General terms and conditions of business

A. Scope

Our offer is directed exclusively to public and commercial clients (hereinafter referred to as customers). Conflicting or deviating terms and conditions of the customer shall not be recognised unless we agree to them in writing in individual cases. Our General Terms and Conditions of Business shall also apply if we provide a service to the customer without reservation and without contradiction in the knowledge that the customer’s terms and conditions conflict with or deviate from these General Terms and Conditions of Business.
Advice and recommendations as well as contractual ancillary services such as installation and maintenance lines or work on the delivery item are provided to the best of our knowledge and in accordance with the state of the art. For omissions in this regard, please refer to section C4 and D3 (Warranty).

B. Conclusion of contract
Our presentation of offers is subject to change without notice and does not constitute a binding application for the conclusion of a contract, unless otherwise stated. We can accept or reject orders from customers within a period of three weeks after receipt of the order by us. The customer waives the receipt of our declaration of acceptance. If the order has not been placed in writing, we can demand that the customer confirms the order in writing. The sending of an order is to be seen as representative of an order confirmation.
The subject matter of this contract is the provision of logistics material in the form of fixed assets and rental objects and, where commissioned, their installation. The material is delivered in working condition.

C. Regulations for rental contracts

1. The hired object

We reserve the right, instead of the leased property described in the rental agreement, to provide another leased property which is comparable in terms of its function.

2. Rental period

2.1 The rental period is generally calculated on an order basis. If no other start of the rental period has been contractually agreed, the rental period begins with the transfer of the rental object to the customer. If the rental agreement is concluded for an indefinite period of time, the customer may terminate the rental agreement in writing with a notice period of one week to the end of the seventh day following the receipt of the notice of termination, if the rental period is measured in days, in writing with a notice period of three days to the end of the third day following the receipt of the notice of termination.

2.2 The customer shall be obliged to tolerate the rented item remaining at the place of use for a period until the end of the third working day following the end of the contract.

2.3 If the customer does not return the rental object in time at the end of the rental period, in particular if he continues to use the rental object, the rental agreement shall not be extended as a result. § Section 545 of the German Civil Code is excluded.

3. Rent

3.1 Unless otherwise contractually agreed, the agreed rent shall be understood as net rent.

3.2 Incidental costs will be invoiced, unless otherwise contractually agreed.

4. Warranty

4.1 The customer shall only be entitled to claims based on a defect in the rental object if and insofar as we are responsible for the defect.

4.2 Immediately after handing over the leased item, the customer shall subject the leased item to a visual inspection and, where feasible, a functional inspection with regard to defects and completeness, and shall notify us immediately in writing of any defects and missing parts of the leased item. If the customer fails to report a defect or the absence of parts of the rental item, the rental item shall be deemed to be approved, unless the defect or the absence of parts of the rental item was not recognisable. If a defect or the absence of parts of the rental item becomes apparent at a later date, the customer must notify the defect or the absence of parts of the rental item immediately in writing, otherwise the rental item shall be deemed to be approved. The rental object shall not be deemed approved if we know that there is a defect or parts of the rental object are missing. If the rental object is deemed to be approved, the customer is not released from the obligation to pay the rent in full due to the defect or the absence of a part of the rental object, nor can the customer claim damages in accordance with § 536 a BGB or terminate the rental agreement without notice.

4.3 In the event of a defect, we shall be entitled, at our discretion, to replace or repair the leased item with one that is comparable with regard to the function of the leased item. If we do not eliminate a defect within a reasonable period of time or refuse to eliminate the defect, the customer can terminate the rental agreement in writing without notice.

5. Use of the rental property

5.1 Subject to the provisions of § 536 a paragraph 2 of the German Civil Code, the Customer shall not be entitled to modify the leased item without our prior written consent, in particular not to remove or conceal attached serial numbers, manufacturer’s plates or other identification or test marks.

5.2 During the rental period, the customer must inform us immediately of the loss of the rental object, any deterioration beyond the usual wear and tear and any accident in connection with the rental object. If we refuse to consent to the transfer of use of the leased item or subletting of the leased item to a third party, the customer shall not be entitled to terminate the contract on the grounds of such refusal.

