Terms of Service

General Business, Delivery and Payment Conditions, as of 04/2018

  1. General

(1) For all deliveries and other services, only the following apply Business, delivery and payment conditions; they apply only to entrepreneurs in the Meaning of § 310 para 1 i.V.m. § 14 BGB. Unless otherwise stated, Nosor Baladna GmbH is Seller of the goods and / or service.

(2) Deviating conditions of the buyer, which the seller does not expressly in writing acknowledges, are not binding, even if the seller does not expressly contradict them.

(3) Within the framework of the legal provisions, in particular the data protection law Provisions according to §§ 28 a, 29 BDSG, the Nosor Baladna GmbH is entitled to preserve their operational interests (in particular for credit and credit checks for the purpose of protection bad debt) and the corrected interests of third parties before admission and during the duration of the business relationship address and credit data to SCHUFA Holding AG, Creditreform or Bürgel and, if necessary, to other credit bureaus as well as the to obtain the relevant data from the aforementioned companies. The buyer can Information from SCHUFA about the saved data concerning him (SCHUFA Holding AG, Consumer Service, Postfach 600509, 44845 Bochum).

2.) Offers, scope of services and contract conclusion

(1) Contract offers of the seller are non-binding. With receipt of the delivery note, the order is considered confirmed. This is decisive for the scope of the contractually owed performance.

(2) The prices applicable on the day of delivery are decisive for the price calculation. In the The prices listed in the price list / order rate are valid at the time of printing Prices. Industry-side price adjustments take effect immediately. Change between at the time of ordering the customer and delivery the prices of the suppliers, is the Seller is entitled to adjust the forwarding prices accordingly.

(3) The documents underlying the offer or order confirmation, such as Illustrations, drawings, dimensions and weights are i.d.R. only as approximations unless they are expressly designated as binding.

3.) Prices and payment terms

(1) All prices are, unless otherwise agreed, in Euro plus statutory Value added tax. They are ex warehouse or factory including packaging and loading, however plus freight and only unloading.

(2) Unless otherwise agreed in writing, payment must be made within 10 days after invoicing. Other terms of payment require one written consent of the seller. If the buyer is in default of payment, so is the Seller is entitled to default interest of 9 percentage points above the base rate p.a, as well as a one-time delay flat rate of 40 € to demand. The assertion of a higher damage caused by delay remains reserved.

(3) Payment by check or bill is made on account of performance. Discount charges etc. go at the expense of the buyer. An offsetting of the buyer with any counterclaims is only possible if these counterclaims have been acknowledged by the seller in writing, this undisputed or legally binding. The same applies with regard to any Right of retention of the buyer.

(4) If the buyer is in default of payment or circumstances arise on a significant deterioration of his financial circumstances or his To conclude creditworthiness, the seller is after an unsuccessful expiration of a

reasonable extended period entitles to outstanding services only against advance payment or position of customary collateral or withdraw from the contract and in the case of default of payment for damages instead of performance.

4.) Deliveries, returns and passing of risk:

(1) Deliveries shall be made to the delivery address named to the seller. Changes or deviations from this delivery address are the seller when placing the order immediately in writing. Likewise are with lasting business relations Changes in the legal form or a change of ownership of the buyer company immediately to inform the seller in writing. There is no provision of the goods at the place of the buyer.

(2) The indication of a delivery time is at best discretion and extends appropriate if the buyer, in turn, required or agreed delayed or omitted acts of cooperation within the scope of its contractual obligations. The same applies to measures in the context of labor disputes, in particular strike and lockouts and the entry of unforeseen obstacles outside the will of the seller, e.g. Delivery delay of a pre-supplier, transport and malfunctions, material or energy shortage. Also caused by the buyer changes the compilation of the delivered goods leads to an appropriate extension of the delivery time. A claim for replacement delivery is excluded.

(3) For third-party transactions, the seller assumes no liability for the supplier. Partial deliveries are generally permitted.

(4) Delivery is made using means of transport which are exchanged with the buyer. Differences between delivered and received number of transport aids are the buyers are charged or credited with liens. Goods returns and positive like negative differences in the exchange of transport aids will be made by the driver of the seller at the buyer on a return note notes. Roll containers, TKT boxes, Styrofoam boxes, pallets and other means of transport remain inalienable property the company Nosor Baladna GmbH and can at loss by the buyer this with the replacement value to be calculated by offsetting the pledge amount.

