General terms and conditions
§ 1 General
(1) The following general terms and conditions (GTC) apply in commercial transactions with all customers of f-tronic; in non-commercial business dealings, these terms and conditions shall apply in accordance with paragraph 7.
(2) Terms and conditions of the customer or any third party do not apply, even if f-tronic does not separately object to their application in a particular case. Even if f-tronic refers to a letter that contains the business conditions of the customer or a third party, or which refers to them, compliance with the validity of those terms and conditions does not lie therein.
(3) Offer and conclusion of contract
a. All offers from f-tronic are without obligation and non-binding, unless they are marked expressly as binding or contain a specific deadline. F-tronic can accept orders or requests within 14 days of receipt.
b. The written purchase contract, including these terms and conditions, is solely authoritative for legal relations between f-tronic and the customers. This fully reflects all agreements between the parties on the subject of the agreement. Oral promises from f-tronic prior to conclusion of this agreement are not legally binding and oral agreements of the parties will be replaced by the written contract, if it does not specifically arise from them that they are legally binding.
c. Additions and amendments to the agreements including these general terms and conditions must be in writing to be effective. With the exception of directors or authorised staff, the employees of f-tronic may not make different oral agreements.
d. Details from f-tronic on the object of delivery or service (such as weights, dimensions, use values, power handling, tolerances and technical data) as well as the representations from f-tronic (such as drawings and illustrations) are only approximate, as far as the usability for the contractually intended purpose does not require an exact match. They are not guaranteed characteristics, but descriptions or identifications of the delivery or service. Standard deviations and variations that occur due to legal regulations or constitute technical improvements, as well as the replacement of components by equivalent parts are admissible insofar as they do not affect the usability for the contractually intended purpose.
e. f-tronic reserves the ownership or copyright on all offers given by it as well as cost estimates and drawings, illustrations, calculations, brochures, catalogues, tools and other documents and tools provided to the customer. The customer may not make these items, as such regarding their contents, accessible to third parties, publish them, or use or reproduce them through third parties without the express consent of f-tronic. At the request of f-tronic, the customer has to return the items completely and destroy copies made if they are no longer needed by the customer in the ordinary course of business, or if negotiations do not lead to the conclusion of a contract.
§ 2 Prices
(1) Net prices
The prices apply to the service and delivery scope specified in the order confirmations. Additional or special services are charged separately. Packaging costs are always included in the price of the goods. Special packaging is invoiced to the customer at cost price. The prices are in Euro ex works plus the statutory value-added tax, customs duties and fees for export shipments and other public charges. Additional special labels are not included in the price.
As far as the list prices from f-tronic are the basis of the agreed prices and the delivery is made no more than four months after conclusion of the contract, the list prices from f-tronic (each minus an agreed percentage or fixed discount) apply for delivery. Exceptions to this are agreed prices in contracts.
(3) Due date
Invoice amounts are to be paid, unless otherwise agreed in writing, within 30 days without any deduction. For payment within ten calendar days after the invoice, f-tronic grants a 2% discount on the net price. Decisive for the date of payment is the admission at f-tronic. Cheques are only valid after redemption as payment.
If the customer does not stick to the due date, the outstanding amounts gain interest at a rate of 5% p.a. from the due date; the right to claim higher interest rates and further damage in the event of default shall remain unaffected.
Set-off with counterclaims of the customer or the withholding of payments due to such claims is permitted only if the counterclaims are undisputed or legally ascertained.
(6) Advance / security deposit
f-tronic is authorised to carry out or perform outstanding deliveries or services only against advance payment or security deposit if, after conclusion of the contract, circumstances become known which are liable to reduce the creditworthiness of the customer significantly and through which the payment by the customer of the open requirements of f-tronic from the respective contractual relationship (including from other individual orders, governed by the same agreement) is endangered. For customers who are not known to f-tronic, f-tronic only carries out services against payment in advance and grants the customer a 2% discount.
§ 3 Delivery
(1) Deliveries are made ex works.
(2) If the value of an order exceeds the amount of EUR 250 net, the delivery occurs carriage paid ex warehouse up to the warehouse address of customer within Germany. For orders below 250 EUR and above 125 EUR, shipping costs and reduced surcharges in the sum of 16 EUR and for orders below 125 EUR in the sum of 24 EUR will be charged for deliveries within Germany. Track deliveries, special products and special distributions or special sizes are shipped freight forward at the expense of the customer.
(3) Prospect dates and deadlines from f-tronic for deliveries and services are always only approximate unless a fixed period or a fixed date is expressly confirmed or agreed in writing. If dispatch has been agreed, delivery periods and delivery dates refer to the date of delivery to the forwarding agent, carrier or third party otherwise assigned with transportation.
(4) f-tronic can - without prejudice to its rights from default of the customer - request from the customer an extension of delivery and service deadlines or a postponement of delivery and service dates by the period in which the customer does not fulfill its contractual obligations to f-tronic.
