General Terms of Sale
1. General information
1.1. Our Terms of Sale apply exclusively; we will not recognise any conditions of the customer that deviate from or contradict our Terms of Sale, unless we have expressly agreed to their validity in writing. Our Terms of Sale shall also apply if we complete the delivery to the customer unconditionally in awareness of the conditions of the customer that deviate from or contradict our Terms of Sale.
1.2. All agreements concluded between ourselves and the customer for the purpose of carrying out this contract are recorded in this contract, along with our GTCs. Any further agreements or supplements to these conditions shall require our written confirmation to be valid.
1.3. Our Conditions of Sale shall only apply to companies in the sense of Sec. 14 BGB (German Civil Code) if the contract is part of the operations of the company. Our Conditions of Sale shall also apply to legal entities under public law and public law special funds in the sense of Sec. 310 para. 1 clause 1 BGB.
1.4. Offer/applicable law
1.5. Our offers are non-binding, unless otherwise indicated in the order confirmation.
1.6. If we receive an order from a customer which is considered an offer in accordance with Sec. 145 BGB, then we can accept it within two weeks after receipt.
1.7. The contract is subject to the law of the Federal Republic of Germany, excluding conflict-of-law rules, uniform UN Sales Law, or other conventions regarding the law on the sale of goods.
1.8. Prices and payment conditions
1.9. Unless otherwise stated in the order confirmation, our prices include delivery free of charge.
1.10. Statutory VAT is not included in our prices, and will be listed separately on the invoice in the statutory amount applicable on the date of invoicing.
1.11. We reserve the right to increase or reduce prices according to our pricing list valid at the time of delivery, in the case of contracts with an agreed delivery term of more than twelve weeks. If this increase is more than 5% of the original agreed price, then the customer shall be entitled to dissolve the contract.
1.12. Unless otherwise indicated in the order confirmation, the purchase price shall be due for payment immediately from the handover of goods, without deductions.
1.13. Deducting any discount shall require a separate written agreement.
1.14. The customer shall only be entitled to rights of offsetting their its counter-claims have been established in a court of law, or are undisputed or have been recognised by us. Furthermore, the customer shall only be entitled to exercise a right of retention if their counter-claim is based on the same contractual relationship.
1.15. Checks shall only be accepted in lieu of fulfilment and by agreement.
1.16. If we become aware after the contract is concluded of any circumstances indicating a significant deterioration in the customer’s financial position which could, based on obligatory commercial due diligence, endanger our payment claims, then we can request an appropriate security be submitted within a reasonable time period before our services are to be performed, or perform our services only in instalments, in return for payment. If the customer does not fulfil this legitimate request, or does not do so promptly, then we can withdraw from the agreement or request claims for damages instead of payment.
1.17. If the customer falls into default with part of their payment, then we can make the remainder of their payments due immediately, and withdraw from the contract or request claims for damages in lieu of payment without notice due to default of payment as a result of a significant deterioration in the customer’s financial standing.
1.18. The deadline for providing information before collecting a SEPA direct debit for an invoice which is due shall be shortened to one day before the charge. This advance information shall be provided by a relevant notice on the invoice. 1.19. Delivery
1.20. Frozen goods shall be stored up to directly before the time of delivery in freezer units at a minimum of minus 18 degrees Celsius. Thawed goods may not be re-frozen. The purchaser shall ensure that it can maintain the frozen foods cold chain to a core temperature of at least 18 degrees Celsius.
1.21. If the delivery is completed on Euro pool pallets and with associated load handling equipment, then equivalent, usable load handling equipment must be provided for the exchange. If this is not ready at the time of delivery, then our load handling equipment shall be provided on loan, with an obligation to immediately return load handling equipment of an average type and quality. If the return obligation is fulfilled late, return costs and transfer fees may be charged for a maximum of 30 days. The flat rate for this purpose shall be 0.75 € per pallet / day.
