ALPHA GRAD GMBH GENERAL TERMS AND CONDITIONS OF SALE
Business Customers Only
Version 1.0 - [Effective Date: 30.10.2026]
Alpha Grad GmbH
Am Handwerkerhof 13
51379 Leverkusen
Germany
1. Scope and Business Customers
1.1 These General Terms and Conditions of Sale ("Sales Terms") apply to all quotations, sales, deliveries and other commercial transactions in which Alpha Grad GmbH ("Alpha Grad" or "Seller") supplies goods to a customer acting as an entrepreneur, legal entity under public law or special fund under public law.
1.2 Alpha Grad does not contract with consumers under these Sales Terms.
1.3 These Sales Terms apply exclusively. Any terms and conditions of the Customer which conflict with, supplement or deviate from these Sales Terms are rejected unless Alpha Grad expressly accepts them in text form.
1.4 Individual agreements expressly agreed between Alpha Grad and the Customer for a particular transaction take precedence over these Sales Terms.
2. Quotations and Formation of Contract
2.1 Unless expressly identified as binding, quotations issued by Alpha Grad constitute invitations to place an order and do not themselves constitute a binding obligation to supply.
2.2 A Customer order constitutes a binding offer by the Customer.
2.3 A contract is concluded only when Alpha Grad: (a) issues a written or electronic Order Confirmation expressly accepting the order; or (b) dispatches the goods, whichever occurs first.
2.4 Receipt of an advance payment by Alpha Grad does not by itself constitute acceptance of an order. If Alpha Grad declines an order after receiving payment, the corresponding amount shall be refunded without undue delay.
2.5 Quotations are valid only until the expiry date stated in the quotation and remain subject to prior sale, availability and supplier/manufacturer confirmation unless expressly stated otherwise.
3. Product Information and Specifications
3.1 The contractual product is determined primarily by the manufacturer, exact manufacturer part number and quantity stated in Alpha Grad's Order Confirmation.
3.2 Product descriptions, dimensions, weights, photographs, illustrations, technical information, customs tariff classifications, country-of-origin information and manufacturer data are provided on the basis of information available to Alpha Grad.
3.3 Unless expressly confirmed by Alpha Grad as a contractual guarantee, such information does not constitute a guarantee within the meaning of German law.
3.4 Manufacturer specifications and technical revisions may change. Alpha Grad shall not substitute a materially different product without the Customer's approval where the exact manufacturer part number has been contractually agreed.
3.5 The Customer is responsible for verifying that the ordered product is suitable for its intended system, application, installation and operating conditions unless Alpha Grad has expressly undertaken a written engineering or suitability obligation.
4. Product Condition
4.1 Unless expressly stated otherwise in Alpha Grad's quotation or Order Confirmation, goods are supplied as new and unused.
4.2 If goods are offered as obsolete, discontinued, surplus stock, new-old-stock, refurbished, repaired or used, their condition shall be expressly identified in the quotation or Order Confirmation.
4.3 The Customer may not rely on assumptions concerning manufacturing date, date code, remaining manufacturer shelf life or manufacturer support unless such requirements have been expressly agreed before contract formation.
5. Prices, Taxes and Charges
5.1 Prices are stated in the currency shown in Alpha Grad's quotation and are exclusive of VAT unless expressly stated otherwise.
5.2 Taxes, customs duties, import charges, bank charges, certification costs, special inspection costs, export documentation expenses and transportation costs are payable by the Customer where the agreed Incoterm or quotation assigns such costs to the Customer.
5.3 Prices apply only to the quantities stated in the quotation.
6. Payment
6.1 Payment terms are those stated in Alpha Grad's quotation or Order Confirmation.
6.2 Where advance payment is agreed, Alpha Grad is not required to order the goods from its supplier or commence performance before cleared funds have been received.
6.3 The Customer shall ensure that Alpha Grad receives the complete invoice amount without deduction for bank or intermediary-bank charges unless otherwise agreed.
6.4 In the event of payment default, Alpha Grad may claim statutory default interest and any additional rights available under applicable law.
6.5 Alpha Grad may suspend further deliveries if the Customer is overdue with payment or if, after contract formation, circumstances become known which reasonably call the Customer's creditworthiness into question, unless adequate security is provided.
7. Delivery Dates and Lead Times
7.1 Lead times and delivery dates are estimates unless expressly identified in the Order Confirmation as "binding" or "fixed".
7.2 A quoted lead time begins only after: (a) contract formation; (b) receipt of all information required from the Customer; (c) receipt of any agreed advance payment; and (d) where applicable, receipt of the relevant supplier/manufacturer order confirmation.
