General terms and conditions
GREMAC OHG, Fritz-Reuter-Str. 12, 26203 Wardenburg
General conditions of sale
Thank you for your order, which we place under the exclusive validity of the enclosed and on the Internet at www.gremac.de accept the terms of delivery and payment that can be viewed.
§ 1 Scope
1. These terms of sale apply exclusively to entrepreneurs, legal entities under public law or public law Special assets within the meaning of Section 310 Paragraph 1 of the German Civil Code. Conflicting terms or conditions deviating from our terms of sale we only recognize the customer if we expressly agree to their validity in writing.
2. These terms of sale also apply to all future transactions with the customer, insofar as legal transactions of a related nature are involved.
3. individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.
§ 2 Offer and conclusion of contract
If an order is to be regarded as an offer in accordance with § 145 BGB, we may accept it within two weeks.
§ 3 Documents handed over
We reserve the property rights and copyrights to all documents provided to the purchaser in connection with the placing of the order – also in electronic form – such as calculations, drawings, etc.. These documents may not be made accessible to third parties unless we give our express written consent to do so. If we do not accept the orderer’s offer within the period of § 2, these documents shall be returned to us without delay.
§ 4 Prices and payment
- Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus value added tax at the applicable rate. Costs of packaging will be invoiced separately.
- Payment of the purchase price must be made exclusively to the account specified on our documents. The deduction of a discount is only permissible with a special written agreement.
- Unless otherwise agreed, one third of the purchase price shall be paid at the time of the order and two thirds of the purchase price shall be paid when we have given notice that the goods are ready for delivery.
- Interest on arrears shall be charged at a rate of 8% above the respective base interest rate p.a. We reserve the right to claim higher damages for delay.
- Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in labor, material and distribution costs for deliveries made 3 months or more after the conclusion of the contract.
§ 5 Rights of retention
The Purchaser shall only be entitled to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.
§ 6 Delivery time
- The commencement of the delivery period stated by us shall be subject to the timely and proper fulfillment of the Purchaser’s obligations. The defense of non-performance of the contract remains reserved.
- If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased goods shall pass to the Purchaser at the point in time at which the Purchaser is in default of acceptance or debtor’s delay.
We shall not be responsible for delays in delivery and performance due to force majeure or due to other events over which we have no influence and which demonstrably have a considerable influence on the completion or delivery of the delivery item – these include in particular strikes, lockouts, official orders, material failure, non-availability or non-deliverability of goods, etc. – also at sub-suppliers, even in the case of bindingly agreed deadlines and dates and even within a delay. We shall inform the customer immediately of the beginning and end of such obstacles. In the event of hindrances of temporary duration, we shall be entitled to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up period. In the event of impossibility, we shall have the right to withdraw from the contract in whole or in part on account of the part not yet fulfilled. In this case, the customer will also be informed immediately about the unavailability of the service and any consideration already paid will be refunded without delay. The customer may request us to declare whether we will withdraw or deliver within a reasonable period of time.
Further legal claims and rights of the purchaser due to a delay in delivery remain unaffected.
§ 7 Transfer of risk in case of shipment
If the goods are shipped to the Purchaser at the Purchaser’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the Purchaser upon dispatch to the Purchaser, at the latest upon leaving the factory/warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.
§ 8 Retention of title
- We retain title to the delivered item until full payment of all claims arising from the delivery contract. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We shall be entitled to take back the object of sale if the customer acts in breach of contract.
- The customer is obliged to take out machine breakage insurance at his own expense, which also insures theft, fire and water damage, as well as other risks sufficiently at replacement value. If maintenance and inspection work has to be carried out, the customer must have this carried out in good time by the manufacturer H2Pro GmbH & Co.KG or by a company recognized by the manufacturer at its own expense. As long as ownership has not yet been transferred, the purchaser must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of a lawsuit in accordance with § 771 ZPO (German Code of Civil Procedure), the customer shall be liable for the loss incurred by us.
- The purchaser is entitled to resell the reserved goods in the normal course of business. The Purchaser hereby assigns to us the claims against the customer arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with us (including value added tax). This assignment shall apply regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected. However, we shall not collect the claim as long as the customer meets its payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have not been suspended. [Note: This clause is omitted if no extended retention of title is intended].
- The processing or transformation of the object of sale by the customer shall always be carried out in our name and on our behalf. In this case, the customer’s expectant right to the purchased item shall continue to exist in the transformed item. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the item of the purchaser is to be regarded as the main item, it shall be deemed agreed that the purchaser shall transfer co-ownership to us on a pro rata basis and shall keep the sole ownership or co-ownership thus created for us. To secure our claims against the purchaser, the purchaser also assigns to us such claims as accrue to him against a third party as a result of the connection of the reserved goods with a property; we accept this assignment already now.
- We undertake to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%.
§ 9 Warranty and notice of defects as well as recourse/manufacturer recourse
- Warranty rights of the Purchaser require that the Purchaser has duly complied with its obligations to inspect the goods and to give notice of defects pursuant to Section 377 of the German Commercial Code (HGB). The warranty period is 12 months, unless a different period is expressly agreed in the contract. Deviating from this, the warranty period for machines/vehicles with hour meters ends either after 1,000 operating hours have been reached or after 12 months have elapsed, whichever occurs first.
- Claims for defects shall become statute-barred after 12 months or after delivery of the goods supplied by us to our customer. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence as well as in the event of injury to life, limb and health which are based on an intentional or negligent breach of duty by the user. Our consent must be obtained before any goods are returned.
- If, despite all due care, the delivered goods show a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We shall always be given the opportunity to remedy the defect within a reasonable period of time. Claims under a right of recourse shall remain unaffected by the above provision without restriction.
- If the subsequent performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
- Claims for defects shall not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear, or in the case of damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not assumed under the contract. If the customer or third parties carry out improper repair work or modifications, there shall also be no claims for defects for these and the resulting consequences.
- Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, shall be excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a location other than the customer’s branch office, unless the transfer is in accordance with their intended use.
The Purchaser’s right of recourse against us shall exist only to the extent that the Purchaser has not entered into any agreements with its customer exceeding the statutory mandatory claims for defects. Furthermore, paragraph 6 shall apply mutatis mutandis to the scope of the Purchaser’s right of recourse against the Supplier.
§ 10 Miscellaneous
- This contract and all legal relationships between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
- The place of fulfilment and exclusive place of jurisdiction for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.
All agreements made between the Parties for the purpose of executing this Agreement are set forth in writing in this Agreement.
As of: May 2020