General Conditions of Business

Validity of the conditions - generalities
Our general conditions of delivery apply solely to our – also future – offers, contracts and deliveries even if they are not expressly advised to the customer in later transactions. They are regarded as acknowledged when an order is placed or delivery has been accepted. Diverging provisions of the customer, which the supplier does not expressly acknowledge in writing, will neither become fully nor partly subject matter of a contract even if they are not expressly opposed. Our General Conditions of Business also apply to commission handling.
Offers – Conclusion of contract
The supplier’s offers including details about quantity, packaging, prices and delivery time are without engagement and can be revoked at any time by the supplier up to receipt by the customer of the supplier’s written order confirmation. This also applies to any statements contained therein or documentation pertaining thereto such as tips on application, recipes, illustrations, weights and measurements; a warranty of qualities cannot be derived therefrom.
Orders, Order Confirmation
Orders are binding for the customer. The supplier is only obligated by his written order confirmation.
Price reservation
The prices listed in the supplier’s order confirmations are net prices (ex works incl. packaging, but excluding freight and insurance costs). Should amendments occur up to the delivery or performance day, the supplier reserves the right to a correction, alternatively to re-negotiation. The same applies to closing orders, orders for goods to be delivered on call and forward orders.
Delivery, Part Delivery / Deviations - Repudiation of Contract
5.1    Delivery times and offers are to be understood as without engagement until receipt by the customer of the written order confirmation. The right to a sale in the meantime remains reserved. The supplier is entitled to delivery up to 5% more or less of the contractually agreed quantity.
5.2    Terms of delivery: for a minimum order of EUR 150,00 freight paid to border (Germany), by piece good/shipping company. Order under EUR 150,00 freight ex warehouse Stolberg. For all supply obligations entered into, the supplier reserves the right to the orderly obtaining of supplies himself within the scope of a concurring covering transaction. The supplier will advise the customer without delay of any circumstance that calls the correct, punctual or complete obtaining of supplies into question.
5.3    The delivery deadline commences on receipt by the customer of the order confirmation, however not before the complete fulfilment of any duty to be executed by the customer to participate in the performance, particularly the supplying of documentation, authorizations or clearances to be obtained by him, submission of personal declarations as well as not prior to the receipt of an agreed advance payment.
5.4    Stated delivery times will be kept to as far as possible. If the supplier is hindered in delivering or performing in time owing to events either unforeseen or which occur through no fault of his own and which cannot be avoided despite all reasonable care, the delivery time will be extended appropriately.
5.5    At the supplier’s option, he is entitled to make part deliveries to an economically justifiable extent. Part deliveries are regarded as completed individual deliveries subject to the conditions mentioned herein.
5.6    The supplier is entitled to make replacement deliveries, but is not obligated.
Default in delivery
6.1 If the supplier is overdue with a delivery obligation which is due and for which he has received a written reminder, then the customer is entitled, after having set an appropriate period of grace which expires without result (at least 4 weeks), either to withdraw from the contract or to demand reimbursement of the damage caused by default to an amount not greater than 10% of the price of the goods with which the supplier is in default of delivering. Any additional claims on the part of the customer over and beyond this amount related to delay in delivery are excluded, unless gross negligence is the cause. In such a case the supplier is solely liable for compensation of the foreseeable damage subject to the proviso that only direct damages amounting to the purchase price will be compensated for.
6.2 The aforementioned provisions apply correspondingly in the case of a legally obligatory liability on our part for gross negligence by other persons employed by us in performing an obligation.

Despatch – Passing of the risk – Default in acceptance
7.1    All consignments are effected, unless otherwise agreed, at the customer’s risk and cost ex the supplier’s works or that of his sub-supplier if the latter is commissioned to supply directly to the customer. With the despatch of the goods, the risk passes later to the customer, also in the case of part deliveries or when the supplier has taken on additional services, e.g. transportation or despatch costs. On the customer’s request transport insurance will be concluded at his expense.
7.2    If despatch is delayed owing to circumstances for which the supplier is not responsible, then the risk passes to the customer as from the day of the notified despatch readiness.
7.3    If the customer does not take delivery of the goods immediately upon readiness to despatch, the supplier will store these, if possible, at the buyer’s risk and cost. Storage does not release the customer from his obligation to pay which comes into effect at the time of the despatch readiness.
7.4    Upon commencement of the default in acceptance the customer takes the risk for the durability, shrinkage or chemical/biological modification of the goods. He is obliged to reimburse the supplier for the costs related to any necessary and regular chemical-analytical inspections and any additionally necessary measures to prevent or minimise any changes to the material/ substance or deterioration of the goods.

