Terms & Conditions

General business terms Hermann Fröhlich Maschinenelemente GmbH

1. Area of Validity

All agreements, quotations and performances are subject to our Terms and Condition of Sales and Delivery. The placing of an order by the purchaser or the acceptance of a delivery are deemed to be an acceptance of the conditions. Deviating conditions from the purchaser which we do not accept in writing are not binding for ourselves even if we do not explicitly contradict the same. Counter-confirmations of the purchaser in which he refers to his terms and conditions of trade or conditions of purchase are hereby contradicted. Our terms and conditions of trade are valid for all future business relationships even if these should not be agreed once more.

2. Quotations

Our quotations are subject to change without notice. This is also valid for the catalogues and brochures together with miscellaneous drawings, illustrations, dimensions, weights or miscellaneous performance data.

3. Prices

The invoicing of our deliveries is carried out at the prices which have validity on the day of delivery, plus the official rate of VAT, ex works, excluding packaging. This is also valid for agreed partial deliveries and urgent deliveries. Should a fixed price be exclusively agreed and should the prices change between the conclusion of the contract and the delivery or the performance and this price change has a direct or indirect effect on our deliveries or performances then we are entitled to change our prices accordingly. The invoicing is carried out in Euro.

4. Delivery Period and Deliveries

Delivery dates or periods which can be agreed as being binding require the written form. Our delivery obligations are subject to the proviso of the possibility of delivery, especially the self-delivery by our suppliers according to schedule. Stipulated delivery periods and dates will be adhered to where possible but these are not binding. A force majeure or events which impede our delivery or performance or which render the same impossible enable us to delay the delivery or performance for the duration of the impediment with the addition of a reasonable start-up period or to rescind that part of the contract which has not been fulfilled, without our being liable to pay compensation. This is also the case as regards dates and periods which are agreed to as being binding. However, should we be in default, the purchaser must allow us a reasonable additional period of time. He is entitled to rescind the contract after the fruitless expiry of the additional period but only with regard to those amounts which are not ready for shipping by the time the additional period expires. Additional claims, especially claims for compensation are excluded. We reserve the right to make additional or short shipments up to a maximum of 10%. Deliveries and performances are made against invoice, the risk to be borne by the ordering party. Should we in exceptional circumstances agree to take back products, we issue an invoice for 10% of the net products value, a minimum of € 15,00 to cover our costs. Under no circumstances will items manufactured to order be taken back. The minimum delivery value amounts to € 30,00.

5. Guarantee

Complaints can only be accepted within a period of 8 days after receipt of the products. Should we have delivered products which are proven to be faulty, we reserve the right to take the products back at the invoiced price or to make a new delivery after a reasonable additional period, the prerequisite being that the complaint has been made within the stipulated period and the purchaser has met his obligations. Only the actual purchaser has an entitlement to assert the guarantee claims against the seller and these cannot be assigned. A liability for normal wear and tear is excluded. All additional claims which the purchaser has, especially with regard to compensation and consequent damage or loss are excluded.

6. Payment

Our invoices are to be paid by the purchaser within 14 days of the date of the invoice with the deduction of a cash discount of 2% or within 30 days without deduction and at no cost to ourselves. All amounts which are lower than € 25,00 are immediately due without deduction. The seller is entitled to initially set debts off against older debts, irrespective of purchaser stipulations which are to the contrary. The purchaser is to be informed of any setting off. Should costs and interest already have been incurred then the payments are to be set-off against the costs, then the interest and finally against the main performance. A payment is only deemed to have been made when the seller has the payment at its disposal. In the case of cheques, the payment is only deemed to have been made after the cheque has been cashed. Should the purchaser be in default of payment then the seller is entitled to charge interest from the date in question at the interest rate charged by commercial bank, 4% above the pertinent base interest rate charged by the European Central Bank as a minimum. The right to assert a higher claim for compensation is reserved. Should the seller gain knowledge of circumstances which give cause to doubt the credit worthiness of the purchaser then the seller is entitled to declare that the complete remaining debt be due even if it has accepted cheques. In addition, the seller is also entitled to demand prepayments or the lodging of securities. The seller is entitled to stipulate that additional deliveries be dependent on the making of payments by the purchaser by simultaneous performance. Should the purchaser not offer cash payments, the seller can assert a claim for compensation due to non-fulfilment. Bills of exchange will only be accepted after prior agreement. Payments made by means of bills of exchange are not deemed as being cash payments. The costs incurred for discounting and collection are to be borne by the purchaser. The purchaser is not entitled to set-off, retention or diminution, even should deficiency claims or counter-claims be legally determined or be undisputed.

