Terms of service
GENERAL TERMS AND CONDITIONS
(as of 01.08.2025) of Gebr. Alexander, Rheinische Musikinstrumentenfabrik GmbH Robert-Koch-Straße 10 ∙ 55129 Mainz, Germany.
The following terms and conditions are an integral part of all our contractual relationships, deliveries and other services which, in the case of companies or legal entities under public law or special funds under public law, also apply to services commissioned in the future. The conditions contain in part A. General Terms and Conditions of Sale and Delivery, in Part B. General Terms and Conditions of Repair and in Part C. Further Provisions. Any terms and conditions of our contractual and business partners that deviate from our General Terms and Conditions are expressly rejected; such terms and conditions shall not be recognized even if we do not reject them again upon receipt by us.
A. General terms and conditions of sale and delivery
1. Order and acceptance of order
1.1 Our pre-contractual communications, in particular offers, descriptions and cost estimates, are subject to change without notice, unless expressly agreed.
1.2 All orders placed with us by customers directly or indirectly via third parties shall require our acceptance by written order confirmation. Such an order confirmation is not required if it is a cash transaction or if we fulfill the order by sending the goods.
1.3 Deviations of the delivered items from the order, in particular with regard to material or design, shall be expressly reserved within the scope of technical progress, provided that the items are not significantly changed and the deviation is reasonable for our customer.
2 Prices and terms of payment
2.1 Our prices are calculated in Euro from the registered office of our company, plus the applicable value added tax. Costs for packaging and shipping are charged at cost price. For the shipment of products purchased in our online store, the following shall apply within Germany: If the gross price invoiced by us for the goods exceeds 99,- Euro, costs for packaging and shipment shall not be charged by us, provided that the total weight of the shipment does not exceed 31 kg and the shipment is smaller than 120 cm x 60 cm x 60 cm.
2.2 All invoices are payable net cash within a period of 14 days at the latest, unless otherwise agreed. A cash discount requires prior written agreement.
2.3 If the payment deadline is exceeded and after a reminder has been issued, interest on arrears shall be payable at a rate of 5% above the respective base interest rate. If our customer is an entrepreneur, a legal entity under public law or a special fund under public law, this shall apply with the proviso that the default interest rate shall be 9% above the respective base interest rate.
2.4 Any set-off on account of any counterclaims of our customer shall be excluded unless such counterclaims are undisputed or have been finally determined by a court of law. This shall apply accordingly to any withholding of payment by our customer.
2.5 All claims against customers to which we are entitled, irrespective of the legal relationship, can be made due for payment immediately if a circumstance is realized which entitles us to withdraw from the contract in accordance with statutory or contractual provisions.
3. Delivery time
3.1 If a delivery time has been agreed, the delivery dates stated by us shall not be binding. This shall not apply if we have expressly confirmed delivery dates in writing as "binding delivery dates".
3.2 Our deliveries shall always be subject to correct and timely delivery to ourselves. If such self-delivery does not take place, we shall notify our customer thereof without delay. In this case, the purchase contract shall be deemed not to have been concluded. We shall not assume any procurement risk.
3.3 Compliance with the delivery period shall be conditional upon the contractual fulfillment of the contractual obligations assumed by our customer, in particular the timely performance of the agreed payments and, if applicable, the provision of agreed securities.
3.4 Furthermore, in the event of a delay for which we are responsible, our customer shall only be entitled to assert further rights if a grace period of at least two weeks set by him after the occurrence of the delay has expired fruitlessly.
4. Shipment
4.1 If shipment of the ordered goods is necessary, it shall be effected from the registered office of our company at the risk of our customer, unless the customer is a consumer and unless it is a shipment within the scope of a subsequent performance incumbent upon us.
4.2 In the absence of any other agreement, we shall be free to choose the transport company and the means of transport. The risk shall pass to our customer in accordance with clause 4.1. even if carriage paid delivery has been agreed. Any packaging provided on loan shall be returned by our customer carriage paid to the address specified by us.
4.3 If the shipment is delayed due to circumstances for which our customer is responsible, the risk shall already pass to our customer at the time of notification of our readiness for shipment. In this case, our customer shall bear the costs incurred by the delay, in particular storage charges.
4.4 We shall not be obliged to insure the consignment against transport damage or to have it insured unless we have assumed a corresponding obligation in writing.
4.5 Our customer shall bear the costs of handing over the goods. In accordance with Clause 2.1, our customer shall also bear the costs for shipping and packaging the goods.
