General terms and conditions
GENERAL CONDITIONS OF SALE, DELIVERY AND PAYMENT
§1Validity of these General Terms and Conditions, order and content of the contract
1. The present and future business relationships between us and the customerregarding the purchase and procurement of the goods offered by us are governed solely by our General Conditions of Sale, Delivery and Payment (hereinafter "General Terms and Conditions" or "GTC"), below, unless otherwise agreed in writing in individual cases.
2. Deviating declarations and terms and conditions of the customer do not bind us, evenif we do not contradict them at the point of conclusion of the contract. They are only binding if they are accepted by us in writing.
3. All our product offers are non-binding in the sense that these are notbinding offers to conclude a corresponding purchase contract. By placing an order, the customer offers to conclude a contract for the purchase of the ordered goods. Such an offer shall only be deemed accepted if we have confirmed the acceptance in writing or if the order is executed by us. We are free to refuse orders. In that case, the customer will be informed accordingly. Any side agreements and all other additional arrangements shall be effective only if expressly confirmed by us in writing.
4. All weights and measures in the context of our product range as well as allcolour specifications published there do not represent guaranteed characteristics of the product in question, but are subject to errors in this regard and to interim changes. The images of the goods may differ in terms of photographic and printing technology.
Insignificant deviations of the delivered goods from such information in the context of the product offer in this respect therefore represent no defect. Only samples of goods are binding for the characteristics of the goods concerned. An assurance or guarantee of certain characteristics of offered goods is to be accepted only if such a one is expressly declared by us.
5. Our product range is aimed exclusively at dealers and other entrepreneurs.The prerequisite and basis for the commencement of a contractual relationship is the specification of its "master data" by the customer by filling out our customer data sheet, provided for this purpose, completely and sending it to us. This applies in particular to the information requested on the owner and tax number. Changes to the customer master data must be reported to us immediately by resending the customer data sheet. Costs and other disadvantages arising from incorrect, incomplete, obsolete or illegible customer data are the responsibility of the customer. In the event of a change of ownership not reported to the customer, contrary to duty, the old owner and the buyer are jointly and severally liable for those claims that arise for us as a result of an order that has been submitted on the basis of outdated customer master data.
6. In order to guarantee a minimum delivery time, orders sent to us areimmediately booked and processed in our logistics system. This only does not apply if an order, in an individual case, is not accepted by us. Accordingly, changes to an order after its receipt and acceptance are not possible, subject to special agreements in individual cases. Furthermore, extensions of orders that have already been submitted and accepted will be recorded by us as new orders and are thus subject again to the delivery limits and other order conditions. If the customer has no legal right to withdraw from a submitted order or to withdraw from a contract concluded as a result of his order, he may "cancel" a transmitted order for a flat fee of € 20.00, insofar as the order goods have not left yet our warehouse.
§2 Delivery
1. Deliverable items are usually shipped at the latest on the next working days following the order. The package runtime in Germany is on average one to two working days.
2. All cases of force majeure, as well as all cases of mobilisation, war, riots, strikes, lockouts,operational disruptions for which we are not to blame, limitations on deliverability and lack of raw materials and supplies, official measures, etc., for whose effect on our ability to fulfil our contractual obligations we are not responsible, entitle us to postpone deliveries for the duration of the hindrance to performance caused thereby and to a reasonable start-up time after elimination of the hindrance. If the execution of the contract becomes unreasonable for one of the parties as a result of these events, then it can withdraw from the contract to that extent.
3. The same applies if our suppliers do not deliver on time, properly or completely, as long as we are not responsible for this. This also applies if, for other unforeseen reasons, our stock is insufficient to make the delivery on time, unless we or our employees are guilty of intent or gross negligence.
4. Partial deliveries are permitted by us, as far as this is reasonable for the customer. They areinvoiced separately and have to be paid separately. Partial deliveries below a value of € 50.00 are generally not possible.