7. Reservation of proprietary rights

The seller is granted the following security until such time as all debts have been discharged (including all balance claims resulting from accounts debt due) which the seller has against the purchaser either now or in the future, irrespective of the cause in law: The products remain the property of the seller, processing or conversion are at all times carried out for the seller in its capacity as manufacturer, this placing it under no obligation whatsoever. Should the seller's (co-) ownership no longer exist due to a connection then it is already agreed at this moment in time that the co-ownership which the purchaser has of the complete product is assigned to the seller in the proportion of the value (invoice value). The purchaser grants the co-ownership without payment. Products which are subject to a co-ownership are hereafter referred to as reserved products. The purchaser is entitled to process and sell the reserved products within the scope of the ordinary business dealings subject to the proviso that he is not in default. The pledging or the passing of the title are not permitted. The purchaser already assigns the full amount of debts due as a result of the resale or on the basis of any other cause in law (insurance, tortious act, etc.) with regard to the reserved products (these to include all claims to credit balances in current accounts) to the seller by way of security. In this regard, the purchaser is also to making notification of a resale and the name of the third party purchaser without delay. The seller is entitled to recover the assigned debts due from the third party purchaser himself. the amount which exceeds will subsequently be transferred to the purchaser's account. Should the payment already have been made to the purchaser by the third party purchaser he is obliged to passing this payment on without delay. Should a third party gain access to the reserved products then the purchaser is to inform his purchaser of the seller's ownership. Should the purchaser be in violation of the contract, the seller is obliged to taking the reserved products back or if appropriate, to demand that the right to the surrender of the product which the purchaser has against third parties be assigned to the seller. As long as repayment in instalments legislation has validity, the taking back or pledging of the reserved products by the seller cannot be deemed as a rescinding of the contract. The retention of ownership with regard to the reserved products remains in force for the period during which the purchaser has liabilities with respect to ourselves as a result of other legal transactions. In the case of the discontinuation of payments, the commencement of composition proceedings or the bankruptcy of the purchaser prior to payment being made, we have the right to claim the release of the products from the bankrupt's estate or the assignment of the counter-performance as defined in § 46 KO (Bankruptcy Act). In such cases, claims resulting from invoices which are not yet settled or which are not yet due are deemed as being due without delay.v

8. Right of Ownership and Copyright

We retain the right of ownership with regard to the sketches, final drawings. drafts, price lists and all enclosures . They are only entrusted to the recipient for private use. They are neither to be copied nor duplicated, nor are third parties to gain knowledge of, or gain access to the same, especially with regard to competitors. The unlawful use by the recipient or a third party incurs consequences resulting from civil and criminal law consequences.

9. Place of Performance and Jurisdictional Venue

The law of the Federal Republic of Germany has validity with regard to all legal relationships between the seller and purchaser or accepting party. The place of performance for deliveries and payments together with regard rights and obligations which result from business transactions is Kleinmaischeid. The jurisdictional venues are Neuwied (local court) and Koblenz (regional court). However, we reserve the right to take civil action at the head office of the purchaser. Should individual stipulations or parts of these Terms and Conditions of Sale and Delivery be ineffective or be deemed as being the same in the future this has no effect on the remaining stipulations. If necessary, any amendments, supplements or interpretations are to be made within the meaning of these Conditions of Sale and Delivery.