innotaste GmbH

Standard terms and conditions of business ( Print version here )

innotaste GmbH, Düsseldorfer Str. 103, 47809 Krefeld

1. General
   
   
   • These Standard Terms and Conditions of Business apply to all our business relationships with entrepreneurs in the meaning of § 14 BGB (German Civil Code), legal entities under public law and funds under public law, including future ones. Business partners’ variant conditions only apply if we have expressly agreed to them in writ ing.
   • Individual agreements made in a specific case have precedence over these conditions. Oral agreements and supplements are only valid if they are confirmed by innotaste GmbH in writing or by email by a body authorised to represent it or by an authorised employee.
   • The relevant statutory provisions also apply in so far as they are not directly varied or expressly excluded in these conditions.
   • All goods-related documents will henceforth be sent only electronically and no longer by post.
     
     
2. Conclusion of the contract
   
   
   • Our offers are non-binding. The contract does not come into effect until acceptance of the buyer’s order. This also applies if we have passed to the buyer any technical documentation (e.g. specifications), other product descriptions or other documents, including in electronic form, in which we reserve title and intellectual property rights.
   • We reserve the right to make the variations usual in the sector in our acceptance of the buyer’s order and such variations do not affect the conclusion of the contract. Any special requests will incur charges.
     
     
3. Terms and conditions of supply
   
   
   • If we cannot meet binding delivery dates for reasons for which we are not to blame (lack of availability of the goods e.g. because of lack of delivery by our supplier) we will inform the buyer and agree a new delivery date that is reasonable in the circumstances. If the service is still not available by the new delivery date, either party to the contract is entitled to cancel the contract entirely or in part . Cancellation must be communicated in writing or by email by a body authorised to represent the company or by an authorised employee. Any payments already made will be refunded.
   • The occurrence of a delay with delivery is governed by the statutory provisions. In any event, a written reminder by the buyer is required.
   • Delivery will be made ex Krefeld by the means of transport that is cheapest for us. The buyer will bear the cost of any means of transport specified by him. The goods are dispatched at the buyer’s risk (with regard to destruction, deterioration, delay). If dispatch is delayed for reasons for which we are not to blame, risk is transferred at the time of notification of readiness to dispatch. The statutory transfer of risk resulting from delay in acceptance is unaffected.
     
     
4. Prices and payment terms
   
   
   • The purchase price is due and payable within 14 days following invoicing provided there is no other written agreement to the contrary. The buyer falls into arrears with the expiry of the payment date. The purchase price is liable to interest during the period of delay at the relevant applicable statutory interest rates on arrears and with the right reserved to enforce further-reaching claims.
   • The buyer has a right of setoff or of retention only to the extent that the relevant counterclaim is determined by force of law or has been accepted by us.
   • If our claim for payment is threatened by the buyer’s inability to pay (e.g. application for the commencement of insolvency proceedings or if the buyer does not make his payment in the correct manner or on time or if he declares that he does not intend to make the payment or if there are still overdue liabilities from a service provided earlier) we are entitled according to the statutory provisions to refuse fulfilment and, following expiry of the notice period, to cancel the contract. (§ 321 BGB).
   • In the case of customised work or delivery of products purchased exclusively for a specific customer, we can cancel the contract immediately. The statutory provisions governing the right to dispense with the notice period are unaffected. In addition, we reserve the right to shorten the payment terms with immediate effect and/or only to deliver in future with payment in advance.
   • If the buyer is in arrears with an agreed payment or another service arising from this or another lawful transaction, without prejudice to our other rights we are entitled to declare all unpaid claims arising from this or other lawful transactions due immediately. This also applies to deferred claims.
   • In the case of intra-community deliveries to an EU member state other than Germany, we do not charge VAT provided that we have the customer's valid VAT identification number. For both, deliveries and collections to an EU member state, the customer is also obliged to sign a confirmation to us that the object of an intra-community delivery has reached another EU member state (confirmation of receipt). If we do not have the valid VAT identification number of the customer or if the confirmation of receipt is missing, we shall be entitled to subsequently invoice the VAT at the applicable VAT rate.
     
