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General Conditions of Sales and Payment
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- General Conditions of Sales and Payment
§ 1 Area of Operation
(1) Unless otherwise agreed upon in writing, these General Conditions of Sales and Payment are valid for all actual and future business relationships with the buyer.
(2) We will not accept any deverging or additional general business conditions of the buyer, unless we accepted them expressively and in writing.
§ 2 Offer, Completion of Contract
(1) Our offers are subject to alteration. Thus they are no request for the buyer to place an order.
(2) Any contract is only completed upon our order confirmation in writing, or when the goods are being delivered or the invoice has been written.
(3) Illustrations, dimensions, weights and other characterstics are only binding upon previous agreement in writing.
§ 3 Prices, Settlement Date, Delay
(1) The invoice is made up upon the prices valid on the day of delivery, plus the legal VAT. We have the right to request an advanced payment at the total amount for any (partial) delivery.
(2) We have the right to first take the buyer’s payments into account for former debts, informing the buyer of the settlement that has been made. As far as costs and interests have arisen, we further have the right to take the payment first in account for the costs, then for the interests and finally for the claim.
(3) If the customer gets into arrears, we have the right to claim interests at the legally fixed amount. The inforcement of any further claim for compensation remains unaffected hereof.
(4) In case we should be informed about circumstances that allow proven doubts concerning the credit-worthiness of the buyer, especially when payments are stopped or a cheque is not cashed, we have the right to claim full payment or appropriate sureties before delivery of the goods or to withdraw from the contract when the stipulated period has expired. When the delivery has already been effected, all open debts are immediatley due to payment, regardless any periods agreed upon, if necessary by giving back the acceptances.
(5) The buyer has only the right to charge our account, if his counter claim is undisputable, legally valid and accepted by us.
(6) The buyer can only assert any right of retention, if his counter claim is based on the same contractual relationship and is undisputable, legally valid or accepted by us.
§ 4 Delivery, Partial Deliveries, Delay in Acceptance
(1) The obligation for delivery is made subject to the availability of the goods. In case the goods are not available, we will inform the buyer immediately and refund immediately any service in return that the buyer might already have made. Delivery dates or delays are not binding.
(2) We always have the right to deliver partial quantities, as far as these are reasonable for the buyer.
(3) In case the buyer gets into a delay of acceptance or violates his duties for cooperation in one or the other way, we have the right to claim compensation for the damage accured, incl. possible additional expenses. The risk for any accidental sinking or any possible deterioration of the goods is at the buyer’s risk at the moment he gets into delay of the acceptance.
(4) The delivery is regularly effected on Euro-Pool-pallets according to UCI standard 435/2. These pallets have to be exchanged at collection where we only accept undamaged pallets that are in accordance with the UCI standard 435/2. If pallets are not handed back in time or not handed back at all or if they are damaged, we have the right to claim compensation, i.e. ten Euros (10,-€) per pallet and to refuse acceptance of the pallet, if no proof is given for the amount of the damage. If the delivery is effected on one-way-pallets we will charge the pallets with five Euros (5,- €) per pallet at each delivery.
(5) In case of force majeur and other unforeseen and not only temporary events that are beyond our control and that make delivery impossible or difficult or hinder it not only temporarily, we have the right to withdraw completely or partially from the contract or to postpone the delivery until the difficulties have been remedied, according to our choice. These hinderances can be official measures, strikes, lockouts, breakdowns, disturbances in raw material and energy supply or transport, and others, such as war, terror and political disturbances, as long as theses hinderances are not only temporary.
§ 5 Passing of Risk
(1) In all cases the goods are delivered on risk of the buyer.
(2) The risk will pass to the buyer as soon as the goods have been handed over to a person or company that has been designated to effect the transport or when the goods have left our works or stocks for transport. If the transport is impossible without our responsibility, the risk passes at the moment the buyer is informed about the goods being ready for transport.
§ 6 Warranty
(1) The buyer shall without undue delay notify us in writing of any defect. Such notice shall under no circumstance be given later than five (5) days upon receipt of the goods or the delivery. Any defect that does not appear within this delay, even at thorough examination, shall be notified us in writing without delay. The notice shall enclose the respective delivery note. Date, type, content and number of the delivery have to be specified.
