The following terms shall be applicable to all offers, deliveries and performance and to all business relations of alkus AG (hereinafter referred to as the supplier) to and with its customers (hereinafter referred to as the purchaser). The purchaser expressly accepts these terms with the awarding of the order. Terms to the contrary - especially the validity of purchasing terms of the purchasers - shall only be binding if they are expressly accepted in writing by the supplier.
2. Offers / Acceptance of the Order
The supplier's offers are subject to alteration and are made without commitment. Purchase orders shall only be binding for the supplier if the supplier confirms the said orders in writing or carries out these orders by sending the goods. Any further verbal ancillary agreements must be confirmed in writing by the supplier.
The prices valid on the day of delivery shall in all cases be applicable to the charging of the orders. If these prices are higher than at the time of the conclusion of the contract, the purchaser shall be entitled to withdraw from the contract regarding the volume which has not yet been accepted within 14 days after notification of the price increase. Special production orders are excluded from the above regulation.
Prices are expressed net ex warehouse, exclusive of packaging, carriage and value added tax.
4. Payments / Default by the Purchaser
Unless otherwise agreed upon, the period for payment shall be 30 days net without deduction from the invoice date.
The payment deadlines shall be regarded to be expiry dates. If the purchaser does not meet the payment deadlines, then it must, even without a reminder, pay from the time the payment fell due default interest 5 per cent over the respective base interest rate.
It is not permissible to reduce or retain payments due to complaints, any credit notes which may not yet have been issued or on account of counter-claims which are not recognised by the supplier. The purchaser is similarly not permitted to withhold payments if insignificant parts are missing and the use of the goods is not thus made impossible or if subsequent work to the delivery is necessary.
The supplier's obligation to effect delivery shall be suspended as long as the purchaser is in default with an obligation. In the case of default in payment and legitimate doubts regarding the purchaser's solvency and creditworthiness, the supplier shall be entitled - without prejudice to its other rights - to demand securities and advance payments for outstanding deliveries and to call due all claims from the business relationship with immediate effect.
5. Terms of Delivery
Shipment of all goods shall be effected uninsured for the purchaser's account and risk.
The delivery periods and delivery deadlines indicated in the respective confirmations of order shall be regarded to be guidelines and cannot be guaranteed. Delays which are not caused by the supplier and other operational impediments shall release the supplier from the obligation to effect delivery.
A delay to delivery shall be applicable in the case of a delivery period agreed in a binding manner only after a reasonable additional period to effect delivery has been set.
The supplier is entitled at all times to effect part deliveries and part performance within the indicated delivery period, provided no disadvantages thus arise regarding the use of the goods.
6. Shipment and Transport Terms
The supplier shall be free in the selection of the mode of transport and shall endeavour to take account of the purchaser's wishes and interests. Additional expenses which thus arise shall - even in the case of agreed carriage-paid delivery - be borne by the purchaser. Packaging shall become the purchaser's property and shall be charged by the supplier at cost price.
7. Catalogues, specimens, samples and price lists
The supplier shall retain the title and copyright rights without restriction to estimates, specimens, samples, drawings and other documents. They may not be made accessible to third parties. Drawings and other documents belonging to offers must be returned to the supplier without delay at its request if it is not awarded the order.
All illustrations and details contained in the supplier's catalogues, price lists, etc. shall exclusively serve by way of more detailed orientation and are non-binding. Alterations to the characteristics and design remain reserved.
8. Guarantees / Complaints
All details regarding the suitability, processing and use of the supplier's products, technical advice and other details are given to the best of the supplier's knowledge, but do not, however, release the purchaser from undertaking checks and tests of its own.
The purchaser must examine the supplied goods, in so far as is reasonable also by trial processing, upon receipt regarding defects with respect to characteristics and intended use without delay; otherwise, the goods shall be regarded to be accepted in a fault-free condition.
Complaints shall only be considered if they are raised in writing within eight working days after receipt of the goods - in the case of hidden defects after their discovery, at the latest, however, six months after receipt of the goods - duly enclosing evidence.
The supplier's warranty obligation shall be restricted at its option to a substitute delivery, a reduction of the purchase price or rectification of the defect. If the supplier chooses rectification of the defect and if a defect covered by the warranty obligation cannot be rectified and if further rectification attempts are unreasonable for the purchaser, then the purchaser can demand a reduction of the purchase price or the rescission of the contract instead of the rectification of the defect.
The guarantee shall not cover damage as a result of improper treatment or excess use. The guarantee obligation shall similarly cease to be applicable if the purchaser itself undertook or had undertaken improper alterations or repairs.
As far as legally permissible, the supplier’s obligation for compensation of damages, irrespective of their cause in law, shall be limited to the invoice value of that portion of goods directly affected by the event giving rise to the damage.
10. Reservation of Title
Until the payment in full of the supplier's claims from the business relationship with the purchaser - including all balance claims from a current account - the supplier shall retain title to the sold goods.
The supplier is entitled to have the reservation of title entered at any time in corresponding public registers.
The reservation of title shall also cover the products created by the processing, mixing or joining of the supplier's goods at their full value, in which respect the supplier shall be regarded to be the manufacturer.
The purchaser already now assigns the claims against third parties which arise from the resale in full or in the amount of any co-ownership share of the supplier by way of security to the supplier. The purchaser is authorised to collect these claims until revoked or until the cessation of its payments to the supplier for the supplier's account.
The purchaser is also not entitled to assign these claims for the purpose of the collection of the claims by way of factoring, unless the obligation of the factor is created at the same time to directly effect the counter-performance in the amount of the supplier's claim to the supplier for as long as claims of the supplier against the purchaser still exist.
The purchaser must inform the supplier without delay by registered letter of third-party seizures of the goods and claims belonging to the supplier.
An exercising of the reservation of title shall not constitute a withdrawal from the contract.
The goods and the claims which take their place may not be pledged to third parties nor transferred or assigned by way of security before payment in full of the supplier's claims.
If the value of the securities exceeds the supplier's claim by more than twenty per cent, then the supplier at the purchaser's request shall accordingly release securities selected by the supplier.
11. Cancellation Costs
If the purchaser withdraws from an awarded order without due cause, then the supplier, without prejudice to the possibility of asserting a higher actual loss, can demand twenty per cent of the sales price for the costs which arose through the processing of the order and for lost profit. The purchaser shall be entitled to prove a lesser loss.
12. Force Majeure
Cases of force majeure - which shall be regarded to be circumstances and events which cannot be avoided with the care of due and orderly business management - shall suspend the parties' contractual obligations for the duration of the impediment and in the scope of their effect. If delays which thus arise exceed the period of six (6) weeks, then both contracting parties shall be entitled to withdraw from the contract regarding the affected scope of performance. No further claims shall arise.
13. Applicable Law and Place of Jurisdiction
All legal relations of the purchaser with the supplier shall be governed by and construed according to the law of Liechtenstein. The application of the UN Convention on the International Sale of Goods is excluded.
Place of performance for the delivery is the respective departure point of the goods, for payment Vaduz, Principality of Liechtenstein. Place of jurisdiction is at the supplier's commercial domicile, Schaan/Principality of Liechtenstein. The supplier furthermore also has the right to raise an action against the purchaser at the competent court of its domicile or at any other competent court or enforcement authority.