I. Basic Terms
These present Conditions of Sale are applicable to each and every offer and order accepted, as well as for every delivery effected by Frenzelit Sealing Systems, Inc. They also apply to every future business relationship between Frenzelit Sealing Systems, Inc. and anyone placing an order. Conditions other than the present ones, including, but not limited to, purchasing conditions of the customer, are inapplicable, even if not explicitly or otherwise rejected. By accepting goods, the customer waives any application of its own conditions of business, even if those imply exclusivity. Oral agreements or warranties are invalid without our written confirmation.
(1) Our prices are net, US Dollars, generally ex works, not including packaging, value added tax to be added.
(2) In as far as after Frenzelit Sealing Systems' offer or after order confirmation, essential cost factors change considerably prior to delivery, supplier and customer will come to terms concerning an adaptation of prices.
III. Technical Modifications
(1) Technical modifications increasing or maintaining the value of the products we sell and not limiting their functionality are reserved till delivery.
(2) In as far as nothing is agreed explicitly, Frenzelit Sealing Systems, Inc. can determine technical characteristics or measures of performance or delivery in accordance with tolerance values customary in trade. The consideration of tolerance values customary in trade is understood to be agreed.
IV. Customer’s Technical Indications
(1) Frenzelit Sealing Systems, Inc. does not have to examine any information or technical specification given by a customer upon which production and/or delivery of the objects of an agreement is based.
(2) Frenzelit Sealing Systems, Inc. is entitled to base the production and delivery of subject matters of all contracts upon technical indications, product descriptions, or product characteristics, given by the customer. Doing so will not constitute the breach of any duty of Frenzelit Sealing Systems, Inc.
(3) In as far as Frenzelit Sealing Systems, Inc. has to deliver in accordance with drawings and/or by using parts submitted by the customer, the latter has to warrant that no industrial property rights of any third party will be violated thereby. The customer has to inform Frenzelit Sealing Systems, Inc. of existing industrial property and other rights known to the customer. The customer has to keep Frenzelit Sealing Systems, Inc. harmless of any claim raised by third parties and to indemnify Frenzelit Sealing Systems, Inc. for damage suffered by ourselves.
V. Call Orders
(1) In as far as downtime, production time or acceptation periods for orders by call are not fixed by agreement, Frenzelit Sealing Systems, Inc. can demand a binding determination thereof, no later than three months after the order was placed and confirmed.
(2) If nothing is explicitly agreed to the contrary, Frenzelit Sealing Systems, Inc. has the right to deliver and invoice the entire quantity of a call order no later than twelve months after order date.
(3) In as far as the customer does not comply with this demand within 3 weeks after reception, Frenzelit Sealing Systems, Inc. can fix an additional respite of at least 2 weeks and after this additional respite’s expiration withdraw from contract and/or claim indemnity on grounds of non-fulfilment.
(1) If not agreed otherwise, payments fall due immediately upon invoicing, net cash without any deduction.
(2) The customer is in default at latest 30 days after due date and reception of the counter-performance. From the beginning of default, interest for default amounting to 8 percent points above the basic rate of interest of the European Central Bank can be claimed in as far as the customer is not a final user. Claiming further default damage is explicitly reserved.
(3) In case of customer’s payment delay, Frenzelit Sealing Systems, Inc. can also, irrespective of payment periods agreed, demand immediate payment of all pending credits and/or withdraw from any supply contract still existing including contracts without payment delay, or optionally claim indemnity on grounds of non-fulfilment.
(4) Frenzelit Sealing Systems, Inc. is not obliged to accept payment by bill of exchange or cheque. If nevertheless Frenzelit Sealing Systems does so, this only will be done on account of performance.
(5) On principle, any payment is accounted for the oldest debt, irrespective of diverging provisions on the part of the purchaser. Part deliveries and part performances can be invoiced separately.
VII. Uncertainty Objection
(1) Frenzelit Sealing Systems, Inc. can withhold its performance if, after contract conclusion, Frenzelit Sealing Systems, Inc. realises that its claim for consideration is jeopardised by a lack of customer’s solvency. This right of refusal expires when counter-performance is effected or safety bonded.
(2) Frenzelit Sealing Systems, Inc. also has the right to fix an adequate period during which the customer against performance can in its discretion either counter-perform or grant security. After period’s ineffectual expiration, Frenzelit Sealing Systems, Inc. can withdraw from contract.
VIII. Risk’s Passing, Shipment
(1) Risk passes to the customer upon dispatch, also in case of delivery on a DDU/DDP basis. Purchased goods are insured only upon customer’s written demand, at the customer’s expense, and against the risks indicated by the customer.
