ALPHA GRAD GMBH GENERAL TERMS AND CONDITIONS OF PURCHASE
Business Suppliers Only
Version 1.0 - [Effective Date: 30.10.2026]
Alpha Grad GmbH
Am Handwerkerhof 13
51379 Leverkusen
Germany
1. Scope and Priority
1.1 These General Terms and Conditions of Purchase ("Purchasing Terms") apply to all purchases of goods by Alpha Grad GmbH ("Alpha Grad" or "Buyer") from business suppliers ("Supplier").
1.2 These Purchasing Terms apply exclusively.
1.3 Any general terms of sale, supply or other conditions of the Supplier which conflict with, supplement or deviate from these Purchasing Terms are expressly rejected unless Alpha Grad expressly accepts them in text form.
1.4 Acceptance of Alpha Grad's Purchase Order, confirmation of the order, commencement of performance, dispatch of goods or acceptance of payment constitutes acceptance of the Purchase Order and these Purchasing Terms, subject to applicable law.
1.5 Individually negotiated written terms expressly agreed for a particular order take precedence.
2. Purchase Orders and Order Confirmations
2.1 The Supplier shall verify each Purchase Order without undue delay.
2.2 The Supplier's Order Confirmation must accurately reproduce the manufacturer, part number, quantity, price, currency, delivery date, delivery term and other material requirements stated in Alpha Grad's Purchase Order.
2.3 Deviations are not binding unless expressly approved by Alpha Grad in text form.
2.4 Silence, payment, receipt of an invoice or receipt of goods does not constitute Alpha Grad's acceptance of Supplier terms which conflict with the Purchase Order or these Purchasing Terms.
3. Product Identity, Condition and Authenticity
3.1 Unless Alpha Grad expressly agrees otherwise, all goods shall be: (a) new; (b) unused; (c) genuine and authentic; (d) original products of the stated manufacturer; (e) factory sealed where normally supplied factory sealed; (f) unmodified; (g) free from counterfeit, cloned or unauthorised components; (h) free from altered or removed serial numbers, date codes or manufacturer labels; and (i) sourced through a lawful and traceable supply chain.
3.2 Goods shall not be refurbished, repaired, reconditioned, remanufactured, previously installed or used unless the Purchase Order expressly permits that condition.
3.3 The Supplier warrants the accuracy of statements concerning manufacturer, origin, product condition and authenticity.
4. No Substitution
4.1 The Supplier shall supply the exact manufacturer and manufacturer part number specified in the Purchase Order.
4.2 No alternative, successor, equivalent, substitute, superseding part, different revision, different manufacturer, changed technical specification or different condition may be supplied without Alpha Grad's prior express approval in text form.
4.3 Acceptance of an unauthorised substitute shall not waive Alpha Grad's rights unless Alpha Grad expressly confirms acceptance after being informed of the deviation.
5. Manufacturer Labels and Packaging
5.1 Original manufacturer labels, identification marks, serial numbers and date codes shall be intact, legible and unaltered.
5.2 Goods shall be packed in a manner appropriate for international commercial transport and protection against damage, moisture, electrostatic discharge and other relevant risks.
5.3 Where original manufacturer packaging is contractually required, replacement or generic packaging is not acceptable unless approved in advance.
6. Compliance and Documentation
6.1 The Supplier shall ensure that the goods and documentation comply with the specifications stated in the Purchase Order and all mandatory legal requirements applicable to the Supplier's performance.
6.2 Where applicable or requested, the Supplier shall provide genuine and accurate declarations of conformity, CE-related documentation, manufacturer datasheets, certificates of origin, test certificates, calibration certificates, RoHS and REACH information, safety information, export/customs information, manufacturer warranty documentation and other certificates expressly required by the Purchase Order.
6.3 The Supplier remains responsible for the authenticity, accuracy and completeness of documentation provided by it.
7. Traceability
7.1 The Supplier shall maintain sufficient records to identify the source of the supplied goods.
7.2 On reasonable request following an authenticity, safety, regulatory or quality concern, the Supplier shall provide reasonable evidence of lawful and traceable sourcing, subject to legitimate confidentiality interests.
7.3 Alpha Grad may request serial-number, date-code, manufacturer or upstream-source information where reasonably necessary.
7.4 Relevant traceability documentation shall be retained for at least ten years after delivery, or longer where required by applicable law.
8. Price
8.1 The price stated in the Purchase Order is firm unless Alpha Grad expressly agrees otherwise.
8.2 The price includes all costs necessary for proper contractual performance except taxes, freight, customs or other costs expressly identified separately in the Purchase Order.
