GENERAL TERMS AND CONDITIONS
I. GENERAL INFORMATION
The Seller does not accept any conditions other than those stipulated in a valid written contract between the Buyer and the Seller for the goods hereby ordered. In the absence of a written contract, then a) the Seller will only accept the terms and conditions set forth herein, b) the Seller will accept the Purchase Order only on the express condition that the Buyer accepts these General Conditions of Sale, and c) the receipt of the Goods shall be deemed to constitute acceptance of these Conditions of Sale by the Buyer.
The “Incoterms 1953”, as published by the International Chamber of Commerce, shall be deemed to be part of these General Conditions of Sale by this reference, exactly as if they were expressly printed here.
II. OFFER AND DELIVERY
1. The offers are subject to change and are not binding for additional orders.
2. The delivery contract is considered concluded once we have confirmed the acceptance of the order in writing. Any modifications, verbal promises and agreements are invalid without written confirmation.
3. The Seller reserves the right to make unavoidable modifications in quality, purity, colour and other characteristics. As far as these modifications turn out to be defects in materials, the Seller assumes liability.
4. For all orders, excess deliveries or short deliveries of up to 10% of the ordered quantity are permitted.
5. Partial deliveries are permitted; each partial delivery is considered an independent transaction.
6. All sales are subject to a qualified contingency in terms of “force
majeure” or in terms of any inability to fulfil the contract where this is not caused by the Seller. Consequently, the Seller is entitled to withdraw from the delivery obligation in whole or in part if delivery is impossible due to force majeure, operational disruptions, obstructions to transport, strikes, delivery difficulties of the Seller’s suppliers, official measures or other events for which the Seller is not responsible. In this case the Buyer is not entitled to a replacement delivery or compensation.
III. PRICES AND PAYMENT CONDITIONS
1. Prices are subject to the standard conditions specified on the next page.
2. Payment is subject to the payment terms specified on the next page.
3. Bills of exchange and cheques shall only be considered as a payment once they have been cashed.
4. The withholding of a payment by the Buyer – even in the case of complaints – is excluded.
5. If the Buyer is late with a payment, the Seller is entitled, subject to further rights, to claim without reminder the amount of the damage caused by the delay, but at least the amount of the costs for bank credit at the time of delivery.
6. The goods delivered remain the property of the supplier until all claims of the supplier resulting from the business relationship with the customer have been settled in full. This shall also apply if an individual claim or all claims of the supplier are included in current invoices and the balance is drawn and acknowledged. The assertion of the retention of title shall not be deemed to be a withdrawal from the contract. The extended reservation of title shall also apply. The Buyer hereby assigns to the Seller the amount of its claims from the resale of the goods subject to retention of title, including all ancillary rights, which corresponds to our invoice total.
7. Any changes in the Buyer’s circumstances, such as a delay in payment, payment difficulties, discontinuation of payments, change of staff, death, as well as the initiation of debt collection proceedings and the conduct of legal proceedings, shall entitle the Seller, at its discretion, to demand immediate security or immediate cash payment, deviating from any other terms of payment agreed upon.
IV. DELIVERY TIMES
1. Any penalties for delay as well as claims for damages due to delayed delivery are excluded in all cases.
1. The goods shall be shipped exclusively at the risk of the Buyer, irrespective of the shipping conditions.
2. To ensure any claims for damages, any transport damage must be immediately reported to the last freight carrier upon acceptance of the delivery and certified by the latter.
VI. COMPLAINTS AND COMPENSATION
1. All goods must be inspected after their receipt and before they are processed or further sold. Complaints must be made in writing without delay, no later than 3 days after the goods have been received at their destination.
2. Any defect of a part cannot lead to a complaint for the entire delivery.
3. The withholding of payments or offsetting against counterclaims for any reasons not authorised by us are excluded.
4. Compensation for damages due to defective delivery shall be granted in the form of a replacement delivery. All further claims are excluded.
VII. ADVICE AND WARRANTY
1. Advice given to the Buyer about the suitability and use of the products is given based on the best of our knowledge and at the Buyer’s risk. It does not exempt the purchaser from carrying out their own checks and tests. In particular, the Buyer is responsible for any foodstuff regulations that may be applicable in the country of destination and must ensure that these regulations are available to the supplier in writing at the latest when it places the order. No liability is accepted for any damage, disadvantages or consequential damage.
2. Goods that are not stored, processed or altered correctly are no longer covered by the warranty obligation.
VIII. PLACE OF FULFILMENT AND COURT OF JURISDICTION
1. The following sales contract is subject to the law of the Federal Republic of Germany.
2. The place of fulfilment for the payment is Bösel.
3. The court of jurisdiction for all legal disputes is at the location of the Seller’s registered office.