AGB

General terms and conditions of business

FEMO Trade GmbH & Co. KG, Stand: 01.07.2015

1. Delivery conditions

These delivery conditions apply exclusively. Any deviating conditions of the purchaser are expressly rejected and require express written confirmation to be valid.

2. Offer, acceptance of order and obligation to deliver

Our offers are non-binding and require confirmation by the buyer. The order is a binding offer by the buyer. Acceptance occurs either by sending an order confirmation or by delivery of the ordered goods within a period of 2 weeks.

The delivery period shall be extended appropriately in the event of force majeure events such as industrial disputes and in the event of unforeseen obstacles beyond our control (e.g. delay in delivery by the supplier) as well as obstacles which have a significant impact on the completion or delivery of the delivery item.

We are not responsible for the aforementioned circumstances even if they arise during a delay that already exists. In important cases, we will inform the customer of the start and end of such obstacles as quickly as possible.

The right to delivery or compensation is void if certain models are no longer manufactured due to operational restrictions, product changes, product changes or similar reasons. Minor model changes are expressly agreed to.

3. Delivery time

The delivery dates specified in the order confirmation will be adhered to wherever possible. After the delivery date has expired, a reasonable grace period must be set. This takes the interests of both parties into account.

With the handover and acceptance without objection of goods delivered late, the delivery is deemed to have been accepted on time and properly. Claims for damages by the customer due to late or non-delivery are generally excluded.

For contracts with an agreed delivery time of more than 4 months, we reserve the right to increase prices in line with cost increases resulting from collective agreements, increases in material prices or currency fluctuations. The customer has the right to terminate the contract with immediate effect if the price increase exceeds 4%.

4. Pricing

The prices stated in our offers do not include VAT, which will be charged at the statutory rate.

The prices valid on the day of delivery will be invoiced in EURO, unless otherwise agreed. The prices apply, unless otherwise agreed, free domicile or free warehouse of the purchaser.

5. Terms of payment

Invoices are payable within 10 days of the invoice date without deduction, unless different conditions have been agreed. Partial deliveries are subject to the same payment conditions.

If the customer defaults on payment, default interest of 8% above the base interest rate (on the due date) as well as any judicial and/or extrajudicial costs incurred in the dunning process will be charged.

In the event of late payment, we may either take back the delivery items and, in deviation from the statutory provisions on pledge sales, sell them freely at the best possible price for the purchaser's account and risk. This does not release the purchaser from the obligation to fulfil the contract.

6. Transfer of Risk

The risk passes to the customer when the delivery or partial delivery is dispatched, unless otherwise expressly agreed. This also applies if the shipping costs or delivery were borne by us. The customer is free to take out insurance against these risks at his own expense.

Delivered items must be accepted by the purchaser, even if they have minor defects, without prejudice to his other rights.

When receiving the goods, the purchaser must carefully check them for defects. Visible defects, including damage to the packaging, which indicate damage to the goods, must be identified immediately and reported in writing and documented with photographs within 5 days. Acceptance of the goods with reservations is therefore excluded.

7. Warranty

In the case of defects for which we are responsible, the statutory provisions apply.

The customer must keep any goods that are the subject of a complaint available and store them properly packaged until we have agreed to collect them. We will refuse to accept goods that are the subject of a complaint if this is done without prior consultation.

8. Quality of the goods

The risk of use of the purchased products lies with the purchaser. Commercial use or resale for commercial purposes is not permitted. In this case, the warranty is automatically excluded.

9. Delay in acceptance

If the purchaser does not accept goods that have been delivered on time and in accordance with the terms and conditions, he remains obliged to pay the purchase price at the agreed due dates. At the same time, he is obliged to pay the damages incurred due to the delay, such as double delivery and interim storage, in the amount incurred.

10. Retention of title according to § 449 BGB

The goods remain our property until all claims arising from the business relationship with the customer have been paid in full.

The purchaser is entitled to resell the goods in the ordinary course of business, taking into account the following provisions:

The purchaser's authority to sell goods subject to retention of title ends when the purchaser ceases to make payments or when insolvency proceedings are filed against the purchaser's assets.

The purchaser hereby assigns to us the claim from the resale of the reserved goods. We accept the assignment.

The customer is obliged to inform us of the third-party debtors with their full address upon request and to notify them of the assignment. Pledging or transferring ownership of the reserved goods or the assigned claims as security is not permitted. Seizures of the reserved goods must be reported immediately in writing. The pledgee must be informed of the retention of title in writing.

In the event of cessation of payment, the customer is obliged to send us a list of the goods still subject to retention of title and the claims against third-party debtors, together with a copy of the invoice. Amounts received from assigned claims must be kept separately until they are transferred to us.

To secure the purchase price claims from previous deliveries, from the current business and from future deliveries, the customer also transfers to us all of the goods, paid for and unpaid, that originate from us and are located in the customer's business premises and in its warehouses. The customer must store the goods carefully as if they were his own goods and only resell them to the extent that it is certain that the assigned proceeds from the resale will accrue to us.

We are entitled to withdraw from the contract at any time and to demand the assignment of the buyer's claims for return against third parties if the buyer fails to comply with his contractual obligations.

The purchaser is obliged to adequately insure goods subject to retention of title against fire, burglary, theft and water damage. Insurance claims are hereby assigned to us in the amount of the value of the goods. We accept the assignment.

We are obliged to release the security rights agreed in accordance with the above provisions at our discretion to the extent that their value exceeds the claims to be secured by 20%.

11. Tolerances

Minor tolerances of the dimensions and colors specified in the offer and product range sheets are permissible. This particularly applies to differences due to manufacturing processes. We reserve the right to make changes to the dimensions and designs of models as well as technical improvements. Such changes do not constitute grounds for complaint.

12. Offer and sales documents

Quotation and sales documents remain our property. They may not be presented to other suppliers or made accessible in any other way. The explanations, notes and reservations provided are considered to be part of our general terms and conditions.

13. Data storage

We operate an IT system in which a wide variety of data from business transactions is stored. Insofar as personal data is stored here, the customer takes note of this in accordance with Section 26 Paragraph 1 of the Data Protection Act.

14. Place of jurisdiction / choice of law

The place of jurisdiction is Hanover. The legal relationship between the parties is subject exclusively to German law. The UN Convention on Contracts for the International Sale of Goods is excluded.