Kalfany

General Terms and Conditions of Sale delay in writing if and to the extent that third parties seize the Goods Subject to.Retention of Title or an application is made to open insolvency proceedings. (3) In the event of a Buyer’s conduct in breach of contract, in particular non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand return of the Goods Subject to Retention of Title on the legal basis of the reservation of title and withdrawal. The demand for return shall not be deemed to include also the declaration of withdrawal; We shall rather be entitled to demand only the return of the Goodsandtoreservetherightofwithdrawal. IftheBuyerdoesnotpaythepurchasepricedue,We mayonlyasserttheserights ifWehavepreviouslysettheBuyerareasonabledeadlineforpayment that has expired without the payment being made or if setting such a deadline is dispensable according to the statutory provisions. (4) Until revoked in accordance with (c) below, the Buyer shall be authorised to resell and/or process theGoodsSubjecttoRetentionofTitle intheordinarycourseofbusiness. Inthiscase,thefollowing provisions shall apply in addition. (a) The retention of title shall extend to the products created by processing, mixing or combining the Goods Subject to Retention of Title at their full value, whereby We are deemed to be the manu- facturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, We shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the product resulting as to Goods Subject to Retention of Title. (b) The Buyer hereby assigns to us as security the receivables towards third parties arising from the resale of the Goods or the product in total or in the amount of our co-ownership share, if any, in accordance with the above paragraph. We accept the assignment. The obligations of the Buyer referred to in paragraph (2) also apply in respect of the assigned receivables. (c) In addition to us, the Buyer shall remain authorised to collect the receivable. We undertake not to collect the receivable as long as the Buyer meets its payment obligations towards us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in its ability to perform. If this is the case, however, we may demand that the Buyer informs us of the assigned receivables and their debtors, provides all information necessaryforcollection,handsovertherelevantdocumentsand informsthedebtors (thirdparties) of the assignment. Furthermore, in this case We are entitled to revoke the Buyer’s authorisation to further sell and process the Goods Subject to Retention of Title. (d) If the value realisable of the securities shall exceed the Secured Receivables by more than 10 %, We shall release securities of our choice at the Buyer’s request. (5) In general, the Buyer shall be obliged to treat the Goods Subject to Retention of Title with care and to insure them against the usual risks of damage such as fire, water and theft in an amount sufficient at the Buyer’s own expense. Claims against the insurance company shall be deemed assigned in the amount of the value of the Goods plus any costs and expenses incurred by us. The Buyer shall be obliged to notify us immediately in the event of a seizure of the Goods Subject to Retention of Title or the receivables towards its customers assigned to us and to advance the costs of a possible intervention process; the Buyer must finally bear these costs if the opposing party will not reimburse them. (6) In any case, if there will be a concrete risk for the Goods Subject to Retention of Title and thus receivablestowhichweareentitled,weshallhavetherighttoaccesstheGoodsSubjecttoRetention of Title ourselves or through agents and to ensure by suitable measures that the rights to which we are entitled will not be impaired or thwarted. This shall include the consent of the Buyer for access to the storage location of the Goods Subject to Retention of Title. If the Goods Subject to Retention of Title will be stored with third parties, the Buyer shall undertake to also request their consent already at the time of storage of the Goods. § 8 Use and Quality of Goods (1) InsofarastheuseoftheGoodsdeliveredbytheSellerortheproductsresultingfromtheuseofthe Goods are subject to statutory regulations (e.g. in the case of use of Goods as or for foodstuffs or semi-luxuryfoods)and insofarasthis isnotexpresslyagreedotherwise, itshallbetheresponsibility oftheBuyertocontrolwhethertheGoodsaresuitableforthisuseandwhethertheproductscomply with the relevant statutory regulations. (2) Unless expressly agreed otherwise, variations in quality inherent in the nature of the Goods, in particular variations in smell, taste, colour or consistency inherent in the nature of the Goods, shallnotconstituteadefectandshallnotgiverisetoanywarrantyclaimsonthepartoftheBuyer. (3) For technical reasons, register differences and slight colour deviations cannot be avoided in some printingprocessesforpackaging.Thesedonotconstituteadefectanddonot justifyanywarranty claims on part of the Buyer. (4) In the case of perishable Goods, the agreed minimum shelf