General Terms and Conditions of Sale of emuco GmbH & Co. KG
1 General
1.1 Our Terms and Conditions of Sale apply to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.
1.2 Our Terms and Conditions of Sale shall apply exclusively; we do not recognize any terms and conditions of the Buyer that conflict with or deviate from our Terms and Conditions of Sale unless we have expressly agreed to them in writing. There is no need to object to any other terms and conditions of the buyer. Our Terms and Conditions of Sale shall also apply if we have delivered without reservation in the knowledge that the Buyer’s terms and conditions conflict with or deviate from our Terms and Conditions of Sale. Our Terms and Conditions of Sale shall also apply to all future business relations, even if they are not expressly agreed again. They apply to contracts for the sale and/or delivery of movable goods, irrespective of whether we manufacture the goods ourselves or purchase them from suppliers.
2 Orders/ Conclusion of contract
2.1 Our offers are subject to change. Our written order confirmation, actual delivery or invoice shall be decisive for the scope of delivery.
2.2 Unless clearly stated otherwise in the order, it is a binding offer within the meaning of § 145 BGB. We may accept this offer at our discretion within two weeks. This acceptance can be made either by sending an order confirmation or by delivering the order within this period.
3 Payments
3.1 Our invoices are due for payment within 30 days of the invoice date and delivery or acceptance of the goods. Interest of 8% p.a. shall be payable from the 31st day. The assertion of further damages (§ 288 IV BGB) remains unaffected.
3.2 Bills of exchange shall only be accepted in exceptional cases and after prior consultation. No guarantee is given for the timely presentation and protesting. All costs arising from the acceptance of bills of exchange shall be borne by the buyer. Bills of exchange, as well as checks, shall only be considered as payment upon their irrevocable encashment.
3.3 If doubts arise as to the Buyer’s ability to pay or if the payment deadline is exceeded, we shall be authorized to demand advance payment and to revoke any payment deadlines granted.
3.4 Counterclaims can only be offset against our claims if we have recognized the counterclaim or if a corresponding legally binding court decision exists.
4 Delivery
4.1 Delivery periods and delivery dates are only binding after our express confirmation. The commencement of the delivery period is subject to the clarification of all technical questions and the proper fulfillment of the customer’s obligations. The agreed delivery dates refer to the date of dispatch of the goods. If the delivery period is exceeded, the purchaser shall only be entitled to withdraw from the contract if he has granted us a grace period of at least 15 working days (Saturdays not included) in accordance with § 323 BGB. The right under § 324 BGB remains unaffected.
4.2 Our liability in the event of non-performance or delayed delivery shall be limited to the invoice value of the quantity of goods that we have not delivered or with whose delivery of which we are in default. In all other respects, liability for late delivery shall be subject to the condition that this is due to an intentional or grossly negligent breach of contract for which we are responsible. Insofar as the delay in delivery for which we are responsible in this respect is based on the culpable breach of a material contractual obligation, our liability shall be limited to the foreseeable, typically occurring damage.
4.3 We are entitled to make partial deliveries unless the partial delivery is objectively disadvantageous for the Buyer or is unreasonable for him.
4.4 Our obligation to deliver shall be suspended if the Buyer is in arrears with a due payment.
4.5 There is no entitlement to subsequent delivery of such quantities for which the Buyer is in arrears with call-off or acceptance more than 7 days after delivery. The same shall apply to quantities which we have not delivered due to overdue payments by the Buyer. This shall not affect our other rights.
4.6 If the goods are to be delivered within a certain period, the call-offs shall be distributed evenly over the entire period, unless expressly agreed otherwise.
5 Shipping
5.1 We shall choose the shipping method and route. We shall endeavor to take the buyer’s wishes into account; any additional costs incurred as a result shall be borne by the buyer.
5.2 Our personnel are prohibited from loading our goods onto refrigerated transport. Should self-collectors nevertheless send refrigerated trucks for collection and insist on loading, no liability will be accepted for any odor impairment or similar. Collection by refrigerated trucks is at the customer’s own risk.
5.3 Transport and other packaging in accordance with the Packaging Ordinance will not be taken back, except for pallets and exchangeable mesh boxes. The customer is obliged to dispose of the packaging at his own expense.
6 Acceptance, default of acceptance and duty to inspect
6.1 If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the conditions of Section 6.1 are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the time at which the customer is in default of acceptance or debtor’s delay.
6.2 Defects in the goods sold must be reported in writing immediately after delivery, in the case of hidden defects after discovery. If necessary, the buyer must carry out trial processing to check whether the delivered goods are faultless and suitable for the intended purpose. The requirement to inspect and give notice of defects also applies to any outturn samples.
6.3 Any complaints regarding the quality or quantity must be made stating the order data and the invoice and shipping numbers. Obvious defects must be reported within 14 days of receipt of the goods, hidden defects immediately after their discovery, at the latest 6 months after delivery of the goods at the place of dispatch. If defects in the goods are reported, a sample of the defective goods must be sent to us for inspection at the time of the complaint, or at least immediately thereafter.
