Terms and Conditions
of GREX Technologies GmbH
I. General, Applicability of the Terms and Conditions
1. All our supplies and provisions including recommendations, consultancy and other services are rendered solely on the basis of these General Terms and Conditions. They will also apply to all future business relationships even if not expressly agreed. The aforementioned Terms and Conditions are considered agreed when entering a contract with us. The Buyer’s terms and conditions will not apply irrespective of the Buyer claims.
2. If after the submission of a bid it becomes necessary to amend contractual obligations due to new or changed legal regulations or demands of the authorities or approving parties, the contract will be amended by considering the requirements of the contractual parties.
II. Bid, Industrial Property Rights and Copyright
1. An order is only accepted when it has been confirmed in writing.
2. Our quotations are non-binding. We reserve the right of prior sale of goods offered.
3. Any of our sales documentation like cost estimates, drafts, drawings, letters, sketches, diagrams, samples, data carriers, materials and the like (called ‘documents’ hereafter) shall remain our property even if the Buyer has partially reimbursed the cost. We reserve the rights to all titles, copyrights, patents and any other industrial property rights or equivalent rights. The documents may only be made accessible to third parties after our expressly written consent and have to be returned immediately upon request should the order not be awarded.
III. Scope of Deliveries
Our written order confirmation will be the legally binding basis of any scope of deliveries and our service obligations. Any side agreements and changes require our written consent.
IV. Payment and Pricing Terms and Conditions
1. Our prices are stated in Euros ex works excluding packaging, customs fees and applicable statuary VAT.
2. Unless stated otherwise in the written order confirmation our invoices will be due and payable net within 14 days of invoice date. The relevant date is the date payment was received in our business bank account. In case of payment arrears the statuary regulations will apply.
3. Cheques will only be accepted in case of prior agreement and will only be accepted in lieu of payment; bills of exchange will not be accepted. The Buyer will be wholly and solely responsible for any and all bank charges incurred. Invoices are considered settled when the full payment has been received.
4. The Buyer will not be entitled to withhold any payment or set off any payment against any counter-claims unless we have expressly accepted such claims or they have been confirmed legally.
V. Delivery and Shipment
1. All delivery deadlines determined by us are non-binding deadlines unless expressly otherwise agreed in writing.
2. Condition to our timely adherence of delivery deadlines is that all technical and commercial questions between the Buyer and us have been clarified and that the Buyer has met all his obligations including the supply of parts or documents or the payment of partial advances. Any non-adherence will delay delivery correspondingly. This will not apply if we are liable for the delay.
3. Our delivery obligations are subject to us having received the goods and correctly.
4. A delivery deadline will be considered fulfilled, if the corresponding goods and services have left our works before expiry of the deadline or the goods have been declared ready for shipment.
5. If the Buyer’s acceptance of our goods is delayed or he culpably breaches any obligation of cooperation then we shall be entitled to claim compensation for any damages incurred including any additional costs. This will not affect our right to claim further damage compensation. In such case the risk of accidental loss or damage of goods will be transferred to the Buyer should he default on acceptance or payment.
6. In case of unforeseen events that our outside of our influence like industrial action, lockouts, operational stoppages, authority instructions, delays in the delivery of materials required to manufacture the goods irrespective of whether such delays are caused by us or our suppliers we will not be liable, even if we have given our binding agreement to delivery dates and deadlines. We will be entitled to reasonably extend the delivery date. If any of the aforementioned hindrances should make a delivery of the goods and services impossible or unreasonable then we shall be released of our contractual delivery obligations. In case of withdrawal the Buyer will not be entitled to claim any damage compensation. We will also not be liable if any of the aforementioned circumstances arose while we were already delayed in fulfilling our contractual obligations. We will advise the Buyer as soon as possible of the start and end of such hindrances.
7. Should we be culpably delayed in fulfilling our contractual obligations and should this cause the Buyer any damage he will be entitled to demand compensation. The compensation for each full week of delay shall be 0.5% up to a maximum of 5% of the total value the corresponding part of the overall order that could not be used in time or as intended. Any additional claims for damages will be excluded. Our liability as per section IX of these conditions shall remain unaffected. If we are delayed in delivery the Buyer will be obliged to submit in writing a reasonably extended period of grace. If this period expires without the desired result Buyer will be entitled withdraw from the contract as stipulated by statuary regulations.
8. If shipment is delayed at the Buyer’s request then he will be charged for the storage cost starting one month after the shipment was ready to be sent. In case of storage in our works the amount charged will be a minimum of 0.5% of the invoiced order value per month. However, we will be entitled after having set a reasonable period of grace in writing and after its expiry without the desired result to dispose of the goods at our discretion and supply the Buyer within a reasonably extended delivery deadline.
VI. Shipment, Transfer of Risk
1. Delivery ex works Limburg is agreed unless specified otherwise in the order confirmation.
2. If shipment is delayed due to circumstances outwith our liability, the risk will be transferred to the Buyer from the day the shipment was reported ready for dispatch.
3. Part shipments are permissible if this does not negatively affect use.
VII. Reservation of Title
1. We reserve title of all goods supplied until all receivables due from the business relationship between Buyer and us and such receivables due at the time of concluding the contract have been paid (including receivables from follow-on orders, repeat orders and spare part orders).
2. If the Buyer is culpably in breach of contract , in particular in case of payment arrears, we will be entitled to take back the goods supplied after prior notice. Should we take back the supplied goods this will not imply withdrawal from the contract unless we expressly stated otherwise. We are entitled to use any goods as we see fit after we have taken them back. The proceeds of any sale will be set off against the Buyer’s debts after deduction of reasonable administrative costs. Any application for starting insolvency proceedings against the Buyer’s assets will entitle us to withdraw from the contract and demand immediate return of all goods supplied.