8.3 Additional charges require Alpha Grad's prior approval.
9. Invoicing and Payment
9.1 Supplier invoices must state Alpha Grad's Purchase Order number and sufficient line-item information to permit reconciliation.
9.2 Payment does not constitute acceptance of the goods, acknowledgement of conformity or waiver of any claim.
9.3 Where Alpha Grad has made an advance payment and subsequently validly cancels an undelivered portion of the Purchase Order under these terms, the Supplier shall refund the corresponding advance payment without undue delay and, where the Purchase Order specifies a refund deadline, within that deadline.
10. Delivery Dates
10.1 Delivery dates stated in the Purchase Order or expressly confirmed by the Supplier are binding unless expressly described as estimated.
10.2 The Supplier shall notify Alpha Grad immediately when it becomes aware of any circumstance likely to cause delay and shall state the reason, the affected quantities, the expected new delivery date and proposed mitigation measures.
10.3 Early delivery and partial delivery require Alpha Grad's consent where they would materially affect Alpha Grad's operations or customer obligations.
11. Delay
11.1 Where the Supplier fails to meet a binding delivery date, Alpha Grad retains its statutory and contractual rights.
11.2 Without prejudice to further rights, Alpha Grad may set a reasonable additional period for delivery and, following unsuccessful expiry, cancel the affected portion and procure replacement goods elsewhere.
11.3 Where the Purchase Order expressly permits cancellation after a specified period of delay, that special provision applies.
11.4 The Supplier shall refund advance payments relating to cancelled undelivered goods within seven banking days after receipt of Alpha Grad's cancellation notice, unless a shorter period was individually agreed.
12. Transfer of Risk and Title
12.1 Risk transfers in accordance with the Incoterm stated in the Purchase Order.
12.2 Unless otherwise agreed, title to goods passes to Alpha Grad at the latest upon full payment and delivery.
12.3 Alpha Grad rejects expanded, extended or group-wide retention-of-title arrangements contained in Supplier terms unless expressly accepted.
13. Inspection and Notice
13.1 Alpha Grad will inspect deliveries within the scope reasonably feasible in the ordinary course of its business.
13.2 For purposes of Section 377 HGB, routine incoming inspection may be limited to identity, quantity, visible transportation damage, externally apparent packaging/label irregularities and obvious defects where appropriate to the nature of the product.
13.3 Hidden defects, authenticity concerns, internal defects and defects not reasonably discoverable during normal incoming inspection shall be notified without undue delay after discovery.
13.4 The Supplier shall not rely on a lack of immediate technical testing where comprehensive functional or authenticity testing would not reasonably form part of ordinary incoming inspection.
14. Warranty and Defects
14.1 The Supplier warrants that at the time risk passes, the goods comply with the agreed specifications, quality, quantity, manufacturer, part number, condition and legal requirements.
14.2 Unless a longer period is stated in the Purchase Order or mandatory law provides otherwise, defect claims shall be subject to the statutory limitation period.
14.3 Any manufacturer warranty stated in the Purchase Order or Supplier quotation is additional and does not replace the Supplier's contractual responsibility to Alpha Grad.
14.4 The Supplier remains Alpha Grad's contractual counterparty for defect claims and may not require Alpha Grad to pursue the manufacturer first.
15. Remedies and Costs
15.1 In the event of defective or non-conforming goods, Alpha Grad may exercise the rights available under applicable law, including supplementary performance.
15.2 Where legally applicable, the Supplier shall bear reasonable costs attributable to the defect or contractual non-conformity, including necessary inspection, transport, labour, material, removal and reinstallation costs.
15.3 In urgent cases where waiting for Supplier remedy would expose Alpha Grad or its customer to disproportionate risk or operational loss, Alpha Grad may take reasonable emergency mitigation measures and seek reimbursement to the extent permitted by law.
16. Counterfeit or Non-Genuine Goods
16.1 Supply of counterfeit or deliberately misrepresented goods constitutes a material contractual breach.
16.2 Where Alpha Grad has reasonable grounds to suspect counterfeit, altered or non-genuine goods, Alpha Grad may quarantine the goods and request reasonable evidence of authenticity and source.
16.3 Confirmed counterfeit or materially misrepresented goods may be rejected and returned at Supplier cost.
16.4 The Supplier shall cooperate reasonably with Alpha Grad, the manufacturer and competent authorities in investigating confirmed counterfeit or safety concerns.
17. Product Liability and Indemnification
17.1 The Supplier shall indemnify Alpha Grad, its managing directors, employees and agents against justified third-party claims to the extent those claims arise from a defect, breach, unlawful act or omission attributable to the Supplier or goods supplied by it.
