Terms and Conditions - Sale
Deutsche Vilomix Tierernährung GmbH
(1) The present terms and conditions of sale shall exclusively be decisive for all contracts, quotations and other services aimed at sales and supplies by Deutsche Vilomix Tierernährung GmbH (hereinafter referred to as Vendor). They are here and now agreed for all future contractual relationships. Contradictory, deviating or supplementary terms and conditions of Purchaser shall not be acknowledged by Vendor and shall not be binding for Vendor, even if Vendor does not expressly challenge them, unless Vendor has expressly acknowledged the other terms and conditions in writing in the individual case.
(2) The general terms and conditions of sale of Deutsche Vilomix Tierernährung GmbH (Vendor) can be inspected under: www.vilofoss.com/de.
2. Offers, conclusion of contract, contents of contracts
(1) Prices mentioned in offers from the salesperson are non-obligatory and non-binding, unless the salesperson expressly otherwise assures in writing a binding price/binding offer.
For offers that have a price validity covering several months, a contract only comes about if the buyer accepts the sales person’s offer in writing or by calling up the first delivery within 2 weeks from the beginning of the price validity.
(2) In any orders by Purchaser, the contract shall be deemed concluded when delivery has been performed or Vendor has confirmed acceptance of the order in writing. In the event of written confirmation of acceptance, the contents of the letter of confirmation shall be decisive for the contents of the contract to the extent that the recipient does not challenge them without delay.
(3) Other side-agreements or amendments before or at acceptance of the order shall require written confirmation by Vendor in order to be valid. Later side-agreements, amendments and assurances shall be recorded in writing.
3. Supply / acceptance / disturbances of service
(1) In cases of force majeure or other unforeseeable circumstances which are no fault of ours, e.g. import and export bans or comparable official interventions such as measures under epidemic law, blockades, industrial disputes, difficulties in energy supply, unfavourable weather conditions, epidemics, pandemics, warlike conflicts etc. - even if they occur with Vendor’s suppliers - the delivery period shall be extended by the duration of the prevention, ruling out claims to damages. Vendor can only invoke the aforementioned circumstances if it notifies Purchaser without delay. In the event of non-delivery by upstream suppliers for which Vendor is not answerable, it shall be totally or partly exempted from its duties to perform.
(2) Vendor shall be entitled to part performances to a reasonable extent. If delivery on call has been agreed, Purchaser shall call within a suitable period. Delivery dates or delivery periods, which can be agreed as binding or non-binding, shall be stated in writing.
(3) Quantities in orders for delivery agreements shall always be deemed approximate quantities for Vendor. Excess or short deliveries of up to 5% of the quantity concluded shall not entitle to complaints about the delivery.
(4) For the delivery quantity of loose goods to be settled, the weight shall be established on site by Vendor or its trade partner.
(5) Vendor shall choose the dispatch route and means of dispatch to the extent that Purchaser has not given specific instructions. In delivery to Purchaser, Vendor shall only bear freight costs valid at the time of the conclusion of the contract. Increases in freight costs occurring by the time of delivery shall be charged to Purchaser.
(6) Purchaser shall be obliged to immediate inspection of the products ordered. If it fails to fulfil its inspection duty, Vendor shall be entitled to store the goods at Purchaser’s expense and risk or to withdraw from the contract following granting of a suitable period of grace. Vendor shall be entitled to demand damages from Purchaser for damage originating as a result of Purchaser’s breach of the inspection duty. The rights pursuant to § 373 German Commercial Code shall remain unaffected.
(7) Vendor’s duty to supply shall be suspended as long as Purchaser is in arrears with due payments.
(1) Payment shall be made net cash following delivery and receipt of invoice if nothing to the contrary has been agreed. Payment shall only be deemed to have been made when Vendor can dispose of the amount without limitations.
(2) Vendor shall not be obliged to accept bills of exchange and unconfirmed or crossed cheques without express agreement. Bills and cheques shall be deemed as conditional payment until final payment. Acceptance of bills/cheques shall not mean a stay of Purchaser’s payment duties. Purchaser shall bear the discount charges and other costs.
(3) Vendor can demand immediate payment of all claims from the business relationship and place all claims from the business relationship due for payment immediately and/or make deliveries dependent on advance payment or provision of collateral if Purchaser falls into arrears of payment with a claim or substantiated doubts about Purchaser’s solvency have become known to Vendor or a considerable deterioration of Purchaser’s economic or income situation has occurred and Vendor has only obtained knowledge of this after the conclusion of the contract or a considerable jeopardy of Purchaser’s assets is demonstrably to be feared.
(4) All mutual claims originating from the business relationships shall be placed in a current account (§§ 355 et seqq. German Commercial Code). Assignment of these individual claims to be balanced shall be ruled out without Vendor’s consent.
