Terms of service

General terms and conditions of sale of LIFEBRANDS Natural Food GmbH for business with entrepreneurs

As of June 2021

1. General | Scope

(1) These General Terms and Conditions of Sale (“GTC”) apply to all our business relationships with our customers (“Customers”) if the customer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.

(2) The General Terms and Conditions apply in particular to contracts for the sale and/or delivery of movable items (“goods”), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the General Terms and Conditions in the version valid at the time of the customer's order and available on our website also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

(3) Our general terms and conditions apply exclusively. Differing, conflicting or supplementary general terms and conditions of the customer will only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This consent requirement applies in all cases, for example even if we carry out the delivery to the customer without reservation despite being aware of the customer's general terms and conditions.

(4) References to the validity of legal regulations only have clarifying meaning. Even without such clarification, the statutory provisions apply unless they are directly changed or expressly excluded in these General Terms and Conditions.

2. Offer | Conclusion of contract

(1) Our offers are subject to change and non-binding unless they are expressly marked as binding or contain a specific acceptance period. Orders from the customer are binding for them. Acceptance takes place either in writing, in text form or through delivery of the goods. In case of doubt, the prices mentioned are net prices plus the applicable statutory sales tax.
The following minimum purchase quantities apply in the delivery business: The minimum order value is €500.00 net for goods per delivery. If the minimum order value is not reached, we reserve the right not to carry out the order or to only carry it out if the customer is prepared to pay the associated expenses.

(2) The contract concluded in accordance with these General Terms and Conditions is the only decisive factor for the legal relationship between us and the customer. This fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Our oral promises before entering into this contract are legally non-binding and oral agreements between the contracting parties are replaced by the written or textual contract.

(3) Additions and changes to the agreements made, including these General Terms and Conditions, must be made in writing to be effective. To maintain the written form within the meaning of these General Terms and Conditions, transmission by fax or email is sufficient, provided that a copy of the signed declaration is sent.

(4) Our information on the subject of the delivery (e.g. shapes, weights, dimensions) as well as our representations of the same (e.g. drawings and illustrations) are only approximately relevant, unless the usability for the contractually intended purpose or for legal reasons requires exact conformity. They are not guaranteed characteristics, but rather descriptions or labels of the delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of individual elements with equivalent elements, are permitted as long as they do not impair the usability for the contractually intended purpose.

(5) We reserve the ownership and/or copyright to all offers and cost estimates made by us as well as drawings, illustrations, calculations, brochures, catalogues, models and other documents and aids made available to the customer. The customer may not make these items, either as such or in terms of content, accessible to third parties, disclose them, use them or reproduce them themselves or through third parties without our express consent. At our request, he must return these items to us in full and destroy any copies that may have been made if they are no longer required by him in the normal course of business or if negotiations do not lead to the conclusion of a contract.

(6) If requested, we will provide you with data in accordance with the Food Information Ordinance (LMIV data) on the goods - if we have them. This is voluntary, revocable at any time and free of charge. There is no right to transmission. We cannot guarantee that the LMIV data is correct, complete or up-to-date. Depending on the type of intended use, we recommend checking the data beforehand if necessary. However, we are liable in accordance with legal regulations if there is an injury to life, body or health for which we are responsible or if we can be accused of intent or gross negligence.

3. Prices | payment

(1) Prices are calculated in EURO unless another currency is expressly agreed upon.

(2) The prices apply to the agreed scope of services and delivery. Unless otherwise agreed, prices are net ex warehouse. Other delivery conditions, additional or special services will be charged separately.

(3) Unless otherwise agreed, the prices in our price lists valid at the time the contract is concluded plus statutory sales tax apply ex warehouse. If the agreed prices are based on our price lists and delivery is not to take place until more than four months after the conclusion of the contract, our list prices valid upon delivery apply.

(4) The return and disposal of packaging and empty containers are not included in the prices and will be charged separately.

(5) Invoice amounts are due and payable without any deductions within fourteen (14) days of receipt of the invoice, unless otherwise agreed in writing. The decisive factor for the date of payment is the unconditional receipt of the payment by us. If the customer does not pay when due, the customer will be in default upon expiry of the aforementioned deadline without the need for a separate reminder. In the event of late payment, we are entitled to demand default interest of 9% p.a. above the applicable base interest rate. The assertion of higher interest and further damages in the event of default remains unaffected.

(6) Our employees, especially in the field, are not authorized to accept payments.

(7) The customer is only entitled to offsetting or retention rights to the extent that his claim has been legally established or is undisputed.

