General Terms and Conditions of Kartoffelmanufaktur Pahmeyer GmbH & Co. KG, Werther (Westf.)
1 General, definitions
1.1 The subject of these terms and conditions is the sale of potatoes and potato products.
1.2 Entrepreneurs within the meaning of these terms and conditions are all natural or legal persons or partnerships with legal capacity with whom we enter into a business relationship and who act in the exercise of a commercial or independent professional activity.
1.3 Deviating, conflicting or supplementary General Terms and Conditions shall not become part of the contract, even if we are aware of them, unless we expressly agree to their validity in writing.
2 Offer, acceptance
2.1 We are bound to our offers for 4 days from receipt by the entrepreneur. The statutory value added tax is not included in the product price. The documents belonging to the offer, such as illustrations, weight, dimension and performance data contained in our price lists, brochures and other printed matter, are only approximate unless they are designated as binding.
2.2 We reserve the right to make reasonable changes.
2.3 Kartoffelmanufaktur Pahmeyer GmbH & Co. KG reserves all rights, in particular the copyright and design rights to all documents belonging to our offer, such as catalogs, recipes, serving suggestions, packaging and samples. These documents may not be made available to third parties, either in the original or in any other form, without our consent.
2.4 By ordering goods, the entrepreneur makes a binding declaration that he wishes to purchase the goods ordered. We are entitled to accept the contractual offer contained in the order within 2 days from the date of receipt by us. As a rule, acceptance is declared by delivery of the goods to the entrepreneur. However, it can also be declared in writing to the entrepreneur.
2.5 In the event of non-availability of the service, the entrepreneur will be informed by us immediately.
3 Retention of title
3.1 We reserve title to the goods until all claims arising from the current business relationship have been settled in full.
3.2 The entrepreneur is obliged to treat the goods with care until full payment has been made.
3.3 The entrepreneur is obliged to inform us immediately of any access by third parties to the goods, for example in the event of seizure, as well as any damage to or destruction of the goods. The entrepreneur must also notify us immediately of any change of ownership of the goods or of his own change of residence.
3.4 We are entitled to withdraw from the contract and demand the return of the goods from the entrepreneur if the entrepreneur acts in breach of contract, in particular in the event of default in payment or breach of an obligation under clause 3 (retention of title) and clause 4 (withdrawal) of these terms and conditions.
3.5 The entrepreneur is entitled to resell the goods in the ordinary course of business. He hereby assigns to us all claims in the amount of the invoice amount which accrue to him from the resale to a third party. We accept the assignment. After the assignment, the entrepreneur is authorized to collect the claim. We reserve the right to collect the claim ourselves as soon as the entrepreneur does not properly meet his payment obligations and is in default of payment. In order to assert the assigned claim, the entrepreneur shall provide us on request with a precise list of his own claims against his customers. This list shall contain all information necessary to assert the assigned claim.
3.6 Any mixing, blending or processing of the goods by the entrepreneur shall always be carried out in our name and on our behalf. If processing is carried out with an object or item that is not our property, we shall acquire co-ownership of the new item in proportion to the value of the goods delivered by us to the other processed object / manufactured item. The same shall apply if the goods are combined or mixed with other items not owned by us.
4. withdrawal
The statutory provisions shall apply insofar as they are not waived by these General Terms and Conditions.
5 Payment of the purchase price
5.1 The agreed payment currency is the EURO (€). The purchase price offered is binding in accordance with clause 2. The purchase price applies "free loading ramp" at the place of delivery. The statutory value added tax is not included in the product price.
5.2 The entrepreneur shall be in default at the latest if he does not make payment within 8 days of the due date and receipt of our invoice or equivalent payment schedule. If the date of the invoice or payment schedule is uncertain, the entrepreneur shall be in default no later than 30 days after the due date and receipt of the consideration (goods).
5.3 During the period of default, interest shall be charged on the debt at a rate of 9% above the prime rate. We reserve the right to prove and claim higher damages caused by default.
