§ 1 Scope
- These General Terms and Conditions shall apply exclusively and only to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognize terms and conditions of the customer that are contrary to or deviate from our terms and conditions if we expressly agree to their validity in writing.
- These terms and conditions shall also apply to all future business transactions with the customer, insofar as these are legal transactions of a related nature.
§ 2 Prices
Our prices depend on the prices of raw materials on the world market as well as the respective freight rates or the prices for packaging materials. Our prices are therefore subject to change without notice. If the world market raw material prices, the freight tariffs or the prices for packaging materials change, we may adjust the prices accordingly, even if this means deviating from our current price list. Our prices are net prices. They are subject to value added tax at the applicable rate.
§ 3 Delivery
If the goods are shipped to the Purchaser at the Purchaser's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the Purchaser upon dispatch to the Purchaser, at the latest upon leaving the works. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs. We deliver free of charge, respectively up to the German border, if the total value of a shipment without value added tax amounts to € 200.00. Goods shipments with a lower total value travel freight collect. Express shipments are made at the express request of the customer. In this case, the difference between the freight rate and express goods rate will be charged. Value added tax is payable from the calculated freight rate. Goods shipments under € 200.00 will only be made against a surcharge of € 6.90 per shipment.
§ 4 Warranty and notice of defects as well as withdrawal/manufacturer recourse
- Warranty rights of the Purchaser require that the Purchaser has duly complied with its obligations to inspect the goods and to give notice of defects pursuant to Section 377 of the German Commercial Code (HGB).
- If, despite all due care, the delivered goods show a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We shall always be given the opportunity to remedy the defect within a reasonable period of time.
- Claims for defects shall not exist in the case of insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability and in the case of damage occurring after the transfer of risk as a result of incorrect or negligent handling, in particular incorrect storage and non-compliance with the applicable hygiene regulations.
- Claims for defects shall become statute-barred after twelve months at the latest. If the goods have a shorter shelf life than twelve months due to their natural condition, claims for defects shall become statute-barred at the latest upon expiry of the shelf life date. If the buyer does not store or process the goods in accordance with the applicable hygiene regulations, we shall not be liable for any damage.
- If the buyer exports products from our German list to countries whose food laws and regulations differ from those of the Federal Republic of Germany, we shall not be liable for compliance with these laws and regulations.
- Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, shall be excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a place other than the customer's place of business, unless the transfer is in accordance with their intended use.
- The Purchaser's right of recourse against us shall exist only to the extent that the Purchaser has not entered into any agreements with its customer exceeding the statutory mandatory claims for defects. Furthermore, paragraph (6) shall apply to the scope of the Purchaser's right of recourse against the Supplier.
§ 5 Payments
Unless otherwise agreed, the purchase price is payable within 30 days after delivery without any deduction. We grant a 3% discount for payment up to 8 days after the invoice date. Discountable is always the final invoice amount including VAT. In exceptional cases, "cash discount deduction directly from the invoice" can be agreed with the customer in order to simplify accounting with regard to the subsequent correction of the goods revenue by cash discount amounts and thus to directly determine the corrected VAT amount. This is only possible if the customer expressly undertakes to pay our invoice within 8 days. Goods invoices under € 210.00 are payable within 8 days without any deduction. Cash discount is not granted for goods invoices under € 210.00.
§ 6 Offsetting and rights of retention
The Purchaser shall only have the right to offset if its counterclaims have been legally established or are undisputed. The customer shall only be entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.
§ 7 Retention of title
- We retain title to the delivered goods until full payment of all claims arising from the delivery contract. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We shall be entitled to demand the return of the goods if the customer acts in breach of contract.
- The purchaser is obliged to treat the goods with care as long as ownership has not yet passed to him.
- The processing or transformation of the goods by the customer shall always be carried out in our name and on our behalf. In this case, the purchaser's expectant right to the object of sale shall continue in the transformed object. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our goods to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to us on a pro rata basis and shall hold the sole ownership or co-ownership thus created in safe custody for us.
§ 8 Miscellaneous
- This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
- The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.
- All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract. There are no verbal collateral agreements.
- Should individual provisions of this contract be or become invalid or contain a loophole, the remaining provisions shall remain unaffected.