1. Scope of application
These General Terms and Conditions of Sale and Delivery (hereinafter “GTC”) shall apply to all contracts, deliveries and other services of AW Alster Ingredients GmbH (hereinafter “Seller”) vis-à-vis entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law. Any terms and conditions of the Buyer that conflict with or deviate from these GTC shall not be recognized unless the Seller expressly agrees to their validity in writing.
2. Offers and conclusion of contract
All offers of the seller are subject to change and non-binding, unless they are expressly marked as binding. A contract shall only come into effect upon written order confirmation by the seller or upon execution of the delivery. Verbal collateral agreements or assurances require written confirmation to be effective.
Descriptions of goods, specifications and quality information as well as information provided by the seller on the suitability and usability of goods are not to be regarded as a guarantee of quality or assurance.
If goods or their delivery are subject to additional taxes, customs duties or other import duties after conclusion of the contract or if the amount of duties already charged changes, the Seller may pass on the resulting additional costs to the Buyer
3. Prices and terms of payment
Prices are quoted net ex works, plus the applicable statutory value added tax. Unless otherwise agreed, payments are due within 14 days of the invoice date without deduction. In the event of late payment, the seller shall be entitled to charge interest on arrears at the statutory rate.
4. Delivery and delay in delivery
Delivery dates and deadlines are only binding if they have been expressly agreed as such in writing. The Seller shall be entitled to make partial deliveries insofar as this is reasonable for the Buyer. In the event of force majeure or other unforeseeable events beyond the Seller's control, the delivery periods shall be extended accordingly.
5. Transfer of risk
The risk shall pass to the Buyer as soon as the goods have been handed over to the carrier or have left the Seller's warehouse. This also applies if the seller has assumed the shipping costs or organizes the transport.
6. Retention of title
The delivered goods shall remain the property of the seller until all claims arising from the business relationship have been paid in full. The buyer is entitled to resell the reserved goods in the ordinary course of business. The Buyer hereby assigns to the Seller any claims arising from the resale.
7. Notice of defects and warranty
The buyer is obliged to inspect the goods immediately upon receipt and to report any defects in writing. Obvious defects must be reported in writing within 3 working days of delivery at the latest, hidden defects immediately after their discovery. In the event of justified complaints, the seller shall, at his discretion, either repair or replace the goods.
8. Limitation of liability
The seller shall only be liable for damages caused by intentional or grossly negligent breach of duty. In the case of simple negligence, the seller shall only be liable for breach of essential contractual obligations (cardinal obligations), but limited to the foreseeable damage typical of the contract. Liability for loss of profit is excluded.
9. Data protection
The processing of personal data is carried out in compliance with the applicable data protection laws. Further information can be found in the seller's privacy policy.
10. Place of performance, place of jurisdiction and applicable law
The place of jurisdiction for all disputes arising from the contractual relationship is Hamburg, provided the buyer is a merchant. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
11. Final provisions
Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the statutory provision.
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