(5) A return of goods in the order rate or in the price lists of Nosor Baladna Gmbh are not listed, is excluded. Any withdrawal of items requires the prior notification and consultation with Nosor Baladna GmbH and their

Approval by issuing a return slip. A possible return of goods takes place always just for safety’s sake; it lies therein, even if partial payments are allowed afterwards were, no resignation from the contract. The customer is obliged at all times to comply with the HACCP guidelines and only return goods that have previously been HACCP compliant were handled or stored with him.

(6) The transfer of risk and burden is regulated according to § 446 BGB, i. with the delivery of the sold thing goes the risk of accidental loss or accidental deterioration to the buyer over. The transfer is the same if the buyer is in default of acceptance

  1. The danger goes with transactions among merchants with the dispatch purchase after § 447 Abs.1 BGB on the buyer over, as soon as the seller the thing a forwarding agent, the carrier or the person or institution otherwise intended to carry out the shipment (Passage of risk from the ramp).

5 Retention of title

(1) The seller reserves ownership of the delivered goods until complete payment of all claims, including all ongoing claims (for example, sureties, loan etc.) from the current business relationship. The retention of title also applies until all future and conditional claims arising from the business relationship between buyers and sellers are met.

(2) The buyer is entitled to deliver the goods in the ordinary course of business resell or process; however, he already joins Nosor Baladna GmbH now all claims in the amount of between the Nosor Baladna GmbH and the buyer agreed purchase price to the buyer from the resale or further processing grown up. To collect these claims, the buyer is after their assignment authorized. The authority of the seller to collect the claims himself remains of it unaffected; However, he undertakes not to collect the claims as long as the orderer duly fulfills his payment obligations and not in the default is. If this is the case, however, the seller demands that the buyer buy the assigned claims and their debtors, all required for collection provides information, the related documents and the debtors (third parties) the assignment announces. The buyer stores the goods free of charge for Nosor Baladna GmbH. The buyer is also not authorized to transfer or pledge the goods.

(3) Nosor Baladna GmbH undertakes to provide the securities due to it on request the value of the claims to be secured, if these still exist are not paid to exceed more than 20%. The value of the goods below retention of title is calculated according to the respective purchase price.

(4) The seller is entitled to assert the retention of title rights without having to contract to resign. Will the purchased item with other, not belonging to the seller inseparably mixed with objects, Nosor Baladna GmbH acquires co-ownership of the new thing in proportion of the value of the purchased thing to the others objects at the time of mixing. The handover is replaced by that of the buyer the goods are stored free of charge for Nosor Baladna GmbH.

(5) If the purchase price claim is endangered (eg in the case of cessation of payment, application or opening of insolvency proceedings) or late payment of more than 30 days the seller authorizes the delivered goods without separate deadline as a precaution to demand out. To enforce his title, the seller is entitled to pick up the delivery item itself under the authority to enter the business premises the customer at the usual store opening times. The buyer agrees to the acquisition of ownership by the seller expressly. This is a reversal of the contract only if the seller expressly declares this.

(6) If insolvency proceedings are applied for over the assets of the customer and the application is not within two weeks or such proceedings, whether provisional or finally opened, the right of resale is already revoked. This Revocation extends to the date of filing for bankruptcy. Of the seller is entitled to submit the reserved goods on presentation of the proof of the retention of title to remove (self-help) and possibly already off resale and recover the receivables of the customer. The customer has the claims against the seller and his own to disclose customers immediately. In the case of failure, the buyers additionally liable for damages. A realization right of the insolvency administrator is hereby contradicted.

  1. Claims for defects

(1) The buyer must check the goods immediately upon receipt to see if they is in accordance with the contract. Complaints must be made immediately in writing (by e-mail or fax) or by phone. The complaint must

– perishable goods (fruits and vegetables, delicatessen, fresh meat, frozen food etc. Fresh goods) and shortages immediately by phone, at the latest but within 24 hours after delivery of the goods or discovery of the defect

– otherwise within 2 days. When picking up the goods, this is immediately to investigate, and identifiable defects are to be asserted immediately. At the beginning unrecognizable defects, the above deadlines apply accordingly, calculated from the date of their discovery. The buyer omits the timely and fair presentation, the goods shall be deemed approved, unless quantity or texture obviously so different from the order that approval of the buyer must be considered as excluded.