3. The Buyer may not hypothecate or pledge the goods supplied until they have been paid for in full. In case of attachments or any other action by a third party the Buyer has to inform us immediately in writing and has to hand over to us all documents required to counteract such proceedings. The Buyer will bear all cost of such intervention.
4. Handling and processing of the supplied goods by the Buyer will always be on our behalf and in our name. If the supplied goods are processed with goods not belonging to us we will gain a pro rata ownership of the end product up to the value of our goods. The same applies if the supplied goods have been inseparably processed with other goods for which we have no title.
5. If the security proffered exceeds our total receivables by more than 10% we will be obliged to release the aforementioned securities upon the Buyer’s request.
VIII. Claims Based On Defects
We will warrant material and legal defects of supplies excluding any additional claims subject to section IX as follows:
1. All parts are to be replaced or repaired free of charge at our discretion if a defect arose before the transfer of risk. We have to be informed immediately in writing about any defect. Replaced parts will become our property.
2. Upon mutual agreement the Buyer will have to grant us the necessary time and opportunity to undertake all the repairs and replacements we consider necessary, else we will be released from any liability regarding any consequential damage.
3. We will bear the immediate costs for repairs and/or replacement deliveries provided the claim was justified. We will also bear the corresponding disassembly and assembly costs if this can be demanded reasonably in the individual case. Any other exceeding costs will be borne by the Buyer.
4. Within the context of statuary regulations the Buyer is entitled to withdraw from the contract if considering statuary exceptional circumstances if within a reasonable grace period for the repair or replacement we did not satisfactorily remove the fault or such remedy was impossible or unreasonable for us to fulfil. If the defect is only minor, the Buyer will only be entitled to reduce the contractually agreed price. In any other case the right to undertake price reductions is excluded. If the Buyer chooses to receive damage compensation after a failed attempt to repair the supplied goods , the supplied goods shall remain with the Buyer if this reasonable. The damage compensation is limited to the difference between the buying price and the value of the defective goods. This does not apply if we violated the contract with fraudulent intent.
5. We will not accept any warranty liability in the following:
a) Damage due to the Buyer’s insufficient specifications regarding the operation, installation site, harmful environmental impact, characteristics and type of test goods.
b) Damage due to incorrect or negligent treatment; improper, inappropriate or excessive use, improper maintenance, improper assembly or commissioning by the Buyer or a third party, normal wear and tear and negative chemical, electrochemical, electrical or other environmental impact – unless we are liable for this.
6. If the Buyer or a third party have carried out inappropriate repairs we will not be liable for any consequential damage. This will also apply for any modification of the supplied goods without our prior consent.
7. The Buyer has to inspect all supplied goods upon receipt within the context of normal and proper business activities and has to inform us immediately in writing about any defects detected. Does the Buyer not adhere to this obligation the delivery will be assumed as being accepted. If a defect is detected at a later stage we have to be informed immediately in writing, else the shipment will be deemed as being accepted.
For damage other than to the goods supplied - irrespective of what legal reasons - we will only accept liability in cases of intent, gross negligence of the owner, organs or executives, culpable damage to life, limb or health, defects we have concealed fraudulently or the absence of which we guaranteed and defects subject to liability as per product liability law due to damage to persons or material damage to privately used goods. We will accept liability for culpable violation of any major contractual obligations if due to gross negligence by non-executive staff or in cases of simple negligence, however limited to typical contractual and normally predictable damage.
Section V 6 will apply in case of compensation due to delivery delays. Any other exceeding demands in particular lost profit and any other losses are excluded.
X. Limitation of Liability
All demands of the Buyer – irrespective of what legal reason – will be limited to 12 months. The statuary periods will apply for any damage compensation as per section IX.
1. The Buyer will be granted a non-exclusive and non-transferable right to use the software in-house and also all associated documentation. All other rights remain with us. The software is loaned only for the intended use on the goods supplied. The software may not be used on more than one system.
2. The Buyer must ensure that the software and documentation are not accessible to third parties except with our express prior written consent.
3. Apart from producing backup copies and the exceptions given in the German Copyright Act §69d paragraph 3 and §69e any copying, translation, processing or other modification of the software is subject to our prior written consent. The Buyer will be obliged not to remove or change any copyright markings and to also include them on legal copies made.
4. The usage rights granted to the Buyer do not include any further ownership and copyrights. The software copyright remains with us.
5. The Buyer will be liable for all damage that be incurred due to the omitted deletion and any use by third parties not compliant with contract or copyright law.
6. The contractual parties agree that according to the current state of software engineering it is impossible to develop software that will operate without any bugs irrespective of configuration or conditions and to detect all characteristics that may arise in specific cases.
7. We will not be liable for missing performance results of the sold software, for direct or indirect damages (e.g. lost profits, operation stoppages, production stoppages, lost savings) or for the loss or damage of data that may arise during the reinstatement of lost data.
8. We reserve the right to update the software after delivery to improve its performance without affecting any other software.
XII. Applicable Law, Final Provisions
The governing law will be German law excluding the UN Convention on the International Sale of Goods.
If the Buyer is a merchant, legal person in public law or a special public fund, the exclusive place of jurisdiction for all legal conflicts arising from this contract will be Limburg, Germany, The same applies if the Buyer does not have a general place of jurisdiction in Germany. However, we will also be entitled to undertake legal proceedings against the Buyer at his place of jurisdiction.
Should any provision of this contract between us and the Buyer including these General Terms and Conditions be or become null and void wholly or partially for whatever reason or the General Terms and Conditions be incomplete, this shall not affect the validity of the remaining regulations.