General terms and conditions
unless specified, EXW Herrenberg applies (according to Incoterms 2020)
The deliveries and services (fulfillment of the contract) are subject to the condition that there are no obstacles to fulfillment due to national or international regulations, in particular export control regulations as well as embargoes or other sanctions. The contracting parties undertake to provide all information and documents that are required for export / transfer / import. Delays due to export inspections or approval procedures override deadlines and delivery times. If the necessary approvals are not granted, the contract with regard to the affected parts is deemed not to have been concluded; Claims for damages are excluded to this extent and because of the aforementioned deadlines being exceeded.
if no validity was noted in the offer, December 31st always applies. of the current year
If no explicit payment agreement has been defined, the following applies: Payable within 10 days of delivery and receipt of the invoice without deduction
The prices are net without packaging. The statutory value added tax, if it is applicable, will be invoiced separately in the amount valid at the time of invoicing. Payment is in euros.
Unless the parties agree otherwise below or in other agreements, FAuDE Tec GmbH guarantee to the customer that the contractual items are free from defects is based on the statutory provisions. The warranty period is 12 months from the transfer of risk relevant to the agreed delivery conditions.
FAuDE Tec GmbH has to either repair a defective delivered contractual item at its own expense or at FAuDE Tec GmbH option to deliver it again free of defects. The customer has to allow FAuDE Tec GmbH a reasonable amount of time and opportunity to remedy the defect. If he refuses this, FAuDE Tec GmbH is released from liability for defects. Only in urgent cases of endangering operational safety and to prevent disproportionately large damage, which FAuDE Tec GmbH must be informed about immediately, or with the prior written consent of FAuDE Tec GmbH, the customer has the right to have the defect remedied himself or by a third party to demand reasonable reimbursement of its costs from FAuDE Tec GmbH.
FAuDE Tec GmbH is free to remedy the defect in its own company, at the customer’s site or at another suitable location. If the subject of the contract is not at the place of intended use, the customer bears the additional expense for the repair. These are in particular higher transport or travel costs. Contract items that are not manufactured by FAuDE Tec GmbH itself must be brought to the manufacturer for subsequent performance. The purchaser grants the contractor sufficient opportunity to have the subsequent performance carried out by the manufacturer / sub-supplier. The parties agree that FAuDE Tec GmbH may also send goods abroad for the purpose of supplementary performance, provided that there are no export regulations to the contrary. In the event of a warranty claim, the costs for shipping will be reimbursed to the customer.
The customer must notify FAuDE Tec GmbH of any defects in writing immediately after delivery of the item. In the case of hidden defects, the customer must report the defect in writing to FAuDE Tec GmbH immediately after they are discovered. Otherwise any warranty claims are excluded.
FAuDE Tec GmbH excludes the guarantee for damage caused by improper use, changes or interventions in the contractual object, natural wear and tear, incorrect assembly, repair or maintenance by the customer or third parties. This also applies if the customer or a third party uses accessories that do not meet the requirements of FAuDE Tec GmbH or third parties.
FAuDE Tec GmbH is only liable for willful and grossly negligent actions, regardless of the legal basis, unless otherwise (i) there is an injury to life, limb or health, (ii) an essential contractual obligation has been violated, or (iii) Mandatory statutory provisions provide for non-waivable liability on the part of FAuDE Tec GmbH. In the event of a breach of essential contractual obligations due to simple negligence, liability is limited to the typically foreseeable damage from such breaches of duty.
FAuDE Tec GmbH is liable for indirect and / or indirect damage of any kind, (defect) consequential damage or losses such as B. Loss of profit, loss of income, loss of use, loss of production, capital costs or costs associated with business interruption are excluded, except in the case of intent.
FAuDE Tec GmbH is also not liable for lost profit and damage from business interruption if the applicable law qualifies such damage as direct and / or immediate damage in individual cases.
Incidentally, the liability, regardless of the legal reason, is limited to the amount of the order value. The exclusion or limitation of liability applies accordingly to the vicarious agents of FAuDE Tec GmbH. For claims under the Product Liability Act, FAuDE Tec GmbH is liable in accordance with the statutory provisions.
If required, FAuDE Tec GmbH offers the purchaser (maintenance) services that are related to the subject of the contract and tailored to the needs of the purchaser. Services are provided after consultation with FAuDE Tec GmbH.
