General Conditions
Terms and Conditions of ALOIS KOBER GMBH
Here you will find all legal documents, notices, general terms and conditions (T&Cs), delivery conditions, disclaimers etc. Should you have any questions, please do not hesitate to contact us at any time.
ALOIS KOBER GMBH
Ichenhauser Str. 14
89359 Kötz
Contact:
Telephone: + 49 (8221) - 970
Fax: + 49 (8221) - 97 8393
Email: info@alko-tech.com
You can find our general delivery terms here:
The current purchasing conditions can be found here.
Gender-neutral descriptions of people – For ease of reading, gender-specific differentiation of personal descriptions (e.g. employees; workers) has been omitted. Wherever only one gendered variant is mentioned in the text below, this shall always be understood to refer to all genders equally, in the interests of equal treatment.
AL-KO VT reserves all rights to texts, images, graphics, sound files and animations used for the design of the websites. These elements are largely protected by copyright and other protective laws. Some of the elements used for website design may also be subject to third-party copyright. The content of the AL-KO VT websites may not be copied, distributed, modified or made accessible to third parties for commercial purposes without the permission of AL-KO Vehicle Technology. Exceptions apply only to files which are explicitly offered by AL-KO VT on the websites for download and publication.
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The word and figurative marks on AL-KO VT websites are mostly protected by trademark law. This applies in particular to logos, product names and type designations.
All AL-KO VT websites have been created with the greatest possible care. Nevertheless, AL-KO VT cannot guarantee the accuracy and freedom from errors of the information provided. AL-KO VT excludes any liability for damages that arise directly or indirectly from the use of this website, unless these are due to intentional or grossly negligent actions by AL-KO VT or its agents. Downloading files and entering personal data is done at the user's own risk.
With its judgment of 12 May 1998, the Hamburg Regional Court decided that anyone who includes a link may also be held responsible for the contents of the linked page. According to the court, this can only be prevented by explicitly distancing oneself from these websites. We have included a number of links to other websites on our own websites.
We explicitly declare that we have no influence on the contents of the linked sites. Therefore, we dissociate ourselves from all content on these pages and do not adopt any of their content as our own.
This declaration applies to all links and to the content of all pages to which our links lead.
The security declaration for Authorised Economic Operators (AEO) can be found here
General Terms and Conditions of AL-KO Vehicle Technology Electronics S.r.l.
Here you will find all legally relevant regulations: documents, information, general terms and conditions (T&Cs), delivery times, disclaimers etc. If you have any questions, we are happy to help.
AL-KO Vehicle Technology Electronics S.r.l.
Via Vienna 4
38121 Trento
Contact:
Telephone: +39 0461 991598
Fax: +39 0461 960009
Email: cbe@cbe.it
1. These General Terms and Conditions of Sale (referred to hereinafter as “General Terms and Conditions”) exclusively govern the sales of AL-KO Vehicle Technology Electronics S.r.l. (hereinafter referred to as the “Seller”) to its customers (hereinafter referred to as “Customer(s)”; – and collectively, Seller and Customers, the “Parties”) involving electronic devices and wiring harnesses (hereinafter the “Products”). These General Terms and Conditions take precedence over any general or specific purchasing conditions of the Customers and form an integral and essential part of all orders confirmed by the Seller, unless expressly agreed otherwise in writing for a specific order. In such case, the separate agreements made between the Parties shall apply, unless otherwise expressly agreed.
2. The Customer waives the application of its own General and Specific Purchasing Conditions, which shall be deemed invalid between the Parties in any case.
3. Any other, differing or additional term is invalid, as are any amendments and/or additions made by the Customer to these conditions, unless the Seller has expressly agreed in writing to them. Should the Seller, by way of exception, agree in writing to any changes and/or additions to these terms and conditions during the course of the business relationship, such changes and/or additions shall only apply to the individual order for which they were agreed.
4. These terms and conditions also apply even if they are not expressly mentioned and confirmed in the order confirmation. They can be found on the Seller's website at www.alko-tech.com
5. These terms and conditions remain valid until expressly revoked or replaced by new General Terms and Conditions by the Seller.
