General Terms and Conditions

Terms of Sale, Delivery, and Payment of KuchenMeister GmbH

I. Scope of Application

Supplies, services, and offers provided by KuchenMeister GmbH – hereinafter referred to as the “Supplier” – are made exclusively on the basis of these General Terms and Conditions. These conditions shall also apply to all future business relationships, even if they are not expressly agreed upon again. These conditions are deemed accepted at the latest upon receipt of the goods or services. Any counter-confirmations by the Buyer referring to their own business or purchasing conditions are hereby expressly rejected.

II. Offers

All offers made by the Supplier are subject to change and non-binding. This also applies to all details regarding dimensions, weight, and contents contained in the Supplier’s catalogs, brochures, and price lists.

III. Prices, Packaging

  1. All prices are net prices, to which the respective statutory Value Added Tax (VAT) must be added. Additional supplies and services will be charged separately.
  2. Unless otherwise agreed, prices are quoted “Ex Works” (unpaid duty), including normal packaging.
  3. In the case of custom and special packaging designs by the Buyer, the Buyer shall bear all print preparation costs. The Buyer shall provide the Supplier with the final artwork for printing and shall receive a proof and sample for review and print approval. The Supplier is not liable for errors overlooked by the Buyer, nor for the correctness and completeness of the text, nor for minor color deviations. The Buyer must provide the Supplier with projected sales volumes; the Supplier will order the respective packaging material based on these projections. Any changes 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 period to ensure that remaining stocks of packaging material with the old design are used up; the Buyer shall purchase any unused remaining stocks at the Supplier’s cost price. If the supply relationship ends before the packaging material ordered according to the Buyer’s specifications has been used up because the Buyer has failed to fulfill their obligations, the Buyer shall also purchase the unused remaining stocks of the packaging material at the Supplier’s cost price.
  4. In accordance with §15 (1) of the German Packaging Act (VerpackG), we accept the return of our transport packaging (cartons, shrink wrap, etc.) free of charge and ensure it is recycled appropriately.

IV. Acceptance, Delivery, Delivery Time, Transfer of Risk

  1. The Buyer is obliged to accept the goods. The obligation to accept is a primary contractual obligation within the reciprocal relationship and must be fulfilled immediately.
  2. Dates for delivery and performance stated by the Supplier are subject to proper and timely self-supply; they are deemed met upon notification of readiness for dispatch at the Supplier’s works.
  3. Risk transfers to the Buyer at the latest upon dispatch of the goods; this also applies if partial deliveries are made or if the Supplier has assumed other services, e.g., shipping costs or delivery. Notwithstanding the above, the Buyer is obliged to note any transport damage on the waybill/bill of lading and to notify the Supplier immediately by sending a copy of the waybill.
  4. At the Buyer’s request and expense, the Supplier shall insure the shipment against theft, breakage, transport, fire, and water damage, as well as other risks.
  5. At the Buyer’s request, the Supplier shall ship the goods to a location designated by the Buyer. The shipping route and means of transport shall be determined by the Supplier based on expediency.
  6. If dispatch is delayed due to circumstances for which the Buyer is responsible, the risk transfers to the Buyer from the day of readiness for dispatch. After setting a reasonable deadline which expires without result, the Supplier is entitled to dispose of the delivery item elsewhere and to supply the Buyer with a reasonably extended deadline.
  7. Delays in delivery and performance due to Force Majeure and due to events that make delivery 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 sub-suppliers—shall not be the responsibility of the Supplier, even where deadlines and dates have been agreed. Such events entitle the Supplier to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up period, or to withdraw from the contract in whole or in part regarding the unfulfilled portion, provided the Supplier notifies the Buyer of the hindrance immediately. If the hindrance lasts longer than one month, the Buyer is entitled, after setting a reasonable grace period, to withdraw from the contract regarding the unfulfilled portion. If the delivery time is extended or if the Supplier is released from their obligation, the Buyer may not derive any claims for damages from this.
  8. The Supplier is entitled to make partial deliveries and render 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 free of charge 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 (Liability for Defects)