7.3 Alpha Grad may rely on timely and correct self-supply by its own supplier where Alpha Grad has concluded a corresponding procurement transaction in good faith.
7.4 If Alpha Grad is not supplied, is supplied late, or the relevant goods become unavailable for reasons beyond Alpha Grad's reasonable control, Alpha Grad shall inform the Customer without undue delay.
7.5 Where performance remains unavailable within a reasonable revised period, Alpha Grad may withdraw from the affected portion of the contract. Any advance payment allocable to undelivered goods shall be refunded without undue delay.
7.6 The preceding provision does not apply where Alpha Grad caused the non-availability intentionally or by gross negligence.
7.7 Reasonable partial deliveries are permitted unless a partial delivery would be commercially unreasonable for the Customer.
8. Force Majeure and Supply-Chain Events
8.1 Alpha Grad shall not be responsible for delay caused by events outside its reasonable control, including natural disasters, war, terrorism, civil disturbance, governmental restrictions, sanctions, embargoes, export/import restrictions, epidemics, strikes, transport disruption, cyber incidents affecting critical infrastructure, fire, shortage of raw materials or components, or substantial interruption of manufacturer or supplier operations.
8.2 Alpha Grad shall notify the Customer of a material event and its expected effect on performance where reasonably possible.
8.3 If such event continues for an unreasonable period and materially prevents performance, either party may terminate the affected unperformed portion of the contract, subject to payment for goods already supplied or irrevocably procured where the Customer has agreed to a special-order/NCNR arrangement.
9. Special-Order and NCNR Goods
9.1 Goods expressly identified in the quotation or Order Confirmation as "NCNR", "Non-Cancellable/Non-Returnable", "Special Order", "Made to Order", "Procured Against Customer Order", obsolete, discontinued or specially sourced may not be cancelled or returned by the Customer for convenience after Alpha Grad has placed a binding procurement order or otherwise incurred an irreversible commitment.
9.2 The NCNR designation does not exclude rights arising from proven defects, incorrect delivery, fraud, or other rights which cannot lawfully be excluded.
9.3 If Alpha Grad is unable to obtain the goods under a valid self-supply reservation and terminates the affected order, the Customer shall be refunded amounts received for goods not delivered.
10. Delivery, Risk and Incoterms
10.1 The applicable Incoterm and named place are stated in Alpha Grad's quotation or Order Confirmation.
10.2 Incoterms references shall be interpreted in accordance with Incoterms 2020 unless another edition is expressly stated.
10.3 Risk passes in accordance with the agreed Incoterm.
10.4 The Customer is responsible for import clearance, import licences, duties and local compliance obligations where allocated to it by the applicable Incoterm or law.
11. Inspection and Notice of Defects
11.1 Where Section 377 HGB applies, the Customer shall inspect the goods without undue delay following delivery insofar as this is feasible in the ordinary course of business.
11.2 Obvious shortages, incorrect items, transport damage and externally identifiable defects must be notified to Alpha Grad without undue delay.
11.3 Hidden defects must be notified without undue delay after discovery.
11.4 A notice shall identify the relevant invoice/order, manufacturer, part number, quantity affected, alleged defect and, where reasonably available, photographs, serial numbers or other evidence.
12. Defect Remedies
12.1 In the event of a justified defect claim, Alpha Grad shall initially be entitled, at its option and subject to applicable law, to remedy the defect or supply replacement goods.
12.2 The Customer shall give Alpha Grad a reasonable opportunity to inspect the goods and perform supplementary performance.
12.3 If supplementary performance fails, is impossible, is refused or cannot reasonably be expected, the Customer retains the further rights provided by applicable law, subject to the limitations contained in these Sales Terms.
12.4 No defect exists merely because manufacturer support, firmware, packaging design or product appearance has changed after manufacture where the contractual specifications remain satisfied.
13. Limitation Period for Defects
13.1 Unless a longer period is expressly stated in the quotation or Order Confirmation, the limitation period for contractual defect claims in B2B transactions is twelve months from delivery.
13.2 This limitation does not apply where mandatory law provides otherwise, including in cases of fraudulent concealment, an expressly assumed guarantee, intentional or grossly negligent conduct, injury to life, body or health, mandatory product-liability provisions or mandatory statutory supplier-recours provisions.
14. Manufacturer Warranty
14.1 A manufacturer's warranty, where available, is separate from Alpha Grad's statutory obligations.
14.2 Unless Alpha Grad expressly provides its own guarantee, references to "manufacturer warranty" mean the warranty offered by the relevant manufacturer subject to that manufacturer's applicable conditions.
