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General Terms & Conditions

1. Contract Formation

a. We solely enter into supply contracts on the subsequent terms, even if we do not specifically refer to them in the future in the case of an ongoing business relationship.

b. Our offers are subjects to change. We shall only be bound in accordance with our written order confirmation. Any verbal contracts, alterations, amendments or assurances, particularly through travelling sales people, as well as any promises made by telephone, shall only be binding if they have been confirmed by us in writing.

c. Any terms and conditions of purchase by the ordering party, which differ from these General Terms and Conditions, shall only be effective if and insofar as they have been accepted by us in writing. No later than upon acceptance of a partial delivery, the ordering party shall agree to the exclusive validity of these Terms and Conditions of Sale, even if it has excluded the validity of any terms and conditions of sale that differ from its own terms and conditions of purchase, within its standard terms and conditions.

2. Prices

a. All prices are stated in euro and exclude value added tax

b. Should any order-related costs increase significantly after the contract formation, we shall be entitled to correct the prices accordingly for such deliveries and partial deliveries, which are made more than four (4) months after the contract formation.

c. For production orders below the value of €100, we will in voice a low quantity surcharge of €15.00 per order. The ordering party shall not be entitled to derive any rights that arise from a quantity variance of up to +/- 10 through under-deliveryorover-delivery.

d. We shall invoice a handling charge to the amount of €7.50 for any returns that were not caused by wrong delivery or quality defects.

e. If, in the case of call orders, quantities that exceed the purchase order quantity are called, we shall be entitled to charge the excess quantity at the day rate or to cancel the excess quantity.

3. Freight and Customs Duties

a. Deliveries of samples, which exceed a net value of € 30.00, will be charged, minus 10% sample discount.

b. Any additional freight charges, which are incurred as a result of special dispatch types (such as express goods), shall be borne by the ordering party. For orders with an invoice value of less than €50.00, an €8.00 premium will be charged. Delivery shall be made to the agreed place of destination in the importing country.

c. If delivery is "Carriage Paid to (CPT)"or "Delivered Duty Paid (DDP)" and if the freight charges and/or customs duties are increased subsequent to the contract formation, then any additional freight charges / customs duties shall be charged to the ordering party.

4. Returnable Packaging

a. Any returnable packaging (which is identified as such on the invoice) must be handled with care and must only be used to store the delivered goods. After it has been emptied, it must immediately be returned,carriagefree,in a good condition fit for filling.

b. Returnable tank pallets (containers on pallets) must be returned within 4 weeks, whilst any other returnable packaging must be returned within 3 months. If the deadline for returning the packaging is exceeded, the packaging will be charged to the buyer at replacement cost. Any invoices of this kind are payable promptly strictly net.

5. Transfer of Risk

The risk shall be transferred to the ordering party as soon as the goods leave the shipping point. If shipment is delayed through no fault of our own, the risk shall be transferred on the day of provision of the goods. If goods are returned, the ordering party shall assume any risk until we have received the goods.

6. Obligation to Supply

a. The delivery date shall be the date of dispatch. If dispatch is delayed through no fault of our own, the date of provision shall be regarded as the delivery date. In the case of an agreed deadline, we shall only be in default upon receipt of a reminder. Partial deliveries are permitted.

b. If we are prevented from making a delivery on time through no fault of our own, then the term of delivery shall be extended appropriately. The same shall apply in the case of industrial action, disruptions of our own operations that could not have been averted in spite of reasonable diligence, disruptions of the operations of our subcontractors, including the freight carriers, disruptions of the transportation routes, shortage of raw materials and interventions by the authorities. Should, as a result, delivery prove to be impossible, the obligation to deliver shall no longer apply and payment of compensation be excluded. If the ordering party provides evidence that subsequent fulfilment as a result of the delay is of no advantage to it, the ordering party shall be entitled to withdraw from the contract to the exclusion of any further claims.