5.3 The rental object may not be removed from the place of use. The customer must allow us, our representatives and insurers access to the place of use and the rental object during normal working hours.

6. Delivery and collection of the rental goods/return of the rental good

6.1 The arrival/departure begins and ends in the depot of feps gmbh – arrival/departure times as well as set-up times are considered as working time and are calculated like this. Crane-related downtimes due to excessive wind, which continuously exceed 1 hour, shall be charged at 80% of the agreed hourly or daily rates – shorter interruptions shall be deemed normal operating times.
The access roads as well as the workplace for our equipment must be free of all objects that could hinder or impede starting and working. It must also be ensured that the roads to be used or the terrain to be travelled has the necessary levelness and soil stability. The preparation of the aforementioned places must be carried out in good time and free of charge for us. Possible damage to the access roads is at the expense of the customer.

6.2 Insofar as we have undertaken to deliver and collect the leased item and/or to assemble and dismantle it, the customer shall ensure that the place where the leased item is to be used (place of use) is accessible and drivable by trucks with a permissible total weight of up to 40 tonnes and that the place of use is suitable for the assembly and use of the leased item. The customer shall – insofar as necessary for delivery and collection as well as assembly and dismantling – provide us with electricity, water and storage facilities at the place of use free of charge. If the customer does not fulfil the aforementioned obligations and for this reason delivery or assembly of the rental object cannot take place, we are not obliged to wait longer than a maximum of two hours at the place of use for the above-mentioned conditions to be established. If delivery and/or assembly cannot take place in such a case, the customer shall be obliged to bear the costs of further delivery and assembly attempts and shall pay the contractually agreed rental fee for each day by which delivery of the rental item or assembly of the same is delayed as compensation. The customer reserves the right to prove that we have not incurred any damage or that the damage incurred by us is significantly lower. We are not prevented from claiming further damages.

6.3 At the end of the rental period, the customer shall return the rental object in a cleaned condition or, if we have undertaken to collect it, in a cleaned condition and freely accessible for collection or dismantling. We are not obliged to wait longer than two hours for the readiness for dismantling or for collection. The customer shall bear the additional costs of a renewed attempt to dismantle or pick up the rented item as well as cleaning of the rented item carried out by us, insofar as such cleaning is necessary. For each day after the end of the rental period on which the lessee does not return the rental object or makes it available for dismantling or collection, the lessee shall owe the contractually agreed rent for one day as compensation. The customer reserves the right to prove that we have not incurred any damage or that the damage incurred by us is significantly lower. We are not prevented from claiming further damages.

7. Customer liability
The rental object must be protected against theft, destruction and deterioration. The customer shall bear the risk of accidental loss and accidental deterioration of the rental object. The customer’s liability for the rental object begins with the provision of the goods for unloading and ends with the collection of the goods after they have been loaded in a manner safe for transport.

8. References
We are entitled to use our services by stating the name of the customer and information on the type and scope of the service as well as by publishing photographs of our service as a reference for our company in advertising on our website www.feps.com.

D. Regulations for purchase contracts

1. Purchase price

1.1 Unless otherwise contractually agreed, the purchase price shall be understood as a net price, excluding packaging, delivery and assembly of the object of purchase and statutory value added tax. Value added tax, if applicable, will be shown separately in the invoice at the statutory rate applicable on the date of invoicing.

1.2 The purchase price is due for payment without deduction immediately after invoicing.

2. Retention of title

2.1 The delivered goods remain our property until the customer has paid the purchase price in full.

2.2 The customer is entitled to resell the purchased goods in the ordinary course of business; he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) which accrue to him from the resale, irrespective of whether the purchased goods have been resold without or after processing.

2.3 The customer remains authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. We undertake not to collect the claim as long as the customer fulfils his payment obligations, is not in default of payment and in particular no application for the opening of insolvency proceedings on his assets has been made or he has suspended payments. If one of the aforementioned circumstances occurs, we may revoke the collection authorization and demand that the customer discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and informs the debtors (third parties) of the assignment.

