Terms and Conditions
Mechanical And Industrial Construction FELD GmbH
1 Application of the conditions
(1) The deliveries, services and offers of the contractor (= AN) are made exclusively on the basis of these terms and conditions. These also apply to all future business relationships, even if they are not expressly agreed again. These conditions are considered accepted at the latest when the goods or services are received. Counter-confirmations by the buyer with reference to his business or purchase conditions are hereby rejected.
(2) All agreements made between the AN and the client (= AG) for the purpose of executing this contract must be set down in writing.
2 Offer and conclusion of contract
(1) The offers of the AN are subject to change and non-binding. Declarations of acceptance and all orders require the contractor's written or telex confirmation to be legally effective.
(2) Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in writing.
(3) The sales employees of the Contractor are not authorized to make verbal side agreements or to give verbal assurances that go beyond the content of the written contract.
3 prices
(1) Unless otherwise stated, the Contractor is bound to the prices contained in its offers for 30 days from the date of the offer. Otherwise, the prices specified in the contractor's order confirmation plus the respective statutory sales tax are decisive. Additional deliveries and services will be charged separately.
(2) Unless otherwise agreed, the prices are FOB warehouse (location) including normal packaging.
4 Delivery and service time
(1) Delivery dates or deadlines that can be agreed as binding or non-binding must be in writing.
(2) Delays in delivery and performance due to force majeure and events that not only temporarily make delivery significantly more difficult or impossible for the Contractor - this includes in particular strikes, lockouts, official orders, etc., even if they are with the Contractor's suppliers or their subcontractors occur, the Contractor is not responsible even for bindingly agreed deadlines and dates. They entitle the Contractor to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part not yet fulfilled.
(3) If the disability lasts longer than three months, the AG is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled. If the delivery time is extended or the contractor is released from his obligation, the AG cannot derive any claims for damages from this. The Contractor can only rely on the circumstances mentioned if he notifies the Client immediately.
(4) If the Contractor is responsible for non-compliance with bindingly agreed deadlines and dates or is in default, the Client is entitled to compensation for delay in the amount of 1/2% for each completed week of the delay, but in total up to a maximum of 5% the invoice value of the deliveries and services affected by the delay. Claims beyond this are excluded unless the delay is due to at least gross negligence on the part of the contractor.
(5) The Contractor is entitled to make partial deliveries and partial performance at any time, unless the partial delivery or partial performance is of no interest to the AG.
(6) Compliance with the contractor's delivery and performance obligations presupposes the timely and proper fulfillment of the client's obligations.
(7) If the client defaults on acceptance, the contractor is entitled to demand compensation for the damage it incurs; with the onset of default in acceptance, the risk of accidental deterioration and accidental loss passes to the AG.
5 Passing of risk
The risk passes to the AG as soon as the consignment has been handed over to the person carrying out the transport or has left the AN's warehouse for the purpose of dispatch. If the shipment is delayed at the request of the AG, the risk passes to him when the readiness for dispatch is reported.
6 Client's rights due to defects
(1) The products are delivered free of manufacturing and material defects; the deadline for asserting claims for defects is one year from delivery of the products.
(2) If the AN's operating or maintenance instructions are not followed, changes are made to the products, parts are replaced or consumables are used that do not meet the original specifications, claims for defects in the products shall lapse if the AG makes a corresponding substantiated claim that only one of these circumstances caused the defect, not refuted.
(3) The AG must notify the Contractor's customer service management of defects immediately, but at the latest within one week after receipt of the delivery item. Defects that cannot be discovered within this period even after careful inspection must be reported to the Contractor in writing immediately after discovery.
(4) In the event of a notification by the AG that the products are defective, the Contractor shall choose, at its own expense and at its own expense, that:
a) the defective part or device is sent to the Contractor for repair and subsequent return;
b) the AG has the defective part or device ready and a service technician from the Contractor is sent to the AG to carry out the repair.
If the client requests that rectification work be carried out at a location determined by him, the contractor can correspond to these publishers, whereby parts exchanged are not charged, while working hours and travel costs are to be paid at the standard rates of the contractor.
(5) If the rectification fails after a reasonable period of time, the client can choose to have the remuneration reduced or withdraw from the contract.
(6) Liability for normal wear and tear is excluded.
(7) Claims due to defects against the contractor are only available to the direct client and are not transferable.
7 Retention of title
(1) Until the fulfillment of all claims (including all balance claims from current account) that the AN is entitled to for any legal reason against the AG now or in the future, the AN will be granted the following security, which he will release upon request at his choice, insofar as you Value that exceeds the claims sustainably by more than 20%.
