Terms and Conditions
Conditions of Delivery and Payment
1. Scope of Delivery Obligation
Regarding the scope of delivery and its implementation: In each case the written order or consignment will prevail. The supplier is authorised to execute partial deliveries also. If the supplier is, for whatever reason and without gross personal negligence temporarily or permanently unable to deliver, the delivery obligation will be void without any liability to compensation. General terms and conditions of purchase and other conditions communicated by the client are binding only when explicitly acknowledged in writing by the supplier. This also applies to verbal side agreements.
2. Prices According to Price List
a) The prices stated are net prices, duty paid, without Value Added Tax.
b) Prices include free door-to-door delivery within the Euro currency area of the German Central Bank (Deutsche Bundesbank). In each case, the relevant prices are those applicable on the day of delivery, plus the respective amount of Value Added Tax.
Shipping is free to the door to the customer’s destination. The supplier is authorised to choose the most reasonable shipping method for the given situation and to the best of the supplier’s judgement. Euro pallets are to be exchanged in a suitable, reusable condition as and when delivery takes place. Shipping commences from the factory/central warehouses unless delivery is possible from a more closely located shipping company’s warehouse.
4. Reservation of Ownership
a) The goods remain our property until all outstanding bills have been paid in full, including ancillary claims, damage claims and encashment of cheques.
b) The reservation of ownership also remains effective if individual receivables by us are incorporated in an open account, which is then balanced and approved.
c) The customer is entitled to sell on goods subject to retention of title only with due consideration of the following terms and only provided that all claims in line with 4e are indeed demised to us.
d) The authority of the customer to sell goods subject to retention of title in accordance with the regulations of commercial transaction ends with our revocation of that arrangement, both as a consequence of a lasting impairment of the customer’s financial situation and in the case of delayed payment, and definitely when payment is suspended or with bankruptcy or settlement proceedings concerning the customer’s assets being applied for or opened.
e) The customer hereby assigns the receivables, including all ancillary rights from the resale of goods subject to retention of title, to the seller. If the customer has sold the amount receivable as part of real factoring he assigns the superseding amount receivable against the factor to us. We accept the assignment.
f) The customer is authorised to collect assigned receivables as long as payment obligations are met. Direct debit authorisation expires on revocation, but definitely with the customer’s delay of payment or substantial impairment of the customer’s financial situation. In this case we are authorised by the customer to inform the subpurchaser of the assignment and to collect the amount receivable ourselves. The customer is obliged to hand over to us on demand a precise list of the outstanding accounts due to us, including the names and addresses of the purchasers, the amounts of the individual outstanding accounts, date of invoice etc. and to give us all further information necessary for the enforcement of the assigned receivables, and to allow the verification of this information
g) Should the value of the guarantee given to us exceed our claims by more than 20% we are obliged to release guarantees of our choice on the customer’s demand or on that of a third party affected by our excessive assurance.
h) Pledging and transfer of securities concerning goods subject to the retention of title or assigned receivables are prohibited. We are to be informed immediately of any garnishments, specifying the pawnee.
i) If we take back the delivery item due to reservation of ownership, a resignation from the contract only exists if we explicitly declare this to be the case. We are authorised to satisfy our claims through a discretionary sale of the goods subject to retention of title that we have taken back.
j) The customer will stock the goods subject to retention of title for us free of charge. The customer is obliged to insure against prevailing risks such as fire, theft and damage from water with appropriate, common coverage. The customer hereby assigns his compensation claims towards insurance companies or other liable parties resulting from damages of the kind listed above to us in the amount of the invoice value of the goods. We accept the assignment.
k) All claims, as well as the rights resulting from reservation of ownership in all of the special forms determined above, remain in existance up to the point of release from all contingencies that we have agreed to in the customer’s interest.
l) If a third party pays the buying price, in place of the customer and with the customer’s full knowledge, we are authorised to assign or transfer the ownership of the goods sold and outstanding accounts from their resale to the third party in such a way that the third party will become the original customer’s legal successor in accordance with the terms and conditions mentioned above.
5. Conditions of Payment
Invoices are payable within 8 days of the billing date, without abatement, to one of our accounts. Cheques are accepted as payment only after the credit entry has been received without any reservations. If the period allowed for payment has expired default interest and expenses in an amount in line with standard banking practice will be charged. In the case of cheque payment the assessment and calculation of default interest is subject to the value date of the credit entry. The retention of payments, for any reason whatsoever, and/or compensation with any counter claims from the purchaser are ruled out unless they are undisputed, ascertained in a legally binding way or ready to be decided on.
6. Trademark Protection
The products may only be sold in their unchanged original packaging. The use of the registered trademark Fresh Factory is not permitted.
7. Warranty and Auditing Duty
The supplier guarantees that the products strictly comply with valid German food regulations and do so in a consistent or improved quality. The goods are to be examined immediately upon receipt. Complaints are to be brought to our notice in writing immediately, but no later than 24 hours of receipt of delivery. Warranty claims must not be assigned to third parties by the customer.
8. Subsidiary agreements
Verbal side agreements with our agents and variations of terms must be confirmed by us in writing to be valid.
9. Final Clause
If individual terms within these Terms and Conditions are, or become, invalid, this does not affect the validity of the remaining terms.
10.Place of jurisdiction and execution
For both parties is Hamburg.