5. The availability oftemperature-sensitive goods, which is especially true forchocolate products, is subject to restrictions in the summer months due to their limited storage and transportability during this time. The delivery of temperature-sensitive goods may also require in the summer months increased packaging and transport costs, which may be associated with correspondingly higher processing and shipping costs. As far as an order of the customer is affected, he will accordingly be informed immediately by us.
6. On request, we provide product-specific allergy information.
7. Customers who resell our products to third parties resident abroad must inany case ensure that the products, when crossing the border, are labelled in the local language and in accordance with the respective applicable legal and official regulations. In case of a breach of this rule, we may cease the sale to the relevant customer. In this case, the customer concerned is also obliged to reimburse all damages and necessary costs incurred by us or a partner company supplied directly by us as a result of goods incorrectly and/or insufficiently labelled and placed on the market by the customer.
8. The resale of our goods by way of online distribution requiresa corresponding separate distribution agreement for the purpose of quality assurance.
§3 Prices and conditions
1. Only the prices of our price list valid at the time apply. Whena catalogue is published, all previous catalogs, price lists and offers are invalid. We reserve the right to make intermediate price changes. The current prices are always visible via logging in to the online shop.
2. We usually inform our customers about changes to our product range, including – but notlimited to – prices, conditions and packaging forms, by email with effect for the future. Our online shop offers at any time the opportunity to find out about the current range and the respective valid conditions.
3. AllAll prices are net prices quoted in euros and are exclusive ofstatutory sales tax. The prices stated in the catalogue per packaging unit (PU prices) are only valid for the acceptance of whole and unmixed packaging units.
4. From a net order value of € 330 per order, we grant an invoicediscount of 2%; from a net order value of € 660, 6%; from € 1,000, 10%; and from a net order value of € 2000 per order, we grant a discount of 12% on the prices indicated in the current general price list. Promotional and special discounts cannot be combined with other discounts.
5. Electronic invoices will be sent free of charge. If the customer requests apaper invoice, a processing and shipping fee of € 3.50 per invoice will be charged for this service. A copy of the invoice will be created and shipped for a fee of € 15, and each additional copy for € 5. For a change to an invoice, we charge a flat-rate processing fee of € 15.
§ 4 Payment term
1. Our invoices are to be payed, always with additional statutory VAT, by direct debitwithin seven (7) days from the date of the invoice with a 1.5% discount. The invoice date is in principle the business day following the dispatch of the goods. For not honoured direct debits, we charge a flat-rate processing fee of € 15 net; furthermore, we reserve the right in this case to suspend deliveries to the customer until full payment and not accept further orders of the customer concerned. A delivery on account or against payment in advance can be arranged individually. For payments by credit card, we charge a fee of 1% of the gross invoice amount. In the case of first-time orders, deliveries of technical equipment or deliveries abroad, we reserve the right to deliver only against payment in advance.
2.The customer becomes in arrears with the payment of an invoice amount, in accordance with § 286 para. 3 BGB, at thelatest if he does not pay it within 30 days of the due date of the corresponding invoice. If the customer does not make any payment within 40 days of the due date following a corresponding claim from us, we will automatically request the issuing of a default summons court order. For this, a processing fee of € 50 net will be charged. Beyond that, compensation or reimbursement claims in this context remain unaffected.
3. If the customer is in arrears with a payment, he shall, from the due date, have to pay interest at therate of four percentage points above the discount rate of the European Central Bank plus VAT. We reserve the right to claim further damages caused by delay. Deductions from invoice amounts that were not arranged shall be deemed as payments not made on time. If the customer is in arrears with the acceptance of goods or payment, then, in addition, upon the occurrence of the default, all our outstanding claims against the customer at that time become due for immediate payment. In addition, without prejudice to further rights and claims, we are entitled to refuse further deliveries to the customer until all claims against the customer have been settled in full, without any rights whatsoever arising from this for the customer.
§5 Shipment
1a. Delivery within Germany is free to the address specified by the customer from a delivery value of €500 (€300 when using the online store). For orders with a delivery value of less than this, €9.95 up to €250 (€150 when using the online store) and €4.95 from €250 (€150 when using the online store) processing and shipping costs will be charged.