(2) The goods remain the property of the Contractor. Processing or transformation is always carried out for the contractor as the manufacturer, but without any obligation for him. If the (co-) ownership of the AN expires due to a connection, it is already agreed that the (co-) ownership of the AG in the uniform item shall pass to the AN in terms of value (invoice value). The AG keeps the (joint) ownership of the AN free of charge. Goods in which the contractor is entitled to (co-) ownership are hereinafter referred to as reserved goods.
(3) The AG is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or collateral assignments are inadmissible. As a precautionary measure, the AG transfers the claims arising from the resale or another legal reason (insurance, unlawful act) with regard to the reserved goods (including all balance claims from current account) to the Contractor. The Contractor revocably authorizes him to collect the claims assigned to the Contractor for his account in his own name. This direct debit authorization can only be revoked if the AG does not properly meet its payment obligations.
(4) If third parties access the goods subject to retention of title, in particular attachments, the AG will point out the property of the AN and notify the latter immediately so that the AN can assert its property rights. If the third party is unable to reimburse the AN for the judicial or extrajudicial costs incurred in this connection, the AG is liable for this.
(5) In the event of behavior contrary to the contract of the AG - in particular delay in payment - the Contractor is entitled to withdraw from the contract and to demand the reserved goods.
(1) The deliveries, services and offers of the contractor (= AN) are made exclusively on the basis of these terms and conditions. These also apply to all future business relationships, even if they are not expressly agreed again. These conditions are considered accepted at the latest when the goods or services are received. Counter-confirmations by the buyer with reference to his business or purchase conditions are hereby rejected.
(2) All agreements made between the AN and the client (= AG) for the purpose of executing this contract must be set down in writing.
2 Offer and conclusion of contract
(1) The offers of the AN are subject to change and non-binding. Declarations of acceptance and all orders require the contractor's written or telex confirmation to be legally effective.
(2) Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in writing.
(3) The sales employees of the Contractor are not authorized to make verbal side agreements or to give verbal assurances that go beyond the content of the written contract.
3 prices
(1) Unless otherwise stated, the Contractor is bound to the prices contained in its offers for 30 days from the date of the offer. Otherwise, the prices specified in the contractor's order confirmation plus the respective statutory sales tax are decisive. Additional deliveries and services will be charged separately.
(2) Unless otherwise agreed, the prices are FOB warehouse (location) including normal packaging.
4 Delivery and service time
(1) Delivery dates or deadlines that can be agreed as binding or non-binding must be in writing.
(2) Delays in delivery and performance due to force majeure and events that not only temporarily make delivery significantly more difficult or impossible for the Contractor - this includes in particular strikes, lockouts, official orders, etc., even if they are with the Contractor's suppliers or their subcontractors occur, the Contractor is not responsible even for bindingly agreed deadlines and dates. They entitle the Contractor to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part not yet fulfilled.
(3) If the disability lasts longer than three months, the AG is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled. If the delivery time is extended or the contractor is released from his obligation, the AG cannot derive any claims for damages from this. The Contractor can only rely on the circumstances mentioned if he notifies the Client immediately.
(4) If the Contractor is responsible for non-compliance with bindingly agreed deadlines and dates or is in default, the Client is entitled to compensation for delay in the amount of 1/2% for each completed week of the delay, but in total up to a maximum of 5% the invoice value of the deliveries and services affected by the delay. Claims beyond this are excluded unless the delay is due to at least gross negligence on the part of the contractor.
(5) The Contractor is entitled to make partial deliveries and partial performance at any time, unless the partial delivery or partial performance is of no interest to the AG.
(6) Compliance with the contractor's delivery and performance obligations presupposes the timely and proper fulfillment of the client's obligations.
(7) If the client defaults on acceptance, the contractor is entitled to demand compensation for the damage it incurs; with the onset of default in acceptance, the risk of accidental deterioration and accidental loss passes to the AG.
5 Passing of risk
The risk passes to the AG as soon as the consignment has been handed over to the person carrying out the transport or has left the AN's warehouse for the purpose of dispatch. If the shipment is delayed at the request of the AG, the risk passes to him when the readiness for dispatch is reported.
6 Client's rights due to defects
(1) The products are delivered free of manufacturing and material defects; the deadline for asserting claims for defects is one year from delivery of the products.
(2) If the AN's operating or maintenance instructions are not followed, changes are made to the products, parts are replaced or consumables are used that do not meet the original specifications, claims for defects in the products shall lapse if the AG makes a corresponding substantiated claim that only one of these circumstances caused the defect, not refuted.
(3) The AG must notify the Contractor's customer service management of defects immediately, but at the latest within one week after receipt of the delivery item. Defects that cannot be discovered within this period even after careful inspection must be reported to the Contractor in writing immediately after discovery.