7. Warranty

a. The ordering party must inspect the goods immediately and notify any defects in writing no later than one (1) week after receipt at the place of destination; any latent defects must be notified promptly upon discovery. Such defective goods must not be processed.

b. We must be granted the opportunity to inspect the notified defect on the premises of the ordering party. This inspection must be carried out promptly by us, provided that the ordering party declares an interest in a prompt settlement.

c. In the case of a legitimate complaint, we shall, upon return of the defective material, at our choice either supply an appropriate replacement or credit the effective invoice amount. Should there placement delivery be refused by us without good reason, or should we be in default with there placement delivery, then the ordering party shall be entitled to set an appropriate period of grace and, if this period has expired without result, demand an annulment or reduction at its choice. Any further claims by the ordering party shall be excluded.

d. As the condition of the materials to be combined may vary,we do not accept any liability that our goods are suitable for the specific purpose of use by the ordering party. We recommend that the ordering party assures itself of the suitability for the respective purpose of use.

e. In addition, we shall be liable for the lack of warranted characteristics only in accordance with section c., unless the purpose of this warranty is to safeguard the ordering party against such consequential damage. This shall only be the case if we have specifically declared in writing to the ordering party that we will guarantee the suitability of our product for the specific purpose of use by the ordering party. Information sheets and consultations are intended to help the ordering party with the processing of our products. They are provided to the best of our knowledge, based on our experience and testing; however, they do not represent a warranty of the characteristics.

8. Payment Terms

a. Our invoices are payable strictly net in cash within 30 days of the invoice date. If payment is received within 10 days of the invoicedate, we shall grant a 2% discount on the net value of the goods. A cash discount deduction on new invoices is impermissible if there are any unpaid old invoices.

b. Bills of exchange and cheques shall only be accepted on account of performance and subject to eligibility for discount.Anycosts for discounting and cashing shall be charged to the ordering party.

c. The ordering party shall not be entitled to withhold or offset payments due to any counter claims, including warranty claims, unless such counter claims have been established as undisputed or final and absolute.

d. In the case of failure to comply with the term of payment, interest to the amount of 5% above the effective discount rate of the Deutsche Bundesbank (central bank of the Federal Republic of Germany) shall be owed with effect from the due date, subject to any further claims for compensation of any damage caused by default.

e. Should the ordering party default on payment for more than one (1) week or should we become aware of any circumstances giving rise to justifiable doubt regarding its credit standing, then all of our claims shall become payable with immediate effect. In this case, we shall be entitled to supply goods only against advance payment or security, or to refuse the further fulfilmentofthecontractafteranappropriateperiodofgrace and to claim damages for non-performance.

f. Representatives shall be entitled to collection only on the basis of a special written authority.

9. Retention of Title

a. We reserve the right to ownership of the supplied goods until all of our claims against the ordering party, arising from the business relationship, have been settled. This shall also apply if the price for certain deliveries, specified by the ordering party, has been paid.

b. The ordering party shall be entitled to process or sell the goods subject to retention of title within the proper course of business. Any other disposal shall be prohibited.

c. The ordering party shall in advance assign to us any and all claims accruing to it from the use of the goods subject to retention of title. If goods subject to retention of title are sold or processed together with other articles not owned by us, then the assignment shall only apply to the part of the claim,which is equal to the proportion of the delivery value of the goods subject to retention of title,to the delivery value of the articles not owned by us.

d. The ordering party shall only be authorised to collect these assigned claims within the proper course of business.

e. The ordering party must immediately notify us of any access by third parties to the goods subject to retention of title or to the assigned claims. Any costs for interventions shall be borne by the ordering party.

f. The authorisation of the ordering party to dispose of the goods subject to retention of title and to collect these assigned claims shall expire if the presuppositions of section 8, letter e occur, as well as in the event of a bill or cheque protest. In such events we shall be entitled to take possession of the goods subject to retention of title and to enter the premises of the ordering party for this purpose. Any resulting costs shall be charged to the ordering party. Furthermore, the ordering party shall be obliged to make any information and documentation, which is required to assert the assigned claims, available to us at our request.

g. If the value of the securities provided to us exceeds our total claims by more than 20%, we shall, on request, be obliged to release the above- mentioned securities extending beyond that value at our choice.

10. Applicable Law and Court of Jurisdiction

a. The supply agreement is exclusively subject to the laws of the Federal Republic of Germany. The application of the Uniform Law on the International Sale of Goods (ULIS) and the Uniform Lawon the Formation of Contracts for the International Sale of Goods (ULF) is excluded.

b. Our place of business shall be the place of fulfilment both for the delivery and the payment.

c. Siegen shall be the court of jurisdiction, provided that the ordering party is a registered commercial under taking, a legal entity under public law or a special fund under public law.

GeBrax GmbH
Obere Hommeswiese 41-45
57258 Freudenberg
Germany
Tel.: +49 2734-28474-0
Fax : +49 2734-28474-10
E-Mail: info@gebrax.de