Terms and Conditions

GENERAL TERMS AND CONDITIONS OF DELIVERY AND BUSINESS OF FELDMANN METALL UND SCHMIEDEKUNST GMBH

These terms and conditions apply exclusively to our business dealings with companies/businesses, but not to business dealings with private end consumers; for the latter, the statutory provisions apply.

I. APPLICABILITY OF THESE TERMS, SCOPE OF PERFORMANCE OBLIGATIONS

1. These terms govern the scope and details of our delivery obligation. They therefore also apply to all future business relationships, even if they are not expressly agreed upon again. These terms are deemed accepted no later than upon receipt of our performance. Any counter-confirmations by the customer referring to their own terms and conditions of business or purchase are hereby rejected. Deviations from these Terms and Conditions of Delivery and Warranty are only effective if we confirm them in writing.
2. Our offers are subject to change and non-binding. The contract is not concluded until we provide written confirmation. This also applies to additions, amendments, and/or ancillary agreements.
3. Offer documents, such as drawings, illustrations, weight specifications, and other dimensional data, etc., are to be understood as approximate and are binding only if expressly agreed upon in writing.

II. COPYRIGHT

1. We retain ownership and copyright to all documents pertaining to the offer and our catalogs (drawings, sketches, photographs, etc.). These may not be made available to third parties without our permission and must be returned immediately upon our request, particularly if the order is not placed with us.
2. We are entitled to retain sample copies of the orders as quality samples and to use them—anonymized—for advertising purposes.
3. Our deliveries and services do not include the transfer of copyrights. Accordingly, we reserve all property rights and copyrights to our graphic designs, image and text trademarks, layouts, etc. The transfer of these rights requires a separate written agreement.
4. The customer must ensure that the fulfillment of their order does not infringe upon any third-party rights, in particular copyrights, image rights, and others. Otherwise, the customer must indemnify us against all claims by third parties who assert rights against us in this regard.
5. By placing an order, the customer gives their consent and agreement to allow us to store the data they have submitted and to be added to our email distribution list. This consent may be revoked at any time by sending an informal email. For further information, please refer to the privacy policy posted on our website.

III. PRICE AND PAYMENT TERMS

1. Unless otherwise stated, we are bound by the prices contained in our offers for 30 days from the date of the offer. Prices are ex works, plus the applicable statutory value-added tax.
2. The costs of packaging and shipping shall be borne by the customer. We are also entitled to reimbursement for packaging costs if and to the extent that we are required to take back the packaging in accordance with the relevant statutory provisions. The choice of shipping method and packaging is at our discretion, unless otherwise agreed.
3. Invoices are payable net within 30 days, or within 14 days with a 2% discount.
4. If the customer falls more than two weeks behind on a due installment payment, or if reasonable doubts arise regarding the customer’s ability or willingness to pay based on relevant facts (e.g., the initiation of enforcement proceedings or the filing for composition or bankruptcy proceedings), our entire remaining claim shall become due immediately.
5. If a payment due date is exceeded, interest and costs at the rate customary for cash loans at private banks shall be charged for the period of the delay, subject to our further claims, without the need for a formal reminder. A flat-rate fee of €5 is due for each reminder letter.
6. The withholding of payments and/or set-off based on any counterclaims by the customer are excluded, unless such counterclaims are undisputed or have been legally established.

IV. DELIVERY TERMS

1. Stated delivery times are approximate and non-binding unless they have been bindingly agreed upon in writing. Agreed delivery periods shall not commence until all technical and chemical details have been clarified. We are entitled to make partial deliveries.
2. Timely dispatch shall be deemed sufficient for compliance with an agreed delivery period. If the customer is required to pick up the delivered goods from our premises, our notification that the goods are ready for shipment shall be decisive for determining the timeliness of our performance.
3. An agreed delivery period shall be extended appropriately in the event of unforeseen circumstances, regardless of whether they occur at our facility or at a subcontractor’s. In particular, the following may be considered causes of possible delays: operational disruptions, strikes, defective production, and delayed delivery of the necessary raw materials and/or components.
4. If delivery cannot take place immediately for reasons attributable to our customer, we are entitled to charge the customer for the costs incurred due to storage, amounting to at least 0.5% of the invoice amount for each month or portion thereof. The customer is entitled to prove that lower costs were incurred. Upon expiration of a reasonable grace period granted to the customer, we are entitled to withdraw from the contract and claim damages in lieu of performance. Damages for non-performance shall amount to 15% of the agreed net purchase price, unless the customer proves that the actual damages were less.
5. If delivery is delayed beyond the agreed delivery period due to our fault, the customer may, after the expiration of a grace period of 3 weeks, withdraw from the contract and/or claim damages in accordance with Sections 281 et seq. of the German Civil Code (BGB). Claims for damages are excluded unless the breach involves a material breach of contractual obligations (cardinal breach), a personally injurious act caused by our fault, or intentional or grossly negligent conduct. If the delivery has already been partially fulfilled, the customer may claim damages in lieu of the entire performance only to the extent that this is necessary to protect the customer’s interest in the entire performance. In this case, withdrawal from the entire contract is possible only to the extent that the customer can demonstrate that it has no legitimate interest in a partial performance.
6. Our obligation to deliver is suspended as long as the purchaser is in arrears with any payment owed to us.
7. Custom-made products of any kind are always shipped “ex works.”

