Terms and Conditions
Delivery and payment conditions of Jul. Greiner-Adam GmbH
1.1 The following conditions apply to all contracts between Jul. Greiner-Adam GmbH and its contractual partners , insofar as they are entrepreneurs in the sense of § 14 BGB .
1.2 Oral additional agreements and subsequent amendments to the contract shall be effective only if they are confirmed in writing by Jul. Greiner-Adam GmbH.
1.3 Terms and conditions of the contractual partner shall only apply if the Jul. Greiner-Adam GmbH has approved them separately in writing.
2. Order acceptance
2.1 An order shall be deemed accepted if confirmed in writing by Jul. Greiner-Adam GmbH or if inferred from actions, in particular this applies to already executed. Placed orders are irrevocable.
2.2 The documents, dimension and weight specifications, images and descriptions contained in the printed materials, brochures and on the website of Jul. Greiner-Adam GmbH are only approximations. There is no obligation to inform the contractual partner of any changes.
2.3 Jul. Greiner-Adam GmbH reserves the ownership and copyright to all images, drawings, sketches and other documents. They may not be made available to third parties without their consent and shall be returned immediately upon request.
2.4 The contractual partner accepts full responsibility for the documents to be supplied by him, such as drawings, templates, samples, etc. Samples are delivered against payment or special conditions.
2.5 Call orders will be delivered on demand of the contractual partner. The deadline for acceptance may not exceed 12 months from the day the order is placed. Quotas that are not called by the end of the said period will be charged to the buyer at this point in time.
3. Delivery time
3.1 All deadlines for deliveries and services are only approximate and not binding, unless they are expressly agreed as such in writing. The delivery time is calculated from the date of order confirmation. The delivery date specified in the confirmation shall be deemed as the estimated shipping date. Compliance with the delivery date requires the fulfillment of the contractual obligations of the contractual partner, in particular the agreed payment and the timely receipt of all documents to be provided by the contractual partner.
3.2 Unforeseen obstacles - regardless of whether they occur at Jul. Greiner-Adam GmbH itself or their suppliers - absolve Jul. Greiner-Adam GmbH from adhering to the deadlines agreed upon, as far as these obstacles influence the completion or delivery of the delivery item. In such cases, the delivery time will be extended accordingly.
3.3 Jul. Greiner-Adam GmbH is not to be made accountable for the said circumstances, even if they occur during an already existing delay in delivery. A claim to compensation by the contractual partner for delivery past this date does not exist.
3.4 Partial deliveries are permitted at the expense of the contractual partner.
4.1 Shipping takes place at the risk of the contractual partner.
4.2 The risk shall pass to the contractual partner, when the consignment has left the factory or warehouse of Jul. Greiner-Adam GmbH. The choice of shipping mode and the freight forwarder or carrier are left to Jul. Greiner-Adam GmbH. If the shipment is delayed through any fault of the contractual partner, the risk is transferred to the contractual partner already on the date shipment can take place. If the contractual partner does not take out insurance against transport damage, insurance can be completed at the expense of the contractual partner of Jul. Greiner-Adam GmbH. However, a compulsory insurance by Jul. Greiner-Adam GmbH does not exist.
4.3 Goods that are lost or damaged throughout transport will be replaced by Jul. Greiner-Adam GmbH only on the basis of a new order charged at the respective current prices. Deviations from the dispatch note or invoice must be reported immediately upon receipt of the goods.
5.1 Prices are subject to change, i.e. those prices will be charged which are valid at the time of delivery. All prices are ex works or warehouse of Julius Greiner-Adam GmbH. The transport costs ex works or warehouse are generally charged separately.
5.2 Additional costs for express shipments shall also be borne by the contractual partner.
6. Terms of payment
6.1 Invoices are issued on the day of delivery. Payments are to be made in EURO.
6.2 Unless otherwise agreed in writing, the amount stated in the invoice is due immediately after invoicing without deduction. Without reminder, the contractual partner is also in default when the amount requested in the invoice has not been fully credited to the account of Jul. Greiner-Adam GmbH when due. If payment is delayed, 8% interest rate above the base interest rate incur. When a delay in payment occurs, Jul. Greiner-Adam GmbH is entitled to refuse the further implementation of the contract or of new contracts without making itself liable for damages.
6.3 In the event that the demand has to be handed to a debt collection company after the final reminder, the contractual partner shall bear all fees charged by the collection agency.
6.4 A deterioration in the solvency of the contractual partner or non-compliance with the agreed payment entitle Jul. Greiner-Adam GmbH to calculate the delivery of goods against cash in advance or to assert a right of retention.
6.5 The contractual partner may only charge against claims of the Jul. Greiner-Adam GmbH or assert a right of retention if the counterclaim is undisputed or legally binding.
7. Retention of title
7.1 All goods are supplied subject to prolonged and extended reservation of ownership. They remain the property of Jul. Greiner-Adam GmbH until full payment of all claims occurs, also of future claims arising from the business relationship with the contractual partner.
