The following terms of delivery and payment apply from 01/01/2014 and replace all previous conditions of August Graef GNU GmbH (hereinafter referred to as “GNU”).
All transactions are based on our general terms of delivery and payment. Existing special agreements with individual customers are not affected by this. All orders placed with us, regardless of any different terms and conditions of our clients, even if the order was based on these, will only be carried out under our following conditions. Counter-confirmations by the customer with reference to his business or purchasing conditions are hereby rejected. Agreements that differ from our terms and conditions are only effective if they are confirmed by us in writing. Oral repeal of this written clause is ineffective. Our conditions also apply to all future business.
Unless otherwise expressly stated, our offers are non-binding. The purchase contract is concluded or the order is accepted through our written order confirmation or through our actual execution of the delivery. Changes and side agreements must be made in writing. Cost estimates and offers are non-binding without an express declaration. If no price is agreed, cost under- and overruns of up to 10% are permitted without prior notification. The information, images and dimensions and weights given in brochures, catalogs or on the Internet are only binding insofar as they are expressly marked as binding. The same applies to information on suitability for use. In the case of descriptions or markings, we cannot issue any binding quality guarantees in the legal sense.
3 Prices & Delivery
Unless otherwise agreed, the prices valid on the day of delivery according to our respective price lists are deemed to have been agreed. Our price lists apply subject to price changes that have taken place in the meantime. Unless otherwise agreed at the time of delivery, we deliver from our Wuppertal plant. Our prices do not include the costs for loading, shipping, packaging and transport insurance. The statutory value added tax valid on the day of delivery and invoicing must also be added, provided that deliveries within the Federal Republic of Germany are involved. Delivery and service delays due to force majeure and due to events that make delivery unreasonable or impossible for us – this also includes subsequent strikes, lockouts, official orders, etc., even if they occur with our upstream or sub-suppliers – we are not permitted represented. We are entitled to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part that has not yet been fulfilled if fulfillment of the contract would be unreasonable for us. The risk is transferred to the customer at the latest when the delivery parts are loaded, even if partial deliveries are made or we have other services, e.g. B. have assumed shipping costs. Insofar as there is insurance for the delivery parts in our favor with the transport company, they will be assigned to the customer in the event of property damage. The same applies to any further liability of the transport company towards us as the sender.
4 Payment & Retention of Title
Unless otherwise specified in the order confirmation or the Special Contractual Terms (BVB), the net purchase price (without deduction) is due for payment immediately upon receipt of the invoice by the customer.
A discount deduction is only permitted if expressly agreed. If a cash discount has been agreed in individual cases, the right to a cash discount does not exist if another invoice has already been received with the customer’s default in payment. Payments are then initially offset against any interest receivable and the oldest arrears. Invoices for services or work and pure wage labor are not discountable.
Incoming partial payments or payments without a payment specification will first be offset against any interest claims and then against the oldest arrears.
Part deliveries are to be paid for separately in accordance with our terms of payment.
If the customer is in arrears with due payments or if we become aware of circumstances that give rise to justified doubts about the customer’s solvency or creditworthiness, we are entitled, irrespective of the previously agreed terms of payment, to request either a reasonable advance payment or a security deposit at our discretion.
If the net payment target is exceeded, we are entitled, without prejudice to our other statutory claims, to charge interest at 8% above the base rate of the ECB. In the event of default in payment, we have the right to charge interest of 8% above the respective base rate of the ECB, but at least 12%, from this point in time. Evidence of lower or higher damage caused by default is permissible.
Delivery items remain our property until all of our trade accounts receivable to which we are entitled against the customer now or in the future have been paid in full.
The customer may neither pledge nor assign as security the goods delivered before they have been paid for in full. When accessing
The customer must inform us immediately of any third parties, in particular in the event of seizure and confiscation. The third party must be informed immediately of our retention of title. If the customer acts in breach of contract, in particular in the event of default in payment, we are entitled to take back the goods after a reminder and the customer is obliged to surrender them. With suspension of payments, filing for or opening of bankruptcy, judicial or extrajudicial settlement proceedings as well as the return of checks or direct debits by the drawn bank, the customer’s right to process or resell the goods subject to retention of title expires.
GNU guarantees that the goods are free from defects in material and workmanship, which negate or significantly reduce the suitability of the goods in normal use. Our deliveries must be checked for correctness upon receipt. Short or wrong deliveries as well as any defects can only be objected to in writing within 7 days of receipt. Defects that are not obvious must be reported within 14 days. The warranty does not apply if a change has been made to the delivered goods by another party or if the buyer does not immediately comply with our request for return. To the exclusion of further claims, defective parts will be repaired, re-delivered or credited free of charge at our discretion. Any further liability, in particular for damage that did not occur to the delivered goods, is excluded.
Damage from production downtime, downtime costs, lost profit or contractual penalties promised to third parties that have arisen or have been forfeited due to the late delivery to the customer or his customer will only be reimbursed if a binding delivery date has been agreed and the customer has agreed in writing on the date who specifically pointed out imminent damage and costs if the deadline was missed.
GNU does not accept any liability for defects or damage caused by the following causes:
• Failed or incorrect cooperation
• improper or negligent use and treatment
• Failure to observe the operating instructions
• improper storage
• Incorrect assembly or incorrect commissioning by the customer or third parties
• Missing trial run
• natural wear and tear
• Missing or incorrect maintenance
• Use of unsuitable equipment
• unsuitable environmental conditions
• Use of unsuitable materials, influences of the material to be processed, chemical, electronic or electrical influences
• properties of the materials processed by the customer with the delivery item (foils, cardboard boxes, etc.) not known at the time of conclusion of the contract, provided the causes are not due to our fault.
6 Force majeure, force majeure
If GNU is prevented from delivering due to force majeure, the delivery date is automatically extended by the duration plus a reasonable start-up time. If an appointment is made, force majeure is equivalent to unforeseeable circumstances for which we are not responsible, which make delivery unreasonably difficult or temporarily impossible. Examples of this are labor disputes, official measures, unavoidable raw material or energy shortages, significant operational disruptions due to the destruction of the company as a whole or important departments or the failure of essential production facilities or essential parts of the workforce due to pandemics, further serious transport disruptions, etc., e.g. B. road blockades, labor disputes in the transport industry, general driving bans. This also applies if these circumstances occur with sub-suppliers. The specified circumstances also relieve GNU if they arise during an already existing delay. We will notify the customer of these circumstances as soon as possible. A notification can be omitted if the customer is already aware of the circumstances. If these circumstances last more than 3 months, we also have the right to withdraw from the contract.
If the production or delivery or our services are temporarily prevented or delayed for reasons for which we are not responsible, the delivery time (or performance time) is extended accordingly by the verifiable duration of the hindrance. When calculating the extension of the deadline, an appropriate start-up time for resumption of the service must be taken into account. Performance claims by the customer or claims in lieu of performance during the disability period are excluded.
7 Severability Clause
Should individual provisions of these conditions be wholly or partially ineffective or become wholly or partially ineffective, this does not affect the validity of all other provisions. Rather, the ineffective provision is to be replaced by a provision that comes closest to the meaning of the ineffective provision.
8 Place of performance and jurisdiction
The place of performance, also for the obligations of the buyer, and the place of jurisdiction is Wuppertal. German law applies to the exclusion of the UN Sales Convention (CISG).