6. Unless otherwise regulated in these General Terms and Conditions, the provisions of the Italian Civil Code relating to purchase contracts shall apply.
- Any offer by the Seller to a potential Customer is valid for the period stated in the offer (hereinafter the “Offer”). This Offer is non-binding for the Seller and subject to confirmation by the Seller upon receipt of the Customer's order. Orders are only valid and effective if submitted in writing. The individual sales contract (hereinafter “Contract”) is concluded by the Seller's acceptance of the order by a written communication, either by e-mail or via the Customer's platform (hereinafter “Order Confirmation”). Non-acceptance of an order submitted by the Customer does not result in any liability for the Seller nor does it entitle the Customer to make any claim of any kind against the Seller.
- Any acceptance of an order which does not comply with the order conditions shall be deemed a counter-offer which shall be deemed accepted by the Customer unless it is objected to in writing within 7 days of receipt; after this period has expired, the Customer may not raise any objections or complaints, for any reason whatsoever.
- Changes to the Contract proposed by the Customer shall not apply, even partially, unless expressly accepted in writing by the Seller.
- Cancellation of the order by the Customer is not permitted once it has been accepted by the Seller; however, the Seller reserves the right to accept any cancellation request after this time, provided that the Customer reimburses the Seller for any damages incurred, appropriately documented.
- In the event of changes to the Products agreed between the Parties after the conclusion of the Contract, the delivery period shall be automatically extended by the time required to implement these changes.
- The technical details in catalogues, price lists, brochures, on websites or in similar documents are for information purposes only and are not binding for the Seller unless expressly stated in the Contract. The Seller reserves the right, in any case, to change at any time, including after order confirmation, the technical and dimensional parameters of the Products and/or to make any improvements and changes, including visual, which it deems appropriate or necessary, without the Customer raising any objection for any reason.
- The Customer for whom custom products have been manufactured therefore guarantees and undertakes to hold harmless and indemnify the Seller and/or its employees, managers and agents on first demand and without defences against any charges, costs and/or expenses incurred by the Seller arising from third-party claims due to unfair competition or infringement of industrial or intellectual property rights (including, but not limited to, trademarks, patents, designs, copyrights and know-how).
- Unless otherwise agreed in writing with the Customer, the Seller shall be the sole owner of any improvements and/or adaptations and/or additions made to designs or plans possibly supplied by the Customer. Unless otherwise agreed, these improvements and/or adaptations and/or additions may not be used by the Customer, either directly or indirectly.
- The delivery times stated in the order confirmation are indicative only and not binding for the Seller unless agreed otherwise in writing. Unless there is intent or gross negligence, any claim for damages for delayed or failed delivery of the Products is expressly excluded.
- In any event, the Seller cannot be held liable for delays caused by circumstances beyond its control (e.g. supplier delays, difficulty sourcing raw materials and components, etc.).
- The delivery dates refer to working days and commence from the date of order confirmation. Unless otherwise agreed, the Products shall be delivered in standard commercial packaging according to the trade practice applicable to such products.
- Unless otherwise agreed in writing between the Parties, delivery shall be in accordance with the delivery terms stated in the order confirmation. Any delivery term mentioned in the order confirmation, contract or General Terms and Conditions shall have the meaning given to it by the Incoterms® of the International Chamber of Commerce in force at the time the contract was concluded, including the associated rights and obligations. The transfer of risk of loss, obligations and costs from the Seller to the Customer shall take place in accordance with the applicable Incoterms.
- If the transport is to be organised by the Customer, the Customer shall ensure that the carrier appointed by it provides the Seller with all documents required for customs or tax purposes (import invoices, shipping documents, etc.) within three days of delivery, at the Seller’s request.
- If the Customer fails to accept the Products in due time for reasons not attributable to the Seller, or if delivery is not possible due to reasons attributable to the Customer, all associated and resulting costs and risks shall be borne exclusively by the Customer. The Customer shall reimburse the Seller for any costs incurred for the storage of undelivered goods, without prejudice to the Seller’s right to claim further damages and the right to request the dissolution of the contract.
