Terms and conditions
Our provision of goods and services is governed exclusively by these Terms and Conditions. They also apply to all future business relations, even if their validity is not expressly agreed. By placing an order for goods or services you are deemed to have accepted and agreed to these terms and conditions. Any provisions that differ from these terms and conditions or the statutory regulations – in particular purchasers’ terms and conditions – are only binding on us if they have been expressly confirmed by us in writing. The unconditional provision of goods or services or the acceptance of payments does not constitute our recognition of differing provisions. The content and coding of this website are copyright by us and the creators of these pages. We reserve all rights in this. Parts of this site may include images, texts or audio that are subject to third-party copyright. The copyright in these cases is marked at the corresponding places. Information on this website, including texts, images and audio may not, unless otherwise expressly determined, be reproduced, transferred, distributed or stored without the written permission of the publisher. Modification of the content of this website is expressly prohibited.
2. Offers, contracts:
Our offers are subject to confirmation and non-binding even for repeat orders; a contract is concluded only when we issue a written or printed confirmation, or when orders have been fulfilled by us
3. Written form
3.1 Changes, additions and/or the consensual cancellation of a contract or these terms and conditions, including this clause requiring the written form itself, must be made in writing.
3.2 Declarations (including terminations) or notices from the customer after conclusion of the contract must be made in writing.
Unless otherwise agreed, our prices are quoted in Euro and are net ex-works; the price quoted does not include the cost of packaging, freight, insurance, installation, etc. VAT is payable additionally at the legally applicable rate on the date of invoicing.
5. Payment, off-setting
5.1 Unless otherwise agreed (e.g. advance payment), the customer must pay us the purchase price within 30 days of delivery of the goods or provision of the service. Bills of exchange or checks are accepted only on account of payment. Any costs of discounting and collection are borne by the customer. If the payment deadline is not met, interest is calculated at the usual bank debit interest rate subject to the assertion of further claims, but at least in the amount of 8 percentage points above the respective interest base rate.
5.2 If payment is delayed or there are justified doubts as to the solvency or credit standing of the purchaser, Fritec Friedrich & Hitschfel GmbH is entitled, without prejudice to its other rights, to demand collateral or advance payments for outstanding deliveries and immediate payment of all claims from the business relationship.
5.3 The purchaser may only offset undisputed or legally determined claims from Fritec Friedrich & Hitschfel GmbH, or exercise rights of retention.
6. Place of performance, shipping
6.1 The place of performance for goods or services is the place of our delivery plant or warehouse.
6.2 If a shipment of goods is agreed, we will send the goods at the purchaser’s risk; we will determine the shipping method, shipping route and carrier.
7. Patrial deliveries and services
Partial deliveries and services are allowed in reasonable amounts.
8. Delivery dates, delays
8.1 If an agreed delivery or service performance date is not met or any other contractual obligation is not fulfilled by us in time, the purchaser must grant us a reasonable grace period. This grace period is at least three weeks.
8.2 If the delivery or service is not provided before the grace period expires and the purchaser wishes therefore to exercise its right to withdraw from the contract or demand compensation instead of performance, this must be expressly notified to us in writing with a demand for delivery giving a further reasonable grace period for fulfilment of the delivery or service. On our request, the purchaser must inform us within an appropriate period of time whether it wishes to withdraw from the contract due to the delay in the delivery/service and/or demand damages instead of performance or whether it insists on delivery/service.
9. Transport insurance
Unless otherwise expressly instructed by the purchaser, we are entitled to put in place adequate transport insurance on behalf of and at the cost of the purchaser, at least in the amount of the invoice value of the goods.
10. Ownership rights
10.1 Sold goods remain our property until fulfilment of all claims from the business relationship with the purchaser for whatever legal reason.
10.2 If the goods are installed or processed by the purchaser, our ownership rights extend over the whole new item. If the purchaser processes, combines or mixes the goods with third-party goods, we retain co-ownership of the new product to the extent that corresponds to the ratio of the invoice value of our goods to the other parts used by the customer at the time of processing, combination or mixing.