Additional work (e.g. technical preparation and follow-up time) and the materials required for this will be billed separately. Expenses for expenses (travel time, travel costs, food and accommodation allowances) are determined after the work has been completed and calculated according to expenditure.
Waiting times for which FAuDE Tec GmbH is not responsible, as well as overtime, night, weekend and holiday work are billed according to the effort incurred. The current hourly rates of FAuDE Tec GmbH apply.
Retention of title
FAuDE Tec GmbH retains ownership of the subject matter of the contract until all payments have been received and all other claims against the customer arising from the order have been met.
This offer is confidential and is only intended for internal use by the customer. Both partners undertake to treat as confidential all technical, economic and organizational information, documents and data that are directly or indirectly accessible to you by the other partner before or after placing this order (“confidential information”) and not to make them accessible to third parties and not to be used for other commercial purposes. The companies affiliated with FAuDE Tec GmbH (§§ 15ff. AktG) are not considered third parties.
Intellectual Property Rights
Each party remains the owner of its Confidential Information. FAuDE Tec GmbH reserves all rights of any kind to the confidential information provided, in particular any rights to inventions and (commercial) property rights. If relevant, FAuDE Tec GmbH grants the customer the rights of use required for the contractually intended use of the subject matter of the contract. The transfer of further rights requires a separate written agreement.
The parties are committed to a corruption-free business world. You undertake to refrain from any form of corrupt behavior or any other criminal behavior and to take all necessary measures to prevent such behavior.
Should one of the two parties violate this obligation, the other party is entitled to terminate any contractual relationship for an important reason and without observing a period of notice.
In the event of a breach of the above obligation by one party, the other party is also entitled to cease all business relationships with the offending party without exposing itself to liability or substitute obligations, regardless of the legal basis.
Delays or the failure of the service within the framework of the contract as a result of an event of force majeure, without errors or fault of the contractual partner concerned, apply
as long as excused as long as the event continues. This presupposes that the affected contractual partner notifies the other contractual partner immediately after the occurrence of the force majeure event, but no later than 3 days afterwards, at least in text form, about the type and scope of the force majeure event and its effects, including the expected duration .
Force majeure events are unpredictable, unavoidable and extraordinary events such as natural disasters such as floods, earthquakes, hurricanes or other extreme natural events, raw material, energy and labor shortages, labor disputes, involuntary or unforeseeable business disruptions, fires, riots, wars, sabotages, terrorist attacks or also the outbreak of an epidemic or pandemic.
If the affected contractual partner cannot credibly assure that a delay due to force majeure does not exceed 60 days or if a delay due to force majeure exceeds 60 days, the other party can terminate the contract without liability.
If, due to the current pandemic (coronavirus), the execution of the contract is delayed in whole or in part or becomes impossible (in particular shortage of raw materials or components, entry bans, company closings), neither of the parties is responsible for this and liability of the parties is excluded (including contractual penalties, default interest , Damage caused by delay). If one of the parties is affected by a delay / impossibility, they will inform the other party, stating the respective event and the expected duration. Any delivery or service deadlines – even during the delay – are extended by the duration of the service disruptions caused by these circumstances; this also applies if such circumstances occur with sub-suppliers.
In the event of a non-performance over a period of more than 4 months or a repeated significant non-performance, the parties will negotiate an amendment to the contract upon written request by one of the parties.
The dates and other commitments mentioned are only binding as long as they are not directly or indirectly affected by the current exceptional situation (coronavirus pandemic). In the event of impairments, agreed dates and other commitments must be mutually changed accordingly.
This offer forms the basis of the contract, which comes into being with the subsequent order by the customer. Conditions of the customer that deviate from the present offer will not be recognized. The fact that FAuDE Tec GmbH provides services without express objections or accepts payments without objection is under no circumstances an acknowledgment of the conditions of the customer and in no way constitutes a conclusion of a contract that corresponds to the conditions of the customer through coherent behavior.
This offer as well as a contract based on it, its validity, termination, interpretation, implementation and any related legal disputes are subject to German law to the exclusion of the provisions of international private law and the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Law). The exclusive place of jurisdiction is the registered office of FAuDE Tec GmbH.
FAuDE Tec GmbH
73104 Börtlingen, Germany