These and only these Conditions of Purchase shall apply tp the orders of FEAS GmbH. Confirmation or execution of the order is deemed to be acknowledgement of these Conditions of Purchase. Conditions of the supplier that differ from, or supplement these Conditions of Purchase shall not be binding on FEAS GmbH, even if FEAS raises no objection. This shall also apply in the event that the supplier states that he wishes to supply goods only on his conditions. Other conditions and deviations from these conditions of purchase shall have no effect, unless they are approved in writing by FEAS. The effectiveness of other conditions cannot be derived from the acceptance of the goods.
Ordering and confirmation of order
Orders by FEAS GmbH shall not be valid unless they are in writing. Deviations from the provision concerning ordering shall only be valid if special reference is made to them in the confirmation of the order and if they are thereafter acknowledged by FEAS in writing. The supplier shall confirm orders without delay giving details of order number and account allocation.
The agreed delivery dates are binding. If the supplier is in delay in his delivery, FEAS shall - without granting a period of grace - at its election be entitled to demand subsequent delivery and damages due to delayed delivery or, instead of performance, to demand damages for non-fulfilment, or to withdraw from the contract. If a contractual penalty is agreed on in the event of delayed delivery, FEAS‘s right to withdraw from the contract and/ or assert more extensive claims shall remain unaffected. FEAS can demand such contractual penalty even if the delivery or performance is accepted without any particular reservation. If it becomes evident that delivery dates cannot be adhered to, the supplier shall contact FEAS without delay. This shall have no effect on the rights of FEAS.
The address of FEAS GmbH to which rail and postal consignments are to be sent must be strictly observed. As soon as the goods are shipped, a dispatch note must be sent to FEAS in duplicate with details of the order number and account allocation. Consignment notes or waybills and delivery notes must also contain the aforementioned details. In the case of consignments sent by railway wagon which are charged by weight, the consignment note or waybill for inward freight must show the gross and net weights in the Form of the official weighing note of the station of departure. All consignments which FEAS receives through the agency of forwarding agent will be acknowledged with respect to quantity, weight and quality only in accordance with the findings of FEAS. If the consignment papers are missing, the consignment shall be stored at the expense and risk of the supplier until receipt of the papers. FEAS shall take out transport insurance cover itself. As a result, no insurance fees charged by the supplier shall be paid.
Acceptance and taking delivery of the goods
Cases of force majeure, strikes and look-outs shall entitle FEAS to postpone acceptance accordingly. The goods shall be accepted - in the due course of business - without delay after receipt or commissioning, insofar as delivery is in accordance with the terms of the contract. Deliveries that exceed or are less than the agreed amounts are excluded.
If packaging is charged, credit shall be given for the charged amount in the case of freight paid Returned goods.
Unless otherwise agreed, the warranty period is one year from acceptance of the goods. If commissioning takes place later than acceptance, the warranty period shall begin on the day of commissioning. The agreed warranty period begins to run anew in the case of replacements. The supplier shall waive his right to raise an objection on the basis of delayed notification of ascertained defects. In a warranty case, FEAS can, at its election, assert the statutory warranty claims or demand rectification. In the case of rectification, the supplier undertakes, without delay, to remedy at his cost and with free delivery, all defects, which shall include the lack of warranted characteristics regarding kind, quality and extent which are in particular attributable to faulty or inferior material, defective execution or workmanship or design, or to replace parts affected thereby. In urgent cases or in the event that the supplier is in delay in fulfilling his warranty obligation, FEAS shall also be entitled, at the supplier‘s cost, to remedy the defects itself or have them remedied, or to procure replacements. FEAS shall, on the basis of its own reasonably exercised discretion, decide when a case is urgent as defined above. Changes in the kind of composition of processed materials or in the design compared with earlier, similar supplies and services shall be submitted to FEAS for approval before commencement of production. FEAS is not obliged to examine deliveries and services for similarity after receipt.
Drawings and models
Models, forging dies, tools, gauges, templates and drawings provided by FEAS or made at the cost of FEAS shall remain the property of FEAS. As long as they are in the custody of the supplier, they must be insured against theft and fire at no cost to FEAS. This shall also apply to materials made available by FEAS. Models or drawings that are missing on receipt of the order must be requested with the acknowledgement of receipt, any documents provided by FEAS must be returned at once on completion of the order even if their return is not requested.
Industrial property rights
The supplier guarantees that the supplied item is not subject to any industrial property rights of third parties. In the case of an infringement of such rights, the supplier shall, for the duration of their validity, be obliged to make compensation for all damage suffered by FEAS and third parties. In such a case, FEAS shall also be entitled, at the cost of the supplier, to procure from the owner of such rights the necessary consent for supply, commissioning, use, resale, etc., of the supplied item.
Conditions of payment
Unless otherwise agreed, payment including value added tax, shall, at the election of FEAS, be made within 10 days after receipt of the goods and of the invoice subject to 2% discount, or 30 days after receipt of the goods and invoice on a net basis. The date of the receipt stamp of the address of FEAS that is especially shown in the order letter shall be deemed to be the date of receipt of the invoice. However, the periods allowed for payment shall not begin before the agreed delivery date. We reserve the right to pay your invoice by means of a three month acceptance. Advance or interim payments shall not constitute acknowledgement that performance is in accordance with the contract. If FEAS makes a payment before the goods or services are handed over, the supplier shall, at the election of FEAS, be obliged to provide security in the amount of the payment or to transfer ownership in the item.
Applicable Law / Legal Venue
German law shall apply to all matters not covered by of the convention relating to a uniform law on the international sale of goods and the convention relating to a uniform law on the formation of contracts for the international Sale of Goods.
The place of performance for all reciprocal deliveries and services shall be for both parties Ahrensburg west-germany.