General Terms and Conditions of Business of Rügenwalder Mühle
Our deliveries, services and offers take place exclusively on the basis of our order confirmation and the terms and conditions of sale set out below. The contract concluded on the basis of the order confirmation, including the terms and conditions of sale set out below, fully reflects all the agreements made between the contracting parties with regard to the object of the contract. Verbal undertakings made by us prior to conclusion of this contract are not legally binding and verbal agreements from the contracting parties shall be replaced by the contract, unless these expressly state that they shall remain binding.
We hereby point out that our employees – with the exception of managing directors or authorised representatives – are not entitled to conclude agreements that differ from this.
Differing terms and conditions of business of the business partner shall not form the basis of the contract unless they have been recognised in writing by us. They are hereby expressly rejected as a precautionary measure. Claims held against us by the business partner as a result of the contract concluded with said partner cannot be assigned.
Information on the object of the delivery is only approximate unless the usability of said object for the purpose specified in the contract requires a precise match. The information does not constitute guaranteed characteristics, but rather descriptions or indications of the delivery. Customary deviations and deviations that occur due to legal provisions or constitute improvements of the product are permitted, insofar as they do not impair the usability of the products for the purpose specified in the contract.
All offers are non-binding with regard to quantity, delivery date and price unless these pieces of information are confirmed in writing or verbally.
Our offer documents shall remain our property. They must not be made accessible to third parties.
3.) Prices, shipping
All prices shall be understood free domicile to the premises of our business partner, plus statutory sales tax and including packaging. The weight determined and checked by us shall be used for the calculations.
Deliveries shall take place as quickly as possible after conclusion of contract, unless a different delivery time has been agreed. Unless the delivery time has expressly been agreed as "fixed", the delivery time shall only be regarded as approximate.
We shall not be liable if delivery is impossible or for delivery delays insofar as these have been caused by force majeure or by other events that were not foreseeable when the contract was concluded and for which we are not responsible (e.g. all types of operational disruption, difficulties in materials or energy procurement, transport delays, strikes, lawful lock-outs, shortage of workers, energy or raw materials, difficulties in obtaining the necessary official approvals, official measures or missing, incorrect or late delivery by suppliers).
Insofar as such events make the delivery or service significantly more difficult or impossible for us and the hindrance is not temporary in nature, we shall be entitled to withdraw from the contract.
In the case of temporary hindrances, the time periods for delivery or service provision shall be extended, or the delivery or service provision deadlines shall be postponed, by the period of the hindrance plus an appropriate lead time.
Where the customer cannot reasonably be expected to accept the delivery or service due to the delay, he/she may withdraw from the contract by immediate written declaration to us.
We shall be entitled to provide partial deliveries if:
- The partial delivery is usable for the business partner within the framework of the intended purpose specified in the contract
- The delivery of the remaining goods that have been ordered is ensured
- The business partner does not incur any significant additional outlay or additional costs as a result (unless we declare that we are prepared to accept these costs)
5.) Payment conditions
The purchase price shall be due immediately unless we have agreed otherwise with the business partner.
From the 14th day after receipt of the invoice, we shall be entitled to calculate interest pursuant to Article 288, paragraph 2 of the German Civil Code [Bundesgesetzbuch].
Cheques or bills of exchange shall only be accepted on account of performance.
6.) Set-off, right of retention
Set-off with counter claims held by the business partner and the assertion of rights of retention due to such claims shall only be permitted if the counter claims are undisputed or have been established by law.
7.) Retention of title
7.1. The retention of title agreed below serves to secure all of our current and future claims against the business partner existing as a result of the delivery relations in place between the contractual partners.
7.2. The goods delivered by us to the business partner shall remain our property until such time as full payment has been made for our all secured claims. The goods and any goods that replace these in accordance with this provision and are subject to retention of title shall hereinafter be referred to as reserved goods.
7.3. The business partner shall store the reserved goods for us, free of charge.
7.4. The business partner shall be entitled to sell the reserved goods in the ordinary course of business up until the point of enforcement (7.8). Pledges and transfers by way of security shall not be permitted.
