GTC

General Terms of Delivery and Payment of Greppmayr GmbH, 82061 Neuried

§ 1 Scope of Application

(1)  These Terms of Delivery and Payment apply exclusively to entrepreneurs, legal entities under public law, or special funds under public law within the meaning of
Section 310 (1) of the German Civil Code (BGB). We shall only acknowledge conflicting terms or terms of the customer that deviate from our Terms of Delivery and Payment if we expressly agree to their validity in writing.

(2)  These Terms of Delivery and Payment shall also apply to all future transactions with the customer, insofar as they are legal transactions of a related nature.

§ 2 Offer and Conclusion of Contract

Insofar as an order is to be regarded as an offer pursuant to Section 145 BGB, we may accept it within two weeks.

§ 3 Provided Documents

We reserve title and copyright to all documents provided to the customer in connection with the placement of the order, such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we give our express written consent to the customer. Insofar as we do not accept the customer's offer within the period specified in § 2, these documents must be returned to us immediately.

§ 4 Prices and Payment

(1)  Unless agreed otherwise in writing, our prices are ex works, exclusive of packaging and plus value added tax at the applicable rate. Packaging costs will be invoiced separately.

(2)  Payment of the purchase price must be made exclusively to our account no. DE90 7002 0270 0040 3434 40. The deduction of a cash discount is only permissible with a special written agreement.

(3)  Unless agreed otherwise, the purchase price must be paid within 10 days of invoicing. Default interest will be charged at a rate of 9 percentage points p.a. above the respective base interest rate. We reserve the right to assert higher damages caused by default.

(4)  Unless a fixed price agreement has been made, reasonable price changes due to altered wage, material, and distribution costs remain reserved for deliveries that take place 3 months or later after conclusion of the contract.

§ 5 Offsetting and Rights of Retention

The customer is only entitled to offset if their counterclaims have been legally established or are undisputed. The customer is only authorized to exercise a right of retention to the extent that their counterclaim is based on the same contractual relationship.

§ 6 Delivery Time

(1)  The commencement of the delivery time stated by us presupposes the timely and proper fulfillment of the customer's obligations. The defense of unperformed contract remains reserved.

(2)  If the customer is in default of acceptance or culpably breaches other duties of cooperation, we are entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims remain reserved. Provided that the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the point in time at which the customer fell into default of acceptance or debtor's default.

(3)  In the event of a delay in delivery not caused by us intentionally or through gross negligence, we are liable for each completed week of delay within the scope of a lump-sum compensation for delay amounting to 3% of the delivery value, but not more than a maximum of 15% of the delivery value.

(4)  Further statutory claims and rights of the customer due to a delay in delivery remain unaffected.

§ 7 Transfer of Risk upon Dispatch

If the goods are dispatched to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods passes to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs.

§ 8 Retention of Title

1. The goods remain the property of the seller until full payment of all claims arising from the business relationship, including ancillary claims, claims for damages, and the cashing of checks and bills of exchange.

2.  The retention of title also remains in force if individual claims of the seller are included in a current account and the balance is drawn and acknowledged.

3.  The customer is entitled to resell, further process, or install the reserved goods only in compliance with the following provisions and only on the condition that the claims pursuant to Section 5 are actually transferred to the seller:

4.  The customer's authority to sell reserved goods in the ordinary course of business ends upon revocation by the seller as a result of a sustained deterioration in the customer's financial situation, but at the latest upon their suspension of payments or upon the application for or opening of insolvency proceedings over their assets. Furthermore, the sale of reserved goods is excluded to such purchasers who have excluded or restricted the assignment of remuneration claims directed against them and have thereby thwarted the advance assignment.

5. The customer hereby assigns to the seller the claims with all ancillary rights arising from the resale of the reserved goods – including any balance claims. If the customer has sold the claim within the scope of true factoring, the seller's claim becomes due immediately and the customer assigns the claim against the factor replacing it to the seller and immediately forwards their sales proceeds to the seller. The seller accepts this assignment.

