General terms and conditions (AGB)

Delivery terms

Unless stated, EXW Börtlingen applies (in accordance with Incoterms 2020)

The deliveries and services (contract fulfillment) are subject to the proviso that there are no obstacles to fulfillment due to national or international regulations, in particular export control regulations, embargoes or other sanctions. The contracting parties agree to provide all information and documents required for export/shipping/importing. Delays due to export checks or approval processes override deadlines and delivery times. If necessary approvals are not issued, the contract is considered not to have been concluded with regard to the affected parts; claims for damages are excluded in this respect and due to missed deadlines.

Offer validity

If no validity has been stated in the offer, 31.12. of the current year is always valid

payment arrangement

If no express payment agreement has been defined, the following applies: Payable within 10 days of delivery and receipt of invoice without deduction

The prices are net without packaging. Statutory value added tax, if applicable, will be invoiced separately in the amount valid at the time of invoicing. Payment is made in euros.

warrant

Unless the parties agree otherwise below or in other agreements, Faude Tec GmbH's warranty to the customer that the contract items are free from defects is governed by the statutory provisions. The warranty period is 12 months from the significant transfer of risk in accordance with the agreed delivery terms.
Faude Tec GmbH must, at Faude Tec GmbH's discretion, either repair a defectly delivered contract item or deliver it again free of defects. The customer must grant Faude Tec GmbH the time and opportunity necessary at its reasonable discretion to remedy the defect. If he refuses to do so, Faude Tec GmbH is released from liability for defects. Only in urgent cases of jeopardising operational safety and preventing disproportionate damage, of which Faude Tec GmbH must be notified immediately, or with the prior written consent of Faude Tec GmbH, is the customer entitled to have the defect repaired himself or by third parties and 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 any other suitable location. If the object of the contract is not at the place of intended use, the customer bears the additional costs for the repair. These include, in particular, higher transport or travel costs. Contract items that are not manufactured by Faude Tec GmbH itself may have to be brought to the manufacturer for subsequent performance. In return, the customer gives the contractor the sufficient opportunity to have the corrective performance carried out by the manufacturer/subsupplier. The parties agree that Faude Tec GmbH may also ship abroad for the purpose of subsequent performance, provided that there are no export regulations to the contrary. The costs of shipping will be reimbursed to the customer in the event of a warranty claim.
The customer must report defects in writing immediately after delivery of the item by FauDe Tec GmbH. In the case of hidden defects, the customer must report the defect in writing to FauDe Tec GmbH immediately after they have been discovered. Otherwise, any warranty claims are excluded.
FauDe Tec GmbH excludes warranty for damage caused as a result of improper use, changes or interventions in the subject matter of the contract, natural wear and tear, faulty 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.

liability

Faude Tec GmbH is liable, regardless of the legal basis, only for intentional and grossly negligent action, unless (i) there is an injury to life, or health, (ii) an essential contractual obligation has been breached, or (iii) mandatory statutory provisions provide for non-transferable 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 resulting from such breaches of duty.
Faude Tec GmbH is not liable for indirect and/or indirect damage of any kind, (defective) sequential damage or losses such as loss of profit, loss of income, loss of use, loss of production, capital costs or costs associated with a business interruption, except in the case of intent.
Faude Tec GmbH's liability for loss of profit and damage resulting from business interruption is excluded even if applicable law qualifies such damage as direct and/or immediate damage in individual cases.
In all other respects, liability is limited to the amount of the order value, regardless of the legal basis. The exclusion or limitation of liability applies mutatis mutandis to the vicarious agents of Faude Tec GmbH. For claims under the Product Liability Act, Faude Tec GmbH is liable in accordance with statutory provisions.

services

If required, Faude Tec GmbH offers the customer (maintenance) services related to the subject matter of the contract and tailored to the customer's needs. Services are provided by arrangement with Faude Tec GmbH.
Additional work (e.g. technical preparation and follow-up time) and materials required for this purpose will be invoiced separately. Expenses for expenses (travel time, expenses, food and accommodation allowances) are determined after completion of the work and calculated according to expenditure.
Waiting times for which FauDe Tec GmbH is not responsible, as well as overtime, night, weekend and public holidays, are billed according to expenses incurred. The current hourly billing rates of FauDe Tec GmbH apply.

