GENERAL TERMS AND CONDITIONS OF ERICH GRAU GMBH

1. Any sale is effected exclusively under the conditions set forth below. Unless otherwise agreed in writing, any deviating purchasing conditions of orderer shall be null and void. That shall apply beginning with the placement of the first order and will continue to apply over the entire term of the business relationship. Our terms and conditions will be deemed to be accepted upon acceptance of or payment for the delivery. 
2.  A contract shall only be deemed to be concluded when we have confirmed the order. Purchase orders, oral representations and additional agreements will only be binding for us when we have confirmed them in writing. Until such time, our offer shall always be subject to change without notice.

1. Delivery dates specified by us are always non-binding. 
2. The delivery period commences on the date on which we confirm the order, however only after clarification of all details relating to the order. In the event of non-delivery by our suppliers or in case of business disruptions or disturbances in delivery caused by events of force majeure, we shall be entitled to prolong the delivery period for the duration of such impairment or to withdraw from the contract. In case of a prolongation, we shall also be granted a starting period of approx. two weeks. The delivery period shall be deemed to be fulfilled when the goods are made available in good time and upon timely notification of their readiness for dispatch. 
3. In case of any delay in delivery, we shall be granted a grace period of at least four weeks. The period shall start upon receipt of a notification sent by registered letter. Upon unsuccessful expiry of the grace period, buyer may withdraw from the contract. Any claim for damages or compensation for delay due to delayed delivery shall be excluded. 
4. The information on type, quantity, price, weights and measures set out in our order confirmation shall be decisive. Deviations in the total number of pieces are permitted in series production, unless they exceed or fall short of the ordered pieces by 10 %. The price of the goods will be calculated on the basis of the actual weights and measures. Objections must be asserted within three days, any associated deficiency will no longer be accepted after such period of time.
5. We reserve the exclusive, prolonged and expanded title in any and all goods delivered by us until all payments have been made, even if customer has already made payment for certain shipments. If the goods are resold or further processed in the normal course of business, the claims arising toward any third party shall be deemed to be implicitly assigned to us in the amount of our credit. Customer shall immediately inform us of any impairment of our rights by third parties. If buyer processes the goods subject to retention of title with other goods, we shall acquire co-title to the new object proportional to the value of our goods which have been processed. Buyer shall not be entitled to pledge or assign as security our goods that are subject to retention of title. In case of payment by cheque or bill of exchange, the retention of title shall apply until such have been cashed.

1. We will specify the packaging and the transport route according to their appropriateness.
2. The risk shall be transferred to buyer as soon as the goods leave our plant. Buyer shall bear the costs and risks for the transfer of payment. Delivery and shipment are made exclusively ex works.

1. Cost of packaging will be calculated at cost price. If the packaging is returned free of charge and if it is in an impeccable condition, we will credit to customer 2/3 of the charged value. One-way packaging will not be taken back. 
2. Our prices are quoted in EURO and apply to deliveries ex works. Packaging, toll charges, transport costs and transport insurance costs, if any, will always be for the account of the orderer. The prices prevailing on the date of shipment shall apply. We shall be entitled to adequately increase our prices between the date of order confirmation and delivery, if changes in our calculation factors arise in such period, such as, inter alia, changes of raw material and auxiliary material prices, wages, salaries, transport costs and public charges. In case of purchase of small quantities, we will charge minimum quantity surcharges to cover higher processing costs.
3. Payment shall be made within 30 days net. If the payment period is exceeded, we shall be entitled to charge default interest at a rate customary in banking, even without prior notification. In case of payment by cheque or bill of exchange, the payment shall only be deemed to be made on the date on which the counter value is available to us. Any discounting and bank charges associated therewith shall be borne by buyer. Bills of exchange will only be accepted on special agreement. Our representatives are not entitled to accept payments.
4. In the event of non-compliance with the payment terms or if circumstances arise which impair the creditworthiness of buyer, all of our claims will fall due immediately after receipt of the reminder. We are also entitled to make all still outstanding deliveries only against payment in advance, and to withdraw from the contract beginning with a grace period of approx. two weeks or to assert claims for damages due to non-performance. We shall also be entitled to take the goods in our power of disposal. Buyer shall be prohibited from selling goods that have already been delivered.

1. The goods shall be inspected immediately after receipt. Notices of defects shall always be sent in writing, directly to our plant within 10 days after receipt of the goods. If defects arise which cannot be discovered immediately, despite careful inspection, a notice of defect shall be sent immediately after their discovery, however after three months at the latest, warranty claims received at a later time can no longer be asserted. The goods that are subject to a complaint must neither be processed, nor further used nor returned, unless we have given our consent.
2. In case of demonstrably justified complaints attributable to material and manufacturing faults which customer has asserted in good time, we may, at our choice either
   1. eliminate the error within the time required for that purpose;
   2. provide a replacement, free of charge, in form of delivery of defect-free goods; or
   3. provide customer with a credit in the amount of the value charged.
3. Our warranty for the processed material shall be limited exclusively to DIN values and DIN standards of the primary material which has been used. We shall neither be liable for any reductions in performance and quality of the material caused by processing, nor for indirect damage or consequential damage arising from a further processing of our material. Defective goods may only be repaired in our plant or with our consent. Any parts that have been replaced by exchange shall become our property.

1. Customer-specific tools and appliances that we produce or procure for a customer’s order remain exclusively in our property and will be stored by us with due care, even if buyer has borne the costs, in full or in part. The same shall apply to replacement tools and replacement appliances. Cutting tools or appliances whose costs of production were borne by customer, will only be used by us for deliveries to such customer. We shall, however, only be bound by this condition for as long as customer fulfils their obligations toward us. Other exceptions require a special mutual agreement. Two years after the last delivery to the customer, we shall be exempted from this exclusive delivery obligation and may use the tools and appliances at our own discretion. We will not accept any liability in case of their loss. We shall also not be obliged to take out an additional insurance. Claims arising from subsequent damage cannot be asserted.
2. In the event of non-compliance with the purchase obligation (= agreed number of pieces in a defined time), we shall be entitled to invoice the difference between the total amount required for amortisation of the tools and the actual amount of amortisation of the purchased quantity, including any capital costs.
3. Drafts and drawings prepared by us shall be our property and must not be disclosed to any third parties, unless we have given our written consent.

• Place of fulfilment for deliveries shall be Vaihingen (Enz).
• Place of fulfilment for payments shall be Sersheim.
• Place of jurisdiction shall be Vaihingen (Enz), we are, however, entitled to sue before the court competent at buyer’s place of jurisdiction.

If individual provisions of these General Terms and Conditions are ineffective or null and void, the remaining provisions shall continue to be in full force and effect.