GENERAL TERMS AND CONDITIONS OF
Graphite24.com GbR

1. General

1.1 Our terms and conditions apply exclusively. We do not recognize any terms and conditions of the purchaser that conflict with or deviate from our terms and conditions unless we have expressly agreed to their validity in writing.

1.2 Agreements that deviate from our terms and conditions must be recorded in writing. Any verbal additional agreements made are invalid.

1.3 Our terms and conditions also apply to all future transactions with the customer, even if they are not expressly agreed upon again.

2. In addition to these conditions, the “Incoterms” issued by the International Chamber of Commerce in Paris apply, in the latest version valid at the time the order is carried out.

3. Offers, offer documents, third-party rights, releases, brochures

3.1 Our offers are subject to change and non-binding until the final order confirmation. The scope of the contractually owed service depends on the order confirmation. This becomes part of the contract.

3.2 We assume no responsibility for errors that arise in the order or submitted documents due to unclear or incomplete information. The customer must bear the additional costs resulting from this.

3.3 An investigation or responsibility for whether technical documents supplied to us by the customer or on his behalf violate existing copyright, trademark law or other third-party rights is rejected or not accepted. If the rights of third parties are violated through the execution of the order, the purchaser is liable. He must release us from all claims by third parties due to such an infringement upon first request.

3.4 The assessment and approval of test prints, films, drawings and samples, etc. releases us from liability for unobjectionable and recognizable errors.

3.5 Deviations in the technical specifications remain reserved to the extent that these are reasonable for the buyer.

3.6 Oral information, brochures and advertising statements of any kind, in particular drawings, samples, quality, composition, composition and usability information as well as dimensions and weights are generally approximate and do not constitute an assurance or guarantee. Such information only becomes part of the contract if they are confirmed by us in writing and expressly described as binding.

4. Prices and payment terms

4.1 All prices are generally gross prices. Unless otherwise agreed, packaging, shipping and transport costs are not included in the price. Additional services that are not included in the agreed fixed price or our offer must be paid for separately.

4.2 We reserve the right to increase our prices appropriately if cost increases occur after conclusion of the contract, in particular due to collective agreements, material price increases, customs duties, taxes and other charges and there are more than 3 months between conclusion of the contract and delivery. We will provide proof of these increased costs to the purchaser upon request.

4.3 If there is a delay in delivery for which the purchaser is responsible, we are also entitled to increase the price if this demonstrably incurs increased costs.

4.4 If there is a significant change in the contractual obligations for the purpose of adapting to the needs and wishes of the purchaser, we can invoice the purchaser for the additional effort required.

4.5 Payment Terms

4.5.1 for merchandise:
Completely after receipt of the delivery, or partial amounts after receipt of the respective partial delivery

4.5.2 for subcontracting:
- one third upon receipt of the order confirmation by the customer
- one third upon notification of readiness for dispatch to the purchaser
- one third upon delivery to the destination

4.6 If our payment conditions are not adhered to, we are released from the outstanding performance obligations until the contractual settlement has been made. We are also entitled to charge default interest of 12% points above the base interest rate. The purchaser is permitted to prove that we suffered no damage or less damage. We are permitted to prove that greater damage has occurred. We charge a flat rate of EUR 20.00 for each reminder (verbal, telephone or written).

4.7 The customer is only entitled to offsetting rights if his counterclaims have been legally established, are undisputed or have been recognized by us. The purchaser has no right of retention.

4.8 We are not obliged to accept checks and bills of exchange. If we accept this, then only for the sake of fulfillment.

5. Shipping and transfer of risk

5.1. Packaging, route and shipping method will be chosen by us unless special agreements have been made. The customer bears the shipping costs.

5.2 Partial deliveries are permitted.

6. Delivery times and delivery dates

6.1 The delivery time is up to 10 days. Delivery times begin on the date of the order confirmation. Expressly guaranteed deadlines and dates only refer to the time of readiness for dispatch.

6.2 In the event of force majeure or other unforeseeable, extraordinary circumstances beyond our control, e.g. B. operational disruption, strike, official intervention, energy supply difficulties, etc. Even if these occur with upstream suppliers, if we are prevented from fulfilling our obligation on time, the delivery will be extended by the duration of the hindrance. If the delivery or service becomes impossible or unreasonable due to the circumstances mentioned, we are released from the delivery obligation and the customer cannot make any claims for damages as a result. A reasonable extension of the delivery time also occurs if it is based on changes to the service due to the wishes of the customer.

6.3 Compliance with our delivery obligation requires the timely and proper fulfillment of the customer's obligations, in particular the agreed payment terms and the delivery credit granted to him is not exceeded.

6.4 The customer guarantees that the delivery or provision of services can be carried out without hindrance or delay. Delays caused by breach of this obligation are at the expense of the purchaser.

6.5 If we are in arrears with delivery for reasons for which we are responsible, the purchaser can give us a reasonable grace period of at least four weeks, noting that he will refuse to accept the contractual item after the deadline has expired. The purchaser is not entitled to demand compensation for non-performance.