1.22. In order for us to comply with our delivery obligation, our preliminary suppliers and the customer must promptly and properly fulfil their own obligations. We will accept no guarantee for characteristics in the sense of Sec. 276 para. 1 clause 1 BGB. If it is necessary for us to complete our delivery obligations that operating materials be sent to us first, then we reserve the right to withdraw from the contract in the case of fire damage, traffic jams, interruptions in the energy or raw materials supplies, official dispositions, or the consequences of force majeure. We undertake to promptly inform the customer of the non-availability and to reimburse any payments made promptly.
1.23. If the customer falls into default of acceptance, or if the customer culpably violates other duties of collaboration, we are entitled to request reimbursement of damages to which we are entitled, including any additional expenditures. We reserve the right to assert further claims.
1.24. If the requirements of para. 4 are met, then the risk of accidental deterioration or destruction of the purchased goods shall be transferred to the customer at the time when they fall into default of acceptance or debtor's default.
1.25. We shall be liable by law if the default of delivery was based on an intentional or grossly negligent contractual violation for which we are culpable; any culpability on the part of our representatives or agents shall be attributed to us if they have acted in an intentional or grossly negligent manner. If the default of delivery was not based on an intentional contractual violation for which we are culpable, then our liability for damages shall be limited to typical and foreseeable damages.
1.26. Furthermore, we shall be liable by law if the default of delivery for which we are responsible was based on the culpable violation of a cardinal contractual obligation; however, in this case our liability for damages shall be limited to the typical, foreseeable damages.
1.27. Liability for material defects and defects of title
1.28. Only the customer shall be entitled to guarantee and liability claims, which may not be assigned to any other party. For the customer to have any rights due to defects, they must furthermore fulfil their duties of investigation and complaint in accordance with Sec. 377 HGB (German Commercial Code).
1.29. In the case of articles with an European article number (EAN) and/or EAN bar code, we only guarantee correct assignment of the EAN. We will only accept liability for the legibility of the EAN bar code in accordance with these conditions to the extent that the typical average error rate based on state of the art technology is exceeded in the production process for the total quantity of delivered articles; the regulations published by the Centrale für Coorganisation GmbH (CCG), Cologne, shall be used as the basis.
1.30. If there is a defect in the purchased object, then we are entitled to provide supplementary performance. If supplementary performance fails, then the customer is entitled to withdraw from the agreement or reduce payment at their discretion.
2.1. Claims for damages by the customer for any legal reason are excluded, unless otherwise indicated in the following. We will be liable for damages if we are liable to pay such damages by mandatory law, in particular:
- in cases of intentional action by us, one of our representatives, or agents,
- in cases of gross negligence by us, one of our representatives, or one of our executive employees,
- in case of culpable injuries to life, body, or health,
- as a result of a provided guarantee,
- in accordance with the regulations of the Product Liability Act, or
- in case of culpable violation of contractual obligations that make the proper execution of the contract possible, and
which the customer therefore trusts or should be able to trust will be fulfilled (called cardinal obligations or
significant contractual obligations), whereby our liability in such cases shall be restricted to foreseeable damages
which are typical for the contract.
2.2. The statute of limitations for defect claims shall be 12 months, calculated from the transfer of risk. Claims resulting from injuries to life, body, or health and claims for damages resulting from gross culpability or the provisions of the Product Liability Act shall remain unaffected.
2.3. Joint liability
2.4. Any further liability for damages beyond that set forth in clause 6 shall be excluded, regardless of the legal nature of the asserted claim. This applies in particular for claims for damages resulting from culpability at the time the contract is concluded, resulting from other breaches of duty or resulting from tortious claims for reimbursement of material damages according to Sec. 823 BGB.
2.5. The limitation under paragraph 1 shall also apply if the customer requests reimbursement of wasted expenses in place of payment for a claim to reimburse damages.