1b. Deliveries to other European Union countries are subject to country-specificprocessing and shipping costs per parcel.
1c. Other export deliveries, i.e. those to third countries, are subject to specialagreements in individual cases. This includes in particular (but not exclusively) chargeable additional services such as the creation and certification of documents, the sending of documents by parcel service and the fulfilment of individual packaging or marking requests.
2. The choice of the shipping route is incumbent on us, insofar as the conditions include shippingor we have been commissioned with the shipping.
3. The additional costs incurred for the implementation of any special shipping and/orpackaging requests of the customer shall be borne in full by the customer. When ordering by cash on delivery, the customer pays for the goods and any applicable shipping costs upon handover. Per order, in addition to the value of the goods, there is a COD charge of € 15, which the courier levies locally.
4.The risk is transferred to the customer as soon as we have handed over the goods to the forwarding agent, thecarrier or the person or institution in our German distribution centre otherwise responsible for the execution of the delivery.
5. Should the parcel service providers or forwarding agents charge us additional costs for reasons for which the customer isresponsible, these will be charged to the customer. These include in particular – but not exclusively – surcharges for special deliveries, waiting times or for refusal of receipt, with reference to an alternative delivery time.
6. Frozen goods are subject to separate shipping conditions; the above shippingconditions and, in particular, costs are not applicable to such goods. The terms and conditions for shipping and the costs incurred will be communicated to the customer upon request; If the customer does not ask for this information in advance, he will be informed of this by us after receiving his order of frozen goods.
§6 Retention of title
1. The delivered goods remain our property until complete fulfilment of all claims arising from thebusiness relationship with the customer. With current accounts, the retained title provides security for our balance claim.
2. The customer may sell the reserved goods in the ordinary course of business at hisnormal terms and conditions, and as long as he is not in default with his obligations to us. All claims arising from the resale, including any collateral, the customer hereby assigns to us, for the amount of our purchase price claim. In the event that the reserved goods are sold together with other goods not in our ownership (/ownership by way of security), the assignment of the claim from the resale shall apply to the amount of the value of the reserved goods.
3. The customer is entitled to collect claims from the resale of reserved goods. At our request, he is obliged to inform his customers of the assignment in our favour and to provide us with the information and documents required for the collection. In addition, we are also entitled to disclose the assignment to our customers at the expense of the customer. If the customer defaults on payment obligations arising from the business relationship with us, we are entitled to revoke the authorisation to make the collection at any time. The assertion of the retention of title shall only be deemed to be a withdrawal from the contract if we expressly declare this.
4. Pledging or chattel-mortgaging of reserved goods to third parties is excluded.In the case of seizure, the customer must explicitly point out our ownership rights and notify us immediately. Likewise, the customer has to inform us immediately if the reserved goods become damaged or lost.
5. The customer irrevocably authorises us toenter and visit his business premises and warehouses at any time during normal business hours upon prior notice, in order to be able to ascertain the goods in our ownership and their condition. If the customer does not fulfil his obligations arising from a contract with us and we withdraw from the contract as a result of this, we shall be entitled to take back reserved goods in the possession of the customer at any time.
6. If the value of the securities to which we are entitled exceeds our total claimsagainst the customer by more than 10%, we shall be obliged to release the securities of our choice to that extent at the request of the customer.
§7 Complaints, defects
1. In the case of delivery of identifiable defects, in particular in the form of damage to the goodsor incorrect delivery, these are to be noted upon receipt of the goods on the delivery/forwarder receipt and notified to us immediately in writing. In all other respects, § 377 HGB applies.
2. For each notice of a defect, we have the right to inspect and check therejected goods in their unchanged condition.
3. Defects of a part of the delivery do not entitle the customer to complain about thewhole delivery.
4. Quality impairments that have arisen as aresult of improper storage or treatment by the customer cannot be claimed as hidden defects.
5. Defective goods we take back and we provide a replacement delivery. If a replacement deliveryfails or if it is not possible within a reasonable period of time, the customer may, at its discretion, demand a reduction of the remuneration or cancellation of the contract and demand compensation in accordance with the provisions of § 9 of these GTC.
