Global Terms & Conditions

Delivery and payment terms

§ 1 General - Scope

    Our Conditions of Sale (hereinafter referred to as the General Conditions of Sale - GCS) apply exclusively; We do not recognize any conflicting or deviating terms and conditions of the customer, unless we have expressly agreed to their validity in writing. Our conditions of sale shall apply even if we unconditionally carry out the delivery to the customer in the knowledge of conflicting or deviating conditions of the customer.
    The GTC apply in particular to contracts for the sale and / or delivery of movable goods ("goods"), regardless of whether we manufacture the goods ourselves or purchase from suppliers (§§ 433, 651 BGB). Unless otherwise agreed, the general terms and conditions in the version valid at the time of the buyer's order or at least in the version last communicated to him in text form also apply to similar future contracts, without us having to refer to them again in each individual case.
    The present General Conditions of Sale (AVB) apply to all our business relationships with our customers ("Buyers"). The GTC apply only if the buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a public law special fund.
    In individual cases, individual agreements with the buyer (including collateral agreements, additions and changes) have priority over these GTC. For the content of such agreements, subject to the contrary evidence, a written contract or our written confirmation shall prevail.
    Legally relevant declarations and advertisements that are to be submitted to us by the buyer after the conclusion of the contract (eg setting of deadlines, notification of defects, declaration of withdrawal or reduction) must be in writing in order to be effective.

§ 2 offer

    Our offers are non-committal and non-binding.
    The order of the goods by the buyer is considered a binding contract offer. Unless otherwise stated in the order, we are entitled to accept this contract offer within 2 weeks of its receipt.
    The acceptance may be declared either in writing (for example by order confirmation) or by delivery of the goods to the buyer.

§ 3 Information, samples

    All information on processing and application possibilities of our products as well as technical advice and other information - also in patent law - are made to the best of our knowledge, however, without obligation to the exclusion of any liability. They do not exempt the buyer from testing the products, including their suitability for the intended purposes.
    Our samples are non-binding type or sample samples, analysis details are only to be regarded as approximate.

§ 4 prices

    Our prices are "ex works" including packaging or loose in the container.
    The legal value added tax is not included in our prices; it will be shown separately in the invoice in the amount applicable by law on the date of invoicing.
    Deduction of discount requires special written agreement.

§ 5 delivery

    Unless otherwise agreed, we will carry out our deliveries exclusively on call of the buyer, which has to be done in text form.
    Compliance with our obligation to deliver presupposes the timely and proper fulfillment of the obligations of the customer. The exception of the unfulfilled contract remains reserved.
    Information about delivery dates are not binding, but are adhered to our delivery options. The possibility of delivery, which results in particular from the supply by pre-suppliers and our own inventory, we reserve ourselves expressly. The purchaser can not reject a partial performance that is reasonable in relation to the overall performance. If we can not meet delivery deadlines for reasons for which we are not responsible (unavailability of the service), we will inform the buyer without delay and at the same time notify the expected new delivery deadline. If the service is not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; We will reimburse immediately any consideration already provided by the buyer. As a case of non-availability of the service in this sense, in particular the non-timely self-delivery by our supplier, if we have a congruent hedging transaction, neither we nor our suppliers are at fault or we are not obliged to procure in individual cases.
    We are liable according to the legal provisions, provided that the delay in delivery is based on an intentional or grossly negligent breach of contract for which we are responsible; A fault of our representatives or vicarious agents is attributable to us. Incidentally, our liability for damages due to late delivery is limited to foreseeable, typically occurring damage.
    Further legal claims and rights of the customer remain unaffected.
    Export deliveries are subject to the Incoterms, latest version.

§ 6 Transfer of risk; Insurance; packaging

    Unless otherwise stated in the order confirmation, delivery is agreed "ex works", where the place of performance for the delivery and any subsequent performance is also.
    If the customer so wishes, we will cover the delivery by a transport insurance; the costs incurred thereby are borne by the customer.
    For delivery in returnable packaging and their return, our separate conditions apply.
    The customer may not use our loan packaging, in particular our loan containers, for his own purposes.
    Disposable packaging may only be reused after the logo and name and the description of the goods have been made unfocused in business dealings.

