1. These terms and conditions apply to all current and future business relationships between us and the buyer, who acknowledges them with the placing of the order, at the latest by the partial or complete acceptance of the goods. If the buyer’s business relations deviate from our terms of delivery and payment, these do not become part of the contract even if the buyer confirms the order on his terms and we do not object to this. It also does not constitute consent to any different terms and conditions of the buyer when we refer to a letter containing or referring to these terms and conditions. Unless otherwise stipulated below, the statutory provisions shall apply in addition.
2. The written contract of sale, including these terms of delivery and payment, is solely decisive for the legal relations between the buyer and us. Amendments require written confirmation by us. With the exception of managing directors and authorized representatives, our employees are not authorized to make oral statements with binding effect for us. In order to preserve the written form, transmission by fax is sufficient; moreover, the transmission of telecommunications law, in particular by e-mail, is not sufficient.
3. In the case of long-term supply contracts, the prices stated are subject to change. The list prices valid at the time of delivery shall be deemed to have been agreed.
4. Our prices are non-VAT. VAT is shown separately when invoices are issued. The legally binding basis for the invoicing is the delivery note.
5. The basis for the price calculation of our sales and delivery units is the price for the consumer unit. The buyer undertakes to sell the goods immediately in order to guarantee the quality and freshness of the goods to the end customer.
Transport / Carrying of danger
1. Delivery is carried out at our discretion either by van free house othe freight-free station. Other transport costs of any kind, including special charges for express and express shipments and self-collection costs, shall be borne by the Buyer.
2. We do not deliver to third parties on behalf of our buyers.
3. The buyer bears the risk of transport, as long as the goods are not delivered with our vehicles. Place of performance is the registered office of our sales office.
4. The goods will be delivered at our discretion and, if possible, on Euro exchange pallets with the dimensions 1,200 x 800 mm according to CCG standard | or II, we reserve the right to reserve other charge heights. These pallets are immediately to be exchanged back, train by turn in the same quality as the handed pallets. If this immediate exchange is exceptionally not possible, we may not incur any additional costs as a result. In these cases, pallet replacement must take place in a timely manner. This also applies to all other carriers (Düsseldorfer, Euro II pallets, etc.) unless they are pallets of a property pool operator for which separate agreements have been concluded.
Delivery reservations / inventory entry
1. The acceptance of the orders and their execution takes into account our delivery capacity and the principle of freshness of the products. In these cases, we expressly reserve the right not to fulfill orders or – to a reasonable extent for the buyer – only with partial deliveries. Partial deliveries shall be deemed reasonable if the partial delivery is usable for the buyer,
– – the delivery of the remaining ordered goods is ensured and the buyer does not incure any significant additional costs or additional costs (unless we agreed to cover these costs)
2. In the interests of the freshness and quality of our goods, we reserve the right not to accept or execute orders, or only partially, if weather-related circumstances may lead to a reduction in the quality of our products, or if orders exceed the average demand for the period resulting from the scheduled attendance or delivery rhythm. In these cases, our delivery is subject to change.
3. To check the freshness and quality of the products, the buyer allows our employees access to his warehouse. .
1. Any recognizable defects or quantity errors must be noted on the receipt of the goods and additionally notified to us immediately in writing. Hidden defects, which were recognizable during a careful examination, must be notified in writing within a period of 3 days after receipt of the goods. For the rest, Sections 377 ff of the German Commercial Code (HGB) apply. For the timeliness of the display, its receipt with us or with our delivery officers is decisive.
2. In the event of defective delivery, the buyer is entitled to a subsequent delivery of defect-free goods.
Retention / Set-off / Processing fees
1. The buyer’s rights of set-off and retention are excluded insofar as these are not claims that have been recognized by us or established by a final judgment.
2. Processing fees – of any kind – in the movement of goods and invoices are generally not recognized and refunded.
1. Insofar as no due claims are open, payments must be made within 21 days of receipt of the goods purely net without deduction.
2. Deferred claims become due immediately in the event of the buyer’s loss of assets.
3. In the event of a delay in payment by the buyer, we are entitled to demand interest on arrears equal to the statutory interest rate.
4. After the order request is received, the buyer pays 20% of the order fee so that order can be placed. In cases such as cancellation of orders, the Company retains the 20% payment for its own assurance.
1. Until the buyer’s payment obligations from the business relationship with us have been repaid, the delivered goods remain our property. In the case of an ongoing invoice, the reserved property shall be deemed to secure our balance claim.
2. The buyer is entitled to resell the goods subject to retention of title in the ordinary course of business. The buyer already assigns the claims of the customer from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including VAT). The buyer remains authorized to collect the claim even after the assignment. Our power to collect the claim itself remains unaffected. However, we will not collect the claim as long as the buyer fulfils his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payment has been discontinued. The buyer is obliged to inform his customers, at our request, of the assignment of claims made to us. In addition, we are also authorized to notify the assign of to us receivable to the customers of our buyer.
1. The manufacturer is liable without limitation for damages due to guaranteed properties. The same applies to damage resulting from injury to life, body or health.
2. In addition, the manufacturer is only liable for intent and gross negligence, including our legal representatives, employees or other vicarious agents, unless an obligation is violated, the observance of which is of particular importance for the achievement of the purpose of the contract and enables the proper execution of the contract in the first place and on whose compliance the buyer may regularly rely and/or obligations whose violation jeopardize the achievement of the purpose of the contract (essential contractual obligation). In the event of a breach of an essential contractual obligation, the manufacturer shall also be liable for slight negligence. Liability, however, is limited to such damages, the occurrence of which must typically be expected.
3. Liability under the Product Liability Act remains unaffected.
Place of jurisdiction / Final provisions
1. The place of jurisdiction is exclusively Frankfurt am Main.
2. The nullity or ineffectiveness of any of the provisions of these terms and conditions of delivery and payment shall not result in the nullity or invalidity of the remaining provisions. On the contrary, the parties then undertake to replace such a provision with one which comes closest to the will of the parties and enables the economic purpose of this contract in a legally permissible manner. German law applies to the exclusion of the UN Convention on the International Sale of Goods.