V. TRANSFER OF RISK / PACKAGING

1. Risk passes to the customer when the delivered goods—including parts thereof—have left our plant. This also applies to deliveries made by our own vehicles or on a free-carriage and free-packaging basis, as well as in cases where we have undertaken assembly, installation, or other services.
2. If shipment is delayed due to circumstances beyond our control, risk passes to the customer as soon as we have notified the customer in writing that the goods are ready for shipment.
3. At the customer’s request and at the customer’s expense, we will insure the goods against breakage, fire, water damage, and damage during transport. The insurance costs will be charged to the customer at cost.

VI. PRINT DATA

1. Unless otherwise agreed in writing, we will execute all orders based on the print data provided to us by the customer.
2. The customer must provide us with this print data in the file formats specified by us on our website or, if applicable, in our order forms, at the customer’s expense and risk. In particular, the customer is solely and exclusively responsible for the completeness and accuracy of the data provided to us.
3. The customer must ensure that the use of the print data provided to us does not infringe any third-party rights. Otherwise, the customer must indemnify us against all claims by third parties who assert rights against us in this regard.
4. The customer is obligated to provide us with the relevant data free of malware; in particular, the customer is required to use up-to-date antivirus software for this purpose. Otherwise, the customer must compensate us for any damages incurred.
5. The responsibility for backing up the data transmitted to us lies exclusively with the customer.
6. We can and will check the data transmitted to us by the customer or by third parties on the customer’s behalf only for obvious errors.
7. All print data supplied by the customer, in particular templates and data carriers, will be archived by us for 24 months after delivery of the final product.

VII. WARRANTY / DAMAGES

1. We warrant that our products are free from defects, in particular manufacturing and/or material defects.
2. We will remedy all defects arising therefrom; however, any claims by the customer that deviate from this are excluded by the corrective measures we have taken. If the corrective measures involve disproportionate effort or fail, we are entitled to deliver a replacement of the same kind. If the rectification fails after a reasonable grace period, the customer may demand a price reduction or, at their discretion, withdraw from the contract, provided the customer had given notice of this while setting a grace period.
3. We provide a warranty for our products for a period of one year from the transfer of risk. In the event of a warranty claim, we will reimburse a flat fee of €6 to cover transportation and travel costs incurred for each defective delivery. Any further claims for reimbursement of transportation, travel, labor, and material costs are excluded, particularly if the expenses increase because the item delivered was subsequently moved to a location other than the place of performance.
4. All other warranty claims, in particular claims for compensation for direct or indirect damages, including damages to third parties or damages to other items, as well as for loss of use and labor costs, are excluded to the extent permitted by law.
5. Liability for normal wear and tear resulting from intended use is excluded. The warranty shall lapse if our installation and operating instructions are not followed, if the chemicals prescribed and supplied by us are not used, or if modifications are made to the product without our consent. 6. The customer is obligated to inspect our deliveries for completeness and defects immediately upon receipt. If the customer discovers any shortages or obvious defects, these must be reported to us immediately. Hidden defects must be reported immediately upon their discovery.
7. We do not warrant that the delivered item is suitable for the customer’s intended purpose. Any deviating agreements require our express written confirmation.
8. To the extent that we provide technical consulting services, we do so to the best of our ability and knowledge, based on our own experience and the tests we have conducted. We assume no liability for these services unless there is a breach of material contractual obligations (cardinal obligations), culpably caused personal injury, or intentional or grossly negligent conduct.
9. The customer’s statutory rights of recourse against us exist only to the extent that the customer has not entered into any agreements with its own customer that go beyond the statutory claims for defects.
10. Unless otherwise specified below, any further claims by the customer—in particular claims for damages—are excluded. We are also not liable for damages that did not occur to the delivered item itself, in particular for consequential damages resulting from defects, for lost profits, and other financial losses suffered by the customer, or for unforeseeable or atypical damages. These disclaimers of liability do not apply if the cause of the damage is based on willful misconduct or gross negligence, or in cases of bodily injury or harm to health.

