ОБЩИЕ КОММЕРЧЕСКИЕ УСЛОВИЯ
General Terms and Conditions of Sale and Delivery
General provisions: The terms and conditions detailed below shall apply to all our contracts, products and other services, unless they are amended or excluded by express written agreement with us. The application of any terms and conditions used by Purchaser shall be excluded, even if we do not expressly object to them and carry out the delivery without reservation. Any deviations and additions drafted by Purchaser shall only be effective with our express written confirmation. Our offers are always non-binding.
Sale of goods shall be subject to the availability of supplies, except for contracts already concluded. Orders shall not be deemed accepted until confirmed in writing. Small orders shall also be deemed confirmed by issuing the invoice or by delivering the goods.
Delivery shall be made at the expense and risk of the recipient, unless agreed otherwise, postage paid to the recipient’s receiving station. Any special charges arising from accelerated delivery by express freight or express parcel post shall be borne by the recipient.
Complaints can only be taken into account if submitted in writing within 10 days of receipt of the goods. In the event of damage to the consignment, the recipient is required under the statutory provisions to have the condition of the delivery immediately established by the corresponding forwarding company with legal effect. We accept no liability if the goods are processed, handled and stored improperly contrary to the statutory provisions. In the event of justified complaints, we shall only be obliged to accept the return of the goods delivered. Any further claims for compensation shall be excluded.
Returns will not be accepted without prior arrangement.
Prices and terms of payment: Our invoices shall be due for payment within 30 days of the invoice date in full or within 10 days with 2% discount. If payment is made by direct debit or cash on delivery, 3% discount will be deducted directly from the invoice total. Raw spice deliveries shall be due for payment in full immediately after receipt. If payment is made after the due date, we reserve the right to charge default interests at the customary rate above the base interest rate set by the European Central Bank. Payments to our sales representatives may only be made upon presentation of the collection authorisation signed by us.
Reservation of title: Until settlement of all present or future claims (including all current account balance claims) Seller is entitled to against Purchaser, no matter on what legal grounds, Seller shall be granted the following securities, which he will release upon request at his option to the extent that their value permanently exceeds the claims by more than 20%.
The goods shall remain Seller’s property. Any processing or transformation shall always be performed for and on behalf of Seller, however, without involving any obligation on his part. In the event that Seller’s (joint) ownership expires as a result of combination, it shall be deemed hereby agreed that Purchaser’s (joint) ownership of the item created by combination shall pass on to Seller in proportion of the value of the goods delivered (invoice amount). Purchaser shall store Seller’s (shared) property free of charge. Goods to which Seller holds rights of (joint) ownership are hereinafter referred to as reserved goods.
Purchaser shall be entitled to process and sell the reserved goods in the normal course of business as long as he does not default on payment. Pledging or transfer as security shall not be permitted. Purchaser hereby assigns to Seller as security all claims (including all current account balance claims) in respect of the reserved goods arising from the resale or on any other legal grounds (insurance, tort). Seller hereby authorises Purchaser on a revocable basis to collect the claims assigned to Seller for latter’s account in his own name. This collection authorisation may only be revoked if Purchaser fails to properly comply with his payment obligations.
In the event that the reserved goods are seized by a third party, in particular by way of attachment, Purchaser shall point out Seller’s ownership and notify Seller without undue delay so that he can enforce his rights of ownership. To the extent that the third party is unable to reimburse Seller for the judicial or extrajudicial costs incurred in this connection, such costs shall be borne by Purchaser. In the event that Purchaser breaches the contract – in particular if he defaults on payment – Seller shall be entitled to withdraw from the contract and demand return of the reserved goods.
Place of performance and jurisdiction: The place of performance shall be Viernheim. The place of jurisdiction for any disputes, including proceedings based on bills of exchange and cheques, with merchants, legal entities under public law or public-law entities with special public funds as well as customers who have no general place of jurisdiction within Germany shall be Lampertheim.
Final provisions: All disputes arising in connection with this contract or its validity shall be resolved conclusively in accordance with the Arbitration Rules of Deutsche Institution für Schiedsgerichtbarkeit e. V. (DIS – German Institution of Arbitration) excluding normal judicial recourse.
Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a regulation that embodies as closely as possible the economic purpose of the invalid provision.