All our supplies, services and offers are provided exclusively on the basis of these conditions. Accordingly, they shall also apply to all future business relations, even if they are not expressly agreed upon in an individual instance. Deviations from our Terms shall be effective only if we confirm them in writing.
Offer and Conclusion of Contract
Our offers shall be subject to change without notice and shall not be binding on the basis of the relevant, most recent edition of our catalogues, brochures and price lists. Declarations of acceptance and all orders shall require our written confirmation to have legal effect. The same shall also apply to additions, modifications and subsidiary agreements. We shall be entitled to withdraw from a contract at any time without claims of any kind arising for the purchaser if after conclusion of the contract doubts concerning the creditworthiness of the purchaser become known to us.
Prices / Delivery
The stated prices shall be subject to change without notice. They are net prices in land-own currency, not including value added tax; the matter shall be shown separately for deliveries in Germany at the rate valid on the date of invoicing. All deliveries shall be made ex works in non-returnable packages, which we shall invoice at cost price.
Deliveries, Delivery Period and Time of Performance
The delivery dates and periods stated by us shall not be binding, unless otherwise agreed expressly in writing. If the delivery periods are exceeded the purchaser shall remain obligated to receive the goods subsequently.
We shall not be liable for delays in delivery and the performance of services caused by force major and/or events which render the delivery and performance substantially more difficult or make it impossible (e.g. material procurement-difficulties arising after conclusion of the contract, strikes, lockouts, staff shortages, etc.) even if the pertinent periods and deadlines have been agreed upon with binding force. Such circumstances shall entitle us to delay delivery or performance of services by the duration of the obstruction plus a fair reasonable running-in period or to withdraw from the contract entirely or in part because of the portion which has not been performed.
We shall be entitled to make partial deliveries and to perform partial services at any time. With respect to the quantities supplied, we shall be at liberty to deliver up to 10 percent more or less than the quantities ordered. The quantities supplied by us are on principle multiples of the packaging units stipulated in our price list applicable to the items ordered. The purchaser shall be obligated to accept correspondingly increased or decreased deliveries or, for smaller quantities than those stipulated as packing units, to accept a corresponding surcharge.
Passing of Risk
We supply goods (including carriage-paid deliveries) with duty and taxes unpaid and the risk and expense of the purchaser ex works. The risk shall pass to the purchaser as soon as the goods are handed over to the carrier in each case or have left our warehouse for purposes of shipment. – If shipment becomes impossible without any fault on our part the risk shall pass to the purchaser upon notification of readiness for dispatch.
The goods shall be subject to slight variations from the data specified in the catalogues; such slight variations shall not be deemed to be defects. The purchaser shall notify us immediately in writing of any defects but at the latest within one week after receipt of the goods. If notices of defects are submitted promptly and are justified, our warranty obligation shall be restricted to our choice of repair, replacement of the defective item or crediting of the purchase price. If we repair defects or supply new items, we shall repair or replace only those parts which exhibit a defect in the material or in the work done at our factory. All other warranty rights shall be excluded.
All additional costs shall be borne by the purchaser. – For such defects as are inherent in the material and do not become evident to us during processing, every warranty claim shall be excluded. We shall not be liable for direct or indirect consequential damage resulting from non-delivery or delayed delivery unless the matter is intentional or due to gross negligence. All return shipments of goods, regardless of the reason, shall require our previous approval in every individual case. The transportation costs for return shipments of goods shall be borne by the purchaser, and we shall simultaneously be entitled to charge the purchaser for the costs arising from the return shipments of goods e.g. sorting costs, etc. (amounting to at least 15 percent of the value of the goods) unless the reason for returning the goods has been intentional action or negligence on our part.
Claims for Damages
Claims for damages resulting from impossibility of performance, positive violation of a claim, negligence on conclusion of the contract or personal tort shall be excluded even if they are directed against our vicarious agents off officers.
Reservation of Ownership
Until satisfaction of all claims – including balances of accounts – against the purchaser and his affiliated companies to which we are entitled – for any legal reason whatever – now or in future, the following securities shall be accorded to us. Upon request we shall allow the purchaser to select the security if its value lastingly exceeds the claims by more than 20 percent. The goods shall remain our property. Processing or conversion shall always be performed for us as the manufacturer, but without always be performed for us as the manufacturer, but without obligation for us.
If any co-ownership to which we are entitled is terminated by connection or due to other legal provisions, it is already agreed at present that the value of the purchaser’s share in the co-ownership in the undivided object shall be transferred to us, calculated on the basis of the invoiced value. The purchaser shall preserve our jointly owned property without charge. He agrees to preserve our property/jointly owned property with the diligence of a prudent businessman in order to protect it against deterioration, diminution in value and loss and shall also do so vis-á-vis his customers. In the ordinary course of business, the purchaser shall be entitled to process and to sell the goods subject to reservation as long as he is not in default. Pledging or ownership-transfer of the aforesaid goods as security shall be unacceptable. By way of security, the purchaser transfers to us at present the full extent of any claims with respect to the goods acquired subject of these Terms of Delivery and Payment arising as the result of resale or any other legal grounds.
We hereby revocably empower him to enforce claims transferred to us for the account and in the name of his customers. On demand by us, the purchaser shall disclose the transfer of said claims and provide us with the required information and documents. If third parties attempt to attach the goods subject to reservation, the purchaser shall draw attention to our ownership and shall notify us of such acts immediately. – The costs and damages shall be borne by the purchaser. If the purchaser acts contrary to the terms of the contract – in particular, if in default of payment – we shall be entitled to repossess the goods subject to reservation at his expense or, where applicable, to demand transfer to us of his claims for return of the goods vis-á-vis third parties. Our repossession or attachment of the goods subject to reservation these shall not be deemed to be a rescission of the contract.
All invoices are to be paid – irrespective of the receipt of the goods – at the net-price rate within 14 days of the date of the invoice. All discounts are subject to prior agreements. It should be deducted from the gross amount of the invoice, i.e. the sum of the value of the goods, costs for additional services and value-added tax. All payments shall be made directly to us.
Our agents and sales representatives do not have the authority to collect. If the purchaser defaults in his payments we shall be entitled to charge interest from the start of the default at the interest rate normally calculated by the commercial banks for open current account credits, but at a rate at least 5 percent higher than the applicable discount rate of the Deutsche Bundesbank, plus the statutory value-added tax. If we learn of circumstances which give reason to question the purchaser’s creditworthiness, we shall be entitled to demand early payment of the total remaining balance of the debt, even if we have accepted checks of bills of exchange. We shall then also be entitled to demand payments in advance or provision of security.
Bills of exchange or checks submitted as payment shall not be regarded as received until they have been finally honored. All collection costs shall be borne by the purchaser. We not shall be liable for any disadvantages arising from submission or lodgement of a protest in improper form or after the relevant deadline. Rights to withhold payment until a claim on us shall be excluded with respect to our demands for payment; setoff with counterclaims shall be unacceptable. This shall apply in particular to rights and claims based on warranties.
Maintenance of Secrecy
Unless otherwise expressly agreed in writing, the information provided to us in connection with orders shall not be deemed to be confidential. Data provided to us in the course of handling the contract will be stored, observing the provisions of the (German) Privacy Act.
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 the headquarters of FEAS GmbH.
The legal venue shall be 22926 Ahrensburg - Germany.