MAdoSI GmbH

Sanderstraße 1

77731 Willstätt / GERMANY

Tel.: +49 (0) 785 - 293 679 20

Fax: +49 (0) 785 - 293 679 29

 

info@MAdoSI.com

General sales terms and delivery conditions

 

§ 1 Field of application

(1) These conditions of sale apply exclusively to entrepreneurs, legal persons of public law or public service fund according to section 310, par-agraph 1 BGB (German civil code, hereinafter called BGB). We only rec-ognize other terms and conditions in case they differ from ones agreed with the customer, if we expressly agreed in writing.

(2) These conditions of sale apply to all future transactions with the customer, in case similar legal transactions are established.

 

§ 2 Order and contract conclusion

All orders shall be accepted within two weeks, if order is according to sec-tion 145 BGB.

 

§ 3 Provided documents

We retain property rights and copyrights of all documents provided to pur-chaser. These documents should not be made availble to third parties, un-less agreed with customer in written form. If we don’t accept offer of pur-chaser within given time line expressed in § 2, these documents shall be returned to us immediately.

 

§ 4 Prices and payment

(1) Unless otherwise agreed in writing, our prices are ex-works excluding packaging and sales taxes. Cost of packaging will be invoiced separately.

(2) Payment has to be settled on one of specified accounts. Discounts are only granted if specifically agreed in writing..

(3) Payment has to be settled within ten days after delivery unless otherwise agreed. Late payments are charged with interest from the re-quired day until the actual date of payment at the rate of 8.00% per annum over the current base rate. We reserve the right to assert a higher rate..

(4) Unless prices are fixed, reasonable price changes may apply in case of changes in wages, material and distribution costs for supplies occur 3 months or later after conclusion of the contract.

 

§ 5 Set-off and retention of goods

The buyer shall be entitled to set off only if counter-claims are legally con-firmed or are undisputed. The authorized buyer is allowed to retain goods only if his counter-claim applies on same contractual agreement.

 

§ 6 Delivery time

(1) Beginning of delivery requires a proper performance of the buyer’s obligations. Objection of the outstanding contract shall be reserved.

(2) If the buyer fails acceptance or violates his duties of cooperation, then we are entitled to the claim of damage, including extra expenses and re-placing costs. We reserve further claims. If above mentioned shall apply, risk of accidental deterioration of goods pass on to the customer whenever the default of the debtor and the acceptance initiated.

(3) Our liability shall be limited for illegal acts, unless for damage resulting in loss of life, body or health.

(4) We are entitled to deliver goods in parts. This does not apply if a part of delivery cannot be invoiced separately. For partial deliveries, we are entitled to issue separate invoices.

 

§ 7 Passing of risk with delivery

If purchased goods are requested to be delivered to buyer, risk of acci-dental destruction or deterioration of goods shall pass over to buyer after goods have left factory / warehouse. This applies regardless from where delivery is conducted and regardless which party bears freight costs.

 

§ 8 Reservation of proprietary rights

(1) We retain ownership of purchased and delivered goods until payment of all submitted invoices and claims have been settled. This applies also to all future deliveries, even if not always explicitly mentioned. We are enti-tled to take goods back if buyer behaves contrary to contract.

(2) The buyer is obligated to treat purchased goods carefully, as long as property has not been transferred to him yet.. As long as the property has not been transferred yet, the purchaser has to inform us immediately in writing, if the purchased goods are subject to distraint or to third parties.. If third party is unable to reimburse judicial and extrajudicial costs of a claim, acc. to paragraph 771 ZPO (German Code of Procedure), the buyer is lia-ble for all resulting losses.

(3) The buyer shall be entitled to sell purchased goods, which are still subject to reservation, in ordinary course of business. The outstanding money of the customer for reserved goods shall be paid to us by the buyer via total invoice (including VAT). Assignment shall apply regardless goods are sold without or after processing. The buyer shall be entitled to collect debts even after assignment. Our right to collect claims ourselves shall remain unaffected. But we will not collect claims, as long as the buyer's payment obligations are being met by ongoing revenues, if buyer is not in

default and in particular if no insolvency is filed for nor cessation of payments applies..

(4) Processing or transformation of goods by the buyer shall always be conducted in our name. In this case, remainder on processed goods shall still apply to the buyer.. In case purchased goods shall be processed with other materials which don’t belong to us, we shall acquire ownership of new product in relation to objective value of our goods to other processed goods at the time of processing. The same shall apply in case of mixing. If mixing is done in such way that goods of buyer remain main object, as agreed, the buyer shall transfer proportionally ownership to us, represent-ing for us resulting sole ownership or joint ownership.

(5) We commit ourselves to release our securities on request of the buyer if value exceeds the secured claims by more than 20%.

 

§ 9 Complaint, warranty and recourse (of manufacturer)

(1) Acc. to 377 HGB (German Commercial code) a warranty claim of the buyer requires that notice and examination of defect have been applied for properly. In the case of failed delivery of frozen meat and frozen meat products, the buyer shall inform us in writing about defects or deficiencies within 24 hours after delivery.

(2) Warranty claims shall become time-barred 12 months after delivery of purchased goods to buyer. This shall not apply in case of § 479, para-graph 1 BGB (regress). A possible return of goods is subject to our con-sent..

(3) If, despite all careful handling of delivered goods, defects occur, which happened before risk passed on, we shall be entitled to decide whether we repair the defect or replace product after having received correct complaint on time. There shall be appropriate time for subsequent fulfillment. Re-course claims remain unaffected by above mentioned without any re-strictions.

(4) If subsequent performance fails, the buyer can step down from contract or reduce payment – irrespective of any claims for damages.

(5) Warranty claims shall not apply for minor deviation from agreed condition, for minor damnification of use, wear and tear or abrasion as with damages appearing after delivery due to faulty or negligent treatment, ex-cessive strain, unsuitable equipment or special external influences, which are not specified in contract.. If buyer or third party shall make changes, no warranty can be claimed, this applies also for all resulting consequences.

(6) Claims of the buyer to settle necessary expenses for supplementary performance, in particular transport, travel, labor and material costs, are excluded in case expenses increase if purchased goods have to be trans-ported to a different place than the buyer’s premises, unless transfer is for intended use.

(7) We are only subject to any recourse claims if buyer has no legally binding agreements with his customer which go beyond warranty claims. The buyer’s recourse claim to the supplier is subject to paragraph 6.

 

§ 10 Miscellaneous

(1) This Agreement and all legal relations of parties shall be construed and enforced in accordance with the Laws of Federal Republic of Germany ex-cluding CISG. For all translations, original text in German of our Terms and Conditions applies..

(2) Place of performance and exclusive jurisdiction for all disputes arising from this contract is our business office, unless order confirmation indi-cates otherwise.

(3) The invalidity of any of these Conditions or part thereof will not affect the validity of the other part provision or the remaining conditions which will remain in full force and effect. The parties commit themselves to make such legally permissible arrange-ments instead of ineffective regulation to meet economic purpose, or to fill this gap.

(4) We reserve the right to amend terms and conditions. These changes apply with announced date.