(2) In as far as no diverging instructions are given in writing, Frenzelit Sealing Systems, Inc. is free to choose the shipping route, mode of transport and packaging.
IX. Delivery Periods
(1) Frenzelit Sealing Systems, Inc. indicates adequate delivery periods at its discretion without any binding effect and does its best to respect them. In case of force majeure; operational disturbances; lacking workmanship, energy or raw materials; strike; or other events beyond its control, delivery date is postponed by the length of the disturbance and of its effects. In as far as no binding period of time are explicitly agreed, delivery falls due no earlier than one month after the end of the non-binding period of delivery.
(2) Partial deliveries on Frenzelit Sealing Systems' our part are admissible any time. Permissible variations in quantities ordered are admissible up to +/- 10%. The price has to be adapted in proportion with changed quantities of delivery.
(3) If the period of delivery is exceeded by more than two months, the customer can withdraw from contract, any other claim being excluded. To this end however, beforehand the customer has to grant Frenzelit Sealing Systems, Inc. an adequate additional respite for delivery. By no means is the customer entitled to replacement purchase, indemnity or other claims towards us for non-fulfilment or delayed delivery, except in case of gross negligence on the part of Frenzelit Sealing Systems, Inc. Partial deliveries and partial services on Frenzelit Sealing Systems' part are admissible.
X. Default in Acceptance
(1) Should the customer not accept certain deliveries or partial deliveries, or should the customer refuse acceptance, Frenzelit Sealing Systems, Inc. can fix an adequate period for the customer’s acceptance. Should the customer not accept the goods within this period, Frenzelit Sealing Systems, Inc. can withdraw from contract or claim indemnity for non-fulfilment.
(2) In that case, the customer has to compensate for the entire damage including transport costs. Frenzelit Sealing Systems, Inc. is then are free to optionally prove its damage or – without any evidence – demand damage amounting to a flat-rate 30 % of the net value of the delivery not accepted, plus cash expense incurred. The damage will be fixed higher or lower if Frenzelit Sealing Systems, Inc. proves a higher or the customer proves a lower damage, respectively.
XI. Reservation of Ownership
(1) For any delivery, Frenzelit Sealing Systems' ownership is reserved, also if some or all of its claims are gathered in one current account and the balance drawn and recognized.
(2) Delivered goods remain Frenzelit Sealing Systems' until entire payment of all claims resulting from the business relationship including all collateral claims (in case of payment by bill of exchange or cheque: until cashing).
(3) The customer can neither pledge nor chattel mortgage goods subject to ownership reservation. About third parties’ seizures of goods subject to ownership reservation, the customer has to inform Frenzelit Sealing Systems, Inc. immediately, as fast as possible, in a suitable way. If the customer delays payment to Frenzelit Sealing Systems, Inc., it is entitled to take back goods subject to ownership reservation, and to this end to enter the customer’s premises.
(4) The customer can intermingle goods subject to ownership reservation with third parties’ goods within the framework of usual business procedures; in that case, Frenzelit Sealing Systems, Inc. acquires co-ownership in the new material created by comminglement, and this in proportion with the value of the material intermingled or newly produced, in accordance with § 947 I BGB . For cases where the customer alienates the material intermingled or newly produced and subject to Frenzelit Sealing Systems' co-ownership, the customer right now cedes to Frenzelit Sealing Systems, Inc. for security its sales price claim towards its client in proportion with the value of Frenzelit Sealing Systems' co-ownership and hereby authorises Frenzelit Sealing Systems, Inc. to collect the relative credit on its own behalf. The customer can alienate the goods within the framework of usual business procedures.
(5) The customer right now cedes to Frenzelit Sealing Systems, Inc. for security all of its claims towards the new possessor based upon the alienation. The customer is authorised and obliged to collect such credits for as long as Frenzelit Sealing Systems, Inc. does not revoke this authority. The customer’s authority to collect expires without explicit declaration on the part of Frenzelit Sealing Systems, Inc. if the customer suspends its payments. Frenzelit Sealing Systems, Inc. shall not make use of its authority to collect for as long as the customer complies with its financial obligations.
(6) Should the securities’ value exceed that of pending claims by more than 20 %, Frenzelit Sealing Systems, Inc. shall release the exceeding amount of securities upon customer’s request.
XII. Liability for Defects
(1) A particular use of a contract matter is considered as agreed only if an explicit written agreement to this effect was made in writing between Frenzelit Sealing Systems, Inc. and the customer.
(2) If such an agreement is not made, Frenzelit Sealing Systems, Inc. warrants that the products sold are fit for the usual kind of use and that they show the qualities which are usual for that kind of material and can be expected by the purchaser in view of the nature of the matter.