- The Products must be inspected for conformity with the order confirmation upon receipt. Any discrepancies concerning quantity, nature or type of the delivered Products must always be reported in writing, including by e-mail, within 7 days of receipt, giving all the information necessary for immediate verification. After this period, the Products shall be deemed accepted in all respects. Furthermore, the use of Products with obvious defects excludes the possibility of raising complaints or claims concerning these defects.
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- The Customer undertakes not to disclose, either directly or indirectly, and to treat in confidence even after termination of the contract, all technical information, prototypes, formulas and technical or business knowledge received from the Seller.
- All printed materials and other documents (price lists, catalogues or similar documents, including in electronic and digital form) relating to the Products are the exclusive property of the Seller. Reproduction, even in part, is prohibited without the Seller's prior written consent.
- The Customer acknowledges and agrees that the Seller shall be the owner of all defined intellectual property rights in relation to the Products. Other than the right to use the Seller's intellectual property in connection with the purchase and use of the Products, the Customer shall not hold any further rights or licences to the Seller’s intellectual property.
- For the purposes of these General Terms and Conditions, “intellectual property” means all patents, know-how, trademarks, internet domain names and copyrighted material, including, by way of example, technical datasheets and manuals for technical support.
- The price of the Products corresponds to the price stated in the valid price list at the time the order is placed or to the price negotiated by the Parties and stated in the order confirmation.
- It is understood that list prices may be changed by the Seller from time to time at its discretion. All prices stated in the price list are in euros, excluding VAT and excluding any customs duties, charges and taxes. All other costs/additional services, such as transport, packaging, insurance, inspections, certificates and other documentation, shall be borne by the Customer, unless otherwise agreed in writing by the Parties. Unless otherwise agreed, prices are for Products packaged in accordance with standard industry practice for the agreed mode of transport, all other costs and expenses being borne by the Customer. The price shall be payable on the due date agreed between the Parties.
- Payment terms are also stated in the order confirmation. If the issue of bank receipts (RIBA) is agreed as the form of payment, the associated costs, including bank charges for collection, administrative costs and costs arising from any payment default, shall always be borne by the Customer. Payment for the Products shall not be deemed to have been made until the amount has actually been credited to the Seller’s bank account.
- If the Customer is in default with the agreed payment terms, the Seller shall, without prior notice, charge the Customer default interest at the rate specified in Article 5 of Italian Legislative Decree No. 231/2002.
- The Customer shall not suspend or delay payment, even in the event of complaints (solve et repete). Offsetting between the Seller’s claim for payment of the price of the Products and any present or future claims the Customer may have against the Seller is also excluded, and the Customer may not object to this for any reason.
- If the Customer fails to fulfil or improperly fulfils these General Terms and Conditions and/or the contract and/or has payment difficulties or there is a change or removal of credit guarantees on the part of the Customer, the Seller shall be entitled, at its sole discretion:
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- to suspend delivery and make delivery of the Products subject to the provision of appropriate payment guarantees; or
- to cancel ongoing orders; or
- to demand immediate payment for the delivery in accordance with Art. 1186 of the Italian Civil Code, without prejudice to the Customer’s liability for damages arising and subject to all other legal remedies available.
- The Seller warrants that the Products are, for a period of 12 (twelve) months from the date of delivery (hereinafter “Warranty Period”), free from defects in design, material and/or workmanship.
- The warranty applies solely to the Customer and covers, at the Seller’s discretion, the free replacement or repair of defective Products, to be carried out in accordance with the modalities and within the time periods set by the Seller, subject to the technical time required for execution and unless otherwise decided for objective reasons rendering such action impossible.
- Without prejudice to the provisions of article 4.7, defects in the Product must be reported in writing by the Customer to the Seller within 3 days of their discovery and in any event no later than within the above warranty period; failure to notify within the above term shall result in the loss of the Customer’s right to assert any defects. After the end of the warranty period, no further claims may be made against the Seller. Every complaint must set out the precise details of the defect found; the Products subject to complaint must always be made available to the Seller’s representatives for inspection.
