General Terms of Sale and Delivery of Institut Dr. Rilling GmbH for Entrepreneurs
… within the scope of purchase agreements concluded via the platform www.vegetbalance.com between the Institut Dr. Rilling GmbH, represented by its managing directors Jochen and Yannik Seipel, Lilienthalweg 13, 72124 Pliezhausen, Germany (hereinafter referred to as “supplier“) and the users of this platform (hereinafter referred to as “ordering party”).
- These terms of sale and delivery apply only to deliveries made to entrepreneurs. We do not recognize the ordering party’s terms which are contrary to or deviate from our terms of sale and delivery unless we have expressly consented to their application in writing. Our terms of sale and delivery apply even if, with knowledge of terms and conditions of the ordering party which are contrary to or deviate from our terms of sale and delivery, we execute the delivery to the ordering party without reservation.
- A contract is not formed until our order confirmation, prompt delivery or personal handover by us.
- The qualities specified in the performance description (order confirmation) comprehensively and conclusively specify the qualities of the delivery item.
- In case of doubt, our declarations in connection with this contract (e.g. performance description, order confirmation, etc.) do not constitute the making of a warranty. In case of doubt, only express written declarations on our part are relevant concerning the making of a warranty.
- Unless otherwise provided in the order confirmation or in the absence of another agreement, our prices apply “ex works,” including packaging. Our prices do not include applicable statutory value-added tax. Postage is charged separately.
- For initial orders, we accept only these payment methods: prepayment, PayPal and cash on delivery. From the second order on, we also accept payment on account.
- For orders received from and deliveries made outside of Germany, we charge statutory value-added tax. In the case of tax-free, intra-Community purchases, we must, as the taxpayer, charge the value-added tax if the confirmation of arrival or other proof recognized by the revenue authorities is provided. Doubts about whether the proof satisfies the statutory requirements are resolved against the purchaser.
- Unless otherwise provided in the order confirmation or in the absence of another agreement, the net purchase price (without deduction) is payable in advance.
- The ordering party is entitled to offset rights only if its counterclaims are legally established, undisputed or acknowledged by us. In addition, the ordering party is authorized to exercise a right of retention if a counterclaim is based on the same legal relationship.
- We guarantee timely provisioning of the delivery item only if we receive the delivery item or the supplier deliveries that are needed for this in a timely manner. We will, however, promptly inform the ordering party of the nonavailability or delayed availability of the delivery item or supplier deliveries.
- Adherence to our delivery obligation requires that the ordering party timely and properly fulfill its obligations. The defense of nonperformance of the contract remains reserved.
- If the ordering party should default in acceptance or breach other duties to cooperate, we are entitled to make a claim for loss we incur, including any additional expenditures. Further claims remain reserved.
- In case of a default in acceptance, if the ordering party fails to comply with a written demand for acceptance within a reasonable time, we are entitled to refuse to perform the contract and claim damages for nonperformance. In such case, we are entitled to claim as damages either twenty percent of the agreed gross purchase price (unless the ordering party proves less loss) or to demand compensation from the ordering party for loss actually incurred. The claim for payment of the purchase price remains unaffected by this.
- If the conditions of § 3.3 exist, the risk of the accidental destruction or deterioration of the purchased item passes to the ordering party at the time when such party is in default of acceptance or payment.
- Partial deliveries are permitted.
- If delivery is delayed by a strike, force majeure or other event (over which we have no influence) that impacts our capacity to deliver, the delivery date shall be postponed commensurately. In other respects, the contractual duties to perform remain unaffected.
- If we do not personally undertake shipment, all shipments occur at the risk of the ordering party, who is also responsible for insuring the goods. Risk passes at the time when we deliver the goods to the shipping agent or ordering party.
- Visible transport damage must be reported to the delivering shipping agent in writing immediately upon acceptance of the goods and hidden transport damage immediately upon discovery.
- When we do the shipping, we reserve the right to choose the route and method.
- We provide warranties only within the scope of individual agreements.
- The duty to inspect and notify of defects pursuant to § 377 of the German Commercial Code (HGB) also applies when the customer is the ordering party in terms of § 14 of the German Civil Code (BGB) and places the order in the exercise of a trade-related or self-employed activity.
- The statutory warranty period for new goods is limited to one year, with the exception of damages claims under § 7 of these general terms.
- If we are responsible for a defect in the purchased item, we may—in deviation from § 439 (1) BGB—choose to repair or replace the item. Expenditures needed for the purpose of cure shall be borne by the ordering party if they increase because the delivery item is brought to a location other than the establishment of the ordering party, unless the delivery to that location is consistent with the item’s intended use.
