General Terms of Business (as of 09/2020)
General Terms of Business (as of 09/2020)
I. General Provisions
(1) The present General Terms of Business apply to all companies of the FÖGE group, particularly to FÖGE Elektronik GmbH,
Presentstr. 3, 63939 Wörth am Main hereinafter referred to as FÖGE. The present General Terms of Business apply for
corporate clients (§14 BGB – German Civil Code). (2) Mutual written declarations shall be applicable for the scope of supplies
or services (hereinafter: Supplies). FÖGE exclusively performs supplies or services based on the present General Terms of
Business. customers deviating, conflicting or supplementary general terms of business shall not apply even in case of
notification by FÖGE unless expressly agreed in writing. (3) These General Terms of Business shall be applicable to all contracts
with principals, legal entities under public law and special funds under public law for all future business relationships as well,
even if not expressly arranged again. These General Terms of Business shall be considered accepted at the latest upon receipt
of the goods.
II. Quotations/Supplies
(1) Quotations and cost estimates of FÖGE are subject to change. Orders shall only be deemed to be accepted by FÖGE if they
have been executed or are confirmed in writing or in text form. For web shop orders: The order placed by a customer represents
an offer to complete a sales agreement. The customer receives an initial confirmation by email that the order has been received.
A contract is concluded only upon receipt of the explicit order confirmation by FÖGE or by delivery of the goods. (2) Tolerances
of dimension, weight or performance, technical or design changes as well as deviations of brochures and other documents in
the course of technical progress shall be reserved. They shall be accepted by the Customer unless they are fundamental and if
they are reasonable for the Customer. (3) Partial supplies shall be allowed as far as they are acceptable for the Customer. If a
partial delivery extends to more than two weeks, FÖGE shall have the right to invoice the delivered products.
III. Prices and Terms of Payment
(1) Prices shall be ex works (EXW, according to Incoterms in the respectively valid version), exclusive packaging, plus the
respectively applicable statutory value added tax (VAT). (2) If FÖGE has taken over the installation or mounting and unless
otherwise agreed upon, Customer shall bear – aside from the stipulated compensation – all required additional expenses, (e.g.
travel costs, costs for transporting the tools). (3) Payments shall be made free FÖGE‘s point of payment. Date of required
payment: net, after date of invoice, or according to agreement. (4) Web shop orders require new customers to make an advance
payment by either prepayment, credit card, immediate bank transfer/giropay, or by cash on delivery. For registered, existing
customers, payment after invoicing is also possible. (5) Customer may only set off with receivables which are uncontested or
legally binding or acknowledged by FÖGE. Customer shall be entitled to exercise a right of retention insofar as his counterclaim
relies on the same contractual relationship or the counterclaim is admitted or legally binding or ripe for decision. (6) In case the
Customer does not meet it’s obligation to pay or circumstances arise which cause major doubts in the Customer’s liquidity or
creditworthiness, FÖGE is entitled to call due the remainder of the debt or demand a reasonable security deposit.
