General terms and conditions of business

Terms and conditions of sale, delivery and payment of KuchenMeister GmbH

I. Validity of the conditions

The deliveries, services, and offers of KuchenMeister GmbH – hereinafter referred to as the "Supplier" – are made exclusively on the basis of the following terms and conditions. These also apply to all future business relationships, even if they are not expressly agreed upon again. These terms and conditions are deemed accepted upon receipt of the goods or services at the latest. Counter-confirmations by the buyer with reference to their own terms and conditions of business or purchase are hereby expressly rejected.

II. Offers

All offers from the supplier are subject to change and non-binding. This also applies to all dimensions, weights, and contents stated in the supplier's catalogs, brochures, and price lists.

III. Prices, packaging

1. All prices are net prices, to which the applicable statutory value-added tax must be added. Additional deliveries and services will be invoiced separately.

2. Unless otherwise agreed, prices are ex works, duty unpaid, including normal packaging.

3. In the case of the buyer's own or special designs for packaging, the buyer shall bear all print preparation costs. The buyer shall provide the supplier with the final artwork for printing and shall receive the proof and proof for review and print approval. The supplier shall not be liable for any errors overlooked by the buyer, for the accuracy and completeness of the text, or for minor color deviations. The buyer must provide the supplier with the expected sales quantities; the supplier will order the relevant packaging material based on these specifications. Any change to the print design must be notified to the supplier in writing three months in advance. The buyer undertakes to purchase sufficient goods during this time to use up the remaining packaging material with the old print design; any unused remaining stocks will be purchased by the buyer at the supplier's purchase price.

If the supply relationship ends before the packaging material ordered according to the Buyer's specifications has been used up because the Buyer fails to fulfil its obligations, the Buyer will also purchase the remaining unused packaging material at the Supplier's purchase price.

4. According to Section 15 (1) of the Packaging Act, we take back our transport packaging (cardboard boxes, wrapping films, etc.) free of charge and recycle it appropriately.

IV. Acceptance, delivery, delivery time, transfer of risk

1. The buyer is obligated to accept the goods. This obligation to accept the goods is the primary obligation in the reciprocal relationship and must be fulfilled immediately.

2. Delivery and performance dates specified by the Supplier are subject to proper, i.e., correct and timely, delivery to the Supplier; they shall be deemed to have been met upon notification of readiness for dispatch at the Supplier's plant.

3. The risk shall pass to the buyer upon dispatch of the goods at the latest; this shall apply even if partial deliveries are made or the supplier has assumed other services, e.g., shipping costs or delivery. Notwithstanding this, the buyer is obligated to note any transport damage on the consignment note and to notify the supplier immediately, sending a copy of the consignment note.

4. At the request and expense of the Buyer, the Supplier shall insure the shipment against theft, transport, fire, water and other damage.

5. At the Buyer's request, the Supplier shall ship the goods to the location specified by the Buyer. The shipping route and means shall be determined by the Supplier based on its expediency.

6. If shipment is delayed due to circumstances for which the buyer is responsible, the risk shall pass to the buyer from the date of readiness for shipment. The supplier is entitled, after setting and unsuccessfully expiring a reasonable period of time, to dispose of the delivery item otherwise and to supply the buyer within a reasonably extended period.

7. The supplier shall not be liable for delays in delivery and performance due to force majeure and events that make performance significantly more difficult or impossible for the supplier – this includes, in particular, strikes, lockouts, boycotts, official orders, etc., even if they occur at the supplier's suppliers or their subcontractors – even if agreed deadlines and dates have not been met. Such delays entitle the supplier to postpone delivery or performance for the duration of the disruption plus a reasonable start-up time, or to withdraw from the contract in whole or in part with regard to the part not yet fulfilled, provided that the supplier notifies the buyer immediately of the disruption. In the event of a disruption lasting more than one month, the buyer is entitled to withdraw from the contract with regard to the part not yet fulfilled after expiry of a reasonable grace period. If the delivery period is extended or the supplier is released from its obligation, the buyer cannot derive any claims for damages from this.

8. The supplier is entitled to make partial deliveries and partial services to a reasonable extent.

9. If delivery is made on industrial pallets, the pallets must be replaced immediately in the same number and quality or returned freight-free in the same number and quality within 30 days of delivery. Otherwise, the supplier is entitled to invoice the buyer for the pallets at cost price.

V. Warranty

1. In principle, only the supplier's product description is deemed to be agreed upon as the quality of the goods. Public statements, recommendations, or advertising by the supplier do not constitute a contractual description of the quality of the goods. The supplier does not provide any guarantees in the legal sense.