5. Rights in case of defects (Warranty)
5.1 In the event of notification of a defect, the goods may only be returned to us with our prior consent. Returns made without our prior consent need not be accepted by us. In this case, our customer shall bear the costs of a return shipment.
5.2 If a notice of defect is unjustified, we shall be entitled to demand reimbursement of the expenses incurred by us from our customer. The acceptance of defect rectification work shall not constitute an acknowledgment of a defect.
5.3 In the event that subsequent performance in the form of a new delivery is effected on the basis of a justified notice of defect, the provisions on the delivery period described above in Section 3 shall apply accordingly. We shall be granted a period of at least two weeks to remedy the defect by repair.
5.4. The right to choose whether a new delivery of the item or a remedy of the defect takes place is at our reasonable discretion if the customer is an entrepreneur, a legal entity under public law or a special fund under public law. We only have to bear the costs incurred with the rectification, in particular travel and transport costs, insofar as our customer has not brought the goods to a location other than that at which he had his registered office at the time the contract was formed or at Dispatch to the place to which it was dispatched by us in accordance with the order. Our rights from § 439 paragraphs 3 and 4 BGB remain unaffected.
5.5. If an attempt at supplementary performance fails, we are entitled to carry out a new supplementary performance, again at our own discretion with regard to the type of supplementary performance and within a reasonable period of time if the customer is an entrepreneur, a legal entity under public law or a special fund under public law. Our customer only has the right to withdraw from the contract or to reduce the purchase price if the repeated supplementary performance also fails.
5.6 For consumers, the limitation period for claims for defects for new goods is two years, for used goods one year from delivery. For entrepreneurs, legal entities under public law or special funds under public law, the limitation period for claims for defects for new and used goods shall be one year from delivery.
5.7 The limitation period for a claim against us shall not be suspended by negotiations conducted between our customer and a representative engaged by us. In any case, negotiations on claims directed against us shall be deemed to have failed with immediate effect unless the opposite is expressly declared by us or our representative.
5.8 In the event that our customer is an entrepreneur, a legal entity under public law or a special fund under public law, the customer shall be obliged to inspect the delivered goods immediately after delivery and to notify us in writing of any defects without delay, at the latest by the second working day following delivery. Defects which are reported late, i.e. contrary to the above obligation, will not be considered by us and are excluded from liability for defects. Complaints made to field staff, carriers or other third parties do not constitute complaints in due form and time.
5.9 The right to subsequent performance shall in any case be limited to the remedy of a defect if our customer has already used the purchased item for a not insignificant period of time despite knowledge of the defect and the possibility of a replacement delivery. If our customer can nevertheless demand a replacement delivery, we shall be entitled to claim compensation for the value of the benefits derived by our customer and to refuse subsequent performance until payment of the respective amount.
5.10. In order to remedy a defect, our customer shall grant us a reasonable period of grace for subsequent performance, which shall not be less than two weeks. Only after the unsuccessful expiry of the subsequent performance period may our customer withdraw from the contract due to a not insignificant defect and/or claim damages.
6. Exclusion of procurement risk and guarantees.
In the case of items ordered and not immediately available, we do not assume the risk that we can procure these items. The assumption of a no-fault guarantee for the durability and quality of our goods is excluded. We only assume such a guarantee within the framework of an express written agreement with our customer.
7. Advertising for our products
If our customer is a reseller, he undertakes to advertise the contractual products only in an appropriate form. Our customer is aware that incorrect property-related advertising can lead to claims for liability for defects. He undertakes to indemnify us against the consequences of such advertising and to compensate us for any damage we suffer as a result of the breach of this obligation.
8. Retention of title
8.1 Any goods sold or delivered by us shall remain our property until the purchase price has been paid in full and all our claims arising from the business relationship have been satisfied. A disposal of the goods subject to retention of title (e.g. by sale, pledging, transfer by way of security, donation, transfer for use) by our customer shall not be permitted under any circumstances.
8.2 If our customer is an entrepreneur, a legal entity under public law or a special fund under public law, he shall be entitled - in deviation from Clause 8.1 - to dispose of the goods subject to retention of title within the scope of his regular business transactions. Under no circumstances, however, may the goods be assigned to third parties as security in the course of regular business transactions.
