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T&C

§ 1 Validity, General Notes on Contract Agreemen t a ) The following General Terms and Conditions of Business in the version valid at the time of the order exclusively govern any business relationship and agreement between G.M.B. Trade & ServiceCompany Ltd. (hereafter „vendor“) and the purchaser. These General Terms and Conditions of Business will remain valid for all future contracts, quotations, orders, deliveries and services agreedbetween the two p arties.b) Any conditions placed by the purchaser which deviate from those given below even when they represent the purchaser’s Terms and Conditions of Business will not be accepted by the vendor,unless the vendor has confirmed the validity expressly in writing form. The vendor’s silence is not regarded as his acceptance or as a confirmation of the sam e c) Any secondary agreements pertaining to these General Terms and Conditions of Business, even when agreed by the vendor’s Customer Service representatives, require confirmation in writtenbefore to become effective. The written form requirements can only be dispensed with by written agreement . d ) Any quotations or list prices are non-binding until they are subject to contract confirmation via the vendor’s B2B Online Sales system . § 2 Credit Rating a ) Before a contract is agreed, a check will be made on the purchaser ’ s credit rating.b) If the above condition is not fulfilled when the contract is agreed or should it meanwhile have become invalid, the vendor may withdraw from the contract or demand immediate payment in full, even if a bill of exchange has already been handed over . c) A poor credit rating may be assumed if the purchaser, for example, fails to pay on time for previous deliveries, or if the vendor is advised accordingly by a bank or an information service, without o bligation to submit this information to the purchaser. § 3 Prices a ) The prices are understood ex-factory or warehouse, plus freight, packaging and, in the case of long-distance purchases within Germany, with the appropriate legal rate of value added tax. Any a dditional services provided by the vendor, such as erection, installation or consultations, are to be invoiced separately. If the purchaser infringes any conditions of the sales tax laws, especially with regard to the v.a.t. ID-number, the purchaser is obliged to compensate for any damages or tax disadvantages incurred by the vendorb) Agreed discounts or sales premiums will automatically become invalid if the purchaser fails to pay the invoice on which the discount or sales premium has been granted by the due settlement d ate . c) Should calculation errors occur in the quotation or contract confi r mation, the vendor entitled to correct the price at any time until the contract is ful fi lled, p rovided the errors were or should have been obvious to a discerning, diligent purchaser . § 4 Conditions of Payment, Tracking Overdue Payments, Return s a ) Should no contrary agreement have been made, advance payment is required for all deliveries. The invoice will be generated as soon as the order has been accepted. Foreign currency payments a re not permitted. Exceptions may be made in individual circumstances based on a written agreement. Cheques and Bills of Exchange will only be accepted subject to prior written agreement with - o ut guarantee of discount allowances after fulfilment. Costs for a Bill of Exchange or discounts will be charged separately to the purchaser and are to be paid immediately without any deductions.b) The full invoice sum will become due upon receipt of the invoice and is to be paid within two weeks of the invoice being submitted without any deductions made. Any discounts will only be permit - ted with prior written agreement. Any discounts will only be allowed if all previously due invoices to the purchaser have been paid. Any discount will only be allowed on the value of the goods with consideration of the freight costs . c) An agreement may be made with stock-holding clients that invoices will be paid upon delivery instead of advance payments being required. The vendor is entitled to render this agreement depen - d ent on the factoring agency confirmed the credit worthiness of the purchaser. The vendor does, however, reserve the right to demand full prepayment before delivering larger quantities of goods . d ) If the purchaser is tardy in his payments, the vendor is entitled to add charges for delayed payments at 8 % percent points above the published annual interest rates of the European Central Bank. If the vendor has suffered higher damages due to the delay in payment and can provide evidence of this, he is entitled to demand that the higher rate becomes valid. If one payment from the p urchaser becomes overdue, all other outstanding payment obligations within the business agreements will automatically become due, including those covered by Bills of Exchange. T his will remaineffective in the case of a dishonoured cheques or Bill of Exchange. If the purchaser experiences such payment difficulties, the vendor is entitled to demand cash payment or other forms of security a nd to return any cheques or bills of exchange submitted as payment. T he vendor is not obliged to carry out any further deliveries from current contracts before the complete amount of all due pay - m ents including interest on overdue sums has been received. f ) Reconciliation of due amounts with disputed or non-legal counterclaims is not permitted. The purchaser has no right to retain or hold back payments under such circumstances. Moreover the pu r - chaser relinquishes the right to retain amounts from previous or alternative business contracts resulting from the current business relationship. Therefore the purchaser is only permitted to maintainthe right to hold back payments if his counterclaim refers to the same contractual matter . g) Any errors in invoices impacting on the purchaser must be reported to the vendor in writing by the purchaser within 5 days after receipt of the invoices in question. The purchaser’s silence will be regarded as acceptance of validity of the invoice . h ) Returns of goods of materials will only be accepted with prior written agreement and submission of the delivery note. If a return of stock goods has been agreed, then 20 % of the sales price willbe deducted. If the goods are non-stock goods, 40 % of the sales price will be deducted. In both cases this is subject to the goods being delivered by purchaser to the vendor. If the vendor collectsthe goods, all freight costs incurred will be charged to the purchaser . i ) The vendor reserves the right to transfer his claims against the purchaser in full or in part to a third party or third parties, in particular to commission factoring enterprises or collection agencies to o btain the outstanding payments. The vendor is also entitled to transfer his rights regarding conditions of extended possession as required. § 5 Delivery Dates, Delivery Schedules, Delivery Difficulties a ) Any information given on delivery times is non-binding, unless the delivery date has been confirmed expressly in a binding and written form. The vendor will be considered to be tardy or in delay, i f h e exceeds the delivery date intentionally or by gross negligence by more than one month.b) In the case of delay or late delivery, the purchaser will be entitled to set a fair new delivery date in writing. Once this new deadline has passed fruitlessly, the purchaser may withdraw from the a greement. No claims for damage based on negligence may be made.c) Providing no other agreement exists, the goods will be delivered against advance payment from vendors factory in Bautzen to the delivery address provided by the purchase r . d ) If the vendor, through no fault of his own, is unable to supply the ordered goods, if the sub-suppliers for example have not fulfilled their contractual obligations, the vendor is entitled to withdraw f rom the agreement with the purchaser. In this cause, the purchaser will be informed immediately that the ordered good are not available . e) Inasmuch as a delivery to the purchaser is not possible, due to the fact that the local conditions at the agreed location of delivery do not allow the goods to be handed over, or if the p urchase r i s not present at the delivery address provided, although the time of delivery was advised to the purchaser with a fair notice period, the purchaser will bear the costs for the unsuccessful delivery att em pt. f ) Late delivery due to force majeure will not be charged to the vendo r . As „force majeure“ we understand shortage of machinery, goods, raw materials, war situations, import and export embargos, fi res, interruptions or blockades of transport routes, or labour disruptions, even though these may be taking place at sub-suppliers ’ facilities or factories .