Claims of the buyer are also excluded if the goods after receipt was improperly altered, handled, stored, processed or processed unless the buyer proves that the alleged defects are not based on this.

(2) The seller warrants for defects by supplementary performance, i. by looking for his choice against return of the defective goods substitute goods free of defects or leaves, if possible, repair the goods free of charge. The buyer can according to his choice demand reduction or withdraw from the contract if the remedy is twice fails, is impossible or delayed by the seller unreasonably or seriously and finally denied. In addition, he can in this case damages in the limits according to § 7 of these conditions of sale, unless the seller is not responsible for the defect.

(3) In place of the preceding paragraph 2, the statutory provisions shall apply if the buyer Goods that have been resold to a consumer within the meaning of § 13 BGB (Consumer goods), as a result of their deficiency had to take back or the Consumers due to existing defects entitled the purchase price has diminished.

(4) In the cases of paragraph 2, a return of goods takes place only after previous agreement with the competent authority designated by the seller or with the latter expressly authorized employees.

(5) All claims derived from the defectiveness of the goods, including any claims for damages, shall lapse after twelve months, beginning with transfer of risk, except in case of gross negligence and claims for compensation for damage to life, limb or health. This also applies to any competing congruent claims for compensation for non-contractual liability. By way of derogation applies to recourse claims to a consumer within the meaning of § 13 BGB resold goods (consumer goods) § 479 BGB.

(6) If the seller for reasons for which he is not responsible for the provision of the delivery of a subcontractor despite proper and sufficient coverage before conclusion of contract with the buyer according to the quantity and the quality of the delivery or service agreement with the buyer (congruent covering) not, not correctly or not on time or occur events of force majeure of not insignificant duration (i.e., lasting more than 14 calendar days) the seller will inform the buyer immediately in writing or in text form. In this case, the seller is entitled to delivery for the duration of the obstruction or, if the impediment to performance is not merely temporary, because of the not yet fulfilled part of the contract wholly or partly withdraw, as far as he has fulfilled the above information obligation and not the procurement risk or has accepted a delivery guarantee. Force majeure means strike, lockout, official interventions, shortage of energy and raw materials, non-compliant transports bottlenecks or obstacles, non-operational disability – e.g. through fire, water and machine damage – and all other obstructions that are objectively considered not culpably caused by the seller.

7.) Liability

Claims for damages are excluded for all damages that are not due to the purchased goods have arisen even if no case of intent, gross negligence, culpable violation of essential contractual obligations, liability under the Product Liability Act, the assumption of a guarantee or the causation of damage from the violation of the life, body or health. In case of culpable injury essential the seller is only liable for contractual obligations, reasonably foreseeable damage. Significant contractual obligations within the meaning of the above sentence are such obligations to understand the contractual legal positions of buyer who is to grant him the contract for content and purpose just, also such obligations, the fulfillment of which make the performance of the contract possible and possible compliance with which the buyer regularly trusts and may trust.

8.) Data storage

(1) The seller is entitled within the framework of the Federal Data Protection Act, the personal save data of the buyer, as far as they are responsible for the settlement of mutual business relationships are required. These data are kept strictly confidential.

(2) The customer agrees that the seller includes the address data of the buyer incl. fax no. and e-mail anytime for a bilateral communication between him and the seller can use. This includes postal or electronic advertising information of the seller expressly with. The data will not be shared with third parties. Of the buyer may object to the use of the data for advertising purposes at any time.

9.) Final provisions

(1) The inclusion and interpretation of these conditions shall be governed as well as the financial statements and interpretation of legal transactions with the buyer himself exclusively under the law of Federal Republic of Germany excluding the UN Sales Convention.

(2) The invalidity of individual provisions of these terms and conditions or their components leaves the the validity of the remaining provisions remains unaffected. The contracting parties are within the framework of the reasonable in good faith, an ineffective provision by a to replace its effective economic arrangement, provided that no material change of the contractual content is brought about thereby; the same goes for, if a condition requiring regulation is not expressly regulated.

(3) Place of performance of all directly or indirectly resulting from the contractual relationship Obligations, including the obligation to pay, is Wernigerode. Jurisdiction according to § 29 Paragraph 2 ZPO is Wernigerode, as far as the buyer is a merchant or legal entity of the public law.

Wernigerode, April 2018