General Terms and Conditions
General – Scope
(1) Our terms and conditions of sale apply exclusively. We do not recognise conditions that contradict or deviate from our general terms and conditions of sale unless we have expressly agreed to their validity in writing. Our terms and conditions of sale also apply if, although we are aware of opposing or deviating conditions of the customer, we make the delivery to the customer without reservation.
Our terms and conditions of sale form a part of all contracts that we conclude with our contractual partners regarding the deliveries or services we offer.
(2) All agreements made between us and the customer for the purposes of executing this contract have been laid down in writing in this contract.
(3) Our terms and conditions of sale apply only to businesses as defined in § 310 para. 1 of the BGB (German Civil Code).
Offer – Offer documents
(1) Our offers are non-binding unless they are expressly designated as binding or contain a specific term of acceptance. We may accept orders or contracts within 14 days of receipt.
(2) Our information regarding the object of the delivery or service (e.g., weights, dimensions and mixing ratios) are only approximate average values, with the exception of the values prescribed by FMG (Feed Act). These are not guaranteed characteristics but rather descriptions or labels of the delivery or service. Deviations which are unavoidable despite all care in the production of the goods and the determination of the values are expressly reserved.
(3) We reserve all rights of ownership and copyright for images, drawings, calculations and other documents. This is especially true for those documents that are marked as "confidential". Any transfer to third parties requires our express prior written consent. This means that the customer may not disclose, itself use or duplicate them. The customer must surrender these items on request. All copies made must be destroyed if they are no longer needed in the ordinary course of business.
Prices – Terms of payment
(1) Unless otherwise stated in the order confirmation, our prices are "ex works", including standard packaging or loose shipments. Any additional packaging will be invoiced separately.
We reserve the right to change our prices if after the conclusion of the contract, costs are reduced or increased, due, in particular, to wage changes or material price changes. On request, we will prove such changes to the customer.
The final price is based on the weight determined by the seller.
(2) VAT is not included in our prices; it is reported on the invoice separately in the statutory amount. The prices are given in EUROS, plus taxes, fees and other official charges as well as duty for export deliveries.
(3) Deduction of any advance payment discount requires specific agreement in writing.
(4) Unless otherwise stated in the order confirmation, the purchase price shall be payable net (without deductions) within 30 days of the invoice date. The statutory provisions governing the consequences of late payment shall apply.
(5) The customer shall only be entitled to off-set amounts if the customer's counterclaim has been approved by a court, is uncontested, or has been acknowledged by us. In addition, a right of retention may only be exercised insofar as the customer's counterclaim is based on the same contractual relationship.
(1) The period of delivery determined by us shall only commence after all technical questions have first been resolved.
(2) A further precondition for the fulfilment of our delivery obligations is the timely and proper fulfilment of the customer's obligations. We reserve the right to object to non-fulfilment of the agreement.
(3) If the Purchaser in is default of acceptance or culpably infringes other duties to co-operate, we shall have the right to demand compensation for the damage caused to us through such action, including additional expenses, if any. The right to make further claims is reserved.
(4) Provided the conditions under section (3) are fulfilled, the risk of accidental destruction or accidental deterioration of the purchased good is transferred to the customer during the time in which the customer is in default of acceptance or in default of payment.
(5) We are liable according to the legal provisions, as far as the underlying sales contract is a fixed date transaction in the sense of § 286, para. 2 no. 4 BGB (German Civil Code) or of § 376 HGB (German Commercial Code). We are also liable in accordance with the statutory provisions if, due to a delay in delivery that we are responsible for, the customer is entitled to claim a cessation of its interest in the continued fulfilment of the contract.
(6) We are also liable in accordance with the statutory provisions if the delay in delivery has been caused by a breach of contract that we are responsible for as a result of intent or gross negligence. Any culpability on the part of our representatives or vicarious agents’ shall be attributed to us. If the delay in delivery does not arise from a wilful breach of contract for which we are responsible, our liability is limited to foreseeable, typically occurring damage.
(7) We shall also be liable in accordance with the statutory provisions if the delay in delivery that is attributable to us is caused by the culpable violation of a material contractual obligation; in such case, the liability for damages shall, however, be limited to foreseeable, typically occurring damage.
Transfer of risk – Place of performance
(1) The place of performance for all obligations arising from the contractual relationship is 74572 Blaufelden-Wiesenbach, unless otherwise agreed.
(2) The delivery or shipping method and packaging are subject to our due discretion. Reusable transport containers are returned and reimbursed upon proper return.
Risk is transferred to the customer at the latest at the time at which the delivery item leaves the warehouse or supplier plant. This also applies if partial deliveries are made and/or we are assuming the delivery costs. If delivery and handover are delayed as a result of a circumstance caused by the customer, the risk shall be transferred to the customer from the day on which the delivery item is ready for delivery, provided we have notified the customer of this fact.
Delivery that is "free to the delivery address" means delivery without unloading, on the condition that there is an approach road on which a heavy road train may travel.
(3) The customer must assert any transport damage directly to the transport company or deliverer within the specified time limits. The responsibility for obtaining insurance for shipping or other purposes lies entirely with the customer. If the customer wishes, we will cover the delivery with a transport insurance; the costs incurred as a result shall be borne by the customer.
Liability for defects
(1) In order for the customer to assert any claims based on defects, it must have properly met its obligations of inspection and notification pursuant to § 377 of the German Commercial Code (HGB).
(2) Insofar as the purchase item is defective, we shall be entitled to retrospectively fulfil the delivery in a manner of our choosing, either by rectifying the defect or delivering a new item free of defects. In cases of rectifying the defect, we shall bear the costs for this only up to the amount of the purchase price.