(4) In the event of a notification by the AG that the products are defective, the Contractor shall choose, at its own expense and at its own expense, that:
a) the defective part or device is sent to the Contractor for repair and subsequent return;
b) the AG has the defective part or device ready and a service technician from the Contractor is sent to the AG to carry out the repair.
If the client requests that rectification work be carried out at a location determined by him, the contractor can correspond to these publishers, whereby parts exchanged are not charged, while working hours and travel costs are to be paid at the standard rates of the contractor.
(5) If the rectification fails after a reasonable period of time, the client can choose to have the remuneration reduced or withdraw from the contract.
(6) Liability for normal wear and tear is excluded.
(7) Claims due to defects against the contractor are only available to the direct client and are not transferable.
7 Retention of title
(1) Until the fulfillment of all claims (including all balance claims from current account) that the AN is entitled to for any legal reason against the AG now or in the future, the AN will be granted the following security, which he will release upon request at his choice, insofar as you Value that exceeds the claims sustainably by more than 20%.
(2) The goods remain the property of the Contractor. Processing or transformation is always carried out for the contractor as the manufacturer, but without any obligation for him. If the (co-) ownership of the AN expires due to a connection, it is already agreed that the (co-) ownership of the AG in the uniform item shall pass to the AN in terms of value (invoice value). The AG keeps the (joint) ownership of the AN free of charge. Goods in which the contractor is entitled to (co-) ownership are hereinafter referred to as reserved goods.
(3) The AG is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or collateral assignments are inadmissible. As a precautionary measure, the AG transfers the claims arising from the resale or another legal reason (insurance, unlawful act) with regard to the reserved goods (including all balance claims from current account) to the Contractor. The Contractor revocably authorizes him to collect the claims assigned to the Contractor for his account in his own name. This direct debit authorization can only be revoked if the AG does not properly meet its payment obligations.
(4) If third parties access the goods subject to retention of title, in particular attachments, the AG will point out the property of the AN and notify the latter immediately so that the AN can assert its property rights. If the third party is unable to reimburse the AN for the judicial or extrajudicial costs incurred in this connection, the AG is liable for this.
(5) In the event of behavior contrary to the contract of the AG - in particular delay in payment - the Contractor is entitled to withdraw from the contract and to demand the reserved goods.
8 payment
(1) Unless otherwise agreed, the contractor's invoices are payable without deduction 60 days after the invoice has been issued.
The Contractor is entitled to credit payments against his older debts, despite the contrary provisions of the Client, and will inform the Client about the type of settlement made. If costs and interest have already arisen, the Contractor is entitled to offset the payment first against the costs, then against the interest and finally against the main service.
(2) A payment is only deemed to have been made when the Contractor can dispose of the amount. In the case of checks, payment is only deemed to have been made when the check is cashed.
(3) If the AG is in arrears, the Contractor is entitled to claim from the relevant point in time as interest at a rate of 8 percentage points above the base rate as a lump sum. They are to be set lower if the client proves a lower burden; evidence of higher damage by the contractor is permitted.
(4) If the Contractor becomes aware of circumstances that question the creditworthiness of the AG, in particular does not cash a check or suspend its payments, or if the Contractor becomes aware of other circumstances that question the creditworthiness of the AG, then the Contractor entitled to pay the entire remaining debt, even if he has accepted checks. In this case, the Contractor is also entitled to request advance payments or security.
(5) The AG is only entitled to offset, withhold or reduce, even if complaints or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. However, the AG is also entitled to retention due to counterclaims from the same contractual relationship.
9 design changes
The contractor reserves the right to make design changes himself at any time; however, he is not obliged to make such changes to products that have already been delivered.
10 patents
(1) The AN will indemnify the AG and its customers for claims arising from violations of copyrights, brands or patents, unless the draft of a delivery item comes from the AG. The contractor's indemnification obligation is limited in amount to the foreseeable damage.
An additional prerequisite for the exemption is that the contractor is left to manage legal disputes and that the alleged infringement is attributable exclusively to the construction of the delivery items of the contractor without connection or use with other products.
(2) The Contractor has the right to free himself from the obligations assumed in Paragraph 1 by either:
(a) obtain the necessary licenses for the allegedly infringed patents, or
b) provides the AG with a modified delivery item or parts thereof which, in the event of an exchange for the infringing delivery item or part thereof, eliminate the allegation of injury with respect to the delivery item.
11 confidentiality
Unless otherwise expressly agreed in writing, the information submitted to the Contractor in connection with orders is considered confidential.
12 liability
(1) Claims for damages are excluded regardless of the type of breach of duty, including unlawful acts, unless there is willful or grossly negligent action.