17.2 Subject to applicable law, this includes claims arising from defective products; counterfeit or non-genuine products; incorrect or falsified certificates; false statements concerning manufacturer, condition or origin; violation of product-safety requirements; intellectual-property infringement attributable to the supplied goods; or other Supplier breaches causing third-party loss.
17.3 The indemnity shall extend to reasonable and necessary defence, expert, investigation and mitigation costs to the extent legally recoverable and attributable to the relevant Supplier breach.
17.4 Alpha Grad shall notify the Supplier within a reasonable period of material third-party claims and shall not unreasonably impair the Supplier's legitimate defence rights.
18. Product Recall and Corrective Action
18.1 The Supplier shall immediately notify Alpha Grad of any safety notice, manufacturer recall, field action, authenticity alert or material defect affecting goods supplied to Alpha Grad.
18.2 The Supplier shall provide sufficient information to identify affected batches, serial numbers or deliveries.
18.3 To the extent a recall or corrective action results from a defect or breach attributable to the Supplier or supplied product, the Supplier shall bear reasonable and necessary costs legally attributable to it, including appropriate inspection, sorting, return, replacement and transportation costs.
19. Intellectual Property
19.1 The Supplier warrants that the lawful resale and intended ordinary use of the supplied goods does not knowingly infringe third-party intellectual-property rights in the territory for which the Supplier has expressly agreed the goods are intended.
19.2 The Supplier shall reasonably assist Alpha Grad in defending third-party infringement claims attributable to the supplied goods.
20. Insurance
20.1 The Supplier shall maintain commercially appropriate business and product-liability insurance having regard to the nature of the goods and its business.
20.2 For high-value, safety-critical or otherwise high-risk purchases, Alpha Grad may require reasonable evidence of such insurance before placing or maintaining the order.
21. Supplier Changes
21.1 The Supplier shall notify Alpha Grad before delivery of any known material change affecting manufacturer, product revision, specification, manufacturing status, country of origin where contractually relevant, product discontinuation or certification status.
22. Export Control and Sanctions
22.1 The Supplier shall comply with export-control and sanctions laws applicable to its contractual performance.
22.2 The Supplier shall not knowingly provide Alpha Grad with false export-control classification, origin, licence or sanction-related information.
22.3 Where a licence or authorisation is required for the Supplier to export the goods to Alpha Grad, the Supplier shall identify this before accepting the Purchase Order.
23. Subcontracting and Procurement Source
23.1 The Supplier remains fully responsible for performance by subcontractors and upstream sources used by it.
23.2 Where Alpha Grad expressly requires supply from a particular authorised source or distribution channel, the Supplier shall comply with that requirement.
24. Confidentiality
Commercial, technical and customer-specific information identified as confidential or reasonably understood to be confidential shall not be disclosed to third parties except as required for performance or by law.
25. Bank Detail Changes
25.1 Changes to Supplier bank details shall not be effective solely on the basis of an unsolicited email notification.
25.2 Alpha Grad may require independent verification through an established Supplier contact before acting on changed payment instructions.
26. Termination for Serious Cause
Alpha Grad may terminate an unperformed order for serious cause where continuation is unreasonable, including material fraud, confirmed counterfeit supply, serious compliance violation, material breach not remedied within a reasonable period, or insolvency-related circumstances to the extent termination is legally permissible.
27. Advance-Payment Security
For high-value advance payments, Alpha Grad may require a bank guarantee, advance-payment guarantee, escrow arrangement, letter of credit or other agreed security as a condition of payment.
28. Governing Law and CISG
28.1 German law applies.
28.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
29. Jurisdiction
To the extent legally permissible, exclusive jurisdiction shall lie with the courts having jurisdiction for Alpha Grad's registered office in Leverkusen, Germany. Alpha Grad may also bring proceedings against the Supplier at another legally competent forum.
30. Order of Precedence
In the event of inconsistency: (a) individually negotiated written agreement; (b) Alpha Grad Purchase Order and expressly stated special conditions; (c) these Purchasing Terms; (d) Supplier documentation not expressly rejected solely to the extent it does not conflict with the foregoing.
Supplier general terms are not incorporated merely because they appear on a quotation, Order Confirmation, invoice, delivery note, website or other Supplier document.
31. Survival
Provisions concerning authenticity, warranty, product liability, indemnification, recall, confidentiality, intellectual property, traceability and record retention survive delivery, payment and completion to the extent required by their purpose.
32. Severability
If a provision is invalid or unenforceable, the remaining provisions remain unaffected and the applicable statutory rule shall apply in place of the invalid provision.