(8) We are entitled to carry out or provide outstanding deliveries or services only against advance payment or security if, after conclusion of the contract, we become aware of circumstances which are likely to significantly reduce the customer's creditworthiness and which endanger the payment of our outstanding claims by the customer from the respective contractual relationship.

(9) The assignment of the customer's claims from the business relationship with us is excluded without our written consent; § 354a HGB remains unaffected.

(10) If it becomes apparent after conclusion of a contract (e.g. through an application to open insolvency proceedings) that our claim to the purchase price is jeopardized by the customer's inability to pay, we are entitled in accordance with the statutory provisions to refuse performance and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB). In the case of contracts for the production of unreasonable items (custom-made items), we can declare withdrawal immediately; The legal regulations regarding the dispensability of setting a deadline remain unaffected.

4. Delivery | Delivery time

(1) Deliveries are made ex warehouse, which is also the place of fulfillment for the delivery and any subsequent fulfillment. At the customer's request and expense, the goods will be sent to another destination (shipment purchase see section 5). Unless otherwise agreed, we are entitled to determine the type of shipment ourselves (in particular the transport company, shipping route, packaging).

(2) The risk of accidental loss and accidental deterioration of the goods passes to the customer upon handover at the latest. However, when purchasing by mail order, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay passes to the freight forwarder, the freight carrier or the person or institution otherwise designated to carry out the shipment upon delivery of the goods (see Section 5).

(3) If the customer defaults on acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the customer is responsible, we are entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs). For this we charge a flat rate compensation of EUR 50.00 per calendar day, starting with the delivery period or - in the absence of a delivery period - with the notification that the goods are ready for dispatch. During storage, we are only liable for damage caused by intent and gross negligence.
Proof of greater damage and our legal claims (in particular reimbursement of additional expenses, appropriate compensation, termination) remain unaffected; However, the flat rate must be offset against further monetary claims. The customer is permitted to prove that we suffered no damage at all or only incurred significantly less damage than the above flat rate.

(4) Deadlines and dates for deliveries and services announced by us are always only approximate, unless a fixed deadline or date has been expressly promised or agreed. If shipping has been agreed, delivery times and delivery dates refer to the time of handover to the freight forwarder, freight carrier or other third party commissioned with the transport.

(5) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we will inform the customer immediately and at the same time inform 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 immediately reimburse any consideration already provided by the customer. A case of non-availability of the service in this sense applies in particular to failure to deliver on time by our supplier if neither we nor our supplier are at fault or if we are not obliged to procure in the individual case.

(6) We can - without prejudice to our rights arising from the customer's default - demand from the customer an extension of delivery and service deadlines or a postponement of delivery and service dates by the period in which the customer does not fulfill his contractual obligations to the seller.

(7) We assume no liability for the impossibility of delivery or for delays in delivery to the extent that these are due to force majeure or other events that were not foreseeable at the time the contract was concluded (e.g. operational disruptions of all kinds, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, lack of workers, energy or raw materials, difficulties in obtaining necessary official documents Approvals, official measures or the missing, incorrect or late delivery by suppliers) and we are not responsible for them. If such events make delivery or service significantly more difficult or impossible for us and the hindrance is not only temporary, we are entitled to withdraw from the contract. In the event of temporary obstacles, the delivery or service deadlines are extended or the delivery or service dates are postponed by the period of the hindrance plus a reasonable start-up period. A temporary period in the aforementioned sense occurs if a period of two (2) months is not exceeded. If the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he can withdraw from the contract by immediately notifying us in writing.

(8) If we are in default with a delivery or service, the customer is entitled and obliged to give us a reasonable grace period in writing, which is at least fourteen (14) days. If this period has expired without result, the customer can withdraw from the contract.

(9) Unless otherwise agreed, we are entitled to make partial deliveries if

• the partial delivery can be used by the customer within the scope of the contractual intended purpose,
• delivery of the remaining ordered goods is ensured and
• The customer will not incur any significant additional effort or additional costs as a result (unless we agree to assume these costs).

(10) If we are in default with a delivery or service or if a delivery or service is impossible for us, regardless of the reason, liability is limited to compensation in accordance with Section 8 of these General Terms and Conditions.

5. Shipping | Packaging | Transfer of risk | acceptance

(1) The shipping method, shipping route and packaging are subject to our discretion in the absence of specific written agreements in this regard. For packaging manufactured on behalf of the customer, there may be excess or short deliveries of up to 10% due to production reasons; These excess or short deliveries do not constitute a defect and must be accepted by the customer.

