Our terms and conditions

Terms and Conditions of Sales of Feralpi Stahl.

§ 1 General

  1. Our terms and conditions are to apply exclusively; terms or conditions opposing or deviating from our terms and conditions are not accepted, except where we have expressly consented to the validity of such terms and conditions. Customer terms and conditions are herewith rejected. Our terms and conditions are also to apply in cases in which we have executed an order unconditionally despite knowledge of opposing or deviating customer terms and conditions.
  2. Verbal agreements only become valid after written confirmation.
  3. Our terms and conditions apply only to business transactions with entrepreneurs in the sense of §§ 14 and 310 (1) BGB (German Civil Code). Entrepreneurs in the sense of these terms and conditions are natural or legal persons or partnerships possessing legal personality with whom commercial relationships are entered into in exercise of a trade, business or independent profession.

 

§ 2 Offers

  1. Offers are made without obligation and only become contractually binding after receipt of our written order confirmation.
  2. Descriptions of the subject of the delivery and all technical specifications are subject to change.
  3. Public statements by us or a manufacturer deemed to be associated with us, in particular in the contexts of advertising or labelling, do not constitute descriptions of the qualities of a product or corresponding warranties of any kind.

 

§ 3 Prices

  1. Our prices are quoted carriage paid and are subject to value-added tax at the legally stipulated rate. If levies or charges applicable to a product transaction (e.g. customs duty, freight charges or taxes) are increased or reduced after conclusion of a contract, then we are entitled to adjust prices accordingly if the change in costs was not foreseeable at the time of conclusion. The same applies in respect of unforeseeable collectively agreed wage increases and increases or changes in the prices of our subsuppliers where these take effect after conclusion of the contract.

 

§ 4 Payment, offset, right of retention

  1. If the customer falls into default of payment, then we are entitled to demand default interest at a rate 6% above the base interest rate of the Deutsche Bundesbank. Subject to corresponding proof, we are also entitled to assert a claim for compensation of a greater damage due to the default.
  2. Payment by way of a bill of exchange is not accepted. Cheques are accepted as conditional payment only. In case of payment by cheque, the customer is to bear the discount charges.
  3. The customer is only entitled to assert claims to offset payments insofar as the counterclaims are final and non-appealable in law or else recognised by us. The customer is only entitled to exercise a right of retention insofar as the counterclaim arises from the same contractual relationship. We reserve the right to offset our claims against the customer even if our claim has not yet fallen due. In this case, we will reimburse the differential interest at a rate of 6% per annum to the customer. Differences in the form of payment do not exclude the possibility of such offsetting.
  4. In case of default of payment or justified doubts as to the ability to pay or the creditworthiness of the customer, we are authorised - notwithstanding our other rights - to demand security or advance payments for any outstanding performance and to declare all claims arising from the business relationship to be due immediately. If the customer refuses to provide security or fails to effect advance payment despite reminder, then we are entitled - at our own discretion - to withdraw from the contract or to demand compensatory damages for non-fulfilment.

 

§ 5 Delivery period

  1. The delivery period begins with the sending of an order confirmation, but not before the submission of production-ready documentation, clarification of all questions in connection with manufacturing and the granting of any required confirmation and official approvals, and not before receipt of an agreed advance payment.
  2. Acts of God, industrial action, civil unrest, government actions and other unforeseeable, inescapable and serious circumstances release the contract partners from their performance obligations for the duration of the disturbance and to the extent of its influence. This includes also ECSC measures or other conditions imposed by third parties, insofar as they were not foreseeable. This applies also where the circumstances arise at a time at which the affected contract partner is in default. The contract partners are obliged to provide all necessary information without delay within the framework of reasonable duty and to adapt their obligations to the altered circumstances in good faith. If the delays exceed a period of four weeks, then both sides are entitled to withdraw from the contract in respect of the affected scope of performance. Further claims are excluded.
  3. Our duty to delivery rests as long as the customer is in arrears with regard to an obligation.
  4. From the fourth week of a delay attributable to us, the customer is entitled to demand flat-rate compensation for default damage amounting to 0.5% of the delivery value, up to a maximum of 5% of the delivery value. We reserve the right to furnish proof to the customer that either no damage or a lesser extent of damage was incurred due to the delayed delivery.
  5. If, in case of delay on our part, the customers sets us a reasonable deadline for performance under threat of rejection, then he is entitled to withdraw from the contract after futile expiry of this additional period. The customer is only able to assert claims for compensatory damages insofar as the delay was attributable to our wilful intent or gross negligence. In cases of ordinary negligence, the liability for compensation is limited to reimbursement of typical, foreseeable damage.
  6. If the customer delays acceptance of our performance or otherwise violates his duties to cooperate, then we are entitled to demand reimbursement of the damage incurred, including any additional expenses. In this case, the risk of accidental loss and the risk of deterioration of the purchased goods pass to the customer at the time at which he falls into default of acceptance.
  7. Goods which are ready for dispatch must be called without delay, at the latest within 5 working days of notification. Otherwise, as also in the case of impossibility to dispatch, we are entitled to take the goods into storage at the expense and risk of the customer and to invoice the goods as a carriage-paid delivery either immediately or at a later time at our own discretion.

