General Terms and Conditions (GTC)
1. Subject Matter of the Contract
1.1
These General Terms and Conditions (GTC) govern the relationship between FD Mopro GmbH (hereinafter referred to as the "Supplier" or "we") and the entrepreneur (hereinafter referred to as the "Buyer") regarding the sale of milk and cheese products.
Entrepreneurs, as per these terms, refer to natural or legal persons or legal entities capable of entering into business relationships, acting in the course of commercial or independent professional activities.
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1.2
Our General Terms and Conditions apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Buyer become a part of the contract only if we have expressly agreed to their validity in writing.
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2. Conclusion of Contract
2.1
The Supplier's offers are non-binding. We retain ownership and copyright to all documents provided to the Buyer in connection with the order.
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2.2
By placing an order, the customer binds themselves to the intention of acquiring the ordered goods. A contract is only concluded when the Supplier confirms the customer's order in writing or by delivering the products. The contract is conditional on the timely and proper delivery by our suppliers. This applies only if the non-delivery is not our fault, especially if a congruent covering transaction has been concluded with our supplier. Our invoice serves as an order confirmation. The execution of the transaction by the seller is equivalent to written order confirmation.
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3. Prices and Payment Conditions
3.1
The prices for the products are based on the current price list of the Supplier. All prices are exclusive of statutory value-added tax.
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3.2
Payment is to be made according to the conditions specified in the Supplier's offer or invoice. Unless otherwise agreed, the purchase price is due and payable within fourteen days from the date of invoicing and delivery or acceptance of the goods. Deduction of cash discount is only permissible with a special written agreement. The customer bears the costs of the payment transaction. However, we are at any time entitled, even within an ongoing business relationship, to carry out a delivery only against prepayment.
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3.3
The Buyer is only entitled to retain or set off to the extent that its counterclaims are undisputed or have been legally established.
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3.4
The Buyer is in default if the above payment period expires. During the default, the purchase price is to be charged with interest at the respective applicable statutory default interest rate according to § 288 Paragraph 2 BGB, at a rate of eight percentage points above the respective base interest rate. We reserve the right to claim further damages for default.
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3.5
If, after the conclusion of the contract, it becomes apparent that our claim for payment of the purchase price is jeopardized due to the buyer's lack of performance, we are entitled to refuse performance and, if necessary after setting a deadline, to withdraw from the contract in accordance with the statutory provisions (§ 321 BGB). The statutory provisions on the dispensability of setting a deadline remain unaffected.
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4. Delivery Time and Delay in Delivery
4.1
The delivery time is individually agreed upon or indicated by us upon acceptance of the order. If this is not the case, the delivery time is approximately 2 weeks from the conclusion of the contract. Delivery may be made in partial shipments. The customer is obliged to check the delivery immediately upon receipt and to report any defects to the Supplier in writing within one day.
Complaints about differences between the delivered quantities and those stated on the transport documents or obvious transport damage to the goods will only be considered if the buyer certifies the complaint upon receipt of the goods.
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4.2
If the seller is in delay with delivery and a grace period set by the buyer has elapsed unused, the buyer has the right to withdraw from the contract if the delivery has not yet taken place. Events of force majeure entitle the seller to postpone the delivery for the duration of the hindrance and a reasonable lead time.
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4.3
Claims for damages due to delay and claims for compensation in case of non-delivery are excluded unless the delay is due to intent or gross negligence on the part of the seller. Force majeure includes all circumstances that make delivery significantly more difficult or impossible, regardless of whether they occur within or outside the company. If the performance of the contract becomes unreasonable for one of the parties, it can withdraw in whole or in part from the contract, with written notice being required.
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4.4
In the case of contractually agreed delivery periods that cannot be adhered to due to reasons beyond the seller's control, the buyer will be promptly informed about the circumstances. At the same time, the estimated or new delivery period will be communicated. In the case of continued unavailability of the service, the seller may partially or completely withdraw from the contract and reimburse the buyer for any consideration already provided. Unavailability may be caused, for example, by delayed self-supply, congruent covering transactions, disruptions in the supply chain (e.g., force majeure), or a lack of procurement obligation in individual cases.
