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Terms and Conditions

General Terms and Conditions

General Terms and Conditions of Alltech Dosieranlagen GmbH for Delivery of Products and/or Services by Alltech

I. Scope of Application

1. The following General Terms and Conditions (henceforth: TCs) apply to contracts between Alltech Dosieranlagen GmbH, henceforth: Alltech, and business partners, legal persons of public law and trusts of public law (öffentlich-rechtliche Sondervermögen), henceforth: Client. The TCs also apply to future transactions of the parties in case that the TCs have not again been expressly agreed upon.

2. Conflicting term and conditions by Client do not apply, even if Alltech has not expressly objected against Client’s terms and conditions.

II. Description of Product

1. Constructions, plans and calculations provided for by Alltech are based on Client‘s information about the intended purpose of the product, the hardware and software in which the product will be integrated and the materials to be used. If necessary, Alltech will request these informations from Client.

2. The descriptions of products and the information in the underlying documents (such as e.g. estimations of costs, illustrations, drawings and information about costs and time of installation, weights, measures and output data) do not create any obligations, unless they are expressly described as binding – subject to changes and errors.

3. Client must check the documentations and data provided for him by Alltech as to whether there are doubts in respect to achieving the purpose of the contract. Client must communicate the result of this check to Alltech by email or any other comparable means of written communication.

4. Drawings, illustrations, drafts and calculations provided for by Alltech are protected by copyright. These documents must not be duplicated nor made available to third parties. Client is obliged to return any such documents received from Alltech, if a contract is not concluded.

III. Conclusion of Contract

1. Client makes a binding offer for concluding a contract with his order. The order must be communicated by email or any other comparable means of written communication. Alltech is free to accept the offer within two weeks. The acceptance will be declared by email or any other comparable means of written communication or implicitly by sending the product to Client.

2. Oral agreements are only binding if confirmed in writing by Alltech.

IV. Prices and Mode of Payment

1. Prices are indicated in EURO or in the currence agreed upon (e.g. Swiss francs) and without V.A.T., delivery ex works Weingarten. In addition, the rate of V.A.T., as applicable at the time of payment, costs for packaging, shipment and insurance, if agreed upon, must be paid. If shipment is agreed upon, Alltech is free to choose the packaging, the mode of shipment as well as the carrier.  

2. In case of a first order by a new Client, Alltech will only deliver the product on advance payment by Client. In all other cases, Alltech will deliver the product only after receiving 2/3 down payment of the net value of the order, if the net value exceeds € 10.000. Below that value Alltech will deliver on open account.

3. If payment is effectuated within 14 days following the date of the invoice, Alltech grants 2% discount. This does not apply for services.

4. If Client defaults with a due payment or part of payment longer than two weeks or if circumstances arise that raise doubts about the solvency of Client (e.g. the starting of enforcement measures or the application for opening or the opening of insolvency proceedings), all claims by Alltech against Client from all contracts are immediately due for payment. In addition, Alltech is entitled to withhold its own performance.

5. Alltech is entitled to forward increasing costs of raw materials and personnel to Client and to increase the total price initially agreed upon, if Client wants Alltech to deliver products or performances later than four months after the conclusion of the contract.

V. Mode and Time of Performance, Passing of Risk

1. Any time limits for performance are non-binding, unless they are expressly described as binding in Alltech’s offer or otherwise individually and expressly agreed upon.

2. Alltech is entitled to partial delivery.

3. Delivery of the goods is subject to applicable export law. Any delay that is caused by clearance for export and/or by an application procedure for receiving the necessary export licences with the Federal Office of Economics and Export Control (BAFA) or any other authority will not be part of the time running for time limits. Alltech is not responsible for any such delay.

4. If it is temporarily or permanently not possible to deliver the product without Alltech’s fault, Alltech will inform Client immediately about the delay and the reason for this delay and the prospective date of delivery. If binding time limits for delivery were agreed upon, these time limits are prolonged accordingly. If it is impossible to deliver the product within six weeks after notification of the delay, both parties are entitled to rescind the contract by written declaration to the other party. In that case, any performance and/or consideration already effectuated and/or paid must be restituted immediately.

Expenses already made by Alltech in performance of the contract will be set-off.

5. The risk of loss or deterioration of the product passes to Client at the moment that Alltech provides the product for Client to pick up or, if shipment of the product was agreed, at the moment in which the product is picked up by the carrier.

6. If Client so wishes and on his costs Alltech will insure the product against break, fire, water and damages from shipment.

7. If it is agreed that Client picks up the product and if Client defaults in doing so, Alltech is entitled to claim the costs of storage, at least 0.5% of the net value of the product each month, unless Client proves that Alltech has no or considerably lower damages.

VI. Remedies in case of non-performance

1. Products delivered by Alltech are designed, constructed and fabricated according to Client’s specifications at the time of the conclusion of the contract and exclusively suitable for use under these specifications, in particular the specified dosing media or comparable materials and the specified hardware and software into which the product is to be integrated.

2. Client has to inform Alltech comprehensively about the properties and characteristics of the solid, granular and/or powdery, gaseous or liquid substances to be used in the products and plants.