(2) The EAN-code or the bar code on our goods just helps to classify the goods according the European article number. If the code is illegible, this gives only right to a notification of defect if, according to the respetive technical development, the acceptable proportion of mistakes has been exceeded and if this is due to our intent and negligence. The respective regulations of the CCG (Centrale for Coorganisation) are in force.
(3) Any complain allows us to examine and check the goods complained about. Therefore the goods have to remain unchanged.
(4) As far as the complaint has reached us within the period stipulated and ist justified, we first have the right to performance according to § 439 BGB (German Civil Code) within a reasonable period. If any performance is not reasonable for us or not possible within a reasonable period or goes wrong, the buyer has the right to reduce the price or to withdraw from the contract. The enforcement of compensation according to § 7 remains unaffected hereof.
(5) Further or other claims for defect that the buyer might have against us or against one of our accomplices and that are not stipulated in this agreement are excluded.
(6) All claims for guarantee will be in lapse one year after the date of delivery.
§ 7 Liability
(1) Any claims for compensation against us, regardless for which legal reason, especially for breach of duty or unallowed action, are excluded, unless (a) we, our representative or our accomplices or performing accomplices have acted with intent or gross negligence, with exception of a gross fault of a simple accomplice, or (b) compensation for injuring life, body or health or the violation of essential contractual duties (so-called cardinal duties) can be claimed for or (c) we are liable for the acceptance of a guarantee.
(2) Our liability for the violation of cardinal duties is limited to the amount of the triple net invoice amount of the delivery or performance that has caused the claim for compensation, unless we have acted with intent or gross negligence or our liability is based on the injurance of life, body or health or the acceptance of a guarantee.
(3) The liability according to the Product Liability Law remains unaffected thereof.
§ 8 Retention of Title
(1) The delivered goods shall remain our property until paid for in full all claims that we have against the buyer stemming from the business relationsship. In case of a current invoice the reserved property is security for our balance claim.
(2) The buyer may dispose the reserved goods in regular business relationships. For security, the buyer will cede to us any claims against third party stemming from the disposal of the reserved goods. As far as the disposal is made together with other goods that are not our property or in connection with other performances, the claim stemming from the disposal for the amount of the reserved goods is regarded as ceded.
(3) The buyer has the right to collect the ceded claims, while we reserve us the right to revoke the authorization, if the buyer does not fulfil his obligations for payment or does not fulfil them in the stipulated term.
(4) As long as the goods are our property, the buyer has not the right to mortgage them or to transfer them for security. In case of mortgages or other intrusions of third party, the buyer is obliged to contradict these indicating our property and to inform us immediately.
(5) If we should, for the said retention of title, take back the goods that have already been delivered, the buyer is liable for the reduction in value stemming from the disposal and for all further defects if the goods have gone bad and cannot be sold. Furthermore, the buyer has to refund the costs for the re-transport or any further transport.
(6) If the amout of all our security rights exceeds the amount of all secured claims by more than twenty per cent (20%), we will release the security rights on request of the buyer.
§ 9 Disposal
Our goods of the brand “Trüller“ shall only be disposed in the respective original packing. Any unpacking of our goods is not allowed. Moreover, the buyer is obliged to offer only our goods presented in our display boxes.
§ 10 Place of Performance and Court of Jurisdiction
(1) Place of performance for our performances is the seat of Trüller Knabber-Gebäck GmbH, the production site or the respective dispatch warehouse. Place of performance for all payments is our place of business.
(2) Exclusive place of juristidiction for all disputes in connection with these regulations in contact with businessmen, legal persons of public right or publically legal special property is Cologne.
§ 11 Miscellaneous
(1) Should any provision of this agreement be or become invalid, the remaining clauses of the agreement shall remain unaffected thereby. In this case a valid provision shall take effect in lieu of the invalid provision that most closely approximates the desired purpose of the invalid provision in a legally correct way. The same applies if a contractual gap becomes evident when implementing the agreement.
(2) Any changes and supplements hereto require our approval in writing in order to be valid, including if this clause for writing becomes invalid.
(3) The Law of the Federal Republic of Germany shall be applied. The provisions of the UN-buying law (CISG) are excluded.
