Terms and Conditions

General terms and conditions (T&C),

1 General provisions

(1) All deliveries and other services provided by Nosor Baladna GmbH are subject to the following terms and conditions; they apply only to entrepreneurs within the meaning of § 310 para. 1 and§ 14 of the German Civil Code (BGB). Unless otherwise stated, Nosor Baladna GmbH is the seller of the goods and / or service.

(2) Deviating conditions of the buyer, which the seller does not expressly recognize in writing, are non-binding, even if the seller does not expressly object to them.

2 Offers, Scope of Obligations and Formation of Contract

(1) Contract offers of the seller are non-binding. An order shall be considered confirmed upon receipt of a delivery note. The delivery note shall be decisive for the scope of the contractually owed services.

(2) The price calculation is based on the prices applicable on the day of delivery. The prices listed in the price list or on the order form rate are the prices valid at the time of printing. However, Industry-side price adjustments take effect immediately. Therefore, if the prices of the suppliers change between the time of the buyer's order and the delivery, the seller is entitled to adjust the forwarding prices accordingly.

(3) All documents presented in preparation of the offer or the order confirmation, such as illustrations, drawings, dimensions and weights, are generally to be understood as approximate values unless they have expressly been designated as binding.

3 Prices and Payments

(1) All prices are in Euro plus VAT unless otherwise agreed upon. They are ex warehouse or factory including packaging and loading, but excluding freight and unloading.

(2) Unless otherwise agreed in writing, payment must be made within 10 days of invoicing. Other terms of payment require the written consent of the seller. Regarding the consequences of late payment the legal provisions of German law apply.

Payment when the customer make the order ( before loading )

(3) The buyer shall be able to offset only with such counterclaims that have been acknowledged by the seller in writing, are undisputed, or have been legally determined without the possibility of a further appeal. The same applies to any right of retention of the buyer.

(4) If the buyer is in default of payment or if there are circumstances which indicate a significant deterioration of his financial circumstances or his creditworthiness, the seller shall be entitled, after unsuccessful expiry of a reasonable grace period, to perform outstanding services only against advance payment or provision of customary collateral. The seller may also chose to cancel that contract and, in case of late payment, may claim damages instead of performance of the contractual obligations.

4 Deliveries, Returns und Transfer of Risk

(1) Deliveries shall be made to the delivery address named by the buyer. The buyer shall notify the seller of any changes to or deviations from this delivery address immediately with submission of a written order or thereafter in case of later changes. In the case of a permanent business relationship between the parties, the buyer shall also notify the seller immediately in writing of any changes in the legal form or ownership of the buyer company. The seller does not unload the goods at the place of the buyer.

(2) The buyer agrees to accept excess or short deliveries as being in accordance with the contract if these deliveries deviate from the agreed quantity or weight by no more than 10% ( 25% ). The payment due shall be increased or decreased as required on a pro-rata basis.

(2) Delivery deadlines shall be set in the best judgment of the seller and shall be reasonably extended if the buyer delays or omits the performance of obligations necessary or agreed upon for the fulfilment of the contractual obligations by the seller. Delivery deadlines shall also be extended in cases of labor disputes, in particular strikes and lockouts, as well as the occurrence of unforeseen circumstances which are beyond the will of the seller, e.g. delivery delay of a pre-supplier, traffic and operational disturbances, material or energy shortages. Furthermore, the delivery deadline shall be extended reasonably in all cases of changes made by the buyer regarding composition of the delivered goods.

(3) The seller assumes no liability for the supplier in case of drop shipment transactions. Partial deliveries are generally permitted.

(4) The delivery is made using transport aids which may be exchanged with the same or similar types of delivery aids at the buyer. Differences between the delivered and received number of transport aids are debited or credited to the buyer in form of deposits. Returns of goods and positive and negative balances of exchanged transport aids are noted by the driver of the seller on a return slip. Roll containers, TKT boxes, Styrofoam boxes, pallets and other means of transport aids remain property of Nosor Baladna GmbH. In case of a loss of transport aids by the buyer, the seller may claim the replacement value while taking into account already paid deposits regarding these aids.

(5) A return of goods that are not listed in the order form or in the price lists of Nosor Baladna GmbH is not possible. Any return of items requires a prior notification and an agreement with Nosor Baladna GmbH as well as their approval provided by issuing a return slip. Any return of goods shall only take place as a precaution; this shall not be considered a withdrawal from the contract, even if partial payments are made retroactively. The buyer is obliged to comply with the HACCP guidelines at all times and to only return only goods that were previously handled or stored in compliance with HACCP guidelines.