5.4 The entrepreneur shall only be entitled to offset if his counterclaims have been legally established or are undisputed. The Contractor may withhold payments due to minor defects only to a proportionate extent taking into account the defect and only if the defect is beyond doubt.
5.5 The entrepreneur may only exercise a right of retention if his counterclaim is based on the same contractual relationship.
6 Transfer of risk
6.1 The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer upon handover, in the case of sale by dispatch upon delivery of the goods to the forwarding agent, carrier or other natural or legal person designated to carry out the shipment.
6.2 If the Buyer is in default of acceptance, this shall be deemed equivalent to handover.
6.3 Partial deliveries are permissible if and insofar as they are reasonable.
7 Warranty
7.1 We provide warranty for defects in the goods at our discretion by replacement delivery or repair.
7.2 The entrepreneur must inspect the delivered goods for defects immediately upon receipt. Entrepreneurs must notify us in writing of obvious defects immediately, i.e. within 2 days of receipt of the goods; otherwise the assertion of the warranty claim is excluded. If a defect that was not recognizable at the time of delivery becomes apparent at a later date, the notification period and the requirement of a written claim shall also apply in view of this defect. The period then begins when the defect becomes recognizable, at the latest when it is discovered. Timely dispatch shall suffice to meet the deadline. The entrepreneur shall bear the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect.
7.3 If the entrepreneur chooses compensation for damages after failed subsequent performance, the goods shall remain with the entrepreneur if this is reasonable for him.
Compensation shall be limited to the difference between the purchase price and the value of the defective item. This shall not apply if we have maliciously caused the breach of contract.
7.4 The defective goods retained as a result of the replacement delivery shall become our property upon receipt of the replacement delivery by the entrepreneur.
7.5 Only our product description shall be deemed to be the agreed quality of the goods. Public statements, promotions or advertising by third parties do not constitute a contractual description of the quality of the goods.
7.6 We do not provide the entrepreneur with any guarantees in the legal sense.
8. limitations of liability
8.1 We shall not be liable to entrepreneurs for slightly negligent breach of insignificant contractual obligations.
8.2 The amount of liability for damages according to clause 8.1 is limited to the value of the delivered goods, i.e. our sales price.
8.3 The amount of liability for damages caused by delay shall be limited to 0.5% of our sales price for each full week in which the delay continues. The total amount of damages caused by delay is limited to 5% of the total value of the goods.
8.4 The aforementioned limitations of liability shall not apply if we can be accused of willful breach of duty. The above limitations of liability do not apply to claims of the entrepreneur arising from product liability. Furthermore, the limitations of liability shall not apply in the event of damage to life, limb or health attributable to us.
If damage is only due to a negligent, but not grossly negligent breach of a material contractual obligation (cardinal obligation) by your contractual partner, its legal representatives or vicarious agents, without a claim based on the above provisions of 8.1 - 8.3 existing at the same time, your contractual partner shall also be liable for damages, but the amount shall be limited to the typically occurring and foreseeable damage.
Essential contractual obligations (cardinal obligations) in the above sense are those obligations on the proper fulfillment of which you rely and may also rely because they characterize the contract, in particular the claim for delivery and transfer of ownership of the goods purchased by you.
8.5 Claims for damages by the entrepreneur due to a defect shall become time-barred one year after delivery of the goods. This shall not apply if we can be accused of fraudulent intent.
9. final provisions
9.1 The law of the Federal Republic of Germany shall apply with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).
9.2 Amendments and supplements to these provisions must be agreed in writing.
9.3 The place of jurisdiction for a merchant, a legal entity under public law or a special fund under public law shall be the registered office of Kartoffelmanufaktur Pahmeyer GmbH & Co KG.
The same applies if an entrepreneur does not have a general place of jurisdiction in Germany or if the place of residence or habitual abode is unknown at the time the action is brought.
9.4 Should individual provisions of the contract with the entrepreneur, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall then be replaced by agreement between the parties by a provision that comes closest to the economic interests of the parties.
Status: 28.06.2017