General Terms and Conditions of Business
[1] GENERAL
In the absence of any agreements to the contrary, only our Terms and Conditions of Sale and Delivery as set out below (hereinafter referred to as ‘General Terms and Conditions of Business’ or ‘GTCs’) apply to quotes, contracts and deliveries. Any deviating terms and conditions or terms and conditions to the contrary of the buyer/party placing the order shall not be recognised. Deviating terms and conditions of the buyer/party placing the order shall only be recognised if we have issued the buyer/party placing the order with separate written confirmation to this effect. Verbal or written orders or the acceptance of deliveries shall also be deemed tantamount to the recognition of our GTCs. When a new product range/price overview is published, all previous price information ceases to be valid. We reserve the right to change prices during the year. Any special prices agreed shall also cease to apply after the end of a calendar year, meaning that we advise our business partners to make timely enquiries in this regard before the prices expire.
[2] QUOTES AND INFORMATION PROVIDED
Our quotes relating to quantities, packaging, prices and delivery periods are always subject to confirmation and can be revoked up until the time at which orders have been confirmed by us in writing and/or the assignment has been executed. In the absence of any agreements to the contrary with the buyer, delivery periods are to be considered approximate; the specification of delivery deadlines does not give rise to commercial transactions to be executed at a fixed point in time (Fixgeschäfte). Any information provided, or statement or declaration made in relation to the goods or our quotes, including in the form of product specifications, product requirements, etc., shall be provided/made available for information purposes only and for the purposes of describing the products and is not to be seen as an indication of a specific property, a warranty of a specific property or attribute, nor as implying a guarantee; the buyer cannot derive any claims against us from this information.
[3] PRICES AND PAYMENT TERMS
All prices are net prices and, subject to any agreement to the contrary, apply ex works, excluding freight and insurance costs, unless quotes explicitly agree on ‘freight prepaid’ prices. Payment shall be made in net terms, without deductions, following receipt of the goods. In cases involving very small orders that fall below our minimum order value, namely a goods value of EUR 100.00 (net), we shall charge a processing fee of EUR 50.00.
Otherwise, payments are to be made within the period agreed or, if no period has been agreed, without delay following receipt of the invoice; if the buyer fails to make payment, either at all or in full, after being issued a reminder after the due date, or if a payment is not made, either at all or in full, within 10 days of receipt of the invoice, then the buyer shall be deemed to be in default. We are entitled to charge default interest at a rate that is 8% above the basic rate of interest published by the German Bundesbank and reserve the right, in all cases, to assert claims for further-reaching or more substantial damage.
[4] DELIVERIES/DISPATCH, RESERVATION OF TIMELY AND CORRECT SUPPLY OF INCOMING GOODS ON OUR SIDE
All shipments shall be made, in the absence of any agreements to the contrary, at the expense and risk of the buyer. The risk shall pass to the buyer when the goods are dispatched. For deliveries on a ‘freight prepaid’ basis, the shipping costs shall be invoiced. Cargo insurance can be taken out at the buyer’s request and expense. The selection of the packaging, the type of dispatch and the dispatch route shall be at our discretion in the absence of any agreements to the contrary. Deviations in quantities that are standard practice in the industry are permitted. We reserve the right to increase or reduce order quantities to suit original container sizes. The buyer shall be invoiced for the quantity delivered.
Deliveries are subject to us receiving the correct incoming goods in full and on time. The buyer shall not be entitled to delivery, substitute delivery or damages in cases where performance is impossible, in cases involving the loss of the goods where we are not responsible for such loss, or in cases involving force majeure.
<5>[5] PROPERTIES OF THE GOODS/WARRANTY
The buyer shall inspect goods that have been delivered to an appropriate extent immediately upon receipt. As part of its duty of care, the buyer is responsible for not processing the batch any further or placing it on the market to begin with if it has identified a quality defect. We must be notified of defects of any kind, such as quality deviations, incomplete deliveries or incorrect deliveries, without delay, namely within 5 working days. The buyer shall notify us of any analytical defects without delay, namely within 21 days. Minor natural/harvest-related deviations in the goods relating to colour and content, as well as small deviations due to processing, are reserved, unless such characteristics are properties that have been explicitly guaranteed. The buyer shall be offered the delivery of goods that are free of defects as subsequent performance. If substitute delivery proves to be impossible, then the buyer shall have the right to withdraw from the contract or reduce the price by mutual consent. Original imported goods, i.e. goods in the original imported condition, are merely traded by us as a trade intermediary. The goods are not treated/processed by us after being imported. As a result, we provide no warranty as to the goods being free of foreign objects, as to their quality being completely consistent, as to the condition and type of packaging or relating to hidden defects.