6.4 If the notice of defects is not made in good time, the goods shall be deemed to have been approved in accordance with the contract. The provision of § 377 HGB is not affected by the above provision.
7 Warranty and liability
7.1 We shall comply with duly raised and justified complaints in accordance with § 377 HGB (German Commercial Code) by means of a price reduction, rectification, exchange or return of the goods against reimbursement of the purchase price. The Buyer shall set a reasonable deadline for this, considering the time required to procure the raw materials from the supplier.
7.2 Rejected goods may only be returned with our express consent.
7.3 Unless otherwise stated below, any further claims of the Buyer due to defects are excluded. This shall not apply if the defect was fraudulently concealed.
7.4 The warranty period shall be one year from the transfer of risk, unless claims are asserted based on intentional or tortious acts. This period is a limitation period. It also applies to claims for compensation for consequential damages. This period shall also apply to contractual and non-contractual claims for damages by the buyer which are based on a defect in the goods. The limitation provisions of the Product Liability Act remain unaffected. The statutory provisions shall apply to the limitation period for other claims for damages.
7.5 Other liability in the event of a breach of contractual and non-contractual obligations shall be governed by the relevant statutory provisions. We shall only be liable for damages – irrespective of legal grounds – in the event of intent and gross negligence.
In the event of simple negligence, we shall only be liable for damages resulting from injury to life, limb or health and for damages resulting from the breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for foreseeable, typically occurring damages.
The limitations of liability shall not apply if a defect has been fraudulently concealed. Insofar as our liability for damages is excluded or limited, this shall also apply regarding the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
8. information and advice
Information on the processing and application possibilities of our products, technical advice and other details are provided to the best of our knowledge, but without obligation and to the exclusion of any liability.
9 Retention of title
9.1 We reserve title to the delivered goods as security for all claims to which we are entitled to from the present and future business relationship until all balances against the buyer have been settled. If checks are submitted, the goods shall remain on our property until they are cashed.
9.2 Our ownership extends to the new products resulting from the processing of the reserved goods. In the event of processing, combining or mixing with items not belonging to us, we shall acquire co-ownership in accordance with §§ 947, 948 BGB. The buyer shall accrue from the processing of the. The buyer shall have no claims against us from the processing of the reserved goods for us and their storage.
9.3 The Buyer hereby assigns to us all claims from the sale of goods subject to retention of title from our current and future deliveries of goods to him, including bills of exchange and checks, to secure the respective claims in accordance with 9.1.
In the case of the sale of goods in which we have co-ownership pursuant to 9.2 sentence 2, the assignment shall be limited to the share of the claim corresponding to our co-ownership share. If goods subject to retention of title are sold together with other goods at a total price, the assignment shall be limited to the proportionate amount of our invoice (including VAT) for the goods subject to retention of title also sold.
In the event of processing within the framework of a contract for work and services, the claim for remuneration for work and services is hereby assigned to us in the proportionate amount of our invoice (including VAT) for the goods subject to retention of title processed herewith.
9.4 As long as the Buyer is willing and able to properly fulfill his obligations to us, he may dispose of the goods owned by us in the ordinary course of business and collect the claims assigned to us himself. claims assigned to us himself.
He may only transfer ownership by way of security, pledge and assign claims, including by way of sale of claims, with our prior written consent. Version 2025 our prior written consent: this also applies to export transactions. The buyer must inform us immediately if and insofar as third parties have access to the goods belonging to us.
In the event of breach of contract by the Buyer, in particular non-payment of the purchase price due, the Buyer shall, at our request, notify us of the stocks of goods subject to retention of title and enable us to take them back; he shall also notify his customers of the assignment and provide us with all necessary information and documents.
The taking back of reserved goods shall only constitute a withdrawal from the contract if we expressly declare this in writing. If the buyer does not pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment or if such a deadline is dispensable according to the statutory provisions.
10. force majeure
Operational disruptions, delivery delays or delivery failures by our suppliers, shortages of raw materials, energy or labor, strikes, lockouts, difficulties in procuring means of transport, traffic disruptions, acts of God and cases of force majeure shall release the affected party from the obligation to deliver or accept for the duration of the disruption and to the extent of its effect.
If delivery is delayed by more than 1 month as a result, the Buyer shall be entitled to withdraw from the contract regarding the quantity affected by the delivery or acceptance disruption. No other claims shall exist.
11 Place of performance, choice of law and place of jurisdiction
11.1 The place of performance for delivery is our respective place of delivery, for payment Cologne.
11.2 If the Buyer is an entrepreneur, the place of jurisdiction shall be Cologne or, if we bring an action, the general place of jurisdiction of the Buyer.
11.3 These Terms and Conditions and all legal relationships between us and the Buyer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, particularly the UN Convention on Contracts for the International Sale of Goods.