- If a repair or replacement should fail twice, the ordering party is entitled, at its option, to rescind the contract or to demand a corresponding decrease in the purchase price (reduction). Further claims of the ordering party are excluded. This expressly applies to damages claims of the ordering party. 5.6 If the ordering party asserts rights arising under the recourse provisions of §§ 478 and 479 BGB, we exclude liability for damages to the extent permitted by law.
- Our liability is unlimited in accordance with the statutory provisions for injuries to life, limb and health based on a negligent or intentional breach of duty by us, our legal representatives or our agents and for injuries which are included in liability under the product liability act. For injuries not covered by the first sentence which are based on intentional or grossly negligent breaches of contract or fraud by us, our legal representatives or our agents, our liability follows the statutory provisions. In such case, however, if we, our legal representatives or agents have not acted intentionally, our liability for damages is limited to foreseeable loss typical of contract. To the extent we have warranted qualities of the goods, or parts thereof, we shall also be liable within the scope of such warranty. For losses based on the absence of the warranted quality which do not affect the goods directly, we shall be liable, however, only if the risk of such a loss is clearly included in the warranty of quality.
- We shall also be liable for losses occasioned through ordinary negligence if the negligence involves a breach of contractual duties which are, from the objectified perspective of the purchaser, relevant to the performance of major contractual obligations, and their disregard more than insignificantly impairs their successful performance. However, we shall only be liable to the extent the losses are typically associated with the contract and are foreseeable.
- Further liability is excluded, regardless of the legal nature of the claim asserted; this expressly also applies to tort claims or claims for the reimbursement of expenditures made in vain in lieu of a demand for performance.
- To the extent our liability is excluded or limited, this is also true for the personal liability of our employees, workers, staff, representatives and agents.
We are entitled to rescind the contract at any time without prior warning if the financial circumstances of the ordering party have materially deteriorated and have, as a result, jeopardized the performance of the ordering party’s obligation. These conditions are deemed to have been satisfied if, for example, the ordering party has suspended payment, is subjected to enforcement measures that are based on claims for payment, drafts and checks have been protested, or insolvency proceedings over the assets of the ordering party have been applied for or instituted. The rights also exist if such conditions already existed, but were not known to us, at contract formation.
- We reserve ownership of the purchased item until all payments arising from the business relationship have been received.
- The ordering party is obligated to treat the purchased item with care. The ordering party is expressly obligated to adequately insure the item at replacement cost against losses from fire, water and theft at the ordering party’s own expense.
- In the event of executions and other interventions, the ordering party shall immediately notify us in writing so that we are able to take legal action pursuant to § 771 of the German Code of Civil Procedure (ZPO). If the third party is capable of reimbursing us for the judicial and extrajudicial costs of a complaint pursuant to § 771 ZPO, the ordering party shall be liable to us for the financial loss incurred.
- The ordering party is entitled to resell the purchased item in the ordinary course of business; however, it forthwith assigns to us all claims in the final invoice amount of our claim (including value-added tax) which it accrues against its purchaser or third parties arising from the resale, regardless whether the purchased item has been resold without or following processing. The ordering party remains empowered to collect this claim even after the assignment. Our power to collect the claim ourselves remains unaffected by this. However, we undertake to refrain from collecting this claim as long as the ordering party fulfills its payment obligations arising from the proceeds received from the resale, is not in default of payment and, in particular, no application has been made for the institution of insolvency proceedings or payment has been suspended. However, if this is the case, we may demand that the ordering party advise us of the assigned claims of debtors, furnish all particulars needed for collection, hand over the associated documents and inform the debtors (third parties) of the assignment.
- The processing or transformation of the purchased item by the ordering party is always performed for us. If the purchased item is processed with other articles which do not belong to us, we acquire joint ownership of the new object in the ratio which the value of the purchased item (final invoice amount including value-added tax) bears to the other processed articles at the time of processing. Apart from that, the same applies to the object resulting from the processing, as applies to purchased items that are delivered subject to retention of ownership.
- As security for our claims against the ordering party, the ordering party also assigns to us the claims which accrue against a third party through the combination of the purchased item with real estate.
Contractual relationships to which these terms of sale and delivery apply are subject to the law of the Federal Republic of Germany, with the exception of the provisions of the UN Convention on Contracts for the International Sale of Goods.
- If the ordering party is a merchant, a legal entity under public law or a special fund under public law, the judicial venue for all disputes arising from the contractual relationship shall be in the locale of our registered office. We are, however, entitled to bring an action against the ordering party at the judicial venue of its domicile or registered office.
- If the customer is a merchant or legal entity and nothing to the contrary is provided in the order confirmation, our registered office is the place of performance for all disputes arising under this agreement.
Version: January 19, 2017