2. The Buyer shall notify the Supplier of any defects in writing immediately, but no later than eight days after receipt of the goods. Defects that cannot be discovered within the eight-day period, even after careful inspection, must be notified to the Supplier in writing immediately after their discovery.

3. The Buyer undertakes to give the Supplier the opportunity to immediately inspect the defective goods.

4. In the event of justified complaints, the supplier shall replace the defective goods or deliver the missing quantities (subsequent performance). If the replacement or subsequent delivery fails after a reasonable period of time, the buyer may, at its discretion, demand a reduction in the purchase price (abatement) or withdraw from the contract. This also applies if the supplier refuses subsequent performance or if subsequent performance is unreasonable for the buyer. In the case of a minor breach of contract, the right of withdrawal is excluded.

5. All warranty claims shall expire one year after the delivery date, unless the supplier has fraudulently concealed a defect. This also applies to defects within the meaning of paragraph 2, sentence 2.

6. Warranty claims against the supplier are available only to the direct purchaser and are not transferable.

7. The preceding paragraphs conclusively regulate the supplier’s warranty obligation.

VI. Retention of title, assignment by way of security

1. Until all claims – including all balance claims from current accounts – to which the Supplier is entitled against the Buyer now or in the future for any legal reason have been settled, the Buyer shall grant the Supplier the following securities: The goods remain the property of the Supplier (reserved goods).

The buyer is entitled to sell the reserved goods in the ordinary course of business as long as it is not in default. The buyer hereby assigns in full to the supplier, as security, all claims arising from the resale or any other legal grounds – e.g., insurance, tort – relating to the reserved goods, including all balance claims from current accounts; the supplier accepts the assignment. The supplier revocably authorizes the buyer to collect the claims assigned to the supplier for the supplier's account in its own name. The buyer is not entitled to dispose of the claim in any other way, e.g., by assignment. This collection authorization may only be revoked if the buyer fails to properly fulfill its obligations. At the supplier's request, the buyer must notify its customers of the assignment. The buyer is also obligated to inform the supplier of the names of the customers and the amount of the assigned claims, as well as to provide all information necessary to assert the assigned claims.

2. If the Buyer fails to fulfil its contractual obligations properly or at all, the Supplier may, after prior warning and the fruitless expiry of a period of fourteen days, revoke the collection authorisation, disclose the assignment of claims to the third-party debtors and demand the return of the reserved goods and, if applicable, the assignment of the Buyer's claims for return against third parties.

3. In the event of third parties accessing the reserved goods, e.g. by seizure, the Buyer shall point out the ownership of the Supplier and notify the Supplier immediately.

4. Upon full payment of all claims of the Supplier arising from the business relationship, the Supplier’s ownership of the reserved goods and the assigned claims shall automatically pass to the Buyer.

VII. Payment

1. A payment shall only be deemed made when the supplier has unconditional and unobjectionable access to the amount. Payments by check shall only be deemed made when the check has been cashed.

2. Payment by bill of exchange is not permitted.

3. In the event of the Buyer's default, the Supplier shall furthermore be entitled to demand immediate cash payment. If, after conclusion of the contract, the Supplier learns of a significant deterioration in the Buyer's financial situation, it shall be entitled to demand immediate cash payment against return of checks. In such cases, the Supplier shall also be entitled to demand advance payments and security.

4. The buyer is only entitled to offset if his counterclaims are undisputed or have been legally established.

VIII. Limitation of Liability

1. With the exception of damages caused by injury to life, body or health, the supplier shall only be liable for damages caused by him and/or his vicarious agents in the event of an intentional or grossly negligent breach of duty, unless a contractual obligation which is essential according to the nature and content of the contract is breached.

2. In the event of slightly negligent breach of duty, the supplier’s liability shall be limited to the typically foreseeable average damage.

IX. Place of performance, applicable law, place of jurisdiction

The place of performance for all claims arising from the contractual relationship is D-59494 Soest.

2. The law of the Federal Republic of Germany shall apply to these terms and conditions of sale, delivery and payment as well as to all other legal relationships between the buyer and the supplier.

3. Arnsberg shall be the place of jurisdiction for all legal disputes arising directly or indirectly from the contractual relationship, its formation, or its interpretation, provided the buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law. The contracting parties are also entitled to file suit in the defendant's general place of jurisdiction.

X. Partial invalidity

Should any provision in these Terms and Conditions or any provision in other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.