VIII. RETENTION OF TITLE / SECURITIES

1. Until all claims to which we are entitled against the customer, whether now or in the future, for any legal reason have been satisfied, the following securities are granted to us; these shall be released at the customer’s request, at the customer’s discretion, to the extent that their value exceeds our claims by more than 20%.
2. The goods remain our property. Any processing or transformation is always carried out on our behalf as the manufacturer, but without any obligation on our part.
3. The customer is entitled to process and sell the goods subject to retention of title in the ordinary course of business, provided the customer is not in default of payment to us. Pledging or transfer of ownership by way of security is prohibited. The customer hereby assigns to us, by way of security, in full, all claims arising from the resale or any other legal basis (insurance, tort) with respect to the goods subject to retention of title (including all balance claims from a checking account). We irrevocably authorize the customer to collect the claims assigned to us in his own name for our account. We may revoke this authorization to collect if the customer fails to properly meet his payment obligations.
4. In the event of third-party access to the goods subject to retention of title, the customer shall indicate our ownership and notify us immediately.
5. In the event of a breach of contract by the customer—in particular, default in payment—we are entitled to take back the goods subject to retention of title or, if necessary, to demand assignment of the customer’s claims for surrender against third parties. Our taking back or seizure of the goods subject to retention of title does not constitute a withdrawal from the contract.
6. Furthermore, the customer must provide security for our claims arising from the specific transaction in the form of a directly enforceable, irrevocable, and indefinite guarantee from a bank or savings bank in the amount of the respective gross order value if we deem this necessary due to the particular circumstances of the individual case; we shall make this determination at our reasonable discretion (Section 315 of the German Civil Code (BGB)). We may also demand such security even after the contract has been concluded, until the respective invoice has been paid in full.

IX. LIMITATION OF LIABILITY

1. Claims for damages, regardless of the legal basis, are excluded both against us and against our agents or vicarious agents, unless the claim arises from a breach of material contractual obligations (cardinal obligations), culpably caused personal injury, or intentional or grossly negligent conduct. This does not apply to culpable breaches of pre-contractual obligations.
2. Our liability is excluded if an installation carried out for the intended purpose is performed without the technically required structural analysis, structural testing, or approval.

X. ALTERNATIVE DISPUTE RESOLUTION

We are neither obligated nor willing to participate in dispute resolution proceedings before a consumer arbitration board.

XI. DATA PROTECTION

We refer to the privacy policy in accordance with the GDPR posted on our website.

XII. GOVERNING LAW, JURISDICTION, WRITTEN FORM

1. These Terms and Conditions and all legal relationships between us and the customer are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG of April 11, 1980).
2. The entire business relationship is subject to the requirement of the written form, including any waiver thereof. Should any provision in these Terms and Conditions or any provision within the scope of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements. The invalid provision shall be replaced by a valid provision that most closely approximates the intended purpose.
3. If the customer is a merchant, an entrepreneur, a legal entity under public law, or a special fund under public law, Fürth shall be the exclusive venue for all disputes arising directly or indirectly from the contractual relationship.
4. The place of performance is Langenzenn.

XIII. INTELLECTUAL PROPERTY RIGHTS

The customer acknowledges that all intellectual property rights related to the catalogs and the online store https://shop.feldmann-gmbh.com—including rights to names/designations, designs, concepts, and software—are the sole property of Feldmann GmbH.

XIV. MAILING ADDRESS

Feldmann Metall & Schmiedekunst GmbH
Mühlsteig 25
90579 Langenzenn

Tel.: +49 9101 / 4977-0
Fax: +49 9101 / 4977-10

XI. REGISTRATION DETAILS

Headquarters in 90579 Langenzenn; Commercial Register: Fürth Local Court, HRB 10 260
Managing Directors: Andreas Feldmann, Michael Feldmann