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General Terms and Conditions (GTC)
Scope of Application of these GTC
- The following GTC apply to this and all subsequent contracts of Fienhage Poultry‐Solutions GmbH, Fienhage Broiler‐Solutions GmbH and Fienhage International GmbH – hereinafter referred to as FIENHAGE. The right to make changes is reserved.
- FIENHAGE shall not be bound by contradicting GTC of the Customer. These GTC shall also apply when FIENHAGE performs services being aware of contradicting conditions of the Customer, even if FIENHAGE does not expressly object to them. Any additional obligations accepted by FIENHAGE shall not affect the application of these sales conditions.
Conclusion of Contract
- The Customer shall be bound by its purchase order for five weeks. Any and all purchase orders received also by FIENHAGE’s employees and subsequent amendments of contracts concluded will only take effect upon a written order acknowledgement by FIENHAGE (hereinafter referred to as OA) or by the performance of an ordered service. Any other behavior or silence does not create an obligation for FIENHAGE. Employees of FIENHAGE are not authorized to waive the obligation to make an OA or to make promises deviating from its contents.
- The contract shall be deemed to be concluded with the contents of the OA, unless the Customer objects to the OA, in writing, to FIENHAGE, within 7 calendar days after receipt of the OA, at the latest.
Duty to Cooperate in Contracts with Assembly Service
- The Customer shall ensure an adequate access to the construction site and provide sufficient space for unloading and it shall create the structural requirements for the assembly work; assembly rooms shall be heated in winter; the Customer shall be obligated to provide electrical energy, water, lighting. The Customer shall create the preconditions to perform test runs.
Obligations of the Company FIENHAGE
- FIENHAGE shall not be obligated to advice the Customer. If the agreed services require more detailed provisions, FIENHAGE shall be entitled to make such by taking into account its own interests and the recognizable interests of the Customer.
- When assembly is required, FIENHAGE may request the Customer to perform partial acceptances for self‐contained parts of the subject matter of the contract after their completion. Furthermore, FIENHAGE may request acceptance upon completion. In the event of material defects, the Customer shall be entitled to refuse the (partial) acceptance. Any contractual and statutory warranty claims for defects reserved by the Customer upon (partial) acceptance shall remain unaffected.
- Preconditions for the compliance with deadlines on the part of FIENHAGE are and the customer shall be in default of acceptance if (a) the Customer fails to comply with its duty of cooperation required to render the services; (b) the dispatch of goods is delayed due to circumstances for which the Customer is responsible; (c) the Customer fails to provide, in due time, any documents, approvals or releases to be obtained.
- FIENHAGE shall only be obligated to perform when the Customer has made the agreed down payment and has complied with all other obligations incumbent upon it. FIENHAGE’s additional rights shall remain unaffected if the Customer is responsible for the non‐compliance with its obligations. The delivery term will be reasonably extended in the event of force majeure or other hindrances not caused by FIENHAGE.
- For sold goods, the risk shall pass to the Customer upon loading, irrespective of who performs the transport. In the event of a delay of dispatch caused by circumstances for which the Customer is responsible, the risk shall pass to the Customer upon notification of the readiness for dispatch. In the event of assembly services, the risk shall pass to the Customer upon acceptance of the goods.
- Irrespective of any other arrangements, in particular an agreement on relating Incoterm clauses, FIENHAGE shall not be obligated to organize the transport of the goods, to insure the goods, to obtain any certificates or documents not expressly agreed, to obtain the licenses, approvals or other formality to be observed for import or export, or to perform the customs clearance, to bear public charges arising outside of Lutten, to comply with measuring and weight systems, packaging, identification or labelling provisions applicable outside of Lutten or to take back packaging material from the Customer.
Price and Payment
- In the event of agreed assembly, the payment shall fall due, in full, upon acceptance. If the services are accepted in parts, the agreed payment shall be made for each part upon its acceptance.
- Payments shall be made in Euros, at the date specified in the OA, and without discount and charges. The receipt of the payment by FIENHAGE shall be decisive for the timeliness of the payment.
- FIENHAGE shall, at its own discretion, be entitled to set off payments received with receivables due from the Customer at the time of payment which are based on its own or assigned rights.
- In the event of default of payment, the Customer will be charged a handling fee of EUR 10 for each dunning letter, the costs of a judicial or extrajudicial litigation as well as interests in the amount defined in Art. 288 of BGB (German Civil Code).
- If the Customer is in default of payment or in the event of other serious indications that the payment is endangered, FIENHAGE shall, notwithstanding further claims, be entitled to request immediate payment for deliveries already made and prepayment or payment upon delivery for future deliveries, at its own option. As an alternative, FIENHAGE may request the provision of sufficient securities.
- The Customer shall not be entitled to offsetting against claims for payment against FIENHAGE, unless the Customer’s counter claim is based on its own right and is either judicially determined, accepted by FIENHAGE in writing or undisputed. The Customer shall only be entitled to a right of retention or any other objection, if FIENHAGE commits a serious breach of its obligations arising from the same contractual relationship and failed to offer an adequate security.
Retention of Title
- Goods delivered shall remain the property of FIENHAGE until the Customer has fulfilled any and all of FIENHAGE’s claims arising from the business relationship, including claims arising in future under contracts concluded simultaneously or later.