10.3 n the event that our goods are combined or mixed with goods of the purchaser or of any third party, the purchaser hereby assigns to us its rights with regard to the new products. If the purchaser combines or mixes our goods with finished goods of a third party for a payment, the purchaser hereby assigns to Fritec Friedrich & Hitschfel GmbH its right to payment from such third party.
10.4 The purchaser may, in the ordinary course of its business, resell any goods which are subject to our retention of title or sell the new products. If, upon such sale/resale, the purchaser does not receive the full purchase price in advance or upon delivery of such goods or new products, the purchaser shall agree with its customer a retention of title arrangement on the same terms as set out herein. The purchaser hereby assigns to us all its claims arising from such sale/resale and its rights arising from the said retention of title arrangement. Upon our request, the purchaser must inform its customer of such assignment of rights and provide us with the information and documents necessary to enforce our rights. Notwithstanding the foregoing, the purchaser shall only be entitled to collect payments from claims arising from such sale/resale if the purchaser has satisfied its liabilities to us.
10.5 In the event that the security interests granted to us exceed the value of our claims, we will, at the purchaser’s request, release such security interests as we deem appropriate. The exercise of our right of retention of title may only be regarded additionally as a rescission with our prior consent made in writing.
11. Force majeure
Conditions of force majeure (circumstances and events that cannot be prevented by diligent and proper business management) will release us from our delivery and performance obligations. The same release applies in cases of shortage of energy or raw material supplies, industrial disputes, governmental decrees, breakdown of transport or of our operations, also where our sub-suppliers are affected by any of the above, making them unable to deliver on time or as agreed.
12. Product information
Unless otherwise agreed in writing, the contractual characteristics of our goods are exclusively based on our product specifications in their current version. Any information about properties, durability and other data will be deemed to be guarantees only if they are agreed and indicated by us as such in written form. Written and verbal information about goods, equipment, plant, applications, processes and process instructions is based on research and experience in the field of applied engineering. We provide such information, which is accurate to the best of our knowledge, subject to our right to modify and further develop it, and such information will not be binding. The aforesaid shall not release the purchaser from its obligation to verify the suitability of our goods for the use intended by the purchaser. This also applies to the protection of third parties’ intellectual property rights.
All claims, particularly those relating to defects and delivery shortfalls, must be submitted to us in writing without delay, but not later than 8 days from the delivery of goods or, in the case of latent defects, within 8 days from the date such defect(s) is discovered or should have been discovered through reasonable investigation. If the purchaser does not notify us of claims within such time period or in the agreed form, our goods or services referred to in such non-compliant notice shall be deemed to be delivered or performed in accordance with the contract. If the purchaser, knowing of defects, accepts our goods or services, the purchaser shall only be entitled to raise a claim for such defects if it has reserved such rights in writing at the time of delivery.
14. Rights of the purchaser in case of defects
14.1 The purchaser shall have no right to remedies for a defect in our goods or services if the contractually agreed characteristics of the goods and services are only unsubstantially impaired.
14.2. If the operating and maintenance instructions of Fritec Friedrich & Hitschfel GmbH are not followed, changes are made to the delivered goods or supplies are used that do not meet the original specifications, or mechanical, thermal chemical or electrical damage is caused by faulty or negligent handling, excessive strain, operation under unsuitable operating conditions type or exposure, any warranty is eliminated unless the buyer accordingly refutes a corresponding substantiated assertion that one of the aforementioned has caused the defect.
14.3 In the event of justified and rightfully raised defect claims of the delivered goods or services, we reserve the right, solely at our discretion, to either replace or repair the goods or services. We shall always be granted reasonable time to provide such replacement or repair. If our repair or replacement fails to remedy the defects, the purchaser is entitled to either adjust the purchase price respectively or rescind.
