General Terms and Conditions of Business
DIF Organveredelung Gerhard Küpers GmbH & Co. KG (limited partnership with a limited liability company as general partner)
1. General Terms and Conditions
- The following general terms and conditions of DIF Organveredelung Gerhard Küpers GmbH & Co. KG (hereinafter referred to as DIF) apply exclusively. The terms and conditions also apply to all future business relations, even if they are not specifically agreed again.
- Other General Terms and Conditions of the contractual partner shall not be subject to the contract, even if DIF does not expressly object to them.
- These General Terms and Conditions of Business only apply to entrepreneurs, legal entities of public law and special assets, subject to public law.
2. Offers, Prices, Terms of Payment
- All DIF offers are without obligation and non-binding, they are only requests for submissions of offers. The confirmation of orders from DIF, and also these General Terms and Conditions, are authoritative for the contents of the contract. We can accept offers from the customer within two weeks by either confirmation of order, supply of the goods or invoicing.
- Our prices quoted are exclusive of the Value-Added Tax applicable at the time of delivery, and are effective at despatch from the registered company office of DIF. The costs for packaging, transport and insurance are paid by the customer.
- All invoices are to be paid to DIF within 30 calendar days from the date of invoice.
- DIF is not obligated to accept cheques and bills of exchange. Should cheques or bills of exchange be accepted, the claim shall only be considered fulfilled upon discharge and irrevocable value.
- Should the terms of payment not be met, the customer is in arrears without receipt of a reminder. In accordance with clause 288 paragraph 2 of the German Civil Code, he is committed to make payment of interest on arrears.
- An entitlement for setting off payments against counterclaims is not permitted, unless the counterclaim is recognized by DIF or legally secured.
- Should it become clear after conclusion of the contract that DIF's claims are jeopardized as a result of a substantial loss of the customer's assets, DIF may refuse service (defence of insecurity). DIF is also authorised to make their service dependent on the situation of appropriate security.
3. Delivery and Passing of Risk
- Delivery is generally made from the registered company office of DIF. The risk of destruction of or damage to the contract items shall pass to the customer at the time at which DIF hands over the goods to the customer, forwarding agent or freight carrier, but at the latest upon leaving the premises. This also applies if, at the customer’s request, the delivery of the contract items is either made by a forwarding agent or by our own personnel. If the goods are ready for dispatch and the shipment or acceptance is delayed for reasons which are not the responsibility of DIF, the risk shall pass to the customer upon notification of readiness for dispatch. In the case of dispatch by own personnel, DIF is only liable for intent or gross negligence on the part of the personnel.
- Not only temporary delivery and service delays, due to force majeure and to incidents that hinder DIF to deliver or make delivery impossible, e.g. strike, lock-out, official instructions, lack of energy or raw material etc., even if they occur with our suppliers, we are not responsible for binding deadlines and due dates. DIF is entitled to postpone the delivery or service by the duration of the obstruction plus a reasonable extension of time, or to completely or partly withdraw from the contract due to the unfulfilled part. Claims for damages by the customer are excluded in this case. Should the delivery or service be delayed by more than two months, the purchaser shall be entitled to completely or partly withdraw from the contract to the exclusion of all other claims regarding the delay of the part not yet fulfilled.
- Specified delivery times begin with the posting of the confirmation of order, but not before receipt of all documents to be supplied by the purchaser.
- DIF is entitled to carry out partial deliveries.
4. Retention of Property
- DIF reserves the right to all properties of the deliveries (reserved property) until all claims deriving from the business relationship are settled. Insofar as the value of all security rights which DIF is entitled to exceed the amount of all secured claims by more than 20%, DIF shall, at the request of the customer, release a relevant part of the security rights.
- In the case of distraints, confiscations or other orders or interventions by third parties, the customer must notify DIF immediately in writing.
- In case of breach of duty by the customer, particularly in the event of a delay in payment, DIF shall be entitled to a withdrawal or redemption; the purchaser is committed to surrender the goods. The withdrawal or assertion of the reservation of title does not require the rescission of DIF; these actions or distraint of goods, subject to retention of title by DIF, shall not constitute a withdrawal from the contract unless DIF had explicitly stated this.
5. Notification of Defects, Warranty
- Deliveries of frozen goods are ex works, unless otherwise agreed. The declaration of the weight made by DIF at dispatch or delivery is relevant. Any loss of weight incurred during transport are to be borne by the purchaser.
- Claims for defects by the customer shall only exist if the customer has investigated the goods immediately after receipt, and promptly issued a report regarding obvious defects, including detailed descriptions of the appearance. Hidden defects which can not be detected on receipt must be reported immediately after their discovery in writing, including a detailed description of the appearance.
- In the event of a defect, DIF is committed to correct or re-supply all parts or services which are affected free of charge, as long as it has already existed at the time of the passing of risk.
- Claims for defects will expire within 12 months. The time limit begins with the handover of the goods.
- In case of complaints, payments by the customer may be withheld to an extent which is adequate to the defects incurred. The customer can only withhold payment if a complaint is made in writing, and which eligibility can not be doubted. Should the complaint be made wrongly, DIF shall be entitled to demand compensation for the expenses incurred by the purchaser.
- Initially, DIF shall be granted the opportunity to deliver a subsequent performance within a reasonable period.
- Should the subsequent performance fail, the customer may withdraw from the contract or reduce the pay, irrespective of any claims for damages. The customer can not demand compensation for wasted expenditures. If he wishes to withdraw from the contract, he shall declare this within a period of three weeks from the failure of the subsequent performance.
- Claims for defects do not exist in the event of minor deviations from the agreed condition or in case of insignificant impairment of usability.
6. Compensation, Liability
- In accordance with the legal requirements, DIF shall be fully liable for harm caused to life, body and health, which are based on negligent or deliberate breach of duty by us, our legal representatives or our agents, as well as for damages resulting from liability under the Product Liability Act. According to the legal requirements, we are liable for damages not covered in the first sentence, which are based on intentional or grossly negligent breach of contract, as well as fraudulent intent by us, our legal representatives or our agents. In this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage insofar as we, our legal representatives or agents, have not acted deliberately. However, to the extent in which we have issued a warranty of quality and / or durability with respect to the goods or parts thereof, we shall be liable only if the risk of such damage is evidently covered by the warranty of quality and / or durability.
7. Other regulations
- This is solely subject to the German law to the exclusion of the regulations of the EGBGB (Introductory Law to the Civil Code) and the CISG (United Nations Convention on Contracts for the International Sale of Goods). Court of jurisdiction is the registered company office of DIF. However, DIF reserves the right to sue at the customer's head office.
- Should individual regulations be completely or partly ineffective, this shall neither have an affect on the remaining regulations nor on the effectiveness of the contract.
- Agreements will become compulsory upon written confirmation by DIF only, in particular insofar as these conditions are altered. This particularly applies to the extent that these conditions and / or the written form clause are amended.
As of 10.08.2017