GENERAL TERMS AND CONDITIONS
General Terms and Conditions of Sale of GRAFE
The following General Terms and Conditions of Sale apply only to the commercial and public sector in accordance with §§ 305-310 BGB (German Civil Code) and, unless otherwise agreed, also apply to all future transactions with us. Our General Terms and Conditions of Sale apply only to companies within the meaning of § 310(1) BGB
1. Our offers are subject to change without notice and a contract is only concluded by our order confirmation or by fulfilment of the order.
2. Deviations from these Terms and Conditions of Sale require our express written acknowledgement. We do not acknowledge any terms and conditions of the buyer that conflict with or deviate from our General Terms and Conditions of Sale unless we have expressly agreed to their validity in writing. Our General Terms and Conditions of Salealso apply if we make deliveries to the buyer without reservation in the knowledge that the buyer’s terms and conditions conflict with or deviate from our terms and conditions of delivery and payment.
3. Should we generally reduce or increase our prices in the period between conclusion of contract and delivery, the price valid on the day of delivery shall be applied; if the price increases, the buyer is entitled to withdraw from the contract within 14 days of notification of the price increase.
4. Deviations from product specifications are permitted if they are insignificant or unavoidable despite all due care.
5. If, in the case of made-to-order production, the delivery quantity differs slightly from the order quantity due to the production process, the delivery quantity shall become the subject of the contract.
6. We give technical application advice to the best of our knowledge, based on our research work and experience. However, all data and information about the suitability and application of our goods is non-binding and does not release the buyer from completing their own checks and tests. The buyer is responsible for observing legal and official regulations when using our goods
7.1. Before ordering the article for the first time, the buyer must provide written approval of a sample
delivered in advance by the seller. If the article is ordered without this written
approval, this circumstance shall be deemed to constitute implied approval of the article with the present quality characteristics.
Such deliveries without prior approval are always and exclusively at the buyer’s own risk. In this respect, there is an exclusion
7.2. Complaints due to material defects, wrong deliveries and deviations in quantity shall be made, insofar as they can be determined by reasonable investigations, in writing immediately in the case of recognizable defects, but no later than 14 days after receipt of the goods.
7.3. In the case of justified complaints, we shall deliver missing quantities or exchange goods. If we are not able to exchange the goods or if the replacement delivery is defective, we shall take back the goods or grant a price reduction at the buyer’s discretion.
8. Claims for damages by the buyer based on slightly negligent breach of our contractual or statutory obligations are excluded, without prejudice to liability for personal injury under the Product Liability Act.
9.1. Our goods are delivered in standard packaging only.
9.2. The risk shall pass to the buyer as soon as the goods have been handed over to the transport company or have left our factory or warehouse. This shall also apply if we bear the transport costs. The buyer shall make complaints due to transport damage directly to the transport company within the special periods provided for this purpose. The conclusion of transport and other insurance policies shall be left to the buyer.
10. War, strikes, lockouts, shortage of raw materials and energy, traffic and unavoidable operational disruptions, acts of government – even if they make the execution of the affected business continuously uneconomical for the foreseeable future – and other instances of force majeure, including those affecting our suppliers, shall release us from the obligation to deliver for the duration of the disruption and to the extent of its effect. Such events shall entitle us to withdraw from the contract in whole or in part without the any right to compensation for the buyer.
11.1 Offsetting against counterclaims other than undisputed or legally established claims and the exercise of rights to refuse performance andrights ofretention against purchase priceclaims require our consent.
11.2 In case of justified doubts about the solvency of the buyer, especially in the event of payment arrears, we may demand advance payments or securities for further deliveries and revoke payment terms granted, subject to further claims.
12.1 We shall reserve title to the delivered goods as long as we are still entitled to claims under the current
business relationship with the buyer. We shall also reserve title to the delivered goods as long as we are still entitled to claims from the future business relationship with the buyer.
12.2 The buyer is entitled to dispose of the goods in our possessionin the ordinary course of business as long as it fulfils its obligations arising from the businessrelationship with us on time.
12.3 In the case of the processing of our goods by the buyer, we are considered the manufacturer and acquire ownership of the newly created goods. If processing takes place together with other materials, we shall acquire co-ownership in the ratio of the invoice value of our goods to the other materials. If, in the case of the combination or mixing of our goods with an item of the buyer, this is to be considered the main item, the co-ownership of the item shall be transferred to us in the ratio of the invoice value of our goods to the invoice value or – in the absence of such – to the marketvalue of the main item. In these cases, the buyer is considered the custodian.
12.4 In the event of default of payment by the purchaser, we are entitled to demand the temporary surrender of the goods to our ownership at the purchaser’s expense, even without exercising the right to withdraw from the contract and without setting a grace period.
12.5 All claims arising from the sale of goods for which we are entitled to ownership rights are hereby assigned to us by the purchaser as security to the extent of our ownership share of the sold goods.
12.6 At our request, the buyer shall provide us withallnecessaryinformation about the stock of goods in our ownership and the claims assigned to us in accordance with item 12.5, and shall inform its customers of the assignment.
12.7 If the value of the securities exceeds our claims by more than 25 per cent, we shall release securities of our choice at the request of the buyer
13. The place of performance for all obligations arising from the contract and the place of jurisdiction is Blankenhain.
As of: September 2007