The terms and conditions of purchase of the GRAF group, hereinafter referred to as GRAF, shall apply exclusively. Third party terms and conditions are hereby expressly rejected. Third party terms and conditions may only become part of the contract if GRAF has expressly agreed to their inclusion in writing. This applies in particular to any general terms and conditions established by the contractual partner in the future. Deviating agreements must be made in writing. The same shall apply to any waiver of the written form.
Supplier quotations shall be binding until revoked in writing by the supplier after a minimum period of three months.
Validity of orders and agreements:
Conclusion of the contract Orders and agreements shall only be binding if they have been established or approved in writing by GRAF. The supplier may only make amendments and additions to the supply contract if GRAF has provided its written consent thereto. The contract shall be concluded for an indefinite duration, unless anything else is specified in the concluded contract or orders subject to these terms and conditions.
a) Regular termination Regular termination shall become effective following a notice period of four weeks to the end of the month. Claims in line with section 649 of the German Civil Code (BGB) are excluded for suppliers.
b) Termination without notice The right to terminate without notice for good cause shall remain unaffected. Good cause shall be deemed to include:
I. The application for insolvency proceedings pertaining to the assets of the contractual partner. Termination by a system customer or customer from the supply chain up to and including the initial client
II. Failure on the part of the supplier to comply with the required quality despite a request to this effect and/or notification of defects
III. Breach of the "Confidentiality" section of the terms and conditions
IV. Supplier delay of more than 2 weeks in carrying out its contractual service.
c) Withdrawal and termination in the case of justified suspicion of a criminal offence GRAF is entitled, regardless of other termination and withdrawal rights, to terminate the contract or to withdraw from it in the event of the existence on the part of the supplier of a justified suspicion of a criminal offence, in particular fraud, bribery etc. To exercise the right to termination and withdrawal, it shall suffice in each case to initiate preliminary proceedings against the supplier or against its institutions or executive staff, with the latter only applicable if the preliminary proceedings are associated with the activity of the supplier.
d) In the case of a termination carried out by GRAF for reasons for which the supplier is responsible, the supplier shall have no claims pursuant to section 649 of the German Civil Code.
e) Unforeseen events that seriously affect or disrupt GRAF or its purchasers, as well as workers' strikes, operating breakdowns, operating restrictions or similar events that cause a significant reduction in demand, entitle GRAF to cancel the order in whole or in part, or to postpone the date of acceptance. In such cases, GRAF is only obliged to refund the actual production costs incurred by the supplier with respect to the order.
All prices are quoted in EUR. Prices shall be agreed upon before ordering. They are considered as fixed. All deliveries or services from the supplier, including all associated parts and labour, are covered by the price agreed in the purchase contract. Any reductions or increases require written confirmation from both parties. In exceptional cases, if prices have not been fixed in advance, they must be stated as binding at the latest in the order confirmation. GRAF expressly reserves the right to reject or cancel prior to ordering.
Delivery periods agreed upon in writing or stipulated within the contract shall be binding. If the delivery period is defined as one week, one month or one quarter, the supplier shall be in default upon failure to deliver as of the first day of the following period, without the need for a reminder. In the case of a delay in delivery, GRAF is entitled to a payment of compensation in the amount of 2% of the total contract amount for each full 7-day period, up to a maximum amount of 10%, without GRAF being required to prove damages to this amount. The supplier reserves the right to prove that lower damages occurred. Notification of the coming into effect of the contractual penalty is not required pursuant to section 341 paragraph 3 of the German Civil Code. The assertion of a (further) claim for damages shall remain unaffected. The supplier is obliged to notify GRAF immediately of any delay or potential delay in delivery. In agreement with the supplier, GRAF is entitled to request information regarding the progress of the work that is the subject of the contract. In this regard, GRAF is also entitled to inspect the finished delivery items before shipping for compliance with the delivery order with regard to construction, manufacture, materials, operational capacity and plant safety; said inspections shall take place at the manufacturing plant during the supplier's regular business hours. The supplier shall make available the equipment, tools, supplies and materials, as well as staff, required for a thorough inspection and shall prepare in a clearly organised manner all parts of the delivery items that are to be inspected.
Any additional costs arising from incorrect addressing shall be at the supplier's expense. A delivery slip is to be attached to the shipment indicating the order and parts numbers. If GRAF does not issue any particular instructions, the supplier is obliged to select the most advantageous freight option for GRAF. Carrier shipments must always be "carriage paid". Should packaging materials used in the shipment be invoiced separately, GRAF is free to return this material to the supplier in a condition suitable for reuse, free of freight charges, in return for a credit note equal to the value invoiced. The Incoterms 2000 from the International Chamber of Commerce shall apply to delivery clauses agreed upon with our company. Last updated 01.08.2007
Billing and payment:
Appropriate, verifiable invoices are to be submitted to GRAF in a single copy at the latest 3 days following delivery, or are to be attached to the shipment. At its own discretion, GRAF shall pay invoices as follows: upon receipt of invoice from the 1st to the 10th day of the month, payment shall occur on the 20th day of the month; upon receipt of invoice from the 11th to the 20th day of the month, payment shall occur on the 30th day of the month; and upon receipt of invoice from the 21st to the 31st day of the month, payment shall occur on the 10th day of the following month, with a discount of 3% or after 30 days net cash, where the beginning of these periods is determined by whichever of the two (goods and invoices) occurs last. Should acceptance be necessary, the abovementioned periods shall not begin until acceptance or another substituting action has taken place. Upon GRAF's request, complete written lists of the cumulative quantities of the contract products ordered, as well as any services provided, should be submitted immediately.
Claims from third parties:
Claims against GRAF may only be assigned with GRAF's written agreement.
