1. validity of the conditions
These General Terms and Conditions apply exclusively to legal transactions that we enter into with entrepreneurs, i.e. with such natural or legal persons or partnerships with legal capacity.
2. offer and conclusion of contract
All offers are subject to change. Delivery promises are subject to the reservation of our own supply. Orders and contracts are only binding for us if they are confirmed by us in writing or we comply with them by sending the goods.
The prices stated in our price lists and offers are net prices. Value added tax and other compulsory charges are added to these prices and are shown separately on the invoice at the statutory rate on the day of invoicing.
We make every effort to meet agreed delivery times. Events that make delivery difficult or impossible, especially if the cause could not be influenced by us, release us from the contract and exclude claims for damages. Unless otherwise specified, we deliver ex ramp.
5. defects and warranty
Differences in weight and quantity of up to 5 % of the order quantity shall be deemed customary in the trade and shall not constitute a defect. Obvious defects must be reported on the delivery bill and immediately by telephone or e-mail. The recipient must ensure that the goods are stored in accordance with food hygiene regulations. Warranty claims are excluded if the goods complained about have already been processed or consumed or have been stored improperly. The warranty period ends one year after delivery of the goods. Statements made by third-party manufacturers on finished packaging regarding the minimum durability of the goods do not lead to an extension of the warranty period applicable to us.
6. place of performance and transfer of risk
The place of performance is Hamburg, regardless of the destination of the delivery. The risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon their handover to the customer or the carrier.
All invoices are to be settled cashlessly by the customer within 10 days after delivery date by bank transfer without any deductions. Offsetting against counterclaims of the customer is not permitted, unless these counterclaims are due and undisputed or legally binding. In case of delayed payment, we charge interest on arrears 2% above our refinancing costs. We will charge back any special discounts and conditions that were granted in expectation of prompt payment.
8. retention of title
8.1 All deliveries and services are subject to retention of title. Ownership shall not pass to the customer until he has fulfilled all his liabilities due at the time of payment, which have arisen from or in connection with supply, work and/or financing contracts, towards us. In the case of a current account, the retained title shall be deemed security for our balance claim.
8.2 In the event that the goods delivered under retention of title are combined or mixed with an item belonging to the customer or a third party, we shall acquire pro rata co-ownership of the new item in place of the customer, in the ratio of the purchase price of the goods delivered by us to the value of the new item.
8.3 In the event that the goods delivered under retention of title are processed or converted, we shall be manufacturers within the meaning of the law, but excluding the assumption of any manufacturer’s obligations. We shall be entitled to the proportional co-ownership of the new item in the ratio of the purchase price of the processed or treated item to the value of the new item.
8.4 The customer is authorized to resell the goods delivered under reservation of title in the ordinary course of business. He hereby assigns to us in advance the first-ranking part of his claims from authorized and unauthorized resale, which corresponds to the invoice price (including VAT) of the goods delivered by us. Names and addresses of the buyers as well as the amount of the respective claim are to be communicated to us upon first request. The customer is authorized to collect the claims assigned to us as long as he duly meets his payment obligations to us and we do not revoke this authorization for any other reason. We accept the advance assignments regulated in this provision.
8.5 The customer shall store the goods delivered under reservation of title or the new item created by combining, mixing, treating or processing them separately from other items until they are properly utilized. He shall bear all costs and expenses necessary for the maintenance during this time and shall be liable to us for any deterioration. The goods must be adequately insured against damage, loss and destruction. Upon request, written proof of this must be provided to us.
8.6 Any pledging or transfer of ownership by way of security of the purchased goods or the new item created is not permitted. The customer shall notify us immediately of any pledges or other impairments of our property by third parties and shall use suitable means to ward off such impairments.
8.7 If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to withdraw from the contract and take back the goods delivered.
8.8 We undertake to release the securities ordered to secure our claims at the customer’s request to the extent that the value of these securities realizable under normal circumstances exceeds the claims to be secured by 20% or more. We shall have the right to select the securities to be released.
9. transfer of ownership in case of drop shipments
9.1 In the case of so-called drop shipment transactions, i.e. transactions in which we assume the financing of a transaction directly concluded between the customer and a third supplier, the customer hereby assigns to us his claim to the procurement of ownership against the supplier. We hereby accept this assignment. In our relationship with the customer, the aforementioned retention of title clause shall then apply.
9.2 If requested by us, the customer is obliged to agree to a contractual provision whereby we enter into a contract with a third party supplier on the supplier’s side.
10. Product Use
The customer is obliged to observe processing, declaration and storage instructions. He must also inform himself about existing regional processing and hygiene regulations and observe them. In any case, the customer must ensure that the delivered goods are in perfect condition prior to processing. The customer is only entitled to use the brand: Steinmetz and the known advertising statements, including the word and image marks, with special written consent. In the event of a restriction or termination of the business relationship from the point of view of the approval, the user authorization ends automatically without the need for termination. The brands and advertising statements, advertising media and packaging used must then be disposed of immediately or removed accordingly without a use-by period. The customer is responsible for any legal consequences arising from non-compliance.
11. Limitation of Liability
In the event of a slightly negligent breach of insignificant contractual obligations, we are not liable. In the event of a slightly negligent breach of essential contractual obligations, the customer’s possible claim to compensation for the foreseeable, contract-typical damage is limited.
12. Place of jurisdiction
The exclusive place of jurisdiction in the case of business deals with business people or legal entities under public law is Hamburg.
13. Other agreements
Customers in other European countries must state their Euro identification number when placing the order. Damage that we incur as a result of non-compliance with the statutory provisions on euro sales tax must be reimbursed to us by the customer concerned.
Status: Sept. 2020
Stefan Steinmetz GmbH & Co. KG