Terms and Conditions
§ 1 validity
The following terms and conditions of sale and delivery apply only in trade with merchants, legal persons under public law or special funds under public law. They apply to all contracts, deliveries and other services. Purchase conditions of the buyer is thus contradicted and do not apply.
§ 2 Offer and conclusion
2.1 All offers are non-binding.
2.2 Orders shall be deemed accepted if confirmed by the Seller either in writing or immediately after receipt of the order or on schedule
be executed. Then the invoice is considered as order confirmation.
2.3 The prices are - unless otherwise agreed - free ramp of the buyer or agreed unloading and charges for the proper
Fulfillment of obligations under the Packaging Ordinance (disposal of packaging). In addition there is the respectively valid VAT.
§ 3 Delivery times and default
3.1 Unless a written commitment expressly designated as binding by the Seller or an oral commitment by the Management or
unlimited authorized persons of the seller, a delivery period is only approximate agreed.
3.2 The delivery period shall be extended - also in the event of default - in case of force majeure, strikes, lockouts, interventions by national and international authorities, as well as all unforeseen obstacles that arise after the conclusion of the contract, which the seller is not responsible for, insofar
Such obstacles are proven to have a significant impact on the delivery of the products sold.
This also applies if these circumstances occur with the suppliers of the seller and their subcontractors. The buyer may require the seller to explain whether he wishes to withdraw or deliver within a reasonable time. If the seller does not declare, the buyer can resign.
Claims for damages are excluded in these cases.
3.3 For deliveries delayed or omitted by fault of his subcontractor (impossibility 1), the seller is not liable in any case. The seller agrees, however, to assign any claims for compensation against the supplier to the buyer.
3.4 The right of the buyer to withdraw after fruitless expiration of a reasonable period of grace set for the seller remains unaffected.
3.5 The purchased goods are to be accepted within the agreed delivery time, without it being necessary to set a grace period. In case of delayed acceptance by the buyer, the seller is entitled to deliver the goods and to charge them at the agreed price or to withdraw from the contract. At the agreed price is the
Seller only bound for the agreed delivery time: if the daily price is higher in case of late delivery, this will be used. Compensation for delay of the buyer remains unaffected.
3.6 The buyer is obliged to accept partial deliveries, as far as this is reasonable.
3.7 A return of delivered goods (return) is only possible by express agreement with the seller. If goods are nevertheless returned, the mere return does not constitute recognition of a credit note, even if the receipt of goods is acknowledged. The burden of proof regarding any defects of the goods lies with the buyer in this case.
3.8 If the seller becomes aware of facts after the conclusion of the contract - in particular default of payment with respect to previous deliveries - which, according to due commercial judgment, indicate a material deterioration of the asset, the seller is entitled to advance payment or equivalent
To demand collateral and in case of refusal to withdraw from the contract, partial deliveries already made are due immediately.
§ 4 Shipping and Transfer of Risk
4.1 Shipping route and means are, unless otherwise agreed, the choice of the seller.
4.2 The statutory provisions (§§ 446 ff. BGB) apply to the transfer of risk, irrespective of whether the shipment is made from the place of performance and who bears the freight charges.
4.3 If the shipment is delayed on request or for the fault of the buyer, the goods are stored at the expense and risk of the buyer. In this case, the readiness for delivery is the same as the shipping.
§ 5 Labeling during transport. The labeling of the goods during transport is based on the generally accepted ECR standards. Deviations from this are possible and bilateral too
§ 6 Packaging / Packaging Ordinance
6.1 Unless otherwise agreed between the seller and the buyer, a return of one-way packaging (sales, transport and outer packaging) is excluded, unless otherwise stipulated by mandatory statutory provisions. It is also ineligible if a dual system of waste disposal has been set up, involving the manufacturer or distributor of the product and recognized by the competent authorities in accordance with the relevant provisions of the Packaging Ordinance in its current form.
6.2 Returnable packaging must be returned at specified times agreed with the seller.
6.3 Lump-sum costs for reusable packaging for milk, yoghurt etc. are to be recorded in separate invoices between seller and buyer. The same applies to disposable packaging, as far as this is done according to the Packaging Ordinance a Pfanderhebung.