     
5. Retention of title
   
   
   • We reserve title in goods until all our current and future claims have been settled.
   • In the event of breach of duty, in particular non-payment of the purchase price, we are entitled to cancel the contract and to demand the return of the goods. In the event of non-payment of the purchase price, we will only exercise this right after expiry without success or statutory waiver of a reasonable extension period.
   • The buyer may process and/or sell the goods in the course of his ordinary business operations. In this event, the following conditions apply:
     3.1 The retention of title extends to the products created by processing mixing or combination, with us deemed to be the manufacturer. If third party rights of ownership exist , we acquire co-ownership in proportion to the value of the goods.
     3.2 As of now the buyer assigns to us as security any receivables arising from onward sale in total or in the amount of our co-ownership. We accept this assignment. The duties of the buyer referred to in Point 2) also apply with regard to the assigned receivables. In addition to ourselves, the buyer is still authorised to collect the receivable.
     3.3 If the value of the security exceeds our receivable by more than 10%, at the buyer’s request we will release security as we see fit.
     
     
6. The buyer’s claims for defects
   
   
   • We are liable in accordance with the statutory provisions for the goods being free of any physical or legal defects unless otherwise specified below. The statutory provisions on recourse to the supplier are in any event unaffected. If delivery from a single batch is not possible, the packing together/delivering together of different products or different batches does not constitute a defect. Any variations are marked on each package. Each product is marked with a best before date. Deliveries are always made before the expiry of the best before date. No specific remaining period is promised up to the expiry of the best before date.
   • Only those product descriptions that form part of the individual contract constitute agreement as to characteristics. The goods are free of physical defects if they have the characteristics that the buyer might expect from the product description supplied by us.
   • The buyer’s claims for defects depend on him having fulfilled his statutory duties to inspect and complain. The buyer must give us the time required to inspect the defect complained about and in particular must hand over the goods for this purpose.
   • The buyer shall carefully check all Goods upon receipt at the shipping destination. Claims must be notified to us in writing within 5 (five) days latest upon receipt. If the goods are defective, this will be made good by the delivery of a defect- free item (replacement delivery). If replacement delivery is only possible with disproportionately high costs, we may refuse to make a replacement delivery. In this event the buyer’s rights are restricted to cancelling the contract or, in the event of fulfilment of the statutory conditions, claiming compensation in accordance with §§ 437, 439, 440 BGB.
     
     
7. Other liability
   
   
   • We are liable for compensation for deliberate act or gross negligence. However, we are also liable for slight negligence
     - as to loss of life, injury or harm to health;
     - for breach of a major contractual duty. In this event, however, our liability is limited to compensation for the foreseeable loss or damage that typically occurs.
     The above-mentioned limitations of liability do not apply if we fraudulently omitted to disclose a defect. The same applies to the buyer’s claims under the “Produkthaftungsgesetz” (Product Liability Act).
   • Apart from where arising from our liability for defects, the buyer has a right of cancellation only as a result of breaches of duty for which we are to blame and in accordance with the statutory conditions and legal consequences.
     
     
8. Limitation period
   
   
   • As a variation of § 438 section 1 No. 3 BGB, the general limitation period for claims arising from physical and legal defects is one year from delivery.
   • The statutory provisions for third party claims for the return of property, recourse to the supplier and in the event of fraud are unaffected.In so far as we are liable to the buyer for contractual compensation because of or as a consequence of a defect, the full statutory limitation periods under purchasing rights (§ 438 BGB) apply here. These limitation periods also apply to competing non-contractual compensation claims if the application of the normal statutory limitation period does not lead to a shorter limitation period in the individual case (§§ 195, 199 BGB).
   • The limitation period of the Product Liability Act is unaffected.
     
     
9. Applicable law, place of jurisdiction
   
   
   • The law of the Federal Republic of Germany applies with the exclusion of the UN Convention on the International Sale of Goods and all international and supra- national contract law systems. The relevant applicable international rules on the interpretation of forms of standard commercial contracts (Incoterms in their relevant edition) apply to cross-border contracts.
   • Vis a vis businessmen the exclusive place of jurisdiction, including international jurisdiction, is the Krefeld District Court. However, we are also entitled to bring an action at the buyer’s common place of jurisdiction.
     
     
10. Salvatory clause
    • In so far as the terms of these conditions contain gaps, to fill these gaps, the parties to the contract shall be deemed to have agreed to such legally valid terms as they would have agreed in accordance with the commercial purposes of the contract and the purpose of these conditions if they had been aware of the gap in these terms.
    • If one or more of the terms is/are or become(s) invalid, the validity of the other terms is not affected.

Dezember 2022

innotaste GmbH
Düsseldorfer Str. 103
47809 Krefeld