GENERAL TERMS AND CONDITIONS
GENERAL SALES AND DELIVERY CONDITIONS OF GRASDORF GMBH
I. General information
The following General Terms and Conditions form the basis of all delivery and service contracts of Grasdorf GmbH. Deviating general terms and conditions of the contractual partner shall not become part of the contract even upon acceptance of the order. The General Terms and Conditions do not apply to contractual relationships with consumers within the meaning of § 13 BGB (German Civil Code).
Grasdorf GmbH reserves the property rights and copyrights to samples, cost estimates, drawings and the like as well as information of a physical and non-physical nature - also in electronic form.
These documents may not be made accessible to third parties without the consent of Grasdorf. Grasdorf GmbH undertakes to make information and documents designated as confidential by the contractual partner accessible to third parties only with the consent of the contractual partner.
Deviating agreements must be made in writing.
To the extent that individual provisions of these GTC violate mandatory law, the remaining provisions shall remain unaffected thereby. The invalid provision shall then be replaced by the statutory provision.
II. conclusion of contract
Unless otherwise agreed, a contract is concluded with the written order confirmation of Grasdorf GmbH.
The same shall apply to other agreements material to the contract.
III. price and payment
Prices are always ex works including loading at the works, plus value added tax at the applicable statutory rate, but excluding packaging and unloading.
Payments are to be made to the account of Grasdorf GmbH without any deduction as follows: 1/3 down payment after receipt of the order confirmation, 1/3 after notification to the customer that the delivery is ready for dispatch, the remaining amount within one month after transfer of risk.
The customer may only withhold payments due to alleged counterclaims or declare the set-off if his counterclaims are undisputed or have been legally established.
IV. Delivery time, delay in delivery
Compliance with the agreed delivery time by Grasdorf GmbH presupposes that all commercial and technical questions between the contracting parties have been clarified and that the customer has fulfilled all obligations incumbent upon him, such as the provision of the necessary official certificates or approvals as well as the payment of the down payment. If these conditions are not met, the delivery period shall be extended accordingly. This shall not apply if Grasdorf GmbH is responsible for the delay.
Compliance with the delivery period shall be subject to correct and punctual delivery to Grasdorf GmbH itself. Grasdorf GmbH will inform the customer immediately of any delays that become apparent in this respect.
The delivery period shall be deemed to have been observed if the customer has been notified that the goods are ready for dispatch or if the delivery item has left Grasdorf GmbH's works by the end of the delivery period. Insofar as acceptance is to take place, the notification of readiness for acceptance shall be decisive, at the latest acceptance, except in the case of justified refusal of acceptance.
If dispatch or acceptance of the delivery item is delayed for reasons for which the customer is responsible, the customer shall be obliged to reimburse Grasdorf GmbH for the costs incurred as a result. Grasdorf GmbH shall instead be entitled to demand a lump-sum interest on the purchase price in the amount of 5% above the base rate for the duration of the delay in delivery for which the customer is responsible.
Non-compliance with the delivery time due to force majeure, industrial disputes or other events beyond the control of Grasdorf GmbH shall extend the delivery time accordingly. Grasdorf GmbH shall inform the customer immediately of the beginning and end of such circumstances.
The customer can withdraw from the contract without setting a deadline if Grasdorf GmbH is unable to perform the entire service before the transfer of risk. If only part of the delivery becomes impossible, the customer shall be entitled to withdraw from the contract if he has no justified interest in rejecting the remaining part delivery. Otherwise the contract shall be limited to the remaining partial delivery and the contract price attributable thereto. The same shall apply in the event of Grasdorf GmbH's inability to perform. Otherwise, the statutory provisions shall apply.
V. Delivery, Acceptance and Transfer of Risk, Transport Insurance
Partial deliveries shall be permissible insofar as they are reasonable for the customer.
If acceptance has been agreed, this must be carried out immediately after notification of readiness for acceptance. Acceptance may only be refused if there is a substantial reason to do so.
The risk shall pass to the customer upon acceptance, but at the latest when the object of the contract has left the factory. The same applies to partial deliveries.
If dispatch or acceptance of the delivery is delayed or omitted due to circumstances for which Grasdorf GmbH is not responsible, the risk shall pass to the Customer on the day of notification of readiness for dispatch or acceptance.
Grasdorf GmbH will take out transport insurance for the customer if the latter demands it.
VI. securities (retention of title and advance assignment clause)
The delivered goods remain the property of Grasdorf GmbH until full payment has been made.
If the customer is more than one month in arrears with the payment of the claim, Grasdorf GmbH shall be entitled to retrieve the delivery item. A right of retention cannot be set against the claim to surrender. The customer expressly acknowledges that all actions of Grasdorf GmbH aimed at obtaining direct possession of the object of purchase do not constitute an infringement of the right of domicile or a prohibited power of attorney.
The taking back of the delivery item does not lead to the dissolution of the contract. However, Grasdorf GmbH is entitled, after taking back a delivery item, to sell it elsewhere in the best possible way and to credit the purchase price to the customer.
The costs incurred by securing or otherwise using the goods shall be borne by the customer.
The customer may neither pledge the goods delivered by Grasdorf GmbH nor assign them by way of security or otherwise encumber them by way of security prior to the transfer of ownership. Grasdorf GmbH must be informed immediately in writing if a third party enforces execution against the object of purchase before transfer of ownership to the customer.
The customer is entitled to resell the delivery item to his own customers within the framework of his normal business operations. In this case, the customer hereby assigns to Grasdorf GmbH the claims against his buyer arising from the corresponding purchase contract up to the amount of the purchase price owed to Grasdorf GmbH. Insofar as the customer's buyer makes payments on the subject matter of the contract, these must be transferred to Grasdorf GmbH without delay.
In the event of justified notices of defects, Grasdorf GmbH shall, at its discretion, provide subsequent performance, subsequent delivery or remedy of the defect. In the case of a new delivery, the customer must provide a replacement delivery, if necessary, by the time of delivery.
Grasdorf GmbH with the advantage of use.
The customer is entitled to withdraw from the contract or to exercise a right of reduction if the first rectification of defects fails and no subsequent performance is provided.
The warranty period for retreaded goods is 1 year.
For the rest, the statutory provisions shall apply.
Grasdorf GmbH shall only be liable for breaches of contractual obligations and the resulting damages in the event of intent or gross negligence. This does not apply to damages in the event of injury to life or physical integrity.
All claims of the customer arising from the delivery of used goods shall expire in 12 months, from the delivery of new goods in 24 months - on whatever legal grounds -. This shall not apply to claims for damages pursuant to Section VIII, to which the statutory periods shall apply.
X. Applicable law, place of jurisdiction, other agreements
All legal relationships between Grasdorf GmbH and the customer shall be governed exclusively by the laws of the Federal Republic of Germany.
The place of jurisdiction shall be the court responsible for the registered office of Grasdorf GmbH. Grasdorf GmbH is, however, entitled to take legal action at the customer's headquarters.