Terms & Conditions 

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W. Müller & M.A. Bugl GbR, Fritz-Reuter-Str. 12, 26203 Wardenburg

General Terms of Sale

Thank you for placing an order with us subject exclusively to the attached terms and conditions of sale, which are available on the Internet at www.gremac.de

viewable delivery and payment terms.

§ 1 Scope

1. These Terms and Conditions of Sale shall apply exclusively to entrepreneurs, legal entities under public law or public law

special funds within the meaning of § 310 paragraph 1 BGB. Conflicting or from our terms of sale deviating conditions of the

Orderer shall only be recognized by us if we expressly agree to their validity in writing.

2. These Terms and Conditions of Sale shall also apply to all future transactions with the Customer, insofar as they are legal transactions of a related nature.

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. For the content of such agreements, subject to proof to the contrary, a written contract

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or our written confirmation shall prevail.

§ 2 Offer and conclusion of contract

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If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.

§ 3 Surrendered documents

In all documents handed over to the customer in connection with the placing of the order – also in electronic form – such as calculations,

drawings, etc., we reserve ownership rights and copyrights. These documents may not be made accessible to third parties unless we

give our express written consent to the customer to do so. Insofar as 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

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    1. Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus VAT at the applicable rate. Costs of packaging will be invoiced separately.
    2. Payment of the purchase price shall be made exclusively to the account stated on our documents. The deduction of cash discount is only permissible with a special written agreement.
    3. Unless otherwise agreed, one-third of the purchase price shall be paid upon order and two-thirds of the purchase price shall be paid upon readiness for delivery indicated by us.
    4. Interest on arrears shall be charged at a rate of 8% above the respective prime rate p.a.. The assertion of a higher damage caused by default remains reserved.
    5. If no fixed price agreement has been made, reasonable price changes due to changes in labor, material and distribution costs for deliveries made 3 months or later after the conclusion of the contract are reserved.

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§ 5 Rights of retention.

The customer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

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§ 6 Delivery time

  1. The commencement of the delivery period specified by us shall be subject to the timely and proper fulfillment of the customer’s obligations. The defense of non-performance of the contract remains reserved.
  2. If the orderer 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 object of sale shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor’s delay.
  3. 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 significant 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. – including those of upstream 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 by 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 of the unavailability of the service and any consideration already paid will be refunded without delay. The customer can demand a statement from us as to whether we will withdraw from the contract or deliver within a reasonable period of time.

Further legal claims and rights of the customer due to a delay in delivery remain unaffected.

§ 7 Transfer of risk in case of shipment

If the goods are shipped to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.

§ 8 Retention of title

    1. 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 orderer acts in breach of contract.
    2. The orderer 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 must be carried out, the orderer must have this carried out in good time at its own expense by the manufacturer H2Pro GmbH & Co.KG or by a company recognized by the manufacturer. As long as the ownership has not yet been transferred, the orderer 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 judicial and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the Buyer shall be liable for the loss incurred by us.
    3. The orderer is entitled to resell the reserved goods in the normal course of business. The Buyer 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 irrespective of whether the purchased goods have been resold without or after processing. The customer shall remain 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 his 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 shall not apply if no extended retention of title is intended.]
    4. 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 expectant right of the customer to the object of sale shall continue in the transformed object. 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 shall apply in the event of mixing. If the mixing takes place in such a way that the item of the customer is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to us on a pro rata basis and shall keep the sole ownership or co-ownership thus created in safe custody for us. In order to secure our claims against the purchaser, the purchaser shall also assign to us such claims as may accrue to him through the combination of the goods subject to retention of title with a property.
    5. 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 and recourse/manufacturer recourse

    1. Warranty rights of the Purchaser require that the Purchaser has duly complied with its inspection and notification obligations owed under Section 377 of the German Commercial Code (HGB). The warranty period shall be 12 months unless a different period is expressly agreed in the contract. Deviating from this, the warranty period for machines/vehicles with hour meters shall end either after reaching 1,000 operating hours or after the expiry of 12 months, depending on which case occurs first.
    2. Claims for defects shall become statute-barred in 12 months or after the goods delivered by us have been delivered to our customer. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence and in the event of injury to life, limb and health based on an intentional or negligent breach of duty by the user. Prior to any return of the goods, our consent must be obtained.
    3. 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 supply 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.
    4. If the subsequent performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
    5. Deficiency claims shall 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 wear and tear as well as in the case of damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not assumed under the contract. If improper repair work or modifications are carried out by the Purchaser or third parties, there shall also be no claims for defects for these and the consequences arising therefrom.
    6. Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are 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

  1. This contract and the entire legal relationship between the parties shall be governed by 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 and for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation.

All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.

Status: May 2020