1. Scope of application
(1)
Deliveries and services shall be provided exclusively on the basis of these terms and conditions (GTC). The Seller does not recognise any conflicting or deviating terms and conditions of purchase, otherwise they require written confirmation to be effective. The terms and conditions shall also apply if the seller delivers without reservation in the knowledge of terms and conditions of the customer that conflict with or deviate from these terms and conditions.
(2)
Special agreements between the Seller and the Customer on the conclusion and execution of the contractual relationship shall take precedence over the General Terms and Conditions and shall be set down in writing.
2. Contracting parties
The operator of the homepage and contractual partner for all orders is
Ostermühle Naturkost GmbH, legally represented by the managing directors Dipl.-Ing. (FH) Rolf Mack und Martina Mack,
Mühlgasse 30, D-89129 Langenau
Tel.: +49 (0)7345-929490, Fax +49 (0)7345-92949-20
E-Mail: info@ostermuehle.de
Homepage: www.ostermuehle.de
DE-ÖKO-006
Local Court Ulm, HRB 4322
VAT ID no.: USt.-ID-Nr. DE 216415464
VAT no.: Ust.Nr. 88003/60759
3. Offers
All offers are strictly subject to change and, unless otherwise stated, are per kilogram/per piece, plus the statutory value added tax ex works. All information on dimensions, weights or other performance data shall only be binding if and insofar as the seller expressly designates them as binding in writing. The samples shall be deemed to be non-binding samples for inspection and shall only represent the general quality of a product, as deviations in quality and taste always occur with natural products. The product specifications correspond to the current knowledge and experience of the seller, they do not represent an agreement on the quality, but serve only as information about the product.
4. Terms of payment
(1)
Unless otherwise agreed, the seller's prices shall apply in accordance with the respective valid price lists. All prices are net Euro prices plus statutory VAT, which is shown separately in the invoice. The deduction of discounts as well as special prices and special conditions require a special written agreement or the written, unilateral granting.
(2)
The purchase price is due immediately upon delivery and payable within 14 days without deduction unless otherwise agreed in individual cases. The statutory provisions on default of payment shall apply. The timeliness of payment shall be determined by the date of receipt of payment.
(3)
Only counterclaims recognised in writing or legally established entitle the customer to set-off and retention.
(4)
If a customer fails to meet his payment obligations or if other circumstances give rise to doubts about his ability to pay, this entitles him - subject to further claims - to withdraw from the current contract and other contracts already concluded with him and/or to make future services dependent on advance payment.
5. Delivery conditions
(1)
Deliveries are made to retailers and wholesalers, as well as mills, natural food shops and farm shops.
(2)
The minimum order value for free delivery is 70.00 euros. In the case of short orders, the postage/freight costs will be charged. The seller reserves the right to round up or down the order quantity in order to be able to deliver in packaging units in stock.
(3)
If the order is to be qualified as an offer within the meaning of Section 145 German Civil Code (BGB), this can be accepted within two weeks. A legally binding contract shall only be concluded upon acceptance of the order.
(4)
Delivery is only possible if the goods are in stock. There is no legal claim to the ordered goods.
(5)
In the event of force majeure and other impediments to performance for which the seller is not responsible, delivery shall be postponed for the duration of the impediment. The customer shall not be entitled to claims for damages for this reason. In all other respects, the Seller shall be liable in accordance with the statutory provisions.
(6)
All deliveries shall be made including the necessary and required packaging. The provisions of the German Packaging Act (VerpackG) shall apply to disposal. However, individual contractual agreements shall take precedence.
(7)
Unless otherwise stated in the order confirmation, delivery "free domicile" is agreed.
7. Obligation to examine and notify defects; liability; limitation period
(1)
Claims for defects on the part of the customer presuppose that the customer has properly fulfilled his obligations in accordance with Section 377 of the German Commercial Code (HGB). The customer must inspect the goods for completeness, obvious defects and transport damage immediately after delivery by us and, if a defect is found, report it in writing immediately, but no later than within three days of becoming aware of it. In the event of transport damage in the case of delivery by a forwarding agent, this must be noted on the consignment note. If the customer fails to notify us, the goods shall be deemed to have been approved, unless the defect was not recognisable during the inspection.
If such a defect becomes apparent at a later date, the notification must be made in writing without delay, but no later than within three days of becoming aware of it; otherwise the goods shall be deemed to have been approved also in view of this defect.
The timely dispatch of the notification shall be sufficient to preserve the rights of the buyer.
(2)
Claims of the customer for damages are excluded. Excluded from this are claims for damages by the customer arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by the seller, his legal representatives or vicarious agents. Material contractual obligations are those whose fulfilment is necessary to achieve the objective of the contract.
(3)
In the event of a breach of material contractual obligations, the seller shall only be liable for the foreseeable damage typical for the contract if this was caused by simple negligence, unless it is a matter of claims for damages by the customer arising from injury to life, limb or health.
(4)
The restrictions of paragraphs 2 and 3 shall also apply in favour of the legal representatives and vicarious agents of the seller if claims are asserted directly against them.
(5)
The limitations of liability resulting from paragraphs 2 and 3 do not apply insofar as the seller has fraudulently concealed the defect or has assumed a guarantee for the quality of the item. The same applies insofar as the seller and the customer have reached an agreement on the quality of the item. The provisions of the Product Liability Act shall remain unaffected.
(6)
Claims of the buyer due to material defects shall become time-barred one year after the transfer of risk. Excluded from this are claims for damages due to injury to life, body or health and/or claims for damages due to damage caused by gross negligence or intent on the part of the seller. In this respect, the statutory limitation periods shall apply.
8. Extended retention of title
(1)
Until receipt of all payments from the business relationship with the customer, the seller retains ownership of the delivered goods.
(2)
In the event of conduct by the customer in breach of contract - in particular in the event of default in payment - the seller shall be entitled to withdraw from the contract and to demand the return of the goods subject to retention of title.
(3)
In the event of seizures and other interventions by third parties on the goods subject to retention of title, the customer shall draw attention to the right of ownership and notify the seller in writing without delay.
(4)
The customer is entitled to sell the goods subject to retention of title in the ordinary course of business, provided that this is done on the customer's normal terms and conditions and under agreement of a retention of title. However, he shall assign to the seller all claims in the amount of the final invoice amount (including VAT) accruing to him from the resale against his customers or third parties. The seller accepts the assignment. Pledging or transfer by way of security of the reserved goods is not permitted.
(Kopie 9)
9. Jurisdiction/Place of Performance/Applicable Law/Language
(1)
The place of jurisdiction and performance for all rights and obligations arising from and/or in connection with this contract as well as any future disputes between the contracting parties shall be Ulm, Germany.
Notwithstanding the provision pursuant to sentence 1, the seller shall also be entitled to assert claims against the customer before the courts of the customer's general and special place of jurisdiction.
(2)
The law of the Federal Republic of Germany shall apply exclusively; the UN Convention on Contracts for the International Sale of Goods is excluded.
(3)
Contractual and business language is German.
