General Terms and Conditions

General Terms and Conditions of Fingerhuth® HeatProtection - Isolier- und Textiltechnik Maik Fingerhuth

The following terms and conditions of sale are authoritative for all offers and order acceptances as well as for all deliveries by us. They shall also apply to all future business relations between us and the purchaser. Terms and conditions other than these, in particular the Purchaser's Terms and Conditions of Purchase, shall not apply, even if they are not expressly rejected in another form. By accepting the goods, the purchaser waives the application of his terms and conditions even if they claim exclusivity. Verbal agreements or assurances are invalid without our written confirmation.

1. Prices

1.1 Our prices are net prices in Euro generally ex works, excluding packaging, plus VAT.

1.2 If, after submission of our offer or after receipt of an order confirmation, significant cost factors change until delivery, the supplier and the customer shall agree on an adjustment of the prices.

2. Technical changes

2.1 We reserve the right to make technical changes to the products sold by us that increase or maintain their value and do not result in any functional restrictions until delivery.

2.2 Unless expressly agreed otherwise, we shall be entitled to determine technical performance characteristics or dimensions in the delivery in compliance with customary tolerance values. The inclusion of customary tolerance values is deemed to be agreed.

3. Technical specifications of the purchaser

3.1 Insofar as the manufacture and/or delivery of contractual items is based on information or technical specifications provided by the customer, we shall have no obligation to verify.

3.2 We are entitled to base technical specifications or product descriptions, product features, manufacture and delivery of the contractual products. This does not constitute a breach of duty on the part of our company.

3.3 Insofar as we have to deliver according to drawings and/or use parts provided by the customer, the customer shall be responsible for ensuring that the property rights of third parties are not infringed thereby. The purchaser must inform us of existing industrial property rights and other rights known to him. The customer shall indemnify us for all claims of third parties and compensate us for the damage we ourselves have incurred.

4. Call orders

4.1 In the case of call orders placed, we shall be entitled, unless time-out, production or acceptance dates have been fixed, to demand a binding determination thereof no later than 3 months after the order has been placed and an order confirmation is available.

4.2 In the case of call orders placed, we shall be entitled to deliver and invoice the total order quantity no later than 12 months after placing the order, unless otherwise expressly agreed.

4.3 If the customer does not comply with this request within a period of 3 weeks after receipt, we shall be entitled to set a grace period of at least 2 weeks and, after expiry of this grace period, to withdraw from the contract and/or to claim damages for non-performance.

5. Payment arrangements

5.1 ZUnless otherwise agreed, payments shall be due immediately net from the date of invoice without deduction.

5.2 The customer shall be in default at the latest 30 days after the due date and receipt of the consideration. From the beginning of the delay, interest on arrears shall be charged at a rate of 8 percentage points above the base rate of the European Central Bank, unless the customer is a consumer. The right to claim further damage caused by delay is expressly reserved.

5.3 In the event of default in payment on the part of the Purchaser, we may furthermore demand immediate payment of all outstanding claims, irrespective of any agreed payment terms, and/or withdraw from any existing delivery contracts - including those where there is no default in payment - or, at our discretion, demand damages for non-performance.

5.4 We are not obliged to accept bills of exchange or cheques in payment. If they are accepted, the acceptance shall only be on account of performance.

5.5 All payments shall in principle be credited against the oldest debt, irrespective of any provisions of the buyer to the contrary. Partial deliveries and partial services may be invoiced separately.

6. Convincing insecurities

6.1 We shall be entitled to refuse the performance incumbent upon us if, after conclusion of the contract, it becomes apparent to us that our claim to consideration is jeopardised by the purchaser's lack of ability to pay. This right to refuse performance shall cease to apply if the consideration is performed or security is provided for it.

6.2 We shall also be entitled to set the customer a reasonable deadline within which the customer must, at its discretion, either effect counter-performance or provide security concurrently with the performance. In the event of unsuccessful expiry of the deadline, we shall be entitled to withdraw from the contract.