IV. Retention of title
(1) FÖGE shall reserve the ownership and title in all delivered goods until the Customer has paid all current and future incurred
claims from the business connection. The retention of title shall also include spare or replacement parts such as motors, control
devices etc., even if they are installed and if they become essential component parts thereby as defined by § 93 BGB (German
Civil Code). In performing the check/bill of exchange procedure, retention of title shall continue to exist even after check payment
until release from the liability under bills of exchange. In case of a current account relationship (business connection), FÖGE
shall reserve ownership until the receipt of all payments under the existing current account relationship; this reservation shall
relate to the acknowledged balance; in these cases, the provisions of this Article shall apply analogously. (2) In case of customers
conduct in violation of the contract, especially in case of default of payment, FÖGE shall be entitled to take back the goods after
an unsuccessfully expired, reasonable period of time. The mere retraction shall be considered a rescission from the contract
only if a reasonable due date for performance which FÖGE had set passed unsuccessfully and if the rescission has been
explicitly declared. Customer shall bear the costs (especially transport costs) incurred by FÖGE due to such retraction. FÖGE
shall furthermore be entitled to prohibit Customer from any further sale or processing of the goods delivered under retention of
title and to revoke the right of direct debiting service (Number 5). Only after complete payment of the purchase price and all
costs, Customer may demand delivery of the goods which have been taken back without explicit declaration of rescission. (3)
Customer shall be obligated to treat the goods with care (including any required inspection and maintenance work). (4) Customer
may neither pledge, nor assign as security, nor transfer the delivery object and the debts claims applicable for it. In case of
distress or other interventions by third parties, the Customer shall immediately notify FÖGE in writing or in text form so that he
can bring action according to § 771 ZPO (German Code of Civil Procedure). Customer shall bear any costs of this action which
remain despite FÖGE winning the legal action according to § 771 ZPO. (5) In the proper course of business, the Customer shall
be entitled to further sell, process or mix the purchased goods; however, Customer shall now already assign to FÖGE all claims
from further sale, processing, mixing or for other legal reasons (especially insurances or unlawful act) in the amount of the final
amount of the stipulated invoice (including value-added tax). If the delivered goods are sold further together with other goods
which do not belong to the Customer, the Customer shall assign to FÖGE the resulting receivables in the amount of the
stipulated gross price. Even after the assignment, Customer shall remain entitled to collect these receivables, without affecting
FÖGE‘s right to collect the receivables himself. FÖGE shall agree, however, not to collect the receivables as long as the
Customer meets the payment obligations from the proceeds collected, as long as Customer is not in default of payment, and
as long as there is no application for the institution of bankruptcy proceedings or any stoppage of payment. If this is the case,
however, Customer shall advise upon request about the receivables assigned and the debtors; Customer shall provide all
information required for collection, hand over the pertinent Documents and inform the debtor (third party) of the assignment.
(6) Retention of title shall also extend to the full value of those products which are created by processing or modification of the
delivered goods. If the ownership rights of third parties remain in existence during the processing or conversion with their goods,
Customer shall grant FÖGE co-ownership in relation to the objective value of these goods; it shall be agreed now already that
Customer will carefully safeguard the goods for FÖGE in this case. If the conditional goods are combined with other movable
goods to homogeneous goods or inseparably mixed and if the other goods are to be considered as the principal thing, Customer
shall grant FÖGE proportionate co-ownership as far as the principal thing is his; Customer shall safeguard the resulting (co-
)ownership for FÖGE. The same shall otherwise apply for goods resulting in this manner as for those delivered under retention
of title. (7) Customer shall also assign to FÖGE the claims for safeguarding FÖGE’s claims which arise against a third party due
to the connection of the delivery objects with a piece of real estate. (8) The securities to which FÖGE is entitled shall not be
taken into account as far as the estimated value of the securities exceed by 50% the nominal value of the receivables to be
secured; it shall be FÖGE‘s decision which securities are released in this respect. (9) As far as the validity of the retention of title
in the destination country is tied to special prerequisites or special requirements of form, Customer shall take care that they will
be complied with.
V. Delivery Periods, Default
(1) Compliance with the delivery periods shall require the on-time receipt of all Documents to be supplied by the Customer, the
required permits and releases, especially of plans, as well as compliance with the stipulated payment terms and other obligations
by the Customer. If these prerequisites are not complied with in due time, the periods shall be reasonably extended; this shall
not apply if FÖGE is responsible for the delay. For the rest said delivery periods shall be binding only if they are expressly
confirmed by FÖGE in writing or in text form. (2) Upon occurrence of unforeseeable obstacles which are outside of FÖGE‘s
sphere of influence and which FÖGE had been unable to avert – despite the diligence reasonably to be expected according to
the circumstances of the case – regardless of whether they occur with FÖGE or his subcontractor – such as force majeure (e.g.
war, mobilization, riots, fire and natural disasters), delays in the delivery of essential preliminary products and raw materials, etc.
