General Terms and Conditions

General Terms and Conditions of Delivery and Payment of Fey Druckluft GmbH & Co. KG

 

I. General

The following terms of delivery and payment apply exclusively to the business relationship with our commercial customers. Deviating general terms and conditions of the customer are only binding for us if we have confirmed them in writing. Our terms and conditions shall apply to current and future business transactions, even if no special reference is made to the validity of our terms and conditions within the framework of an existing business relationship on the occasion of individual order processing.

II. Conclusion of contract

1) Our offers are non-binding. Unless otherwise agreed, we shall be bound by specially prepared offers for a period of one month from the date of the offer. Information provided verbally or by telephone by our employees or representatives is non-binding and requires written confirmation to be valid. Weight and quantity specifications in the documents, illustrations and drawings enclosed with the offer are only approximate values, unless they are expressly designated as binding. Cost estimates, drawings, plans and other documents are to be treated confidentially and may not be reproduced or made accessible to third parties without our consent. The drawings, plans and sketches sent with the offer must be returned immediately without being asked if an order is not placed.
2) Orders shall not be deemed accepted until they have been confirmed by us in writing. In the event of immediate delivery, the invoice shall be deemed to be the order confirmation.
3) Other terms and conditions, in particular the buyer's general terms and conditions of purchase, shall not apply, even if they are not expressly rejected in another form; the buyer recognises our terms and conditions by accepting the goods, even if he had designated his terms and conditions of purchase as exclusive.

III. Prices

1) Unless otherwise agreed, our prices are quoted ex works or, in the case of direct delivery, ex works plus the respective statutory value added tax excluding packaging, customs, postage, freight costs, insurance, other shipping costs and installation and assembly costs. The minimum order value is 25.00 euros, below which we are entitled to charge a minimum quantity surcharge. We reserve the right to change prices if there are more than 4 months between the conclusion of the contract and the agreed delivery date. If the material / labour or manufacturing costs increase during this period, we are entitled to charge the prices valid on the day of delivery.
2) Express shipments are carriage forward regardless of value and no credit note will be issued for the difference between freight and express freight costs.

IV. Delivery

1) Our delivery dates are non-binding unless a delivery time has been firmly agreed. The delivery period shall commence upon dispatch of the order confirmation, but not before the customer has provided any documents, design drawings and authorisations to be procured by us. The delivery time shall be deemed to have been met with the timely notification of readiness for dispatch if dispatch becomes impossible or is delayed through no fault of our own. We are entitled to make partial deliveries unless the customer can prove that partial fulfilment is of no interest to him.
2) If the agreed delivery time is exceeded by more than 4 weeks, the customer shall be entitled to set us a period of grace of at least 2 weeks and, if this period expires without result, to declare cancellation of the contract in writing within 2 weeks. Claims for damages by the customer are excluded unless we are responsible for the delay in delivery at least through gross negligence. The customer's claim for damages shall be limited to the typical, foreseeable damage.
3) In the event of delays in delivery due to force majeure and other events for which we are not responsible, such as labour disputes, material or energy shortages, war or operational disruptions, we shall be entitled to extend the delivery period by the duration of the hindrance plus a reasonable start-up time. The customer must be informed of the circumstances immediately. If an obstacle for which we are not responsible lasts longer than 3 months, both parties to the contract are entitled to withdraw from the contract to the exclusion of further rights. Partial deliveries already made shall then be deemed to be an independent transaction.
4) In the case of direct delivery, the risk shall pass to the customer as soon as the goods leave the manufacturer's works, otherwise on notification of readiness for dispatch. Packaging shall be charged at the applicable prices and shall be at our discretion. In the absence of special instructions from the customer, the choice of transport route and means of transport shall be made at our best discretion, without any guarantee of the cheapest and fastest transport.

V. Warranty, liability for defects

1) Warranty claims shall become time-barred after one year, unless longer periods are prescribed by law. For used goods delivered by us, the warranty for condition and quality is excluded - insofar as legally permissible.
2) Complaints due to the delivery of missing or short quantities as well as complaints due to recognisable defects must be notified to us in writing within 8 days of receipt of the goods at the latest. Defects that cannot be recognised even after careful inspection must be reported in writing immediately after discovery.
3) Cancellation and reduction as well as claims for damages, in particular also those due to loss of profit or any consequential damage, are excluded as agreed. Instead, the customer shall acquire the right to rectification of defects and, if this is not possible, to replacement with goods of the same type that are free of defects. If we declare that we are unable to either repair or replace the goods, the customer shall be entitled to cancellation of the contract. All further claims, in particular claims for damages, are excluded in any case.
4) In order to enable us to check whether the rectification of defects should be carried out, the customer is obliged to deliver the rejected goods to us free of charge. The above-mentioned rules for the warranty shall also apply mutatis mutandis to claims under contracts for work and labour. All claims for damages are also excluded in the case of contracts for work and labour. The assertion of warranty claims does not constitute a right of retention or a right of set-off against our purchase price claims or claims for remuneration from contracts for work and services.
5) The warranty shall also be excluded if it should transpire that a defect in the purchased item is due to improper use, faulty assembly or faulty commissioning by third parties or the customer himself, natural wear and tear, faulty handling, improper maintenance, unsuitable operating conditions, chemical, electrochemical or electrical influences - unless we are responsible for these. We are also not liable for improper rectification of defects by the customer or third parties or for modifications to the purchased item made without our consent.

