GENERAL CONDITIONS OF SALE FOR GRAM MOL D.O.O. AND ITS SUBSIDIARIES.
Article 1 These general conditions and the special conditions shall be the only conditions applicable to our contracts, to the exclusion of the purchaser's general conditions. Our offers shall in no way be binding, even if they include a period [of validity]. Orders, whether sent to us direct or via our commercial intermediaries, shall not be considered to have been accepted until we have issued written confirmation. No derogation to these general conditions and no modification of our offers shall be valid unless accepted by us in writing.
Article 2 We shall Endeavour to meet delivery deadlines but they are shown for the purposes of information only. Part-delivery and part-invoicing shall be admissible.
Article 3 Unless expressly provided, risk or loss of or damage to the goods shall be transferred to the purchaser when the goods are made available to the first carrier on leaving our premises. Deferment of the transfer of ownership pursuant to Articles 11 or 12 shall have no effect on this transfer of risks.
Article 4 We shall guarantee the quality, quantity and weight of our products only as at departure from our , warehouses. In order to be admissible, complaints regarding missing or defective goods must be notified to us immediately and confirmed to us in writing within eight (8) days of receipt of the goods. The purchaser must make all necessary arrangements for the goods to be inspected by the parties, their agents or any other third parties appointed by it, if necessary in the presence of both parties. Whatever the cause of the complaint and in so far as permitted by law, our contractual and extra contractual liability shall be limited, at our choice, to replacing goods acknowledged to be insufficient or defective free of charge, or repaying the cost thereof.
Article 5 In the event of damaged or missing goods, the purchaser must also make all arrangements to safeguard the rights of the parties in relation to the carrier and the insurer, particularly by issuing claims or reservations against the carrier within the prescribed periods and providing all necessary details, in accordance with the regulations governing the shipment at issue.
Article 6 Cases of force majeure and, in general, all circumstances which might prevent, reduce or delay manufacture or dispatch, or which make it exorbitant for us to perform our undertakings, shall entitle us, as appropriate, to terminate, reduce or suspend performance of our undertakings, in which case the purchaser may not claim damages. The terms force majeure and circumstances shall be deemed to refer to events such as war, mobilization, strike or lock-out, riot, social conflict, machine breakage or warehouse stoppage, explosion, fire, natural disaster, flooding, restricted transport facilities, difficulties in obtaining supplies of raw materials or power, any sort of intervention by the public authorities, or any cause or circumstance beyond our reasonable control. This is not an exhaustive list.
Article 7 In the event of the reduced or potentially reduced solvency of the purchaser or of some change in its legal or financial status, we reserve the right to terminate any outstanding contracts in which event any monies payable under such contracts shall become immediately payable, or to require guarantees. The same applies when political events, economic difficulties or legislative or administrative measures directly or indirectly prevent or delay the transfer of funds.
Article 8 Our prices on domestic market include customs duties and tax, which must be paid in order to place the goods on the market. Our prices for foreign markets exclude customs duties and all kinds of tax, which must be paid in addition by the purchaser. As a domestic market, the market where the invoicing body has its official location is meant.
In so far as permitted by the law of the country of the invoiced currency, sums unpaid at the due date shall be subject, ipso jure and without the need for formal notification, as from the due date, to interest either at prescribed interest rate or three points above the discount rate ruling at the due date in the country of the invoiced currency, or at a rate one and a half times the statutory interest rate-ruling in that country, whichever is the greater. Failure to pay at the due date shall make all other amounts owed by this purchaser immediately payable. No setting off against disputed debts is admissible. Any default in payment shall further entitle us to terminate forthwith all outstanding contracts with the purchaser, whether or not performance of such contracts has commenced, without any formalities and subject to damages. A sum shall be deemed to have been paid when it becomes available - definitively and without recourse from third parties associated with the payment method - to our invoicing establishment or, if the debt is being assigned, to the assignee thereof, in its own country and in the invoiced currency.
Article 9 In the event that, at the request of the purchaser, the price has been determined and invoiced in a currency different from the national currency of our invoicing establishment, the purchaser shall compensate our invoicing establishment for any loss resulting from variation in the rate of exchange of that currency relative to the national currency ot our invoicing establishment which might have occurred between the date when the sale price was determined and the date of payment determined in accordance with Article 8.