7. Transfer of risk / Shipping

7.1 Even in the case of carriage paid delivery, the risk shall pass to the purchaser upon dispatch. The purchased goods shall only be insured against the risks to be specified by the purchaser at the latter's written request and expense.

7.2 Unless otherwise instructed in writing, we shall choose the shipping route, shipping method and packaging.

8. Delivery / Delivery periods

8.1 Delivery periods are stated by us according to our best judgement and are not binding; we shall endeavour to comply with them. In the event of force majeure, operational disruptions, shortages of workers, energy or raw materials, strikes or other events for which we are not responsible, the delivery date shall be postponed for the duration of the disruption and its effects. Unless binding deadlines have been expressly agreed, the delivery shall be due for delivery at the earliest one month after expiry of the non-binding delivery date.

8.2 Partial deliveries on our part are permissible at any time. Reasonable deviations from order quantities of up to +/- 10% are permissible. The purchase price shall be adjusted accordingly to the changed delivery quantities.

8.3 If the delivery period is exceeded by more than two months, the customer may withdraw from the contract to the exclusion of all other claims. For this purpose, however, it is necessary that the purchaser has previously set us a reasonable grace period for delivery. Under no circumstances shall the purchaser be entitled to make covering purchases or to assert any claims for damages or other claims against us for non-performance or delay in delivery, unless we are guilty of gross negligence. Partial delivery and partial performance on our part are permissible.

9. Default of acceptance

9.1 If the customer does not accept individual deliveries or partial deliveries or refuses to accept them, we may set the customer a reasonable deadline for acceptance. If the customer has not accepted the goods within the period set for him, we shall be entitled to withdraw from the contract or to claim damages for non-performance.

9.2 In this case, the customer shall compensate the entire damage including transport costs. In this case, we can choose to prove our damage or - without proof - demand a flat rate of 30% of the net value of the non-accepted delivery plus cash expenses as compensation. The amount of damages shall be set higher or lower if we prove a higher damage or the customer proves a lower damage.

10. Retention of title

10.1 All deliveries shall be made subject to retention of title; this shall also apply if individual or all of our claims have been included in a current account and the balance has been struck and recognised.

10.2 The delivered goods shall remain our property until full payment of all claims arising from the business relationship, including all ancillary claims (in the case of payment by cheque or bill of exchange until they have been honoured).

10.3 The customer may neither pledge the reserved goods nor assign them as security. The purchaser must inform us as soon as possible in a suitable form of any access by third parties to the goods delivered under retention of title. If the customer is in arrears with payment to us, we shall be entitled to take back the goods subject to retention of title and to enter the customer's premises for this purpose.

10.4 The customer shall be entitled to combine the goods subject to retention of title with goods of third parties in the ordinary course of business; in this case we shall acquire co-ownership of the new items resulting from the combination in the ratio of the value of the combined or newly produced items pursuant to ?? 947 I BGB (German Civil Code). If the purchaser sells the combined or newly produced items in which we have co-ownership rights, the purchaser hereby assigns his purchase price claim against his customer in proportion to the value of our co-ownership to us as security and hereby authorises us to collect the claim in our own name. The purchaser is entitled to sell the goods in the ordinary course of business.

10.5 He already assigns all his claims against the purchaser arising from the resale to us as security. The customer is authorised and obliged to collect the claims as long as we do not revoke this authorisation. The purchaser's authorisation to collect shall expire without express declaration on our part if the purchaser ceases to make payments. We will not make use of our right to collect as long as the customer meets his payment obligations.

10.6 If the value of the securities exceeds the outstanding claims by more than 20%, we shall release the amount of the securities exceeding this at the request of the customer.

11. Liability for defects

11.1 A special purpose for the subject matter of the contract shall only be deemed to have been agreed if an express written agreement is made between us and the purchaser in this respect.

11.2 If no such agreement has been made, we warrant that the subject matter of the contract is suitable for normal use and has a quality that is customary for items of the same kind and that the buyer can expect according to the nature of the item.

