General Terms and Conditions
I. General
1. All deliveries and services of Aquapharm Health & Nutrition GmbH (Seller) shall be provided exclusively on the basis of the following General Terms and Conditions.
2. conflicting or deviating general terms and conditions of business or purchase or other restrictions of the buyer
are not recognized unless the seller has expressly agreed to them in individual cases. These General Terms and Conditions shall also apply if the Seller carries out the delivery to the Buyer without reservation in the knowledge that the Buyer's terms and conditions conflict with or deviate from our Terms and Conditions of Delivery.
3. these General Terms and Conditions shall only apply to entrepreneurs within the meaning of § 310 para. 1 BGB.
4 Our General Terms and Conditions shall also apply to all future future transactions with the buyer.
5. individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments)
shall in any case take precedence over these General Terms and Conditions. A written/textual contract or the written/textual
confirmation of the Seller shall be decisive for the content of such agreements
II. Offer, orders
1. The Seller's offers are non-binding with regard to price, quantity, delivery period and delivery possibility until they have been accepted by the Buyer in writing
or in text form.
2. orders of the buyer shall become binding for the seller by written confirmation or confirmation in text form sent by the seller (also
invoice or delivery bill).
III Prices and terms of payment
1. Unless otherwise stated in the order confirmation or the purchase contract, the prices apply for air freight deliveries from
Frankfurt Airport and for sea freight deliveries from the port of Hamburg or Rotterdam, plus statutory VAT where applicable.
Costs for packaging, freight, insurance and customs duties will be invoiced separately. Partial deliveries can
be invoiced separately.
2. the seller reserves the right to change its prices accordingly if, after conclusion of the contract, cost increases occur,
in particular due to collective wage agreements or changes in the price of materials. We are obliged to proceed in the same way
in the event of cost reductions. The seller shall provide the buyer with evidence of both cost reductions and cost increases as soon as they have occurred
upon request.
3. all payments are to be made in full immediately upon receipt of the invoices, without deductions, discounts or fees; the
discount deduction requires a special written or textual agreement. In all other respects, the statutory provisions
regarding the consequences of late payment shall apply.
4. the retention of payments due to counterclaims of the buyer is inadmissible, as is offsetting against such counterclaims
; this does not apply to counterclaims if they are undisputed or have been legally established.
5. if there are reasonable doubts about the solvency or creditworthiness of the buyer and if the buyer is not prepared to pay in advance or to provide suitable security for the performance incumbent on him despite a corresponding request
, the seller is entitled to withdraw from the contract,
insofar as he has not yet performed himself.
6. the weight determination decisive for the calculation shall take place at the shipping point of the seller's delivery plant.
IV. Delivery
1. Communicated delivery dates are non-binding as long as they are not designated as "binding" by the seller in writing or in text form
. If a binding delivery date has been agreed, it is sufficient for the seller to dispatch the goods on this date.
2. if the seller is prevented from fulfilling his delivery obligation delivery obligation after conclusion of the contract due to the occurrence of unforeseeable circumstances which he could not avert despite reasonable care (e.g. operational disruptions, official sanctions and interventions sanctions and interventions, delays in the delivery of essential raw raw materials, energy supply difficulties, strike, lockout), the delivery period shall be extended - insofar as these circumstances lead to delays - the delivery period shall be extended to a reasonable extent. If delivery becomes impossible due to these circumstances, the seller shall be from the obligation to deliver.
3. the seller is entitled to make partial or subsequent deliveries to a reasonable extent.
V. Shipping
1. The seller reserves the right to choose the shipping route and the shipping method. Additional costs caused by special shipping requests of the buyer shall be borne by the buyer. The same applies to increases in freight rates occurring after conclusion of the contract,
any additional costs for redirection, storage costs, etc., unless carriage paid delivery has been agreed.
2. the risk of destruction, loss or damage to the goods shall shall pass to the buyer upon dispatch of the goods. If collection has been agreed with the buyer, the seller is only obliged to protect the goods only obliged to protect the goods against destruction or theft. destruction or theft.
3. this obligation of the seller expires one month after notification that the goods have been made available, whereby proof
of dispatch of the notification is sufficient.
VI Retention of title
1. The seller retains title to the purchased item until all payments arising from the business relationship with the
buyer have been received. In the event of breach of contract by the Buyer, e.g. default of payment, the Seller shall be entitled to take back the purchased item; this shall constitute a withdrawal from the contract. After taking back the purchased item, the seller shall be authorized to sell it; the
proceeds from the sale shall be offset against the buyer's liabilities - less reasonable selling costs.
2. the buyer is obliged to treat the purchased item with care; in particular to insure it adequately at its own expense against fire, water and
theft damage at replacement value.
3. in the event of seizures or other interventions by third parties, the buyer must notify the seller immediately so that the seller can take can take legal action in accordance with § 771 ZPO. If the third party is not in a position the third party is not in a position to pay the seller the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the Buyer shall be liable for the for the loss incurred by us.
4. The buyer is entitled to resell the purchased item in the ordinary course of business and subject to retention of title.
In this case, the buyer hereby assigns to the seller all claims in the amount of the invoice amount (including VAT) with all
ancillary rights arising from the resale. The buyer
remains authorized to collect this claim even after the assignment. The seller's authorization to collect the claim himself remains unaffected. However, the
seller undertakes not to collect the claim as long as the buyer fulfills his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of insolvency proceedings
has been filed or payments have been suspended. If this is the case, the Seller may demand that the Buyer discloses the assigned claims
and their debtors, provides all information necessary for collection, hands over the relevant documents
and informs the debtors (third parties) of the assignment.