7.5. In the event of resale of the reserved goods, the business partner shall hereby assign the resulting claim arising against the purchaser to us, by way of precaution. The same shall apply for other claims that take the place of the reserved goods or otherwise come into being with regard to the reserved goods, such as insurance claims or tort claims in the event of loss or destruction. On a revocable basis, we authorise the business partner to collect the claims that have been assigned to us in his/her own name. We may only revoke this collection authorisation in the event of enforcement.
7.6. If third parties have access to the reserved goods, in particular through pledging, the business partner shall immediately make them aware of our ownership and shall notify us of this, so as to enable the business partner to enforce our ownership rights. Where the third party is not in a position to reimburse us for the costs incurred in or out of court in this context, the business partner shall be liable to us for this.
7.7. On request, we will release the reserved goods and the items or claims taking their place as we choose, insofar as their value exceeds the value of the secured claims by more than 50%.
7.8. In the event that we withdraw from this contract due to the business partner acting in breach of said contract (enforcement event) – particularly due to delayed payment – we shall be entitled to demand that the reserved goods be returned, as we choose.
8.) Warranty, liability
8.1. Our items are subject to voluntary, regular monitoring by sworn foodstuffs experts. The composition and designation of our items complies with the ordinances and quality guidelines.
8.2. We shall not be liable for damage or loss arising from use of our products under conditions not approved by us.
8.3. The shelf life of our items is indicated by the best-before date label on the outer packaging of the items.
8.4. We do not accept any liability for the minimum shelf life if the items are not stored in the correct manner. Any defects must be reported immediately.
8.5. Discrepancies in the number of items and in quantities must be reported immediately following receipt of the goods. Later complaints shall not be recognised.
8.6. If goods are accepted and a complaint is subsequently submitted stating that they are spoiled, we may choose to draw up an expert veterinary report or to have the goods returned immediately. Where samples are taken by the official food control authorities, it must be insisted that two counter samples are officially sealed. The counter samples must be sent to us sealed, in the form in which they are handed over by the food control authorities. All warranty claims shall lapse in the event that a complaint is made regarding spoiled goods as a result of incorrect storage.
8.7. In the event that the replacement delivery fails, the business partner may request a price reduction or rescission of the part of the contract that is affected by the failed service. The remainder of the contract shall remain valid.
8.8. Irrespective of the legal basis insofar as it is dependent on fault, our liability for compensation shall be limited in accordance with the following provisions:
8.8.1. We shall not be liable in cases of simple negligence unless this concerns a breach of essential contractual obligations (cardinal obligations).
8.8.2. Insofar as we are liable for compensation in accordance with these General Terms and Conditions of Business – Sale, this liability (except in the event that cardinal obligations are breached) shall be limited to damage or loss that we foresaw as a possible consequence of breach of contract when the contract was concluded, or which we should have foreseen by applying due care and attention. Other than where cardinal obligations have been breached, indirect damages and consequential damages shall only be eligible for compensation insofar as such damages are typically to be expected with the intended use of the object of delivery.
8.8.3. The above liability exclusions and restrictions shall apply in the same extent in favour of our bodies, legal representatives, employees and other vicarious agents.
8.8.4. The above restrictions do not apply to our liability due to intentional behaviour, for guaranteed characteristics, due to death, physical injury or damage to health, or pursuant to the German Product Liability Act [Produkthaftungsgesetz].
9.) Data protection
The business partner is aware of the fact that we store data arising from the contractual relationship for the purposes of data processing in accordance with Article 28 of the German Data Protection Act [Bundesdatenschutzgesetz] and reserve the right to transfer the data to third parties (e.g. insurance companies) insofar as this is necessary for performance of the contract.
10.) Applicable law, place of performance, place of jurisdiction
The contractual relationship is exclusively subject to the law of the Federal Republic of Germany. The United Nations Convention on the International Sale of Goods (CISG) shall not be applicable.
The place of performance for the delivery shall be Bad Zwischenahn, unless expressly agreed otherwise. The same shall apply for payment by the business partner.
We may bring claims against the business partner at the court which holds jurisdiction in the place of performance and, as we choose, also at the registered offices of the business partner. The business partner may only bring claims against us at the court which holds jurisdiction in the place of performance.