(5) Purchaser can only offset or exercise a right of rejection of service according to §§ 273, 372 German Civil Code or §§ 369 – 372 German Commercial Code with claims which are undisputed, legally effective or ready for a decision.
5. Notification of defects / warranty from defects
(1) Notification of defects on account of obviously defective or obviously deviating properties of the goods or on account of delivery of goods obviously other than those ordered can only be claimed without delay, albeit no later than one week after receipt of the goods. Following delivery, Purchaser shall be obliged to proper examination of the goods without delay. For contracting parties which are merchants, the duties of §§ 377, 378, German Commercial Code, shall apply to this extent.
(2) Outcomes of examinations shall only be acknowledged by Vendor if the examination in question has been held by a laboratory accredited for the parameter in question according to DIN EN ISO/ IEC 17025:2005 and the sample has been taken according to the provisions of the official sampling ordinance.
(3) Purchaser’s rights from defects shall be barred after one year. The period of barring shall commence upon delivery of the goods.
6. Retention of title
(1) The goods supplied shall remain Vendor’s property until complete payment - in cases of payment by bill or cheque until honouring - of the purchase price and all claims, including all and any balance claims which Vendor has or acquires in future against Purchaser from the business relationship.
(2) If Purchaser acquires general ownership by blending, mixture or processing, it here and now assigns co-ownership to Vendor according to the ratio of the value of the conditional commodities (invoice value) to the other goods at the time of blending, mixture or processing. In such a case, Purchaser shall keep the object in Vendor’s co-ownership, which shall likewise be deemed a conditional commodity in the sense of the following directives, free of charge for Vendor.
(3) Purchaser here and now assigns all claims from the resale of the conditional commodities or of the goods produced by blending, mixture or processing, including the current account balance claims accruing to it against its customers as well as all and any claims to damages against a loan insurance company, to secure all claims of Vendor from business dealings. If the goods are only in Vendor’s co-ownership or if they are sold by Purchaser together with other goods not belonging to Vendor for a single price, the assignment of the claim already undertaken herein shall only apply to the amount which Vendor has charged Purchaser for the part of the goods in question.
(4) Purchaser shall be authorised to collect the assigned claim. In cessation of payments, application for or opening of insolvency proceedings, judicial or extrajudicial composition proceedings or other economic deterioration of Purchaser, Vendor can revoke this right. In the event of Purchaser receiving bills or cheques from its customers for the resale, it hereby assigns the bill or cheque claims accruing to it against its customers to Vendor to the amount of the claims assigned to it from the sale by bills. Ownership of the bill and cheque deeds is hereby transferred from Purchaser to Vendor. Purchaser shall keep the deeds on Vendor’s behalf.
(5) If the value of the collateral existing in Vendor’s benefit exceeds the claims by more than 20% all told, Vendor shall be obliged to release claims at Vendor’s choice when so requested by Purchaser or a third party impaired by the excess securing of Vendor.
7. Dispute settlement procedure
We do not participate in a dispute settlement procedure at a consumer arbitration board.
(1) Vendor’s liability for breaches of the labelling duties according to Directives (EC) no. 1829/2003 and 1830/2003 has been ruled out, unless the breach is based on malice aforethought or negligence of Vendor or its vicarious agents. The exclusion of liability shall further not extend to damage from an injury to life, limb or health based on a deliberate or negligent breach of duties by Vendor or its vicarious agents.
(2) Claims to damages from contract or tort have been ruled out to the extent that the damage has not been caused by deliberate or negligent action by Vendor or its vicarious agents. The exclusion of liability shall further not extend to damage from an injury to life, limb or health based on a deliberate or negligent breach of duties by Vendor or its vicarious agents. The duty to indemnification shall be limited to the damage caused to the single object or the new object by the blending, mixing or processing.
9. Place of performance, place of jurisdiction and applicable law
(1) Place of jurisdiction and place of performance for all disputes and duties arising between the parties from the contractual relationship shall be the Court competent for Vendor’s registered office in 49434 Neuenkirchen-Vörden or Vencor’s registered office, as the case may be, to the extent that Purchaser is a fully-fledged merchant, public-law entity or public-law fund.
(2) The concluded contract shall be governed by German law and EU law.
(3) To the extent not determined to the contrary in the present general terms and conditions or by law, the rules produced by the International Chamber of Commerce in Paris for the interpretation of trade terms (Incoterms 2020) as amended at the time, shall apply as a supplement.
Effective: March 2020
Deutsche Vilomix Tierernährung GmbH
Bahnhofstr. 30 - 49434 Neuenkirchen-Vörden
Phone: +49 5493 / 9870 0 – firstname.lastname@example.org