§ 7 acceptance

    Unless otherwise agreed, the buyer has to accept the ordered goods or reasonable partial delivery subject to our possibility of delivery within 10 days after receipt of his order. He has to pay attention to our delivery times, which are also available on the Internet at www.Hellmi.eu. In the case of successive delivery contracts, the goods are to be accepted in approximately equal monthly quantities in the absence of other agreements. The seller is not obligated, but entitled, to the subsequent delivery of goods not accepted on time. The non-delivery is no resignation.
    The risk of accidental loss and accidental deterioration of the goods passes to the buyer at the latest with the transfer. However, in the case of consignment purchase, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the forwarder, the carrier or the person or institution otherwise responsible for carrying out the consignment. Insofar as an acceptance has been agreed, this shall be decisive for the transfer of risk. For the rest, the statutory provisions of the contract of employment law apply accordingly to an agreed acceptance. The transfer or acceptance is the same if the buyer is in default of acceptance.
    If the customer is in default of acceptance or culpably violates other obligations to co-operate, we shall be entitled to demand compensation for any damage incurred, including any additional expenses. Further claims are reserved.
    In the case of delivery with loose goods, the purchaser must ensure that the filling lines, fittings and take-over containers used by him are in perfect condition and specify the quantity to be filled. Damage, e.g. due to inaccurate information on fill quantities, technical defects, contaminated filling devices or faulty operation of the filling, takeover or storage facilities of the purchaser, will in no case be replaced.

§ 8 Liability for defects

    Warranty claims of the customer due to defects presuppose that the latter has duly fulfilled its duties of inspection and complaint pursuant to § 377 HGB. In the case of delivery of bulk goods in container vehicles, sampling must be carried out at the latest at the time of unloading and before the takeover of the purchaser.
    In the case of successive delivery contracts, the legal consequences of a notice of defects only occur for the specifically complained delivery, without affecting the acceptance obligation for the remaining goods.
    For the rights of the buyer in case of material and legal defects (including wrong and short delivery), the statutory provisions, unless otherwise stated below. In all cases, the statutory special provisions remain unaffected on final delivery of the goods to a consumer (supplier recourse in accordance with §§ 478, 479 BGB).
    If the delivered item is defective, we can first choose whether we provide supplementary performance by rectifying the defect (rectification) or by delivering a defect-free item (replacement). Our right to refuse supplementary performance under statutory conditions remains unaffected.
    We are entitled to make the owed supplementary performance dependent on the buyer paying the purchase price due. However, the buyer is entitled to retain part of the purchase price which is reasonable in relation to the defect.
    The buyer must give us the time and opportunity required for the owed supplementary performance, in particular to hand over the rejected goods for examination purposes. In case of replacement, the buyer has to return the defective item according to the legal regulations.
    The expenses required for the purpose of testing and supplementary performance, in particular transport, travel, labor and material costs (not: dismantling and installation costs), are borne by us when a defect actually exists. Otherwise, we may demand compensation from the buyer for the costs arising from the unjustified removal of the defect (in particular inspection and transport costs), unless the lack of defect was not apparent to the buyer.

§ 9 Liability

    Insofar as these GTC, including the following provisions, do not stipulate otherwise, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with statutory provisions.
    We are liable for damages - for whatever legal reason - in the context of fault liability in cases of intent and gross negligence. In the case of ordinary negligence we are liable subject to a milder liability according to legal regulations (eg for care in our own affairs) only a) for damages resulting from injury to life, body or health, b) for damages resulting from a material breach of contract ( Obligation the fulfillment of which enables the proper execution of the contract in the first place and on the compliance of which the contractual partner regularly trusts and may trust); however, in this case our liability is limited to compensation for foreseeable, typically occurring damage.
    The liability limitations resulting from para. 2 shall also apply to breaches of duty by or for the benefit of persons whose fault we are responsible for under statutory provisions. They do not apply if we fraudulently concealed a defect or assumed a guarantee for the quality of the goods and for claims of the buyer under the Product Liability Act.
    Due to a breach of duty that does not exist in a defect, the buyer can only resign or terminate if we are responsible for the breach of duty. A free right of termination of the buyer (in particular according to §§ 651, 649 BGB) is excluded. Incidentally, the legal requirements and legal consequences apply.