(2) In the event of a breach of essential contractual obligations, the Contractor is liable for any negligence, but only up to the amount of the foreseeable damage. Claims for lost profit, saved expenses, third party claims for damages as well as for other indirect and consequential damages cannot be demanded unless a quality feature guaranteed by the contractor is intended to protect the AG against such damage.
(1) The limitations and exclusions of liability in paragraphs 1 and 2 do not apply to claims that have arisen due to fraudulent behavior on the part of the Contractor, as well as liability for guaranteed quality features, for claims under the Product Liability Act and damage from life injury Body or health.
(4) Insofar as the contractor's liability is excluded or limited, this also applies to employees, workers, representatives and vicarious agents of the seller.
13 Applicable law, place of jurisdiction, partial nullity
(1) The law of the Federal Republic of Germany applies to these terms and conditions and the entire legal relationship between AN and AG. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply.
(2) As far as the AG merchant, legal person under public law or
is a special fund under public law, Beckum is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
(3) Should a loading
(1) Unless otherwise agreed, the contractor's invoices are payable without deduction 60 days after the invoice has been issued.
The Contractor is entitled to credit payments against his older debts, despite the contrary provisions of the Client, and will inform the Client about the type of settlement made. If costs and interest have already arisen, the Contractor is entitled to offset the payment first against the costs, then against the interest and finally against the main service.
(2) A payment is only deemed to have been made when the Contractor can dispose of the amount. In the case of checks, payment is only deemed to have been made when the check is cashed.
(3) If the AG is in arrears, the Contractor is entitled to claim from the relevant point in time as interest at a rate of 8 percentage points above the base rate as a lump sum. They are to be set lower if the client proves a lower burden; evidence of higher damage by the contractor is permitted.
(4) If the Contractor becomes aware of circumstances that question the creditworthiness of the AG, in particular does not cash a check or suspend its payments, or if the Contractor becomes aware of other circumstances that question the creditworthiness of the AG, then the Contractor entitled to pay the entire remaining debt, even if he has accepted checks. In this case, the Contractor is also entitled to request advance payments or security.
(5) The AG is only entitled to offset, withhold or reduce, even if complaints or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. However, the AG is also entitled to retention due to counterclaims from the same contractual relationship.
9 design changes
The contractor reserves the right to make design changes himself at any time; however, he is not obliged to make such changes to products that have already been delivered.
10 patents
(1) The AN will indemnify the AG and its customers for claims arising from violations of copyrights, brands or patents, unless the draft of a delivery item comes from the AG. The contractor's indemnification obligation is limited in amount to the foreseeable damage.
An additional prerequisite for the exemption is that the contractor is left to manage legal disputes and that the alleged infringement is attributable exclusively to the construction of the delivery items of the contractor without connection or use with other products.
(2) The Contractor has the right to free himself from the obligations assumed in Paragraph 1 by either:
(a) obtain the necessary licenses for the allegedly infringed patents, or
b) provides the AG with a modified delivery item or parts thereof which, in the event of an exchange for the infringing delivery item or part thereof, eliminate the allegation of injury with respect to the delivery item.
11 confidentiality
Unless otherwise expressly agreed in writing, the information submitted to the Contractor in connection with orders is considered confidential.
12 liability
(1) Claims for damages are excluded regardless of the type of breach of duty, including unlawful acts, unless there is willful or grossly negligent action.
(2) In the event of a breach of essential contractual obligations, the Contractor is liable for any negligence, but only up to the amount of the foreseeable damage. Claims for lost profit, saved expenses, third party claims for damages as well as for other indirect and consequential damages cannot be demanded unless a quality feature guaranteed by the contractor is intended to protect the AG against such damage.
(1) The limitations and exclusions of liability in paragraphs 1 and 2 do not apply to claims that have arisen due to fraudulent behavior on the part of the Contractor, as well as liability for guaranteed quality features, for claims under the Product Liability Act and damage from life injury Body or health.
(4) Insofar as the contractor's liability is excluded or limited, this also applies to employees, workers, representatives and vicarious agents of the seller.
13 Applicable law, place of jurisdiction, partial nullity
(1) The law of the Federal Republic of Germany applies to these terms and conditions and the entire legal relationship between AN and AG. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply.
(2) As far as the AG merchant, legal person under public law or
is a special fund under public law, Beckum is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
(3) Should a loading
Contact to FELD
Maschinen- und Industriebau FELD GmbH
Winkelfeld 3-7
D-45739 Oer-Erkenschwick / GERMANY
| Phone: | +49 (0) 2368 / 98 89-0 |
| Fax: | +49 (0) 2368 / 98 89-27 |
| E-Mail: | info@maschinenbau-feld.de |