1. Conclusion of Contract
1.1 All orders will be executed in accordance with the following general terms and conditions,
which are explicitly accepted through placement of an order. Accordingly, terms and conditions
of the buyer contrary to these conditions are explicitly rejected.
1.2 Our offers shall be non-binding subject to availability, price changes and prior sale. Errors and
misprints as well as technical changes are reserved.
1.3 The contract is concluded with the delivery of the written confirmation of order from FBF.
Agreements with field sales personnel are only binding on FBF when these have been confirmed
by FBF in writing. In addition, collateral agreements are only in effect for FBF when
issued in writing.
1.4 A confirmation of order shall be checked for correctness without delay and when necessary,
an objection entered. A confirmation of order shall be deemed approved unless an objection
is received promptly.
2. Prices
2.1 All prices shall be understood as net of statutory value-added tax at the rate applicable on
the date of fulfillment. In the case of invoicing prior to fulfillment, prices shall be understood
as net of statutory value-added tax at the rate applicable on the date of issue of the invoice.
3. Delivery and Performance
3.1 Delivery dates shall be determined by FBF. Delivery dates specified by FBF shall be nonbinding
unless an explicit definitive delivery date has been agreed in writing. A delivery date
shall be deemed to have been met if the goods have left the factory/delivery warehouse or
the recipient has been duly notified of readiness to deliver. Delays in delivery occasioned
by circumstances for which FBF is not liable shall result in a corresponding extension of the
delivery period. If the customer is liable for the delay in delivery, the delivery period shall be
extended by the duration of the delay plus an additional ten working days.
3.2 If a binding delivery date has been agreed, the buyer shall immediately notify FBF of any
desire to postpone that date. Thereupon FBF will take all reasonable measures to effect the
desired postponement of the delivery. FBF shall be entitled to invoice the buyer separately
for additional costs incurred in connection with the delay in delivery (for example, increased
costs for the purchase of raw materials, personnel, warehousing and freight). Explicitly included
in this are the costs associated with the interruption to production. In lieu of substantive
proof of damages sustained, FBF shall be entitled to claim 3% of the net order value for
the first week of the postponement or part thereof and 0.5% for each additional week as
flat-rate compensation. The buyer shall be entitled to demonstrate that FBF sustained either
lesser losses or none at all.
3.3 If delivery by FBF is rendered impossible by circumstances for which it is not responsible, FBF
shall be exempted from its obligation to supply, provided the purchaser is an entrepreneur.
Claims for damages by the purchaser against FBF shall be excluded.
3.4 If the purchaser falls into default of acceptance, FBF shall be entitled, but not obligated, to
withdraw from the contract after expiration of a specified period of grace of at least ten (10)
days and to claim damages on the grounds of non-fulfillment. The amount of such damages
shall be not less than 30% of the agreed net value of the order, unless FBF substantiates a
higher loss. The buyer shall be entitled to demonstrate that FBF sustained either lesser losses
or none at all.
3.5 FBF shall be entitled to make partial deliveries. Partial deliveries can be invoiced separately.
3.6 Delivery of linen and bed linen will be made free of charge provided the net value of the
goods exceeds €500. In the case of the box spring beds, slatted frames and mattresses
for an order of 30 pieces or more and for sofa beds for 15 pieces or more, delivery shall be
free of charge to the destination unloading area (without distribution to individual rooms).
Shipments to islands and destinations in mountainous terrain are excluded. In the case of deliveries
to foreign countries in the quantities cited above, delivery will be free to the German
border, duty unpaid. In cases not covered above, delivery shall be ex-works Neustadt a. d.
Aisch for the account of the purchaser. For a net value of goods less than €200, an additional
flat-rate packing charge of €9.95 will be levied.
4. Payment
4.1 The invoice amount is due and payable strictly net within 30 days after the date of issue
pursuant to §286 Section 3 of the German Civil Code (BGB). FBF grants 2% discount for
payments within ten (10) days of the invoice date. As a matter of principle, the date of receipt
of payment by FBF shall be decisive.
4.2 For deliveries to foreign countries, payment in advance is required.
4.3 In accordance with statutory provisions, default of payment shall occur without the need for
a special reminder. Accordingly, FBF shall be entitled to invoice interest charges for delayed
payments at a rate 9% above the current base rate unless it elects to substantiate higher
damages occasioned by the delay.
4.4 If, in accordance with the agreements made or as a result of statutory provisions, FBF is
committed to performance in advance or to contemporaneous performance, the following
shall apply: if the purchaser falls into default in respect of a payment due in the context of the
current business relationship or if circumstances become known to FBF which justify serious
doubt as to the solvency of the purchaser, then FBF shall be entitled, at its sole discretion, either
to demand payment in advance or to demand that outstanding claims on the part of FBF
be secured by means of a directly enforceable bank guarantee from a bank or savings bank
based in the European Union. If FBF demands payment in advance or a bank guarantee, the
payment shall be made or the guarantee shall be presented, as the case may be, within fourteen
(14) days from the date of the request by FBF. Until the payment or guarantee is received,
FBF shall be entitled to defer performance, irrespective of what delivery dates were agreed or
whether a complete delivery or a partial delivery is at issue. If the payment is not made or the
guarantee not presented, as the case may be, then FBF shall be entitled to withdraw from the
contract and to claim damages on the grounds of non-fulfillment. The amount of such damages
shall be 30% of the net value of the goods, unless FBF substantiates a higher loss. The
buyer shall be entitled to demonstrate that FBF sustained either lesser losses or none at all.