(2) The customer shall bear the shipping costs from warehouse and the costs of any transport insurance requested by the customer unless otherwise agreed in writing. If we do not invoice the transport costs actually incurred in the individual case, a flat rate transport cost (excluding transport insurance) applies. 100.00 EUR per pallet as agreed. The customer is responsible for any customs duties, fees, taxes and other public charges. If free or freight-free delivery has been agreed, the customer bears the costs that arise as a result of the delivery being made via a detour or with the help of other transport companies through no fault of our own.

(3) The risk is transferred to the customer at the latest when the delivery item is handed over (the start of the loading process is decisive) to the freight forwarder, freight carrier or other third party designated to carry out the shipment. This also applies if partial deliveries are made or we have taken on other services, or if free or freight-free delivery has been agreed or if we carry out the transport ourselves. If shipping or handover is delayed due to a circumstance caused by the customer, the risk passes to the customer from the day on which the delivery item is ready for shipment and we have notified the customer of this.

(4) We will only insure the shipment against theft, breakage, transport, fire and water damage or other insurable risks at the customer's express request and at his own expense.

6. Pro-relationships

(1) If food control authorities or other institutions that are authorized to do so by law take samples from the goods we have delivered to the customer, the customer must ensure that the respective inspector leaves behind a sealed counter sample for each sample and issues a written confirmation of the sampling. The customer is then obliged to store the counter sample properly and for as long as possible, to inform us immediately about the test relationship and to send us a copy or a copy of the sample taking certificate.

(2) If there is a defect in an individual item from a complete delivery that restricts or prevents the marketability of the goods under food law, the customer is obliged to check by suitable samples whether the defect identified is an individual case or whether there is a production or treatment error that covers the entire batch. The customer is also obliged to check the delivered goods to see whether there is a discrepancy between the declaration and the delivered goods. If the customer discovers a deviation from the declaration or a defect during delivery that restricts or excludes the marketability of the goods under food law, he is obliged to inform us immediately of the defectiveness of an entire batch. We are entitled to charge the customer for damages resulting from failure to report.

7. Warranty | Material defects

(1) The basis of our liability for defects is primarily the agreement made regarding the quality of the goods. All product descriptions and manufacturer information that are the subject of the individual contract or that were made public by us (particularly in catalogs or on our Internet homepage) at the time the contract was concluded are deemed to be an agreement on the quality of the goods. If the quality has not been agreed, it must be assessed according to the statutory regulations whether there is a defect or not (Section 434 Paragraph 1 Sentence 2 and 3 BGB). However, we assume no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements) that the customer has not pointed out to us as being decisive for his purchase.

(2) In principle, we are not liable for defects that the customer knows about when the contract is concluded or is not aware of due to gross negligence (§ 442 BGB). Any claims for defects do not apply in the event of insignificant deviations from the agreed quality or in the event of only insignificant impairment of usability. Deviations of the ordered or delivered goods from the order, particularly with regard to material and design, color and/or weight, do not constitute a defect within reason. There may be color differences between presentations and items, which also do not constitute a defect. Only genuine samples are binding. The customer's claims for defects will only be considered if the customer can prove that the cause of the defect already existed at the time of transfer of risk.

(3) Furthermore, the customer's claims for defects presuppose that he has complied with his statutory inspection and notification obligations (§§ 377, 381 HGB). In the case of goods intended for further processing, an inspection must always be carried out immediately before processing. If a defect becomes apparent during delivery, inspection or at any later time, we must be notified of this immediately in writing. In any case, obvious defects must be reported in writing within 3 calendar days of delivery and defects that are not apparent upon inspection must be reported in writing within the same period of discovery. This also applies in the event of internal blocks, recalls or public warnings regarding the goods we deliver. If the customer fails to properly inspect and/or report defects, our liability for the defect not reported or not reported in a timely or improper manner is excluded in accordance with statutory provisions.

(4) Complaints and complaints must be made to us - complaints and complaints against third parties, such as sales representatives or transporters, do not constitute formal and timely complaints or complaints.

(5) At our request, the goods complained about must be returned to us freight prepaid. If the complaint is justified, we will reimburse the cost of the cheapest shipping route; This does not apply if the costs increase because the goods are at a location other than the agreed delivery location.

(6) If legitimate material defects in the delivered goods are notified to us in a timely manner, we are entitled, at our discretion, within a reasonable period of time, to take back the defective goods and replace them with goods in accordance with the contract or, if possible and reasonable for the customer, to repair the delivered goods. We are entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer is entitled to withhold a portion of the purchase price that is appropriate in relation to the defect. In the event that we carry out a repair or a replacement delivery, the provisions in paragraphs 4 and 5 apply accordingly. In the event of failure, i.e. the impossibility, unreasonableness, refusal or unreasonable delay of the repair or replacement delivery, the customer can withdraw from the contract or reduce the purchase price appropriately.

