CULINARY TASTE CARRIER SYSTEMS, (CTCS) GMBH
- Validity of the General Terms and Conditions
Our General Terms and Conditions apply exclusively to all contracts concluded by us. We are only bound by deviating terms and conditions of our buyers or other contractual partners (hereinafter referred to as “customer”) if we have expressly agreed to them in writing. - Conclusion of contract, written form
a. Our offers are subject to change. A contract is only concluded upon our written order confirmation.
b. Side agreements as well as amendments and additions to the contract are only effective if we have confirmed them in writing. - Prices
a. Our prices are exclusive of the value added tax applicable on the date of invoicing.
b. If, after conclusion of the contract, expenses incurred by us in connection with the delivery increase, we are entitled to charge our customers for the additional costs incurred. This applies regardless of whether such additional costs are based on statutory or other provisions and/or actual circumstances. The expenses to be borne by our customer include, in particular, export and import duties such as customs duties and levies, as well as taxes, storage costs, freight costs, shipping costs, insurance premiums, and the like. - Terms of payment, offsetting, and right of retention
a. Payment by the customer must be made net cash against documents or immediately upon receipt of the invoice in cash or by transfer free of charges to us. The surrender of bills of exchange, which require our prior consent, and checks shall only be deemed fulfillment upon their complete redemption.
b. Offsetting or withholding payments is only permissible in the case of counterclaims recognized by us or legally established. - Default by the customer
The respective discount rate of the Deutsche Bundesbank shall be charged. Furthermore, in the event of default by the customer, we shall be entitled, without prejudice to further rights, to make further partial deliveries as well as deliveries and services from other contracts dependent on the customer providing security. - Delivery times and delivery weights/weight deviations
a. Agreed delivery times and delivery weights are only approximate unless we expressly confirm them as fixed. Delivery times may be exceeded by up to 10 working days. Delivery weights may deviate by up to 10% above or below the agreed weight.
b. The weight specified by us upon handover or delivery is authoritative. However, the customer may request weighing at their own expense. Weight deviations can only be claimed immediately upon receipt of the goods and only if they are immediately found to be incorrect – if at all possible by official determination. - Partial deliveries
a. We are entitled to make partial deliveries.
b. In the case of partial deliveries, each delivery shall be considered a separate transaction. A defective or delayed delivery shall have no influence on partial deliveries that have already been made or are still pending. In particular, the customer is not entitled to withdraw from the contract in its entirety or to claim damages for non-performance of the entire contract, unless the customer’s interest in the partial performance ceases to exist. - Shipping / Transfer of risk
a. If we ship goods, this is done at the customer’s expense. The same applies if we follow the customer’s shipping instructions.
b. The risk of accidental deterioration or accidental loss shall pass to the customer upon handover of the goods to the carrier. The same shall apply in the case of transport by our personnel at the start of transport and in the case of collection of the goods by the customer’s personnel upon handover of the goods to them. - External condition of the delivery
After unconditional acceptance of the goods by the carrier or the customer’s personnel, any subsequent complaints regarding the packaging or other external condition of the delivery (e.g., leakage) are excluded. - Self-supply
We are only obliged to deliver subject to correct, complete, and timely self-supply; this also applies to the supply of raw materials and consumables required for the manufacture of the goods. - Damages caused by delay
Our liability for damages caused by delay is initially limited to 10% of the net price of the goods whose delivery we are in delay with. We are only liable for damages caused by delay beyond this in accordance with Section 13 of these General Terms and Conditions. - Warranty/Liability
a. In the event of defects reported properly and in a timely manner, we shall have the right, at our discretion, to repair or replace the goods. We shall only provide the same warranty for the replacement or repair as for the original delivery.
b. If we refuse to provide a replacement delivery or repair the defect, the customer shall be entitled to rescind the contract or reduce the purchase price. The same shall apply if a repair or replacement delivery granted by us becomes impossible or is not provided in a timely or proper manner, and a reasonable grace period set by the customer has expired without result.
c. We shall provide warranty for the absence of warranted characteristics in accordance with the above provisions. The customer may only claim damages from us if the warranted characteristic cannot be fulfilled by repair or replacement. However, our liability for the absence of warranted characteristics is limited to the damage to the goods themselves, unless the warranty also aims at a more extensive success according to its content. In the latter case, we shall also be liable for the direct and foreseeable damage caused by the failure to achieve the success. Our liability for the absence of warranted characteristics is limited to the value of the delivery or partial delivery to which the warranty of characteristics relates.