6.6 If shipping is delayed for reasons for which the purchaser is responsible, the storage costs will be charged beginning with notification of readiness for shipping. We are entitled, after setting and fruitless expiry of a reasonable deadline, to dispose of the delivery item elsewhere or to deliver to the customer within a reasonable, extended deadline. This does not affect our rights to withdraw from the contract and to demand compensation amounting to 40% of the agreed purchase price.

7. Retention of title

7.1 We reserve ownership of the purchased item until all payments from the business relationship with the customer have been received. If the purchaser behaves in violation of the contract, especially in the event of late payment, we are entitled to demand return of the purchased item from the purchaser, even without setting a prior deadline. This request for the delivery item to be returned by us does not constitute a withdrawal from the contract, unless this is expressly declared. After returning the purchased item, we are authorized to use it. The proceeds from the sale must be offset against the purchaser's liabilities, less appropriate utilization costs.

7.2 The customer is obliged to treat the purchased item with care and to adequately insure it against damage. The purchaser hereby assigns claims against the insurance to us. Furthermore, the purchaser must notify us immediately in the event of seizures, confiscations or other orders or interventions by third parties.

7.3 In the event of seizures or other interventions by third parties, the purchaser is generally liable for any loss or costs incurred by us in pursuing our claims.

7.4 The customer is not entitled to resell the subject matter of the contract in the ordinary course of business.

8. Warranty

8.1 If the service is defective, we are obliged to make improvements. The purchaser cannot demand a new production of the service item. If subsequent fulfillment fails, the customer has the right to reduce the purchase price or withdraw from the contract at his discretion. Claims for damages by the customer are excluded. This exclusion does not apply in the event of intent, gross negligence, breach of essential contractual obligations or the assumption of guarantees.

8.2 Claims for defects do not exist if the defect is only insignificant and, in particular, has no or not significant effect on the use of the service item.

8.3 The repair is deemed to have failed after the unsuccessful second attempt.

8.4 The limitation period for claims and rights due to defects in the services - regardless of the legal basis - is 1 year. The limitation period for all claims begins with the delivery of the object of the service.

8.5 The limitation periods according to 7.4. does not apply in the case of intent, fraud or if we have given a guarantee. It also does not apply in the event of injury to life, body, health or freedom, in the event of claims arising from product liability law, in the event of a grossly negligent breach of duty or in the event of a breach of essential contractual obligations. In these cases, the statutory warranty regulations apply.

8.6 Obvious defects will be recognized by us if they are reported to the customer immediately or after an appropriate incoming inspection within three working days of being discovered.

8.7 If it is a commercial transaction for both contractual partners, the purchaser must inspect the delivery item immediately, to the extent that this is feasible in the normal course of business, and if a defect becomes apparent, it must report it to us immediately within three working days of becoming aware of it. If the purchaser fails to provide this notification, the subject of the service is deemed to have been approved, unless the defect was not recognizable during the inspection.

8.8 We assume no liability for consequential damage or for damage that occurs to third parties. Furthermore, we assume no liability for materials and/or tools. Damage caused by improper use, incorrect assembly or commissioning by the customer or third parties, natural wear and tear, incorrect or negligent treatment, unsuitable operating materials, replacement materials or other influences and which are not attributable to our fault release us from any warranty.

8.9 We are released from the warranty in the event of changes or repair work carried out without our prior approval.

8.10 If the purchaser is in default of payment, we are not obliged to remedy defects if the amount due for payment is in an appropriate relationship to the value of the defective delivery item.

9. Early due date and right of withdrawal

9.1 If, after accepting the order, we become aware of facts that give rise to reasonable doubts about the customer's ability to pay, we are entitled to demand full payment or a corresponding security deposit before further execution of the order or to withdraw from the contract if a deadline has not been set. As proof of the suspected insolvency, bank information provided in the opinion of a prudent businessman, or information from a company associated with the customer or similar, is sufficient.

9.2 If delivery has already taken place, the invoice amounts are due for payment immediately regardless of the agreed payment terms.

10. Obligation of confidentiality

The purchaser undertakes to maintain secrecy about the facts that become known to him within the scope of the contractual relationship and are related to this contract. Documents, information or knowledge may not be made accessible to third parties either during the contractual relationship or after termination.

11. Place of performance, place of jurisdiction

11.1 The contractual partners agree to the application of German law with regard to all legal relationships arising from the contractual relationship.

11.2 The place of performance for all obligations arising directly or indirectly from this contractual relationship, including the payment obligation, is our place of business.

11.3 If the customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a public special fund, our place of business is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

12. Severability clause

If individual provisions of these general terms and conditions are or become ineffective, the effectiveness of the remaining provisions remains unaffected. The contractual partners undertake to replace invalid provisions that come closest to the will of the contractual partners and the meaning and purpose of the ineffective regulation. The same applies to gaps in the contract.