8.2.1 In the event of the sale of the goods in the course of regular business transactions, the purchase price shall take the place of the goods. Our customer hereby assigns to us all claims arising from any sale. If our customer's claim from the resale has been included in a current account, our customer hereby also assigns to us its claim from the current account against its customer. The assignment shall be made in the amount that we have charged our customer for the resold goods subject to retention of title.
8.2.2 Our customer is authorized to collect the assigned claims as long as it meets its payment obligations towards us. With regard to this advance assignment of the respective purchase price claim, an assignment to third parties, in particular to a credit institution, is contrary to the contract and therefore inadmissible. We shall be entitled at any time to inspect the sales documents of our customer and to inform his customers of the assignment.
8.2.3 If the value of the securities in accordance with the above Section 8.2 exceeds the amount of the outstanding claims secured thereby by more than 20% for the foreseeable future, our customer shall be entitled to demand the release of securities from us to the extent that the excess exists.
8.3 In the event of occurrences which endanger our right of ownership, in particular in the event of access by third parties (e.g. in the event of seizure of the object of purchase or in the event of the exercise of a contractor's lien by a workshop), our customer shall notify us immediately in writing by sending the relevant documents (e.g. copy of a foreclosure protocol as well as an affidavit in the event of seizure) and inform the third party of our reservation of ownership. Our customer shall bear all costs which have to be incurred in order to nullify the seizure by third parties and to recover the object of purchase, insofar as they cannot be recovered from third parties.
8.4 Should our customer have made a disposal of the object of purchase in breach of the contract, the purchase price paid or to be paid or otherwise received or to be received by the purchaser shall take the place of the goods. Our customer hereby assigns to us all claims arising from any sale. Our customer is not authorized to collect these claims. Within the scope of the assignment, our customer shall cooperate in disclosing the assignment to the acquirer and shall cause the acquirer to make payment or performance to us. With regard to this advance assignment of the respective purchase price claims, an assignment to third parties, in particular to a credit institution, is contrary to the contract and therefore inadmissible. We shall be entitled at any time to inspect the sales documents of our customer and to inform his customers of the assignment.
8.5 For the duration of the retention of title, our customer shall be obliged to keep the object of purchase in proper condition and to have all scheduled maintenance work and necessary repairs carried out without delay.
8.6 The assertion of our rights arising from the retention of title shall not release our customer from its contractual obligations. The value of the goods at the time of repossession shall only be offset against our existing claim against our customer.
9. Right of withdrawal
We are entitled to withdraw from the contract for the following reasons:
a) If, contrary to the assumption existing prior to the conclusion of the contract, it turns out that our customer is not creditworthy. Credit unworthiness can be assumed without further ado in particular in the event of a bill or check protest, suspension of payments by our customer or an unsuccessful foreclosure attempt on the part of our customer. It is not necessary that such circumstances are based on a relationship between us and our customer.
b) If it turns out that our customer has provided incorrect information with regard to his person or his creditworthiness and this information is of considerable importance. This shall apply accordingly in the event of inaccurate information provided by co-obligated persons or guarantors of our customer.
c) If goods subject to our retention of title are sold by our customer other than in the ordinary course of business in accordance with Clause 8.2, in particular by way of transfer of ownership by way of security and pledging. Exceptions to this shall only exist if we have declared our consent to the sale in writing.
d) If, in the case of agreed installment payments, our customer is in arrears with more than two consecutive installments.
e) If our customer handles the item in a way that is significantly contrary to the contract, in particular if he violates his obligation to notify us in accordance with Section 8.3.
B. General Repair Conditions
1. Conclusion of contract
1.1. The repair items sent to us by our customer with a repair order are checked by us for their technical function and repairability. The defects to be reported by our customer will be remedied as an individual service, taking into account the following clause 5.
1.2. At the request of our customer, we will issue a confirmation of receipt of the repair item for this purpose.
1.3. We are entitled to have the repairs commissioned by us carried out by third parties or subcontractors at our discretion.
1.4. Subsidiary agreements and contract changes to the repair contract concluded with our customer are only binding for us if we have submitted or confirmed them in writing.
2. Prices and Payment
2.1. As a rule, we repair the items to be repaired either according to fixed prices, which are based on the scope of the repair work, or according to the effort involved. The prices apply plus the applicable VAT.
2.2. If the repair is carried out at a fixed price, this is binding and includes all costs and expenses associated with carrying out the repair. Irrespective of this, we reserve the right to carry out the calculation of the repair at cost. When calculating the repair costs, the prices for the parts, materials and special services used as well as the prices for the work, travel and transport costs are shown separately. If the repair is carried out on the basis of a binding cost estimate, reference to the cost estimate is sufficient; only the deviations in the scope of services are then to be listed separately.