(3) Frenzelit Sealing Systems, Inc. warrants certain qualities only after having guaranteed them in writing. Any mere reference to technical standards will contain only a certain specification of service and merchandise, but will not constitute any agreement as to the merchandise’s aptitude exceeding the usual possibility of the material stipulated in the contract.
(4) The purchaser has to examine goods acquired from Frenzelit Sealing Systems, Inc. for defects immediately after delivery, and to inform Frenzelit Sealing Systems, Inc. of recognizable defects within a period of 8 days from reception. In case of this period’s ineffectual expiration, the customer loses any claim for later fulfilment or warranty towards Frenzelit Sealing Systems, Inc. To hidden defects the legal ruling applies, § 377 HGB .
(5) The purchaser is not entitled to process without our consent goods concerning which defect complaints were raised. In case of processing such goods, any claim arising from or because of alleged defects or in consequence of processing are excluded.
(6) In any case of justified complaint for defects or for another violation of our duties, Frenzelit Sealing Systems, Inc. is entitled and obliged to remedy the defect or violation by later fulfilment. The customer is entitled to abatement or withdrawal from contract or indemnity instead of fulfilment only after failure of two attempts of remedy despite adequate additional respite. Frenzelit Sealing Systems, Inc. shall owe indemnity only under the condition indicated in paragraph 2 above.
XIII. General Limitations of Warranty
(1) For damage by violation of life, body and health, Frenzelit Sealing Systems, Inc. is answerable only in cases of intent or gross negligence, in as far as the intentional or negligent violation was an act or omission committed by a legal representative or by one of its vicarious agents.
(2) Indemnity claims for impossibility of performance, positive violation of claim, fault at treaty execution, or tort are excluded not only towards Frenzelit Sealing Systems, Inc., but also towards Frenzelit Sealing Systems' vicarious agents and/or performers, respectively, in as far as intent or gross negligence can be excluded.
(3) For all kinds of material damage, Frenzelit Sealing Systems, Inc. is answerable only in cases of intent or gross negligence.
XIV. Limitation of Liability in Time
Warranty claims against Frenzelit Sealing Systems, Inc. become statute-barred after 12 months, if its contractual partner is a company. In as far as the law implies binding periods of liability (§ 38 I n° 2 BGB, § 479 I BGB, § 634 I n° 2 BGB ), those will apply.
Any right of retention, or of compensation with counter-claims, is excluded between the Parties hereof except if the claim towards Frenzelit Sealing Systems, Inc. is established by a final court verdict, or is explicitly recognised by Frenzelit Sealing Systems, Inc., or is ready for decision.
XVI. Indemnity in Case of Sale of Consumption Goods
If a newly produced object bought from Frenzelit Sealing Systems, Inc. was sold by the customer to the consumer and has to be taken back by the customer on grounds of defects, or if the consumer reduces the price, any damage claim towards Frenzelit Sealing Systems, Inc. is excluded. This does not apply to defects caused by violation of a duty, committed at least in gross negligence.
Only after announcement to Frenzelit Sealing Systems, Inc. and with its consent can claims subject to its prolonged and extended reservation of ownership (item X above) be ceded or transferred for collection to a factoring company by the customer.
Frenzelit Sealing Systems, Inc. has the right to cede its claims.
XIX. Industrial Property Rights
Frenzelit Sealing Systems, Inc. reserves all author’s and other industrial property rights concerning drafts and drawings produced by Frenzelit Sealing Systems, Inc. and concerning models designed by Frenzelit Sealing Systems, Inc. Any use of such a right is possible only on grounds of an explicit written agreement made beforehand.
XX. Place of Fulfilment, Venue
(1) Place of fulfilment and venue for any obligation arising in context with oFrenzelit Sealing Systems, Inc. deliveries is Bad Berneck.
(2) Bad Berneck is the place of jurisdiction also for claims to be judged in trial by records, summary procedure on bills of exchange, or cheque action.
(3) The language of contract and of any kind of legal action is only German. The present translation is tentative and only made for the purpose of information.
(4) The Parties agree upon the exclusive application of the internal law of the Federal Republic of Germany, whereas the applicability of the United Nations’ Convention of April 11, 1980 on contracts concerning the international sale of goods is excluded.
XXI. Data Protection
In accordance with § 26 (1), Datenschutzgesetz , Frenzelit Sealing Systems, Inc. hereby announces that by means of electronic data processing, it stores and process all data referring to clients and suppliers. For more informations please click here.
XXII. Use the web analytics tool Google Analytics
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