Quality of the goods – Warranty
8.1    Unless otherwise agreed, the customer will receive the goods in normal trade packaging of the type and quality designated in the contract.
8.2    The customer is obliged to inspect the goods immediately upon receipt for completeness and any deficiencies as well as possible wrong shipment.
8.3    Incomplete deliveries or outwardly noticeable deficiencies are to be notified to the supplier in writing immediately after passing of the risk or receipt. In the case of hidden defects or if a warranted quality is missing the supplier should be notified in writing immediately upon their ascertainment.
8.4    Slight deviations in the goods with regard to colour and content caused by nature or harvest as well as small differences caused through processing remain subject to reservation in so far as such criteria have not been expressly assured as qualities.
8.5    The obligation under warranty is valid for 6 months from the time of passing of the risk; qualities are then only regarded as warranted if they have been expressly designated as warranted qualities.
8.6    In particular, no warranty is accepted for damages which have occurred for the following reasons: unsuitable or improper use by the customer or persons employed by him for the performance of an obligation, faulty or negligent storage or handling; use of unsuitable production facilities, biological/chemical influences/processes and insidious deficiencies of the goods in so far as they are not attributable to wrongful intent or gross negligence on the part of the supplier. In these cases the customer must prove that the damage has arisen through one the above mentioned causes.
8.7    In so far as the use of the goods requires special approval, the supplier is only liable for obtaining approval etc. if the customer already drew attention to such requirements when placing the order, having annexed all guidelines, decrees, laws or such like regulating the necessary authorization/ approval/ permission etc.
8.8    In respect of the direct costs incurred by a replacement delivery, the supplier – in so far as the complaint proves to be justifiable – bears the costs for the replacement goods including despatch. The remainder of the costs are borne by the customer.
8.9    Further claims on the part of the customer, in particular a claim for damages, which have not arisen on the supplied goods themselves, as well as consequential damages and also those due to the lack of warranted qualities, are excluded unless the warranty of a quality is given just to avoid the possibly incurred consequential damages or they are based on wrongful intent or gross negligence. In all other cases the liability of the supplier remains restricted to the value of the defective goods or to the value of the supplier’s own claim for compensation against his sub-contractor or against the manufacturer/producer.

Reservation of ownership/Retention of title
9.1    Until full payment of all outstanding accounts or until full discharge of bills of exchange or cheques given in payment for these, the goods will remain the property of the vendor, even if the goods are processed. The buyer is obliged to keep the reserved goods safe and free of charge for the vendor and to insure them adequately.
9.2    As long as the retention of title is valid, the buyer may neither transfer ownership nor pledge the goods by way of security. If the goods are processed or combined with other items then the vendor becomes owner or co-owner of the new items vis-à-vis his purchase-money claim.
9.3    In case the goods or new items are resold, the buyer immediately assigns the claims, to which he is entitled from the resale, to the vendor. On the request of the buyer, the vendor has to release his securities at his own option and in so far as their value exceeds the respective claims still to be secured by more than 20% in total.
9.4    The buyer is obliged to advise the vendor without delay of any endangerment of his rights (e.g. in respect of seizure or attachment). In every such case all interventions costs are for the buyer’s account.

Payment – Payment conditions
10.1    The withholding of payments or a setting off owing to any counterclaims on the part of the customer being contested by the supplier are not permissible.
10.2    If upon conclusion of the contract justified and substantial doubts arise as to the solvency and/or readiness to pay on the part of the customer, particularly if the latter is in default, the supplier is entitled to demand advance payment of the total order amount, to refuse his performance until payment is effected or an appropriate security has been provided for this, to withdraw from the contract after an appropriate period of grace, to claim possession of the supplied goods, to withdraw from the contract, or to claim compensation for damages owing to non-fulfilment.
10.3    Terms of payment: after previous payment by check (2% discount), Cash on delivery (strictly net). In the case of default in payment on the part of the buyer, the supplier is entitled to charge interest on payment in arrears to the amount of the bank rates for overdraft facilities valid at the time of occurrence of the default, however, at least 6% p.a. above the respective reference interest rates valid at German banks on the interest to the respective legal amount. The customer reserves the right to prove lower damages.

Place of performance and court of jurisdiction
Place of performance for all rights and obligations arising under this contract and court of jurisdiction is the supplier’s domicile (Stolberg/Rhld.-Germany-), unless otherwise expressly agreed upon. The supplier is also entitled to bring an action at the customer’s domicile.

Separability clause
12.1 In the case of invalidity of a limitation of liability or of an exclusion of liability of these General Conditions of Business, particularly in the area of ordinary negligence, the liability of the supplier will be limited to the contractually typical and foreseeable damage.
12.2 Should one of the above mentioned contractual provisions prove to be void, the validity of the other provisions remain unaffected by this. The parties commit themselves to replace void provisions, in so far as legally permissible, by those provisions which come closest to the striven for economic purpose.