2.3. The provisions according to Sections A.2.2 (term of payment), A.2.3 (interest on arrears) and A.2.4 (offset) also apply to repair orders.
3. Cost information, cost estimate
3.1. As far as possible, we will inform our customer of the fixed repair price or the expected repair price when the contract is concluded. Otherwise our customer can set cost limits.
3.2. If a repair can be carried out for the reasons specified in Section 3.1. The costs described are not carried out or if we consider additional work to be necessary during the repair, we will obtain the consent of our customer if the costs stated are exceeded by more than 10%.
3.3. If a cost estimate with binding price estimates is required before a repair is carried out, this must be requested from us expressly and in writing. Such a cost estimate is only binding if it is submitted in writing and designated as binding.
3.4. We do not charge for the services rendered for the submission of the cost estimate, insofar as they can be used when carrying out the repair.
4. Liability for defects
4.1. The examination and fulfillment of liability for defects takes place exclusively on our premises, unless the provision of services at another location has been expressly agreed.
4.2. If there is a case of liability for defects in an item to be repaired, we are obliged to repair the item or to send an equivalent replacement to our customer at our expense.
4.3. If our customer is a so-called consumer, he must examine the repaired goods immediately after delivery for obvious defects that are recognizable without further attention. Obvious defects must be reported to us in writing immediately, at the latest within a period of two weeks from delivery. Obvious defects that are reported late, i.e. contrary to the above obligation, will not be taken into account by us and are excluded from liability for defects. Non-obvious defects that only become apparent over time must be reported to us by our customer immediately after their discovery.
4.4. In the event that our customer is an entrepreneur, a legal entity under public law or a special fund under public law, our customer is obliged to inspect the repaired goods immediately after delivery and to notify us in writing of any existing defects immediately, at the latest by the next but one working day after delivery. Defects that were reported late, i.e. contrary to the above obligation, will not be taken into account by us and are excluded from liability for defects. Complaints that are asserted against field staff, transporters or other third parties do not represent formal and timely complaints.
4.5. In the case of liability for defects, we have the right to repeat the defect removal if the first attempt to remove the defect fails. The limitation period for claims for defects is one year from acceptance of the repair by our customer.
4.6. The period for claims for defects is extended by the duration of the downtime of the repair item caused by the work to remedy the defect.
4.7. We are not liable if the defect is irrelevant to the interests of our customer or is based on a circumstance that is attributable to our customer. This applies in particular to parts provided by our customers.
4.8. Our liability for the consequences arising from any improper changes or work carried out by our customer or third parties without our prior consent is waived.
4.9. If we allow a reasonable grace period set for us to remedy the defect to expire through our fault, our customer has a right to a price reduction. Our customer's right to a reduction also exists in other cases of repeated failure to remedy the defect. Only if the repair is demonstrably of no interest to our customer despite the reduction in price can our customer withdraw from the contract after appropriate notification in good time.
5. Unworkable repairs
5.1. The services provided for the submission of the cost estimate as well as the additional time incurred and to be documented for the technical inspection of the repair items (troubleshooting equals working hours) will be charged to our customer if the repair cannot be carried out for reasons for which we are not responsible. This is particularly the case if - the error complained of did not occur during the investigation; – a repair is no longer economically justifiable for our customer; – spare parts cannot be obtained; – our customer has culpably missed an agreed appointment; – the contract was terminated during implementation.
5.2. The item to be repaired only needs to be restored to its original condition at the express request of our customer and against reimbursement of the costs, unless the work carried out was not necessary.
5.3. Items that cannot be repaired will be returned to our customer at their expense. However, our customer can entrust us with the disposal of items that cannot be repaired, against payment of the disposal costs.
6. Transport and insurance
6.1 Unless otherwise agreed in writing, any outward and return transport of the object to be repaired - including any packaging and loading - shall be carried out at our customer's expense. Our customer shall be free to collect the object of repair from us after the repair has been carried out.
6.2 Our customer shall bear the risk of transport. At his request, the outward and return transport shall be insured against insurable transport risks (e.g. theft, breakage, fire, etc.) at his expense.
6.3 There shall be no insurance coverage during the repair time at our premises. Our customer shall be responsible for maintaining any existing insurance coverage for the object to be repaired. Insurance cover for these risks can only be procured at the express request of our customer.