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5. Packaging
Packaging materials will not be taken back unless otherwise agreed in writing. In the case of special packaging, any additional costs are borne by the buyer.
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6. Retention of Title
6.1
The delivered products remain the property of the supplier until full payment of all claims from the business relationship.
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6.2
Until full payment of the secured claims has been made, the goods subject to retention of title may not be pledged or transferred as security to third parties. The buyer is obliged to handle the goods with care. In the event that an application for the opening of insolvency proceedings is filed or insofar as third-party access (e.g., seizures) to the goods owned by us occurs, the buyer must notify us in writing immediately.
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6.3
In the event of a contractual breach by the buyer, especially in case of non-payment of the due purchase price, we are entitled to withdraw from the contract in accordance with statutory provisions and/or demand the return of the goods based on retention of title.
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6.4
Until revoked, the buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. The buyer hereby assigns to us any claims against the purchaser arising from the resale of the goods up to the agreed invoice amount (including value-added tax). The buyer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the buyer meets its payment obligations from the proceeds received, is not in default of payment, and, in particular, no application for the opening of insolvency proceedings has been filed or payment has been suspended.
If the goods subject to retention of title are processed or mixed with objects or items not belonging to us, we acquire co-ownership of the resulting new item in proportion to the value of our delivered goods compared to the other processed items.
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6.5
In the event that the realizable value of the collateral exceeds our claims by more than 20%, we will release the collateral at the buyer's request.
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7. Warranty and Liability
7.1
We warrant that the delivered products are free from defects. The buyer is obliged to report obvious defects in writing immediately upon receipt. Claims for defects by the buyer exist only to the extent that the buyer has fulfilled its statutory inspection and complaint obligations (§§ 377, 381 HGB).
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7.2
Our liability is limited to intent and gross negligence. The supplier is not liable for lost profits, indirect damages, or consequential damages.
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7.3
For the buyer's rights in the case of defects and legal defects, the statutory provisions apply unless otherwise specified below. This is without prejudice to the statutory provisions on consumer goods purchases (§§ 474 ff. BGB) and the buyer's rights under separately issued warranties, especially from the manufacturer.
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7.4
The basis of our warranty in the context of liability for defects is generally the agreement with buyers regarding the nature and intended use of the goods. A quality agreement includes all product descriptions and manufacturer information that are part of the individual contract. In principle, the manufacturer's product description is agreed upon as the quality of the goods. Public statements, promotions, or advertising by the manufacturer do not constitute a contractual quality specification of the goods.
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7.5
We are not liable for defects that the buyer is aware of at the conclusion of the contract according to § 442 BGB or that the buyer negligently fails to recognize.
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7.6
If the delivered goods are defective, we, as the seller, have the right to choose whether to remedy the defect (subsequent performance) or to deliver defect-free goods (replacement).
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7.7
For the rectification of defects, the buyer must provide us with the necessary time and opportunity. In particular, the buyer must hand over the goods for which a defect has been claimed for examination purposes.
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7.8
We will reimburse the expenses necessary for testing and rectification (transport, labor, and material costs) in case of a defect according to the statutory provisions and these General Terms and Conditions.
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7.9
The buyer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions if a deadline set by the buyer for subsequent performance has expired unsuccessfully or is dispensable according to the statutory provisions.
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8. Statute of Limitations
The above limitation periods of the sales law also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods unless the application of the regular statutory limitation according to §§ 195, 199 BGB would lead to a shorter limitation period in individual cases. Claims for damages by the buyer and those under the Product Liability Act expire exclusively according to the statutory limitation periods.
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9. Foreign Deliveries
For contracts with foreign buyers, exclusively German law applies.
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10. Data Protection
The Supplier undertakes to comply with applicable data protection regulations. The Supplier's data protection policies are available on the website.
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11. Final Provisions
11.1
The law of the Federal Republic of Germany applies. The place of jurisdiction for all disputes arising out of or in connection with this contract is Cologne.
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11.2
Changes or additions to these GTC require written form.
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12. Severability Clause
Should one or more provisions of these terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions. The parties agree that the ineffective provision will be replaced by an agreement that corresponds to the content and purpose of the ineffective terms and conditions.