 

§ 6 Trade credit insurance

  1. Sales of goods and the receivables arising from such sales are subject to trade credit insurance. The underwritten insurance limit of the customer thus represents also the delivery limit. Should the insurance limit be exceeded due to delayed receipt of payments, we reserve the right to adjust the delivery dates and/or quantities specified in the previously agreed delivery terms. In case of such adjustment, the original delivery terms can only be reinstated with the prior approval of our responsible sales manager.

 

§ 7 Form and scope of delivery

  1. The scope of delivery is determined by our written order confirmation.
  2. Quality and dimensions are governed by the standards specified in the order confirmation. Deviations in dimensions, weights and quality are permissible to the extent allowed by the provisions of the applicable DIN standards.
  3. Partial deliveries and, in case of special meshes, the usual deviations above or below the specified quantities are permissible. Each partial delivery is treated as a separate delivery and may also be invoiced separately by us.
  4. In the case of contracts for continuous deliveries, calls or grade assortments are to be specified for approximately equal monthly quantities. If, in the case of special meshes, the sum of individual calls exceeds the contractually agreed quantity, then we are entitled but not obliged to deliver the excess quantities. The basis for pricing is the current market price for a comparable specification at the time of call.
  5. Where permissible or legally stipulated load-suspension attachments or other aids (e.g. non-slip mats, wood) are used, no complaints can be accepted with regard to the weight after weighing of the goods to be delivered.
  6. Deliveries are effected without packing and without protection against rust by a means of transport chosen at our discretion. The fitting of lifting attachments or other unloading aids to individual packages is excluded. The same applies also to the insertion of square timbers or the like under individual packages. The suspension aids attached to individual mesh packages at our works are used on the basis of special dispensation from the branch health and safety inspectors and are not to be considered suitable attachments for load suspension on building sites or other locations to which reinforcement meshes are delivered. All deviations from the above must be agreed in contracts and are subject to additional charge, as is likewise the use of special vehicles (e.g. mobile cranes).

 

§ 8 Passage of risk

  1. Unless indicated otherwise by our order confirmation, deliveries are agreed "ex works" or "ex warehouse". All risks pass to the customer as soon as the goods leave the works or warehouse.
  2. Unless stipulated otherwise in contracts, all export deliveries are governed by the provisions of INCOTERMS 2000.

 

§ 9 Reservation of title

  1. The delivered goods remain our property until full settlement of all claims for payment, including any claims arising in the future and irrespective of the legal grounds. This applies also where individual or all claims are entered in a revolving account and the current balance has been drawn up and recognised.
  2. The customer is entitled to resell the goods to which title is reserved in the ordinary course of business. This entitlement may be revoked, however, should the customer fail to fulfil his contractual duties. In this case, and in particular in case of default of payment, we are entitled to demand return and the customer is obliged to surrender the goods. We are furthermore entitled to enter the business premises or warehouse of the customer to mark, segregate or remove the goods to which title is reserved. If demanded, pertinent information is to be provided as to the whereabouts of the goods to which title is reserved. The revocation is already herewith pronounced for the case of a suspension of payments or an application to open composition or insolvency proceedings. Neither the asserting of our reservation of title nor seizure of the delivered goods constitute withdrawal from the contract, unless this is declared by us in writing.
  3. In case of resale, the customer already herewith assigns all claims for payment arising for the customer from the resale up to the amount of the purchase price agreed between us and the customer, including any applicable value-added tax, and that irrespective of whether the delivered goods are resold without or after processing. The customer remains empowered to collect the due receivables until the right of resale is revoked. Our entitlement to collect ourselves remains unaffected. We undertake, however, not to collect ourselves as long as the customer is not in default of payment. In the latter case, we can demand that the customer specifies any assigned claims for payment and the corresponding liable parties, furnishes all details required for the purpose of collection, hands over the associated documents and informs the liable party (third party) regarding the assignment.
  4. At the request of the customer, we agree to release security rights at our own discretion if and insofar as their value exceeds our claims by 20%.

