Our deliveries and services are made exclusively on the basis of these terms and conditions. We do not recognise divergent purchasing conditions. Deviating agreements require our written confirmation to become effective. Our terms and conditions apply even if we deliver unconditionally in the knowledge of conflicting or deviating conditions of the customer.
All offers are strictly non-binding and, unless otherwise stated, are per kilogram and duty paid, plus statutory value added tax ex works. All information about dimensions, weights or other performance data are only binding if and insofar as we expressly designate them in writing as binding. Our samples are non-binding inspection samples and represent only the general nature of a product, as there are always quality and taste deviations in natural products. Our product specifications are consistent with our current knowledge and experience. They are not a guarantee, but merely serve as information about our product.
The minimum order quantity is 50 kg. We reserve the right to round the order quantity up or down in order to deliver packaging units in stock.
Payments have to be made "net cash" within 8 days from date of invoice. Only counterclaims recognized in written form or which are legally established entitle the customer to offsetting or retention. If a customer does not comply with their payment obligations or if other circumstances give rise to doubts about their solvency, we are entitled - subject to further claims - to withdraw from the current contract and other contracts already concluded with the customer and to make future services dependent on an advance payment. If payment periods are exceeded, we will charge interest at the rate of 8% above the respective base interest rate of the European Central Bank. The assertion of further higher damages remains reserved.
5. Condition of the goods
Items marked "original" or OIR (original import raw material) are goods received from origin that are delivered without further processing. Since quality and taste deviations always occur with natural products, qualitative deviations of this product in form, colour and structure, as well as with regard to the amount of active ingredients contained in the product, do not constitute a defect unless the goods deviate from explicit written agreements with the customer in these circumstances or the fluctuations go well beyond the usual level.
In the case of force majeure, as well as improper or late self-delivery and other performance obstacles that are not our fault, we will postpone the delivery for the duration of the hindrance. The customer is not entitled to claims for damages on account of this. All deliveries are made inclusive of the required and necessary packaging. Disposal is either taken over by the buyer or the costs are added to the respective sales prices at the corresponding amount.
7. Inspection and defect notification obligation
Obvious defects must be reported to us in writing immediately, but no later than 3 days after arrival at the place of destination. The buyer must carefully inspect the goods or have them inspected immediately upon arrival at the place of destination, even if samples, specimens or certificates have been sent in advance. Any complaints must be reported to us in writing without delay, at the latest one week after arrival at the place of destination. Hidden defects that could not be identified by a timely and careful examination must be reported to us in writing without delay at the latest 3 days after they have become known. In the event of violation of the above inspection and defect notification obligation, the goods shall be deemed approved. The goods shall also be considered as approved if the buyer further processes or resells them, unless the defect was not discernible on due inspection.
8. Claims for damages
Claims for damages against us, for whatever legal reason, exist only in the following cases: a) culpable causation of death, injury or damage to health, b) grossly negligent or intentional causation of other damage, c) simply negligent breach of a material contractual obligation, in so far as one disclaimer would jeopardize the purpose of the contract. In the latter case, the liability is limited to typical contractual and foreseeable damages. The maximum amount of damage is limited to the amount of the invoice. Claims under the Product Liability Act remain unaffected by these provisions.
9. Extended retention of title
Until the receipt of all payments from the business relationship with the customer, we reserve ownership of the supplied goods. A processing or transformation of the goods takes place for us as a manufacturer, but without any obligation on our part. If our (co) ownership expires by combining or mixing, it is already agreed that the co-ownership of the new item or the mixed stock is entitled to us in proportion to the value (invoice value) and passes to us. The customer retains our (co-owned) property free of charge. Goods to which we are entitled to co-ownership are referred to by us as reserved goods. The customer is entitled to process and sell the reserved goods in the ordinary course of business provided that this is done under the normal conditions of the customer and under the agreement of a retention of title. Pledges or chattel mortgages of the reserved goods are inadmissible. As a precaution, the customer assigns to us in full the claims arising from the resale or any other legal reason (e.g. insurance, tort) with respect to the reserved goods, including all current account balance claims. Until revocation, the customer is entitled to collect the claims assigned to us for our account in his own name. If third parties access the reserved goods, the customer will point out our ownership rights and notify us immediately. The customer bears the costs and damages. In case of breach of contract by the customer - especially in case of default of payment - we are entitled to withdraw from the contract and to demand the reserved goods. Upon request, the customer must also inform us of the names of the debtors of the claims assigned to us.
10. Other reservations
Delivery and unloading contracts are concluded upon condition of correct and timely self-delivery. Changes in customs duties, exchange rates, possible recharges and instances of force majeure entitle us to adjust the purchase price accordingly and to modify the existing contracts. In the event of anticipated persistent obstacles that cannot be prevented by diligent company management, we are also entitled to withdraw from the contract in whole or in part, without any liability for damages. If a customer does not request delivery of the ordered goods from us within the agreed period, we can set a grace period for them and, after fruitless expiry of the grace period, withdraw from the contract. In addition, we are entitled to compensation for damages from non-fulfillment.
11. Place of fulfillment and transfer of risk
The place of fulfillment for our obligations is Mannheim. All sales are ex works, shipping and transport are always at the risk of the buyer. The risk passes to the customer as soon as the goods have been handed over to the carrier. If the customer is in default of acceptance, the risk passes to him. Storage costs incurred after transfer of risk shall be borne by the customer.
12. Place of jurisdiction
For all proceedings against us, the place of jurisdiction is exclusively Mannheim. The place of jurisdiction for all proceedings against the customer is at our own discretion Mannheim, or the domicile of the customer.
13. Applicable law
The statutory provisions of the Federal Republic of Germany apply, excluding the European sales law and the international sales law of the United Nations.
14. Severability clause
If parts of these conditions of sale are or become invalid, this shall not affect the validity of the remaining conditions. The provision concerned must be replaced by an individually negotiated regulation.
Ph. Seyfried Gewürzmühle GmbH & Co. KG, Lagerstrasse 11, 68169 Mannheim