Terms and Conditions
General Terms and Conditions of Sale and Delivery in the Framo Morat Online Shop
(Online Shop General Terms and Conditions)
Framo Morat GmbH & Co. KG
I. Binding Force of Our General Terms and Conditions
1. Only these General Terms and Conditions for the online shop apply to all our quotations, deliveries and services of our online shop. These terms are an integral part of all contracts that we conclude with our contractual partners. They also apply to all of our future deliveries, services or quotations, even if they are not separately agreed to again.
2. Differing agreements to which we have not expressly objected, particularly Purchaser's conditions of purchase, will be binding only if we have expressly confirmed them in writing. Even if we refer to a letter correspondence that contains Purchaser's terms and conditions or those of a third party or refers to the same, this does not indicate any agreement to the applicability of these conditions.
3. Any invalidity of individual provisions of these online shop GTC shall not affect the validity of the remaining provisions.
II. Quotations, Conclusion of Contract, Contract Terms
1. The products in our online shop are exclusively targeted toward purchasers (individuals or entities) who conduct business activities (commercial or freelance).
2. Presentation of the products in our online shop is subject to alteration and non-binding. The presentation of the products does not constitute a binding proposal to conclude a purchase contract. Rather, it is a non-binding request to order products from the online shop.
3. When the button "Buy now" is clicked, a binding bid is submitted for the products in the respective specification that are in the shopping cart.
4. Upon receipt of the bid, an automatically generated message is sent via e-mail. This message confirms receipt of the order (receipt confirmation). This receipt confirmation does not constitute acceptance of the bid.
5. The purchase contract for the products in the shopping cart is concluded as soon as we explicitly declare acceptance of the bid or as soon as we ship the products without a prior explicit declaration of acceptance.
6. When the products are shipped, an automatically generated delivery confirmation is sent via e-mail. This delivery confirmation is considered a binding acceptance declaration for the bid.
7. Illustrations and technical depictions are only approximate and non-binding unless explicit written assurances have been provided.
1. A cancellation of/withdrawal from a binding offer, which has been submitted by clicking the "Buy now” button, is possible until we have explicitly declared acceptance or—without an explicit declaration of acceptance—until Purchaser has confirmed delivery via e-mail or over the phone.
IV. Prices and Delivery Clauses
1. Price lists and other general price quotations are supplied without engagement. Our prices are exclusive of packing, loading, transport, postage, other forwarding charges, insurance, taxes and customs duties unless expressly otherwise agreed
2. The binding prices and added surcharges or deductions, which are part of the offer, are shown in the shopping cart. This information is also listed in the receipt confirmation.
3. Prices only apply to a particular individual order. Fixed-price contracts must be expressly agreed in writing.
4. The interpretation of delivery terms, e.g. "fob, cif, ex works" is governed by INCOTERMS 2010.
1. Unless otherwise agreed, the products are delivered from our warehouse to the delivery address stored by Purchaser in the online shop.
2. Deadlines and dates for deliveries and services are always only approximate unless a fixed deadline or fixed date is specifically promised or agreed as binding. If shipping has been agreed, delivery dates and deadlines refer to the time of transfer to the forwarder, carrier, or other third party assigned to transport the goods.
3. If timely dispatch cannot be effected for reasons beyond our control, the delivery period separately agreed as "binding" shall be deemed to have been met on due notification that the goods are ready for dispatch.
4. We are not liable for the impossibility of delivery or for delays in delivery if caused by force majeure or other events not foreseeable at the time the contract was made and for which we are not at fault (e.g. operational breakdowns of any kind, difficulties in procuring material or energy, transportation delays, strikes, lockouts, shortage of labor, energy or raw materials, difficulties in procuring necessary official permits, government action, incorrect or untimely deliveries by suppliers). If these events make our delivery substantially more difficult or impossible and this hindrance is not just temporary, we are entitled to withdraw from the contract. If there are temporary hindrances, the delivery and service periods are extended or postponed by the period for the hindrance, plus an appropriate lead time. These stipulations shall also apply if the said events occur at a time when we are in arrears.
5. If, after we are already in arrears, Purchaser threatens refusal following a reasonable period of grace, Purchaser shall be entitled to cancel the contract if we fail to comply within this period of grace. Claims for compensation shall be determined exclusively in accordance with Section IX.
