Catalogue Conditions of Sale, Delivery and Payment

7.
EXCLUSION OF WARRANTY RIGHTS
Warranty claims by the Buyer shall be excluded for material defects which do
not or only insignificantly impair the value and suitability of the goods for the
use discernible by us.
8. OTHER LIABILITY
8.1 Unless specified otherwise in these General Terms of Delivery including the
following provisions, we shall be liable for a breach of contractual and noncontractual obligations in accordance with applicable legal regulations.
8.2 We shall be liable for damages – regardless of the legal basis – in the event
of intent or gross negligence. In cases of ordinary negligence, we shall only
be liable
(a) for damages resulting from injury to life, body or health,
(b) for damages from a breach of a material contractual obligation (an obligation the fulfilment of which is essential for the proper performance of the
agreement and on the fulfilment of which the contractual partner regularly
relies and can rely); in this case, however, our liability shall be limited to
compensation for the foreseeable, typically occurring damage.
8.3 The limitations of liability arising from 8.2 shall not apply if we have fraudulently concealed a defect or assumed a guarantee specifying the quality of
goods. The same applies to claims of the Buyer under the Product Liability
Act.
8.4 The Buyer may withdraw from or terminate the agreement because of a
breach of duty which does not constitute a defect only if we are responsible
for the breach of duty. In all other cases, the statutory requirements and legal
consequences shall apply.
8.5 Insofar as our liability is excluded or limited, this shall also apply to the
personal liability of our staff, employees, associates, agents and agents in
performance.
8.6 The parties shall not be liable for any damage due to circumstances which
are not the fault of either party, over which neither party has any control
and which cannot be prevented or remedied even with the utmost care to
be expected, such as war, pandemics, epidemics, state-imposed restrictions, acts of terrorism or natural disasters (“force majeure”). If such an
unforeseen event occurs, the affected party shall notify the other party. The
parties shall then agree in good faith on how to proceed and shall take any
mutually agreed measures that may be necessary.
9. STATUTE OF LIMITATIONS
9.1 The statute of limitations for Buyer’s claims for material defects and defects
in title shall be one year from the transfer of risk. Claims for damages
because of injury to life, body or health and damage caused through gross
negligence or intentionally by the Seller do not fall under this statute of
limitation. Insofar, the legal statutes of limitation shall apply.
9.2 The statute of limitation periods under the Product Liability Act shall remain
unaffected in any case.
10. PRODUCT RECALL
10.1 In case the Seller decides to recall products (e.g. because of quality defects
or as precautionary measures), the Seller has the right to refuse delivery of
the affected goods, even if the Seller had already accepted Buyer’s order
for these goods. Any payment the Buyer may have made already for the
purchase price shall be reimbursed.
10.2 The Buyer shall cooperate with the Seller regarding a product recall. In
particular if requested by the Seller, the Buyer shall be obligated to remove
the affected recalled goods from the shelves in his markets, to inform end
customers known to the Buyer as specified by the Seller and to return all
products of the recalled type in his possession to the Seller.
10.3 The Seller shall pick up the goods from the Buyer and reimburse the Buyer
the purchase price already paid for these goods, taking warranty and liability regulations into consideration, further claims for damages on the part of
the Buyer shall remain unaffected.
10.4 For the sake of clarification, it shall be noted that the Buyer is obligated to
indicate defects promptly (Sub-Clause 6.3); the Seller shall subsequently
initiate a product recall, if necessary. If products are sold under Seller’s
tradename, the Seller shall have the sole right to decide on a product recall.
If products are sold under Buyer’s trademark, the Buyer shall decide on a
product recall, in consultation with the Seller if possible.
11.3 If the Buyer acts contrary to the terms of this agreement including, without
limitation, failure to pay the purchase price due, we shall have the right to
withdraw from the agreement and demand return of the goods after the
unsuccessful expiration of a reasonable deadline for performance set for
the Buyer; the legal regulations concerning the dispensability of setting a
deadline shall remain unaffected.
11.4 The Buyer shall store the goods subject to retention of title for us and insure
them against fire, theft, water and other hazards at his own expense. The
Buyer hereby assigns his claims for compensation to which he is entitled
from damages of the type outlined against insurance companies or other
parties liable for damages in the amount of our claim. We shall accept this
assignment.
12. PRICES
12.1 Our prices valid on the date of the agreement is concluded shall apply ex
stock and subject to the addition of the statutory value-added tax applicable upon delivery.
12.2 Any customs duties, fees, taxes and other public charges shall be paid by
the Buyer.
12.3 The price does not include the disposal or taking back of empty containers
and any packaging material.
13. PAYMENT
13.1 The purchase price shall be payable within 14 days of invoicing and delivery
of the goods. If the Buyer fails to meet this deadline, he shall be in default.
13.2 The Buyer shall only be entitled to offset or withhold amounts insofar as
his claim has been confirmed by a final judgment or is undisputed. The
Buyer may assert his right of retention only if his counterclaim is based on
the same contractual relationship.
14. CONFIDENTIALITY
14.1 The Buyer shall keep in strict confidence all information disclosed to the
Buyer by the Seller prior or during the contractual relationship verbally or in
writing, in the form of documents, recipes, etc., through an explanation of
production processes or in any other way directly or indirectly for the purpose of fulfilling the agreement or for other reasons, refrain from disclosing
such information to third parties and from exploiting it.
14.2 Press releases and other publications regarding the cooperation of the Parties require the prior written consent of the Seller.
14.3 The aforementioned obligations shall remain in effect even after termination of the business relationship.
14.4 The Buyer shall be liable to the Seller for any damage caused by the unauthorized disclosure to third parties. In this respect, the Buyer shall also be liable for the actions of his employees and for his own actions. Self-employed
persons contracted by the Buyer as part of the fulfillment owed by the
Buyer shall also be considered employees.
15. JURISDICTION AND APPLICABLE LAW
15.1 The exclusive – and international – place of jurisdiction for all disputes
arising from the contractual relationships which are based on these General
Terms of Delivery shall be Hamburg. We are, however, also entitled to commence legal action at Buyer’s general place of jurisdiction.
15.2 Only German law shall apply excluding the United Nations Convention on
Contracts for the International Sale of Goods (CISG).
11. RETENTION OF TITLE
11.1 The goods shall remain the property of the Seller until full payment has
been made of all present and future claims due under the purchase agreement and an ongoing business relationship,
11.2 The goods subject to retention of title may not be pledged to third parties
nor transferred as security until the secured claims are paid in full. The
Buyer shall notify us promptly and in writing if and to what extent there are
seizures by third parties of goods that belong to us.
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