6.  The customer is authorized to collect the assigned claims as long as they meet their payment obligations. The collection authorization expires upon revocation, but at the latest upon default of payment
by the customer or in the event of a significant deterioration in the customer's financial circumstances. In this case, the seller may threaten the customer with the collection of claims by itself or by authorized third parties. After expiry of the deadline, the seller is authorized by the customer to inform the purchasers of the assignment and to collect the claims itself. The customer is obliged, upon request, to provide the seller with a precise list of the claims to which the customer is entitled, including the names and addresses of the purchasers, the amount of the individual claims, invoice date, etc., and to provide the seller with all information necessary for the assertion of the assigned claims and to permit the verification of this information.

7.  If the value of the securities existing for the seller exceeds all of its claims by more than 20%, the seller is obliged, upon request of the customer or a third party disadvantaged by the seller's over-collateralization, to release securities of its choice to this extent.

8.  Pledging or transfer of ownership by way of security of the reserved goods or the assigned claims is impermissible. The seller must be notified immediately of attachments, stating the pledgee.

9.  If the seller takes back the delivery item on the basis of the retention of title, this only constitutes a withdrawal from the contract if the seller expressly declares this. The seller may satisfy its claims from the repossessed reserved goods by private sale.

10.  The customer holds the reserved goods in custody for the seller free of charge. They must insure them against the usual risks, such as fire, theft, and water, to the customary extent. The customer hereby assigns to the seller their compensation claims arising from damage of the aforementioned type against insurance companies or other parties liable for compensation, up to the invoice value of the goods. The seller accepts the assignment.

11.  All claims as well as the rights arising from the retention of title in all special forms specified in these terms remain in force until complete release from contingent liabilities (e.g., liability on bills of exchange) that the seller entered into in the interest of the customer.

§ 9 Warranty and Notice of Defects as well as Recourse/Manufacturer Recourse

(1)  Warranty rights of the customer require that they have properly complied with their inspection and defect notification obligations owed under Section 377 of the German Commercial Code (HGB).

(2)  Claims for defects shall become time-barred within 12 months after delivery of the goods supplied by us to our customer. The above provisions do not apply insofar as the law mandatorily prescribes longer periods pursuant to Section 438 (1) No. 2 BGB (buildings and items for buildings), Section 445b (1) BGB (recourse claim), and Section 634a (1) BGB (construction defects). Prior to any return of the goods, our consent must be obtained.

(3)  If, despite all due care, the delivered goods have a defect that was already present at the time the risk was transferred, we shall, subject to timely notification of defects, either repair the goods or deliver replacement goods at our choice. We must always be given the opportunity to provide supplementary performance within a reasonable period. Recourse claims remain unaffected by the above regulation without restriction.

(4)  If supplementary performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.

(5)  Claims for defects do not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or deterioration, or for damages arising after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground, or due to special external influences not provided for in the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences either.

(6)  Claims of the customer for expenses necessary for the purpose of supplementary performance, in particular transport, travel, labor, and material costs, are excluded to the extent that the expenses increase because the goods delivered by us were subsequently moved to a location other than the customer's branch, unless the transfer corresponds to their intended use.

(7)  The customer's recourse claims against us exist only to the extent that the customer has not entered into any agreements with their buyer that go beyond the statutory mandatory claims for defects. Furthermore, paragraph 6 applies mutatis mutandis to the scope of the customer's recourse claim against the supplier.

§ 10 Miscellaneous

(1)  This contract and all legal relations between the parties are subject to the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2)  The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.

(3)  All agreements made between the parties for the purpose of executing this contract are set down in writing in this contract. This also applies to any waiver of the written form requirement.

(4)  Should individual provisions of this contract be or become invalid or contain a loophole, the remaining provisions shall remain unaffected thereby. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the economic purpose of the invalid provision or fills this loophole.

As of December 1, 2024