– FÖGE shall be entitled to rescind the delivery contract entirely or in parts or extend the delivery period by the duration of the
obstacle. FÖGE shall have the same rights in case of strike or lockouts at his facilities or his subcontractors. FÖGE shall notify
the Customer immediately of such circumstances. Under these circumstances contractual penalties shall not be forfeited. In
case of rescission FÖGE shall reimburse said provided consideration without delay. (3) Proper and on-time self-delivery shall
be reserved. Customer shall be notified of any delays promptly. As far as FÖGE is not supplied correctly or on-time by his
suppliers and if FÖGE is not responsible for it, the time of performance shall be shifted by a corresponding period of time. In
this case, FÖGE can also optionally declare rescission from the contract with regard to the items not delivered. As far as allowed
under competitive law, FÖGE shall assign to the Customer his claims against the subcontractor for the non-contractual supply.
Under these circumstances contractual penalties shall not be forfeited. In case of rescission FÖGE shall reimburse said provided
consideration without delay. (4) In case of default of delivery, Customer can rescind the contract after an unsuccessfully expired,
reasonable period; in the event that performance is impossible, Customer shall have this right even without setting a period of
time. (5) Upon FÖGE‘s request, Customer shall be obligated to declare within a reasonable period of time whether he rescinds
the contract due to the delay in delivery or insists on the supply. (6) If shipment or delivery is delayed upon the Customer‘s
request by more than one month after notification of the readiness for shipment, Customer can be charged – for every month
started – for storage in the amount of 0.5 % of the price of the objects of the deliveries; however, a total of 5% at maximum.
FÖGE shall be free to prove higher damage or expenditures; Customer shall be free to prove that no damage or expenditures
were incurred or only considerably lower damage or expenditures.
VI. Passing of Risk
(1) Even with freight-free delivery, the risk shall pass to the Customer as follows: a) For supplies without installation or mounting
when they were brought to shipment or have been picked up. At the customer’s request and costs, supplies shall be insured
by FÖGE against the usual transport risks; b) for supplies with installation or mounting on the day of acceptance in own facility
or, as far as stipulated, following proper trial operation. (2) If the shipment is delayed or precluded without FÖGE’s fault, the risk
shall pass to the Customer as of notification of readiness for shipment. (3) If the Customer is in default of acceptance, the risk
shall pass to the Customer.
VII. Installation and Mounting Unless otherwise agreed upon in writing or unless special mounting conditions are
included, the following provisions shall apply for installation and mounting:
(1) Customer shall accept at his own expense and provide on time: a) All earthworks, construction work and other side work
from outside the industry, including the correspondingly required skilled workers and unskilled workers, construction materials
and tools; b) the necessary items and materials required for mounting and commissioning, such as scaffolding, hoisting
equipment and other devices, fuels and lubricants; c) energy and water at the application site, including the connections, heating
and lighting; d) at the place of mounting, sufficiently large, suitable, dry and lockable rooms for storing machine parts,
apparatuses, materials, tools, etc.; and for the mounting personnel suitable workrooms and common rooms, including sanitary
installations which are reasonable for the circumstances; Customer shall otherwise take measures for the protection of the
property of FÖGE and the mounting personnel at the construction site which Customer would take to protect his own property;
e) protective clothing and protective devices which are required due to special circumstances at the place of mounting. (2) Prior
to the beginning of the mounting work, Customer shall provide – without being requested to do so – the necessary information
about the location of concealed power, gas, water lines or similar installations as well as the required information on statics. (3)
Prior to the beginning of the installation or mounting, the provisions and items required for commencing the work shall be at the
place of installation or mounting, and all preliminary work must have progressed so far, prior to the beginning of the setup, that
the installation or mounting can be started according to agreement and be performed without interruption. Approach roads and
the place of installation or mounting must be leveled and cleared. (4) If installation, mounting or commissioning is delayed due
to circumstances which FÖGE is not responsible for, Customer shall bear to a reasonable extent the costs for the waiting period
FÖGE Elektronik GmbH Phone: +49 9372 9809477 Geschäftsführer: Fatih Özkaya
Presentstr. 3, E-Mail: info@fogegmbh.com
63939 Wörth am Main www.fogegmbh.com HRB 755353