General Terms and Conditions

§1 Applicability

With immediate effect, the following General Terms and Conditions – even if not specifically referred to in the individual case – apply to all shipments, unless otherwise agreed in writing.

Purchasing terms and conditions are not accepted, even if not expressly objected to.

§2 Offer and Conclusion

All offers are subject to availability. Agreements made orally, by phone, and by sales representatives will only be valid upon written confirmation by us. Figures, drawings, weight information, etc. merely provide approximations.

§3 Delivery Times

Delivery times are not binding. Partial delivery is permissible. Unforeseen delivery obstacles, such as events of force majeure, strike, malfunction at our facilities or at those of upstream suppliers, transport difficulties, etc. entitle us to cancel the delivery obligation in full or in part. In such cases, damage compensation claims of the buyer are excluded.

§4 Shipment

The shipment will take place at our equitable discretion. However, we cannot guarantee the most inexpensive freight. All shipments, including any return shipments, are made at the expense and risk of the buyer. Insurance may be taken out at the request and at the expense of the buyer.

If the shipment is delayed due to a fault of the buyer, the goods will be stored at his expense and risk. In this case, our notification that the goods are ready for shipment shall have the same effect as the actual shipment.

§5 Packaging

Unless otherwise confirmed in writing, packaging is provided free of charge.

§6 Prices, Payment

As a matter of principle, our invoices are payable in Euro, unless otherwise agreed in writing. Unless a different method of payment is confirmed by us in writing, invoice amounts are due for payment within 30 days of the invoice date without any deductions, regardless of any complaints. A cash discount of 3 percent is granted for advance payment in cash, cash on delivery, and payment within 10 days.

Cheques and acceptances are only accepted in lieu of payment, the latter only under special agreements. Bill of exchange and discount fees according to the rates of the private banks shall be borne by the buyer. In case the buyer dissolves his business or company, any bills of exchange submitted to us shall be redeemed upon dissolution of the business.

Payments will only be deemed paid on the date on which the seller has access to the invoice amount without any loss. The buyer is not permitted to withhold payments or offset them against any counterclaims. Payments to employees or field sales representatives are only valid if these are authorised in writing to receive payments. Notwithstanding other damage claims that we may assert, late payments are subject to default interest amounting to 2 percentage points over the discount rate of the German Bundesbank. Before due invoice amounts including any default interest are paid, we are under no obligation to make deliveries under any current contract. In the event of dishonour of bills of exchange or cheques, suspension of payment, bankruptcy, request for composition proceedings by the buyer, and other deterioration of his financial situation, all his liabilities to us shall be due for immediate payment without any deductions, regardless of the original payment deadline.

§7 Retention of Title

All goods delivered by us remain our property until all our claims from the business relationship are fully paid. This shall apply even if the purchase price is paid for particular shipments designated by the customer. Subsequently, the delivered goods may not be pledged or transferred as collateral until all our claims against the buyer have been satisfied.
In the case of a current account, the retained title serves as collateral for our balance claim.

The buyer is under the obligation to promptly notify us of any third-party recourse to goods delivered subject to retention of title along with a report of the goods seized and a confirmation in lieu of an oath that the seized item belongs to the delivered goods.

The buyer may only sell the supplied goods within the course of his usual business activities. The buyer hereby proactively assigns all claims against his customers that may arise from the sale or any other legal transaction concerning the goods that we delivered or that he gained possession of due to these terms and conditions to us as collateral in rem with all ancillary rights. Thus, the pledging or assignment of claims, especially to banks, is not permitted without our written permission until all our claims against the buyer are satisfied. At our request, the buyer shall notify his customers of the assignment.

We may at all times request the buyer to disclose the customers and the amount and the legal reason for the claims to which the assignment agreed in section 4 applies. For this purpose, the buyer shall also permit us to review his accounts and invoices. We are entitled to collect the assigned claims and to notify the buyer's debtors. However, the buyer is entitled to collect these claims on our behalf as long as he duly complies with his payment obligations towards us.

If the value of the collateral provided to us exceeds our claims from shipments by a total of more than 30 percent, we shall be under the obligation to transfer these back upon request of the buyer.

In the event of late payment or payment difficulties of the buyer, we are entitled to demand the immediate surrender of any goods not yet resold. Until the surrender, the buyer shall store the goods that are our property on our behalf, separately from other goods, designate them as our property, refrain from disposing of them in any way, and provide us with a list of our property.

The buyer shall insure the goods against fire and theft and, upon request, produce evidence of the insurance taken out. All claims against the insurer under this contract concerning the goods delivered subject to retention of title are hereby deemed assigned to us.

§8 Defects

The buyer shall submit any complaints concerning the quantity and quality without delay, at the latest within one week of the arrival of the goods, to us in the form of a written report. The supplier shall be exempted from liability if defects are not reported in time or in the case of unauthorised manipulation of the goods. In the event of justified complaints, we may, at our own discretion, decide to repair the defects, to take back the goods and credit the billed amount, to provide free replacement within a reasonable period, or to credit the value of the defect to the buyer.

Further claims due to the liability for defects or damage compensation claims are excluded, no matter what the reason may be. Defects in partial shipments do not constitute the basis for cancellation of the entire order or other orders that have already been placed but not yet completed.

§9 Place of Performance

The place of performance and jurisdiction is Bremen, Germany. This also applies to bill of exchange and cheque protests, to third parties that are liable for the buyer's obligation, and to claims asserted by means of debt collection proceedings.

§10 Miscellaneous

Invalidity of individual provisions does not affect the validity of the other provisions.

The language of these General Terms and Conditions is German. Translations to other languages are for information only.

LANDMANN Holding GmbH & Co. KG
Am Binnenfeld 3 - 5
D-27711 Osterholz-Scharmbeck