14.3 Alpha Grad does not warrant that every manufacturer will process warranty claims directly with the Customer in every country.
15. Limitation of Liability
15.1 Alpha Grad has unlimited liability: (a) for intent and gross negligence; (b) for culpable injury to life, body or health; (c) under mandatory product-liability legislation; (d) where Alpha Grad has fraudulently concealed a defect; and (e) to the extent Alpha Grad has expressly assumed a guarantee.
15.2 In cases of ordinary negligence, Alpha Grad shall be liable only for breach of a material contractual obligation whose fulfilment is essential to proper performance of the contract and on which the Customer may ordinarily rely.
15.3 In such cases liability shall be limited to the loss which was foreseeable and typical for the type of contract at the time of contract formation.
15.4 Except in the cases listed in Clause 15.1, Alpha Grad shall not be liable for indirect or consequential losses which were not reasonably foreseeable as a typical consequence of the relevant contractual breach.
15.5 The foregoing limitations apply correspondingly to claims against Alpha Grad's managing directors, employees, representatives and agents.
16. Customer Responsibility for Installation and Use
16.1 Unless expressly agreed otherwise, Alpha Grad does not undertake installation, commissioning, system design, functional-safety engineering or approval of the Customer's application.
16.2 Installation and commissioning must be performed by appropriately qualified personnel in accordance with applicable manufacturer instructions and legal requirements.
16.3 The Customer shall not modify, relabel, remove safety markings from, misuse or operate products outside their permitted specifications.
17. Retention of Title
17.1 Alpha Grad retains title to delivered goods until full payment of all amounts due from the relevant sales contract.
17.2 Where legally permissible and commercially applicable, the Customer shall protect goods subject to retention of title and notify Alpha Grad without undue delay of seizure, insolvency-related measures or other third-party interference.
17.3 Rights under retention of title are subject to mandatory law in the jurisdiction where the goods are located.
18. Export Control, Sanctions and End Use
18.1 Each party shall comply with applicable export-control, customs and sanctions legislation.
18.2 The Customer shall provide truthful information concerning destination, end user and intended end use where reasonably requested by Alpha Grad.
18.3 The Customer shall not resell, export, re-export, transfer or use products in violation of applicable EU, German or other mandatory export-control or sanctions laws applicable to the transaction.
18.4 Alpha Grad may suspend or refuse performance where performance would violate applicable law or where required information, licences or approvals have not been provided.
18.5 Alpha Grad may require a separate End-Use/End-User Declaration for transactions presenting elevated export-control risk.
19. Intellectual Property
19.1 Manufacturer trademarks, drawings, datasheets and technical documentation remain subject to the rights of their respective owners.
19.2 Nothing in a sale transfers intellectual-property rights beyond the rights necessarily associated with lawful use or resale of the supplied goods.
20. Set-Off and Retention
20.1 The Customer may set off claims only where its counterclaim is undisputed, legally established or arises from the same contractual relationship.
20.2 Mandatory rights of retention remain unaffected.
21. Assignment
21.1 The Customer may not assign material contractual rights or claims against Alpha Grad without Alpha Grad's prior consent, except where such restriction would be unlawful.
22. Governing Law and CISG
22.1 The contractual relationship is governed by the laws of the Federal Republic of Germany, excluding conflict-of-law rules that would result in the application of another legal system.
22.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
23. Jurisdiction
23.1 To the extent legally permissible, the courts having jurisdiction for Alpha Grad's registered office in Leverkusen, Germany, shall have exclusive jurisdiction.
23.2 Alpha Grad nevertheless reserves the right, where legally permissible, to bring proceedings against the Customer at the Customer's registered office or another competent jurisdiction.
24. Order of Precedence
In the event of inconsistency, the following order applies: (a) individually negotiated written agreement; (b) Alpha Grad Order Confirmation; (c) Alpha Grad quotation, including expressly stated special conditions; (d) these General Terms and Conditions of Sale.
Customer terms and conditions do not form part of the contract unless expressly accepted by Alpha Grad.
25. Severability
If any provision of these Sales Terms is invalid or unenforceable, the remaining provisions remain unaffected. The invalid or unenforceable provision shall be replaced by the applicable statutory rule.
26. Language
Where Alpha Grad publishes these Sales Terms in more than one language, the German-language version shall prevail in the event of a material discrepancy in interpretation, unless the parties expressly agree otherwise.