[6] RESERVATION OF TITLE
Goods delivered shall remain our property until the full satisfaction of all of our claims resulting from the business relationship with the buyer, be it due claims, claims that are not due, or conditional claims. The inclusion of individual claims in an open account and the balancing of the account and the acceptance of the same shall not affect this reservation of title. If the treatment, processing, blending or combination, etc. of the reserved goods gives rise to a new object, we shall have the right of ownership of this new object. In the event of combination, blending, etc. with goods that do not belong to the buyer, we shall have a pro rata co-ownership right based on the ratio of the value of the reserved goods to the value of the other goods. Co-ownership rights of the buyer are already transferred to us up to the value of the reserved goods. The buyer is entitled to sell the reserved goods or goods produced by way of further processing in its ordinary course of business; they may not be pledged or transferred as security. The buyer already assigns the claims resulting from further sale or arising based on any other legal grounds (insurance, tort) with regard to the reserved goods or the further processed goods to us as a precaution; if the reserved goods are sold by the buyer together with other goods that were not supplied by us, then the assignment of the claim resulting from the sale shall apply in the amount of the invoice value of the reserved goods sold in each case. The same shall apply to claims resulting from the sale of goods resulting from further processing. At the buyer’s request, we shall release security interests, at our discretion, if their value exceeds our claims to be secured by more than 20%. Pleas and objections to our right to recover possession or to the claims assigned to us are excluded. We are entitled to either access the buyer’s warehouse ourselves, or arrange for authorised agents to access it, in order to determine the goods subject to the reservation of title.
[7] LIABILITY AND DISCLAIMER
All claims of the buyer in the event that the goods are defective, including any claim for damages and claims to the reimbursement of expenses, shall become statute-barred after one year, starting at the time of the delivery of the goods. In the event that the buyer has any recovery claims pursuant to Section 478 of the German Civil Code (BGB), we shall only reimburse the necessary and substantiated costs of subsequent performance incurred by the buyer due to its customers asserting claims against it; this entitlement is, however, excluded if the buyer failed to raise objections in a due and proper manner or on time. All contractual claims of the buyer, or claims based on other legal grounds, to damages or the reimbursement of expenses shall be excluded unless we acted with wilful intent or gross negligence. This disclaimer shall also apply to the personal liability of our statutory representatives and employees and other vicarious agents. In the event that a limitation of liability or disclaimer set out in these GTCs is ineffective, particularly with regard to ordinary negligence, the liability shall be limited to the damage that is foreseeable and typical given the nature of the contract. If we are liable for damage that we did not cause as a result of wilful intent or gross negligence, then such liability shall be limited to the scope of cover offered by the general liability and product liability insurance policies we have taken out.
[8] PLACING THE GOODS ON THE MARKET
If the buyer places goods purchased or manufactured by us on the market, it shall bear sole responsibility for placing them on the market correctly in accordance with the valid food and feed law, drug law or other provisions, in particular for ensuring that the advertising relating to, and claimed benefits of, the goods are legally sound. We are under no obligation whatsoever to advise the buyer or provide it with any clarification in this regard. If we have packaged and/or labelled products on behalf of and/or in line with the requirements set out by the buyer, or if the buyer labels them itself, then it shall have sole responsibility in connection with the further sale as the party that placed the goods on the market and shall be subject to the applicable provisions in this regard. If claims are nevertheless asserted against us by third parties, the buyer shall indemnify us against any liability whatsoever to the extent that is legally permissible.
[9] INVALIDITY CLAUSE
If individual provisions of these GTCs or other agreements reached between us and the buyer are or become ineffective, then this shall not affect the validity of the remaining provisions; the ineffective provision shall be replaced by the provision that most closely approximates the economic objectives of the Parties.
[10] PLACE OF JURISDICTION AND PLACE OF PERFORMANCE
The place of jurisdiction/place of performance for both Parties shall be Osterode am Harz.
Version dated 31th of december 2022