GENERAL TERMS AND CONDITIONS OF TRADE (for national trade)
General Ts & Cs
Sales, General Delivery and Payment Terms and Conditions, Status 01.01.2014
1. SCOPE(1) The following sales and delivery terms and conditions shall apply exclusively. Contradictory or deviating conditions from the customer shall not apply.
(2) Our sales terms and delivery conditions shall only apply to companies as defined by § 14 BGB (German Civil Code), legal persons under public law and to special assets under public law.
(3) Verbal agreements or any other special agreements made with our representatives and employees shall only come into effect after written confirmation.
(4) These General Terms and Conditions shall also apply to all future business transactions between the contractual parties, without any further reference to the General Terms and Conditions being required and provided that they are not revoked in writing.
(5) Acceptance of our deliveries and services is regarded as acknowledgement of our terms and conditions of our delivery and payment terms and conditions. Any purchasing conditions of the purchaser shall only be valid for us after an explicit and written acknowledgement.
(6) Furthermore, we are not bound by the terms and conditions of our contractual partner even if upon receipt we do not once again expressly contradict these.
2. QUOTES AND DISCLAIMER(1) Alle Angebote verstehen sich freibleibend und unter dem Vorbehalt der rechtzeitigen Selbstbelieferung durch unsere Vorlieferanten.
(2) Wollen wir eine bei uns eingegangene Bestellung nicht annehmen, werden wir dies dem Kunden unverzüglich nach Bestellungseingang schriftlich mitteilen, ansonsten gilt der Auftrag als zustande gekommen. (3)Abweichungen in Menge und Art behalten wir uns ausdrücklich vor. Der Besteller ist zur Abnahme verpflichtet, soweit diese Abweichungen sich in kaufmännisch zumutbarem Rahmen halten.
3. DELIVERY(1) Unless otherwise agreed in writing, deliveries shall be made subject to change, relating to delivery quantity, delivery time and price.
(2) The risk of accidental loss or accidental deterioration of the delivery transfers to the customer ex works. This shall also apply if, on the request of the customer, we deliver the order, or arrange for the order to be delivered, to the head office of the customer. Provided that the customer is covered by a transportation insurance policy, the customer must immediately assign any compensation claims to us, if these refer to the material and price risk assumed by the customer. We hereby accept the assignment.
(3) We are entitled to provide the contractual services as partial services.
4. PRICES AND PAYMENT TERMS AND CONDITIONS(1) Unless otherwise agreed in writing, deliveries and respective prices are calculated ex works on the day of dispatch. The prices include packaging. In particular we reserve the right to issue our invoices at the prices valid on the day of dispatch if due to higher market trends there have been increases in livestock and meat prices.
(2) Payment is to be made immediately upon receipt of the goods net and without any discount. Any deviating agreements on other payment terms must be in writing.
(3) Amounts not received within 10 days after the invoice date shall be asserted together with any costs incurred plus default interest at the statutory rate, and this without any prior warning.
(4) Deliveries to customers unknown to us are only made against advance payment or cash on delivery.
(5) All agreed price reductions on the applicable prices, all agreed discounts of whatever kind, including direct debit discounts, shall all cease to apply, if the purchaser is in full or partial default with its payment obligations to us. In their place the prices valid at the time of delivery shall apply.
(6) If we are under the obligation to provide a prior service or in the event of outstanding receivables against the customer, we shall be entitled to declare our receivables due for immediate payment if we are/become aware of circumstances which considerably call into question the creditworthiness of the customer, in particular if the customer does not redeem a cheque or direct debit or discontinues its payments.
(7) In the case of insolvency we have the right of separation according to § 47 InsO (German Insolvency Code).
(8) We only accept foreign exchange if this has been agreed in writing. In this case the customer shall assume all discount charges. Payment shall only be deemed as made when the amount owed has been irrevocably credited to us.
(9) The customer is only entitled to offset rights if counter-claims are undisputed, determined by law or recognised by us or if we are subject to a breach of obligation according to § 276 BGB.
(10) The customer is only entitled to assert a right of retention or objection to a non-fulfilled contract if and to the extent that we are responsible for a breach of obligation according to § 276 BGB.
(11) There is no entitlement to free delivery without a separate written agreement. Goods travel at the risk of the purchaser. No guarantee is assumed for adherence to deadlines.
(12) All delivery and freight charges shall be assumed by the purchaser. For express shipments, in the absence of a specific agreement, the additional freight is invoiced. The weight ascertained by us is charged. Any natural weight loss during transportation shall not be reimbursed. Any damages or losses are to be certified on the consignment note / delivery note.
(13) Our representatives and employees shall only be entitled to collect receivables upon submission of a written authorisation.
5. HANDLING OF GOODS(1) Goods are to be handled by the purchaser according to the labelling, in particular as regards temperature, storage and shelf life, etc. In principle, meat and sausage products should be kept cooled immediately after receipt at a maximum temperature of 7°C and protected from moisture. Unpacked delivered raw and cured sausages are to be suspended in such a way that they do not touch each other.
(2) If due to regulations from individual federal states, other product descriptions are specified which differ from those that apply at our place of shipment, these must be observed by the purchaser before forwarding to third parties.
