General Terms and Conditions
Section 1 General - Scope
1. The General Terms and Conditions apply to all current and future business relationships.
2. Any deviating, contradictory or supplementary General Terms and Conditions, even if known, shall not become an integral part of the purchase contract, unless we have expressly agreed to such terms and conditions in writing.
Section 2 Conclusion of Contract
1. Our offers are non-binding. Technical changes as well as changes in form, colour and/or weight are permitted within reasonable limits.
2. By ordering the goods the Customer makes a binding declaration that they want to purchase the ordered goods. We are entitled to accept the contractual offer in the order within two weeks of receipt. Acceptance can either be declared in writing or by delivering the goods to the Customer.
3. Verbal agreements or assurances require written confirmation by us to be effective.
4. We are entitled to adjust the order quantity up or down from our standardised packaging units within reasonable limits without informing the Customer.
Section 3 Delivery
1. Delivery dates and deadlines are only binding if they have been confirmed by us in writing and the Customer has informed us or provided us with all the information and documents required to carry out the delivery and has paid any agreed advance payments as agreed. Agreed deadlines shall commence with the order confirmation date. In the event of any additional or supplementary orders made later the deadlines shall be extended accordingly.
2. Unforeseeable events, such as force majeure, official directives, industrial disputes and any other events that lie outside our control and are not our responsibility shall release us from the obligation of punctual delivery or performance for their duration. Agreed deadlines are extended by the duration of the disturbance; the Customer shall be appropriately informed as soon as the disturbance starts. If the end of the disturbance is not foreseeable or lasts longer than three months, each Party is entitled to withdraw from the contract.
3. We are entitled to carry out orders in partial deliveries.
Section 4 Purchase Price
1. Deliveries are made at the prices valid on the day the order is received according to our latest price list plus value added tax at the applicable rate.
2. Payment of the purchase price is made immediately upon receipt of the invoice without deduction unless agreed otherwise.
3. In the event of payment by Third Parties, in particular as part of a del credere agreement, the goods are only considered to have been paid for in full once we have received the payment.
4. We only accept cheques on account of performance free of any costs or charges.
5. The Customer is only entitled to offset amounts if their counter-claim is undisputed or has been established to be legally valid. The Customer is only entitled to assert a right to withhold payment when their counter-claim is based on the same contract, is undisputed or has been established to be legally valid.
6. Our total claims against the Customer are due for payment immediately, with agreed payment in instalments the outstanding payment of the balance is immediately due in the full amount, if the payment terms and conditions are not adhered to without due cause or we become aware of a significant deterioration in the Customer's financial circumstances after concluding the contract. In this case we are also entitled to only provide the outstanding delivery quantities and services with advance payment or the provision of security. If the Customer has not provided the advance payment after an appropriate grace period has expired then we are entitled to fully or partly withdraw from the contract. This does not affect our right to assert other rights.
7. In the event of agreed payment deadlines being exceeded, default interest of 8% over the basic interest rate is due.
Section 5 Retention of Title
1. We reserve the title to the goods supplied by ourselves until full payment of all claims from an ongoing business relationship.
2. The Customer is obligated to treat the goods carefully.
3. The Customer is obligated to immediately inform us of any third party access to the goods, for example in the case of seizure, as well as any damage or destruction of the goods. The Customer must immediately notify us of any change in possession of the goods as well as any change in the seat of the company.
4. We are entitled to withdraw from the contract and demand that the goods be returned in the event of any conduct by the Customer in breach of the contract, in particular in case of any delay in payment or in case of any breach of any duty under sections 2 and 3 of these provisions.
5. The Customer is entitled to utilise the goods in accordance with normal business operations. However, the Customer hereby assigns to us all amounts owed to them by purchasers or third parties from resale or processing to the extent of the final invoice amount (including sales tax) and regardless of whether or not the goods are utilised without or after processing. We hereby accept such assignment. The Customer is entitled to recover such amounts even after assignment. Our authority to recover any amounts owing shall not be affected by this. However, we shall not recover any amounts owing if the Customer fulfils their duties of payment from the money received, is not late in payment and in particular no application for the commencement of insolvency proceedings or the undertaking of an out-of-court settlement has been made with the creditors for the settlement of debts (Art 305 Section 1 No. 1 Insolvency Regulations (IR)), no cheque or bill of exchange proceedings or a cessation of payment exists. If, however, this is the case we may demand that the Customer notifies us of the assigned claims and the respective debtors, supplies all the information necessary for collection, provides documentation for this and notifies the debtor (third party) of the assignment.
The authority to recover shall relate to the total balance claim.