2.6. Retention of ownership
2.7. We reserve ownership of the purchased goods until we receive all payments to which we are entitled under the Delivery Contract. We are entitled to take back the purchased goods in case of conduct by the customer that violates the contract, in particular default of payment. Our request for return of the goods shall be considered withdrawal from the contract. After taking back the purchased goods, we are entitled to sell them and offset the proceeds of the sale against the customer's liabilities, minus reasonable costs of sale.
2.8. The customer must inform us promptly in case of seizures or other actions by third parties, so that we can file a claim according to Sec. 771 ZPO (Code of Civil Procedure). If the third party is not able to reimburse us for the court or extra-judicial costs of a claim according to Sec. 771 ZPO, then the customer shall be liable for any losses we suffer.
2.9. The customer may sell the goods in the course of their normal, customary business activities or mix them and/or process them with other goods; however, the customer hereby already assigns all claims that they receive against their purchasers or third parties as a result of the sale to us in the final invoiced amount (including VAT) of our claims asserted against them, regardless of whether the purchased goods were sold with or without further processing. The customer shall be entitled to collect assigned claims as long as they fulfil their payment obligations towards us. However, we may revoke this entitlement and demand that the customer request payments be made by third parties to us if they do not fulfil their payment obligations towards us, in particular in cases of default of payment or if payments are halted. If this is the case, we can request that the customer inform us of the assigned claims and their debtors, and provide all information necessary to collect the claims, along with all associated documents, and inform the debtors of the assignment.
2.10. The customer shall also assign us the claims to which it is entitled against a third party in order to secure our claims against the customer if the purchased goods are connected to a property.
2.11. We hereby undertake to release the securities to which we are entitled at the request of the customer if the realisable value of our securities exceed the claims to be secured by more than 10%. We are entitled to select the securities to be released.
2.12. Taking back packaging
2.13. According to Sec. 15 para. 1, 3 of the Packaging Act (VerpackG), we will take back used, emptied packaging that is not subject to system participation free of charge and recycle or reuse it.
2.14. Please note that only transport packaging, sales and outer packaging that does not typically occur as waste for private consumers, or packaging for which system participation is not possible because it is incompatible with the system according to Sec. 7 para. 5 VerpackG, sales packaging for filling materials containing pollutants, or reusable packaging are included in the commitment to take back packaging under paragraph 1.
2.15. If we are the final distributor of the aforementioned packaging, then our obligation to take back packaging shall furthermore be restricted to such aforementioned packaging that comes from goods we include in our product ranges; the final distributor is the distributor that provides the packaging to the consumer, whereby the consumer is the entity that uses the goods in the form delivered to them in such a manner that it can no longer be exploited commercially (Sec. 3 para. 13, 10 VerpackG).
2.16. Packaging shall be taken back at the headquarters in Hilter.
2.17. Payment through centralised settlement (debt collection)
2.18. If the customer pays claims to another entity for the purpose of centralised settlement, generally referred to as a debt collection agency, then our claim shall be satisfied only when the funds are delivered to us.
2.19. Payments by the customer to such agencies shall not fulfil our claims, even if these (framework) agreements or any formulations used by us refer to “debt collection agencies” or equivalent formulations.
2.20. The customer can request at any time in writing to no longer take part in such centralised settlement.
2.21. Data protection
All data provided by the customer shall be used only in compliance with the data protection law provisions of the General Data Protection Regulation (GDPR), the Federal Data Protection Act (BDSG) and the Telemedia Act (TMG). The customer hereby undertakes to use all data provided to them in compliance with relevant laws.
3. Place of fulfilment and place of jurisdiction
3.1. If the customer is a merchant, our headquarters shall be the place of jurisdiction; however, we are also entitled to file suit against the customer at their headquarters.
3.2. Unless otherwise stated in the order confirmation, our headquarters is also the place of fulfilment. The place of fulfilment for the customer’s payment obligations is Hilter.