  1. Only the Supplier’s product description is deemed agreed as the condition of the goods. Public statements, promotions, or advertising by the Supplier do not constitute a contractual description of the quality of the goods. The Supplier grants no guarantees in the legal sense.
  2. The Buyer must notify the Supplier of defects in writing immediately, but no later than within eight days after receipt of the goods. Defects that cannot be discovered within this eight-day period, even with careful inspection, must be notified to the Supplier in writing immediately upon discovery.
  3. The Buyer undertakes to give the Supplier the immediate opportunity to convince themselves of the defects of the complained goods through inspection.
  4. In the case of justified complaints, the Supplier shall provide a replacement for the defective goods or supply the missing quantities (supplementary performance). If the replacement delivery or supplementary supply fails after a reasonable period, the Buyer may, at their discretion, demand a reduction of the purchase price (abatement) or withdraw from the contract; this also applies if the Supplier refuses supplementary performance or if supplementary performance is unreasonable for the Buyer. The right of withdrawal is excluded in cases of only minor contractual non-conformity.
  5. All warranty claims expire one year after the date of delivery, unless the Supplier has fraudulently concealed a defect. This also applies to defects within the meaning of Para. 2, Sentence 2.
  6. Warranty claims against the Supplier are only available to the direct Buyer and are not assignable.
  7. The preceding paragraphs conclusively regulate the Supplier’s warranty obligations.

VI. Retention of Title, Assignment for Security

  1. Until all claims—including all current account balance claims—to which the Supplier is entitled against the Buyer now or in the future for any legal reason have been fulfilled, the Buyer grants 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 they are not in default. The Buyer hereby assigns to the Supplier, by way of security and in full, all claims arising from the resale or any other legal grounds (e.g., insurance, tort) regarding the Reserved Goods, including all current account balance claims; 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 their 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 does not properly fulfill their obligations. At the Supplier’s request, the Buyer must notify their debtors of the assignment. Furthermore, the Buyer is obliged to provide the Supplier with the names of the debtors and the amount of the assigned claims, as well as to provide all information necessary for the enforcement of the assigned claims.
  2. If the Buyer does not properly fulfill their due contractual obligations or fails to do so entirely, the Supplier may, after prior warning and the fruitless expiration of a fourteen-day deadline, revoke the collection authorization, disclose the assignment of claims to third-party debtors, and demand the surrender of the Reserved Goods and, if applicable, the assignment of the Buyer’s claims for surrender against third parties.
  3. In the event of third-party access to the Reserved Goods, e.g., by seizure, the Buyer shall point out the Supplier’s ownership and notify the Supplier immediately.
  4. Upon full payment of all claims of the Supplier arising from the business relationship, ownership of the Reserved Goods and the assigned claims shall automatically transfer to the Buyer.

VII. Payment

  1. Payment is deemed to have been made only when the Supplier can dispose of the amount unconditionally and without restriction. Payments by check are deemed to have been made only when the check has been cashed.
  2. Payment by bill of exchange (Wechsel) is not permitted.
  3. In the event of default by the Buyer, the Supplier also has the right to demand immediate cash payment. If the Supplier becomes aware of a significant deterioration in the Buyer’s financial situation after the conclusion of the contract, the Supplier is entitled to demand immediate cash payment against the return of checks; in these cases, the Supplier is also authorized to demand advance payments and securities.
  4. The Buyer is only entitled to set-off if their counterclaims are undisputed or have been legally established.

VIII. Limitation of Liability

  1. With the exception of damages caused by injury to life, body, and health, the Supplier is liable for damages caused by them and/or their vicarious agents only in cases of intentional or grossly negligent breach of duty, unless a material contractual obligation (cardinal duty) essential to the nature and content of the contract is breached.
  2. In the event of a slightly negligent breach of duty, the Supplier’s liability is limited to the typically foreseeable average damage.

IX. Place of Performance, Applicable Law, Jurisdiction

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

  1. The law of the Federal Republic of Germany applies to these Terms of Sale, Delivery, and Payment, as well as to all other legal relationships between the Buyer and the Supplier.
  2. Arnsberg is the place of jurisdiction for all legal disputes arising directly or indirectly from the contractual relationship, its formation, or its interpretation, insofar as 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 contractual partners are also entitled to file suit at the defendant’s general place of jurisdiction.

X. Severability

Should a provision in these General Terms and Conditions or a provision within the framework of other agreements be or become invalid, the validity of all other provisions or agreements shall not be affected thereby.