3. If Client does not provide Alltech with sufficient specifications, in particular not with a specific dosing medium to be used, Alltech will request Client to provide the necessary information. If Client does still not provide sufficient information, Alltech will determine, supplementary to the specifications agreed upon, the missing specifications, in particular at least one specific dosing medium the product is suitable for. Only for specifications agreed upon or determined as described in this paragraph Alltech assumes responsibility.

4. If Client asks Alltech to communicate performance data and if Alltech communicates such performance data, these data result from careful test series and experiences made by Alltech. However, these data must not be transferred exactly to the delivered product because the chemical and physical characteristics of the substances used and the conditions for operating the product are hardly ever exactly identical. Therefore, data about performance, fineness, permanent operation and comparable data are non-binding, unless such data are expressly laid down as binding in the sales contract under specified conditions for acceptance and exactly specified substances.

5. Altech does not assume responsibility for the suitability of the specifications provided by Client for achieving the purpose pursued by Client. Agreements intending to alter this provision need to be confirmed expressly by writing.

VII. Obligation to notify defects; Inspection of Defects; Right to Cure; Liability

1. Client is obliged to examine the product, after receiving it, without delay in respect to completeness and defects. Apparent defects must be notified immediately, hidden defects immediately after Client has discovered them.

2. If Client notifies a defect, Alltech is entitled to inspect the product by Alltech’s personnel or by Alltech’s subcontractors on Client’s business premises. Client will grant access to the Alltech’s products, to Client’s plants and business premises. If the product ordered by Client is to be delivered on the premises of a third party, Client is obliged to agree with this third party a respective right of inspection and access for Alltech with this third party.

3. In case of defects Alltech will either remove the defect or deliver a new product without defect. Alltech may choose between these two options. This equally applies to services. Client’s claims arising from defects of the product are prescribed, i.e. will be time-barred, after one year. In the case of delivery of goods this period of time starts with delivery of the goods to Client, in the case of services with the termination of the services in the sense of section 614 German Civil Code. In the case of used products and/or plants, any liability is excluded.

4. Alltech assumes liability in the case of intent and gross negligence for all attributable damages. In the case of simple negligence, Alltech only assumes liability for breach of a fundamental duty and only for typical damages foreseeable at the time of the conclusion of the contract. Liability for all other damages caused by simple negligence, in particular indirect and/or remote damages and loss of profit, is excluded, unless there is a compulsory liability under statutory law. Liability for bodily harm or health of persons and liability according to the Product Liability Act (Produkthaftungsgesetz) remain outside the aforementioned exclusions.

5. Alltech does not assume any liability for damages arising from improper usage or usage not in conformity with the contract by Client, e.g. in the case that Client installs the product under violation of Alltech’s construction and operation rules.

VIII. Transfer of Ownership; Securing debts by Defendant vis-à-vis third Parties

1. Products delivered to Client by Alltech remain Alltech’s property until complete fulfillment of all obligations of Client arising out of or in connection with the business relations to Alltech (Eigentumsvorbehalt). A pledge or a transfer of property by Defendant to a third party in order to secure debts vis-à-vis this third party is not admissible. Client is obliged to notify Alltech without any delay and to send a copy of the seizure protocol (Pfändungsprotokoll), if a third party, in the course of enforcing debts against Client, takes possession of products still being Alltech’s property according to this provision.

2. The aforementioned provisions on the transfer of ownership and securing debts also apply to spare parts delivered by Alltech. Section 947 (2) German Civil Code does not apply.

3. Client is obliged to insure delivered goods still being Alltech’s property under the aforementioned provision against theft, fire, water and other damages. Claims against the insurer arising from damaging incidents will be, without the need of any further declaration, assigned to Alltech at the moment of the dispatch of the goods up to the net value of the goods. The insurance documents and documents showing payment of the insurance premium must be handed over to Alltech upon request.

4. In case of resale or processing of Alltech’s property by Client, Client assigns to Alltech, at the moment of the conclusion of the contract, all claims against Defendant’s buyer in order to secure Alltech’s claims against Client (Sicherungsabtretung). Client is entitled to receive payments by his buyer until Alltech revokes this entitlement. Alltech will only revoke this entitlement if Client defaults vis-à-vis Alltech or if insolvency proceedings against Client are opened. Upon request by Client, Alltech will release assigned claims insofar, as the value of the assigned claims exceeds the value of the secured claims by more than 20%. Alltech may freely choose which of the secured claims will be released. Any assignment or pledge of Client’s claims against Alltech requires consent in writing by Alltech.

5. Client is entitled to set-off and to withholding performance only in respect to Client’s uncontested claims or claims decided upon by Court with res-iudicata effect.

IX. Applicable Law; Forum; Invalidity of Clauses

1. Applicable law for all legal issues arising out of or in connection with the business relation between Alltech and Client is German law under exclusion of the Convention of International Sale of Goods (CISG).

2. Place of performance is Weingarten, Germany.

3. The courts at Alltech’s seat have jurisdiction for all disputes arising out of or in connection with the business relation between Alltech and Client.