life presupposes the proper and pro- fessional handling of the Goods (in particular storage and transport) by the Buyer. (5) Insofar as the Buyer provides raw materials or materials which We use for the manufacture of Goods or for packaging purposes, the Buyer shall bear unlimited responsibility for ensuring that these raw materials and materials are free from material defects and defects of title. The Buyer shall indemnify the Seller against all claims of third parties based on a material defect or defect of title of these raw materials or materials. § 9 Buyer’s Claims for Defects (1) The statutory provisions apply to the Buyer’s rights in the event of material defects and defects of title (including wrong delivery and short delivery), unless otherwise determined below. In all cases,thespecialstatutoryprovisionsremainunaffected incaseoffinaldeliveryoftheunprocessed Goodstoaconsumer,even iftheconsumerhasprocessedthemfurther (supplierrecoursepursuant to Section 478 BGB). Claims from supplier recourse are excluded if the defective Goods have been furtherprocessedbytheBuyeroranotherentrepreneur ,e.g.by incorporation intoanotherproduct. (2) The basis of our liability for defects shall be primarily the agreement reached on the quality of the Goods. All product descriptions and manufacturer’s specifications which are subject of the single contract shall be deemed to be an agreement on the quality of Goods. Insofar as the quality has not been agreed, the statutory provision shall be used to assess whether or not there is a defect. (3) Generally, we shall not be liable for defects of which the Buyer is aware at the time of conclusion of the contract or is not aware due to gross negligence (Section 442 BGB). Claims for defects on part of the Buyer presuppose that the Buyer has fulfilled its statutory obligations to inspect and give notificationofdefects (Section377andSection381GermanCommercialCode, (Handelsgesetzbuch, HGB)).InthecaseofGoods intendedforfurtherprocessing,an inspectionmust inanycasebecarried out immediatelypriortoprocessing. Ifadefectbecomesapparentupondelivery, inspectionor later, We must be notified of such defect in text form without undue delay. If the Buyer fails to properly inspect the Goods and/or give notification of defects, our liability for the defect not notified or not notified intimeornotnotifiedproperlyshallbeexcluded inaccordancewiththestatutoryprovisions. (4) If the delivered item is defective, we shall, at our discretion, provide warranty by remedying the defect (rectification) or by delivering Goods free of defects (replacement). Our right to refuse supplementary performance under the statutory conditions shall remain unaffected. (5) WeareentitledtodependthesupplementaryperformanceowedontheBuyerpayingthepurchase price due. However, the Buyer shall be entitled to retain a reasonable part of the purchase price in relation to the defect. (6) The Buyer must allow for us the time and opportunity necessary for the supplementary perfor- mance owed, in particular to hand over the Goods rejected for inspection purposes. In the event of a replacement delivery, the Buyer shall return the defective item to us in accordance with the statutory provisions. (7) Weshallbearorreimbursetheexpensesrequiredforthepurposeof inspectionandsupplementary performance, in particular transport, travel, labour and material costs, in accordance with the statutory regulations if a defect is actually present. However, if a request by the Buyer to remedy a defect turns out to be unjustified, We may demand reimbursement of the costs resulting from such unjustified request from the Buyer. (8) If the supplementary performance has failed or a reasonable deadline to be set by the Buyer for thesupplementaryperformancehasexpiredwithoutthesupplementaryperformancehavingbeen madeorthesupplementaryperformance isdispensableaccordingtothestatutoryprovisions,the Buyer may withdraw from the purchase contract or reduce the purchase price. However, there will be no right of withdrawal in the case of an insignificant defect. (9) Buyer’s claims for damages or reimbursement of futile expenses shall persist only in accordance with § 10 of these GTC and are otherwise excluded. § 10 Other Liability (1) Insofar as nothing to the contrary arises from these GTC including the following provisions, We shallbe liable intheeventofabreachofcontractualandnon-contractualobligations inaccordance with the relevant statutory provisions. (2) We shall be liable for damages - irrespective of the legal grounds - in the event of intent and gross negligence.Intheeventofsimplenegligence,Weshallonlybe liable,subjecttostatutory limitations of liability (e.g. care in own affairs; insignificant breach of duty), for a) damages resulting from injury to life, body or health, b) damagesresultingfromthebreachofamaterialcontractualobligation(obligationtheperformance of which is a prerequisite for the proper performance of the contract and on the observance of which the contractual partner regularly relies andmay rely); in this case, however, our liability shall be limited to compensation for the foreseeable, typically occurring damage. (3) The limitationsof liabilityresultingfrompara.