VI. Partial Deliveries
1. We are authorized to ship partial deliveries if:
- The partial deliveries are usable for the contractual partner as part of the contractual intended use
- Delivery of the remaining ordered goods is ensured
- This does not impose unreasonable additional effort or considerable additional costs on the contractual partner
Partial deliveries must not be refused by Purchaser.
2. When shipping partial deliveries, each individual partial delivery, automatically generated delivery confirmation and all the separate invoices for the delivered partial quantities are sent by e-mail or postal mail.
3. All the shipping costs incurred in the entire ordering process are included and finalized in the first invoice for partial delivery.
VII. Return of Ordered Products
1. Delivered products cannot be returned in any case. However, we reserve the right to agree to a product return in individual cases that we review as a gesture of goodwill.
2. In order for us to agree to this as gesture of goodwill, the product must still be in the original packaging and must not have been used or damaged.
3. If we agree to a product return as a gesture of goodwill (provided that it passes a goods receiving inspection), Purchaser shall be credited the value of the product.
4. If products are returned without our prior approval and/or a returned product does not pass a goods receiving inspection, the products are sent back to Purchaser at Purchaser's risk and expense.
5. In each case, Purchaser incurs a flat processing fee of 100.00 euros.
VIII. Forwarding and Passage of Risk
1. Risk shall pass to Purchaser on dispatch when the goods leave our works, even when we are responsible for transport and forwarding costs and even when part deliveries and deliveries are made subject to retention of title. Goods missing or damaged in transit will only be replaced by us on the basis of a new order charged at current valid prices.
2. If dispatch is delayed due to circumstances beyond our control, risk shall pass to Purchaser prior to dispatch following notification that the goods are ready for dispatch; we will, however, comply with a timely and express request for insurance coverage at Purchaser's expense.
3. In the absence of special instructions from Purchaser, we may at our discretion choose the route and means of transportation, always at Purchaser's expense, without liability for the cheapest or quickest method.
IX. Delivery Notes, Duty of Inspection and Notification
1. A corresponding delivery note is included with each delivery, including partial deliveries. If this delivery note is not included or is illegible, regardless of the reason, Purchaser shall undertake to notify us of this immediately upon receipt of the product.
2. The delivered goods must be examined immediately upon delivery to Purchaser or the third party identified by Purchaser. The goods are considered accepted unless a complaint relating to recognizable defects or other defects that would be recognized in an immediate, careful inspection is lodged in writing and received by us within seven working days after delivery of the object, or otherwise within seven working days after discovery of the defect or from the time at which the defect could be recognized by Purchaser in normal use without closer inspection.
3. If Purchaser plans on collecting the goods from us or from third parties, the date of delivery shall be deemed to be that of our notification that the goods are ready for collection by Purchaser.
4. At our request the defective object must be returned to us with freight paid. If the defect complaint is justified, we will reimburse the costs of the most inexpensive shipment; this does not apply if the costs increase because the object of delivery is at a different location than that of the intended use.
1. Any parts proved to have been rendered unusable or the use of which has been materially impaired within the warranty period as the result of a circumstance occurring prior to the passage of risk—owing in particular to faulty design, poor materials or defective workmanship—will be repaired or replaced as we deem fit (subsequent performance). Such defects must be reported to us in writing immediately when they are discovered. Replaced parts will become our property.
2. Purchaser must allow us the requisite time and opportunity in which to effect any repairs or replacements, otherwise we shall not be liable for the consequences Only in urgent cases where operating safety is threatened or to avert excessive damage shall Purchaser have the right to remedy the defect itself or arrange for a third party to remedy it and claim a refund of the requisite cost, always providing that we were notified in advance and were given the immediate opportunity of averting the danger or damage ourselves.
3. If the complaint proves justified we shall meet the following direct costs arising from subsequent performance: the cost of the replacement part including dispatch, as well as the reasonable cost of dismantling and fitting, and, if the individual case so justifies it, the cost of providing our fitters and assistants as necessary.
4. In any event, the amount of costs we accept in addition to the cost of the replacement part shall be limited by the cost of the replacement part.
5. As part of their statutory rights Purchaser shall be entitled to withdraw from the contract or to reduce the purchase price if—with due regard to exceptional cases provided for by law—we fail within a reasonable set period to effect repair or replacement due to a material defect. If the defect is only a minor one, Purchaser shall simply be entitled to reduce the contract price.
