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Terms and Conditions of Sale and Delivery
of FEBA AUTOMATION & Modulare Systeme GmbH
in Schmallenberg, Germany, regarding legal transactions with business owners
Our offers, order confirmations, deliveries and services shall be subject to our Terms and Conditions of Sale and Delivery (hereinafter the “Terms and Conditions”). Other terms and conditions shall only apply if they have been confirmed by us in writing. Upon acceptance of our goods or services at the latest, our Terms and Conditions shall be deemed to have been accepted. The Terms and Conditions as amended shall become part of contracts in future similar commercial transactions.
Unless expressly stated otherwise, offers shall be non-binding in all parts. Any documents provided in the context of an offer, such as illustrations, drawings, weights and dimensions, shall only be approximate unless they are expressly stated as binding. We reserve title and copyright in relation to cost quotations, drawings and other offer documents. These may only be disclosed to third parties with our consent.
3. Conclusion of contract / scope of delivery/ withdrawal:
Our written order confirmation shall be decisive for the conclusion of the contract and the scope of delivery. The order may also be confirmed together with the invoice. Side agreements and amendments shall require our written confirmation in order to be effective. Any increases in materials, price and wages, including any price increases from our upstream suppliers – even if such increases occur after the order has been placed and accepted – shall entitle us to invoice for such increases in cost if the goods are delivered to the customer four months from conclusion of contract, i.e. from receipt of the written order confirmation by the customer, or if the agreed service is to be performed after these four months. We shall be entitled to demand cash on delivery, advance payment or to withdraw from the contract, if the economic situation or the financial circumstances of the customer have subsequently deteriorated to an extent that renders the performance of the contract no longer reasonable.
4. Prices and payment/ minimum quantity surcharge:
Prices shall be non-binding. They are quoted in relation to the respective quantities offered or confirmed, exclusive of value added tax, for delivery ex works, excluding boxes for packaging as well as shipping and insurance. We charge the prices applicable on the delivery day. We shall be entitled to invoice the customer for the cost of test parts, samples and tools required to manufacture test and serial parts. Regardless of the goods having been received, our invoices shall be payable within 30 days from the date of invoice strictly net without any deduction, or within 10 days from the date of invoice with a 2% cash discount. If the customer is in default with payment of our justified demands, we shall be entitled to delay the performance of our own obligations until the overdue payments have been made. The customer may only offset payment claims that we have not disputed or that have legal force. If the deadline for payment has been exceeded, we shall be entitled to charge default interest equivalent to the usual interest rate for bank credit starting from the date on which the payment fell due. Unless the customer gives specific instructions, payments shall be set off against the oldest outstanding invoice. A cash discount can only be granted if there are no payments outstanding on overdue invoices.
A payment shall only be deemed made once we are able to dispose of the amount paid. All costs incurred in the context of payment collection shall be borne by the customer. In case of a net order value amounting to less than EUR 50.00, we reserve the right to charge a minimum quantity surcharge of EUR 20.00 per order. No cash discount will be granted on such orders.
5. Design changes:
The supplier reserves the right to make design changes at any time; he shall not be obliged, however, to make such changes to products that have already been supplied.
6. Delivery date:
The dates and deadlines specified by us shall be non-binding unless otherwise expressly agreed in writing. The deadline for deliveries or services shall commence upon dispatch of the order confirmation, however not before agreement has been reached regarding the order and all contractually-relevant issues. Compliance with the delivery date shall also be subject to the timely receipt of all documents and parts to be supplied by the customer well as compliance with all other obligations and the agreed terms of payment. If these conditions are not fulfilled, the delivery time shall be extended accordingly. The delivery date shall be deemed to be the day on which the goods were taken for delivery or were reported ready for dispatch. Partial deliveries and partial services shall be permissible. The delivery deadline shall be extended by a reasonable period in the event of measures in the context of labor disputes, in particular strikes and lockouts, as well as upon the occurrence of unforeseen obstacles such as fire, floods, extreme weather conditions, accidents, official interventions, material shortages, delay of supplies or other cases of inability – without any fault – either on our part or on that of one of our sub-suppliers. We shall not be responsible for the aforementioned circumstances even if they occur during a pre-existing delay. We shall not be liable for any direct or indirect consequential damage resulting from non-delivery, except in the case of intent or gross negligence.
7. Passing of risk:
The risk shall pass to the customer no later than upon shipment of the delivery items, even if partial deliveries are made or if the supplier has taken on other additional obligations such as dispatch costs or delivery and installation. At the request of the customer and at his own expense, the shipment will be insured by the supplier against theft, breakage, transport, fire and water damage as well as other insurable risks. If the shipment is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer on the date on which the goods are ready for dispatch; the supplier, however, is obliged to effect the insurance cover demanded by the customer, at the customer’s request and expense. Delivery of any goods supplied shall be taken by the customer – even if such goods have insignificant defects – without prejudice to the rights under clause 9. The occurrence of any transport damage shall not affect the right to payment of the purchase price.