4.5 In the case of in-weave monograms, the rights of the purchaser to reject delivery or to demand
subsequent fulfillment in respect of deliveries deviating by up to 10% above or below
the agreed amount shall be excluded. In such cases, the amount actually delivered shall be
invoiced. 1 B quality goods occurring must, in the case of in-weave monograms, be accepted
with an appropriate price discount.
5. Guarantee
5.1 Goods delivered by FBF shall be thoroughly inspected immediately. It is imperative that damage
to the packaging be noted on the carrier’s waybill during receipt of the goods. If such
does not happen, then, in accordance with §438 of the German Commercial Code, the goods
shall be deemed to have been delivered in a state compliant with the contract. A detailed
complaint regarding immediately identifiable defects detected during the thorough inspection
shall be lodged with FBF within a limitation period of one (1) week beginning on the
delivery date. In the case of defects not immediately identifiable during thorough inspection,
the complaint shall be lodged within a period of one (1) week from the date of discovery. If a
complaint is not made within the limitation period, the goods shall be deemed to be accepted.
5.2 If FBF transfers the goods to a carrier commissioned by the buyer or delivers them to a third
person designated by the buyer, such persons/entities shall be deemed vicarious agents of
the buyer. The buyer commits to ensuring that such agents conform to the aforementioned
inspection and complaint requirements, as necessary. Liability for omissions during the performance
of the inspection or timely submission of a complaint rests with the buyer.
5.3 In the case of a valid complaint, the purchaser shall be entitled to remedy in accordance with
the statutory provisions. FBF shall be entitled, at its sole discretion, to determine whether
remedy is effected by way of repair or replacement. In accordance with §323 of the German
Civil Code, the appropriate period of grace in which FBF is allowed by the purchaser to effect
remedy shall be six (6) weeks.
5.4 Place of fulfillment for all rights related to guarantee shall be Neustadt an der Aisch.
5.5 FBF can refuse supplementary performance as being unreasonable when the cost of rectification
is disproportionate (§439 Section. 4 German Civil Code). Costs shall be deemed
disproportionate where the cost of performing the rectification exceeds the net value of the
defective goods.
5.6 Liability on the part of FBF for claims for consequential damages by the buyer are explicitly
excluded.
5.7 Sales shall be made exclusively to commercial customers. The guarantee period shall be one
(1) year.
5.8 Valid complaints shall not imply a right of retention in respect of the total purchase price but
rather only in respect of the value of the defective items.
5.9 Initiation by the purchaser of remedial measures for defects shall result in the loss of all
guarantee rights.
5.10 Custom-made items as well as items with individual embroidery, in-weave monograms and
printing are non-returnable.
6. Retention of title
6.1 FBF shall retain title to all goods delivered by it until all claims deriving from the business
relationship with the purchaser have been paid.
6.2 The customer is obligated to insure all FBF goods subject to retention of title against fire,
water, damage and theft. The purchaser shall assign to FBF his rights against the insurer. The
purchaser shall certify the assignment of the insurance, if requested to do so by FBF, and shall
make available to FBF all information necessary for it to pursue its claims against the insurer.
6.3 The purchaser may re-sell the goods in the normal course of business, provided that an
extended retention of title is instituted. The purchaser shall assign to FBF in full all claims
and subsidiary rights deriving from this further sale. Insofar as the realizable value of the
securities exceeds 110% of the claims to be secured, the purchase shall be entitled to release
of the amount in excess of 110%.
6.4 In the case of partial payment by the purchaser against the assigned claim, the claim assigned
to FBF shall be deemed to be the last claim paid.
6.5 The purchaser shall be entitled and obligated to collect the assigned receivables in the context
of a proper business transaction. In particular, he is obligated to pursue the recovery of
his claims either judicially or extrajudicially at his own expense. This entitlement to collect
shall become void in the event of default of payment vis-à-vis FBF. The purchaser shall then be
obligated to provide a description of the open claim and to provide all necessary assistance
during recovery of the claim.
6.6 Subject to the foregoing items 6.3 and 6.5, the buyer shall not be entitled to pledge the
goods or assign them as collateral.
6.7 If payment is not made by the due date, FBF is explicitly entitled to recover goods delivered
under retention of ownership at any time. The purchaser is obligated to hand over the goods
forthwith. Recovery of the goods shall not be deemed to constitute withdrawal from the
contract. The goods will be credited in the amount of the actual proceeds less the costs for
return transport, warehousing and other costs of disposal.
7. Miscellaneous
7.1 The laws of the Federal Republic of Germany shall apply for all orders. In the case of foreign
buyers, the unified international trading laws of 17-07-1973 as well as the UN Convention on
Contracts for the International Sale of Goods (CISG) of 11-04-1980 shall not apply.
7.2 In the case of contractual documents in different languages, the German version shall prevail.
7.3 Place of fulfillment shall be the registered offices of the seller.
7.4 Place of jurisdiction for all disputes in respect of the business relationship shall be the registered
offices of the seller, provided both parties are merchants in a legal sense. The same
shall apply in the case where the buyer does not have a place of general jurisdiction in the
Federal Republic of Germany.
7.5 In the event that individual provisions of these terms and conditions are or become wholly or
partially invalid, the applicability of the remaining provisions shall remain unaffected.
Fränkische Bettwarenfabrik GmbH
Josef-Kühnl-Weg 1-5
D-91413 Neustadt/Aisch, Germany
Tel.: +49 (0)9161-660-660
Fax: +49 (0)9161-660-88
Email: info@fbf-bedandmore.de
Directors: Frank Kalb
The Company is a limited liability Company with registered Offices in Neustadt/Aisch, Germany
Court of Registration: Fürth/Bavaria HR B 6675
Status: 12/2019