AGB´s
AGB´s
AGB´s
1. Scope and general a. The following general terms and conditions (GTC) apply to all of our business relationships with our customers and contractual partners (hereinafter: customers). The General Terms and Conditions only apply if the customer is an entrepreneur (Section 14 BGB), legal entities under public law or special fund under public law within the meaning of Section 310 (1) BGB. We only recognize conditions of the buyer that conflict with or deviate from our terms and conditions and become part of the contract insofar as we expressly agree to their validity in writing. This required consent applies in any case, for example, even if we carry out the delivery to the customer without reservation, knowing the general terms and conditions of the customer. b. The General Terms and Conditions apply in particular to contracts for the sale and / or delivery of movable goods (hereinafter referred to as “goods (s)”), regardless of whether we manufacture the goods ourselves or buy them from suppliers (§§ 433, 651 BGB) , The GTC in their respective version also apply as a framework agreement for future contracts for the sale and / or delivery of movable items with the same customer, without us having to refer to them again in each individual case. c. Individual agreements made with the customer in individual cases (including side agreements, additions and changes) always take precedence over these terms and conditions. A written contract or our written confirmation is decisive for the content of such agreements. d. Legally relevant declarations and notifications that the customer must submit to us after the contract has been concluded (e.g. setting deadlines, notifications of defects, declaration of withdrawal or reduction) must always be in writing to be effective. References to the validity of legal regulations are only of clarification. Therefore, even without such a clarification, the statutory provisions apply, unless they are directly changed or expressly excluded in these terms and conditions. 2. Offer and conclusion of contract a. Our offers are non-committal and non-binding. If we have made a binding offer, we will remain bound to it for a period of four weeks after the offer has been submitted. This also applies if we have given the customer flyers, calculations, product descriptions and other documents - also in electronic form - in which we reserve ownership and copyrights. b. The order of the goods by the customer is considered a binding contract offer. c. The acceptance can be declared either in writing (e.g. by order confirmation) or by delivering the goods to the customer. 3. Delivery period and delay in delivery a. The delivery time is agreed individually or specified when the order is accepted. If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (unavailability of the service), we will inform the customer immediately and at the same time we will inform you of the expected new or modified delivery deadline. If the service is also not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will immediately reimburse any consideration already paid by the customer. The case of non-availability of the service in this sense is in particular the late delivery by our suppliers if we have concluded a congruent cover transaction. Our statutory right of withdrawal and termination as well as the statutory provisions on the execution of the contract if the obligation to perform is excluded (e.g. impossibility or unreasonableness of the service and / or subsequent performance) remain unaffected. The customer's right of withdrawal and termination also remain in accordance with No. 8 of our terms and conditions exist. b. Agreed delivery periods and delivery weights are only to be understood as approximate, unless they are expressly confirmed by us as firmly agreed. If delivery times and delivery weights according to sentence 1 are only to be understood roughly, we can exceed delivery times by up to two weeks and deviate up or down from delivery weights by up to 10%. c. Events of all kinds that are not our fault (strikes, operational or transport disruptions, delivery blocks, natural events, riots, war, terror, etc.) release the company from the obligation to deliver for the duration of the disability. If this state of force majeure lasts for more than 30 days continuously, we may terminate the contract. 4. Delivery, transfer of risk on dispatch, acceptance a. The delivery takes place ex works or one of our warehouses, where the place of performance is. At the request and expense of the customer, the goods will be shipped to another destination (dispatch purchase). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) in Germany and abroad (including overseas). b. The risk of accidental loss and accidental deterioration of the goods is transferred to the customer at the latest. In the case of a mail order purchase, however, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delays, passes to the customer upon delivery of the goods to the respective shipping company, the carrier or the person or institution otherwise responsible for carrying out the shipment. If acceptance has been agreed, this is decisive for the transfer of risk. 4a. Delivery of food and “organic” products a. If the delivery of "organic" products has been agreed between the parties, in the absence of any other agreement, this basically means the requirements of Regulations (EC) No. 834/2007 and 889/2008. We do not guarantee that the goods conform to the requirements of Regulations (EC) No. 834/2007 and 889/2008 or any other "organic" standard agreed between the parties. In addition, all currently applicable regulations and additional provisions of European and German law on food and organic products apply. b. Insofar as we agree with a customer the delivery of "organic products" in accordance with paragraph a, this means, in the absence of any other agreement, that the goods have been manufactured from products that our upstream suppliers in the corresponding manner as an "organic" product have been identified. In the case of unchanged resale of "organic" products within the meaning of paragraph a, this means that the goods have been labeled as "organic" products by upstream suppliers. c. If it turns out that the goods delivered to the customer are actually not an “organic” product within the meaning of paragraph a, we shall only be liable for damage resulting from this if we are at fault. d. If we deliver food (or feed) within the meaning of German food law, only the requirements of German food law (LFGB) and the directly applicable European food law regulations (ordinances) in the currently valid version are decisive for the goods we deliver. A conformity of the goods delivered by us with the food law requirements of other jurisdictions is only guaranteed in the case of a corresponding special agreement between the