GENERAL TERMS AND CONDITIONS
1. Conclusion of contract
Our estimates are provisional. Contracts shall come into effect when our written confirmation of order is received, at the latest when the goods are handed over. These terms and conditions shall be applicable for all orders.
In the absence of a written confirmation from us, we shall not be liable for statements made by our representatives.
2. Obligation to deliver
In the case of increased force or slightly negligent diminution to our ability to delivery, we shall be released from the obligation to deliver. In such circumstances, the buyer shall have the right to cancel the order if we do not provide justification within a reasonable period thereafter.
We shall have the right to execute orders in the form of partial deliveries.
3. Payment terms
The appropriate list price or agreed price plus VAT shall be applicable.
Unless agreed otherwise, the purchase price shall be payable immediately upon receipt of the invoice, with no deductions. Bills of exchange shall not be accepted. Payment by cheque shall be considered to have been made only once the cheque has cleared. If payment is not made before the payment date, delay interest at a rate 2 % above the baserate set by the ECB shall be payable.
The buyer shall have a period of one week in which he shall be entitled to object to invoices. Complaints shall not give the right to delay payments. The buyer shall not have the right to withhold the purchase price on the basis of its own guarantee claims or to set it off against counter claims, unless these counter claims are undisputed or legally binding. If the payment terms are not adhered to, all our claims shall be payable immediately. We shall have the right to demand cash on delivery or cash in advance for any outstanding delivery orders which have yet to be executed or to withdraw from the contract, providing there are not damages claims against u (or additional time for payment).
4. Reservation of ownership
We shall retain ownership of the delivered goods until such a point where all our claims against the buyer have been fulfilled. Until that point, the goods can only be used within the framework of normal business activities. Any resulting debts to third parties shall be considered as transferred to us for safety’s sake. If the goods are sold on for cash, the revenue shall take the direct place of the goods, and transfer of the revenue shall be replaced by the buyer being in possession of the sum of money. Access by third parties to the goods under reservation of ownership or the claims outstanding to us should be reported immediately. The reservation of ownership shall not come to an end if the claim is included in an open account figure and recognised as such.
If the goods under reservation of ownership are processed, the buyer shall not acquire the ownership of the new goods. On the contrary, the buyer undertakes the processing on our behalf.
Otherwise paragraph 1 shall be applicable accordingly.
If the value of the securities existing for the seller exceeds the claims in total by more than 20 %, the seller shall be obliged to release securities of his choice of required to do so by the buyer.
Only those persons authorised to do so by ourselves shall have the right to accept payments.
The goods are to be inspected immediately on receipt. Any complaints shall be made by telephone immediately, before the end of the day on which the goods are received at the latest. Complaints relating to milk shall be raised immediately. There must be proper refrigeration facilities and refrigeration. Inasmuch as we are not the manufacturers of the goods, claims relating to faulty goods can only be raised against us to the extent to which the manufacturer is liable for us.
If complaints are justified, the customer shall receive, at our discretion, a replacement delivery free of charge or a credit note once the goods have been returned. No further claim can then be made.
Even when delivery has been agreed, we shall only be obliged to deliver to the customer if the technical facilities necessary for a delivery are in place with us und the customer and if the costs of the delivery are covered. If a customer is not at the unloading site when a delivery is made at the normal time, the goods shall be unloaded at the agreed place entirely at the risk of the recipient.
8. Transport risks
Transport shall always be at the expense and the risk of the recipient, even when the goods are to be carriage paid by us. The risk shall pass to the buyer when the goods are transferred to the transport vehicle.
In the absence of an agreement to the contrary, it shall not be possible to return goods once delivered. However, if goods are returned, the return of the goods shall not be considered as recognition of credit, even if the receipt of the goods is acknowledged.
The goods lent to the buyer by us (e. g. containers, temporary floors, transport containers, palettes, cans, crates, etc.) shall remain our property, even if a deposit has been given. They shall be returned to us by the buyer immediately in perfect condition, and shall only be used by the buyer in accordance with their intended purpose; otherwise we shall have the right to invoice for replacement costs. Disposable packaging shall not be taken back.
11. Place of performance and jurisdiction
The place of performance for delivery and payment, and the place of jurisdiction is Coburg.
If one of the above conditions is invalid, this shall not affect the validity of the terms and conditions as a whole.
Milchwerke Oberfranken West eG Meeder
Harald Reblitz (Vorsitzender), Silvio Reimann (stellv. Vorsitzender), Adolf Huth, Harald Roth, Erwin Schwarz
supervisory Board Chairman: