General Terms and Conditions

1. Offers and Conclusions of Contract

Any offers, conclusions of contract as well as additional agreements are subject to these General Conditions. These shall also be applicable even if they are not referred to in the future in the event of permanent business relations. Once our written confirmation has been accepted, these terms shall be considered as agreed. In the case of deviations a written confirmation shall be required and shall  otherwise be without obligation.

We herewith expressly oppose any purchase conditions by the customer. Even if we fail to oppose once more at contract conclusion, such conditions shall not be binding. These General Conditions shall be considered as accepted upon receipt of the goods or at the beginning of any service provision at the latest.

If any of the terms become ineffective the others shall remain applicable. Any ineffective terms shall be replaced by a separate agreement which must meet with the economic success of the former as much as possible. Any offers shall be without obligation.

 2. Prices

If not stipulated otherwise, our prices shall be calculated without turnover tax. Prices shall be FCA Nienburg (according to currently valid Incoterms), possible packing costs not included.

We reserve the right to calculate the prices as effective at the date of delivery or at the date of service provision.

Calculation shall be carried out according to the prices as mentioned in the order confirmation.

3. Dispatch

Dispatch shall always be effected subject to order and at the customer’s expense. Unless otherwise stipulated, the seller shall choose the means of transport and the way of transport, not including any liability for possible faults on the part of the company in charge.

Special requests the customer may have (e.g. rapid dispatch, special package, special forwarding agent) shall be allowed for as good as practicable, at an extra charge for possible additional costs. Any goods ready for dispatch must be called immediately, otherwise or in the event of dispatch being impossible we shall be entitled to store the goods at our own discretion and to calculate prices ex works.

4. Delivery and Delay of Delivery

In the event of force majeure, authority interferences, strike, lockout, other internal interruptions of any kind, later problems with respect to the procurement of goods, to the dispatch or transport of goods and also possible failure by one of our suppliers to exercise supply punctually and in due order and also of any failure on the part of the customer to punctually submit documents required we shall be entitled to defer and/or cancel any respective obligation of delivery.

In the event of default on our part an appropriate extension of time must be granted. After futile expiry of such the customer may withdraw from the contract.

Any further claims, in particular claims for compensation of any kind and also for compensation in the event of indirect damage, cannot be enforced by the customer in the course of delay, unless it is a question of intent or gross negligence. In any case claims for compensation shall be limited to forseeable damage.

Delivery periods and delivery dates shall only be fixed without obligation. Delivery period begins at the day of acceptation of order, however, not before all details with respect to execution of the order have been settled. If dispatch is possible without our fault the delivery period and the date of delivery shall be regarded as having been observed.

The delivery period, as agreed upon, shall be extended – irrespective of our rights with regard to any delay on the part of the customer – by the period of time corresponding with the period of delay as related to the present contract. This shall apply analogously in the event a date of delivery has been agreed upon.

 5. Transfer of Risks

As soon as the goods are dispatched ex works (in the case of EXW or FCA dispatch) or placed at the customer’s disposal (in the case of DDP, FOB, CIF), any risks shall be transferred to the customer. Terms of delivery according to currently valid Incoterms.

 6. Reservation of Title

Until fulfilment of all claims, also in the future, resulting from business relations with the customer, the goods will remain our property. The customer is obliged to store our goods separately and mark them (reservation goods).

Furthermore, the customer shall not be entitled to pledge the reservation goods or to pledge securities. The seller must be informed immediately about any seizure by other creditors.

As long as the customer’s payments are not delayed he shall be entitled to process the goods in the scope of business activities in good and due order or to sell them. If the reservation goods, as owned by the seller, are processed in such a way that they become mobile objects or if they are mixed with objects not owned by the seller, this will have to be by order of the seller only. However, this shall not be binding.

These objects will then become the seller’s property and/or co-property and shall be stored by the customer. Any claims arising from sale or further processing shall be ceded to the seller even now, at the invoice amount of the reserved goods or at the summarizing invoice amount the customer has been charged with, ranking before the rest.

As long as the customer meets his obligations the assignment shall be treated as a silent assignment and the customer shall be entitled to collect accounts.

Claiming for reservation of property and demanding surrender according to the present conditions shall not be regarded as withdrawal from contract.

If the value of security exceeds our claims by more than 20 %, the customer shall be entitled to demand release of security.

 7. Terms of Payment

Unless otherwise stipulated, payment must be effected within 30 days after date of invoice without any discounts. Acceptances eligible for discounting shall only be accepted subject to receipt and crediting their value shall be effected on the very day we are able to dispose of the equivalent value. Any costs including discount expenses shall be at the customer’s charge.

Delay of payment becomes effective, subject to preceding reminder, according to § 286 para. 3 BGB. We shall be entitled to claim for interest amounting to 8 % above basic interest. Herewith, claiming for compensation of a bigger damage shall not be excluded.

In the event of sale in foreign currency the customer shall have to bear the risk of exchange rate from the date of contract conclusion.

The customer can only enter claims which have been stated as undisputed and legally binding.

 8. Warranties

Warranties shall be in accordance with the legal regulations. Warranty period shall start at the date of delivery. If the the seller’s usage instructions are not observed, e.g. if the goods delivered are stored in a wrong manner, treated improperly or mixed with goods from other suppliers, if they are altered, parts are exchanged or materials are used, that do not comply with the original specifications, warranty shall not be applicable, unless the customer disproves the seller’s assertion that default originates from such circumstances.

Claims shall only be effective within 8 days after receipt of the goods at the customer. The seller must be informed immediately in writing after discovery of any defaults, which have not been spotted within this period, even after thorough inspection.

The customer must allow for redelivery or rectification. In the event of restitution failure, the customer may – irrespective of possible claims for compensation – reduce remuneration or withdraw from the contract.

Claims do not absolve from payment obligations. No  right of reservation shall be granted.

Any claims for compensation concerning supply of mobile goods shall come under the statute of limitation within one year from start of legal limitation period.

 9. Volume of Liabilities

Feralco Deutschland GmbH shall be liable in the event of intent or gross negligence according to the legal regulations. Furthermore, Feralco Deutschland GmbH shall only be liable according to the Product Liability Law due to violation of life, body or health or due to guilty violation of essential contract bindings or in the event of wilful deceit by Feralco Deutschland GmbH or in the event Feralco Deutschland GmbH has assumed liability for the quality of the delivered goods.

However, any claim for compensation with respect to violation of essential contract obligations shall be limited to damages foreseeable and typical of such contract. Liability for any damage to the customer’s legal property caused by the goods delivered, e.g. damage to other objects, shall be excluded. Regulations in sentences three and four of this paragraph shall not be applicable in the event of gross negligence or violation of life, body or health, or in the event of wilful deceit by the seller or if the seller has assumed liability for the quality of the delivered goods.

The regulation of the previous paragraph shall cover compensation besides performance and compensation instead of performance, no matter what legal reason, especially due to defects, violation of obligations from debenture or from tort. This also applies for compensation of futile expenses. However, liability for delay shall be subject to number 3 of these General Terms and Conditions.

10. Place of Fulfilment and Venue

As far as the customer’s payment obligations are concerned place of fulfilment shall be at Nienburg, as far as the seller’s obligations are concerned place of fulfilment shall be at the place of delivery.

The Law of the Federal Republic of Germany shall be applicable for these General Terms and Conditions and for all legal relations between the seller and the customer.

Venue shall be at Nienburg.