14.4 Furthermore, the purchaser may claim pursuant to statutory law damages and refund of its actual out-of-pocket expenses necessary for the purpose of repair or replacement. The refund of expenses is, however, excluded where the expenses increase due to the subsequent movement of the delivered item to another location from the agreed delivery location, unless this movement corresponds to the intended use. Section 15 also applies to claims for damages and refund.
14.5 Claims by the purchaser against us pursuant to statutory law can only be made to the extent the purchaser has not agreed with its customers on provisions exceeding the statutory rights in cases of defects. 14.4 (see above) applies in respect of refund of expenses.
14.6 In cases where successful claims have been made against the purchaser pursuant to the regulations relating to purchase of consumer goods, recovery claims of the purchaser by way of recourse demands against us pursuant to such regulations will remain unaffected.
15.1 We, our legal representatives, employees, and persons employed to perform our obligations will only be liable for damages and claims for expenses of the purchaser, irrespective of the legal basis therefor, whether based on breach of obligations deriving from the contract and/or tort, in the event of intentional misconduct or gross negligence (grobe Fahrlässigkeit) on our part, the part of our legal representatives, employees or persons employed to perform our obligations, or if the breach of our contractual obligations violates the essence of the contract and purchaser relies on the fulfilment of such obligations (essential obligations). In the event of slight negligence (leichte Fahrlässigkeit) in breach of essential obligations, our liability for damages is limited to the foreseeable damage typical for a contract of this nature up to €50,000 or twice the invoiced value of the goods or services in question if this value exceeds €50,000.
15.2 The aforementioned exclusion or limitation of liability shall not apply in cases of damage to life, body or health, or mandatory liability under the Product Liability Act (ProdHaftG) or in other cases of mandatory liability.
16. Time limits
The purchaser’s right to claim for warranty, damages or expenses will expire 1 year from the commencement of the time limit stipulated by law, except for defect claims in relation to goods that were used appropriately in construction and have caused the building to be defective, where the time limit shall be 4 years. The above time limits do not apply if we have acted intentionally or in cases of damage to life, body or health, mandatory liability for damage to privately used goods under the Product Liability Act (ProdHaftG) or in other cases of mandatory liability.
17. Compliance with legal provisions, withdrawal
17.1 Unless otherwise agreed in writing, the purchaser is responsible for compliance with statutory and regulatory requirements for the import, transport, storage and use of the goods.
17.2 Where a statutory or regulatory approval requirement applies to the export of our goods/services at the time of delivery/performance and such export approval is not granted upon request, we shall be entitled to rescind.
17.3 We are also entitled to rescind in the event that a product registration obligation applies and registration at the time of delivery/performance has not been applied for or granted.
18. Declaration of preference
If the purchased goods are subject to customs preferences due to their preferential origin, we reserve the right to automatically generate and issue all declarations regarding the preferential origin of the goods (supplier’s declaration, invoice declaration) without signature. We confirm that the declaration of preferential origin will be issued to the purchaser in accordance with our obligations set forth in Art. 5 para. 3 Council Regulation (EC) No. 1207/2001.
19. Place of performance, place of jurisdiction
The place of performance for all mutual obligations is the headquarters of Fritec Friedrich & Hitschfel GmbH. If the purchaser is a merchant, the exclusive place of jurisdiction is Nuremberg; Fritec Friedrich & Hitschfel GmbH also has the option to institute legal proceedings at the purchaser's place of jurisdiction
20. Applicable law
All legal relations between the customer and us are governed exclusively by the laws of the Federal Republic of Germany, under exclusion of the laws on the international sale of goods, even if the purchaser has its headquarters abroad.
21. Terms of trade
As far as commercial terms have been agreed in accordance with the International Commercial Terms (INCOTERMS), the INCOTERMS 2010 apply to their application and interpretation.
22. Partial invalidity
Should individual provisions of these terms and conditions be wholly or partially invalid, the validity of the remaining provisions remains unaffected. The Contracting Parties undertake to replace any invalid provision which comes as close as possible to the meaning of the invalid provision, where appropriate, by an effective provision.