11.3 Properties shall only be warranted by us in the event of a written assurance. A mere reference to technical standards merely contains the more detailed description of performance and goods and does not constitute an agreement on the suitability of the goods which goes beyond the usual possible use of the subject matter of the contract.

11.4 The buyer is obliged to inspect goods purchased from us for defects immediately after delivery and to notify us of any recognisable defects within a period of 8 days after receipt. In the event of failure to meet the deadline, the purchaser shall lose any claims for subsequent performance or warranty claims against us. The statutory regulation, 377 HGB (German Commercial Code), applies to hidden defects.

11.5 The buyer shall not be entitled to process goods in respect of which defects have been notified without our consent. In the event of further processing, all claims arising because of or on the basis of the notified defects or as a result of further processing shall be excluded in this case.

11.6 In any case of a proper notice of defect or other breach of duty for which we are responsible, we shall be entitled and obliged to remedy the defect complained of or a breach of duty that has occurred by subsequent performance. The purchaser shall only be entitled to demand a reduction in price or to withdraw from the contract or to claim damages in lieu of performance if two attempts to remedy the defect have failed despite a reasonable grace period having been granted. We shall only owe compensation for damages under the condition of clause 2.

12. General limitations of liability

12.1 In the case of slightly negligent breaches of duty, our liability shall be limited to the direct average damage that is foreseeable and typical for the contract according to the type of goods. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents/associates. We shall not be liable to companies in the event of a slightly negligent breach of immaterial contractual obligations.

12.2 The above limitations of liability do not affect claims of the purchaser arising from product liability. Furthermore, the limitations of liability do not apply in the event of bodily injury or damage to health attributable to us or in the event of loss of life of the customer.

12.3 Claims for damages by the customer due to a defect shall become time-barred one year after delivery of the goods. This does not apply if we can be accused of gross negligence, or in the case of bodily injury or damage to health attributable to us, or in the case of loss of life of the customer.

13. Limitation period

13.1 Warranty claims against our company shall become statute-barred within 12 months insofar as our contractual partner is a company. Insofar as mandatory statutory limitation periods (§438 I 2 BGB, 479 I BGB, 634 I 2 BGB) are provided for, the limitation periods regulated therein shall apply.

14. Retention / Set-off

14.1 The exercise of a right of retention or offsetting against counterclaims between the contracting parties shall be excluded unless the counterclaim is a claim against us that has been finally adjudicated, expressly recognised by us or is ready for decision.

15. Damages for the sale of consumer goods

15.1 Insofar as the customer has resold a newly manufactured item purchased from us to the consumer and had to take back this item due to its defectiveness or the consumer has reduced the purchase price, a claim for damages against us is excluded. This shall not apply insofar as the breach of duty is based on at least a grossly negligent breach of duty.

15.2 Warranty claims against our company shall become statute-barred, insofar as our contractual partner is a company, within 12 months from delivery of the goods.

16. Factoring

16.1 The purchaser shall only be entitled to assign or hand over for collection to a factoring company claims that fall under the extended and expanded retention of title to which we are entitled (clause X) after prior notification and after our consent.

17. Assignment

17.1 We are entitled to assign our claims.

18. Industrial property rights

18.1 We reserve all copyrights and other industrial property rights in the designs and drawings created by us or the models designed by us. The taking of rights thereto requires an express written agreement.

19. Place of performance - Applicable law

19.1 The place of performance for all liabilities arising in connection with our deliveries is Niederzissen.

19.2 The parties agree exclusively on the domestic law of the Federal Republic of Germany, excluding the application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.

20. Arbitration

20.1 If our business partner is an entrepreneur, the exclusive place of jurisdiction for all disputes arising from the business relationship with the entrepreneur shall be Koblenz. The jurisdiction of the Regional Court of Koblenz is exclusive.

21. Data protection

21.1 In accordance with the Data Protection Act, we point out that all customer and supplier-related data are stored and processed by us with the aid of electronic data processing.

Date: 08.2022 // Subject to change