6.4 The other means of transport provided by the seller to the buyer, such as Roll containers and other containers remain the property of the seller, even if the deposit is deposited. They are to be returned by the buyer after purposeful use. Otherwise, the seller is entitled to charge the buyer the replacement cost.
6.5 If the buyer (consignee) assumes all obligations under the Packaging Ordinance itself, the product price will be recalculated.
Conversely, the buyer confirms that he exempts the seller (supplier) from all obligations and requirements under the Packaging Ordinance and ensures the proper implementation of these regulations.
§ 7 Terms of payment
7.1 Unless otherwise agreed, payment shall be made immediately upon receipt of the invoice without any deductions.
7.2 The buyer may only set off against undisputed or legally established claims: Rights of retention are only valid if they are based on the same contractual relationship. If the claimed defect is minor in relation to the purchase price of the defective goods or of the entire order, the refusal to pay the purchase price is excluded in principle.
7.3 One-sided invoices for the disposal of packaging material, in particular transport packaging, are not permitted.
7.4 Payments can only be accepted effectively by the Seller's employees and commission agents if they have a valid collection authority.
§ 8 direct debit
8.1 In accordance with SEPA requirements, we will shorten the pre-notification deadline for direct debit and debit authorizations to the minimum period of one business day (24 hours). Alternatively, the payment due date (which corresponds to the debit date) is on your invoices.
8.2 The buyer warrants to provide for the cover of the account. Costs incurred due to non-payment or reversal of the direct debit shall be for the account of the purchaser, as long as the non-redemption or the chargeback was not caused by our company.
§ 9 Liability for defects
For defects the seller is only liable as follows:
9.1 The goods must be checked immediately upon receipt. Notifications of defects and other complaints, including with regard to warranted characteristics, must be submitted within 24 hours at the latest, for liquid milk products (eg milk, yoghurt, cream) 6 hours after receipt of the goods, in any case before processing and passing on to third parties available. The burden of proof lies with the buyer.
9.2 Complained goods must be properly stored and handled. Returns can only be made with the agreement of the seller. Opened boxes and sliced loaves etc. are not taken back. Semi-hard cheese must not be cut for qualitative examination, but only be drilled.
9.3 If goods are to be delivered directly to buyers of the Buyer, the Buyer shall be responsible for complying with the provisions of the two preceding paragraphs.
9.4 In the case of justified complaints, credit or replacement will be made at the discretion of the seller by delivery of faultless goods. If the replacement delivery is faulty, the buyer has the right of reduction or conversion at his discretion.
9.5 If the goods sold lack a guaranteed property at the time of transfer of risk, the buyer is entitled to a right of withdrawal. He can only demand compensation for non-performance insofar as the assurance has the purpose of protecting him against this.
§ 10 General limitation of liability
10.1 The liability of the seller is exclusively based on the agreements made in the preceding sections.
Claims for damages of the buyer due to culpa in contrahendo, breach of contractual secondary obligations and unauthorized actions are excluded, unless they are based on gross negligence on the part of the seller or one of his vicarious agents.
10.2 In case of breach of essential contractual obligations, the seller is also liable for slight negligence; In this case, however, his liability is limited to the replacement of foreseeable and typical damages. The limitation of these claims is governed by the statutory provisions from the receipt of the goods by the
Buyer (§§ 439 ff. BGB and § 439 HGB).
10.3 Claims under the Product Liability Act remain unaffected by the above provisions.
§ 11 Foodstuffs regulations
11.1 The seller is a substitute manufacturer of imported goods from third countries, and he is responsible for goods from countries of the European Union (EU single market) within the framework of the German and the common EU food law regulations.
11.2 The delivered imported goods are regularly examined for their food safety by random sampling on behalf of the seller or the buyer by the Investigation & Service GmbH in Bonn.
11.3 If the goods are objected to by the Investigation & Service GmbH in Bonn with regard to the compliance with food law regulations (German and European law), which concern the product safety and safety, the investigation & service GmbH in Bonn informs the customer immediately, who makes the necessary notifications to the competent authorities, in particular under Article 19 EU Regulation 178/2002, and informs the purchaser or the holder of the goods in the chain of distributors accordingly.