(6) According to § 446 BGB the risk of accidental loss or accidental deterioration passes to the buyer upon delivery of the sold item. If the buyer is in default of acceptance, the goods shall be deemed delivered. According to § 447 para. 1 BGB, the risk of accidental loss or accidental deterioration in sales shipment transactions among merchants passes to the buyer as soon as the seller has delivered the goods to a carrier, the freight forwarder or the person or institution otherwise intended to carry out the shipment (so called transfer of risk at the ramp).

 

5 Retention of Title

(1) The seller retains ownership of the delivered goods until full payment of all claims including all ongoing claims (for example, securities, loans, etc.) deriving from the current business relationship. The retention of title also applies until all future and conditional claims deriving from the business relationship between the buyer and seller have been fulfilled by the buyer.

(2) The buyer is entitled to resell or further process the delivered goods in the ordinary course of business; however, he hereby assigns to Nosor Baladna GmbH all claims that arise due to the resale or further processing limited to the amount of the purchase price agreed between Nosor Baladna GmbH and the buyer. The buyer is authorized to collect these claims even after their assignment. The right of the seller to collect these claims himself remains unaffected; however, he undertakes not to collect the claims as long as the buyer duly fulfills his payment obligations and is not in default of payment. If this is the case, however, the buyer shall be required to disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the related documents and notify the debtors (third parties) of the assignment. The buyer shall then store the goods free of charge for Nosor Baladna GmbH. The buyer then shall not be authorized to transfer the goods by way of security or to pledge the goods.

(3) Nosor Baladna GmbH undertakes to release the securities to which it is entitled upon request of the buyer, insofar as their value exceeds the claims to be secured by more than 20% and insofar as these claims have not yet been settled. The value of the goods under retention of title is calculated according to the respective purchase price.

(4) The seller is entitled to assert the retention of title rights without withdrawing from the contract. If the purchased item is inseparably mixed with other items not belonging to the seller, Nosor Baladna GmbH acquires co-ownership of the new item in proportion of the value of the purchased item to the other mixed items at the time of mixing. The handover of goods is replaced by the fact that the buyer keeps the goods for Nosor Baladna GmbH free of charge.

(5) In cases of the purchase price claim being jeopardized (e.g. in the case of cessation of payments, application for or opening of insolvency proceedings) or late payments of more than 30 days, the seller is entitled to claim the delivered goods without a further deadline as a precautionary measure. To enforce its ownership, the seller is entitled to pick up the delivered goods. The buyer hereby grants authority to enter the buyer’s business premises during usual business hours. The buyer expressly agrees to the seller taking possession of these good. Such actions shall be deemed a rescission of the contract only if seller expressly gives notice to such effect.

(6) If insolvency proceedings are filed regarding the assets of the buyer and the application is not withdrawn within two weeks or if such proceedings, whether provisional or final, are opened, the power of resale and further process shall be revoked. In such case it shall be deemed revoked at the date of application for insolvency proceedings. The seller is entitled to remove the goods subject to retention of title on the basis of proof of retention of title and to collect and utilize any claims the buyer may have already obtained through a resale or further processing of the goods. The buyer must immediately disclose to the seller and to his own customers any such claims. In case of default, the buyer is also liable for damages. The seller hereby objects to the right of the relevant insolvency administrator to sell off or monetarize the goods.

 

6 Defects

(1) The buyer must check the goods immediately upon receipt to see if they confirm to the contractual agreements. Complaints must be made immediately in writing (by e-mail or fax) or by telephone. In case of perishable goods (fruits and vegetables, delicatessen, fresh meat, frozen foods, etc. fresh goods) and missing quantities notification must be given immediately via phone, but no later than 24 hours after delivery of the goods or discovery of the defect. In all other cases notification must be given within 2 days. When picking up the goods, the buyer shall inspect them immediately and obvious defects must be asserted immediately. In the case of initially unrecognizable defects, the aforementioned periods shall apply accordingly, calculated from the date of their discovery. If the buyer fails to notify the seller timely and correctly, the goods shall be deemed to have been approved, unless the quantity or condition obviously deviates so significantly from the order that it is obvious that a buyer would not approve these goods. Claims by the buyer are also excluded if the goods have been improperly altered, treated, stored, processed or re-processed by the buyer upon delivery, unless the buyer proves that the defects claimed are not based thereon.

