Fasse industrial textiles GmbH

Terms of sale, delivery and payment of FASSE Industrietextilien GmbH

Stand February 2022

§ 1 Validity of the conditions

(1) The deliveries, services and offers of the seller are made exclusively on the basis of these terms and conditions. These also apply to all future business relationships, even if they are not expressly agreed again. These conditions are deemed to have been accepted at the latest when the goods or services are received. Counter-confirmations by the buyer with reference to his own terms and conditions of business or purchase are hereby contradicted.

(2) All agreements made between the seller and the buyer for the purpose of executing this contract must be recorded in writing.

§ 2 Offer and conclusion of contract

(1) The seller's offers are subject to change and non-binding. Declarations of acceptance and all orders require the written or telex confirmation of the seller to be legally effective.

(2) Drawings, illustrations, dimensions, weights or other performance data are only binding if this has been expressly agreed in writing.

(3) The seller's sales employees are not authorized to make verbal side agreements or to give verbal assurances that go beyond the content of the written contract.

§ 3 Prices

(1) Unless otherwise stated, the seller is bound by the prices contained in his offers for 30 days from their date. Otherwise, the prices stated in the seller's order confirmation plus the respective statutory sales tax are decisive. Additional deliveries and services will be charged separately.

(2) Unless otherwise agreed, the prices are ex works and exclusive of packaging and freight.

(3) In the case of contracts with an agreed delivery time of more than 4 months, the seller reserves the right to increase the prices in accordance with the cost increases that have occurred due to collective agreements or material price increases.

§ 4 Delivery and service time

(1) Delivery dates or deadlines that are not expressly agreed as binding are exclusively non-binding information. They must be in writing. The delivery time stated by the seller does not begin until the technical questions have been clarified. Likewise, the buyer must fulfill all his obligations properly and in good time.

(2) If the underlying purchase contract is a fixed transaction within the meaning of § 286 Para. 2 No. 4 BGB or § 376 HGB, the seller is liable according to the statutory provisions. The same applies if the buyer is entitled to claim that his interest in further fulfillment of the contract no longer applies as a result of a delay in delivery for which the seller is responsible. In this case, the liability of the seller is limited to the foreseeable, typically occurring damage if the delay in delivery is not due to an intentional breach of contract for which the seller is responsible, whereby the fault of his representatives or vicarious agents is attributable to him.

The seller is also liable to the buyer in the event of a delay in delivery in accordance with the statutory provisions if this is due to an intentional or grossly negligent breach of contract for which the seller is responsible, whereby the seller is responsible for the fault of his representatives or vicarious agents. The seller's liability is limited to the foreseeable, typically occurring damage if the delay in delivery is not due to an intentional breach of contract for which the seller is responsible.

(3) Delays in delivery and performance due to force majeure and due to events that not only temporarily make delivery more difficult or impossible for the seller - these include in particular strikes, lockouts, official orders, etc., even if they occur at the seller's suppliers or their sub-suppliers - the seller is not responsible, even in the case of bindingly agreed deadlines and dates. They entitle the seller to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part that has not yet been fulfilled.

(4) If the hindrance lasts longer than three months, the buyer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part that has not yet been fulfilled. If the delivery time is extended or if the seller is released from his obligation, the buyer cannot derive any claims for damages from this. The seller can only invoke the circumstances mentioned if he notifies the buyer immediately.

(5) If the seller is responsible for non-compliance with bindingly promised deadlines and dates or is in default, the buyer is entitled to compensation for delay in the amount of 1/2% for each completed week of delay, but in total up to a maximum of 5%. the invoice value of the deliveries and services affected by the delay. Any further claims are excluded unless the delay is due to at least gross negligence on the part of the seller.

(6) The seller is entitled to make partial deliveries and partial services at any time, unless the partial delivery or partial service is not of interest to the buyer.

(7) Compliance with the seller's delivery and service obligations presupposes the timely and proper fulfillment of the buyer's obligations.

(8) If the buyer is in default of acceptance, the seller is entitled to demand compensation for the damage incurred; with the onset of default of acceptance, the risk of accidental deterioration and accidental loss passes to the buyer.

Section 5 Passing of Risk

The risk passes to the buyer as soon as the shipment has been handed over to the person carrying out the transport or has left the seller's warehouse for the purpose of shipment. If shipping is delayed at the request of the buyer, the risk passes to him upon notification of readiness for shipping.

§ 6 Buyer's rights due to defects

(1) The products are delivered free of manufacturing and material defects. The period for asserting claims for defects is one year from delivery of the products, unless the seller has fraudulently concealed the defect; in this case, the statutory regulation applies.

(2) If the seller's operating or maintenance instructions are not followed, changes are made to the products, parts are replaced or consumables are used that do not correspond to the original specifications, claims for defects in the products shall lapse if the buyer submits a corresponding substantiated assertion that only one of these circumstances has caused the defect, not refuted.

(3) The buyer's rights regarding defects only exist if he has duly complied with his obligations to examine and give notice of defects pursuant to Section 377 of the German Commercial Code. The buyer must notify the seller's customer service department of any defects in writing without delay, but no later than one week after receipt of the delivery item. Defects that cannot be discovered within this period even with careful inspection must be reported to the seller in writing immediately after discovery.

(4) In the event of notification by Buyer that the Products are defective, Seller shall, at its option and expense, require: a) the defective part or device to be sent to Seller for repair and subsequent return; b) Buyer provides the defective part or device and a Seller's service technician is dispatched to Buyer to perform the repair. If Buyer requests rework to be performed at a location of its choosing, Seller may comply with that request, with no charge for parts replaced, labor and travel expenses to be paid at Seller's standard rates.

(5) If the rectification fails after a reasonable period of time, the buyer can either demand a reduction in payment or withdraw from the contract.

(6) Liability for normal wear and tear is excluded.

(7) Claims for defects against the seller are only available to the direct purchaser and are not assignable.

Section 7 Replacement Parts

For a period of five years from delivery of a machine, the seller will supply spare parts for the same at the currently valid spare parts prices.

§ 8 Retention of title

(1) Until the fulfillment of all claims (including all current account balance claims) to which the seller is entitled against the buyer now or in the future for any legal reason, the seller shall be granted the following securities, which he will release at his discretion upon request, insofar as value exceeds the claims by more than 20%.

(2) The goods remain the property of the seller. Processing or transformation is always carried out for the seller as the manufacturer, but without any obligation for him. If the seller's (co-)ownership expires as a result of amalgamation, it is already agreed that the buyer's (co-)ownership of the uniform item shall be transferred to the seller in proportion to the value (invoice value). The buyer keeps the (joint) property of the seller free of charge. Goods to which the seller has (co-)ownership are referred to below as reserved goods.

(3) The buyer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or collateral assignments are inadmissible. The buyer hereby assigns the claims arising from the resale or any other legal reason (insurance, tort) with regard to the goods subject to retention of title (including all current account balance claims) in full to the seller as security. The seller revocably authorizes him to collect the claims assigned to the seller for his account in his own name. This authorization to collect can only be revoked if the buyer does not properly meet his payment obligations.

(4) In the event of access by third parties to the goods subject to retention of title, in particular seizures, the buyer will point out the seller's ownership and notify the seller immediately so that the seller can assert his property rights. If the third party is not able to reimburse the seller for the court or out-of-court costs incurred in this connection, the buyer shall be liable for these.

(5) In the event of breach of contract by the buyer - in particular default in payment - the seller is entitled to withdraw from the contract and to demand the return of the reserved goods.

§ 9 Terms of Payment

(1) Unless otherwise agreed, the seller's invoices are due for payment immediately upon receipt by the buyer without deduction. A cash discount is only permitted in the case of a special written agreement.

(2) The seller is entitled, despite the buyer's provisions to the contrary, to first offset payments against his older debts and will inform the buyer of the type of offsetting that has taken place. If costs and interest have already been incurred, the seller is entitled to offset the payment first against the costs, then against the interest and finally against the main service.

(3) A payment is only deemed to have been made when the seller can dispose of the amount. In the case of checks, payment is not deemed to have been made until the check has been cashed and the return period has expired.

(4) If the buyer is in default, the seller is entitled to demand interest of 8 percentage points above the base interest rate as a lump-sum compensation from the relevant point in time. They are to be set lower if the buyer proves a lower burden; the proof of a higher damage by the seller is permissible.

(5) If the seller becomes aware of circumstances that cast doubt on the buyer's creditworthiness, in particular if he fails to cash a check or stops making payments, or if the seller becomes aware of other circumstances that cast doubt on the buyer's creditworthiness, the The seller is entitled to call in the entire remaining debt, even if he has accepted checks. In this case, the seller is also entitled to demand advance payments or the provision of security.

(6) The buyer is only entitled to set-off, retention or reduction, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. However, the buyer is also entitled to retention due to counterclaims from the same contractual relationship.

§ 10 Design changes

The seller reserves the right to make design changes at any time; however, he is not obliged to make such changes to products that have already been delivered.

§ 11 Patent

(1) The seller shall indemnify the buyer and his customers against claims arising from infringements of copyrights, trademarks or patents, unless the design of a delivery item originates from the buyer. The amount of the seller's obligation to provide the goods is limited to the foreseeable damage. An additional prerequisite for the indemnity is that the seller is allowed to conduct legal disputes and that the alleged infringement is solely attributable to the construction of the seller's delivery items without connection or use with other products.

(2) The seller has the right to free himself from the obligations assumed in paragraph 1 by either a) procuring the necessary licenses with regard to the allegedly infringed patents or b) providing the buyer with a modified delivery item or parts thereof who, in the event of exchange for the infringing delivery item or part thereof, eliminate the allegation of infringement with regard to the delivery item.

Section 12 Confidentiality

Unless expressly agreed otherwise in writing, the information submitted to the seller in connection with orders is not considered confidential.

Section 13 Liability

(1) Claims for damages are excluded regardless of the type of breach of duty, including tortious acts, unless intentional or grossly negligent action is involved.

(2) In the event of a breach of essential contractual obligations, the seller is liable for any negligence, but only up to the amount of the foreseeable damage. Claims for lost profits, saved expenses, claims for damages from third parties and other indirect and consequential damages cannot be demanded, unless a quality feature guaranteed by the seller is intended to protect the buyer against such damages.

(3) The limitations and exclusions of liability in paragraphs 1 and 2 do not apply to claims that have arisen due to fraudulent behavior on the part of the seller, as well as to liability for guaranteed characteristics, for claims under the Product Liability Act and damage resulting from injury to life, body or health.

(4) Insofar as the seller's liability is excluded or limited, this also applies to employees, employees, representatives and vicarious agents of the seller.

§ 14 Applicable Law, Place of Jurisdiction, Partial Invalidity

(1) The law of the Federal Republic of Germany applies to these terms and conditions and the entire legal relationship between seller and buyer. The provisions of the UN sales law do not apply.

(2) If the buyer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of performance and jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of the seller. However, the seller is entitled to sue the buyer at his place of residence and/or place of business.

(3) Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.