- The Seller shall not be liable if the Product does not meet the above warranty requirements in any of the following circumstances (“Exclusions from Warranty”):
- If the Customer continues to use the Product after notifying a defect as specified above;
- If the defect is due to the Customer’s failure to comply with the oral and/or written instructions of the Seller, as contained in the documents accompanying the Product regarding transport, storage, installation, use and maintenance, or (if such instructions are missing) customary trade practice in this respect;
- If the defect is due to the Seller following a design or specification provided by the Customer;
- If the Customer, directly and/or through third parties, uses products that are not compatible with the Products or modifies the Product without the Seller’s prior written consent;
- If the defect is due to normal wear and tear, including oxidation, intentional damage, negligence or unusual storage, working or environmental conditions, including, but not limited to, temperature or humidity, improper use or installation in environments not conforming to the specifications provided by the Seller, or to events of force majeure (as defined in clause 9).
- The Customer cannot claim any other express or implied warranties apart from those specified in clause 7, as the Seller’s obligation to replace the Products under the conditions and cases set out herein fully replaces legal warranties and liabilities. Any liability of the Seller is therefore expressly excluded, except in the case of intent or gross negligence. In particular, there shall be no claim for damages or compensation for direct or indirect losses of any kind resulting from failure or restricted use of the Products.
- Subject to mandatory statutory provisions, the Seller’s overall liability to the Customer for any damages, losses, costs, expenses, claims or actions arising from performance or non-performance of any provision of these General Terms and Conditions or the contract is
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- limited to the actual damage, which must be a direct and immediate result of the Seller’s performance or non-performance of any provision of these General Terms and Conditions or the contract; any liability of the Seller for lost profits, loss of goodwill, business interruption, lost business opportunities, indirect and/or consequential damages is excluded; and
- the total amount may under no circumstances exceed the purchase price in accordance with the specific contract which is the subject of the claim.
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Notwithstanding the Customer’s payment obligations, which must in any case be performed on the contractually agreed dates, no event constituting a breach of these General Terms and Conditions shall result in contractual liability or claims for damages, provided that it is due to force majeure or unforeseeable events (such as, but not limited to, strikes, accidents, epidemics, pandemics, embargoes, armed conflicts, government measures or measures by other national or supranational authorities, interventions by military and civil authorities, acts of terrorism, riots and civil disturbances, sabotage, fires, including those started intentionally, and all other cases of force majeure or unforeseeable events provided for in the applicable regulations), the effects of which occur in such a way that they exceed the limits of foreseeability and control that can reasonably be attributed to the Parties and without negligent conduct on the part of the party unable to fulfil its obligations having contributed to such event. The party invoking exemption from liability must notify the other party in writing as soon as possible after becoming aware of the obstruction and its effects on the ability to fulfil its obligations, and must likewise notify the other party as soon as the reason for the exemption from liability ceases to apply.
- If an event of force majeure or an unforeseeable circumstance preventing the performance of the contract continues for more than 24 weeks, either party shall be entitled to withdraw from the contract by serving the other party with the relevant notice by registered mail with return receipt or by international courier.
- These General Terms and Conditions as well as all purchase contracts concluded between the Seller and the Customers in accordance herewith are governed by Italian law, to the exclusion of its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods of 1980.
- For all disputes arising out of or in connection with these General Terms and Conditions and/or the purchase contracts, the courts of Trento (Italy) shall have exclusive jurisdiction.
- The Customer is aware that the export of the Seller's Products from the customs territory of the European Union and/or to certain recipients or destinations may be subject to control by the competent authorities, and undertakes to take all necessary measures to comply with the applicable Italian, European, UK and/or US regulations regarding export controls and international economic sanctions (hereinafter collectively referred to as “Export Control Provisions”) relating to the Products.