6. We will not accept liability for unsuitable or improper use, faulty assembly or operation by Purchaser or third parties, natural wear and tear, faulty or negligent handling, damage in transit, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences—save where the supplier is responsible for same.
7. Standard commercial tolerances with respect to dimensions, quantity, quality, color etc. shall not constitute any cause for complaint. The same shall apply to deficiencies comprising 1-5% of the goods, depending on type and manufacture. The quality of our products is governed in principle only by our product specification. Public statements, recommendations or advertisements for our products do not constitute a contractual description of quality. Although the detailed product description contains a reference to DIN Standards, it does not represent a promise of guarantee.
8. Modifications or repairs to the delivery item to which we have not expressly consented in writing and which have been carried out by Purchaser or by third parties on their own initiative, shall result in the lapse of any claims under the warranty.
9. Advice and information of any type whatsoever shall not be contractually binding and shall be provided free of charge to the best of our knowledge, but without any guarantee or liability on our part.
1. We shall be liable—on whatever legal grounds—for damages that arise on the item supplied only in case of malicious intent, gross negligence of the owner/executive bodies or managers, intentional injury to any person's life, body, health, defects that were culpably hidden or that were guaranteed not to exist and in case of defects of the item supplied, insofar as product liability law provides for liability for personal injury or property damage to privately used objects.
2. In case of culpable infringement of cardinal contractual duties, we shall also be liable for gross negligence of non-management employees, in the last case limited to the reasonably foreseeable damages typical of the contract. Any and all other claims are excluded.
XII. Statute of Limitations
1. All claims of Purchaser, especially warranty claims, shall lapse in 12 months (regardless of their legal basis). The legal periods shall apply to intentional or malicious behavior and to claims related to the German Product Liability Act.
XIII. Title Retention
1. Goods supplied shall remain our property as reserved-title goods pending payment and discharge of all existing debts arising from the object of the service, of all outstanding debts in connection with the subject matter and of all debts arising in future. The suspension of individual debts in a current account or the balancing and acknowledgment thereof shall not cancel the retention of title. If our liability on a bill is established in connection with the making of payment by Purchaser, the retention of title shall not lapse prior to collection of the bill by Purchaser as drawee.
2. If Purchaser violates the contract, especially if Purchaser defaults on payment, we are authorized to take back the product(s) subject to retention of title after issuing a reminder and Purchaser must hand over this item(s) to us.
3. If reserved-title goods are processed into a new movable item by Purchaser, processing is carried out for us without our being under any obligation, and the new item becomes our property. Where processing is carried out on goods not belonging to us, we shall acquire co-ownership of the new goods in the proportion of the value of the reserved-title goods to the other goods at the time of processing.
4. If reserved-title goods are combined, mixed or included with goods not belonging to us pursuant to §§ 947, 948 of the German Civil Code (BGB), we shall become co-owners as provided by law. Should Purchaser acquire sole ownership by combining, mixing or including, Purchaser hereby transfers to us co-ownership in the proportion of the value of the reserved-title goods to the other goods at the time of combining, mixing or including. In this case, Purchaser must hold free of charge the item owned or co-owned by us, which is also deemed to be a reserved-title item within the meaning of the provisions below.
5. Should reserved-title goods be sold by Purchaser, alone or together with goods not belonging to us, Purchaser hereby assigns the claims arising from the resale to the value of the reserved-title goods with all additional rights and priority over all other debts; we accept the assignment. The value of the reserved-title goods will be the amount of our invoice plus a security premium of 10%, which will, however, be left out of account if it conflicts with third-party rights. If the resold reserved-title goods are co-owned by us, the assignment of claims shall extend to the amount equivalent to the proportional value of our co-ownership. Para. 1 sentence 2 applies analogously to the extended retention of title, the assignment of future debts under Para. 3 sentence 1 and 3 also extends to the balance claim.
6. If reserved-title goods are installed by Purchaser or by us on Purchaser’s behalf as a material component in the real property of a third party, Purchaser hereby assigns the claims for payment arising against the third party or whomever it concerns to the value of the reserved-title goods with all additional rights including such for the granting of a debt-securing mortgage, with priority over all other debts; we accept the assignment. Para. 3 sentence 2 and 3 shall apply accordingly.
