Allgemeine Geschäftsbedingungen

General Terms and Conditions of Lactopia GmbH

in the version of 03.07.2020

General

1. These General Terms and Conditions shall apply exclusively for business relationships with entrepreneurs in terms of § 14 of the German Civil Code (BGB) (hereinafter: “Customer”).
2. Our offers and order confirmations are exclusively based upon and include our General Terms and Conditions, which are always part of the contract.
3. Deviating, opposing or supplementary General Terms and Conditions of our customers shall only become part of a contract if we expressly acknowledge their inclusion in writing before or upon conclusion of the contract, even if we do not expressly contradict them. Customer acknowledgements with deviating purchase conditions are hereby contradicted in advance.

Conclusion of contract

1. Offers disclosed to the customer are non-binding in terms of prices and delivery options. We shall no longer be bound to the offer 30 days after receipt.
2. A contract with the customer shall only be entered into if we accept the customer’s order by sending an order confirmation or by completing the order. Sales representatives are not authorised to conclude contracts.
3. Any subsidiary agreements, modifications and amendments of the contract require the written form in order to be valid. This shall also apply to a waiver of the requirement of written form.

Reservation of delivery by our suppliers

1. The conclusion of the contract shall be subject to the reservation that we receive correct and punctual deliveries from our suppliers, but only provided we are not responsible for the fact that our supplier is not delivering to us and provided we had concluded a congruent covering transaction with our supplier, and provided the improper or missing delivery by our suppliers was not foreseeable, nor can we correct it with reasonable effort and nor is it just temporary.
2. We shall immediately inform our customers if the goods owed by us should not be available. In this case, we shall immediately refund the payment already made by the customer.

Transfer of risk / Transport

1. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer when the goods are handed over or when the goods are handed over to the carrier in case of shipment. This shall also apply in case of the use of the customer’s vehicles or transport personnel; even in the case of an agreed carriage-free delivery. This shall also apply if the goods are to be produced by third parties and shipped directly to the customer from there.
2. If an obligation to collect is agreed, the risk shall pass from us to the customer five days after notification of availability. If it is agreed that the customer will collect the goods from us on a particular date after provision, the risk shall pass to the customer if this date passes without the goods being collected.

If the customer does not accept the goods within 15 days of receipt of the notification of availability, we shall be entitled to deliver the goods to the customer at its expense.

1. We shall ensure that our goods are delivered using refrigerated transport, if necessary. If an obligation to collect is agreed or if the customer provides vehicles or transport personnel, it shall be the customer’s responsibility to ensure that the goods are properly refrigerated during transportation. Upon request, we shall inform our customers whether there is a need for refrigerated transportation from our perspective.

Delivery dates/Performance period

1. Delivery dates or delivery periods given by us are not binding. We shall endeavour to comply with them.
2. Partial deliveries shall be permissible.
3. Reduced quantities or overproduction of up to 10 % shall be permissible and billed based on an individual piece count in the final invoice.
4. If the performance period is exceeded, the customer shall set us a reasonable deadline for performance.
5. Circumstances or events beyond our control that make the punctual performance impossible or unreasonably difficult, e.g. traffic or business disruption, lack of energy, legitimate strike or lock-out and force majeure shall extend the performance period accordingly. The same applies if our suppliers are affected by the aforementioned circumstances, whereby the legality of the labour dispute does not matter.
6. We shall adhere to our delivery obligations under the precondition that our customer fulfils the contractual obligations properly and in due time.
7. The delivery time for canned powder products is 8 weeks and the delivery time for capsule or sachet products is 10 weeks. The delivery period begins with the issue of the order confirmation, but not before all unresolved production-related issues upon contract conclusion are clarified and any agreed advance payment has been made by the customer. If the customer supplies goods in relation to its order or if it has these goods supplied by a third party (e.g. the customer’s own packaging materials such as cans or labels), the delivery period shall not begin until these goods have been received. The delivery period shall be deemed met if the goods have been dispatched or held ready for collection by the end of this period and the customer has been notified.