(7) The customer's claims for damages or reimbursement of wasted expenses, even in the event of defects, only exist in accordance with Section 7 and are otherwise excluded.

8. Liability for damages due to negligence

(1) Unless otherwise stated in these General Terms and Conditions, including the following provisions, we are liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

(2) We are liable for damages - regardless of the legal basis - within the scope of liability for intent and gross negligence. In the event of simple negligence, we are only liable, subject to statutory liability limitations (e.g. care in our own affairs; insignificant breach of duty).
a) for damages resulting from injury to life, body or health,
b) for damages resulting from the breach of an essential contractual obligation (obligation, the fulfillment of which is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); In this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.

(3) The limitations of liability resulting from paragraph 2 also apply to third parties and to breaches of duty by persons (including for their benefit) for whose fault we are responsible in accordance with statutory provisions. They do not apply if a defect was fraudulently concealed or a guarantee was given for the quality of the goods and for customer claims under the Product Liability Act.

(4) Due to a breach of duty that does not consist of a defect, the customer can only withdraw or terminate the contract if we are responsible for the breach of duty. The customer's free right of termination (in particular in accordance with Sections 650 and 648 of the German Civil Code) is excluded. Otherwise, the legal requirements and legal consequences apply.

9. Limitation period

(1) Deviating from Section 438 Paragraph 1 No. 3 BGB, the general limitation period for claims arising from material and legal defects is one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.

(2) The above limitation periods of the sales law also apply to contractual and non-contractual claims for damages by the customer that are based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. The customer's claims for damages in accordance with Section 8 Paragraph 2 Sentence 1 and Sentence 2 (a) as well as under the Product Liability Act expire exclusively according to the statutory limitation periods.

10. Retention of title

(1) We reserve title to the goods sold until all of our current and future claims from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.

(2) The goods subject to retention of title may neither be pledged to third parties nor assigned as security until the secured claims have been paid in full. The customer must notify us immediately in writing if an application is made to open insolvency proceedings or if third parties access (e.g. seizures) the goods belonging to us.

(3) If the customer behaves in breach of contract, in particular if the purchase price due is not paid, we are entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of retention of title. The request for release does not also include a declaration of withdrawal; Rather, we are entitled to simply demand return of the goods and reserve the right to withdraw from the contract. If the customer does not pay the purchase price due, we may only assert these rights if we have previously unsuccessfully set the customer a reasonable deadline for payment or if such a deadline is unnecessary according to legal regulations.

(4) Until revoked in accordance with (c) below, the customer is authorized to continue to sell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions also apply.
(a) The retention of title extends to the products created by processing, mixing or combining our goods at their full value, whereby we are considered the manufacturer. If third-party goods remain subject to ownership rights when processed, mixed or combined with goods, we acquire co-ownership in proportion to the invoice value of the processed, mixed or combined goods. Otherwise, the same applies to the resulting product as to the goods delivered under retention of title.
(b) The customer hereby assigns to us as security the claims against third parties arising from the resale of the goods or the product in full or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The customer's obligations stated in paragraph 2 also apply with regard to the assigned claims.
(c) The customer remains authorized to collect the claim alongside us. We undertake not to collect the claim as long as the customer meets his payment obligations to us, there is no defect in his ability to perform and we do not assert the retention of title by exercising a right in accordance with paragraph 3. However, if this is the case, we can demand that the customer inform us of the assigned claims and their debtors, provide all the information required for collection, hand over the associated documents and inform the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the customer's authority to further sell and process the goods subject to retention of title.
(d) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the customer's request.

11. Final provisions

(1) If the customer is a merchant, a legal entity under public law or a special fund under public law or if he does not have a general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all possible disputes arising from the business relationship between us and the customer is, at our discretion, Hamburg or the customer's registered office. In these cases, however, Hamburg is the exclusive place of jurisdiction for lawsuits against us. Mandatory legal provisions regarding exclusive places of jurisdiction remain unaffected by this regulation.

(2) The relationships between us and the customer are subject exclusively to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) does not apply.

(3) If the contract or these General Terms and Conditions contain gaps in the regulations, the legally effective regulations that the contractual partners would have agreed on in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions are deemed to have been agreed to fill these gaps if they had known about the gap in the regulations.