General Business Terms and Conditions (German abbreviation: AGB) Thüringer Kräuterhof GmbH & Co KG
§ 1 General information – scope
(1) Our Terms of Sale shall apply exclusively; we shall not recognise contradictory terms and conditions of the orderer or terms and conditions that deviate from our Terms of Sale, unless we had explicitly agreed to their validity in writing. Our Terms of Sale shall also apply if we carry out the delivery to the orderer without reservation in the knowledge of contradictory terms and conditions of the orderer or terms and conditions that deviate from our Terms of Sale.
(2) All agreements, which are reached between us and the orderer for the purpose of executing this contract, are recorded in writing in this contract.
(3) Our Terms of Sale shall only apply towards entrepreneurs within the meaning of Section 310 Para. 1 German Civil Code [Bürgerliches Gesetzbuch - BGB].
§ 2 Offer – offer documents
If the order is to be qualified as an offer pursuant to Section 145 BGB then we can accept this within 4 weeks.
§ 3 Packaging by using our brands
(1) Insofar as we pack goods by order of the orderer and, at the same time, mark these with our trademarks and solely the company of the orderer is named as manufacturer on the packaging, the orderer shall recognise our sole holdership to the used trademarks and undertakes not to derive any rights against us from the use of the trademark.
(2) The orderer is entitled to solely use the trademarks used to mark the goods within the scope of the sell-off of the goods.
(3) The orderer will support us with all measures, upon request, which are necessary in order to safeguard our rights to the trademark and defend these. The orderer will in particular notify us of each designation, which could infringe our rights to the trademark.
§ 4 Prices – terms of payment
(1) Insofar as not otherwise derived from the order confirmation, our net prices shall apply ex works pursuant to the respectively valid price list. The prices stated in the respectively valid price list as well as price-quantity details are without obligation. The packaging is included in the kg price. Taking back and disposal of the packaging are not included in the price.
(2) The statutory value added tax is not included in our prices; it will be shown separately in the statutory amount in the invoice on the day of the invoicing.
(3) The deduction of cash discount shall require a special written agreement.
(4) Insofar as not otherwise derived from the order confirmation, the purchase price is due and payable without deduction within 10 days from the invoice date. The statutory regulations relating to the consequences of the default of payment shall apply.
(5) The orderer will only be entitled to rights to offset if its counterclaims have been determined final and binding, are undisputed or have been recognised by us. In addition, it is authorised to exercise a right of retention to the extent that its counterclaims are based on the same contractual relationship.
§ 5 Delivery time
(1) The delivery of the goods will be carried out immediately after the receipt of the order and payment of the invoice sent following this within the deadline.
(2) The compliance with our delivery obligation shall presume the timely and proper fulfilment of the orderer’s obligation. The right to the plea of unfulfilled contract shall remain reserved.
§ 6 Passing of risk
Insofar as not otherwise derived from the order confirmation, delivery “ex works” is agreed. The shipment of the goods shall thus be carried out at the account and risk of the orderer.
§ 7 Liability for defects
(1) Our products are produced by taking applicable European and German Food Law into consideration and are determined for sale in the European Union (EU). With regard to residues of pesticides our products comply with the Regulation (EC) No. 396/2005. If the customer intends to sell our products outside of the European Union (EU), the customer is obliged to examine the compliance of our products with the legal regulations applicable in the country of destination and to ensure the compliance with these regulations. We do not assume any liability for the compliance of our goods with the law applicable in states outside of the European Union (EU).
(2) Claims due to defects of the orderer presume that it has properly satisfied its responsibilities for inspection and to report a complaint owed according to Section 377 German Commercial Code [Handelsgesetzbuch - HGB].
(3) Insofar as a defect exists to the object of purchase for which we are responsible, we are entitled to deliver a replacement.
(4) If the subsequent fulfilment fails then the orderer is entitled at its choice, to request rescission or reduction.
(5) We shall be liable according to the statutory provisions, insofar as the orderer asserts claims for damages, which are due to wilful intent or gross negligence, including wilful intent or gross negligence of our representatives or vicarious agents. Insofar as we are not accused of a wilful breach of contract, the liability for damages is limited to the foreseeable, typically occurring damages.
(6) We shall be liable according to the statutory provisions, insofar as we culpably breach an essential contractual obligation; in this case, however, the liability for damages is limited to the foreseeable, typically occurring damages.
(7) Insofar as the orderer is entitled to a claim for compensation of the damages instead of the service, our liability is also limited within the scope of Par. (4) to compensation of the foreseeable, typically occurring damages.
(8) The liability owing to culpable injury to life, the body or health shall remain unaffected; this shall also apply to the mandatory liability according to the Product Liability Act.
(9) Insofar as not otherwise regulated above liability is excluded.
(10) The statute-of-limitations for claims due to defects is 12 months, beginning from the passing of risk.
§ 8 Protection by reservation of title
(1) We reserve the property to the object of purchase until the receipt of all payments from the supply contract. In case of conduct of the orderer in breach of the contract, in particular with default of payment, we are entitled to take the object of purchase back. The taking back of the object of purchase by us shall not constitute a rescission of the contract, unless we had explicitly declared this in writing. The attachment of the object of purchase by us shall always constitute a rescission of the contract. After taking the object of purchase back we are authorised to sell it, the sales proceeds are to be offset against the liabilities of the orderer– minus reasonable sales costs.
(2) The orderer is entitled to resell the object of purchase in the proper course of business; it shall, however, hereby now already assign us all claims in the amount of the final invoice amount including VAT. of our claim, to which it is entitled from the resale against its buyers or third parties. The orderer shall also remain authorised to collect this claim after the assignment. Our authorisation to collect the claim ourselves shall remain unaffected hereby. We undertake, however, not to collect the claim as long as the orderer satisfies its payment obligations from the collected proceeds and is not in default of payment. If this is the case, however, then we can request that the orderer announces the assigned claims and their debtors to us, provides all details that are necessary for the collection, hands over the associated documents and notifies the third party debtor of the assignment.
(3) If the object of purchase is inseparably mixed with other objects, which do not belong to us, we shall acquire the co-ownership to the new object in the ratio of the value of the object of purchase (final invoice amount, including VAT) to the other mixed objects at the time of the mixing. If the mixing is carried out to the extent that the object of the orderer is to be seen as the main object then it shall be deemed as agreed that the orderer shall transfer pro rata co-ownership to us. The orderer shall hold the thus established sole ownership or co-ownership in safekeeping for us.
§ 9 Place of jurisdiction – place of performance
(1) Insofar as the orderer is a merchant our registered seat is the place of jurisdiction; we are however entitled to also file action against the orderer at the court of its domicile.
(2) The law of the Federal Republic of Germany shall apply; the validity of the UN Convention on Contracts for the International Sale of Goods is excluded.
(3) Insofar as not otherwise derived from the order confirmation, our registered seat is the place of performance.