6.4 In the event of delays for which our customer is responsible (in particular: delay in acceptance), we may charge storage fees for storage on our premises. The repair item may also be stored elsewhere at our discretion. The costs and risk of storage shall be borne by our customer.
7. Repair period
7.1 Our statements regarding repair periods and repair times are based on estimates and are therefore not binding.
7.2 The agreement of a binding repair period, which must be designated as such in writing, can only be obtained by our customer when the scope of the work has been precisely determined. A binding repair deadline shall be deemed to have been met when the object to be repaired is ready for return transport or collection by our customer. In the case of additional and extension orders placed at a later date or in the case of additional repair work required, the agreed repair period shall be extended accordingly.
7.3 If the repair is delayed due to measures within the scope of labor disputes, in particular strikes and lockouts, or the occurrence of circumstances for which we are not responsible, an appropriate extension of the repair period shall occur insofar as such obstacles can be proven to have a significant influence on the completion of the repair. This shall also apply if such circumstances occur after we have defaulted.
7.4 If we fail to comply with a reasonable grace period set by our customer during our default, which must include the threat of refusal of performance, our customer shall be entitled to withdraw from the contract. Further claims shall exist without prejudice to C. 1 (Liability) of this provision.
8. Acceptance
8.1 Our customer shall be obliged to accept the repair work within two weeks as soon as the object of repair is available to him again. If the work proves not to be in accordance with the contract, we shall be obliged to remedy the defect. This shall not apply if the defect is insignificant for the interests of our customer or is due to a circumstance attributable to our customer. If the defect is insignificant, our customer shall not be entitled to refuse acceptance; in this respect, the defect shall be remedied within the scope of the warranty.
8.2 If acceptance is delayed through no fault of ours, it shall be deemed to have taken place after a period of two weeks has elapsed since notification of completion of the repair.
8.3 Our liability for recognizable defects shall cease upon acceptance, unless our customer has reserved the right to assert a specific defect.
9. Retention of title, extended lien, utilization
9.1 We retain title to all accessories, spare parts and replacement parts used until receipt of all invoiced payments under the repair contract. Further security agreements may be made.
9.2 We shall be entitled to a lien on the object of our customer which has come into our possession on the basis of the contract on account of our claim arising from the repair contract. The right of lien may also be asserted on account of claims arising from work previously carried out, deliveries and other services.
9.3 The customer must collect the object given into repair within three months after the agreed delivery date. If this does not happen, Gebr. Alexander shall be entitled to (i) store the item in whole or in part at a suitable location at Customer's expense and (ii) dispose of it (including disposing of it) in a commercially reasonable manner by private contract after a further nine months have elapsed. The Customer shall be notified of the impending storage and recovery and shall be requested to collect the goods with a reasonable period of notice, provided that its address or contact details are known. He shall be entitled to any proceeds from the sale, insofar as these do not serve to offset any claims of Gebr. Alexander under the contract.
C. Further provisions
1 Liability
1.1 Our liability for a grossly negligent or intentional breach of duty shall be in accordance with the statutory provisions. Our liability for a negligent breach of duty is limited to the breach of duties which are essential for the achievement of the contractual objective (cardinal duties). In all other respects, liability for negligence shall be limited to foreseeable damage typical of the contract. Any further liability is excluded.
1.2 The limitation of liability shall also apply in favor of our employees and vicarious agents in the event of direct claims by the customer.
1.3 Our liability for damage to life, health or body or a guarantee agreed in writing shall remain unaffected by the above provisions. The claims of our customer arising from product liability shall also remain unaffected.
2. Final provisions
2.1 The place of performance shall be the registered office of our company.
2.2 Any agreements deviating from our Terms and Conditions of Sale and Delivery must be made in writing to be effective. This shall also apply to any waiver of this written form requirement.
2.3 The place of jurisdiction shall be determined in accordance with the statutory provisions. If our customer is an entrepreneur or a legal entity under public law or a special fund under public law, the registered office of our company (in Mainz) shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
2.4 The substantive law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
2.5 Should individual provisions of our General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions or the contract itself. The invalid provision shall be deemed to be replaced by a valid provision which comes closest to the economic interest of the parties at the time of conclusion of the contract. This also applies to gaps in the contract.
Gebr. Alexander, Rhein. Musikinstrumentenfabrik GmbH · Robert-Koch-Straße 10 · 55129 Mainz, Germany
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