Date: September 2007
(1) Unless otherwise agreed upon in writing, these General Conditions of Sales and Payment are valid for all actual and future business relationships with the buyer.
(2) We will not accept any deverging or additional general business conditions of the buyer, unless we accepted them expressively and in writing.
§ 2 Offer, Completion of Contract
(1) Our offers are subject to alteration. Thus they are no request for the buyer to place an order.
(2) Any contract is only completed upon our order confirmation in writing, or when the goods are being delivered or the invoice has been written.
(3) Illustrations, dimensions, weights and other characterstics are only binding upon previous agreement in writing.
§ 3 Prices, Settlement Date, Delay
(1) The invoice is made up upon the prices valid on the day of delivery, plus the legal VAT. We have the right to request an advanced payment at the total amount for any (partial) delivery.
(2) We have the right to first take the buyer’s payments into account for former debts, informing the buyer of the settlement that has been made. As far as costs and interests have arisen, we further have the right to take the payment first in account for the costs, then for the interests and finally for the claim.
(3) If the customer gets into arrears, we have the right to claim interests at the legally fixed amount. The inforcement of any further claim for compensation remains unaffected hereof.
(4) In case we should be informed about circumstances that allow proven doubts concerning the credit-worthiness of the buyer, especially when payments are stopped or a cheque is not cashed, we have the right to claim full payment or appropriate sureties before delivery of the goods or to withdraw from the contract when the stipulated period has expired. When the delivery has already been effected, all open debts are immediatley due to payment, regardless any periods agreed upon, if necessary by giving back the acceptances.
(5) The buyer has only the right to charge our account, if his counter claim is undisputable, legally valid and accepted by us.
(6) The buyer can only assert any right of retention, if his counter claim is based on the same contractual relationship and is undisputable, legally valid or accepted by us.
§ 4 Delivery, Partial Deliveries, Delay in Acceptance
(1) The obligation for delivery is made subject to the availability of the goods. In case the goods are not available, we will inform the buyer immediately and refund immediately any service in return that the buyer might already have made. Delivery dates or delays are not binding.
(2) We always have the right to deliver partial quantities, as far as these are reasonable for the buyer.
(3) In case the buyer gets into a delay of acceptance or violates his duties for cooperation in one or the other way, we have the right to claim compensation for the damage accured, incl. possible additional expenses. The risk for any accidental sinking or any possible deterioration of the goods is at the buyer’s risk at the moment he gets into delay of the acceptance.
(4) The delivery is regularly effected on Euro-Pool-pallets according to UCI standard 435/2. These pallets have to be exchanged at collection where we only accept undamaged pallets that are in accordance with the UCI standard 435/2. If pallets are not handed back in time or not handed back at all or if they are damaged, we have the right to claim compensation, i.e. ten Euros (10,-€) per pallet and to refuse acceptance of the pallet, if no proof is given for the amount of the damage. If the delivery is effected on one-way-pallets we will charge the pallets with five Euros (5,- €) per pallet at each delivery.
(5) In case of force majeur and other unforeseen and not only temporary events that are beyond our control and that make delivery impossible or difficult or hinder it not only temporarily, we have the right to withdraw completely or partially from the contract or to postpone the delivery until the difficulties have been remedied, according to our choice. These hinderances can be official measures, strikes, lockouts, breakdowns, disturbances in raw material and energy supply or transport, and others, such as war, terror and political disturbances, as long as theses hinderances are not only temporary.
§ 5 Passing of Risk
(1) In all cases the goods are delivered on risk of the buyer.
(2) The risk will pass to the buyer as soon as the goods have been handed over to a person or company that has been designated to effect the transport or when the goods have left our works or stocks for transport. If the transport is impossible without our responsibility, the risk passes at the moment the buyer is informed about the goods being ready for transport.
§ 6 Warranty
(1) The buyer shall without undue delay notify us in writing of any defect. Such notice shall under no circumstance be given later than five (5) days upon receipt of the goods or the delivery. Any defect that does not appear within this delay, even at thorough examination, shall be notified us in writing without delay. The notice shall enclose the respective delivery note. Date, type, content and number of the delivery have to be specified.
