights of use in the confidential information (in particular in the know-how, the patents registered or issued based on it, copyright or other proprietary rights) by virtue of this Agreement or other implied conduct.
(2) The Customer shall refrain from exploiting or reproducing in any way (in particular by way of ‘reverse engineering’) the confidential information outside the agreed purpose for its own economic benefit or to have it exploited or reproduced by third parties and to register specifically industrial property rights – in particular trade marks, designs, patents or samples. If the information contains patentable inventions, ALLMATIC reserves all rights.
3.5 Contractual penalty
(1) For each case of culpable contravention against this duty of confidentiality by virtue of this Contract, the Customer is obliged to pay a contractual penalty, the amount of which shall be determined by ALLMATIC at its reasonable discretion pursuant to Section 315 BGB; the reasonableness of the contractual penalty can be reviewed by the competent court in the event of a dispute.
(2) Payment of the contractual penalty shall not preclude the assertion of a claim to cease and desist, any further claim to damages or the assertion of other rights.
(3) The Customer shall be liable for its personnel.
3.6 Duration of the Agreement
This Agreement shall enter into effect upon transmission of the order confirmation, or in the absence of such confirmation, at the latest upon shipment of the goods and ends four years after the final shipment of the goods to the Customer. The duty of confidentiality remains unaffected by the termination of this Agreement. Any termination subject to a notice period of this Agreement is excluded.
§ 4 Pricing and payment
(1) The prices posted by ALLMATIC at the time of the contract is concluded shall apply; Prices are FCA (Unterthingau) in accordance with Incoterms 2020 plus statutory value added tax, transport/freight/shipping, packaging, any export and import fees, and other duties/fees/customs duties.
(2) The Customer bears the costs of shipping. An overview of the shipping options and costs are displayed online next to the product concerned or are indicated on the overview page before the order is placed. In all other respects, the shipping costs are indicated in the offers concerned. The prices include the costs of making the goods available and loading them onto the means of transport provided by the carrier designated by the Customer (at the agreed location) as well as the completion of any export formalities.
(3) The payment is generally made according to the value of the goods and country by prepayment or on open account terms.
(4) In the event of transfers from outside Germany, each Party shall bear its own charges.
(5) Unless otherwise agreed in writing, invoiced amounts are immediately due and payable within 30 days without deduction. The relevant date for the payment date or deadline is the date of receipt by ALLMATIC. If the Customer fails to make payment by the due date, the amount payable shall be subject to interest from the date of maturity at the rate of 9% p.a. without prejudice to ALLMATIC’s right to claim higher interest and further damage in the event of default. Moreover, ALLMATIC is entitled to a flat-rate default compensation of EUR 40.00.
(6) ALLMATIC is entitled to demand advance payment, especially from new customers. The amount is specified in the contractual agreement.
(7) ALLMATIC reserves the right to commence its own performance only after receipt of the advance payment or, if further claims against the Customer exist, after receipt of all outstanding payments. If there are further claims against the Customer, ALLMATIC also reserves the right to commence its own performance only after receipt of all outstanding payments. ALLMATIC reserves the right to withdraw from the contract if the Customer has not paid the advance payment by one day before the start of delivery despite a reminder. ALLMATIC is entitled to request a copy of the bank transfer from the Customer.
(8) In the event of defects, the Customer shall not be entitled to a right of retention of payment unless the delivery is obviously defective or the Customer is obviously entitled to refuse acceptance of the work. In such a case, the Customer is only entitled to withhold payment to the extent that the amount withheld is in reasonable proportion to the defects and the anticipated costs of performance (in particular, rectification of defects). The Customer is not entitled to assert claims and rights due to defects if they have not made due payments and insofar as the amount due (including any payments made) is in reasonable proportion to the value of the defective delivery relationships or work. Otherwise, the Customer is only authorized to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.
(9) When goods are returned without any fault on the part of ALLMATIC (e.g. in the case of a mistake in placing the order), this will be charged as a flat rate of 5% of the net order value, however, not less than EUR 25.00 per return. A credit note will be issued only by prior arrangement and if the goods are returned with postage paid, without packaging and in flawless condition.
