General Business Conditions of Biebelhausener Mühle (hereinafter referred to as „BM“)
The latest version of the following Conditions form part of the Contract for Sale and Delivery. Confirmations issued by customers that refer to the Customer's own business conditions shall hereby become invalid and legally irrelevant. Alternative conditions of sale, delivery or payment only become part of the Contract if confirmed in writing by BM, but not by remaining silent or making delivery. In cases of doubt, an amendment to the conditions of sale, delivery or payment is not intended.
1. Offers/Purchase Orders
All offers shall be considered non-binding. Purchase orders shall first be considered as accepted if BM confirms them or the goods are delivered.
The prices shall be based on the valid price list agreed on the day of delivery. Prices shall be subject to change by BM without prior notice.
3. Force Majeure
In the event of force majeure or any other involuntary impairment, BM shall be released from its obligation to deliver without any liability for damages ensuing. Cases of force majeure include, inter alia, transport problems, breakdowns, delays in the delivery of raw materials and any form of industrial action. The Customer has a right to withdraw from the Contract if BM fails to uphold a reasonable extension in the delivery deadline.
4. Risk Transfer
Risk is transferred:
4.1 On delivery - upon handover at the point of destination
4.2 On collection by the Customer or by vehicles dispatched on his behalf - as soon as loading is complete.
5. Default in taking delivery
If the Customer is in default of taking delivery, BM can withdraw from the Contract following a grace period of no more than 14 days and claim damages. 30% of the net sales lost can be calculated
as a lump sum for damages without a need for proof of default. Further claims for compensation remain unprejudiced by this.
6. Delivery/Supply of goods for collection
Deadline commitments are non-binding. In the event of force majeure or a disruption in production or transportation, the period of disruption shall extend the delivery or supply deadline, even in
cases where sub-contractors are involved. The Customer shall immediately be informed of the expected duration of the disruption, without the Customer being able to derive any rights against BM.
If delivery or supply proves impossible, the Customer can only claim damages if gross negligence or intent can be proven. In the event of a disruption in fulfilling the Contract, BM is entitled
to partial deliveries.
7. Warranty/Notification of damage
The carrier must immediately confirm visible defects and quantity deviations in writing upon receipt of the goods. The Customer shall also immediately perform a reasonable inspection of the goods upon receipt. Any complaints shall be immediately reported to BM in writing by mail or fax no later than 2 days after discovery. Any warranty expires on failure to comply with this deadline. The manner of rectification of the defect shall be at the discretion of BM. The goods shall be properly stored until a follow-up inspection can take place and be returned at the request of BM. BM shall only bear the cost of return if the defect is proven. Returns need to be discussed with BM in all cases and approved. Shortfalls in delivery quantity need to be immediately registered on the delivery note and attested.
8. Retention of title
The goods remain the property of BM until full payment is received. The suspension of individual claims and balancing of the account shall remain unaffected by this right. Once rights from the retention of title are asserted, the Customer must disclose to which purchasers the product was sold and the value of the receivables accrued from the resale. Resulting claims against third parties shall be assigned to BM as a precaution. On resale against cash payment, the proceeds shall immediately substitute the goods, whereby the surrender of the proceeds shall take place immediately. Garnishments and other seizures by third parties of goods under retention of title shall be reported immediately. BM or an authorised third party shall be irrevocably entitled to enter the Customer's storage facility to determine which goods are under retention of title and separately initiate an immediate return of the goods.
9. Terms of payment
Unless otherwise agreed, payment of the agreed purchase price shall take place immediately, without deduction, on receipt of the invoice, payable in cash or by bank transfer/direct debit. Cheques
and direct debit bank transactions only count as payment once they have been cashed and credited. The Customer shall bear the cost of discount charges and other costs. The Customer shall only be
entitled to offset these costs if his counter claim remains undisputed and legally established. The Customer shall not be permitted to transfer a right of retention from earlier or other
transactions to ongoing business transactions. The Customer shall be in default by the mere failure to pay by the agreed payment date. In this case, BM is entitled to charge interest at a rate of
5% above the Deutsche Bundesbank base rate and only perform further deliveries against cash payment. Upon request, the Customer shall immediately surrender all items that are the property of BM,
including those items that have been pledged as security for claims.
10. Nullity Clause
Deviations from these Conditions and other agreements shall only be valid if BM confirms them in writing. If any provision of this Agreement is invalid or contestable, the remaining components of the Agreement shall remain in full effect.
11. Place of performance/Jurisdiction
Place of performance for all payments is Ayl-Biebelhausen, Germany. Jurisdiction is Trier. The relationship between the Customer and BM is subject exclusively to the laws of the Federal Republic of Germany. This also applies to all contractual, extra-contractual and non-contractual claims, insofar as not prohibited by mandatory national or international law.