(2) The EAN-code or the bar code on our goods just helps to classify the goods according the European article number. If the code is illegible, this gives only right to a notification of defect if, according to the respetive technical development, the acceptable proportion of mistakes has been exceeded and if this is due to our intent and negligence. The respective regulations of the CCG (Centrale for Coorganisation) are in force.
(3) Any complain allows us to examine and check the goods complained about. Therefore the goods have to remain unchanged.
(4) As far as the complaint has reached us within the period stipulated and ist justified, we first have the right to performance according to § 439 BGB (German Civil Code) within a reasonable period. If any performance is not reasonable for us or not possible within a reasonable period or goes wrong, the buyer has the right to reduce the price or to withdraw from the contract. The enforcement of compensation according to § 7 remains unaffected hereof.
(5) Further or other claims for defect that the buyer might have against us or against one of our accomplices and that are not stipulated in this agreement are excluded.
(6) All claims for guarantee will be in lapse one year after the date of delivery.
§ 7 Liability
(1) Any claims for compensation against us, regardless for which legal reason, especially for breach of duty or unallowed action, are excluded, unless (a) we, our representative or our accomplices or performing accomplices have acted with intent or gross negligence, with exception of a gross fault of a simple accomplice, or (b) compensation for injuring life, body or health or the violation of essential contractual duties (so-called cardinal duties) can be claimed for or (c) we are liable for the acceptance of a guarantee.
(2) Our liability for the violation of cardinal duties is limited to the amount of the triple net invoice amount of the delivery or performance that has caused the claim for compensation, unless we have acted with intent or gross negligence or our liability is based on the injurance of life, body or health or the acceptance of a guarantee.
(3) The liability according to the Product Liability Law remains unaffected thereof.
§ 8 Retention of Title
(1) The delivered goods shall remain our property until paid for in full all claims that we have against the buyer stemming from the business relationsship. In case of a current invoice the reserved property is security for our balance claim.
(2) The buyer may dispose the reserved goods in regular business relationships. For security, the buyer will cede to us any claims against third party stemming from the disposal of the reserved goods. As far as the disposal is made together with other goods that are not our property or in connection with other performances, the claim stemming from the disposal for the amount of the reserved goods is regarded as ceded.
(3) The buyer has the right to collect the ceded claims, while we reserve us the right to revoke the authorization, if the buyer does not fulfil his obligations for payment or does not fulfil them in the stipulated term.
(4) As long as the goods are our property, the buyer has not the right to mortgage them or to transfer them for security. In case of mortgages or other intrusions of third party, the buyer is obliged to contradict these indicating our property and to inform us immediately.
(5) If we should, for the said retention of title, take back the goods that have already been delivered, the buyer is liable for the reduction in value stemming from the disposal and for all further defects if the goods have gone bad and cannot be sold. Furthermore, the buyer has to refund the costs for the re-transport or any further transport.
(6) If the amout of all our security rights exceeds the amount of all secured claims by more than twenty per cent (20%), we will release the security rights on request of the buyer.
§ 9 Disposal
Our goods of the brand “Trüller“ shall only be disposed in the respective original packing. Any unpacking of our goods is not allowed. Moreover, the buyer is obliged to offer only our goods presented in our display boxes.
§ 10 Place of Performance and Court of Jurisdiction
(1) Place of performance for our performances is the seat of Trüller Knabber-Gebäck GmbH, the production site or the respective dispatch warehouse. Place of performance for all payments is our place of business.
(2) Exclusive place of juristidiction for all disputes in connection with these regulations in contact with businessmen, legal persons of public right or publically legal special property is Cologne.
§ 11 Miscellaneous
(1) Should any provision of this agreement be or become invalid, the remaining clauses of the agreement shall remain unaffected thereby. In this case a valid provision shall take effect in lieu of the invalid provision that most closely approximates the desired purpose of the invalid provision in a legally correct way. The same applies if a contractual gap becomes evident when implementing the agreement.
(2) Any changes and supplements hereto require our approval in writing in order to be valid, including if this clause for writing becomes invalid.
(3) The Law of the Federal Republic of Germany shall be applied. The provisions of the UN-buying law (CISG) are excluded.
Date: September 2007