(10) Any set-off against counterclaims by the Customer is permitted only if the counterclaims are uncontested or have been confirmed with final and binding legal effect.
(11) If the Customer is in default of payment for an amount of at least 10% of the outstanding total amount due, the following is deemed to have been agreed: All claims of ALLMATIC are immediately due for payment. ALLMATIC is entitled to make the further processing of all contracts with the Customer dependent on an advance payment or the provision of security, or to refuse further performance after setting a reasonable grace period. If it becomes apparent after the contract is concluded that ALLMATIC’s claim for the purchase price is in jeopardy due to insufficient financial capacity on the part of the Costumer, ALLMATIC may refuse performance in accordance with statutory provisions and to withdraw from the contract, after setting a deadline if necessary.
§ 5 Delivery and delivery term
(1) Delivery shall be made FCA (Unterthingau) in accordance with Incoterms 2020. The goods shall be deemed to have been delivered as soon as they have been loaded onto the means of transport of the contracted carrier at the agreed place and, if necessary, have been made ready for export.
(2) If ALLMATIC fails to meet an agreed delivery date, the Customer shall set a reasonable grace period, which must, unless inappropriate, not be less than two weeks.
(3) All delivery periods and/or delivery/performance dates specified or otherwise agreed by ALLMATIC at the time of ordering commence
a) if delivery has been agreed against advance payment, on the date of receipt of the full purchase price (including VAT and shipping costs); or
b) if payment by invoice has been agreed, upon the Customer’s receipt of ALLMATIC’s order confirmation or, in the absence of an order confirmation, within five calendar days of ALLMATIC receiving the order, but not before all details of the execution of the contract have been clarified and all other conditions to be fulfilled by the Customer have been met, in particular agreed advance payments or securities and necessary acts of cooperation (obtaining official approvals, providing documents concerning customs, financing, tax, etc.) have been provided in full. If the Customer requests changes after placing the order, the delivery and/or performance period begins with the confirmation of the change by ALLMATIC.
(4) ALLMATIC shall inform the Customer immediately of the availability and the planned handover date to the carrier. If the carrier does not collect or accept the goods on the agreed date, ALLMATIC shall store the goods at the Customer’s expense and risk.
(5) ALLMATIC is entitled to make partial deliveries if
• the partial delivery is useful for the Customer within the scope of the contractually intended purpose and is reasonable,
• delivery of the remaining goods is ensured and
• the Customer does not incur any significant additional work or costs (unless ALLMATIC agrees to bear such costs).
In this case, packaging and shipping costs are charged only once.
(6) ALLMATIC is merely obliged to discharge its obligations from its own inventory (inventory debt). However, ALLMATIC is entitled to divest these goods at any time if
a) a reference to the limited availability of the goods has been made in the online shop or in the offer and/or
b) the delivery is made against advance payment and the payment is not received by ALLMATIC within a period of 30 days after acceptance of the offer.
(7) ALLMATIC shall not be held liable if performance of the delivery is impossible of if delays occur to the extent that this is caused by
a) force majeure (e.g. civil unrest, acts of terrorism, strikes/lockouts, natural disasters, acts of war, difficulties in obtaining materials, local power outages, accidents, difficulties in obtaining any required official permits),
b) computer viruses and other attacks by third parties against the IT system of ALLMATIC take place, despite ALLMATIC having taken state-of-the-art protective measures, or
c) if obstacles have been caused by German, US or other applicable national, EU or international foreign trade law regulations or by other circumstances not attributable to ALLMATIC.
In the event of the unavailability of the ordered goods not attributable to ALLMATIC as a result of the aforementioned events in sentence 1, the Customer will be promptly informed that the goods are not available. If such events make it substantially impossible for ALLMATIC to deliver or perform and if the obstruction is not of a merely temporary nature, ALLMATIC is entitled to withdraw from the contract, provided that ALLMATIC has not assumed the procurement risk. In the case of obstacles of a passing nature, the delivery or performance dates can be extended or postponed for as long as the obstacle persists, including a reasonable lead time.
