of GRAMA BLEND GmbH with companies within the meaning of § 14 of the German Civil Code (BGB)
§ 1 Personal Scope of Application
These General Terms and Conditions shall apply only to our relations with companies. They shall not apply to contracting parties who are consumers within the meaning of § 14 of the German Civil Code (BGB).
§ 2 Conclusion of the Contract
The contract shall only be concluded upon written confirmation of an order placed with GRAMA BLEND GmbH (acknowledgement of order). Our submitted offer in accordance with the written order confirmation is decisive for the mutual contractual obligations, the contents and the scope of our deliveries and performances. If the order is not placed as the result of a written offer made by GRAMA BLEND GmbH, the content of the written order confirmation of GRAMA BLEND GmbH alone shall be relevant, provided that the Customer does not contradict the content of this confirmation order in writing within one week following its receipt.
GRAMA BLEND GmbH is allowed to modify the design of the lightweight elements to be delivered until the date of delivery, provided that the function and the agreed properties are not adversely affected by the modifications. All lightweight elements with natural stone are natural products, which may show individual deviations concerning colour, chemical properties and environmental details, even though the natural stone slabs used for production correspond to the type and classification ordered. Depending on the exact origin of the stone used for production minor deviations as described may occur. These are not deviations from the agreed quality of a sample of the same type of stone and classification that may have been submitted, unless otherwise expressly agreed.
§ 3 Prices and Payment
Unless otherwise agreed, all prices shall be ex warehouse or production site excluding packaging. This shall also apply if GRAMA BLEND GmbH arranges the dispatch of the ordered products at the Customer's request. In this event, GRAMA BLEND GmbH acts exclusively as the Customer's representative and is entitled to commission a suitable forwarding agent on the Customer's behalf and at his cost. All prices are net prices plus the respectively valid statutory value added tax.
In the event that the value of an order exceeds a total of EUR 2,500, GRAMA BLEND GmbH is entitled - in return for an indefinite, absolute guarantee for the amount of the respective part payment by a domestic credit institution or credit insurer - to demand appropriate part payments of 1/3 of the gross order value upon receipt of the order confirmation and 1/3 of the gross order value upon notification of readiness for dispatch. Payment of the last third shall be due upon the Customer's receipt of the products, payable without discount within 30 working days, unless otherwise agreed. This shall also apply to partial deliveries, if the recipient can use the products ready for dispatch as scheduled and as intended. The guarantees to be delivered in return by GRAMA BLEND GmbH solely secure a possible repayment obligation amounting to the Customer's advance payment. These advance payment guarantees are to be returned to GRAMA BLEND GmbH as soon as the recipient has received products as ordered up to the amount corresponding to his down payment. The relevant value for this shall be the order value stated in the order confirmation by GRAMA BLEND GmbH. Should the Customer fail to make payment - even after partial delivery by GRAMA BLEND GmbH - within the agreed payment term, although no defects of the delivered products have been claimed, GRAMA BLEND GmbH shall be entitled to suspend delivery until all due amounts have been paid. If, due to insufficient cooperation by the Customer, a delivery or performance can only take place at least one year after the date on which the order is placed, GRAMA BLEND GmbH shall be entitled to increase the prices by a reasonable amount in deviation from the price agreements. An increase in price is reasonable to the extent to which the total cost has - due to the inadequate cooperation of the Customer - increased because GRAMA BLEND GmbH could not deliver on the delivery date originally agreed upon and scheduled due to insufficient cooperation of the Customer.
§ 4 Retention of Title
All products delivered by GRAMA BLEND GmbH shall remain property of GRAMA BLEND GmbH until full payment (including all ancillary performances and costs) has been received – see General Terms and Conditions of GRAMA BLEND GmbH with companies within the meaning of § 14 of the German Civil Code (BGB). This shall also apply to partial deliveries of a complete delivery until the complete delivery has been paid in full. If our retention of title to the delivered products loses its validity by further processing within the meaning of § 950 of the German Civil Code (BGB) or by the products becoming an essential part of immovable property, the lost ownership of the products shall be replaced by the Customer's claim against his ordering party, the sum corresponding to the value of the order confirmation including all ancillary claims.
§ 5 Construction Work
For construction work the regulations of VOB/B (Construction Contract Procedures, Part B) shall apply in full and have priority over the regulations of these General Terms and Conditions, which are subordinate. Construction work is all work associated with the building, modification, repair, extension or removal of a physical structure and/or necessary for the physical structure being able to fulfil its economic or technical function. This also includes plant components and facilities required for a special purpose of the physical structure and thus being important for its function. The Customer or a third party commissioned by the Customer shall inspect the delivered products immediately after receipt for compliance with the order and for defects. Obviously recognisable defects must be notified to us in writing within one week.
§ 6 Warranty
Unless the work is construction work within the meaning of § 5 of this contract, the warranty conforms to the statutory provisions. In the event of a quality defect pursuant to these provisions, GRAMA BLEND GmbH shall be entitled to provide supplementary or subsequent performance at its own discretion or to deduct an appropriate amount of the purchase price, as long as this does not adversely affect the Customer to an unreasonable extent. At any rate, the Customer shall have the primary right to demand supplementary performance and in the event of failure to demand a price reduction. GRAMA BLEND GmbH shall not be liable if quality defects result from non-compliance with the technical processing instructions of GRAMA BLEND GmbH.
§ 7 Place of Jurisdiction
Place of jurisdiction for both parties shall be Amberg.