(5) f-tronic is not liable for impossibility of delivery or delivery delays, if these are caused by force majeure or other events which f-tronic does not have to cover for and which are not foreseeable at the time of the conclusion of the contract (such as malfunctions of any kind, difficulties in material or energy supply, transport delays, strikes, lawful lockouts, shortage of labour, energy or raw materials, difficulties in obtaining necessary regulatory approvals, official measures or failed, incorrect or non-timely delivery by suppliers).
If such events substantially hinder delivery or performance of a service or make delivery or performance impossible for f-tronic and the disability is not only of temporary duration, f-tronic is entitled to withdraw the contract. In the face of hindrances of a temporary duration, the delivery or service periods extend or the delivery or performance dates move by the period of the hindrance plus a reasonable deadline. As far as the acceptance of the delivery or service is not to be expected of the customer as a result of the delay, the customer may withdraw from the contract upon immediate written notice to f-tronic.
(6) f-tronic is entitled to partial deliveries, if
- the partial delivery is usable for the customer within the framework of the contractual purpose;
- the delivery of the remainder of the ordered goods is ensured and
- this generates no significant additional expenses or costs occur for the customer.
(7) If f-tronic falls behind with a delivery or service or if a delivery or service is impossible for any reason, f-tronic’s compensation liability is limited in accordance with point 7 of these general terms of delivery.
§ 4 Place of fulfillment, shipping, transfer of risk, Acceptance
(1) Place of fulfillment
Place of performance for all obligations arising from the contractual relationship is Saarbrücken, insofar as nothing else is determined. If f-tronic is also liable for installation, place of fulfillment is the location where the installation is to be done.
(2) Shipping method
The mode of dispatch and packaging are subject to the reasonable discretion of f-tronic.
(3) Transfer of risk
At the latest, the risk transfers to the customer upon handover of the object of delivery, whereby the commencement of the loading process is decisive, to the forwarding agent, freight carrier or other third parties specified for carrying out the dispatch. This applies even if partial deliveries are made or f-tronic has accepted other services (such as shipping or installation). If the shipment or transfer is delayed as a result of a circumstance the cause of which lies with the customer, the risk is passed to the customer from the day on which the delivery item is ready for shipment and f-tronic has shown this to the customer.
(4) Storage costs
The customer bears storage costs after the passing of risk. For storages by f-tronic, the storage costs are 0.25% of the invoice amount for the goods to be stored per elapsed week. Both the assertion and evidence of another or lower storage costs are reserved by both sides
The shipment is insured by f-tronic against theft, transport, fire and water damage or other insurable risks only at the express request of the customer and at the customer’s own expense.
If an acceptance has to take place, the goods are deemed accepted, if
- the delivery and, if f-tronic is liable for the installation, the installation is completed;
- f-tronic communicates this with the customer and has requested acceptance in allusion to fictitious acceptance of work according to paragraph 6;
- twelve business days have passed since delivery or installation, or the customer has begun using the purchased goods (e.g. the supplied system has gone into operation) and in this case six working days have passed since delivery or installation, and
- the customer has neglected acceptance within this period for a reason other than a shortage indicated to f-tronic, that makes the purchased goods impossible to use or if the purchased good has been significantly damaged.
§ 5 Reservation of proprietary rights
The goods remain property of f-tronic until full payment of all outstanding monies, including subsidiary claims, claims for damages and redemptions of cheques and bills. The reservation of proprietary rights continues even if outstanding f-tronic monies are included in a current invoice and the balance is drawn and recognized. The purchaser is entitled to process and sell the goods, taking into account the following provisions: Powers of the purchaser to process reserved goods in the proper business process, end with the cessation of payment of the purchaser or with the application for or commencement of the insolvency proceedings. Through processing, the buyer acquires no ownership of the new thing according to § 950 BGB. The processing is performed for f-tronic without incurring liabilities. If the goods are processed, mixed or blended with other items, f-tronic acquires the co-ownership of the new item in proportion to the value of their reserved goods to the total value of the goods. The buyer will assign f-tronic the outstanding money as well as all rights from the resale of the reserved goods, namely in a proportionate manner and if the goods have been processed, combined or mixed and f-tronic has acquired a co-ownership of them in the amount of f-tronic’s invoice value. In the latter case, f-tronic shall at this assignment submit a fraction of the respective purchase price claim appropriate to the invoice value of their goods to the invoice value of the item. If the buyer has sold the outstanding money in the context of real factoring, it shall cede the outstanding money against the factor to f-tronic. F-tronic accepts this cessation. F-tronic will not collect the outstanding monies ceded, provided the buyer meets their payment obligations. The direct debit mandate expires on default of payment of the purchaser. In this case, f-tronic is authorized by the purchaser to inform the customers of the assignment and to collect the outstanding monies itself.
The buyer is obliged to, on request, give f-tronic a precise inventory of outstanding monies owed with names and address of the customers, amount of the individual outstanding monies, invoice date etc and to share all information necessary for the assertion of outstanding monies ceded with f-tronic and to allow the verification of this information. The buyer is entitled to collect the outstanding monies itself as f-tronic gave the buyer no other instructions. If the value of the securities existing for us exceeds the outstanding monies of f-tronic by a total of more than 20%, on request of the buyer, f-tronic is obliged in this respect to release securities at its own discretion.