(8) If a delivery or performance date is agreed with binding force and if the agreed delivery or performance date is delayed by more than four weeks due to events defined in para. 7 sentence 1, or if the Customer cannot be objectively and reasonably expected to abide by the contract, the Customer shall be entitled to withdraw from the part of the contract that is not yet fulfilled. In the event of a withdrawal by the Customer and/or ALLMATIC, the performance already provided will be reimbursed without undue delay. The Customer shall have no further rights, in particular no rights to claim damages in this case.
(9) If ALLMATIC is in default of a delivery or performance or becomes unable to provide a delivery or performance for whatever reason, ALLMATIC’s liability for damages shall be limited pursuant to clause 10 of these General Terms and Conditions.
(10) If the Customer is in default of acceptance, fails to cooperate or if delivery is delayed for other reasons solely attributable to the Customer, ALLMATIC shall first caution the Customer and set a reasonable grace period. After expiry of the set period ALLMATIC is entitled to claim compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose, ALLMATIC will charge a flat-rate contractual penalty of 0.1% of the net sales price per calendar day (limited to a total of 5%), starting with the delivery period or – in the absence of a delivery period – with the notification of the readiness of the goods for shipping. The possibility of proof of higher damages as well as an assertion of other legal claims remain unaffected; the lump sum is to be set off against further monetary claims. The Customer remains entitled to provide proof that ALLMATIC has incurred no or substantially less damage than the aforementioned flat rate.
§ 6 Retention of title
(1) The items supplied (goods subject to retention of title) shall remain the property of ALLMATIC until all claims that arise from the business relationship with the Customer, including all future claims resulting from contracts concluded at a later stage, have been satisfied. This shall equally apply for any credit balance in favour of ALLMATIC if any or all of the claims of ALLMATIC have been included in a current account and the balance has been established.
(2) The Customer shall insure the goods subject to retention of title adequately, in particular against fire and theft. Any claims against the insurance company regarding the goods subject to retention of title are hereby assigned to ALLMATIC in the amount of the value of the goods subject to retention of title. ALLMATIC hereby accepts the assignment.
(3) If the value of all security interests provided to ALLMATIC exceeds the total amount of all secured claims by more than 10%, ALLMATIC will, at the Customer’s request, release a corresponding portion of the security interests. It shall be presumed that the conditions of the above sentence are met if the estimated value of the securities provided to ALLMATIC has reached or exceeds 150% of the value of the secured claims. ALLMATIC has the right to choose between the different security interests to be released.
(4) For as long as the title is retained in the goods supplied, the Customer is not permitted to pledge or transfer property by way of security, and the Customer is only permitted to resell the goods supplied subject to retention of title in the ordinary course of business and only under the condition that the reseller receives payment from their Customer or that ownership will be transferred to the Customer only if the latter has fulfilled its payment obligations. The right to resell the goods subject to retention of title lapses if the Customer discontinues payment or is in default of payment towards ALLMATIC.
(5) If the Customer resells goods subject to retention of title, they herewith assign their future claims from the resale against their Customer, together with all secondary rights (including any balance claims) to ALLMATIC by way of security, without requiring any further, specific declaration. If the goods subject to retention of title are resold together with other items, and if no individual price has been agreed for the goods subject to retention of title, the Customer assigns to ALLMATIC that part of the total price that corresponds to the price charged by ALLMATIC for the goods subject to retention of title. The part of the receivable assigned to ALLMATIC must be satisfied as a matter of priority. The Customer may not enter into any agreement with their customers which in any way excludes or impairs ALLMATIC’s rights or nullifies the advance assignment of the receivable.
(6) The Customer is entitled, until further notice, to collect assigned receivables from resale. The Customer is obliged to promptly forward to ALLMATIC any payments received towards the assigned receivable up to the amount of the secured claim. In the event of a compelling reason, in particular, in the case of a payment default, cessation of payment, commencement of insolvency proceedings, protest of a bill of exchange, or justified grounds for the over-indebtedness or imminent insolvency of the Customer, ALLMATIC shall be entitled to revoke the Customer’s right to collect those receivables. Furthermore, after prior cautioning subject to a reasonable deadline, ALLMATIC shall be entitled to disclose the assignment by way of security, exploit the assigned receivables and require the Customer to disclose any assignments by way of security to their Customer. At ALLMATIC’s request, the Customer is obliged to provide ALLMATIC with all the information and documents necessary for the collection of the assigned receivables.
