§ 1 - General and scope

(1) The terms and conditions of delivery and payment apply only to companies, legal persons under public law and special assets, hereafter referred to as the "Client".

(2) Deviating or supplementary terms and conditions of the Client shall apply only if Fröhlich + Walter GmbH (hereafter known as the "Supplier"), has approved them in writing.

(3) The terms and conditions of delivery and payment also apply to all future business, even if reference is not expressly made to them.


§ 2 - Offer and conclusion of contract

(1) All offers from the Supplier are subject to amendments and are non-binding, insofar as they are not identified as expressly binding or include a specific term of acceptance.

(2) The Supplier may accept orders or deliveries within 14 days after receipt.

(3) Contracts only come into force with access to a written order confirmation by the Supplier or through execution of the delivery.


§ 3 - Prices

(1) The prices are net prices given in euros and include carriage forward and packaging plus statutory mandatory value added tax.

(2) Dates and deadlines for deliveries and services set by the Supplier are only ever approximate, unless a fixed period or a fixed date has been expressly agreed or promised. Insofar as delivery has been agreed, delivery periods and delivery dates refer to the date of handover to the forwarder, carrier or third party otherwise responsible for the transportation.

(3) The Supplier is not liable for the impossibility of delivery or for delivery delays, inasmuch as these are due to a force majeure or other unforeseeable events at the time of concluding the contract (for example, operational disruptions of any kind, difficulties with materials or energy procurement, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in procuring the necessary regulatory approvals, official measures or the lack thereof, incorrect or late delivery by suppliers) for which the Supplier is not responsible. In this case, the Supplier must inform the Client immediately regarding the impossibility of delivery or the delay to the delivery. Insofar as such events make the delivery or service considerably more difficult or impossible for the Supplier, and the hindrance is not of a temporary nature only, the Supplier is entitled to withdraw from the contract. In this case the Supplier is obliged to refund the Client immediately for services already provided. For impediments of a temporary duration, the delivery or delivery deadlines are extended or the delivery or service deadlines are shifted for the period of the hindrance plus a reasonable starting period. Insofar as the acceptance of the delivery or service cannot be reasonably accepted by the Client as a result of the delay, they may withdraw from the contract with immediate written notice to the Supplier.

(4) The Supplier is only entitled to make partial deliveries if:
-    The partial delivery is usable for the Client under the intended purpose of the contract,
-    The delivery of the remainder of the ordered goods is ensured and
-    The Client does not have to bear significant extra expenses or additional costs, unless the Supplier declares they are prepared to assume these costs.

§ 5 - Place of fulfilment, packaging, transfer of risk and acceptance

(1) The place of performance for all obligations arising from the contractual relationship is the head office of the Supplier (Saarbrücken), provided nothing to the contrary is expressly specified. If the Supplier is also liable for the installation, the place of fulfilment is the location where the installation takes place.

(2) The risk passes to the forwarder, carrier or other third parties responsible for execution of the shipping, with the handover of the item (whereby the start of the loading procedure is decisive) for delivery to the Client at the latest. If the shipment or delivery is delayed as a result of circumstances caused by the Client, the risk transfers to the Client, from the time at which the item for delivery is ready for shipping and the Supplier has indicated this to the Client.

(3) The Client shall assume the storage costs after transfer of risk. For storage with the Supplier, the storage costs are 0.25% of the invoice amount of goods to be stored per week elapsed. The contract parties reserve the right to enforcement and proof of further or lower storage costs.

(4) The shipment is only insured by the Supplier at the express request of the Client and at their expense, against theft, breakage, transportation, fire and water damage or other insurable risks.

(5) Transportation damage must be indicated by the forwarder, carrier or other third parties executing the shipment. The Supplier must be informed about this immediately.


§ 6 - Refusal of acceptance by the Client,
lump sum claims for damages and reimbursement of expenses

If the Client does not accept goods sent to them or refuses to accept them despite written requests by the Supplier, the Supplier is entitled to continue with the contract or to withdraw from the contract as they choose. In the event of termination by the Supplier, the Client is obliged to pay the Supplier lump sum damages and reimbursement of expenses amounting to 10% of the purchase price. The Client reserves the right to prove that the damages actually incurred by the Supplier are considerably lower. The Supplier is entitled to assertion of further claims for damages.


§ 7 - Payment, offset and right of retention

(1) Invoices are due for payment once received by the Client.

(2) The Supplier is also entitled to deliver the goods against cash on delivery.

(3) Rebates, discounts and deferred terms require separate written agreement. Cheques are only accepted once processed and bills of exchange are not accepted as means of payment.

(4) The payment is deemed to have been made only if the Supplier can access the amount.

(5) A Client offset is impermissible, insofar as it does not occur with uncontested or legally determined counterclaims.

(6) In order to assert rights of retention, the Client only has entitlement as a result of counterclaims from the same contractual relationship.


§ 8 - Liability for defects

(1) Claims from the Client presuppose that this has been properly fulfilled according to inspection and complaint obligations based on § 377 of the German Commercial Code. The defective item is to be made available to the Supplier for inspection at the place of performance.