6. The processing or transformation of the goods by the Customer shall always be undertaken for us. In the event that the goods are processed with other objects not belonging to us we shall acquire part-ownership in the new object in proportion to the value of the goods supplied by us to the other processed objects. The same shall apply if the goods are mixed with other objects not belonging to us.
7. We undertake to release any securities available to us at the request of the Customer if the value of the securities that can be realised exceeds the claims to be secured by more than 20%. The value that can be realised is the Customer's purchase price or in the case of the processing of goods subject to retention of title, the production costs of the secured goods or the share of the part-ownership if the Customer cannot establish a lower value for the goods subject to retention of title that can be realised. The choice of the securities to be released shall be determined by us.
8. The Customer shall store the goods subject to reservation at no cost to us. They must insure them against fire, theft and water to the customary extent. The Customer hereby assigns their claims for compensation against insurance companies or other liable third parties resulting from the afore-mentioned damages at the amount of the invoice value of the goods to us. We accept this assignment.
Section 6 Transfer of Risk
1. The risk of accidental loss or accidental deterioration of the goods shall transfer to the Customer upon handover, in case of purchase to destination, upon the delivery of the goods to the forwarding agent, the freight carrier, or any other person or entity designated to carry out the shipment.
2. The handover shall be deemed to have taken place even if the Customer delays in accepting the item.
3. Deliveries are not insured. The costs for insurance requested by the Customer are at their own expense.
4. If the Customer collects the good themselves, the storage of goods is at the Customer's expense and risk in the event of non-compliance with the collection date.
Section 7 Warranty, Duty to Inspect
1. Initial warranty for defective goods is provided in the form of remedial repair or replacement according to our choice.
2. Where supplementary performance fails, the Customer may demand a reduction of payment or withdraw form the contract according to their choice. In the event of a minor infringement of the contract agreement, particularly for marginal defects, the Customer is not entitled to withdraw.
3. The Customer must notify us of any obvious defects within a deadline of eight days from receipt of goods; otherwise the assertion of a warranty claim is excluded.
The timely dispatch is deemed sufficient for compliance with the deadline. The Customer shall bear the full burden of proof in relation to all prerequisites for making a claim, particularly with regard to the defect itself, the time the defect was established and the promptness of the notification of defects.
4. If the Customer chooses to withdraw from the contract on the grounds of defect of title or material defect following failed subsequent performance, they are not eligible for any claims for damages on the grounds of the defect. If the Customer chooses to claim compensation after failed subsequent performance, the goods shall remain with the Customer insofar as this is reasonable. Compensation is limited to the difference between purchase price and the value of the defective goods. This shall not apply if we have maliciously violated the contract.
5. The warranty period is one year from delivery of goods. This shall not apply if the Customer does not report the defects to us in good time (Section 3 of these provisions).
6. The Customer shall receive no guarantees from us in the legal sense.
Section 8 Liability limitations
1. In the case of slightly negligent breaches of duty our liability is limited to the kind of damage that is predictable and typical and average for this kind of goods. This shall also apply in the case of slightly negligent breaches of duty by our legal representatives or agents. We are not liable in the case of slightly negligent breaches of insignificant contractual obligations.
2. The above limitations of liability do not affect Customer claims resulting from product liability. Furthermore, the limitations of liability do not apply to damages resulting from injury to life, body or health or loss of the Customer's life attributable to us.
3. Claims for damages by the Customer on the grounds of a defect fall under the statute of limitation after one year from delivery of the goods. This shall not apply if we are accused of fraudulent intent, as well as in the case of damages resulting from injury to life, body or health or loss of the Customer's life attributable to us.
Section 9 Collection
Only the people authorised by us are entitled to accept methods of payment. Delivery drivers are only entitled to collect if they have valid collection identification from us.
Section 10 Empties
Any objects handed to the Customer on loan (e.g. transport containers, churns, bottles and boxes) shall also remain our property even if a deposit is paid. They must be returned to us by the Customer in an immaculate condition immediately after the intended use, otherwise we are entitled to charge for replacement costs. Disposal packaging shall not be taken back.
Section 11 Place of Fulfilment and Jurisdiction
1. The place of fulfilment for delivery and payment is Cham.
2. The sole place of jurisdiction for all disputes arising from this contract is Cham. The same shall apply if the Customer does not have general jurisdiction in Germany or their place of residence or habitual place of residence is not known at the time the complaint is filed.
Section 12 Concluding Provisions
1. The law of Germany shall apply. The UN International Sale of Goods' provision shall not apply.
2. In the event that individual provisions of the contract with the Customer, including these General Terms and Conditions, are or become entirely or partly ineffective, the remaining provisions of this contract are not affected by this. The entire or partially invalid provision shall then be replaced by a provision whose economic purpose comes as close as possible to that of the invalid provision.