(7) If the Customer includes receivables from the resale of goods subject to retention of title in a current account relationship with their buyers, the Customer hereby assigns any final account balance in their favour to ALLMATIC in the amount corresponding to the aggregate sum of the receivable from the resale of ALLMATIC’s goods subject to retention of title included in the current account relationship.
(8) If the Customer has already assigned any claims from the resale of the goods supplied or to be supplied by ALLMATIC to any third parties, in particular due to recourse or non-recourse factoring, or if the Customer has entered into any other agreements under which ALLMATIC’s present or future security interests pursuant to the preceding provision might be impaired, the Customer shall notify ALLMATIC thereof without undue delay. In the case of non-recourse factoring, ALLMATIC is entitled to withdraw from the contract and demand the return of any products already delivered. The same applies in the case of recourse factoring if the Customer cannot freely dispose of the purchase price for the receivable under the contract with the factor.
(9) Processing/combination/intermixture
a) The Customer is allowed to process the goods subject to retention of title or to intermingle or combine those goods with other items. The processing shall be on behalf of ALLMATIC. The new item produced is deemed to be goods subject to retention of title. If the value of the goods subject to retention of title is less than the value of the goods not belonging to ALLMATIC and/or the processing, then ALLMATIC shall acquire co-ownership of the newly created goods at the ratio of the value (gross invoice value) of the items delivered which were processed to the value of the remaining processed goods and/or the processing at the time of processing. Insofar as ALLMATIC does not acquire ownership of the new goods under the above provision, ALLMATIC and the Customer agree that the Customer grants ALLMATIC co-ownership of the new goods at the ratio of the value (gross invoice value) of the goods delivered belonging to ALLMATIC to the value of the other processed goods at the time of processing. The preceding sentence shall apply subject to the necessary modifications in the case of inseparable intermixture or combination of the goods delivered with goods not belonging to ALLMATIC. The Customer shall store the newly created goods on ALLMATIC’s behalf with due commercial diligence.
b) The provision on the assignment of claims under the preceding paragraphs also applies to the newly created thing. The assignment shall be effective, however, only up to the amount corresponding to the amount invoiced by ALLMATIC for the processed, combined or intermingled goods subject to the retention of title.
c) If the Customer combines the goods subject to retention of title with immovable property or chattels, the Customer also assigns to ALLMATIC by way of security – without requiring any further specific declaration to this effect – the claim to which the Customer is entitled as remuneration for the combination together with all ancillary rights up to the amount of the ratio of the value of the combined goods subject to retention of title to the other combined goods on the date of the combination.
(10) The Customer shall inform ALLMATIC without undue delay of any pledges, seizures, the filing of a request for the commencement of insolvency proceedings or any other disposals or interventions of third parties. The Customer shall be liable for all costs incurred in connection with the reversal of such interventions, in particular due to the filing of third-party proceedings instituted to prevent the execution of a judgment (Drittwiderspruchsklage) to the extent that the costs cannot be recovered from the third party concerned. If a legitimate interest is demonstrably shown, the Customer shall provide ALLMATIC without undue delay with the information required to assert the Customer’s rights against the Customer and hand over the necessary documents.
(11) Where the Customer culpably breaches contractual obligations, in particular in the event of a payment default, ALLMATIC shall be entitled, after the fruitless expiry of a reasonable period set by ALLMATIC for the performance, to withdraw from the contract and take back the goods subject to retention of title; the statutory provisions regarding the dispensability of a remedial period remain unaffected. The Customer is obliged to return the goods subject to retention of title and must pay the necessary transport costs for the return. The recovery of the goods subject to retention of title and/or the exercise of the retention of title or the seizure of the goods subject to retention of title by ALLMATIC shall not amount to a withdrawal from the contract, unless ALLMATIC expressly declares it to be so. In the event of withdrawal from the contract, ALLMATIC is entitled to monetise the goods subject to retention of title. The proceeds from the monetisation of the goods, less the reasonable costs of monetisation, will be offset against those receivables that the customer owes ALLMATIC from the business relationship.