- In the event of resale of the goods under retention of title, the Customer shall be obligated to disclose FIENHAGE’s retention of title and to pass it on in a way that FIENHAGE remains the owner on account of retention of title. Claims arising from resale are herewith assigned to FIENHAGE. Income from resale shall be deemed to be received for FIENHAGE and shall be paid to FIENHAGE insofar as FIENHAGE has outstanding debts. The Customer shall support FIENHAGE in all legally admissible measures required to protect FIENHAGE’s property in the relating country. Any additional costs incurred as a result shall be borne by the buyer.
- If the Customer violates the contract, in particular in the event of default of payment, FIENHAGE shall be entitled to take the delivered objects back. Such repossession shall not be considered a withdrawing from the contract, unless FIENHAGE expressly stated it in writing.
- FIENHAGE undertakes to release securities if and insofar as their value exceeds 120 % of FIENHAGE’s claim; FIENHAGE shall be responsible for selecting the securities to be released.
- In the event of a defect, FIENHAGE offers a warranty to the Customer under the following conditions:
- The quality to be provided by FIENHAGE as well as the quantity of the deliverable are exclusively subject to the specifications in the OA. Public statements by FIENHAGE or FIENHAGE’s employees or by third parties on the goods to be provided shall not be taken into consideration in the determination of the quality of the service to be performed. FIENHAGE’s employees are not entitled to make guarantee statements, provide information on quality or information on profitability, outside of the OA.
- FIENHAGE will exclusively accept a guarantee (Art. 443 of BGB) if such is specified in the OA. In no event, will other statements by FIENHAGE or FIENHAGE’s employees constitute a guarantee.
- The Customer shall inspect the goods immediately after transfer and shall check each individual delivery in any respect for recognizable and typical lack of conformity. If the Customer finds such lack of conformity, the Customer shall be obligated to directly inform FIENHAGE of such in writing and as soon as possible.
- Defects in partial deliveries will not entitle the Customer to reject the entire services.
- If the Customer attempts to remedy defects themselves, without having granted FIENHAGE a grace period for rework which expired without performance, FIENHAGE’s warranty will be cancelled.
- In the event of justified complaints, FIENHAGE will, at its own discretion, remedy the defect or provide a replacement. If the subsequent performance is unsuccessful, the Customer shall be entitled to deductions in price or to withdrawal.
- Claims for damages against FIENHAGE will exist only insofar as the damage was caused by gross negligence or intent. The same shall apply to any claim for the reimbursement of expenses under Art. 284 of BGB. The Customer’s rights arising from Articles 283, 311 a of BGB as well as from the Product Liability Act (Produkthaftungsgesetz) as well as claims for damages as defined in Art. 309 no. 7 a of BGB shall remain unaffected thereby. The Customer shall be obligated to inform FIENHAGE of special risks of damage prior to the conclusion of the contract.
- In the event of construction services, the warranty period defined in VOB/B (Construction Contract Procedures, Part B) shall apply, in all other cases it shall be 24 months. Art. 479 of BGB shall remain unaffected.
- The disclaimers and limitations above shall apply also as to the personal liability of bodies, employees, representatives and vicarious agents of FIENHAGE.
- FIENHAGE will not accept any warranty that the goods are suitable for the purpose intended by the Customer and/or are in compliance with the legal provisions applicable in the Customer’s country. The Customer shall, at its own expense, be responsible for obtaining any permits and authorizations which are required for use and/or delivery and/or assembly.
- Without prejudice to any other legal rights, FIENHAGE shall be entitled to withdraw from the contract without replacement, if the Customer objects to the applicability of these GTC, if an application for the initiation of insolvency proceedings over the Customer’s assets is filed, if the Customer fails to comply with material obligations towards FIENHAGE or a third party, without giving a justified reason, if the Customer made untruthful statements about its creditworthiness, if FIENHAGE receives information about a material deterioration of the Customer’s asset situation after the conclusion of the contract, if FIENHAGE does not receive correct or timely deliveries itself, without FIENHAGE’s fault, or if FIENHAGE is, for other reasons, no longer able to comply with its service obligations by using means which are reasonable taking into account its own interests and the justified interests of the Customer recognizable at the time of conclusion of the contract as well as, in particular, in view of the agreed compensation.
- FIENHAGE shall be entitled to store and process data about the Customer received as part of the business relationship according to the current legal principles.
- FIENHAGE reserves all copyrights, other industrial property rights and rights arising from know‐how to all illustrations, drawings, calculations and other documents. Such shall not be disclosed to third parties and shall only be used for their intended purpose.
- Use of the data beyond the specific business purpose is excluded.
- If you would like to receive information about your saved data, ask for a deletion or have any questions, please contact the following email address: firstname.lastname@example.org.
General Bases of Contract
- Place of performance, payment and fulfilment for all obligations arising from this contract shall be Lutten. That shall apply irrespective of arrangements regarding the bearing of costs or an agreement on Incoterms clauses.
- The laws of the Federal Republic of Germany shall apply to all rights and claims arising from this contract. The place of jurisdiction shall be Vechta.
- All – contractual and non‐contractual – disputes arising from contracts which are intended to fall under the applicability of these sales conditions shall be submitted to the locally and internationally exclusive jurisdiction of the courts competent for Vechta. Such competency excludes, in particular, any other competency which is legally stipulated based on a personal or factual connection. Moreover, the Customer shall not be entitled to raise any counterclaim, offsetting, third party notices or retention before any other than the court in Vechta which has exclusive jurisdiction. However, FIENHAGE shall be entitled, in individual cases, to file actions at the Customer’s registered office or before other courts competent based on domestic or foreign laws.