6. The customer is not entitled, with reference to alleged defects of the goods,to refuse payment of the invoice amount by the agreed payment date, unless the complaint is legally established, due for a decision or undisputed.
7. Each delivery of goods travels at the expense and risk of the customer. Returned goodswill only be accepted if this has been agreed in advance or the customer is obliged to do so and the shipment has been cleared. Return shipments must only be made in coordination with us. These must be made stating any issued complaint number and using a package sticker provided by us.
8. We will not accept complaints for mere not liking. If in doubt,additional images or registered designs may be provided of each product.
9. Warranty claims of the customer due to a defect become time-barred within oneyear of delivery of the goods in question. For damage claims of the customer due to a defect, this shall not apply if we have acted with gross culpability or had knowledge of the defect at delivery or in the case of injury to life, limb or health as a result of such defect.
§8 Disposal
Ifbi GmbH has concluded a contract pursuant to Annex I (to §6) no. 3 (2) of the Packaging Ordinance (VerpackV) in the version of 21st August 1998 (BGBI. I p. 2379), last amended by Article 5 (19) of the law of 24th February 2012 (BGBl. I p. 212), for the participation of their entire sales packaging with Noventiz GmbH.
§9 Liability
1. Insofar as the preceding clauses contain no special provisions, we shall only be liablefor damages due to intent and gross negligence, resulting from injury to life, limb or health as well as for those resulting from a violation of mandatory provisions of the Product Liability Act or the violation of essential contractual obligations. Essential contractual obligations are those whose fulfilment makes the due performance of the contract possible in the first place, and on whose compliance the customer regularly relies and might be expected to rely.
2. This limitation of liability applies equally to our employees, official bodiesand vicarious agents. We are not liable for the behaviour of a vicarious agent, if this is the customer.
3. In cases of breach of essential contractual obligations as well as grossly negligentbreaches of duty by simple, non-executive vicarious agents, our liability shall be limited in amount to the amount of the foreseeable damage, the occurrence of which must typically be expected in such cases.
§ 10 Data protection
1. We store and process personal data of customers for the purpose of carrying outbusiness activities, for the purpose of informing our customers and for the purpose of proper bookkeeping. The storage takes place on data carriers in our facilities and on data media with external service providers who observe the relevant data protection regulations. Customers may at any time request in writing the erasure of their personal information.
2. When people visit our website www.if-bi.com, we also collect data and usecookies where appropriate to improve the convenience of our websites and to avoid redundant presentations and information for visitors. We follow the guidelines of the legislator with regard to data protection.
3. We store the data of interested parties who come into direct contact with us at trade fairs or indirectly viameans of communication (including but not limited to: email, telephone, mail, fax) in the interest of obtaining information or initiating business. Interested parties may at any time request in writing the erasure of their personal information.
4. By registering or ordering in the online shop, the customer agrees toreceive automated emails for the purposes of status verification, transaction confirmation, logistics information and transaction follow-up. In particular, these emails also serve to protect against misuse by, and avoid the dispatch of goods to, unauthorised third parties at the expense of the customer.
§ 11 Final provisions
1. The illustrations in all publications of ifbi GmbH are protected by copyright. Any use - of whatever nature - without written consent is not permitted.
2. The place of fulfilment for all liabilities resulting from this contract is Berlin.
3. The place of jurisdiction for all disputes arising from the relationship between us and the customer - also for actions on bills and regarding cheques - is Berlin, if the customer is a merchant or has no general place of jurisdiction domestically. The same applies if the customer relocates his domicile or habitual residence abroad after the conclusion of the contract or if his domicile or habitual residence is not known at the time the legal action is brought.
4. The relations between us and the customer are exclusively subject toGerman law. The uniform laws on the international purchase of movable property and on the conclusion of purchase contracts are not applied, nor is UN sales law.
5. If these GTC contain provisions that violate applicable law or otherrelevant provisions, all other provisions remain in force regardless of this and remain the basis of the business relationship.