§ 7 Acceptance of contracted works
(1) If ALLMATIC has provided any contractually agreed works in full, ALLMATIC will make them available to the Customer on the agreed date for review and acceptance.
(2) Any detected, non-essential deviations from the contractually stipulated requirements do not entitle the Customer to refuse acceptance. These non-essential deviations shall be recorded in the written acceptance as a declaration as defects and must then be eliminated by ALLMATIC without undue delay. Non-essential deviations are in particular errors, which have no or only an insignificant impact on the functionality or availability of the performance.
(3) Partial acceptance shall take place only if expressly agreed. Nevertheless, a declaration of overall acceptance to confirm the contract-compliant interaction of all individual parts remains necessary.
(4) If the Customer does not declare acceptance without undue delay after the completion or provision of the work, ALLMATIC may set the Customer in writing a period of two weeks to submit such declaration. Acceptance shall be deemed to have been declared if the Customer does not specify the reasons for a refusal of acceptance in writing within this period. As part of the notification of completion, ALLMATIC shall inform the Customer of the effect of the implied acceptance upon expiry of the deadline. In all other cases, the work shall be deemed to have been accepted if the work is handed over to the Customer and the Customer makes use of the work without raising an objection.
§ 8 Shipment, transfer of risk, storage
(1) Unless expressly agreed otherwise, ALLMATIC shall organize, in consultation with the Customer, the handover of the goods to the carrier designated by the Customer at the agreed location.
(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the Customer upon handover to the forwarding agent, the carrier, or any other person or institution designated to carry out the shipment.
(3) If the handover of the goods by the carrier is delayed as a result of circumstances for which the customer or the carrier is responsible, the risk shall pass to the Customer on the day on which the item to be delivered is ready for shipping, provided ALLMATIC has notified the Customer accordingly. Storage costs and other expenses shall be borne by the Customer.
(4) ALLMATIC may charge a reasonable fixed storage fee for storing goods. This shall not affect the Customer’s right to prove that the damage incurred was greater or that the storage costs incurred were lower.
(5) Upon commencement of storage, all risks associated with storage, in particular the risk of accidental loss and accidental deterioration of the goods, shall pass to the Customer.
§ 9 Liability for defects
(1) Unless otherwise agreed herein, the statutory provisions shall generally apply in the event of a material defect in the purchased item.
(2) The Customer shall carefully inspect the goods promptly after delivery. The delivered goods shall be deemed approved by the Customer if notice of a defect is not made (i) within five working days after the delivery for obvious defects or (ii) without undue delay after discovery of defects which are not obvious. Hidden defects must be reported to ALLMATIC at the latest within the warranty limitation period pursuant to Section 11. If the Customer does not report any defects in a timely manner, any claims by the Customer for a breach of obligation due to a material defect shall not be accepted. This does not apply in the event of intentional, grossly negligent or fraudulent action on the part of ALLMATIC, in the event of injury to life, limb or health or the assumption of a guarantee of freedom from defects, or a procurement guarantee pursuant to Section 276 BGB or other peremptory statutory liability norm.
(3) When a genuine defect is reported in a timely manner, ALLMATIC may, according to its preference, either remedy the defect or deliver another product free of defects; ALLMATIC must notify the Customer in text form (including by fax or email) of its chosen course of action within three working days after receiving the Customer’s notification of the defect.
(4) ALLMATIC assumes no warranty pursuant to Sections 478, 479 BGB (recourse in the supply chain – recourse against supplier) if the Customer has modified or processed the products delivered by ALLMATIC to be used in accordance with the contract or has otherwise changed them, to the extent that this is not consistent with the contractually agreed, intended purpose of the products.
(5) ALLMATIC shall pay the expenses necessary for the inspection and cure, in particular transport, travel, labour and material costs (but not removal and installation costs), if the goods are in fact defective. In all other instances, ALLMATIC may demand reimbursement of the cost resulting from the Customer’s unjustified demand for a cure (in particular, inspection and transport costs), unless the Customer was not able to recognise that no defect was present. In all other cases, any claim by the Customer arising from expenses necessary for the purpose of curing a defect, in particular transport, travel, labour and material costs, is excluded if the expenses increase because the goods supplied by us are subsequently transported to a location other than the Customer’s premises, except if such transport is consistent with the intended purpose of the goods.
