Verkaufs- und Lieferbedingungen der Fruchtimport vanWylick GmbH und der vanWylick Frischeplattform West GmbH
1. scope of application
1.1 These terms and conditions shall apply to all present and future business relations. Any conflicting or deviating terms and conditions of the Buyer shall not be accepted. All agreements made between us and the buyer for the purpose of executing this contract shall be set down in writing.
1.2 In addition to the following terms and conditions, the COFREUROP terms and conditions shall apply to commercial transactions with fruit and vegetables, unless they are modified or supplemented by the following terms and conditions. In any case, the following conditions take precedence. You can, of course, request the COFREUROP conditions from us.
2 Offers - Conclusion of contract
Our offer is subject to change unless otherwise stated in the content of the offer.
3. prices - terms of payment
3.1 The prices are ex warehouse or sales vehicle and are payable net cash without any deductions upon receipt of the invoice. If payments are deferred or made later than agreed, interest at a rate of 8% above the respective base rate shall be charged for the interim period without the need for a special notice of default. We reserve the right to claim further damages.
3.2 Deterioration of the buyer's solvency or non-compliance with the agreed terms of payment shall entitle us to amend them.
3.3 The buyer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognised by us. He shall only be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
3.4 Cheques shall only be accepted on account of payment.
4. delivery and performance time
4.1 All deliveries shall only be made ex warehouse. Shipment to the buyer shall only be made at the buyer's risk and expense. Packaging and dispatch shall be at our discretion, but without responsibility.
4.2 We shall not be responsible for delays in delivery and performance due to force majeure and due to events which make delivery considerably more difficult or impossible for us, not only temporarily, for reasons for which we are not responsible, even in the case of bindingly agreed deadlines and dates.
4.3 We are entitled to make partial deliveries and partial performance at any time, unless the partial delivery or partial performance is of no interest to the Buyer.
5 Transfer of risk
The risk shall pass to the Buyer as soon as the consignment has been handed over to the person carrying out the transport or has left the Seller's warehouse for the purpose of dispatch. If dispatch is delayed at the request of the buyer, the risk shall pass to the buyer upon notification of readiness for dispatch.
6. retention of title
6.1 The delivered goods shall remain our property until all our claims against the buyer arising from the business relationship, including future claims arising from contracts concluded at the same time or later, have been settled. This shall also apply if individual or all claims of the seller have been included in a current account and the balance has been struck and accepted.
6.2 The buyer is entitled to resell the reserved goods in the ordinary course of business. He hereby assigns to us by way of security all claims accruing to him against purchasers or third parties from the resale. The seller accepts the assignment. The buyer is authorised to collect these claims even after assignment. The seller may demand that the buyer informs him of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors of the assignment.
7.1 Claims for defects on the part of the buyer presuppose that he has duly fulfilled his obligations to examine the goods and give notice of defects in accordance with § 377 of the German Commercial Code (HGB).
7.2 The buyer must notify us of defects in writing immediately after receipt of the goods. This also applies to breakage and shortages. Defects which cannot be discovered within this period even after careful inspection must be notified to us in writing immediately after discovery.
7.3 If the supplementary performance fails, the buyer shall be entitled, at his discretion, to demand withdrawal from the contract or a reduction in price.
7.4 Only the direct purchaser shall be entitled to make claims against us on account of defects.
7.5 The limitation period for claims for defects is 12 months, calculated from the transfer of risk. The limitation period in the case of delivery recourse according to §§ 478, 479 BGB remains unaffected.
Our liability for damages, irrespective of the legal grounds, shall be limited to the amount of the value of the goods, insofar as fault is involved, for damage to property and further financial losses resulting therefrom, even if a breach of material contractual obligations is involved. This shall not apply to claims for intentional conduct, for guaranteed characteristics, for mandatory liability under the Product Liability Act and for injury to life, limb or health.
9 Jurisdiction I Final Provisions
9.1 These terms and conditions and the entire legal relationship between us and the Buyer shall be governed by the laws of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
9.2 If the buyer is a merchant, a legal entity under public law or a special fund under public law, Düsseldorf shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
9.3 Should a provision in these terms and conditions or a provision within the scope of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.
Status: March 2013