The general terms and conditions of the contract apply exclusively. FELA does not recognize any contractual clauses that contradict or deviate from these terms and conditions, not even through unconditional execution of the contract.
All orders and assignments as well as any special assurances by FELA require written confirmation by FELA. This form can only be used on the basis of written agreement.
Order processing is carried out by automated data processing. Unless otherwise stated in these Terms, the terms and definitions of INCOTERMS 2010 shall apply.
FELA reserves ownership and copyright to illustrations, drawings, calculations and other documents. They may not be made available to third parties.
If the order is made as an offer in accordance with 145 BGB, FELA may accept it within 12 working days.
Information within the meaning of paragraph 1 as well as in public statements of FELA, by manufacturers and its assistants (Section 434 I 3 BGB) shall only become part of the service description if this contract expressly refers to it.
Prices and terms of payment
The statutory value added tax is not included in the prices; it is shown separately in the legal amount.
Payments must be made within 8 days of the invoice date with a 2% discount or within 30 days net without any deduction in cash or by bank transfer.
Other forms of payment require a special written agreement. Costs incurred on both sides shall be borne by the customer.
The customer has a right to set-off or a right of retention only because of undisputed or legally established claims or claims.
If partial deliveries are reasonable for the customer, these can be made and invoiced.
The indication of delivery periods is in principle subject to the contractual cooperation of the customer. Compliance with FELA's delivery obligation presupposes the timely and proper fulfilment of the customer's obligations.
If FELA itself is not supplied, even though FELA has placed identical orders with reliable suppliers, FELA will be released from its obligation to perform and may withdraw from the contract.
If, after conclusion of the contract, it turns out that the customer does not offer sufficient guarantee for his solvency and that FELA's claim for payment is at risk, FELA is entitled to refuse delivery until the customer has made the payment or has provided security for it. If the payment or security is not made within 12 working days after a request for this, FELA is entitled to withdraw from the contract.
If the customer is in default with the call, acceptance or collection or if a delay in dispatch or delivery from him is responsible, FELA is entitled to demand a flat-rate cost equal to the local storage costs, regardless of whether FELA stores the goods with itself or a third party, without prejudice to further claims. The customer reserves the right to prove that no or less damage has been caused.
Place of performance and transfer of risk
If the obstructive circumstances continue one month after the expiry of the agreed delivery period, each side may withdraw from the contract. Further claims due to if FELA did not exceed the delivery period are excluded.
In the event of a delay in delivery, the customer is entitled to demand a flat-rate compensation for delay in the amount of 3% of the delivery value, a maximum of 10% of the delivery value, for each completed week. The customer may also set FELA in writing a reasonable grace period, which must be at least 15 working days. After their fruitless expiry, he is entitled to withdraw from the contract or to demand damages instead of the performance. Liability for damages is limited to 50% of the damage caused.
Paragraph 2 shall not apply if the delay is based on intent, gross negligence or a material breach of duty. It also does not apply if a fixed commercial transaction has been agreed.
FELA's liability for offences is governed by the provisions of Nos. 7 (5) to 7.
Insofar as THE liability of FELA is excluded or limited, this also applies to the personal liability of its employees, employees, employees, representatives and vicarious agents.
Accordingly, the right to withdrawal and reduction is concluded in accordance with the statutory provisions.
For claims for damages, the limitation period is one year, subject to Sections 438 No. 2, 479 of the German Civil Code (BGB).
For claims arising from the ProdHaftG and in cases of intent and gross negligence, the statutory limitation period remains.
Every processing or processing of the products supplied by FELA is carried out for FELA. In the case of processing or processing with foreign goods, FELA becomes co-owner of the newly created products in proportion to the value of their products to the other foreign goods used at the time of working or processing. The resulting products are considered to be reserved goods of FELA.
The customer, if he fulfils his payment obligations towards FELA, is entitled to resell the delivered or manufactured products in the ordinary course of business – only subject to retention of title. Pledges or transfer of security are not permitted. In the event of access by third parties to the goods subject to retention of title, the customer will point out the property of FELA and notify FELA immediately in writing. For the sake of security, the customer hereby assigns to FELA all claims due to it from the resale and the business relationship with its customers in connection with the resale with ancillary rights in the amount of the value of the delivered products.
The customer is revocably authorized and obliged to collect the assigned claims. If the customer does not comply with his payment obligation in accordance with the regulations, FELA is entitled at any time to notify the customer of the assignment and to take the goods subject to retention of title; unless expressly stated in writing, there inthisirate no withdrawal from the contract.
For the purpose of taking back the delivered products, the customer hereby irrevocably permits to enter his business and storage rooms unhindered and to take the delivered products with him.
FELA will release the collateral to the extent that its value exceeds the claims to be secured by more than 20% or their nominal value by more than 50%.
Intellectual Property Rights and Copyrights of Third Parties
FELA's above-mentioned obligations only exist if the customer immediately informs FELA of any claims against him, IF FELA reserves all defensive measures including out-of-court regulations and if the infringement is not caused by changing a product supplied by FELA, using it in a manner not described in FELA publications or using products not supplied by FELA. Subject to clause 7, this Provision contains all obligations of FELA in respect of claims relating to the infringement of industrial property rights or copyrights. FELA shall not be liable if the customer knew the right or the claim of the third party at the time of conclusion of the contract or was negligently unaware of it or if FELA has produced a delivery according to the customer's specifications or specifications.
These terms and conditions shall remain valid even in the event of any invalidity or unenforceability of individual provisions in their remaining parts.
The place of jurisdiction for all contractual claims and related to the concluded contract is Villingen-Schwenningen, provided that the customer is a merchant. This place of jurisdiction is not exclusive.
The law of the Federal Republic of Germany applies to the contract to the exclusion of the UN Convention on Contracts for the Sale of Goods
Villingen-Schwenningen, Nov 21, 2012