1. Scope

1. These General Terms and Conditions (GTC) apply exclusively to entrepreneurs within the meaning of § 14 BGB, legal entities under public law, or special funds under public law.
2. They apply to all current and future business relationships between us and the buyer.
3. Deviating, conflicting, or supplementary terms and conditions of the buyer shall only become part of the contract if we expressly agree to their validity in writing or in text form (§ 126b BGB).
4. Silence regarding the buyer’s terms and conditions shall not be deemed acceptance.
5. Insofar as these GTC do not contain provisions, the statutory provisions shall apply.

2. Conclusion of Contract and Form

1. Our offers are non-binding and subject to change.
2. A contract shall only come into existence through our order confirmation in text form or by delivery of the goods.
3. Amendments and additions require text form; individual agreements shall take precedence.
4. Our employees are not authorized to make verbal side agreements without corresponding authority.

3. Prices

1. The agreed prices shall apply plus statutory value-added tax.
2. If a period of more than four months lies between the conclusion of the contract and delivery, we shall be entitled to adjust prices reasonably, provided that essential cost factors (e.g. raw materials, energy, transport, or customs costs) have demonstrably changed.
3. Price increases exceeding 10% shall entitle the buyer to withdraw from the contract.

4. Delivery and Transfer of Risk

1. The place of performance is our warehouse in Frankfurt am Main.
2. Unless otherwise agreed, shipment shall be at the buyer’s expense and risk (§ 447 BGB).
3. Partial deliveries shall be permissible insofar as they are reasonable for the buyer.
4. Deliveries to third parties shall only be made upon express agreement in text form.

5. Pallet Regulation

1. Deliveries on Euro pallets (1,200 × 800 mm, CCG standard I or II) must be returned in immediate exchange in the same quality.
2. If no immediate exchange takes place, we shall be entitled to charge EUR 20.00 per pallet.
3. The buyer may prove that no damage or a lesser damage has occurred.

6. Port and Import Deliveries

1. If goods are delivered by sea freight and are not cleared within the free storage period, the buyer shall bear all resulting costs (demurrage, storage fees, port charges).
2. If the buyer decides to leave the goods at the port of destination, they shall bear all costs and risks.

7. Storage and Delay in Acceptance

1. If goods ready for dispatch are not called off within 15 calendar days, we may charge storage costs of EUR 5.00 per pallet/day.
2. After an unsuccessful expiry of 30 days, we shall be entitled, after setting a reasonable deadline, to withdraw from the contract or to claim damages instead of performance.
3. Statutory rights shall remain unaffected.

8. Payment Terms

1. Invoices are due immediately and without deduction, unless otherwise agreed.
2. In the event of default in payment, the buyer shall owe default interest of 9 percentage points above the base interest rate (§ 288 para. 2 BGB).
3. The assertion of further damages for default remains reserved.
4. The buyer shall only be entitled to rights of set-off and retention if counterclaims are undisputed, recognized, or legally established.

9. Advance Payments

1. In the case of agreed advance payments, ordering/production shall only take place after receipt of payment.
2. In the event of cancellation by the buyer, we shall be entitled to claim the actual damage incurred.
3. Advance payments already made shall be offset against the damage incurred; the buyer may prove a lesser damage.

10. Retention of Title

1. The delivered goods shall remain our property until full settlement of all claims arising from the business relationship.
2. The buyer may resell the reserved goods in the ordinary course of business.
3. Claims arising from resale in the amount of the invoice value are hereby already assigned to us.
4. In the event of default in payment, we shall be entitled to demand return of the reserved goods.

11. Warranty

1. The statutory rights for defects shall apply.
2. The buyer shall be obliged to inspect the goods immediately upon receipt (§ 377 HGB) and to notify recognizable defects in writing within 7 calendar days.
3. In the case of justified complaints, we shall provide subsequent performance at our discretion (repair or replacement delivery).

12. Liability

1. We shall be liable without limitation in cases of intent, gross negligence, and for injury to life, body, or health.
2. In the case of simple negligence, we shall only be liable for essential contractual obligations (cardinal obligations), limited to the foreseeable damage typical for the contract.
3. Liability for loss of profit or other indirect damages in cases of simple negligence shall be excluded.
4. Liability under the Product Liability Act shall remain unaffected.
5. The above limitations shall also apply to our vicarious agents.

13. Cancellation of Transport

Transports organized by us must be canceled or postponed in text form at least 10 working days before shipment. Costs already incurred shall be borne by the buyer.

14. Jurisdiction and Applicable Law

1. The place of jurisdiction for all disputes shall be Frankfurt am Main.
2. The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

15. Final Provisions

Should any provision of these GTC be wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall apply in place of the invalid provision.

16. Product Characteristics / Customary Commercial Deviations

1. In FMCG, customary commercial deviations in recipe, packaging, labeling, color, weight, and design are permissible, provided that marketability and legal conformity are not impaired.
2. Changes by the manufacturer or production-related adjustments shall not constitute a defect.
3. Minor breakage, shrinkage, or quantity differences shall not be considered a material defect.

17. Minimum Shelf Life (MHD)

1. Delivery shall be made with a remaining shelf life customary in the industry, unless otherwise agreed.
2. Falling below customary remaining shelf life shall only constitute a defect if expressly agreed in writing.
3. Reduced shelf life in promotional, seasonal, or clearance goods shall not constitute a defect.

18. Promotional, Seasonal, and Clearance Goods

1. Such goods are excluded from exchange.
2. Returns shall only take place in the case of justified complaints.
3. Price reductions due to subsequent market changes shall not give rise to a claim for retroactive credit.

19. Inspection and Complaint Obligation (FMCG)

1. The buyer shall inspect the goods immediately upon delivery for quantity, identity, transport damage, temperature (for chilled goods), and shelf life.
2. Obvious defects must be reported in writing within 3 working days.
3. Temperature deviations must be documented at the time of handover and confirmed by the carrier.
4. If proper notification is not made, the goods shall be deemed approved (§ 377 HGB).

20. Refrigerated and Temperature-Controlled Goods

1. Responsibility for maintaining the cold chain passes to the buyer upon transfer of risk.
2. Liability for interruptions of the cold chain after transfer of risk is excluded.
3. Complaints regarding temperature deviations are only permissible with a complete temperature record.

21. Recall and Product Risk

1. In the event of a product recall or market measure, the parties shall inform each other immediately.
2. Recall measures shall be carried out in coordination with the manufacturer, taking into account food and product safety regulations.
3. Costs shall be borne by the party whose sphere of responsibility caused the issue.
4. Independent public communication by the buyer requires our prior coordination, unless there is a legal obligation for immediate action.

22. Import and Container Goods

1. Delivery periods are subject to timely self-supply.
2. Delays due to customs, port congestion, lack of freight space, or force majeure shall extend delivery times accordingly.
3. Demurrage, detention, or storage costs shall be borne by the buyer if incurred after transfer of risk or due to lack of cooperation.

23. Chargebacks / Trade Deductions

1. Chargebacks or deductions by the buyer are only permissible if objectively justified and agreed in advance.
2. Lump-sum listing, marketing, or promotional deductions require express agreement.
3. Unauthorized chargebacks entitle us to claim full payment.