(2) If there is a defect in the item delivered, the Supplier is entitled at their discretion to removal of the defect (repair) or the delivery of a defect-free item (subsequent delivery). Replaced parts become the property of the Supplier. In the event of failure, i.e. the impossibility, unacceptability, refusal or unreasonable delay of repair or replacement, the Client may withdraw from the contract or appropriately reduce the purchase price.

(3) The warranty becomes invalid if the Client alters the delivered item or has it altered by third parties without the consent of the Supplier and the removal of defects is rendered impossible or unreasonably difficult. In any case, the Client must bear the additional costs incurred by removing the defect through this alteration.

(4) A used item supplied in an individual case as agreed with the Client is handled under the exclusion of any warranty for defects.

(5) If the goods supplied have already been sold on, processed or redesigned, the customer is only entitled to minimum rights.

(6) Slight technically unavoidable deviations in quality, colour, width, weight, fittings or design do not represent a fault. The same is true for modifications that improve the function and quality of an item. This also applies to the usual industry deviations, unless the Supplier has stated expressly and in writing a requirement for delivered goods complying with the sample. Details of the aforementioned type do not constitute a warranty declaration.


§ 9 - Limitation of liability and limitation period

(1) Due to breach of contractual and non-contractual obligations, and in particular due to impossibility, delay, fault when initiating the contract and tort, the Supplier is only liable – also for senior employees and other agents – in cases of intent and gross negligence, limited to the contract-typical damage foreseeable upon conclusion of the contract.

(2) These limitations do not apply to culpable breach of essential contract obligations, insofar as the purpose of the contract is at risk, in cases of compelling liability according to product liability law, for damage to life, limb and health, and even then not if and insofar as a defect has been fraudulently concealed or its absence has been guaranteed. The rules regarding the burden of proof remain unaffected by this.

(3) Unless otherwise agreed, contractual claims arising by way of or in connection with the delivery of goods become time-limited one year after receipt of the goods, insofar as they do not involve compensation for physical or health damage or typical foreseeable damages, or are based on intent or gross negligence on the part of the Supplier. In the event of rectification the limitation period does not recommence.


§ 10 - Retention of title

(1) All deliveries are made exclusively under retention of title. Up to receipt of all payments from the delivery contract, the Supplier reserves the right to ownership of the goods supplied. If the Client is a trader, the Supplier reserves the title until the settlement of all claims from the business relationship with the Client, including cashing of cheques submitted.

(2) The processing or remodelling of goods purchased by the Client is always carried out for the Supplier without this being an obligation. Through the combining, mixing or processing, the Client does not acquire ownership of the new item according to § 947ff. If the purchased item is processed, combined or mixed with other items not belonging to the Supplier, the Supplier then acquires co-ownership of the new item at the percentage of the invoice amount of the total value of the reserved goods.

(3) The Client is obliged to keep the reserved items in good condition during the period of retention and to carry out all necessary maintenance and repair work immediately at their own expense.

(4) The Client is entitled to resell the goods, if and to the extent that this resale is carried out as proper business transactions and they are not in default of payment.

(5) As a precaution, the customer assigns these claims to the Supplier accepting them, from the selling on of the reserved goods, at the full amount and irrespective of whether or not the reserved goods are processed, and whether they are being sold to one or more buyers. In the event that the reserved goods are sold by the Client together with other goods not belonging to the Supplier, unless this is after processing, the claim is considered to be assigned to the Supplier in proportion to the other goods or the joint ownership rights of others to the newly created goods to which they correspond at the time of sale of the existing value ratio of co-ownership of the reserved goods.

(6) The Client is authorised to collect the claim from the resale despite the assignment, provided they are not in default of payment. The collection authorisation of the Supplier remains unaffected by the collection authority of the Client. The Supplier shall not collect the claim themselves, as long as the Client duly meets their payment obligations. At the request of the Supplier, the Client must inform the debtors of the assigned claims and display the assignment to the Supplier to the debtors.

(7) If the Client goes into default with payment, the Supplier is entitled to claim back the goods. In the event of delay, the Supplier is furthermore entitled to claim back reserved goods originating from other contracts from a trader, insofar as those reserved goods, on account of which the payment default has occurred, are no longer the property of the Client.

(8) Pledging or transfer of security of the reserved goods or the assigned claims are impermissible. The Supplier must be informed of pledging immediately, giving details of the pledge creditor.


§ 11 - Court of jurisdiction, applicable law and contractual language

(1) If the Client is a trader, the place of jurisdiction (also for bills of exchange and cheques) is the place of business of the Supplier (Saarbrücken); however, the Supplier is entitled to sue the Client at their location.

(2) The law of the Federal Republic of Germany applies; the UN purchasing law (CISG) is excluded.

(3) The contract language is German. Insofar as the parties also use another language, the German wording takes precedence.


§ 12 - Severability clause

Should a provision of this agreement be invalid or demonstrate a gap, the effectiveness of the rest of the contract is not affected by this.

In place of the invalid clause or to fill the gap, those statutory provisions shall apply, to which the parties would have agreed to correctly acknowledge the economic interests of both.