(8) In addition, the specific provisions of Section 10 of these General Terms and Conditions shall apply to the Customer’s claims for damages.
§ 10 Liability
10.1 General
(1) The following disclaimers and limitations apply to ALLMATIC’s liability for damages, without prejudice to any other statutory eligibility requirements.
(2) ALLMATIC shall be liable for damages without limitation, insofar as
a) they are caused by gross negligence or intentional actions,
b) ALLMATIC has provided a guarantee as to the quality of the goods,
c) the damage is to be reimbursed in accordance with the Product Liability Act,
d) the damage consists of an injury to life, body or health, or
e) the damage is based on a culpable breach of essential contractual obligations.
(3) Liability for simple and gross negligence as well as for a breach of essential contractual obligations is also limited to the foreseeable damage typically associated with the contract that the Customer would have expected to incur at the time the contract was concluded based on the circumstances known to them at that time and unless another of the exceptions listed in para. 2 (b) to (e) applied at the same time.
(4) Otherwise, any liability to compensate damage of any nature, regardless of the basis of the claim, including liability for negligence when the contract was concluded, is excluded.
(5) The strict liability of ALLMATIC pursuant to the first alternative of Section 536a(1) BGB for defects already existing at the time the contract was concluded is excluded. ALLMATIC shall not be liable for any lack of economic success on the part of the Customer.
(6) The above exclusions and limitations also apply to ALLMATIC’s personnel, vicarious agents and other third parties whom ALLMATIC uses to fulfil the terms of contract.
(7) The preceding provisions apply to all claims for damages (in particular to damages in addition to performance and damages in lieu of performance), regardless of the legal ground, in particular due to defects, breaches of obligations under the contract or liability in tort. They also apply to a claim for compensation of frustrated expenses.
a) The limitation period for claims for damages, regardless of the legal ground, is one year, but only insofar as the claims are not related to a defect. The limitation period does not apply to claims for damages based on intent or a grossly negligent breach of duty or on a culpable breach of essential contractual obligations – which does not amount to the delivery of a defective item or a defective work performance – as well as in the case of a culpably caused injury to life, body or health or in the case of claims under the Product Liability Act. The limitation periods for claims for damages also apply to the reimbursement of frustrated expenses.
(8) None of the above provisions give rise to any change in the burden of proof to the detriment of the Customer.
10.2 Liability for default
If the Customer suffers damages due to a delay attributable to ALLMATIC, the Customer shall be entitled to claim compensation for the delay (including reimbursement of frustrated expenses) to the exclusion of further claims. This amounts to 0.5% of the net remuneration for the goods and/or performance in arrears as a whole for each commenced week of delay, limited to 5% of the net remuneration for the total delivery and/or performance that is not delivered and/or provided by ALLMATIC in time or not in accordance with the contract as a result of the delay. Any further compensation for damages as a result of a delay is excluded. This does not apply in the event of intentional, grossly negligent or fraudulent action on the part of ALLMATIC, in the event of claims based on an injury to life, limb or health, in the event of an agreed fixed delivery date in the legal sense and the assumption of a performance guarantee or a procurement guarantee pursuant to Section 276 BGB and in the case of a legally binding liability.
10.3 Liability for impossibility of performance
In cases of intent or gross negligence on the part of ALLMATIC or on the part of a representative or vicarious agent, as well as in the event of a culpable injury to life, body or health, ALLMATIC shall be liable in accordance with the relevant statutory provisions. In cases of gross negligence, however, ALLMATIC’s liability is limited to the foreseeable damage typically associated with the contract, unless another of the exceptions listed in sentence 1 applied at the same time. Except in the cases of sentence 1 and sentence 2, ALLMATIC’s liability for impossibility of performance is limited to compensation and reimbursement of frustrated expenses up to a total of 10% of the value of the performance rendered impossible. Further claims by the Customer based on the impossibility of performance, including after expiry of a grace period granted to ALLMATIC for the performance, are excluded. The Customer remains entitled to withdraw from the contract. None of the above provisions give rise to any change in the burden of proof to the detriment of the Customer.