customer and us. e. We reserve the right to withdraw from contracts if: ▪ After the contract has been concluded, crop failures due to force majeure or unfavorable weather conditions occur, or one of our suppliers, for reasons that we cannot influence, loses its ability to deliver despite the existing delivery contract, ▪ the contract goods The producer's fault is not certified as organic goods in the sense of the EC-BIO regulation by the respective monitoring association. A change of the certification provided for in the contract is permitted. ▪ A third country product by changing the EC BIO regulation at the time of import into the EU, no longer recognized as organic goods within the meaning of the EC BIO regulation, the contract partner does not meet the agreed delivery or acceptance dates , 5. Prices and terms of payment a. Unless otherwise agreed in text form in individual cases, our current prices at the time of the conclusion of the contract apply, ex works plus statutory VAT. b. We reserve the right to adjust our prices appropriately after the conclusion of the contract if, for reasons beyond our control, expenses that we have to incur in connection with the delivery increase or, for example, price increases result from increases in raw material costs. c. In the case of a mail order purchase (see No. 4 (a)), the buyer bears the transport costs ex warehouse and the costs of any transport insurance requested by the customer. Customs, fees, taxes, storage costs, freight costs and other public charges are also borne by the customer. We do not take back any kind of transport or any other packaging in accordance with the packaging regulations; they become the property of the customer; deposit pallets are excluded. d. The purchase price is due and payable within 14 days of the invoice and delivery or upon acceptance of the goods. e. Upon expiry of the above payment period, the customer is in default. Interest is payable on the purchase price during the delay at the applicable statutory default interest rate. We reserve the right to claim further damage caused by delay. Of course, our entitlement to commercial interest on due dates (§ 33 HGB) remains unaffected. f. The customer is only entitled to set-off or retention rights insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, No. 7 Paragraph g remains unaffected. G. If it becomes apparent after the conclusion of the contract that our right to the purchase price is jeopardized by the customer's inefficiency (e.g. poor creditworthiness, application for the opening of insolvency proceedings), we are in accordance with the statutory provisions for refusing performance (delivery) and - if necessary after setting a deadline - entitled to withdraw from the contract (§ 321 BGB). 6. Retention of title a. We reserve ownership of the goods sold until all of our current and future claims from the purchase contract and an ongoing business relationship (secured claims) have been paid in full. b. The goods subject to retention of title may not be pledged to third parties before full payment of the secured claims, nor may they be assigned to third parties for security. The buyer must notify us immediately in writing if and insofar as third parties access the goods belonging to us. c. If the customer behaves contrary to the contract, in particular if the purchase price is not paid, we are entitled to withdraw from the contract in accordance with the statutory provisions and / or to challenge the goods based on the retention of title. If the customer does not pay the purchase price due, we may only assert these rights if we have previously unsuccessfully set the customer a reasonable deadline for payment or such a deadline can be dispensed with in accordance with the statutory provisions. d. The customer is authorized to resell and / or process the goods under retention of title in the ordinary course of business. In this case, however, the following provisions apply: ▪ The retention of title extends to the full value of the products resulting from processing, mixing, refining or combining our goods, whereby we are the manufacturer. If the right of ownership remains in the course of processing, mixing or combining with third-party goods, we acquire co-ownership in the ratio of the invoice values of the processed, mixed or combined goods. Otherwise, the same applies to the resulting product as to the goods delivered under retention of title. ▪ The customer assigns the claims against third parties arising from the resale of the goods or the product to us as a whole or in the amount of our possible co-ownership share in accordance with the preceding paragraph for security. We accept this assignment. The customer's obligations specified in paragraph b also apply to the assigned claims. ▪ The customer remains authorized to collect the claim next to us. We undertake not to collect the receivables as long as the customer meets his payment obligations towards us, does not default, there is no application to open insolvency proceedings, and there is no other defect in his performance. However, if this is the case, we can request that the customer inform us of the assigned claims and their debtors, provide all the information necessary for collection, hand over the associated documents and notify the debtors (third parties) of the assignment. 7. Customer claims for defects a. The statutory provisions apply to the rights of the buyer in the case of material and legal defects (including incorrect and short delivery), unless otherwise stated below. In all cases, the statutory special provisions on final delivery of the goods to a consumer remain unaffected (entrepreneurial recourse according to §§ 478, 479 BGB). b. The basis of our liability for defects is above all the agreement made on the quality of the goods. All product descriptions that are the subject of the individual contract are deemed to be an agreement on the quality of the goods. c. If a condition has not been agreed, it is to be judged according to the legal regulation whether there is a defect or not (§ 434 para. 2 and 3 BGB). d. The customer's claims for defects presuppose that he has complied with his statutory inspection and notification obligations (§§ 377, 381 HGB). Open defects, incorrect deliveries and quantity deviations are to be reported to us by the customer immediately, but no later than 7 days after receipt of the goods by the customer, otherwise the goods are considered approved. Hidden defects must be reported in writing immediately after they are discovered. The customer is obliged to check, if necessary, by means of trial processing whether the delivered goods are free of defects and are suitable for the intended use. This also applies if components are added that were not obtained from us. If any defects are only found during processing, work must be stopped immediately and the unopened, unopened