> § 10 statute of limitations

    Deviating from § 438 Abs. 1 Nr. 3 BGB the general period of limitation for claims arising from material and legal defects is one year from delivery. Insofar as an acceptance has been agreed, the statute of limitations begins with the acceptance. Statutory special regulations regarding the statute of limitations remain unaffected (in particular, § 438 para. 1 no. 1, para. 3, §§ 444, 479 BGB).
    The above limitation periods of the purchase right also apply to contractual and non-contractual claims for damages of the buyer, which are based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead in individual cases to a shorter limitation period. Claims for damages of the buyer acc. However, § 9 (2) sentence 1 and sentence 2 (a) as well as under the Product Liability Act expire only after the statutory limitation periods.
 
§ 11 payment; On Bill; retention

    The agreed payment terms shown on the invoice apply. The purchase price is due and payable within 14 days of invoicing and delivery or acceptance of the goods. However, we are entitled at any time, even in the context of an ongoing business relationship, to carry out a delivery in whole or in part only in advance. We declare a corresponding reservation at the latest with the order confirmation. With regard to the occurrence and the consequences of a delay in payment, the statutory provisions apply.
    If reasonable doubts arise after conclusion of the contract regarding the buyer's ability to perform (for example, by filing for bankruptcy proceedings), we are entitled to refuse performance until the buyer either pays the purchase price or provides adequate security for him. Already delivered goods may we request and pick up at the buyer. After unsuccessful expiry of a reasonable period set by us for the payment or provision of the security, we are entitled to withdraw from the contract.
    If the customer stops his payments or if his assets are applied for the opening of insolvency proceedings, all our outstanding claims from the business relationship against the customer are due at the same time. At the same time all discounts and bonuses are considered expired.
    Retention or set-off rights are only available to the customer if his counterclaims have been legally established, are undisputed or acknowledged by us. Furthermore, he is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship. In the case of defects in the delivery, the counterclaims of the buyer remain unaffected.

§ 12 retention of title

    We reserve the ownership of the purchased item until receipt of all payments from the business relationship with the customer or until receipt of all payments from the existing current account relationship. In the case of a current account relationship, the reservation relates to the recognized balance. In case of breach of contract by the customer, in particular in case of default of payment, we are entitled to take back the purchased item. The withdrawal of the purchased item by us is a withdrawal from the contract. After the goods have been taken back, we are entitled to use them, the proceeds of the realization are to be credited against the customer's liabilities, less reasonable exploitation costs.
    The customer is obliged to treat the purchased goods with care and store them protected against spoilage; in particular, he is obliged to insure these at his own expense against damage caused by fire, water and theft to the value of new. The customer assigns his claims arising from the insurance contracts to the reserved goods in advance; We accept the assignment. If maintenance and inspection work is required, the customer must carry it out on time at its own expense.
    In the event of seizure or other interference by third parties, the customer must notify us immediately in writing, so that we can file an action in accordance with § 771 ZPO. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of a claim in accordance with § 771 ZPO, the customer is liable for the loss incurred by us.
    The customer is entitled to resell the purchased goods in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim, which accrue to him from the resale against his customers or third parties, irrespective of whether the purchased goods continue to be sold without or after processing has been. To collect this claim, the customer remains authorized even after the assignment. Our authority to collect the claim itself remains unaffected. However, we undertake not to collect the claim as long as the customer meets its payment obligations from the proceeds received, does not default on payment and, in particular, no petition for the opening of insolvency proceedings or suspension of payments exists. However, if this is the case, we can demand that the customer notify us of the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and notify the debtors (third parties) of the assignment. If the notification is not given promptly, we are entitled to notify the assignment to the debtors
If the purchased item is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, then it is agreed that the customer assigns proportional co-ownership to us. The customer keeps the resulting sole ownership or co-ownership for us.

§ 13 Jurisdiction - Place of Performance

    If the customer is a merchant, our place of business in Hamburg is the exclusive place of jurisdiction; however, we are entitled to sue the customer at his general place of jurisdiction.
    The law of the Federal Republic of Germany; the validity of the UN sales law is excluded.
    Unless otherwise stated in the order confirmation, our place of business is the place of performance.

As of: November 2016

Hellmi - Sugar made to measure

We offer a comprehensive, high-performance product range for industry and trade. Invert sugar syrups, sugar solutions and mixed syrups are manufactured according to customer requirements. We sell glucose syrups, caramel syrups and Kulör as well as various sugar and candy products.

Contact

Hanseatische Zuckerraffinerie GmbH & Co. KG

Großmannstraße 173
20539 Hamburg

Telephone: +49 40 - 789 709 0
Email: hzr@hellmi.eu