7.2 The contractual partner is required to treat the goods with care and to insure them to the usual extent against the common risks, e.g. fire, theft, water as long as the property has not yet passed to him. As long as the property has not yet passed, the contractual partner has to inform Jul. Greiner-Adam GmbH immediately in writing if the delivered item has been impounded or exposed to any other interventions by third parties. If the third party is not in a position to compensate Jul. Greiner -Adam GmbH for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, our contractual partner shall be liable for any loss incurred by us.
7.3 The contractual partner is entitled to resell the goods in the ordinary course of business. From this point of time our contractual partner conveys the claims of the buyer from the resale of the reserved goods already now to Jul. Greiner-Adam GmbH in the amount of the agreed invoice amount (including VAT). Jul. Greiner-Adam GmbH accepts the conveyance from this point of time. This conveyance applies regardless of whether the goods have been resold without or after processing. The contractual partner shall remain entitled to collect the debt claim after conveyance. The right of Jul. Greiner-Adam GmbH to collect the receivables itself remains unaffected.
Jul. Greiner-Adam GmbH will not collect the claim, however, as long as the contractual partner meets his payment obligations from the collected proceeds, does not get into default of payment and as long as no application for opening of insolvency proceedings is made, or payments have been stopped.
7.4 Until full payment of the purchasing price, the treatment and processing or transformation of the goods by the contractual partner always occurs in the name and on behalf of Jul. Greiner-Adam GmbH, without causing any obligation to Jul. Greiner-Adam GmbH. In this case, the contractual partner’s expectant right to the goods or to the transformed object continues. If the purchased goods are processed with other objects owned by a third party, Jul. Greiner-Adam GmbH acquires joint ownership of the new item in proportion to the objective value of the goods supplied by themselves to the other processed items at the time of processing. This also applies to the case of mixing. If the mixing is done in such a way that the matter of the contractual partner is considered to be major part, it shall be deemed that the contractual partner transfers co-ownership of the new item to Jul. Greiner-Adam GmbH on a pro-rata basis and safeguards the item to which they are jointly entitled for Jul. Greiner-Adam GmbH. In order to safeguard the claims of Jul. Greiner-Adam GmbH against the contractual partner, the contractual partner shall also relinquish such claims to the Jul. Greiner-Adam GmbH which are accrued from the connection of the retained goods with real estate against a third party . Jul. Greiner-Adam GmbH accepts this conveyance immediately.
7.5 Mortgage and transfer by way of security of the delivery items are not permitted. In the case of attachment by third parties, Jul. Greiner-Adam GmbH must be notified without delay. In case of default of payment or payment difficulties of the contractual partner, Jul. Greiner-Adam GmbH is entitled to demand the immediate return of the delivery goods.
8.1 Warranty claims are subject to a limitation period of 12 months after delivery of the goods to the contractual partner.
8.2 Regarding defective goods, Jul. Greiner-Adam GmbH has the choice to either rectify or replace the goods. In case of justified complaints the contractual partner is required to actively participate and to minimize costs.
8.3 Claims for defects do not exist in regard to natural wear and tear of the goods and for damage or weathering that arise after transfer of risk due to the material properties or the type of use, faulty or negligent handling, excessive strain, unsuitable equipment, chemical, electrochemical or electrical influences, other natural influences. If improper repair works or modifications of the product are made by the contractual partner or a third party, there will be no warranty claims for these and the consequences resulting therefrom.
8.4 After commenced processing of the goods supplied, any claim of defects is excluded.
8.5 In the event of deliveries of seconds, rest lots and special items, defects are also excluded.
8.6 Warranty claims of the contractual partner assume that his inspection and complaint obligations according to § 377 HGB were properly fulfilled. The complaint under § 377 must be in writing to us.
8.7 Complaints do not entitle the holder to withhold payment.
8.8 Regarding parts from a third party used by the manufacturer warranty terms of the first supplier apply.
9.1 Jul. Greiner-Adam GmbH is liable according to the applicable legal regulations, unless a different arrangement has been agreed upon.
9.2 In the event of slight negligence of employees, staff, legal representatives or vicarious agents, Jul. Greiner-Adam GmbH is only liable if an essential contractual obligation is breached. Material contractual obligations are those that make the proper execution of the contract possible in the first place and on whose adherance the contractual partner could rely on. This liability is limited to typical contractual and foreseeable damages.
9.3 Liability for breach of contractual or non-contractual obligations by employees, staff, legal representatives or vicarious agents of Jul. Greiner-Adam GmbH resulting in loss of life , health , bodily damage shall not be affected by clause 10.2 and will be held fully. This also applies to mandatory liability under the Product Liability Law, if a defect was fraudulently concealed or a guarantee for the quality of the goods was accepted.
10. Place of performance and jurisdiction
10.1 These Terms and Conditions and all legal relationships between the parties are subject to the laws of the Federal Republic of Germany under exclusion of the UN Sales Convention (CISG).
10.2 For all contracts, the place of fulfillment is Bayreuth. The exclusive venue for any dispute between the parties is Bayreuth.
10.3 Changes and amendments of all contracts between the parties have to be made in writing.
10.4 If any individual clauses of these Terms and Conditions were to be or become invalid, the remaining provisions shall remain unaffected. The parties oblige themselves to replace the invalid provision by a legally valid provision that comes as close as possible to the economic purpose of the invalid provision.