- The Customer undertakes, declares and guarantees not to sell, supply, deliver, export, re-export, transfer or otherwise make accessible, either directly or indirectly (including via representatives, agents, resellers or third parties), for any reason and/or free of charge, any of the Products or technical information received from the Seller, either directly or by incorporating them into other products:
- in territories and/or for use in territories subject to export bans or restrictions under the applicable Export Control Provisions, including, but not limited to, the Russian Federation, Belarus, Iran or the Ukrainian regions of Crimea and Sevastopol, Donetsk, Kherson, Luhansk and Zaporizhzhia, as well as in the special economic, innovation or preferential zones of the Russian Federation referred to in Article 5a-h and Annex LII of EU Regulation No. 833/2014 (hereinafter “SEZ”); and/or for use in any of these territories; and/or
- to any natural or legal persons, organisations or entities listed in the lists of persons or organisations subject to prohibitions, restrictions or sanctions by Italian or EU authorities or any foreign government or international organisation (e.g. United Nations, United Kingdom and/or United States), and/or owned or controlled by or acting for or on behalf of any of the aforementioned persons or organisations (hereinafter “Sanctioned Persons”); and/or
- to any legal person, entity or organisation registered as established in a special economic zone or whose seat, headquarters or permanent establishment is located in a special economic zone; and/or
- to any legal person, organisation or entity outside the special economic zones that is owned or controlled by a legal person, organisation or entity referred to under (iii) above. In addition, transit of the Products through any of the territories referred to in item (i) above is prohibited.
- The Customer undertakes to ensure that all of its contracts with third parties relating to the Products contain similar restrictions and obligations as those set out in paragraph 11.2 and to notify the Seller in writing without delay of any violation of the aforementioned agreements, declarations and assurances.
- Without prejudice to the foregoing, the Customer must, at the Seller's request, provide all information and/or evidence necessary to:
- verify and/or check compliance with the obligations set out in the above provisions; and
- verify compliance with the export control provisions, including but not limited to details of the end user, end use, carrier, shipping route and destination country of the Products supplied by the Seller, in the format requested by the Seller. The Customer also undertakes to:
- immediately notify the Seller of any breach, suspected breach or risk of breach of the obligations set out in this clause;
- provide full cooperation with the Seller in the event of audits, inspections or enquiries by the competent authorities.
- If the Customer breaches any of the above obligations, declarations or assurances at any time, the Seller shall be entitled to terminate the purchase contracts existing between the Parties by written notice in accordance with Article 1456 of the Italian Civil Code, without prejudice to the Seller's right to retain any payments already received from the Customer, to claim damages and/or to take legal action.
- The Seller reserves the right to suspend delivery of the Products and fulfilment of the corresponding purchase contract between the Seller and the Customer in accordance with the General Terms and Conditions, and/or to cancel any order, without incurring any liability, if delivery of the Products is prevented due to changes in applicable Export Control Provisions and/or their further implementation, guidelines and/or interpretation and/or if a Sanctioned Person is directly or indirectly involved in the transaction and/or if continuation of delivery could expose the Seller to criminal or administrative liability.
- At the Seller's request, the Customer undertakes to indemnify the Seller, its directors and/or employees against any claims, liabilities, damages (including damage to reputation), losses, costs (including legal costs and fees) or other adverse consequences arising from any violation of the obligations regarding export control set out in this clause and/or breaches of export control provisions in relation to the Products supplied by the Seller.
- The fact that the Seller does not assert the rights provided for in these General Terms and Conditions or in individual contracts shall not be regarded as tacit consent or a waiver of the assertion of the infringed right or provision and shall not preclude the possibility of asserting such rights or claims or any other rights or claims provided for in these General Terms and Conditions at a later time.
- The Parties expressly acknowledge that continuous and repeated sales of the Products by the Seller to the Customer under no circumstances, not even by way of conduct implying such, grant the Customer any exclusive right or give rise to a distribution, dealership or other cooperation relationship.
- These General Terms and Conditions were originally drawn up in the Italian language, which language shall be controlling and legally binding; any versions in other languages shall be deemed to be informal translations. In the event of any dispute as to the contents or effectiveness of any of the clauses contained herein, only the Italian version shall prevail.
- Should at any time one or more provisions of these General Terms and Conditions prove to be invalid or void, this shall not affect the validity of the other provisions, which shall remain valid and in full force and effect.