6. MATERIAL DEFECT LIABILITY(1) Complaints are to be made to us immediately. If it is not possible to return the complained about product, a veterinary medical certificate is to be submitted. Opened cans and packages cannot be exchanged.
(2) Goods are to be examined on receipt by the customer according to the provisions of § 377 HGB (German Commercial Code). Statutory regulations apply.
(3) A complaint due to a recognisable (open) material defect is to be submitted within 24 hours.
(4) In the event of a material defect that is our responsibility and that has been sufficiently complained about, we are entitled to deliver a defect-free product as a replacement within a reasonable time period.
(5) In the event of an only insignificant breach of obligation, in particular as regards minor defects, the customer shall only have the right of withdrawal if the subsequent delivery fails definitively. The customer can also demand compensation, as long as the limitation of liability stated below (Clauses (7) – (13)) does not come into effect or the purchase price is reduced accordingly.
(6) Provided that the pre-conditions of our liability are stated, their statutory period of limitation shall apply. The following regulations (Clauses (7) – (13)) shall apply accordingly to the limitation of liability.
(7) Our liability for compensation shall be excluded unless otherwise specified in the following provisions:
(8) If we have given a guarantee for the quality of an object, we shall be liable under the relevant statutory provisions.
(9) In the event of intentional or grossly negligent damage, we shall be liable under the relevant statutory provisions. This shall also apply to slightly negligent damage if we infringe an essential contractual obligation. The statutory provisions shall also apply to liability for compensation in lieu of performance in the event of a substantial breach of obligation (§ 281 para. 1 sentence 3 BGB).
(10) In all the aforementioned cases, apart from in the event of our intentional action, liability is restricted to the scope of foreseeable, typically occurring damage. In cases of an infringement of an essential contractual obligation without any gross negligence or intent being involved, liability is limited to the extent of the damage, the occurrence of which we must have typically expected when concluding the contract due to the circumstances known to us at this time.
(11) However, legal liability due to a damage resulting from injury to life, limb or health remains unaffected, as do customer liability claims arising from the Product Liability Act.
(12) To the extent that liability is limited according to the above provisions, this also applies to the personal liability of our staff, employees, representatives and agents.
(13) The aforementioned limitations of liability (Clauses (7) – (13)) shall also apply to all other claims, for whatever legal reason these have been asserted to us.
(14) To the extent that tort claims are asserted against us, the statutory statute of limitations shall remain unaffected; however, the customer is under the obligation to assert any tort compensation claims to us within a limitation period of one year after becoming aware of all pre-conditions of the claim.
(15) During any official sampling a cross-check is to be taken and/or requested and this must be sent to us immediately for examination in the officially sealed form provided by the officials.
(16) If a complaint turns out to be unjustified, the contractual partner is under the obligation to reimburse us at contractual prices with all costs and charges which were incurred due to the examination of the complained about deviation in mutual agreement with the contractual partner. No legal obligation can be derived from a partial return of sold goods and the acceptance of the return by us. Acceptance is basically a goodwill gesture. Trial and sample deliveries shall apply as average quality. Any descriptions and pictures of our products in brochures are non-binding.
(17) If the purchaser does not enable us to examine the complained about defect nor provides us with samples of the defective product contrary to (1), he thereby loses any warranty claims.
7. PERFORMANCE IMPEDIMENT, DEFAULTIn the event of ongoing operational disruptions due to force majeure, strikes, depletion of raw materials, and similar, we are entitled to withdraw from any parts of the contract not yet fulfilled to the extent that we are not responsible according to § 276 BGB. We are under the obligation to immediately inform the customer if such an event occurs and to immediately reimburse any payments already received.
8. RETENTION OF TITLE(1) We reserve title to the goods supplied by us until full payment of the purchase price.
(2) To the extent that our contractual partner is a merchant as defined by § 14 BGB, we reserve title to all goods delivered by us until payment of all receivables from the business relationship. In this case, at the time of the conclusion of the purchase contract, the contractual partner shall, as a precaution, assign to us in full any outstanding receivables against his customers, together with any ancillary rights, that may arise for him from the sale or due to any other legal reason.
(3) If the value of the existing securities exceeds the receivables to be secured by more than 20%, the seller has a release obligation on the request of the purchaser. The selection of the securities to be released is incumbent upon us.
9. CONCLUDING PROVISIONS(1) If the contractual partner is a general merchant or legal entity under public law, Göttingen is agreed as the place of jurisdiction.
(2) The place of performance for delivery and payment is Göttingen.
(3) German law shall be deemed as agreed for all contracts; the provisions of the UN CISG are excluded.
(4) We are entitled to process any data obtained about the ordering party in relation to the business relationship with the latter in the manner defined by the Federal German Data Protection Act.
(5) In the event of any modification or suspension or if any of these conditions shall become invalid, this shall not affect the validity of the remaining conditions. In the place of the invalid provision, a regulation as close in its commercial purpose as possible shall be deemed as agreed.
Göttingen, 01.01.2014 Börner-Eisenacher GmbH, Robert-Bosch Breite 5, 37079 Göttingen