1. Authoritative terms and conditions
1.1. The legal relationship between the Supplier and Felo Werkzeugfabrik GmbH (referred to below as Felo) are governed by these Terms and Conditions and any other agreements. Amendments and supplements require the written form. Other general terms and conditions shall not apply even if they have not been expressly contradicted in individual cases.
2.1. Delivery contracts (order and acceptance) and delivery schedules as well as their amendments and supplements must be made in writing.
2.2. The Supplier must notify us of obvious errors, e.g. misspellings and miscalculations, and incompleteness of the order, including order documents, for the purpose of correction or completion prior to acceptance.
2.3. If Felo does not receive an order confirmation within 5 days of ordering, a reminder will be sent about it. This reminder entails a processing fee of EUR 20.00.
2.4. If the Supplier does not accept the order within 10 days of receipt, Felo is entitled to revoke the order. Delivery schedules become binding at the latest if the Supplier does not object within 5 days of receipt.
2.5. Felo may, within the bounds of reasonableness for the Supplier, demand changes in the design and execution of the delivery item. The effects, in particular with regard to additional and reduced costs as well as delivery dates, are to be settled appropriately by mutual agreement.
3. Payment, invoice and delivery note
3.1. Unless otherwise agreed upon, payments shall be made on the 25th of the month following delivery and service provision, less 3% discount, or 90 days net. The commencement of the period shall be subject to the receipt of a proper invoice and complete and defect-free delivery.
3.2. If premature deliveries are accepted, the due date shall be based on the agreed delivery date.
3.3. In the event of faulty delivery, Felo is entitled to withhold payment until proper fulfillment.
3.4. The Supplier is not entitled to assign his claims against Felo or have them collected by third parties without prior written consent, which is not allowed to be unreasonably withheld. In the event of extended retention of title, consent shall be deemed to have been granted.
3.5. The invoice must be sent in duplicate to the plant to be supplied. It must contain the vendor number; the number and date of the order (or of the purchase contract and delivery schedule); additional data of the ordering party (account assignment); VAT ID number for cross-border deliveries within the European Union; unloading point; number and date of the delivery note and quantity of the invoiced goods. The invoice must only refer to one delivery note. Standard delivery notes (DIN 4994) are to be used for all deliveries.
4. Notice of defects
4.1. Felo must immediately notify the Supplier in writing of any defects in the delivery as soon as they are discovered in accordance with the circumstances of a proper course of business. In this respect, the Supplier waives the objection of a late notice of defects.
5.1. The Contracting Parties undertake to treat all non-obvious commercial and technical details that become known to them in the course of the business relationship as business secrets.
5.2. Drawings, models, templates, samples and similar objects are not allowed to be given or otherwise made accessible to unauthorized third parties. The reproduction of such objects is only allowed within the framework of operational requirements and copyright regulations.
5.3. Subcontractors shall be pledged accordingly.
5.4. The Contracting Parties are only allowed to advertise their business relationship with prior written consent.
6. Delivery dates and delivery deadlines
6.1. Agreed dates and deadlines are binding. The receipt of the goods at the Felo plant to be supplied shall be authoritative for compliance with the delivery date or the delivery deadline. If delivery “paid to plant” has not been agreed, the Supplier must make the goods available in good time, taking into account the usual time for loading and shipping.
7. Delay in delivery
7.1. The Supplier undertakes to comply with the agreed delivery date. As soon as delays become apparent on the part of the Supplier, he must inform us of this, stating the reasons and the probable duration of the delay. If the agreed deadlines are not met by the Supplier, for whatever reason, we are entitled, at our discretion and without prejudice, to further statutory claims, to withdraw from the Contract and to procure replacement from third parties and/or demand compensation for non-performance. It is not necessary to set a grace period with a notice of refusal. All additional costs arising from delayed deliveries and services shall be reimbursed by the Supplier. Acceptance of the delayed delivery or service does not constitute a waiver of claims for compensation. In the event of repeated failure to meet the deadline, we are also be entitled to withdraw from the Contract even if the Supplier was not responsible for the delay. If the Supplier is in default of performance, we are entitled to demand 5% of the delivery value for each commenced week of the delay, but no more than 25%, as a contractual penalty. We can claim the contractual penalty until final settlement even if we have not expressly reserved the right to do so at the time of acceptance of the delayed delivery. We reserve the right to assert further claims for damages.
8. Force majeure
8.1. Strikes, lockouts, operational disruptions, official orders and other cases for which we are not responsible and that result in a reduction in consumption shall be deemed force majeure and entitle us to withdraw from the Contract.
9. Quality and documentation
9.1. For his deliveries, the Supplier must comply with the recognized rules of technology, the safety regulations and the agreed technical data. Changes to the delivery item require prior written consent. The Supplier must constantly check the quality of the delivery items. The Contracting Parties shall inform each other about the possibilities of a quality improvement.
9.2. If the type and scope of the tests as well as the test equipment and test methods have not been firmly agreed upon between the Supplier and Felo, Felo is prepared, at the Supplier’s request, to discuss the tests on the basis of their knowledge, experience and possibilities in order to determine the respective required state of the art of the test equipment.
9.3. For materials, which – on account of laws, regulations, other provisions or due to their composition and their impact on the environment – require special treatment with regard to packaging, transport, storage, handling and waste disposal, the Supplier shall provide Felo with a fully completed safety data sheet; the data sheet required for any further distribution abroad; and an applicable accident data sheet (transport) together with the offer. In the event of changes to the materials or the legal situation, the Supplier will provide Felo with updated data and information sheets.
Version dated: January 1, 2019.