Terms and Conditions (GTC)
1. Validity of the General Terms and Conditions
Our terms and conditions apply exclusively to all contracts concluded by us. We are only bound to deviating terms and conditions of our buyers or other contractual partners if we have expressly agreed to them in writing. These conditions are deemed to have been accepted at the latest upon receipt of the goods. They also apply if we carry out the delivery without reservation in the knowledge of conflicting conditions of the customer.
2. Conclusion of contract, written form
a) Our offers are non-binding, duty paid, unless otherwise noted EXW Geesthacht including packaging. A contract is only concluded through our written order confirmation. b) Subsidiary agreements as well as changes and additions to the contract are only effective if we have confirmed them in writing.
3. Prices
a) Our prices do not include the statutory value-added tax. b) If there are more than six weeks between the conclusion of the contract and the delivery date planned for the entire delivery or parts thereof and if expenses that we have to make in connection with the delivery increase after the conclusion of the contract for reasons for which we are not responsible, we are entitled to to demand any additional costs incurred from our customers in addition to the contract price. This applies regardless of whether such additional costs are based on legal or other provisions and/or actual circumstances. The expenses to be borne by our customer according to sentence 1 include in particular export and import duties such as e.g. B. Customs duties and levies as well as taxes, storage costs, freight costs, shipping costs, insurance premiums and the like. c) Validity of an offer for some types of spices: For the moment
4. Terms of Payment
a) For new customers, the first two orders must be paid in advance. As a rule, the customer must pay in cash upon delivery of the goods, otherwise within 14 days of receipt of the invoice, but no later than 30 days after delivery in cash without any deductions or by bank transfer to us free of charge. The provision of bills of exchange and checks, which require our prior consent, shall only be deemed to have been fulfilled once they have been honoured. b) If the customer does not meet his payment obligations in accordance with the contract for reasons for which he is responsible or if he stops making payments, we are entitled to call in the entire remaining debt. c) We make orders that are packaged and labeled according to special customer requirements dependent on advance payment. d) In the event of non-compliance with payment obligations or information about the poor financial situation of a buyer, we are entitled to withdraw from the contract at any time or to make delivery dependent on an advance payment.
5. Offsetting and Right of Retention
Offsetting or withholding payments is only permitted in the case of counterclaims that we have recognized or have been legally established. Furthermore, the customer is only entitled to a right of retention insofar as his counterclaim is based on the same contractual relationship.
6. Customer Default
a) If the customer defaults, we are entitled, without prejudice to further rights, to make further partial deliveries and deliveries from other contracts dependent on the customer providing a security. b) The statutory regulation applies to the amount of interest on arrears.
7. Delivery times and delivery weights/weight deviations
a) Agreed delivery times and delivery weights are only to be understood as approximate, unless they are expressly confirmed by us as fixed. If delivery times and delivery weights according to sentence 1 are only to be understood as approximate, we can exceed delivery times by up to two weeks and deviate from delivery weights by up to 10% up or down. b) The weight specified by us upon delivery is decisive. However, the customer can request a weighing at his own expense. Deviations in weight can only be reported within three days of delivery of the goods. The customer must enable us to check the weight deviation immediately. c) Unless expressly stipulated otherwise, we reserve the right to round up or down an order quantity in order to be able to deliver in packaging units that are in stock.
8. Partial Deliveries
a) We are entitled to make partial deliveries to a reasonable extent, especially if the partial deliveries can be used independently by the buyer and no fixed delivery date has been agreed for the entire delivery. b) In the case of partial deliveries, each delivery is considered a separate transaction. A defective or late delivery has no effect on partial deliveries that have already been made or are still pending. If the partial performance is of no interest to him, the customer is entitled to withdraw from the contract as a whole or to claim damages for failure
to demand fulfillment of the entire contract.
9. Retrieval
If, in the case of delivery on call, the customer does not call off the goods within the agreed period or, if no period has been agreed, within 6 months of the conclusion of the contract, we can set the customer a reasonable grace period for calling and withdraw from the contract after this has expired without result . We also have the right to deposit the goods in question or to use them by way of self-help sales. If the customer is responsible for the delayed or non-call-off of the delivery, we can also demand compensation for non-performance under the conditions of the above sentence 1.
10. Default of Acceptance
a) If the customer is responsible for the delay in acceptance, we are entitled, after unsuccessfully setting a reasonable period of time, without prejudice to proof of higher damage, to demand damages in lieu of performance in the amount of 25% of the purchase price of the delivery not accepted. The customer reserves the right to prove that we have suffered no or only minor damage. We can refuse the delivery of partial quantities that are not accepted in time, without this affecting the validity of the rest of the contract. b) If the customer is in default of acceptance, we are entitled to demand compensation for any additional expenses
11. Dispatch/Passing of Riskƒ
a) If we ship goods, this is done at the expense of the customer. The same applies if we follow a customer's shipping instructions. b) The risk of accidental deterioration or accidental loss passes to the customer when the goods are handed over to the transport person. The same applies to transport by our people at the beginning of the transport and when the goods are picked up by the customer's people when the goods are handed over to them.