(2) The seller is liable for defects  and may provide supplementary performance, i.e. by either substituting the defective goods or, if possible, by repairing the goods free of charge. The Buyer may, at his discretion, demand a reduction of the purchase price or withdraw from the contract if seller fails twice in providing  supplementary performance or if the provision of supplementary performance is impossible or is unreasonably delayed or if the seller has refused to perform. In addition, in this case the buyer may claim damages subject to the limitations in section 7 of these conditions, unless the seller is not responsible for the defect.

(3) The statutory provisions apply instead of the preceding clause (2), if the buyer had to take back goods that were resold to a consumer within the meaning of § 13 BGB (consumer goods) as a result of their defects or if the consumer has successfully and rightfully claimed a reduction of the purchase price due to such defect.

(4) In the cases of clause (2), the returning of goods requires a prior agreement with the competent authority designated by the seller or with the employees expressly authorized for this purpose.

(5) All claims derived from the defectiveness of the goods, including any claims for damages, lapse twelve months after the transfer of risk, except in case of gross negligence and claims for compensation for damage to life, limb or health. This also applies to any competing congruent claims for compensation arising from non-contractual liability. This does not apply in cases of claims by consumers within the meaning of § 13 BGB for goods sold to such consumer (consumer goods). In such cases § 479 BGB applies.

(6) If, for reasons for which he is not responsible, the seller does not receive correctly or in time the delivery of a subcontractor despite having secured proper and adequate coverage prior to the conclusion of the contract with the buyer and according to the quantity and quality agreed upon with the buyer (congruent cover transaction), or in cases of events of force majeure of significant duration (i.e. with a duration of longer than 14 calendar days), the seller will inform the buyer immediately in writing or in text form. In this case, the seller is entitled to postpone the delivery for the duration of the aforementioned obstructions. If such obstruction is not merely temporary, the seller may withdraw in whole or in part from the contract insofar as he has fulfilled the aforementioned obligation to inform the buyer and insofar as he has not assumed risk or procurement or has guaranteed delivery. Force majeure includes strikes, lockouts, official interventions, shortages of energy and raw materials, shortages of transport capacity or other transportation hindrances that the seller is not responsible for, other hindrances in the course of the seller’s performance that the seller is not responsible for (e.g. due to fire, water and machine damage) and all other obstructions that objectively have not been caused by the seller.

 

7 Liability

Claims for damages are excluded for all damages other than damages on the goods themselves, except in cases of damages due to intent, gross negligence, culpable breach of essential contractual obligations, liability under the German product liability law, the assumption of a guarantee or the causation of a damage from the injury of life, body or health. In case of a culpable breach of essential contractual obligations, the seller is only liable for the contractually typical, reasonably foreseeable damage. Significant contractual obligations within the meaning of the above sentence are those obligations which (a) protect the essential legal positions which the contract was intended to grant to the seller, as well as such obligations (b) whose fulfillment are indispensable for the execution of the contract and whose fulfillment the buyer regularly expects and may expect.

 

8 Data Storage

(1) The seller is entitled within the framework of the German Federal Data Protection Law to store the personal data of the buyer, as far as it is necessary for the performance of the contractual obligations. These data are kept strictly confidential.

(2) The buyer acknowledges and agrees that the seller may use the contact data of the buyer including fax number and email at any time for a communication with the buyer. This expressly includes postal or electronic promotional information of the seller. The data will not be shared with third parties. The buyer may withdraw his consent in the use of the data for advertising purposes at any time. Detailed information regarding the seller’s data protection policy can be found in the written data protection policy of the seller, which can also be accessed here: https://www.nosorbaladna.com/data-protection/.

 

9 Other

(1) The inclusion and interpretation of these conditions as well as the conclusion and interpretation of the legal transactions with the buyer are governed solely by the law of the Federal Republic of Germany under exclusion of the UN Sales Convention.

(2) The place of performance for all obligations arising directly or indirectly from the contractual relationship, including the obligation to pay, is Grevenbroich. Place of jurisdiction according to § 29 Abs. 2 ZPO is Grevenbroich, provided the buyer is an enterprise, a legal entity or a special public fund.