VI. Cancellation

1) If the buyer does not fulfil his obligations arising from a contract concluded with us, in particular if payment of amounts due is not made as agreed or if the buyer's financial situation demonstrably deteriorates considerably after conclusion of the contract, we shall be entitled, subject to the rights to which we are otherwise entitled, to withdraw from the contract without the need to set a deadline or grace period.
2) Furthermore, we shall be entitled to withdraw from the contract if unforeseen events within the meaning of Section III of the Terms and Conditions of Delivery occur, insofar as they significantly change the economic significance or the content of the services or have a lasting effect on our business. The same shall apply in the event that it subsequently becomes impossible to fulfil the order, in particular in the case of overseas deliveries, if the goods do not arrive at the port of destination or do not arrive in full or in an unusable condition.
3) Any claims for damages by the buyer due to such a cancellation are excluded.
4) The buyer may withdraw from the contract if the entire performance becomes definitively impossible for us before the transfer of risk. He may also withdraw from the contract if, in the case of an order for similar items, the fulfilment of part of the delivery becomes impossible in terms of quantity and he has a justified interest in refusing a partial delivery; if this is not the case, he may only reduce the consideration accordingly.
5) If there is a delay in performance within the meaning of Section IV of the Terms and Conditions of Delivery and the Buyer grants us a reasonable grace period with the express declaration that he will refuse to accept the performance after expiry of this period, the Buyer shall be entitled to withdraw from the contract.
6) If the impossibility occurs during the delay in acceptance or through the fault of the buyer, the buyer shall remain obliged to counter-performance.
7) Return deliveries require our written authorisation. Only the current value can be credited for obsolete and used equipment. In the case of return deliveries, a processing fee of 25% will be deducted from the credit note.

VII. Retention of title

1) All goods delivered by us shall remain our property until full payment of all outstanding claims arising from the business relationship, including costs and interest. In the case of a current account, the retention of title is agreed as security for the outstanding balance. However, at the customer's request, we shall be obliged to transfer the goods to which we have reserved title to the customer at our discretion to the extent that the value of the delivery subject to retention of title exceeds the value of the claim to be secured by more than 20%. The retention of title shall also extend to resold goods and shall also apply if the goods are combined or mixed with materials or objects that do not belong to us. In such a case, we shall acquire co-ownership in the ratio of the invoice value of the goods subject to retention of title to the value of the new item. The handover is replaced by the fact that the customer stores the item for us.
2) The customer is revocably authorised to sell the goods subject to retention of title in the ordinary course of business. Any other disposal, in particular pledging or transfer by way of security to third parties, is not permitted to the customer. The customer must inform us immediately of any seizures, confiscations and other measures by third parties and provide us with the assistance necessary to safeguard our rights.
3) In the event of the resale of deliveries which are subject to our retention of title, the customer hereby assigns to us by way of security all claims arising from the sale up to the amount of the invoice, whereby the assignment is hereby accepted by us. Insofar as the customer collects the assigned claim himself, this shall only be done on a fiduciary basis with the obligation to return the collected proceeds to us immediately. Should we demand this, the customer shall be obliged to inform his customers of the assignment. In order to safeguard our rights arising from the retention of title vis-à-vis our customer's buyer, the customer is obliged to provide all information required for this purpose. We are further entitled, subject to the provision of Section 107 (2) InsO, to demand the return of the reserved goods and to collect them from the customer. Under the above conditions, the customer has no right to possession. The taking back of goods shall always be by way of security and shall not be deemed a cancellation of the contract unless this is expressly declared by us in writing.

VIII. Payment, default

1) Unless otherwise agreed, payments shall be made 30 days after the invoice date without any deductions. Payment by bill of exchange requires a special agreement. Cheques shall only be accepted subject to reservation and shall only be deemed payment after final crediting. The customer shall be in default of payment 30 days after receipt of the invoice, even without a reminder, but no later than 30 days after delivery. From the time of default, we shall be entitled to charge 8% interest on arrears above the respective base rate. We reserve the right to assert a higher claim for damages caused by default if proof is provided.
2) The customer shall only be entitled to offset or assert a right of retention if the counterclaim has been legally established, recognised by us or is undisputed.

IX. Place of fulfilment / place of jurisdiction

1) The law of the Federal Republic of Germany shall apply exclusively to these terms and conditions and all present and future legal relationships with our commercial customers. The place of fulfilment for all mutual obligations arising from the contractual relationship is our registered office.
2) If the customer is a merchant, a legal entity under public law or the holder of a special fund under public law, Hanover shall be the exclusive place of jurisdiction for all disputes arising from the contractual relationship.

X. Final clause

Should one or more of the above provisions be or become invalid in whole or in part, this shall not affect the legal validity of the remaining provisions. A clause that becomes invalid shall be replaced by a clause that comes closest to the economic and legal purpose.

 

Status January 2006