Settlement of claims:
The supplier ensures GRAF the possibility to offset claims from other GRAF companies against the supplier.
Liability, warranty and remedy of defects:
All characteristics provided by the supplier or demanded by GRAF in accordance with the order shall be considered to be guaranteed and assured. The supplier shall ensure and guarantee GRAF that the delivery items are in line with the latest technology in terms of their construction, manufacture and the materials used and, should the supplier's knowledge exceed this, that they are in line with the latest available knowledge. The supplier shall ensure and guarantee that all parts of the delivery items are completely new. If the item is a custom-made product as defined by section 3 paragraph 2 of the German technical equipment law of 24.06.1968 (machine protection act), the supplier shall be responsible for ensuring that the safety regulations in section 3 paragraph 1 of this law are observed. Should this not be possible, the supplier must inform GRAF accordingly. Should the item not comply with the agreed and thus warranted characteristics and/or the assumed warranty, GRAF shall be entitled, at its own option, to demand a new delivery, subsequent performance, remedy of the defect or liability for damages in place of the service, to withdraw from the contract, or to have the defect remedied at the supplier's expense. If claims concerning the delivery item are made against GRAF by third parties, the supplier shall release GRAF from these claims and support GRAF in defending such claims, in any form. Upon GRAF's request, the supplier shall conduct legal action on its own responsibility and at its own expense. This applies in particular to recourse pursuant to section 478 of the German Civil Code. The warranty and guarantee period shall begin with acceptance (if necessary and carried out) or with initial start-up or use. For parts replaced under the warranty/guarantee, the warranty and guarantee period shall recommence after each start-up. Sections 377 and 378 of the German Commercial Code shall not apply to GRAF. The corresponding production quality required shall be ensured by a final professional inspection by the supplier. The warranty/guarantee shall cover all costs related to the remedy of defects, as well as disassembly, return transport and similar costs. The return shipment of rejected deliveries shall occur at the supplier's expense and risk. A fixed rate of 100.00 EUR will be charged for the reimbursement of expenses corresponding to the administrative processing of complaints. The supplier reserves the right to prove that lower expenses were incurred.
Fulfilment of legal obligations:
The supplier shall also ensure that the products it delivers comply with all applicable standards and laws/guidelines, in particular VDE, GS, RoHS, REACH etc. The supplier shall inform GRAF should its products deviate from these protective regulations. Infringement of this obligation to provide information shall entail comprehensive liability for damages on the part of the supplier. Upon request, the supplier shall release GRAF from such claims.
Property rights and patents:
The supplier guarantees that the items it delivers are free from third-party rights. Should the rights of third parties nevertheless be infringed, the supplier shall be obliged to ensure the necessary licensing at its own expense and to secure for GRAF the free use of the delivered items, unrestricted in terms of place, time and content. The supplier shall release GRAF from the claims of third parties as well as from disadvantages and damages caused by infringements of property rights, and in particular any costs arising therefrom.
Declaration of origin:
The supplier shall provide annual declarations regarding the origin of the goods sold. The following shall apply:
I. The supplier undertakes to enable the customs authorities to verify the certificates of origin, and to establish the declarations and information required within the scope of Regulation (EC) no. 1207/2001 at its own expense.
II. The supplier is obliged to provide compensation for any damages that may arise should the declared origin not be accepted by the competent authorities due to incorrect certification or lack of verification possibilities. However, this liability shall only apply to the Supplier in the event of culpable behaviour or the absence of the warranted qualities or guarantee.
III. In the case of deliveries or services from EU countries other than Germany, the EU VAT identification number must be specified.
The supplier undertakes to maintain strict confidentiality regarding any documents, specifications, data, information and knowledge to which it may gain access or of which it may become aware during the course of the business relationship, not to directly or indirectly make these items available in whole or in part to third parties, and to use them exclusively for the purposes associated with the subject of the order. The supplier shall impose corresponding written confidentiality obligations upon its employees, assistants and vicarious agents involved in the execution of this order. At GRAF's request, the supplier shall produce the agreements concluded with its employees, assistants and vicarious agents.
Place of jurisdiction:
For any disputes arising from the contractual relationship with Otto Graf GmbH, GRAF Plastics GmbH or OPG Holding GmbH, the place of jurisdiction shall be Emmendingen, Germany, and for those with Graf Distribution SARL or Graf Plasturgie SARL, the place of jurisdiction shall be Saverne, France. GRAF is also entitled to bring legal action at the supplier's headquarters. This regulation shall also apply to documentary, bill of exchange and cheque procedures. The laws of the Federal Republic of Germany shall exclusively apply for Otto Graf GmbH, GRAF Plastics GmbH and OPG Holding GmbH, while the laws of France shall exclusively apply for Graf Distribution SARL and Graf Plasturgie SARL. Application of the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded.
Should this provision or any other specification within the contract be or become ineffective, the validity of the contract or this provision shall remain otherwise unaffected. The contractual partners are nonetheless obliged, within reasonable limits and in good faith, to substitute the invalid provision for a regulation with equivalent economic intent, provided that this does not entail any significant modification of the content of the contract.
Terms and conditions last updated: 24 September 2012
The companies of the GRAF group:
Otto Graf GmbH, Carl-Zeiss-Straße 2-6, D-79331 Teningen
Graf Plastics GmbH, Carl-Zeiss-Str. 6, D-79331 Teningen
OPG Holding GmbH, Carl-Zeiss-Str. 2-6, D-79331 Teningen
Graf Distribution SARL, 45, route d’Ernolsheim, F-67120 Dachstein-Gare
Graf Plasturgie SARL, 45, route d’Ernolsheim, F-67120 Dachstein-Gare