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1. The following conditions apply to all our deliveries, services and offers in business transactions with entrepreneurs, i.e., natural, or legal persons or partnerships with legal capacity who, when concluding this contract and placing orders, act in the exercise of their commercial or self-employed activity (§ 14 Para 1 BGB), as well as for legal entities under public law and special funds under public law. The following conditions do not apply to consumers within the meaning of § 13 of the German Civil Code.
2. Agreements that deviate from our general terms and conditions of sale are only effective if they are specifically confirmed by us in written form.
3. In addition to the following terms and conditions, the COFREUROP terms and conditions apply to trade in fruit and vegetables, unless they are amended or supplemented by the following terms and conditions. In any case, the following conditions shall take precedence. You can of course request the COFREUROP conditions from us.
The submitted offer by the customer is a binding offer. We are entitled to accept this offer within two weeks by sending an order confirmation or the ordered goods.
1. Compliance with our delivery obligation presupposes the timely and proper fulfillment of the customer’s obligations.
2. Deliveries are made at the risk of the customer to the shipping address specified by him. This also applies if the delivery is made from a different location than our warehouse. We are not obliged to make deliveries abroad; If no domestic shipping address is given, we can also make the ordered goods available for collection.
1. Our invoices are due for payment without deduction within 14 days of the invoice date unless our order confirmation states otherwise.
2. The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. In addition, he is authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
3. Our prices are net, i.e., plus statutory VAT, freight, and packaging.
4. We reserve the right to increase our prices accordingly if cost increases occur after conclusion of the contract, due to wage agreements or material price increases, and if there are more than four months between conclusion of the contract and the agreed delivery. We will provide evidence of the price increases to the customer upon request.
1. In the event of suspension of payment, protest of a bill of exchange, impaired creditworthiness, and trustworthiness, as well as the occurrence of other events that jeopardize or could jeopardize the proper processing of the transaction, we are entitled to release ourselves from our obligation to perform and to withdraw from the contract if the customer, despite a request to performance step-by-step or security deposit is not ready.
2. If the ordered goods are not available for which we are not responsible, we are also entitled to withdraw from the contract. We undertake to inform the customer immediately about the non-availability and to reimburse any consideration immediately.
1. We are liable for damages for which we are responsible – regardless of the legal reason – only if the damage
a) is caused by culpable violation of a contractual obligation or in a way that endangers the achievement of the purpose of the contract or
b) is due to gross negligence or intent.
2. If we are liable in accordance with Section 1 a) for the breach of a contractual obligation without gross negligence or intent, liability is limited to the extent of damage that we typically had to expect at the time the contract was concluded due to the circumstances known to us at that time.
3. The above limitation of liability according to Section 2 applies in the same way to damage caused by gross negligence or intent on the part of our employees or agents who do not belong to our managing directors or senior employees.
4. In the cases of Sections 2 and 3, we are not liable for indirect damage, consequential damage, or loss of profit.
5. The typically foreseeable extent of damage in no case exceeds the coverage of our business liability insurance in the amount of EUR 2,500,000.
6. The limitations of liability according to items 1 to 5 also apply in favor of our employees and agents.
7. For damage resulting from injury to life, limb or health resulting from negligent breach of duty by us or an intentional or negligent breach of duty by one of our legal representatives or one of our vicarious agents, we are liable without limitation.
8. Our liability according to §§ 1 and 4 of the Product Liability Act remains unaffected.
9. Further limitations of liability according to the COFREUROP conditions remain unaffected.
10. Some of our European service providers and global suppliers are IFS-certified (such as IFS Food, IFS Logistics, IFS Wholesale / Cash & Carry) or BRC-certified according to their business focus.
1. We reserve ownership of the purchased item until all payments from the delivery contract with the customer have been received.
2. In the event of attachments or other interventions by third parties, the customer must inform us immediately in writing so that we can file a third-party objection action in accordance with § 771 ZPO. Insofar as the third party is not able to reimburse us for the court and out-of-court costs of a lawsuit in accordance with § 771 ZPO, the customer is liable for the loss incurred by us.
3. Upon conclusion of the contract, the customer assigns to us all claims in the amount of the final invoice amount (including VAT) that accrue to him from a resale against his customers or third parties, regardless of whether the resale was permitted in the individual case. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim itself remains unaffected. However, we undertake not to collect the claim if the customer meets his payment obligations from the proceeds received, is not in default of payment and no application for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all the information required for collection, hands over the relevant documents and notifies the debtors (third parties) of the assignment.
4. If the delivered goods are inseparably mixed, blended or combined with other goods, we acquire co-ownership of the uniform item at a proportion that corresponds to the value of the delivered goods in relation to the value of the mixed goods at the time of mixing or combining, blending or connection corresponds. From the claims from the sale of goods to which we have acquired co-ownership due to mixing, blending or connection, the customer hereby assigns a senior partial amount,
which corresponds to our co-ownership share, to us. If the customer sells goods that are our property or co-ownership together with other goods that do not belong to us for a total price, the customer hereby assigns to us a senior partial amount of this total claim corresponding to the share of the reserved goods. For the rest, clause 3 sentence 2 et seq. applies.
5. We undertake to release the securities to which we are entitled at the customer’s request insofar as the value of our securities exceeds the claims to be secured by more than 10%; we are responsible for selecting the securities to be released.
1. German law applies exclusively to the contractual relationship with our customers. The application of the uniform UN sales law (CISG) and such conflict of law provisions according to which foreign law would be applicable is excluded. Insofar as mandatory provisions of other legal systems cannot be contractually excluded according to the international conflict of laws applicable in Germany, these remain unaffected.
2. Place of jurisdiction is our place of business; however, we are entitled to take legal action against the customer at his registered office.
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