12. Self-Supply
We are only obliged to deliver subject to the correct, complete and timely delivery to ourselves: this also applies to the delivery of the raw and auxiliary materials required for the manufacture of the goods.
13. Warranty
a) Due to public statements made by us, the manufacturer or his assistants, we are not liable if and to the extent that the buyer cannot prove that the statements have influenced his purchase decision, if we did not know the statements and did not have to know them or the statement at the time of the purchase decision was already corrected. b) An insignificant reduction in the value or suitability of the item does not constitute a defect. Insignificance is given in particular in the case of minor deviations in shape, colour, weight and if the defect will soon disappear of its own accord or can be remedied by the buyer himself with very little effort. Deviations within the customary limits are also irrelevant. c) If the buyer demands supplementary performance because of a defect, we can choose to remedy the defect ourselves or deliver a defect-free item as a replacement. The buyer's right to reduce the price or to withdraw from the contract if the supplementary performance fails remains unaffected. The following clause 14 applies to claims for damages and reimbursement of expenses due to defects. d) Obvious defects must be reported to us in writing within 3 days of receipt of the goods. This also applies to obvious transport damage, even if we are not responsible for the transport. If the buyer fails to notify us in good time, this is deemed to be unconditional approval of the goods. e) In commercial transactions, the buyer must inspect the goods immediately, at the latest within three days of receipt, and report any complaints to us in writing without delay. If the buyer fails to report this, this is deemed to be unconditional approval. The warranty for hidden defects that could not be detected within the period of three days despite careful inspection is excluded if the buyer does not complain in writing immediately after discovery. f) Furthermore, warranty claims are excluded if, as a result of further shipping or treatment or processing of the goods delivered by us or similar, we can no longer check whether the goods are actually defective. g) If the defect is based on a delivery or service by a third party to us, the buyer can only demand that our warranty and/or damage claims against the third party be assigned to him. Only if the buyer's prior legal action against the third party fails can the buyer make a claim against us in accordance with the above provisions. h) Warranty claims against us are only available to the direct purchaser and are not assignable. i) §§ 478, 479 BGB remain unaffected. j) We shall only bear the transport costs required for supplementary performance to the extent that they are
supplementary performance at the agreed place of delivery.
14. Liability
We are only liable in accordance with the following provisions: a) We are liable for intentional or grossly negligent behavior on the part of our bodies, legal representatives and executives. b) Any claims for damages - for whatever legal reason - due to slightly negligent breach of non-essential contractual obligations by our organs, legal representatives, executive employees and simple vicarious agents are excluded. The above sentence 1 applies accordingly in the event of intentional or grossly negligent breach of non-essential contractual obligations by our simple vicarious agents. c) In the case of a slightly negligent breach of essential contractual obligations by our organs, legal representatives, executive employees and simple vicarious agents, we are liable from every legal point of view only for contract-typical, foreseeable damage and not for remote consequential damage. The above sentence 1 applies accordingly to the case of intentional or grossly negligent breach of essential contractual obligations by our simple vicarious agents. d) All further contractual or non-contractual claims of the buyer are excluded. e) Liability under the Product Liability Act, liability for damage resulting from culpable injury to life, limb and health, as well as the provision of § 444 BGB and liability from other guarantees remain unaffected by the above provisions. f) The buyer is liable to us for all damages resulting from the violation of obligations to cooperate.
15. Statute of Limitations
a) The buyer's claims for defects expire one year after delivery of the purchased item. §§ 478, 479 BGB remain unaffected by this regulation. b) Buyer's claims for damages based on other legal grounds expire in 18 months. Section 199 (1) and (3) BGB applies to the start of the limitation period. c) Insofar as we are liable according to clause 14 above for gross negligence, culpable damage to life, limb and health and for guarantees assumed as well as under the Product Liability Act, the statutory statute of limitations applies.
