GENERAL TERMS OF
DELIVERY AND PAYMENT
FIL-TEC RIXEN GMBH, OSTERRADE 26, 21031 HAMBURG
The following General Terms of Delivery and Payment (hereinafter referred to as Terms) of FIL-TEC Rixen GmbH (hereinafter referred to as FIL-TEC) shall apply exclusively for all our quotations, sales and deliveries. By placing an order, the customer/party ordering declares its acceptance of these terms and conditions to their full extent. The Terms apply even FIL- TEC unconditionally executes a delivery to the order party while it is in the knowledge of terms and conditions of the order party which oppose or deviate from the Terms. The Terms also apply for all future business transactions with the customer, without requiring renewed reference to our Terms.
2. Orders and Delivery
Our Terms shall be accepted by receipt of order or receipt of goods. Alteration in conditions shall only be valid when specially agreed upon and confirmed by us in writing. Amendments to individual conditions shall not affect the other conditions. Target dates of delivery are not binding and shall be deemed to be converged. In the event of a delay FIL-TEC has the right to postpone the delivery date appropriately. Claims for compensation owing to delays in delivery or belated performance are excluded.
3. Force Majeure
The consequences of force majeure, operational malfunctions and other unforeseen circumstances on our behalf and on behalf our suppliers shall entitle us, to defer the delivery appropriately or to cancel the delivery obligations in whole or in part. The buyer has the right to receive a statement accordingly from FIL-TEC within 2 weeks, otherwise the buyer has the right to cancel the order. The non-observance of confirmed delivery deadlines shall not entitle the enforcement of claims for compensation or cancellation of order. Claims for compensation owing to non-performance or belated performance are excluded.
4. Prices and Payment
The prices stated are to be understood as net prices valid from point of delivery, exclusive of packaging, freight and other dispatch expenses. Upon leaving the factory or with the notice of dispatch-readiness, the risk shall pass to the purchaser/buyer. This binding agreement shall apply for carriage free as well. Payments are due within 30 days in full after billing date or within 10 days with 2% discount. FIL-TEC is entitled to charge interest on arrears at 2% above base interest rate. FIL-TEC reserves the right to claim higher damages for default. The customer is not entitled to offset against our accounts receivable, unless his claim for counterbalancing is undisputed or adjudged valid.
If requested by the customer, the terms of acceptance shall be defined when the contract is concluded, at latest. In case of relinquishment of acceptance, the goods leave the factory as per agreement.
We ensure proper manufacture according to our technical specifications. The customer has to examine the goods supplied immediately after receipt. We shall not assume warranty for damages attributable to wear and tear, faulty assembling or commissioning by the purchaser/buyer or third parties, unsuitable or improper use. In case of any defects the customer has to notify it in writing within 14 days before sending the goods back to FIL-TEC for further inspection, upon request. In case of agreed acceptance within the set period we are obligated to correct the defects. We shall not reimburse costs for removal and assembly, transport costs, travel expense, costs for processing defective goods through the purchaser/buyer, as well as any follow-up costs. In case of FIL-TEC does not reveal any faults, maintenance and repair will be charged to customer´s account.
The purchaser/buyer shall report defects in writing immediately on receipt. The return of goods without previous arrangement is not permitted. FIL-TEC refuses any claim or agreement on return by simply receipt of goods.
8. Reservation of Proprietary Rights
Delivered goods remain as supplier´s property until payment of all claims, including future claims against the customer in this business relationship, has been made in full.
The customer is entitled to resell the goods subject to this reservation in normal business connections except in such cases where claims resulting from resale on the part of the customer have already been assigned to a third party; this entitlement to resale is also voided if the customer shall default in payment or suffer financial collapse. In cases of resale of goods under reservation to third parties, the customer assigns all claims resulting therefrom at this time in the full amount of the claims to these third parties without any special declaration of such assignment being required in individual cases; the supplier accepts this assignment. Regardless of such assignment and the collection rights of the supplier, the customer is entitled to make collection insofar as he has met his obligations to the supplier and is not undergoing financial collapse.
Any use of goods under reservation for processing and adaption is assumed by the customer on behalf without the eventuation of any obligation on our part, he then transfers – insofar as no agreement to the contrary has been concluded – full ownership of the new item to FIL- TEC. According to BGB § 450, FIL-TEC shall be entitled to assert the claims to proprietary rights of the new item on a pro-rata basis.
The customer/buyer shall notify any immediate access to FIL-TEC´s reservation of proprietary rights as well as assignment of claims to third parties. The customer/buyer shall incur any expenses to these accompanying measures.
9. Applicable Right, Place of Jurisdiction
The law of the Federal Republic of Germany shall apply for these business terms and conditions, and for the legal relations between FIL-TEC and the purchaser/buyer in their entirety. Place of general jurisdiction is Hamburg, Germany.