Article 10 The purchaser shall undertake to accept and/or collect documents on first presentation by the bank or our commercial intermediaries. It shall undertake to make all arrangements to transfer funds on the due date but payment shall not, irrespective of such arrangements, have occurred until fund are received by our invoicing establishment as provided in Article 8.
Article 11 ALL GOODS DELIVERED SHALL REMAIN OUR PROPERTY UNTIL AMOUNTS RECEIVABLE BY US, HOWEVER THEY ARE INCURRED, HAVE BEEN PAID IN FULL. PAYMENT HAS THE MEANING DEFINED IN ARTICLE 8. WHERE THE GOODS SUBJECT TO OUR RESERVATION OF TITLE ARE PROCESSED OR MIXED WITH OTHER GOODS, THE OWNERSHIP OF THE PROPORTION OF THE FINISHED PRODUCT OR OF THE TOTAL GOODS DERIVED FROM THE RATIO BETWEEN THE VALUE OF THE GOODS SUBJECT TO A RESERVE ON OWNERSHIP AND THAT OF THE FINISHED PRODUCT OR THE TOTAL GOODS SHALL AUTOMATICALLY BE TRANSFERRED TO US. THE RIGHTS OF OWNERSHIP OR CO-OWNERSHIP RESERVED FOR US OR TRANSFERRED TO US IN PURSUANCE OF THIS ARTICLE DOES NOT UNDER ANY CIRCUMSTANCES CREATE ANY LIABILITY IN RESPECT OF SUCH PRODUCTS GOODS, AND THE PURCHASER SHALL INDEMNIFY US AGAINST ANY SUCH LIABILITY SO INCURRED. AMOUNTS RECEIVABLE BY THE PURCHASER AS A RESULT OF THE LOSS, DAMAGE OR RESALE OF THE GOODS SUBJECT TO RETENTION OF TITLE ARE TO BE TRANSFERRED TO US. IF THESE GOODS ARE LOST. DAMAGED OR ASSIGNED AT THE SAME TIME AS OTHER GOODS OR SERVICES OR AFTER PROCESSING OR MIXING, ONLY THAT PROPORTION OF THE AMOUNTS RECEIVABLE THAT CORRESPONDS TO THE VALUE OF THE GOODS SUBJECT TO THE RETENTION OF TITLE IN RELATION TO ALL THE AMOUNTS RECEIVABLE BY THE PURCHASER RELATING TO THF. EVENTS OR OPERATIONS MENTIONED ABOVE SHALL BE TRANSFERRED TO US. WE MAY REQUEST THE PURCHASER TO ADVISE OR NOTIFY DEBTORS OF THE ASSIGNMENT OF THE DEBTS. BEFORE THIS REQUEST IS MADE, THE PURCHASER SHALL MANAGE THE RECOVERY OF DEBTS ON OUR BEHALF.
Article 12 EVEN IF THE RETENTION OF TITLE PROVISION DETAILED IN ARTICLE 11 DOES NOT APPLY, THE OWNERSHIP OF THE GOODS SHALL NOT BE TRANSFERRED TO THE PURCHASER UNTIL DELIVERY.
Article 13 Advice and information on our goods that is shown in brochures or other media is given in good faith and corresponds to the state of the art at the time that these media are published. It shall not incur our liability and shall not relieve the purchaser from checking for itself the suitability of our goods for the intended uses. We exclude all liability in the event that the property rights of third parties are infringed through the use of our products.
Article 14 The nullity of non-applicability of any of these general conditions of sale or special conditions shall not vitiate the validity of its other provisions. The invalid provisions shall so far as possible be replaced by valid provisions that have a comparable economic effect.
Article 15 The applicable law is that of the country of invoicing by our establishments or subsidiaries. Except where the applicable law is German law or as otherwise provided by these general conditions or special conditions, Article 2 to 88 of the Vienna Convention dated 11 April 1980 on the international sale of goods shall apply to all our sales. Trade terms shall be interpreted in accordance with the rules laid down by the most recent edition of International Chamber of Commerce INCOTERMS, except as otherwise provided in these general conditions or special conditions.
Article 16 Any dispute between parties which cannot be resolved amicably shall be brought before the courts of the location of the invoicing body.
Article 17 The seller reserves the right to bring the dispute before another court having jurisdiction with regard to the location or activities of the purchaser.