5. the seller undertakes to release the securities to which he is entitled at the request of the buyer to the extent that the realizable
value of his securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released
is incumbent on the seller.
6. In the case of export transactions to countries in which the aforementioned retention of title is not legally effective, the
seller reserves the right to secure the right of ownership in accordance with the respective statutory provisions of the country of destination. The buyer is obliged to cooperate with
to the extent necessary.
VII Liability for defects
1. The Buyer shall inspect the delivered goods immediately, if necessary by preparing an analysis and/or processing samples,
to determine whether they are free of defects and correspond to the order placed by the Buyer. Defects discovered during the inspection of the
goods must be reported to the seller immediately in the event of liability for defects. Hidden defects must be reported immediately as soon as the buyer can recognize them with sufficient care. The goods shall be deemed to have been approved if the notification of defects
is not received by us on the 3rd working day after discovery of the defect at the latest.
2. the further processing and resale of goods in which defects have been detected or could have been detected with the utmost care
shall be exclusively at the risk of the buyer. Liability of the seller for damages incurred by
the buyer as a result of continued processing or sale is hereby excluded.
3. if there is a defect in the purchased item and the buyer has fulfilled his obligations in accordance with section VII. 1, the seller
is entitled, at his discretion, to repair the delivered goods or to deliver a replacement. The seller is always obliged to bear
all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs to
, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance.
Should the repair or replacement delivery finally fail, the buyer may, at his discretion, demand a reduction in payment
or rescission of the contract. If the seller delivers a defect-free item for the purpose of subsequent performance,
or if the buyer withdraws from the contract, he must pay compensation for the use made of the item.
4. the seller shall be liable in accordance with the statutory provisions if the buyer asserts claims for damages based on
intent or gross negligence, including intent or gross negligence on the part of the seller's representatives or vicarious agents
. Insofar as the seller is not accused of intentional breach of contract, the liability for damages is limited to the
foreseeable, typically occurring damage.
5. the seller shall be liable in accordance with the statutory provisions if he culpably breaches a material contractual obligation; in this
case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage. A material
contractual obligation shall be deemed to exist if the breach of duty relates to an obligation on the fulfillment of which the Buyer has relied and may also
rely.
6. insofar as the buyer is otherwise entitled to compensation for damages instead of performance due to a negligent breach of duty
, the seller's liability is limited to compensation for foreseeable, typically occurring damages.
7. liability for culpable injury to life, limb or health remains unaffected; this also applies to
mandatory liability under the Product Liability Act or the Medicinal Products Act.
8 Liability is excluded unless otherwise stipulated above.
9. the limitation period for claims for defects is 12 months, calculated from the transfer of risk. The limitation period in the case of a
delivery recourse according to §§ 478, 479 BGB remains unaffected.
VIII. Joint and several liability
1. Any further liability for damages other than that provided for in Section VIII is excluded, irrespective of the legal nature of the claim asserted
. This applies in particular to claims for damages arising from culpa in contrahendo,
due to other breaches of duty or due to tortious claims for compensation for property damage in accordance with § 823 BGB.
2. liability for culpable injury to life, limb or health remains unaffected; this also applies to
mandatory liability under the Product Liability Act or the Medicinal Products Act.
3. claims for damages shall become time-barred within one year of the customer becoming aware of the occurrence of the damage. This shall not apply if
the seller can be accused of malice or intent.
4. to the extent that the seller's liability is excluded or limited, this shall also apply to the personal liability of its employees,
workers, staff, representatives and other vicarious agents.
IX. Condition of the goods, technical advice, use and processing
1. The quality of the goods is based exclusively on the order placed by the buyer. The Seller has not checked the content of the information provided by
itself, but merely passes on the content of the analysis certificate submitted by the Seller's supplier or the contract laboratory, which is why no liability is assumed for the accuracy of this information beyond this information.
2. the technical application advice provided by the seller, both verbally and in writing and through tests, is given to the best of the seller's knowledge, but is
only non-binding information, also with regard to any third-party property rights, and does not release the buyer from its own examination
of the products supplied by the seller and their suitability for the intended processes and purposes. The application, use and
processing of the products are beyond the Seller's control and are therefore the sole responsibility of the Buyer. This applies in particular if the Buyer mixes the goods delivered by the Seller with other goods or processes them together.
X. Trademarks
1. It is not permitted to offer or deliver substitute products instead of the seller's products with reference to these products to
or to associate the seller's product names, whether protected or not
, with the word "substitute" in price lists and similar business documents or to juxtapose them with the names of substitute products.
2. it is also inadmissible to use the seller's product designations, in particular as a loading indication, when using the seller's products for manufacturing purposes or for further processing
. The delivery of products
or a trademark shall not be deemed to constitute consent to the use of the trademark for the products manufactured therefrom.
XI. Place of performance, place of jurisdiction, applicable law
1. Unless otherwise stated in our order confirmation, the place of performance shall be Pöcking.
2. if the buyer is a merchant, the place of jurisdiction is Munich. The Seller shall also be entitled to bring an action at the Buyer's registered office or at another
statutory place of jurisdiction. § Section 94a of the German Medicines Act remains unaffected.
3. the law of the Federal Republic of Germany shall apply. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
Aquapharm Health & Nutrition GmbH
Hindenburgstr. 44
82343 Pöcking
Phone: +49 (0) 8157 909 249 -9
Fax: +49 (0) 8157 909 249 -8
E-mail:aquapharm
aquapharm
Status: November 2024
