General Terms and Conditions

1. Validity of the terms and conditions

Our deliveries, services and offers are made exclusively on the basis of these terms and conditions. Counter-confirmations of the purchaser with reference to his terms and conditions of business and purchase are hereby rejected. Deviations from these terms and conditions shall only be effective if we confirm them in writing.

2. Conclusion of contract

Offers contained in advertisements, brochures, price lists, etc. are subject to change and non-binding. Samples, illustrations, etc. and all information on performance data shall only be binding if this is expressly stated. In the case of specially prepared offers, we shall be bound by the specified deadlines, otherwise 30 calendar days. All orders and agreements, also verbal and by telephone, are only binding for us if and insofar as we confirm them in writing or comply with them by sending the goods and invoice. Irrespective of this, the customer is bound to his order for four weeks.

3. Prices and price changes

All prices are net prices without value added tax, which the orderer has to pay in their respective legal height. If the value of the order is less than € 400,– we will charge postage and packaging in the amount of € 8,50. For refrigerated goods and dry ice, additional charges of € 21.50 and € 26.00 per crate, respectively, will be invoiced. Our price lists applicable at the time of delivery or provision shall apply.

4. Delivery times

In the absence of any written agreement to the contrary, delivery dates quoted are subject to change without notice and are subject to the possibility of delivery. We shall endeavor to comply with the stated delivery dates at all times. If delivery is delayed for a reason for which we are not responsible, we shall be entitled to postpone delivery for the duration of the hindrance plus a reasonable start-up period. If the impediment lasts for an unreasonably long time, the customer shall be entitled to withdraw from the contract with regard to the part not yet fulfilled after setting a reasonable period of grace. We are entitled to make partial deliveries to an extent reasonable for the customer and in accordance with the calculation at any time.

5. Transfer of risk

The risk shall pass to the customer as soon as the consignment has been handed over to the person carrying out the transport or has left our business premises for the purpose of dispatch. If shipment becomes impossible through no fault of our own, the risk shall pass to the customer upon notification of readiness for shipment.

6. Warranty and liability

If the goods are defective during the term of the warranty or – if no term is specified – during the warranty period due to manufacturing or material defects, we shall, at our discretion, either deliver a replacement or remedy the defect. The purchaser shall only have the right to rescission or reduction of the purchase price if repair or replacement proves impossible or is delayed or otherwise fails due to circumstances for which we are responsible. The purchaser must notify us in writing of any defects without delay, but at the latest within one week of delivery, sending us the delivery bill and – as far as possible – a sample.
To a large extent we are liable – except for claims for damages according to §§ 463, 480 Abs.2, 635 BGB (German Civil Code) due to the absence of warranted characteristics – only in the case of intent, gross negligence and culpable violation of essential contractual obligations and only for damages whose occurrence was foreseeable at the time of conclusion of the contract. The above liability provision shall apply to all claims of the customer, irrespective of the legal grounds.
Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, representatives and vicarious agents.

7. Retention of title

The delivered goods shall remain our property as reserved goods until payment of the purchase price and settlement of all claims existing from the business relationship of the claims still arising in connection with the object of purchase. The inclusion of individual claims in a current invoice or the striking of a balance and the recognition thereof shall not cancel the retention of title. In the event of default in payment on the part of the customer, we shall be entitled to take back the reserved goods after issuing a reminder and the customer shall be obliged to surrender them. If goods subject to retention of title are sold by the customer alone or together with goods not belonging to us, the customer hereby assigns to us the claims arising from the resale in the amount of the value of the goods subject to retention of title with all ancillary invoices and ranking before the rest. The value of the goods subject to retention of title is our invoice amount plus a security surcharge of 10%, which, however, remains out of account insofar as third party rights oppose it. Source language: GermanIf the resold goods are our property, the assignment of the claims shall extend to the amount corresponding to the share value of our co-ownership.

The same shall apply to the retention of title; the advance assignment shall extend to the balance of the claim. The customer is entitled and authorized to resell the reserved goods in the usual, proper course of business and only on the condition that the claims in the sense of the preceding paragraph are actually transferred to us. The customer shall not be entitled to dispose of the reserved goods in any other way, in particular by pledging them or assigning them as security. Subject to revocation, we shall authorize the customer to collect the claims assigned in accordance with the above paragraph. We shall not make use of our own right of collection as long as the purchaser meets his payment obligations, including those to third parties. At our request, the Buyer shall name the debtors of the assigned claims and notify them of the assignment.

The purchaser must inform us immediately of any compulsory execution measures by third parties against the goods subject to retention of title or against the assigned claims, handing over the documents necessary for the objection. The right to resell the reserved goods and the authorization to collect the assigned claims shall expire upon cessation of payments, filing for or opening of bankruptcy proceedings, judicial or extrajudicial composition proceedings; in the event of a check protest, the authorization to collect shall also expire. If the value of the securities granted exceeds our claims by more than 15 %, we shall be obliged to retransfer or release them to this extent. Upon settlement of all our claims, ownership of the goods subject to retention of title and the assigned claims shall pass to the Buyer.

8. Payment

Our invoices are payable within 30 days of the invoice date without deduction. Invoices for work services are payable immediately net. The day of payment shall be the day on which we can dispose of the money. Without our agreement, payments are to be credited against the claims according to § 366 Abs.2 BGB (German Civil Code), in spite of other regulations of the customer. We expressly reserve the right to refuse checks and bills of exchange. Acceptance shall always be on account of payment only. Discount or bill charges shall be borne by the purchaser and shall be due immediately. If the purchaser is in default, we shall be entitled to charge interest at a rate of 4% above the respective discount rate of the Deutsche Bundesbank. The customer has the possibility to prove that no or lower damages have been incurred. If we are able to prove a higher damage caused by delay, we shall be entitled to assert a claim. If the customer does not meet his payment obligations, in particular if he does not honor a check or bill of exchange or stops his payments, or if we become aware of other circumstances that call his creditworthiness into question, we shall be entitled to declare all our claims against the customer due and payable, even if we have accepted checks or bills of exchange. We shall then also be entitled to demand advance payments or the provision of security, as well as to withdraw from the contract after a reasonable period of grace, or to demand damages for non-performance. The customer is only entitled to set-off or retention if we have expressly agreed in writing or if the counterclaims are undisputed or have been legally established, or the right of retention as his counterclaim is based on the same contractual relationship.

9. Place of jurisdiction; partial invalidity; applicable law

The place of jurisdiction for all possible disputes is Königstein/Ts., insofar as the purchaser is a registered trader in the sense of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law. The law of the Federal Republic of Germany shall apply exclusively. The application of the Vienna UN Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded.