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You are here: General Conditions of Sale (AGB’s)

RUNGIS express GmbH – General Terms and Conditions of Sale (Germany)

January 2018

 

1. General Information

Our Terms of Sale apply exclusively; we do not accept any opposing or deviating terms by customer, unless we have explicitly given our written approval. Our Terms of Sale also apply when we execute our delivery without any reservation while being informed of opposing or from our deviating terms of sale of customer.

All agreements which are made between us and the customer for the execution of orders/bookings are listed in writing in these terms. Our agreements also apply to future business transactions, also when they are not pointed out again, provided that they have reached the customer during his previous business transaction.

Our Terms of Sale apply only to companies pursuant to Section 14, 310 Paragraph 1 BGB (German Civil Code).


2. Offer and Closing of Contract

Orders are usually placed via telephone or in writing (fax or e-mail is accepted). We can accept a binding order within one week time. Declarations of acceptance and all orders require an order confirmation to be legally valid, which is usually issued in spoken on the phone and only exceptionally in written (via fax or e-mail).

Our minimum order value is € 250.00 (net).

Drawings, pictures, measures, weights, recipes, serving and forms of garnishing and other service data are only binding if they have been agreed on with us in writing. We reserve the right to all pictures, drawings, recipes, service and forms of garnishing and/or recommendations. This also applies for such written documents which are considered to be confidential. Prior to forwarding such to a third party, the customer requires our explicit written permission.                                                                                                

Our sales people are not entitled to reach any verbal agreements or give any verbal assurances which go beyond the content of the written contract.

Information regarding amounts is an approximate value. We are entitled to supply with a difference of up to 10% more or less. Partial deliveries are permissible.

As agreement regarding the consistency of our goods are only those qualities and characteristics which are listed in our offer or our order confirmation.

 

3. Prices - Terms of Payment

Unless indicated or agreed on otherwise, our daily prices apply to our offers. Relevant are otherwise the prices listed in the order confirmation. Any additional deliveries or services shall be invoiced separately.

Until not stipulated otherwise in our order confirmation (usually via phone) we deliver without additional charges if the order amount exceeds € 250.00 (net). This does not cover any special packaging which shall be invoiced separately. In case of orders lower than € 250.00, we may charge a fee of € 50.00 (net) for general handling cost of this order.  If any increases in transport costs (e. g. gasoline) arise, we reserve the right to charge a reasonable transport fee to our clients in future, which shall be stipulated in our order confirmation.

Our payment terms are based on the creditworthiness of our customers and can accordingly be amended by us at any time.

Value added tax is not included in our prices; it shall be indicated separately on the invoice in the applicable amount of the date of invoice. Any deductions require special written permission.

Unless indicated otherwise in the order confirmation, the purchase prices is due net (without any discount) within 10 days of delivery date. The legal terms regarding consequences of delay in payment apply.

The customers shall review the invoice within an appropriate period of time. Any reclamations or our invoice after the expiration of 7 days cannot be taken into account. Customer shall only be entitled to any offset rights when his counter claims have legal force, are uncontested or accepted by us. He shall only be entitled to execute a right of retention if his counter claim is based on the same contractual relationship and the counter claim is undisputed and has been deemed legally valid.

 

4. Delivery Period

Delivery and service dates are only valid when they have been confirmed explicitly. The confirmation must take place in writing. Delivery dates refer to the departure from plant, in case of free deliveries to the plant the date the goods arrive at the customer.

We are not deemed delayed with our delivery and service obligation before the expiration of an appropriate grace period accorded to us.

Cases of force majeure (unexpected events or circumstances, not caused by us which could have not been avoided in the care of a prudent salesman, e.g. strikes, war, fire, transportation blocks, lack of raw material, official measures) interrupt our delivery obligation for their duration and scope, also if we are already in delay.

We shall be entitled to rescind from the contract in case of force majeure, once we have informed the customer immediately about the event of the force majeure and/or about the inability of a timely and proper delivery and have reimbursed the customer of any possible payment.

In the event that the delay in delivery is caused by our fault, we are liable exclusively pursuant to legal provisions.

An acceptance without reservation of delayed deliveries or services shall count as a waiver by the customer to his contractual or legal claims, unless he has rebuked the delay within 14 working days after delivery. We commit to point this out to the customer explicitly on the delivery note.

We are liable pursuant to legal provisions, inasmuch as the delivery delay has been caused by us through a breach of contract on a deliberate basis or through gross negligence; we are liable for a delay by our representatives or vicarious agents. Inasmuch as the delivery delay has not been caused by willful breach of contract, our liability is limited to the expected, typically occurring damage.

In the event that the customer is in delay of acceptance or if he willfully breaches other duties to collaborate, then we shall be entitled to request compensation for any damages, including any possible additional expenses. We reserve the right for any further claim. In the event that the prerequisites in the previous sentence apply, the danger of accidental downfall or an accidental loss of the purchase good shall be transferred to the customer at the point in which he falls into delay of acceptance or debtor's delay.

 

5. Transfer of Danger - Packaging Costs

Unless indicated otherwise in the order confirmation, the delivery is "franco domicile." Special agreements apply for the return of packaging material.

 

6. Responsibility for Defects

Claims for defects by customer presuppose that he has properly complied with his obligation of inspection and rebuke pursuant to Section 377 HGB (German Commercial Code). Any possible complaints for fresh and smoked products must be made immediately upon receipt, in cases of hidden defects, immediately upon their discovery, in case of refrigerated products within two days. In case of other goods, (e.g. deep-freeze products and canned goods) the claims must be made within three days for complaints regarding quantity and scope; quality complaints must be made within 8 days after delivery. In case of a delay of the period to inform no warranty claims can be made. Our warranty duty also does not apply when the customer has treated the goods inappropriately.

In case of any valid and timely rebukes customer shall be entitled to the rights in cases of defects pursuant to legal provisions, however with the following stipulation:

a) In the event that the good has a defect, the claims of the customer are firstly a right for subsequent delivery. This does not apply when the subsequent delivery is unacceptable for the customer. We reserve the right to choose between repair and subsequent delivery. In the event that the subsequent delivery fails twice or is rejected by us, customer shall be entitled to reduce the purchase price or rescind from the contract.

b) Minor defects do not entitle the customer to rescind from the contract.

c) In the event that only few from several goods are defect, or is only one part defect, customer's possible right to rescind is only limited to the defected good or the defected part. This does not apply when the defected good or defected part would cause the other goods or parts to be defected as well or their function be reduced and this would be unsuitable to the customer.

The reasons of unsuitability must be explained by the customer.

We are liable pursuant to the legal provisions, inasmuch as the customer claims any damages which are based on intent or gross negligence, including intent or gross negligence of our representatives or vicarious agents. Inasmuch as no intentional breach of contract can be proven, the liability shall be limited to the expected, typical occurring damage. The liability due to culpable injury against life, body, or health shall remain untouched; this also applies to the strong liability pursuant to the product liability law. Unless stated otherwise above the liability is excluded.

The limitation period for defects amounts to 12 months, counted from the transfer of danger. The limitation period in case of delivery recourse pursuant to Sections 478, 479 BGB shall remain untouched. It shall amount to five years, counting from delivery of the defected good.

 

7. Joint Liability

Any further liability for damages aside from Section 6-without consideration to the legal aspect of the asserted claim-is excluded. This applies especially to claims for damages from fault at contract closing, due to other breaches of duties or due to tort liability for replacement of damages pursuant to Section 823 BGB. This limitation applies as well in the event that the customer requests unnecessary expenses instead of replacement of the damage.

Inasmuch as the liability for damages is excluded to us or limited, the same applies also with regard to the personal liability of our employees, workers, colleagues, representatives, or vicarious agents.

 

8. Food Safety Regulations etc.

The cooperation with our customers in case of any possible food regulatory, weight and measures regulations, product liability and product safety complaints, especially by government offices shall be regulated as follows:

The customer shall inform us immediately about all details.

The customer shall immediately prepare a possible official counter or second probe for the investigation by an official expert hired by us. The client shall inform us about the main content of the official suspicion and the official investigation criteria. The customer does not waive his right for a counter or second probe by those taking the sample.

The customer shall ensure that none of his employees or agents etc will sign the sample protocol.

The customer shall not provide any information to the government officials regarding the matter, especially not to the food-safety inspector. Customer's right to remain silent shall be pointed out. Moreover, any information to government offices pertaining to the matter shall be handled in close accordance with our legal counsel and his recommendations.

In the event that also the customer shall be inspected in relation to one of our products, he shall instruct his legal counsel to cooperate with our legal counsel.