§ 11 Reduction of limitation periods
(1) The limitation period for claims and rights based on a defective performance, regardless of the legal ground, shall be one year for goods of the “AllLite” brand as well as for all electronic components. However, this does not apply in the cases covered by Section 438 (1) No. 1 BGB (defects of title in immovable property), Section 479 (1) BGB (the enterprise’s right of recourse) or Section 634a (1) No. 2 BGB (buildings or works whose result consists in the provision of planning or monitoring services for this purpose). The exceptions stipulated in sentence 2 above are subject to a limitation period of three years.
(2) The limitation periods according to para. (1) also applies to all claims for damages against ALLMATIC that are related to the defect – regardless of the legal ground for the claim.
(3) However, the limitation period pursuant to paras (1) and (2) shall apply with the following proviso:
b) The limitation periods generally do not apply in the event of intent or fraudulent concealment of a defect or insofar as ALLMATIC has assumed a guarantee for the quality of the item which is the subject of the contract.
c) The limitation periods do not apply to claims for damages based on intent or a grossly negligent breach of duty or on a culpable breach of essential contractual obligations – which does not amount to the delivery of a defective item or a defective work performance – as well as in the case of a culpably caused injury to life, body or health or in the case of claims under the Product Liability Act. The limitation periods for claims for damages also apply to the reimbursement of frustrated expenses.
(4) The limitation period shall commence upon acceptance for all claims under a contract for work and services, and upon delivery in the case of a purchase.
(5) Unless expressly otherwise agreed, the statutory provisions regarding the commencement of a period of limitations, the suspension of a period of limitations, and the suspension and restarting of time limits remain unaffected.
(6) The above provisions shall apply with the necessary modifications to claims for damages that are not related to a defect; sentence 1 of para. (1) shall apply to the limitation period.
(7) None of the above provisions give rise to any change in the burden of proof to the detriment of the Customer.
§ 12 Place of performance, applicable law and place of jurisdiction
(1) These terms and conditions and the entire legal relationship between ALLMATIC and its customers is governed by the law of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods (CSIG). If the application of foreign law is mandatory in individual cases, these General Terms and Conditions are to be interpreted in such a way that the economic purpose pursued by them is preserved as far as possible.
(2) If commercial terms according to the International Commercial Terms (INCOTERMS) have been agreed, INCOTERMS 2020 apply.
(3) The place of performance for all contractual obligations, with the exception of an agreed obligation to deliver at the Customer’s location or another agreement, shall be the registered office of ALLMATIC.
(4) If the Customer is a merchant, a legal entity under public law or a special public fund or has no general legal domicile in the Federal Republic of Germany, the place of jurisdiction for all disputes arising from the business relationship shall be the registered office of ALLMATIC. However, ALLMATIC is also prepared to sue the Customer in the latter’s legal domicile.
(5) For the sake of clarity, the jurisdictional provisions of paras. (2) and (3) above also apply to matters between ALLMATIC and the Customer that may lead to non-contractual claims within the meaning of Regulation (EC) No 864/2007. Mandatory statutory provisions on exclusive jurisdiction remain unaffected by this provision.
§ 13 Changes to the Terms and Conditions
Unless otherwise specified, ALLMATIC is entitled to unilaterally change these Terms and Conditions if this is necessary to adapt to changes in legal or technical conditions. ALLMATIC shall notify the Customer of the amendments or additions in writing at least six weeks before they take effect. If the Customer does not agree with the amendments or additions to the contractual terms and conditions, they may object to the amendments with a notice period of two weeks before the intended effective date of the amendments or additions. The objection must be made in writing. If the Customer does not object, the changes or additions to the contractual terms and conditions shall be deemed to have been approved by the Customer. ALLMATIC shall specifically inform the Customer of the intended significance of his behavior when notifying him of the changes or additions to the contractual terms and conditions.
Date: 23.01.2026