11.4 The Buyer is obliged to immediately notify the Seller of any relevant objection by official inspection bodies to the imported goods.
If a sample is taken by a government agency, the counterparty must be ensured for the seller, kept in a proper manner and the sampling immediately reported to the seller.
11.5 Without prejudice to the reporting obligations of the seller or the buyer, it must be checked whether there is a duty to recall the goods in accordance with EU Regulation 178/2002, Equipment and Product Safety Act or any other relevant legal provisions in order to ensure the safety of the consumer. Therefor
sellers and buyers bear the respective responsibility as a distributor.
11.6 If both contracting parties have a hygiene plan (HACCP), the compatibility of the interfaces takes place in agreement.
§ 12 Retention of title
12.1 The delivered goods remain the property of the seller until full payment of the purchase price and repayment of all claims resulting from the business relationship as reserved goods. This also applies if payments are made on specially designated claims. The deposit of individual
Claims in a current account or the balance and their recognition do not cancel the reservation of title. If the Purchaser gives rise to a bill of exchange liability if the Buyer pays the purchase price, the retention of title does not expire before the bill of exchange is honored
by the buyer as a drawee.
12.2 In the event of breach of contract by the Buyer, in particular in the event of late payment, the Buyer is obliged to return the goods. In the withdrawal as well as in the seizure of the commodity by the salesman a resignation of the contract exists only if the salesman expressly declares this in writing. In the case of seizure or other interventions by third parties, the buyer must immediately notify the seller in writing and in case of imminent danger also by telephone.
12.3 The Buyer is entitled to resell or sell the purchased goods in the normal course of business, provided that the claims from the resale are transferred to the Buyer as follows:
12.4 The Buyer hereby assigns to the Seller all claims in the amount of the final invoice amount (including VAT) of the Seller's claims arising from the resale against his customers or third parties, regardless of whether the purchased item is without / or has been sold after processing. To collect this claim, the buyer remains authorized even after the assignment. The right of the seller to collect the claim itself remains unaffected. However, the seller undertakes not to collect the claim as long as the buyer meets his payment obligations from the proceeds received, does not default on payment and, in particular, no petition for the opening of insolvency proceedings, or cessation of payments. If this is the case, the seller may demand that the buyer informs him of the assigned claims and their debtors, provides all information necessary for collection, hands over the related documents and notifies the debtors (third parties) of the assignment.
12.5 In the context of the retention of title, the processing or transformation of the purchased item by the buyer is always carried out for the seller. If the goods are processed or inseparably mixed with other items not belonging to the seller, the seller acquires co-ownership of the new item in proportion to the value of the other processed or mixed items at the time of processing or mixing. If a mixing takes place in such a way that the item of the buyer is to be regarded as the main item, then it is agreed that the buyer assigns proportional co-ownership to the seller. The buyer keeps the resulting sole ownership or co-ownership for the seller. Incidentally, the same applies to the goods resulting from processing or mixing as for the purchased goods under retention of title.
12.6 The seller undertakes to release the securities to which he is entitled on request of the buyer to the extent that the realizable value of the securities of the buyer
Seller who exceeds claims to be secured by more than 10 percent; The choice of securities to be released is incumbent upon the seller.
12.7 The Seller and its representatives shall be entitled, in the case of suspension of payment by the Buyer, to inspect all documents alone or together with the Buyer.
to enter all the rooms and request all information to determine the extent of the rights arising from the retention of title and their forms of expansion
and to take all measures to ensure that it is safe.
§ 13 Privacy
The Buyer is hereby informed that the Seller will use the personal data obtained in the course of business in accordance with the
Provisions of the Federal Data Protection Act processed.
§ 14 Applicable law
The law applicable in the Federal Republic of Germany shall apply to the entire business relationship to the exclusion of the UN Sales Convention, even if
the deliveries are made directly by a foreign delivery company affiliated with the seller.
§ 15 Place of performance and jurisdiction
Place of performance and place of jurisdiction for all resulting disputes is the head office of the seller.