§ 6 Warranty, quality material defects
(1) Warranty period
The warranty period is one year after delivery or, as far as acceptance is required, from the acceptance.
(2) Duty to inspect and goods defect complaint requirement
The delivered goods are to be investigated carefully immediately after delivery to the customer or to the third party designated by the customer. They are considered approved if f-tronic is not presented with a written notice of defects with regard to obvious defects or other defects which were recognizable in an immediate, thorough investigation, within seven working days after delivery of the delivery item or otherwise within seven working days after the discovery of the defect or at any previous time at which the defect was evident for the customer during normal use of the delivery item without further investigation. At the request of f-tronic, the rejected delivery item is to be returned f-tronic carriage paid. In case of justified complaint, f-tronic shall reimburse the costs of the cheapest shipping route; this does not apply if the costs increase because the delivery item is located at a place other than the place of intended use.
(3) Defect repair
In case of goods defects of the delivered goods, f-tronic is, at their discretion within a suitable period, obliged and authorised to carry out rectification of defects or replacement delivery. In the case of failure, i.e. the impossibility, unacceptability, refusal or unreasonable delay of repair or replacement, the customer can withdraw from the contract or appropriately reduce the purchase price.
If f-tronic is at fault for a defect, the customer can, under the conditions specified in paragraph 7, claim compensation for damage.
(5) Exclusion/extra costs
The warranty does not apply if the buyer alters the delivery item or allows it to be altered by a third party without the consent of f-tronic and the removal of defects is thereby made impossible or unreasonably difficult. In any case, the customer has to bear the additional costs incurred by altering the defect
§ 7 Liability
(1) The liability of f-tronic to pay compensation, regardless of the legal reason, in particular for impossibility, delay, defective or incorrect delivery, breach of contract, violation of duties during contractual negotiations and tort is, if it in each case comes down to a fault, limited in accordance with this point 7.
(2) f-tronic is not liable in the case of simple negligence of its institutions, legal representatives, employees or other vicarious agents as far as it is not a violation of essential contractual obligations. The obligation of timely delivery and installation of delivery items free of substantial defects are contractual obligations, as well as counselling, protection and care obligations which should allow the customer the contractual use of the delivery item or which aim to protect the life or limb of the personnel of the customer or protect its property from significant damage.
(3) If f-tronic, in accordance with this point 7. is liable for damages, such liability is limited to damages which f-tronic envisaged upon conclusion of the contract as a possible consequence of a contract breach, or should have envisaged upon due diligence. Indirect damages and consequential damages which are due to defects in the delivered goods, are also eligible to be replaced if such damage is typically to be expected during normal use of the delivery item.
(4) In the case of liability for simple negligence, the replacement liability of f-tronic is for property damage and any additional financial losses resulting from this is limited to an amount of €6 million per claim (according to the current coverage of product liability insurance or liability insurance), even if it is a violation of essential contractual obligations.
(5) The preceding liability exclusions and limitations shall apply to the same extent in favour of institutions, legal representatives, employees and other vicarious agents of f-tronic.
(6) As far as f-tronic gives technical information or advice and this information or advice is not part of the contractually agreed scope of service owed by f-tronic, this is done free of charge and under exclusion of any liability.
(7) The restrictions of this point 7 shall not apply to the liability of f-tronic due to intentional behaviour, guaranteed characteristics of state, due to injury of life, body or health or according to the product liability law.
§ 8 Return
The buyer has no right to exchange or return goods delivered in accordance with the contract. Should f-tronic exceptionally agree to exchange or retract the goods, the following applies: The exchange or withdrawal must be agreed in writing with f-tronic before returning the goods. The goods must be sent back carriage paid and free of costs to one of the f-tronic warehouses at the risk of the customer. The goods must arrive at f-tronic in perfect condition; there must be no used, already assembled, broken, defective or constructively overhauled material. It is further agreed that f-tronic shall invoice the purchaser 15% of the value of the exchanged or returned goods invoiced as reimbursement of costs if no other amount has been agreed separately in writing.
§ 9 Final provisions
(1) Place of jurisdiction
Place of jurisdiction for all possible disputes arising from the business relationship between f-tronic and its customers/clients is Saarbrücken, at the discretion of f-tronic, or the headquarters of the customer/client. Saarbrücken is exclusive place of jurisdiction for actions against f-tronic. Mandatory legal provisions on exclusive jurisdiction remain unaffected by this regulation.
(2) Choice of law
The relations between f-tronic and its clients/customers are subject to only the law of the Federal Republic of Germany. The United Nations Convention on contracts for the international sale of goods of 11th April 1980 (CISG), does not apply.
Insofar as the agreement or these general conditions of sale contain loopholes, the legally effective regulations that the parties would have agreed to according to the economic objectives of the contract and the purpose of these general conditions of sale in which the loopholes had been known are considered as agreed for filling these loopholes.
With this publication of these general terms and conditions, all previous f-tronic terms lose their validity.
© f-tronic GmbH 2016-2017
Our general terms and conditions at any time for download: GTC