4. Should one or more of the clauses of these TCs turn out to be invalid, the contract and the other clauses remain valid. In that case the parties will agree, with a view to statutory law, upon a clause or clauses that comes / come close to the legally invalid clause, as far as the economic effect is concerned. The same applies in the case that gaps and unregulated issues should become apparent.

General Terms and Conditions of Alltech Dosieranlagen GmbH for Purchase by Alltech

I. Scope of Application

1. The following General Terms and Conditions (henceforth: TCs) apply to purchases by Alltech Dosieranlagen GmbH, henceforth: Alltech, and business partners, henceforth: Supplier. After the first delivery on the basis of these TCs, the TCs also apply to future transactions of the parties even in case that the TCs have not again been expressly agreed upon.

2. Conflicting TCs by Supplier do not apply, even if Alltech has not expressly objected against Supplier’s TCs.

II. Negotiation and Conclusion of Contract

1. Supplier is obliged to treat any of Alltech’s orders confidentially. Drawings, calculations, plans or any other documents and information submitted to Supplier in connection with the order remain Alltech’s property. Alltech reserves any intellectual property rights or other rights in respect to such documents and information. Any such documents or information must not be used for other purposes than effectuating the promised delivery and must not be forwarded to third parties.

2. The contract is concluded when Supplier receives Alltech’s order. Supplier must nevertheless confirm the receipt of the order so that Alltech can control the execution of the contract. In case of deviations by Supplier in the confirmation must be expressly reasoned and only become part of the contract, if Alltech consents expressly and in writing. Any oral agreement, including those made in telephone calls, become effective only after Alltech’s consent in writing.

III. Delivery, Packaging

1. Time limits and dates for delivery that the parties agreed upon are binding and include Supplier’s obligation to having effectuated delivery at the place agreed upon within the time limit or until the date agreed upon. Partial delivery is not accepted, unless Alltech expressly requests so.

2. Alltech is entitled to reject acceptance of large deliveries that are sent prior to the time limit or date agreed upon. Alternatively, Alltech is entitled to store the delivered goods with third parties at the expense of Supplier.

3. Supplier bears the risk of transport. The risk passes on to Alltech after deposit of delivery from the transport vehicle at the respective place of delivery agreed upon. Transport insurance is covered by Alltech (SLVS Verzichtskunde).

4. Supplier will notify the dispatch of the ordered goods to Alltech by email to accounting.cred@alltech-dosieranlagen.de at the day of dispatch.

5. Notification of dispatch and invoice must include gross and net weight of the goods, the full order number, commission and day of order.

6. Supplier is obliged to take back outer package if Alltech requests so.

7. Ordered goods are to be packed separately by order number and class of goods.

8. In case of delivery to third parties with our shipping documents, Supplier’s firm and/or address must not appear.

IV. Price; Mode of Payment

1. Agreed prices are maximum prices. Reduction of prices between order and payment will be effective in favour of Alltech.

2. Invoices must be issued immediately after dispatch of goods including order number and article number. VAT must be expressly and separately accounted.

3. Payments on invoices are made on condition of correct performance and correct calculation of the invoice. In case of defects of the delivered good or performance, Alltech is entitled to withhold payment until Supplier effectuates the remedies arising from the defect for Alltech. Otherwise Alltech will pay with a reduction of 2 % within 14 days after receipt of the delivered goods or within 60 days without reduction.

4. Alltech is entitled to set-off and withholding her own performance also in respect to contested claims.

5. Assignment of claims against Alltech is only admissible after Alltech’s prior written consent.

V. Transfer of ownerhip

Ownership of the delivered goods is transferred at the moment in which the risk passes on to Alltech. Clauses in Supplier’s terms and conditions by which Supplier seeks to withhold ownership until full payment (EigentumsvorbehaltI) do not apply.  

VI. Remedies

1. Supplier indemnifies Alltech immediately upon request from all claims by third parties against Alltech alleging defects or violation of intellectual property rights.

2. In case of a defect Alltech is entitled to choose freely between all available remedies. Any cure of non-conforming performance by Supplier must be effectuated by Supplier at the place where the goods are located at the moment in which the defect becomes apparent.

3. The time limit for remedies is two years beginning with delivery or acceptance of the goods. This period of time is prolonged by the time during which the delivered goods or parts of the goods cannot be used due to defects. The prolongation time only stops when Alltech confirms in writing that the defect has been cured.

Applicable Law; Forum; Invalidity of Clauses

1. Applicable law for all legal issues arising out of or in connection with the business relation between Alltech and Client is German law under exclusion of the Convention of International Sale of Goods (CISG).

2. Place of performance is Weingarten, Germany.

3. The courts at Alltech’s seat have jurisdiction for all disputes arising out of or in connection with the business relation between Alltech and Supplier.

4. Should one or more of the clauses of these TCs turn out to be invalid, the contract and the other clauses remain valid. In that case the parties will agree, with a view to statutory law, upon a clause or clauses that comes / come close to the legally invalid clause, as far as the economic effect is concerned. The same applies in the case that gaps and unregulated issues should become apparent.

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