7. If reserved-title goods are installed by Purchaser as a material component in the real property of Purchaser, Purchaser hereby assigns the claims arising from the commercial sale of the real property or from real property rights to the value of the reserved-title goods with all additional rights and with priority over all other debts; we accept the assignment. Para. 3 sentence 2 and 3 shall apply accordingly.
8. Bills received by Purchaser by virtue of the assigned debt are hereby assigned to us. Purchaser will hold the papers for us.
9. Purchaser shall only be entitled and authorized to resell, use or install the reserved-title goods in the normal course of business and only subject to the proviso that the claims within the meaning of Section XI – Retention of Title – are actually transferred to us.
10. The retention of title and assignment to us must be disclosed to the customer. Purchaser shall not be entitled to otherwise dispose of reserved-title goods, particularly by pledging or assigning them as security. We must be informed immediately if the reserved-title goods or assigned claims are taken in execution; the costs of any intervention will be to Purchaser's account.
11. Subject to revocation, Purchaser shall be authorized to collect the outstanding debts assigned under Para. 3 and 4. We shall make no use of our own authorization to collect as long as Purchaser meets its payment obligations, including to third parties.
12. If the outstanding debts assigned are collected by us, Purchaser undertakes to give us every assistance in collecting them, particularly in preparing accounts, providing information and supplying documents to the extent necessary for collection.
13. If payment is suspended, if there is a petition for or adjudication of bankruptcy or of court or out-of-court composition proceedings, the right to the resale, use or installation of the reserved-title goods and the authorization to collect the outstanding debts assigned shall be extinguished; authorization shall also lapse if a check or bill is protested.
14. If the value of the securities granted exceeds the outstanding debts by more than 20%, we are to that extent obliged to make reassignment or release at Purchaser's option. Once all the debts arising from the business relationship have been repaid, ownership of the reserved-title goods and the debts assigned shall be transferred to Purchaser.
XIV. Payment Terms
1. The invoice is sent by mail or e-mail after reporting readiness for shipment.
2. Unless otherwise agreed, payments must be submitted without deduction within 14 days of the invoice date.
3. The acceptance of bills or checks is at our discretion and always only as payment and subject to possible discounting or encashment. No discount is allowed on bills; charges shall be covered by Purchaser. The acceptance of bills and checks notwithstanding, we shall at any time be entitled to request payment of the original debt against return of the bill or check.
4. If payments are made later than agreed even though they are due or they are deferred by special agreement, interest in the interim will be charged at the current standard overdraft facility rate, even without the preconditions of delay otherwise being present.
Should Purchaser get into arrears with a payment or should its financial position deteriorate materially following contract signature, all our claims arising from the business relationship will immediately become due for cash payment, even in the event of a deferment and even after bills and checks have been accepted by us. In this event we shall also be entitled to request prior payment or the lodging of security, and, after a reasonable period of grace, to terminate the contract or claim damages for non-performance.
5. Complaints that we do not explicitly acknowledge in writing do not release Purchaser from its obligation to pay. Offsetting by counterclaims of Purchaser or withholding of payments due to such claims is only permitted if the counterclaims are undisputed or have been legally established in court.
1. Claims from the purchase contract, including any warranty claims, may not be assigned to third parties without our explicit written approval.
XVI. Data Protection
1. As part of the process of placing an order, we collect personal data and process it for the purposes of concluding the contract and processing the goods orders. This data is collected, processed and used only as part of the valid data protection laws, unless Purchaser has consented to use outside of this scope.
2. If necessary, the data necessary to transact Business are forwarded to affiliated companies and other third parties (e.g. delivery Services, insurance companies) for the purpose of processing the order.
3. The orders and order data remain stored after conclusion of the contract. If Purchaser requires order documentation, this is made available upon request.
XVII. Place of Fulfillment, Place of Jurisdiction and Applicable Law
1. To the extent permitted by law, the place of fulfillment for all deliveries, services and payments of both parties shall be Eisenbach/Schwarzwald.
2. Any disputes, including actions relating to bills and checks, shall, where lawful, be settled before the Amtsgericht (court of registration) in Titisee-Neustadt or the Landgericht (district court) in Freiburg i.Br. However, we are authorized to sue Purchaser in Purchaser's place of residence.
3. The contractual relationships shall be governed exclusively by German law, even if Purchaser is a foreigner or has a registered domicile abroad. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.