2.4 The processing or transformation of the purchased goods by the customer is always carried out for us. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in proportion to the value of the object of sale to the other processed objects at the time of processing. The provisions of § 2.2 and 2.3 shall apply accordingly to the object resulting from the processing or transformation.

3. Warranty

3.1 Prerequisite for warranty claims of the customer due to a defect of the purchased item is that the customer has fulfilled his obligations to inspect and complain in accordance with § 377 of the German Commercial Code.

3.2 If there is a defect for which we are responsible, we shall be entitled to subsequent performance (removal of defects or delivery of a defect-free item). In the event of failure of the subsequent performance, the customer has the right to choose between a reasonable reduction of the purchase price (abatement) or to withdraw from the contract.

3.3 The warranty period is one year from the date of delivery of the purchased item.

E. Other general provisions

1. Liability

1.1 Unless otherwise stated below, further claims of the customer – regardless of the legal grounds – are excluded. We shall not be liable for damages that have not occurred to the delivery item itself; in particular, we shall not be liable for loss of profit or other financial losses of the customer.

1.2 Unless otherwise contractually agreed, we are not obliged within the framework of the contractual relationship with the customer to advise the customer or make recommendations. If we nevertheless give advice or make recommendations, we shall not be obliged to compensate for any damage resulting from compliance with the advice or recommendation.

1.3 Claims for damages for only slightly negligent breaches of duty are excluded. If we negligently violate an essential contractual obligation or the customer’s health, body or life, we shall be liable in accordance with the statutory provisions. The liability for damages is limited to the foreseeable, typically occurring damage.

1.4 No limitation of liability shall apply in the event of intentional or grossly negligent breaches of duty and for claims under the Product Liability Act.

1.5 Insofar as our liability for damages is excluded or limited, this shall also apply to our representatives, employees, workers, staff and vicarious agents.

2. Payment modalities

2.1 Unless otherwise agreed, the invoice amount is payable net (without deduction) within twenty-one days from the date of invoice (proven by the invoice date). For each week of delay in payment, the customer shall pay lump-sum damages in the amount of 1% of the invoice amount, including any value added tax that may be applicable, up to a maximum total of 10% of this amount. The acceptance of a payment without objection and/or reservation does not mean a waiver of claims for damages.

2.2 Our employees and vicarious agents are not entitled to accept payments to us unless they have written powers of attorney. We are not obliged to accept cheques, bills of exchange or cash. Cheques and bills of exchange are always accepted on account of performance.

3. Cancellation clause

The cancellation of a contract, the reduction of the service or the subject matter of the contract or other changes on the part of the customer is not possible without payment of compensation due to our preparatory work and keeping appointments free, even in case of termination due to force majeure.
Cancellations, reductions of the service or the object of the contract or other changes must be made in writing by e-mail within our office hours from Monday to Friday 09:00 – 16:00 hrs. If a cancellation
and/or reduction or other change is made outside these times, the cancellation is only deemed to be received on the next working day (except Saturday).
The following compensation payments apply:
On the day of delivery/collection 100% of the contract amount
• 1 – 3 calendar days before the delivery/collection date 90% of the contract amount
• 4 – 12 calendar days before the delivery/collection date 75% of the contract amount
• 13 – 180 calendar days before the delivery/collection date 50% of the contract amount
• 181 or more calendar days before the delivery/collection date 25% of the contract amount

Fair dealing: If the contract is cancelled within 5 days of the date of issue, no compensation will be due, except for the agreed fee of 5% for the preparation of the offer and concept.
Exception: If it is a short-term order within 1 month and the contract has already been signed and returned, a compensation payment of 90% of the contract amount is still due, as we have already arranged everything.

4. Set-off/jurisdiction/applicable law

4.1 The customer may only set off against our claims or assert a right of retention if the counterclaim is undisputed, disputed but ready for decision or has been established as final and absolute.

4.2 The place of jurisdiction for legal actions against us is Munich. We shall also be entitled to bring an action at the customer’s registered office.

4.3 German law shall apply to the exclusion of the uniform UN Convention on Contracts for the International Sale of Goods (CISG)

4.4 For transports which we carry out on behalf of third parties, ADSp and CMR are available as terms and conditions.

Status: February 2020