Retention of title

Faude Tec GmbH reserves title to the subject matter of the contract until receipt of all payments and fulfilment of all other claims against the customer arising from the order.

secrecy

This offer is confidential and is only intended for internal use by the customer. Both partners agree to keep confidential all technical, economic and organizational information, documents and data that are available to you directly or indirectly by the other partner before or after placing this order (“Confidential Information”), not to make them available to third parties and not to use them for other commercial purposes. Companies affiliated with Faude Tec GmbH (§§ 15ff. AktG).

industrial 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 (industrial) property rights. If applicable, Faude Tec GmbH grants the customer the rights to use the subject matter of the contract necessary for the contractually agreed use. The transfer of further rights requires a separate written agreement.

Compliance

The parties are committed to a corruption-free business world. You agree to refrain from any form of corrupt conduct and any other criminal conduct and to take all necessary measures to prevent such conduct.
If one of the two parties breaches this obligation, the other party is entitled to terminate any contractual relationship for good cause and without notice.
In the event of a breach of the above obligation by one party, the other party is also entitled to discontinue all business relationships with the breaching party without thereby exposing itself to liability or compensation, regardless of the legal basis.

Force majeure

Delays or failure to perform under the contract as a result of a force majeure event, without fault or fault on the part of the affected contractual partner, apply
As long as excuses, as long as the event continues. This requires that the contractual partner concerned notifies the other contractual partner immediately after the force majeure event has occurred, but no later than 3 days thereafter, at least in text form, of the nature and scope of the force majeure event that has occurred and its effects, including the expected duration.
Force majeure events are unforeseeable, unavoidable and exceptional events such as natural disasters such as floods, earthquakes, hurricanes or other extreme natural events, shortages of raw materials, energy and labor, industrial disputes, non-fault or unforeseeable operational disruptions, fires, riots, wars, sabotages, terrorist attacks or even the outbreak of an epidemic or pandemic.
Unless the affected contractual partner can 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 may terminate the contract without liability.
Should the execution of the contract be delayed in whole or in part due to the current pandemic (coronavirus) or become impossible (in particular shortages of raw materials or components, entry bans, plant closures), none of the parties is responsible for this and liability of the parties is excluded (including contractual penalties, default interest, damage caused by arrears). If one of the parties is affected by a delay/impossibility, it will inform the other party, specifying the respective event and the expected duration. Any delivery or service deadlines — even during the delay — are extended by the duration of the performance disruptions caused by these circumstances; this also applies if such circumstances occur with sub-suppliers.
In the event of a failure to perform for a period of more than 4 months or a repeated significant failure to perform, the parties will negotiate a contract adjustment upon written request from one of the parties.
The dates and other commitments mentioned above are only binding as long as they are not directly or indirectly affected by the current exceptional situation (coronavirus pandemic). In the event of disruptions, agreed deadlines and other promises must be amended accordingly by mutual agreement.

General Provisions

This offer forms the basis of the contract, which is concluded with the customer's subsequent order. The customer's terms and conditions deviating from the present offer are not accepted. The fact that Faude Tec GmbH provides services without express objections or accepts payments without objection is under no circumstances an acceptance of the customer's terms and also in no way constitutes a conclusion of contract in accordance with the customer's conditions through conclusive conduct.
This offer and a contract based on it, its validity, termination, interpretation, execution and any related legal dispute 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 Convention). The exclusive place of jurisdiction is the registered office of Faude Tec GmbH.

Faude Tec GmbH
Ödweilerhof 3

73104 Börtlingen

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