Prices, Payment

1. The prices are quoted in Euros ex works without VAT including packaging. We do not grant any discounts.
2. Our invoices shall be payable and due without deductions 14 days after the invoice date. However, an advance payment of 50% of the total invoice amount shall be immediately payable and due from the customer for orders with a total value of more than € 5,000. The remaining invoice amount shall be payable and due 14 days after the transfer of risk of the goods pursuant to Article IV of these GTCs.
3. In case of default, we shall charge default interest at 9 % above the base rate pursuant to § 247 of the German Civil Code (BGB), but at least 11 % p.a.. The assertion of any further damages caused by default shall remain unaffected. The customer shall be at liberty to prove lower damages caused by default in the individual case.
4. The exercising of a right of retention or offsetting against our claims shall only be possible with undisputed or legally enforceable claims.
5. If the customer defaults on a payment, all further claims shall become immediately due for payment, even if they are not due yet. Furthermore, all customer contracts that have not yet been executed shall be subject to payment in advance. The same applies if the customer’s economic situation deteriorates after conclusion of the contract.

Warranty, Warranty period

1. The customer shall undertake to check the delivery item for obvious defects upon delivery and report any damage immediately. Non-obvious defects must be reported immediately after they become apparent. The time of sending the notification is decisive in this respect.

If the customer misses these deadlines, the delivery item shall be deemed in accordance with the contract. Visible transport damage must be reported in advance on the delivery note.

1. In case of defects, we shall first be entitled to replace or repair against return of the original delivery item at our discretion. If this fails twice, the customer shall be entitled to a reduction in price (reduction of remuneration) or to rescind the contract (rescission of the contract).

1. In the event of withdrawal from the contract after failed replacement or repair, the customer shall not be entitled to any additional damage claims due to the defect.
2. Normal wear and tear shall not constitute defects and not subject to warranty. The same applies for damage due to improper handling.
3. The warranty period is 1 year after handing over to the customer.

Limitations of liability for warranty or compensation claims

1. We shall be liable for
  1. damage caused deliberately or in gross negligence,
  2. in the event of fraud,
  3. for warranties or guarantees assumed by us,
  4. for damage to life, body and health and
  5. for claims according to the Product Liability Act (ProdukthaftungsG).
2. Furthermore, we shall be liable for infringements of essential main contractual obligations caused by simple negligence, i.e. obligations whose fulfilment mainly facilitates the proper performance of the contract and on the fulfilment of which the customer regularly relies or may rely. We are in compliance with all applicable food law regulations.
3. We shall not be liable beyond the scope stated. In particular, we shall not be liable for any particular success. It is the customer's responsibility to check whether our product is suitable for its intended use. In particular, we shall not be liable for breaches of trademark protection, for complaints due to information on product labels or for unlawful health claims.

Retention of title

1. All goods supplied shall remain our property until the complete fulfilment of our purchase price payment claims from the business relationship. Our retention of title shall expire upon settlement of all claims which are unsettled at the time of payment and covered by our retention of title.
2. The customer shall be entitled to sell the reserved goods in the ordinary course of business, provided it fulfil its contractual obligations to us. The customer shall assign all claims arising from the further sale in the amount of the corresponding invoice amount to us in advance. We accept the assignment in advance. We grant the customer the revocable right to collect the claims.
3. Pledging of goods or transfer by way of security from the customer to third parties is not permitted. The customer must inform us immediately of any interference with our property by third parties.
4. If the value of our securities exceeds our claims by more than 10 %, we shall be obliged, if so requested by the customer, to release securities at our discretion until the aforementioned limit is reached.

Place of jurisdiction/Place of fulfilment/Applicable law

1. The place of fulfilment for the payment of the purchase price is Saarbrücken.
2. The place of jurisdiction for all disputes arising from the contractual relationship is Saarbrücken.
3. The entire business relationship with the customer shall be governed by the law of the Federal Republic of Germany under exclusion of the UN Sales Convention.