original containers must be ensured. They are to be made available to us for review on request. In the case of replacement deliveries, the customer must return the goods to us in accordance with the statutory regulations. After three months from the transfer of risk to the customer in accordance with No. 4 (b), complaints are excluded from hidden defects and are considered late if they had to be reasonably recognizable. In the event of a delayed notification of defects, the customer loses his rights under the conditions of No. 8, unless we have maliciously concealed the defect. e. The contractual partner must check the delivered goods for obvious transport defects and promised properties immediately upon receipt. Transport damage must be confirmed immediately by the supplier on the delivery note and the waybill and forwarded to us with picture evidence. Otherwise, no replacement can be made. f. Our warranty does not extend to such damage that the contractual partner incurs as a result of improper handling, natural shrinkage, moisture, excessive heating, other unusual weather and temperature influences, as well as insects or infestation by other animals. G. If the delivered item is defective, we can first choose whether we provide supplementary performance by eliminating the defect (rectification) or by delivering a defect-free item (replacement delivery). Our right to refuse the chosen type of supplementary performance under the legal requirements remains unaffected. H. We are entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. i. We will bear the expenses required for the purpose of inspection and supplementary performance, in particular transport, travel and labor costs, if there is actually a defect. However, if the customer's request to remedy the defect turns out to be unjustified, we can demand that the costs incurred be returned. j. In urgent cases, for example if operational safety is endangered or to prevent disproportionate damage, the customer has the right to remedy the defect himself and to request compensation from us for the expenses that are objectively necessary for this. We must be informed immediately, if possible in advance, of such a self-undertaking. The right of self-exemption does not exist if we were entitled to refuse a corresponding supplementary performance according to the legal regulations. k. Claims by the customer for compensation or reimbursement of futile expenses only exist in accordance with No. 8 and are otherwise excluded. l. An insignificant reduction in the value or suitability of the delivery does not constitute a defect. Minor deviations in shape and color or if the error disappears by itself or is easy to remedy are not a defect. 8. Other liability a. Unless otherwise stated in these General Terms and Conditions, including the following provisions, we are liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions. b. We are liable for damages - regardless of the legal reason - in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable ▪ for damage to life, limb or health. ▪ for damage resulting from the breach of an essential contractual obligation (obligation whose fulfillment makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner regularly trusts and may rely); in this case our liability is limited to the replacement of the foreseeable, typically occurring damage. c. The liability restrictions resulting from paragraph b do not apply if we maliciously concealed a defect. The same applies to claims of the buyer under the Product Liability Act. d. Due to a breach of duty that is not a defect, the customer can only withdraw or cancel if we are responsible for the breach of duty. 9. Limitation a. In deviation from Section 438 BGB Paragraph 1 No. 3 BGB, the general limitation period for claims arising from material and legal defects is one year from delivery. This does not affect statutory special regulations for third party claims in rem (section 438 (1) no. 1 BGB), in the event of malice on the part of the seller (section 438 (2) BGB) and for claims in supplier recourse upon final delivery to a consumer (section 479 BGB). b. If we have provided advice and / or information that is not to be remunerated separately, without having delivered goods in connection with the information or advice or without the non-mandatory advice or information according to § 434 BGB representing the goods delivered by us, the limitation period expires Claims against us within one year, claims of the customer against us from breach of contractual, pre-contractual or legal obligations that do not constitute a material defect according to § 434 BGB of the goods to be delivered or gelled by us also expire within one year. Insofar as the aforementioned breaches of duty constitute a material defect according to § 434 BGB, which we deliver in connection with the advice or information, the regulations for the limitation of the claims based on this in paragraphs (a) and (b) above apply. c. The above limitation periods of sales law also apply to contractual and non-contractual claims for damages on the part of the buyer based on a defect in the goods, unless the application of the regular statutory limitation (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. The limitation of the product liability law remain unaffected in any case. Otherwise, the customer's claims for damages acc. 8 only the statutory limitation periods. 10. Prohibition of assignment Without our express consent, rights or claims against us, in particular due to defects in goods delivered by us or due to breaches of duty by us, may neither be wholly or partially transferred to third parties nor pledged to third parties (Section 354 a HGB remains unaffected by this ). 11. Place of jurisdiction a. The law of the Federal Republic of Germany applies to the exclusion of all international and supranational (contractual) legal claims, in particular the United Nations Convention on Contracts for the International Sale of Goods. Conditions and effects of the retention of title acc. No. 6, however, are subject to the law at the respective storage location of the item, insofar as the choice of law made in favor of German law is inadmissible or ineffective. b. If the customer is a merchant i. S. d. Commercial law, legal entity under public law or a special fund under public law is the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship at our place of business in Kümmersbruck. However, we are also entitled to file suit at the general place of jurisdiction of the buyer. c. Insofar as commercial clauses have been agreed in accordance with the International Commercial Terms (INCOTERMS), the latest version of the INCOTERMS apply. 12. Final provisions Should any of the above provisions be ineffective, partially ineffective or excluded by a special agreement, this does not affect the effectiveness of the remaining provisions.