d. If the defect or the absence of a warranted characteristic is based on a delivery or service provided to us by a third party, our customer may only demand that our warranty and/or damage claims against the third party be assigned to him. Only if our customer’s prior legal action against the third party fails may the customer assert claims against us in accordance with the above clauses 12(a) to (c). - Other liability
All further contractual or non-contractual claims of our customer are excluded. However, we shall be liable for culpable breach of essential contractual obligations. Furthermore, we shall be liable for intentional or grossly negligent conduct on the part of our employees. In the event of a culpable breach of essential contractual obligations that is not based on intent or gross negligence, as well as in the event of intentional or grossly negligent conduct on the part of our simple vicarious agents, we shall only be liable for foreseeable damages typical for this type of contract and not for remote consequential damages, such as the failure or obstruction of production at the customer’s premises or similar. Liability under the Product Liability Act remains unaffected by the above provisions. - Retention of title
a. Ownership of the goods delivered by us shall not pass to the customer until they have been paid for in full.
b. Furthermore, ownership of all goods delivered by us shall only pass to the customer once all claims against the customer arising from the business relationship and after delivery, regardless of their legal basis, have been settled. The inclusion of claims in a current account and the striking of a balance shall not affect the retention of title.
c. The customer is entitled to use, mix, or process the goods subject to retention of title in the ordinary course of business. Our ownership also extends to the new products created by processing the goods subject to retention of title, which are manufactured by the customer for us as the manufacturer within the meaning of § 950 BGB (German Civil Code). In the event of combination or mixing with items not belonging to us, we shall become co-owners in direct or corresponding application of §§ 947, 948 BGB, in proportion to the value of the goods subject to retention of title to the value of the other processed goods at the time of processing. The customer shall store the items to which we acquire sole or co-ownership in accordance with the above provisions free of charge on our behalf. The customer shall have no claims against us arising from the mixing, processing, or storage.
d. The customer hereby assigns all claims arising from the sale of goods subject to retention of title, including items owned by us in accordance with letter c), with all ancillary and security rights as well as balance claims within the scope of a current account as security for all our claims specified in letter b). In the case of the sale of goods in which we have co-ownership, the assignment shall be limited to the part of the claim that corresponds to our co-ownership share. If goods subject to retention of title are sold together with items that are not our property at a total price, the assignment shall be limited to the proportionate amount of our invoice, including sales tax, for the goods subject to retention of title sold with them. The above provision shall apply mutatis mutandis to the claim for remuneration for work performed if the customer uses the goods subject to retention of title to fulfill a contract for work or a contract for work and materials. At our request, the customer shall be obliged to inform us at any time of the debtors of the claims assigned to us and their addresses.
e. The customer is obliged to treat the goods subject to retention of title and those items in which we acquire sole or co-ownership in accordance with the above provisions with care and diligence. The customer is also obliged to notify us immediately of any impairment or jeopardization of our rights to the goods owned by us.
f. As long as the customer is willing and able to fulfill their obligations to us and we have not revoked the authorization, the customer is authorized to dispose of the goods owned by us in the ordinary course of business, in particular to sell them, and to collect the claim assigned to us. A sale in the ordinary course of business does not exist if the customer’s buyer demands a prohibition of assignment. The customer may only dispose of the goods owned by us and the assigned claims with our prior written consent. We shall only revoke the authorization to dispose of or collect the goods if the customer defaults on a payment to us, breaches its obligations to us under the retention of title to a significant extent, applies for or initiates bankruptcy, foreclosure, or composition proceedings against its assets, or otherwise experiences a significant deterioration in its financial circumstances.
g. If we have revoked the authorization in accordance with letter f) above, the customer is obliged, at our request, to all goods owned by us, as well as the customers to whom he has sold such goods, to enable us to take possession, in particular to take back the goods owned by us, to notify his customers of the assignment of the claims assigned to us and to hand over to us all documents necessary for the enforcement of our claims.
h. If the value of the securities existing for us exceeds the secured claims by more than 20%, we shall release securities at our discretion at the customer’s request. - Place of performance
The place of performance for all mutual obligations is Nettetal. - Place of jurisdiction
The place of jurisdiction for all disputes arising from the conclusion of the contract and the mutual claims arising therefrom is Nettetal, even for customers who do not have a general place of jurisdiction in the Federal Republic of Germany. However, we are also entitled to bring legal action at the customer’s place of business. - Applicable law
The law of the Federal Republic of Germany shall apply exclusively, excluding the application of the Hague Uniform Sales Laws and the international sales law in accordance with the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980.