16. Retention of Title
a) The goods delivered by us remain our property until all our existing and future claims from the business relationship with the buyer, including any ancillary claims and current account balances, have been paid. b) The buyer is entitled to use, mix or process the reserved goods in the ordinary course of business. The treatment and processing of the goods takes place for us as the manufacturer within the meaning of § 950 BGB. If they are combined or mixed with items that do not belong to us, we become co-owners in direct or corresponding application of §§ 947, 948 BGB, namely in the ratio of the value of the reserved goods to the value of the other processed goods at the time of processing. In the event that the connection or mixing takes place in such a way that the buyer's item is to be regarded as the main item, it is already agreed that the buyer transfers sole or joint ownership to us proportionately according to the aforementioned value ratio. The items to which we acquire sole or co-ownership in accordance with the above provisions are kept safe for us by the customer free of charge; claims against us do not accrue to him as a result of mixing, processing or safekeeping. For the rest, the same applies to the new item created by connection or mixing as to the reserved goods. Under the condition of full payment according to letter a), the new goods or our co-ownership share will be transferred to the buyer. c) The buyer is entitled to resell the goods and the items resulting from their processing in the ordinary course of business subject to retention of title. Pledges and security transfers of the reserved goods or the assigned claims are not permitted. The customer hereby assigns all claims from the sale of goods subject to retention of title, including items owned by us in accordance with letter b) with all ancillary and security rights as well as balance claims within the framework of a current account in the amount of our claims as security for all our claims referred to in letter a). away. We accept the assignment. When selling goods to which we have co-ownership, the assignment is limited to the part of the claim that corresponds to our co-ownership share. If the reserved goods are sold together with items that are not our property for a total price, the assignment is limited to the proportionate amount of our invoice including sales tax for the reserved goods sold as well. The above regulation applies accordingly
for the claim for wages if the customer uses the reserved goods to fulfill a contract for work or a contract for work and materials. d) The right to resell the reserved goods is excluded if the buyer's customers have excluded the assignment of the claims directed against them. The buyer has to exclude offsetting and the right of retention towards his contractual partners to the extent permitted by law. At our request, the customer is obliged at any time to inform us of the debtors of the claims assigned to us and their addresses. e) The customer is obliged to treat the goods subject to retention of title as well as those items to which we acquire sole or joint ownership according to the above provisions with care and care and to store them for us free of charge. He has to insure them against usual risks and hereby assigns claims for compensation against insurers or other persons liable for compensation to us in the amount of the invoice. We accept the assignment. f) The customer is also obliged to inform us immediately of any impairment or endangerment of our rights to the goods that we own, in particular through attachments or other interventions by third parties, and to take all security measures that cannot be postponed for the time being. The buyer must reimburse us for the costs incurred by asserting our ownership and our rights to the claims. g) The buyer remains authorized to collect the claims, without prejudice to our authority to also collect the claims. The customer may only dispose of the goods owned by us and the claims assigned to us with our prior written consent. We will only revoke the authorization to dispose of or collect if the customer defaults on a payment to us, violates his obligations towards us from the retention of title in a not only insignificant manner, applies for insolvency or bankruptcy or composition proceedings against his assets or is opened or otherwise there is a significant deterioration in the buyer's financial situation. The buyer has to pass on amounts received to us immediately if our claims are due, but otherwise to keep these amounts separately for us. h) If we have revoked the authorization in accordance with letter g) above, the customer is obliged, at our request, to inform us of all goods that are our property as well as the customers to whom he has sold such goods, to us, excluding any right of retention, the taking possession in particular to enable the goods owned by us to be taken back, to notify his customers of the assignment of the claims assigned to us and to provide us with all the information we need to enforce our claims and to hand over the documents required for this. i) In the event of breach of contract by the buyer, in particular default in payment, the buyer is obliged to return the goods at our request. Insofar as we take back or seize the goods in accordance with sentence 1, this does not constitute a withdrawal from the contract. In the case of taking them back, we are entitled to dispose of the items as best we can after prior warning and setting a reasonable deadline. The proceeds from the sale will be credited to our claims after deduction of reasonable costs of sale. j) If the value of the securities existing for us exceeds the secured claims by more than 20%, we will release securities of our choice at the request of the buyer.
17. Place of Performance
Place of performance for all mutual obligations from the purchase contract is Geesthacht.
18. Jurisdiction
In the case of contracts with merchants, the place of jurisdiction for all disputes about the conclusion of the contract and the mutual claims arising from it, even for buyers who do not have a general place of jurisdiction in the Federal Republic of Germany, is Schwarzenbek; however, we are also entitled to sue at the buyer's registered office. In the case of contracts with merchants, legal disputes are to be decided at our discretion either by the ordinary court in accordance with the above agreement on the place of jurisdiction or by the Hamburg Friendly Arbitrage in accordance with Section 20 of the Place Practices for Hamburg Goods Trading. We are also entitled to the above right to choose if the customer wants to assert claims against us. We will exercise the right to choose within 14 days of receipt of the buyer's written request, otherwise the right to choose passes to the buyer. In the case of notices of defects, we are entitled, at our option, to demand that the determinations of the quality of the goods be made known by the Hamburg Chamber of Commerce according to the "Regulatory for quality determinations by experts".
cht on April 12, 1911.
19. Governing Law
The law of the Federal Republic of Germany applies exclusively, excluding the application of the Hague uniform sales laws and the international sales law in accordance with the United Nations Convention of April 11, 1980 on contracts for the international sale of goods.
20. Severability Clause
Insofar as these general terms and conditions are or should become ineffective, this does not affect the effectiveness of the rest of the conditions. In this case, the affected provision is to be replaced by an individual regulation to be negotiated.
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