(3) If the retrospective fulfilment of the delivery fails, the customer shall be entitled to demand either cancellation of the order or a reduction of the purchase price, at its choosing.
(4) We are liable under the statutory provisions if the customer asserts claims for damages which are based on intent or gross negligence, including intent or gross negligence on the part of our agents or vicarious agents. Insofar as the Customer does not assert any wilful breach of contract on our part, our liability is limited to foreseeable, typically occurring damage.
(5) We are liable under the statutory provisions if we culpably breach a fundamental obligation under the contract; in such cases, compensation is, however, limited to foreseeable, typically occurring damages.
(6) Liability for culpable action that results in loss of life, personal injury or damage to health remains unaffected; this also applies for compelling liability under the Product Liability Act.
(7) Unless anything to the contrary has been regulated above, liability is excluded.
Expiration of the best-before date (BBD) at the customer after transfer of risk does not entitle the customer to assert claims such as for retrospective fulfilment of the order, cancellation, reduction in price or compensation, unless otherwise agreed in the individual contract.
(8) The limitation period for liability claims shall be 12 months as of the transfer of risk.
(9) The limitation period in the case of recourse due to delivery under §§ 478, 479 of the German Civil Code (BGB) shall remain unaffected.
(1) Any additional liability for compensation for damages other than that provided for in § 6 is excluded, irrespective of the legal nature of the claim raised.
This is in particular valid for compensation claims due to culpability upon conclusion of the contract, due to other violations of duty, or due to tortuous claims for compensation for damage in accordance with § 823 of the German Civil Code (BGB).
(2) The limitation in paragraph (1) also applies insofar as the customer demands reimbursement of useless expenditure in place of delivery, instead of claiming compensation for damages.
(3) If liability for damages on our part is excluded or limited, this also applies to any personal liability for damages on the part of our employees, staff, representatives and agents.
Guarantee of retention of title
(1) We reserve the right of ownership to the purchased items until all payments arising from the business association with the customer have been received. If the customer is in breach of contract, especially if it is in default of payment, we shall be entitled take back the purchased items. Any repossession of the purchased items constitutes our withdrawal from the contract. After having taken back the purchased items, we shall be entitled to otherwise dispose of them, and the proceeds from such disposal will be set off against the customer's liabilities less an appropriate amount for the cost of disposal.
(2) The customer is obliged to handle the purchased items with care; in particular, it shall, at its own expense, sufficiently insure the goods, for their replacement value as new, against fire, water damage and theft.
(3) In the event of any garnishment or other third-party intervention, the customer must notify us forthwith in writing, in order for us to bring proceedings before the court in accordance with § 771 ZPO (German Code of Civil Procedure). If third parties are unable to reimburse us the court and extrajudicial costs pursuant to § 771 ZPO (German Code of Civil Procedure), the customer shall be liable for the loss we have incurred.
(4) The customer is entitled to resell the purchased items during the ordinary course of business; however, it thereby assigns all claims to us, to the amount of the final invoice total (including VAT) of our claim, which it is due as a result of the resale to a buyer or third party, regardless of whether the purchased items have been resold with or without further processing. The customer remains authorised to collect this claim even after this assignment.
Our right to collect the claim ourselves remains unaffected by this. However, we are hereby contractually bound not to collect such claims if the customer has met its payment obligations resulting from the collected proceeds, is not in default of payment and, in particular, no petition for the initiation of any conciliation or insolvency proceedings has been made and payments have not been suspended. If this is the case, however, we are entitled to demand that the customer notify us of the assigned claims and their debtors, gives us all data necessary to collect such claims, hands over the attendant documents, and notifies the debtors (third parties) of the assignment.
(5) The processing or alteration of the purchased items by the customer is performed on our behalf. If the purchased item is processed with other items which are not our property, we acquire co-ownership of the new item in the proportion of the value of the purchase item (final invoice amount including VAT) in relation to the other processed items at the time of processing. The same provisions that apply to the delivered purchase items under reservation shall also apply to the new item.
(6) If the purchase item becomes inseparably mixed with other items that do not belong to us, we shall acquire co-ownership of the new item in the proportion of the value of the purchase item (final invoice amount, including VAT) in relation to the other mixed items at the time of mixing. If the mixing is done in a way that makes an item of the customer’s the main part of the new item, it is hereby agreed that the customer shall make us co-owner on a pro-rata basis. The customer shall be in possession of the sole ownership or co-ownership thus created on our behalf.
(7) As security for our claims against the customer, the customer shall also assign to us the claims which it might accrue against a third party through connecting the purchase items with a plot of land.
(8) We commit to release the security owed to us at the customer’s request to the extent that the realisable value of our security exceeds the claims to be secured by more than 10%; the selection of the type of security to be released shall be incumbent upon us.
(1) We are entitled to store, process and transmit customer data for the purpose of carrying out the business relationship.
(2) If we enter into the processing of orders in advance, we can solicit credit information from information centres in order to safeguard our legitimate interests, provided the legitimate interests of the customer do not prevail. To obtain information on creditworthiness, it may be necessary to disclose the name and date of birth as well as the address of the customer. The creditworthiness of the customer can be calculated using his address data. The customer can request information about his stored data at any time.
Place of jurisdiction – Choice of law
(1) If the customer is a merchant, our place of business is Blaufelden-Wiesenbach. We are however also entitled to take legal action against the customer at the courts having jurisdiction where he has his place of residence.
(2) The law of the Federal Republic of Germany applies; application of UN sales law is excluded.
If a provision is void or becomes void, the validity of the other provisions shall not be affected thereby.