1. Applicable Law, Place of Jurisdiction and Place of Performance
a) All relationships between FRT GmbH (referred to as FRT) and the contracting party are exclusively subject to the law of the Federal Republic of Germany under exclusion of the UN Sales Convention.
b) Place of jurisdiction for all disputes between FRT and the contracting party is the competent court at the headquarters of FRT in Bergisch Gladbach, Germany.
c) Agreed place of performance is the registered office of FRT.
a) FRT supplies and provides solely in accordance with these terms and conditions.
b) FRT hereby expressly rejects any alternative or supplementary terms and conditions of the client. Such terms and conditions also do not apply when provided as the basis of an order or other statement by the client. The execution of an order does not imply that FRT acknowledges the client's terms and conditions.
c) Documentation such as illustrations, drawings and weight specifications provided with a quotation are approximates only, unless they are expressly designated as binding. FRT retains the ownership and copyright of any cost estimates, drawings and other documents; such shall not be made available to third parties.
Orders must be in writing. If the order confirmation provided by FRT is different from the client's order, the client is obligated to check the changes which shall be deemed to be approved if the client does not object within 10 days.
a) FRT will typically fulfil orders using its own human and material resources. In addition, FRT is entitled to commission subcontractors or its own suppliers in order to execute an order and to create or commission the creation of photos, drawings and documents without the need for specific consent by the client.
b) Samples provided by the client will only be returned by FRT after the execution of an order if this is expressly agreed upon in writing and the return shipment of the samples is not subject to permit requirements. This particularly applies to samples the client has sent in order to carry out measurements. FRT is not liable for the accidental loss of samples.
c) The shipping and returning of samples takes place at the risk of the client. This applies even if FRT deviates from the client's instructions concerning the method of dispatch without any compelling reason or carries out the shipment with its own means of transport and/or employees.
d) The client will be responsible for the cost of shipping and handling samples; this also applies to return shipments.
e) In the case of damage, the client shall promptly provide FRT with a confirmation of damage note issued by the transport company or transport manager in order to avoid the loss of any and all claims.
f) Packaging is not returnable.
5. Client Obligations
a) The client shall provide FRT with any information, documents and samples necessary for the execution of the order free of charge and in a timely manner. FRT is to be informed of any events and circumstances that may recognisably be relevant for the execution of the order in time and without specific request.
b) Hazardous samples or special handling requirements for samples are to be expressly stated by the client.
6. Terms of Payment
a) Payments shall be made in accordance with the respective agreements without deduction. If partial payments are agreed upon, the client shall be in default if payment is not made within 30 days after the due date.
b) In the case of default or if the payment due date has expired, FRT is entitled to charge interest at the rate of 8 percentage points above the respective base rate according to § 247 BGB.
c) Retention and set-off are excluded unless the counterclaims are not disputed by FRT or legally established.
d) If the client defaults on the down payment or other contractual obligations, FRT is entitled, at its discretion, to withdraw from the contract or to claim damages.
7. Delivery and Other Deadlines
a) Delivery dates and/or other deadlines are only binding for FRT when a relevant agreement has been made in writing.
b) The client is entitled to be informed about execution and delivery at his own expense.
c) FRT may provide and deliver prior to the expiry of the agreed times.
d) Agreed deadlines for delivery and service shall begin to run no sooner than the time of order confirmation. If a partial payment has been agreed upon and/or the services provided by FRT require the sending of samples or documents, deadlines shall not begin to run until partial payment and samples/documents have been received by FRT. Compliance with terms by FRT is always conditional upon the client's fulfilment of all obligations due at that point in time.
e) Partial deliveries are permitted.
f) If the order is to carry out measurements, it is fulfilled when FRT has provided the measurement results to the client in print.
8. Retention of Title
a) Delivered goods remain the property of FRT until full payment of the purchase price and to cover any incidental claims has been received and any existing account balance in favor of FRT has been settled. Bills of exchange and cheques shall be accepted by FRT as conditional payments only.
b) Should the client fail to fulfil his contractual obligations, especially in the event of default of payment, FRT is entitled to take back the delivered product; the client is obliged to hand over the article. The redemption request does not constitute a withdrawal from the contract unless this is expressly stated by FRT.
c) The client is obliged to immediately notify FRT in the event of seizure or any other third-party interventions concerning the delivered goods in order to allow FRT to exercise its rights to the article.
d) The client is entitled to sell the delivered product in the ordinary course of business. The client hereby assigns any claims in the amount of the invoice total for the delivered product to FRT which may accrue against third parties from the resale. FRT hereby accepts this assignment. The client shall inform FRT of the purchaser of the delivered goods without request. Even after the assignment, the client is authorized to collect the debt. FRT reserves the right to collect the claim on its own, should the client fail to properly fulfil his payment obligations or enter default of payment.
e) Any treatment and processing of the delivered product shall take place in the name and on behalf of FRT. In the case of processing involving objects not belonging to FRT, FRT acquires co-ownership of the new item at the ratio of the value of the product delivered by FRT to the other processed items. The same applies if the delivered product is mixed with other items not belonging to FRT.
f) If requested by the client, FRT is obliged to release the securities and assigned claims due to FRT if their value exceeds the claims to be secured by more than 20 percent.
9. Refusal of Acceptance and Notional Acceptance
a) An acceptance by the client shall be made no later than 2 months after delivery.
b) The unconditional operation for more than 4 weeks is equivalent to the acceptance by the client.
a) The warranty period is 24 months. For used parts the warranty lasts 12 months.
b) Claims will only be considered if they are made by the client in writing immediately upon receipt of the goods.
c) FRT fulfils its warranty obligations by supplementary performance. FRT is entitled to choose a particular type of supplementary performance.
d) The client is entitled to a price reduction or compensation for damages only if the legal requirements are met. Claims for damages are limited in amount by the value of the goods or services provided.
e) Warranty claims are excluded if interventions have been made to the product or result of the service by the client or a third party.
f) No warranty is assumed for damages that have arisen for the following reasons: unsuitable or improper use, faulty assembly or operation by the client or third parties, normal wear and tear, incorrect or negligent treatment, unsuitable cleaning agents, unsuitable building ground or building, chemical, electrochemical or electrical influences.
a) FRT shall be liable, under exclusion of all further claims, for damages - regardless of the legal reason - only if FRT, its employees or its vicarious agents have caused the damage with intent or gross negligence by poor performance of the contract, unless a typical contractual liability, life, limb or health are affected. This also applies to damages resulting from remedial work.
b) Claims for damages against FRT are limited to the amount of the typically foreseeable damage.
12. Protection of Privacy
The client allows FRT to process client data provided in connection with the business relationship for its own business purposes in accordance with applicable legal provisions. In particular, FRT may store data or transmit data to a credit protection agency as long as this is done within the context of the purpose of the contract or is necessary to protect the legitimate interests of FRT and there is no reason to believe that the legitimate interest of the client to the exclusion of the processing, in particular the transmission, of this data predominates.
If any provision is wholly or partly invalid, the remaining provisions shall remain effective."