8. Retention of title:
We retain title to the goods supplied by us until payment – in the case of payment by check until all our claims have been irrevocably fulfilled, irrespective of the legal basis. Any processing or reworking shall always be undertaken on behalf of us as the producer, but without creating any obligation on our part. If our co-ownership lapses due to combination with other objects or other statutory provisions, it is hereby agreed that joint ownership of the customer in the unified object shall transfer to us pro rata in accordance with the value of the invoice. The customer shall hold our co-owned object for us free of charge. The customer shall be permitted to sell the goods that are subject to retention of title in the normal course of business. Any claims of the customer against third parties arising out of such sale are hereby already assigned to us in full. In the event that a third party has access to the goods that are subject to retention of title, the customer must notify such third party of our title and notify us immediately. The customer shall be liable for any cost incurred or damage suffered. Any pledge and transfer of the goods that are subject to retention of title shall be excluded. In the event of any conduct of the customer that is in breach of contract, in particular in the event of default of payment, we shall be entitled – following a prior warning – to take back the supplied goods and the customer shall surrender the same. The assertion of the right of retention of title and the pledging of the supplied goods by us shall not constitute a withdrawal from the contract.
9. Liability for defects of delivery:
The information provided by us regarding the products and services in our catalogues, brochures and price lists shall only constitute descriptions, classifications and reference values. Qualities shall only be deemed to have been guaranteed and industry-standard deviations shall only be deemed to be excluded if this has been expressly agreed in writing in a particular case. Minor, insignificant derogations from the catalogues or samples or from goods supplied previously shall not constitute defects.
The customer is obliged to inspect the goods immediately after delivery and to report any defects in writing without delay and no later than within 8 days. Notifications of defect due to hidden defects must be reported in writing without delay and no later than within 8 days of discovery together with a detailed description. The warranty period shall end no later than 6 months after delivery to the customer.
In the case of a timely and justified notification of defects, our liability shall be limited, at our choice, to the remedying of any defects or to making a substitute delivery. If we remedy the defect or deliver new goods, we will only replace parts that show a defect in the material or in the work delivered by us. If substitute deliveries or actions to remedy a defect fail, the customer shall be entitled to the statutory warranty claims (rescission or reduction). No liability for defects will be accepted for a defect or damage to goods delivered by us, which has arisen after the transfer of risk due to unsuitable or improper use, faulty assembly/commissioning by the customer or third parties, excessive usage, natural wear and tear, incorrect or negligent treatment, unsuitable operating supplies, or chemical, electrochemical or electrical influences, provided that these are not contractually required and are not due to a fault on the part of the supplier. Any replaced items shall become our property. We shall not be liable for claims for damages that do not affect the delivery items themselves, such as for instance claims for reimbursement of cost and lost profits due to production downtime (unspecified consequential damage), unless we are shown to have been guilty of grossly negligent or intentional misconduct.
10. Liability for ancillary obligations/ other claims for damages:
Regardless of the provisions in clause 9, damages claims of any kind and for whatever legal reasons shall be excluded – such claims shall include claims for impossibility of performance; for breach of an obligation other than because of delay, impossibility or other statutorily regulated reason (positive Forderungsverletzung); for fault during the conclusion of the contract and for tort. This shall not apply if we are guilty of intent or gross negligence. This liability provision shall also apply in relation to any advice provided by us either verbally or in writing as well as for trials and other activities. In particular, the customer shall not be exempt from checking the suitability for the intended purposes himself.
Even if individual points prove to be legally invalid, our Terms and Conditions shall remain valid in relation to both parties in all remaining respects.
12. Place of jurisdiction:
The law of the Federal Republic of Germany shall apply exclusively. If the customer is a registered trader, a legal person under public law or a special fund under public law, then any legal action in relation to all legal disputes resulting from the contractual relations shall be brought at the court that is responsible for our company’s headquarters or for the branch office which is carrying out the delivery. We shall also be entitled to bring legal actions at the customer’s headquarters.
Special production processes require specific solutions
System solutions from FEBA AUTOMATION in the field of vacuum automation allow gripping, lifting and height compensation of almost all types of production parts. For many different industries and tasks, the innovative vacuum components are an ideal option. Whether uneven, porous, rough or curved surfaces, different heights or for the handling of bags - for each of these requirements we are able to construct a solution that optimizes your production processes and speeds.