In any event the customer shall provide us in case of complaints of our goods a complete documentation regarding the conditions of transportation and storage of our good up to point of sale. This shall serve the purpose of joint identification of the scope of the respective liability in any specific case.

The customer warrants that for goods which he wishes to put at our disposal we can in advance have representative samples and inspections by official experts. This serves the joint assessment and answer to the question whether there is an obligation of return.

In case of verbal or written official orders to stop the sale, sale prohibition, prohibition of re-export or the intent of a silent of public recall, including the official warning, the customer shall not do any defensive measures without our cooperation, nor will he give any statements or create binding facts.

We preclude the acceptance of any fines, penalties, litigations or consultation costs issued to customer and to his vicarious agents, even in connection to our goods.


9. Title Retention Clause

We reserve the property title of the purchase object until all payments from the business relationship have been paid. In case that a purchase price claim should undergo a balance request, the retained property shall function as security for the claim from the balance (open account retention of title).

In case of distains or other third-party interference the customer shall inform immediately in writing so that we can file a lawsuit pursuant to Section 771 ZPO (Code of Civil Procedure). Inasmuch as a third party is not in the position to reimburse us the costs of a lawsuit either at court or out-of-court pursuant to Section 771 ZPO, the customer shall be liable of the arising costs. The customer shall be entitled to process and/or sell the purchase object in the course of proper business procedure; however, he shall already assign to us all demands in the amount of the final invoice (including VAT), which he shall receive from the resale to a third party, regardless whether the purchase object was resold without or with further processing. Customer shall remain entitled to collect this demand also after assignment. Our permission to collect the demand ourselves shall remain untouched hereby. However, we pledge not to collect the demand as long as the customer complies with his obligations to pay from the profit, is not in payment delay and there has especially not been a petition filed for opening composition or insolvency proceedings. However, if this is the case, then we can request that the customer announces the demand to the debtor and provides all the necessary information, hands out the necessary documents and informs the debtors (third party) of the assignment. Aside from that, the same applies for the preparation as for the delivered good under reserve.

In the event that the purchase object is mixed with other objects not pertaining thereto or even processed, then we shall acquire co-ownership in the new product in correlation to the value of the purchase object (final invoice, including VAT) at the time of the mixing or processing with the other object. In the event that the mixing or processing takes place in such a form that the object of the customer is to be regarded the main object, then it is agreed that the customer shall assign to us pro-rated co-ownership. The customer shall keep the resulting sole or co-property in our behalf.

We agree to release the securities upon request by client, provided that the realizable value of our securities is greater than 10% of the claims to be secured; we are at liberty to choose the selection of the securities to be released.


10. Venue - Place of Fulfillment

In case of contractual partners within Germany the contract is subject to German law exclusively. Even in case of contractual partners abroad, UN purchase law shall not apply, unless we agreed in  writing to the application..

Place of fulfillment, also for payments by customer, shall be our place of business unless explicitly agreed otherwise with the customer. Such an agreement shall be in writing.

Exclusive venue for all direct or indirect disputes resulting from the contractual relationship is Bonn. However, we reserve the right to litigate the customer at his general place of jurisdiction. This also applies to deliveries crossing borders.

 

11. Final Provisions

The communication with our contract partners may also take place per e-mail. However, in order to ensure orders, purchase acceptances, contractual agreements of any kind and legal statements of any kind with the intent of reciprocal validity, such must be confirmed immediately in writing, at least per fax.

The customer agrees that all data pertaining to him from the business relationship shall be stored in our electronic data processing, including personal information pursuant to the German privacy law.

Any changes to contractual agreements require the written form. This also applies to the waiver of a written-form requirement.

In the event that parts or passages of these terms become ineffective due to changes in the law of obligation (warranty) or due to other legal provisions, then the respective legally binding provision pursuant to the code of commercial law/BGB shall be enforce which comes closest to the actual provision and the economic purpose of the part or passage. The same applies to a gap in a provision.

 

Please note that this translation is a service for our customers. The original German version of our Terms and Conditions of Sale shall apply exclusively.

 

 

Order-Hotline    
           Order-Fax

+49 2225 883-0


+49 2225 883-203

Mo., Tue., Thu. and Fr. 8.30 - 19.00  – Wed. 9.00 - 14.00

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