 

§ 10 Warranty

  1. The customer waives all warranty claims of any kind if he fails to observe his duties of inspection and defect notification. Apparent defects must be notified without delay after receipt of the goods. If a defect is detected, then the customer is forbidden to process the affected goods before we have granted our re-release. If the customer processes the goods despite being forbidden to do so, then he similarly waives all warranty claims of any kind.
  2. In case of rail transport, the customer is to have any damage determined upon arrival of the goods inspected without delay by the responsible railway forwarding office in accordance with the provisions of German Railway Traffic Regulations (EVO) and/or CIM.
  3. The period of warranty is one year from the date of the passage of risk, except with regard to the limitation period for defect claims as per § 438 (1) no. 2 BGB (German Civil Code).
  4. We accept liability for defects in our goods only where this significantly impairs their contractually essential use.
  5. If a defect attributable to us exists in the purchased goods, then the customer is to assert his right to remedy by setting us a reasonable deadline, taking into account in particular the technological process in the case of special meshes. We are entitled to provide remedy either by rectifying the defect or by performing a replacement delivery at our own discretion. In case of rectification, we bear the costs of material, transport and labour, and half the costs of installation and erection measures.
  6. If we are not prepared or in a position to provide remedy or if the set deadline is not met for reasons attributable to us, then the customer acquires rights in respect of withdrawal and a reduction in the purchase price.
  7. We are liable for further claims in cases of wilful intent or gross negligence. In cases of ordinary negligence, we are liable only for violation of an essential duty arising from the contract. In all cases, however, the liability is limited to the amount of foreseeable damage.
  8. Further liability is excluded, irrespective of the legal nature of the asserted claim. This limitation of liability is not applicable to claims covered by §§ 1 and 4 German Product Liability Law and in cases of impossibility. The period of limitation stipulated in § 9 (2) German Product Liability Law applies, insofar as the claims do not arise from a manufacturer's liability.
  9. The limitation of liability applies also to the personal liability of our officers, employees, staff, representatives and vicarious agents.

 

§ 11 Proof of export

  1. If a customer with domicile outside the Federal Republic of Germany or an agent acting on behalf of such a customer collects goods from us and transports or forwards these goods to an external territory, then the customer is to obtain the proof of export required for taxation purposes for us upon request.

 

§ 12 Place of fulfilment and place of jurisdiction

  1. Unless indicated otherwise by our order confirmation, the place of fulfilment is Riesa. Deviating agreements for the delivery are possible. The place of jurisdiction is Riesa. We remain entitled, however, to institute legal proceedings before a court at the customer's place of domicile.

 

§ 13 Contractual penalty

  1. Except where agreed with us, the customer is forbidden to export our goods in an unprocessed state. Where goods are sold for export, the customer is similarly forbidden to retain such goods within the country, to re-import the goods, to process the goods within the country or to deliver to a country other than that agreed. Violation of these provisions results in liability to pay a contractual penalty amounting to 30% of the agreed purchase price.
  2. The customer is to impose the provisions of clause 1 above on his own customers. The customer is liable for compliance with the provisions of clause 1 above in all cases of wilful intent and negligence. In the case of products which are covered by the Treaty on the European Coal and Steel Community (ECSC Treaty), exports in the sense of clause 1 above are deemed to include only deliveries to a territory outside the EU.

 

§ 14 Applicable law

  1. All legal relationships with the customer are governed exclusively by German law, to the exclusion of the Convention for the International Sale of Goods, also where the customer has his place of business abroad.
  2. The invoicing of deliveries from one EU member state to another is subject to the rules on value-added tax laid down in 6th EC Directive in the latest applicable  wording, unless national legislation dictates otherwise. If we are required to collect value-added tax, then the customer owes the stipulated value-added tax in addition to the agreed net purchase price.

 

§ 15 Severability clause

  1. If individual provisions of these terms and conditions or a business transaction are shown to be or become invalid, then this does not affect the validity of all remaining provisions. In such cases, the contract partners are obliged to agree a new provision which comes as close as possible to the intended purpose of the invalid provision.

 

Download the Terms and Conditions of Feralpi Stahlhandel GmbH as a PDF document (in German).



Acrobat

 

Advice concerning terms and conditions:

Ralf Schilling
Managing director

Feralpi Stahlhandel GmbH
Tel.: +49 3525 749-220 Fax: +49 3525 749-119
E-Mail: Ralf Schilling

 

Sales:

Feralpi Stahlhandel GmbH
Tel.: +49 3525 749-2180
Fax: +49 3525 749-2119
E-Mail: Sales