(2)alsoapplytowardsthirdpartiesand intheeventof breachesofdutybypersons (also intheirfavour)forwhosefaultWeareresponsible inaccordance with statutory provisions. The limitations of liability resulting from para. (2) do not apply insofar as We have fraudulently concealed a defect or have assumed a guarantee for the quality of Goods, and for claims under the Product Liability Act. (4) Duetoabreachofdutythatdoesnotconsistofadefect,theBuyermayonlywithdraworterminate the contract if We are responsible for the breach of duty. An unrestricted right of termination of the Buyer (in particular according to Section 650 and Section 648 BGB) shall be excluded. In all other respects, the statutory requirements and legal consequences shall apply. § 11 Limitation Period (1) Notwithstanding Section 438 (1) no. 3 BGB, the general limitation period for claims resulting from material defects and defects of title shall be one year from the transfer of risk. (2) The limitation period above also applies to contractual and non-contractual claims for damages of the Buyer based on a defect of the Goods, unless the application of the regular statutory lim- itation period (Section 195 and Section 199 BGB) would lead to a shorter limitation period in the single case. The limitation periods of the Product Liability Act shall remain unaffected in any case. § 12 Recall of Goods (1) TheBuyershall informtheSellerwithoutunduedelay if itbecomesawareofaconsumercomplaint, anegativetestresult,abnormalities insamplingorofficialcomplaintsabouttheSeller’sGoods.The BuyershallsupporttheSeller inclarifyingany indicationsofqualitydefectsand/orsafetyconcerns. (2) ShouldtheBuyerbecomeawareofcircumstancesonthebasisofwhichasilentwithdrawal,arecallof theGoodsorapublicwarning istobeconsidered,theBuyershall informtheSellerthereofwithout undue delay and in detail. All relevant documents, contact details and other information shall be forwardedtotheSellerwithoutrequestandwithoutunduedelay,andacentralcontactpersonwith the decision-making powers necessary shall be appointed at the Buyer for further coordination. (3) The Seller solely shall decide on a withdrawal or recall of the Goods as well as on a public warning and the Seller shall coordinate with the Buyer regarding such withdrawal, recall of the Goods or public warning. (4) If the Buyer shall consider a withdrawal, recall or public warning of Goods processed by the Buyer, it shall consult the Seller in advance. Communication to third parties shall only take place with the prior written consent of the Seller. (5) In the event of a withdrawal, recall or public warning, the Seller shall only be liable for such costs or damages of the Buyer which it has agreed to bear in text form in advance or which have arisen due to its culpable conduct. The provisions of § 10 of these GTC shall remain unaffected. § 13 Confidentiality (1) The Buyer shall keep confidential information as well as business and trade secrets of the Seller whichhavebeenentrustedto itorhavebecomeknownto itassuchduringthetermofthecontract and also after its termination confidential. (2) Documents or data regarding confidential information as well as business and trade secrets entrusted to the Buyer shall be returned to the Seller or deleted by the Buyer without undue delay after its use in accordance with the order, at the latest, however, upon termination of the contractual relationship. Excluded hereof shall be the storage of data provided electronically for the purpose of usual data backup. § 14 Data protection With regard to the collection and processing of personal data, reference is made to the separate privacy policy of the Seller (available at https://www.suesse-werbung.de/en/privacy-policy) . § 15 Place of Performance, Choice of Law, Place of Jurisdiction, Dispute Resolution (1) The place of performance for these GTC and all services shall be Herbolzheim/Germany, unless expressly agreed otherwise in writing. (2) The law of the Federal Republic of Germany shall apply to these GTC and all legal relationships betweenusandtheBuyertotheexclusionoftheUNConventiononContractsforthe International Sale of Goods. (3) The exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Freiburg im Breisgau/Germany. However, We shall also be entitled to bring an action at the Buyer’s general place of jurisdiction. (4) Should one or more provisions of these GTC be or become void or invalid in whole or in part, this shall not affect the validity of the remaining provisions. Any provisions of these GTC that are not included or are invalid shall be replaced by statutory law. If such statutory lawwill not be available in the respective case (loophole) or would lead to an unreasonable result, the Seller and the Buyer shallenter intonegotiationstoreplacethenon-includedor invalidprovisionwithavalidprovision that comes as close as possible to it in economic terms. 167