1.1. These terms and conditions apply to all current and future business relationships. Any conflicting or deviating conditions stipulated by the Buyer will not be recognised. Any conflicting non-assignment clause is strictly prohibited. All agreements made between us and the Buyer for the purpose of the execution of this Agreement are to be made in writing.
1.2. In addition to the following terms and conditions, COFREUROP terms and conditions shall also apply in respect of commercial transactions relating to fruit and vegetables, unless they are modified or are supplemented by the following terms and conditions. The following terms and conditions shall take precedence in any case.
2. Offers – Conclusion of contract
2.1 Our offer is non-binding, unless otherwise provided by the content of the offer.
3. Prices – Terms and conditions of payment
3.1 Prices are understood in accordance with the delivery agreement and are payable 21 days net cash without any deduction upon receipt of invoice. In the event of more than one debt being subject to a delay, all claims against the buyer are immediately due for payment. If payments are deferred or made later than what has been agreed, they will in the meantime be subject to interest at the rate of 7% above the current base rate, without a notice of default being required. The right to assert any claim for further damages shall remain unimpaired.
3.2 If there is any deterioration in the buyer’s ability to pay or the buyer fails to comply with the agreed terms and conditions of payment, we reserve the right to modify these terms and conditions of payment.
3.3. The Buyer is only entitled to offset amounts for payment when the Buyer’s counterclaims have been legally established, are undisputed or are recognised by us. The Buyer is only authorised to exercise the right to withhold payment, if the Buyer’s counterclaim is based on the same contractual relationship.
3.4. We reserve the right to transfer claims arising from our terms and conditions. Our claims are transferred to BFS finance GmbH (Verl). Payments may only be made to BFS finance GmbH with the effect of discharging the debt. The bank details are indicated on the invoice.
4. Period of delivery and performance
4.1. All deliveries are only made from stock. The Buyer accepts all risks and costs associated with the shipment of goods to the Buyer. Packaging and dispatch are carried out at our discretion, but without any liability on our part.
4.2 We shall not be held liable for any delivery and service delays that are due to force majeure and events that render delivery for us significantly difficult or impossible on a more than temporary basis, and for reasons for which we are not responsible, even if the delivery periods and deadlines are agreed as binding.
4.3. We reserve the right to make partial deliveries or provide partial services at any time, unless such partial deliveries or services are of no interest to the Buyer.
5. Transfer of risk
5.1 Any risk is transferred to the Buyer once the shipment has been transferred to the person carrying out the delivery or once the goods have left the Seller's warehouse for the purpose of dispatch. If shipment is delayed at the Buyer’s request, the Buyer shall then bear the risk with the notification that the goods are ready for dispatch.
6. Retention of title
6.1 The goods shall remain our property until full payment of all outstanding claims has been made. The Buyer is authorised, on a revocable basis, to resell the goods. Claims arising from the resale of goods for payment of the purchase price are hereby assigned to us. If we have a current account relationship with the Buyer under section 355 paragraph 2 of the German Commercial Code, the advance assignment also relates to the recognised balance. Any processing or remodelling of the purchased item by the Buyer is always done for us. If the purchased item is processed with other items not belonging to us or associated with us in some other way, we shall acquire joint ownership of the new item proportional to the value of the purchased item and the other processed items at the time at which the processing takes place. If the purchased item is mixed with other items not belonging to us, we shall acquire joint ownership of the new items proportional to the value of the purchased item and the other mixed items at the time at which the mixing takes place. If the Buyer’s item is to be regarded as the main item, the Buyer must transfer proportionate ownership to us.
6.2 Withdrawal from the Agreement is not required to claim reservation of ownership, unless the Buyer is a consumer.
7.1. The Buyer’s claims for defects are subject to the Buyer fully meeting his obligations with respect to inspection and submission of complaints under § 377 of the German Commercial Code.
7.2 The Buyer must notify us in writing immediately of any defects once the Buyer has received the goods. This also applies to any breakages and shortfalls. Defects that cannot be identified by careful inspection within this period must be reported to us as soon as they have been identified.
7.3. If subsequent performance fails, the Buyer reserves the right, if the Buyer so chooses, to withdraw from the Agreement or to ask for a price reduction.
7.4. Defects up to 2% of the quantity delivered are deemed permissible and shall not be reimbursed. If the customer asks for an appraiser, and the appraiser establishes that any defects amount to no more than 2%, the costs of the appraiser shall be borne by the customer.
7.5. Any claims for defects against us shall only be the prerogative of the direct purchaser.
7.6. The limitation period for claims for defects shall be 12 months after the date on which transfer of risk takes place. The limitation period for delivery recourse claims, as provided for under §§ 478, 479 of the German Civil Code, shall remain unaffected.
8.1 For whatever legal reason, and insofar as there is any question of blame, our liability for damages is limited to material damages, and other damages to assets resulting therefrom, to the value of the goods, even if there is a breach of contractual obligations. This does not apply to claims relating to malicious conduct, guaranteed characteristics, mandatory liability under the Product Liability Act and injury to life, limb or health.
9. Jurisdiction and final provisions
9.1. These terms and conditions and the entire legal relationship between us and the Buyer are governed by the law of the Federal Republic of Germany. The provisions of the CISG shall not apply.
9.2. If the Buyer is a merchant, a legal entity under public law or a special asset body under public law, Hamburg shall be the sole place of jurisdiction for all disputes directly or indirectly arising from the contractual relationship.
9.3. Should any provision in these terms and conditions of business, or any provision within the framework of other agreements, be or become invalid, the validity of all remaining provisions or agreements shall remain unaffected.
10. Global Gap
10.1 All producers are certified by Global Gap.