Terms & conditions for customers and suppliers
Famobra GmbH - Terms & conditions
§ 1 Validity
These terms and conditions of sale and delivery apply between the Parties, hereinafter referred to as the Vendor and the Purchaser, for quotes, sales and deliveries unless otherwise agreed in writing.
§2 Quotes and Orders/Invoices
The final agreement is entered into when the Vendor has confirmed the order, either orally or in writing. Catalogues, brochures, price lists etc., and information on product dimensions, weight and characteristics, should be obtained from the Purchaser before ordering the goods. Such information is indicative only and is only binding for the Vendor when explicitly stated on the order confirmation or invoice. The Vendor assumes no responsibility for any errors or information provided by the supplier and enclosed with the products This applies to any type of sales material, descriptions etc.
All sales are at the agreed prices in accordance with the price list. Prices are listed excluding VAT, unless otherwise stated. The Purchaser carries taxes of any kind, including import and export levies and customs if not agreed otherwise. Prices are subject to increases from suppliers. Any specified tariffs are not binding on the Vendor. Any changes in taxes of any kind, including import and export levies and customs implemented after the Vendor's order confirmation are irrelevant to the Vendor and payment is incumbent on the Purchaser. Based on these changes, the Vendor may change his prices at any time.
Payments must be made no later than the due date on the invoice. If a due date is not specified, payment must be made in cash on the invoice date. If delivery is delayed due to the Purchaser's circumstances, the Purchaser must – unless notified in writing by the Vendor – pay the Vendor as if the delivery had been made on time. If payment is made after the due date, the Vendor is entitled to charge interest on the outstanding debt at 6% per month or part thereof. Interest is calculated from the due date. SEPA payments will be announced one day before being deducted from the Purchaser's account. The Purchaser is not entitled to offset a counterclaim against a Vendor, which has not been validated in writing by the Vendor, nor is the Purchaser entitled to withhold any part of the purchase price due to counterclaims of any kind. Discounts of any kind are offered only on condition of timely payment.
§5 Reservation of Title
The agreed reservation of title serves to ensure that all existing current and future receivables on the part of the Vendor based on this supply agreement between the Parties (including payments from current accounts limited to this supply relationship). Goods delivered from Vendor to Purchaser remain the property of the Vendor until all the Vendor's receivables have been paid in full. The product, and the product replacing the original one according to the following provision and covered by the reservation of title, is hereinafter referred to as the "proviso product". The Purchaser stores the proviso product for the Vendor free of charge and securely. The Purchaser is entitled to process and sell the proviso product until it is reutilized in regular commerce. Pledging and security transfers are not permitted. If the proviso product is processed by the Purchaser, the Parties agree that the processing is carried out in the Vendor's name and at his expense as a manufacturer, and the Vendor is awarded ownership or co-ownership of the proviso product at the retail value of the new product if processing is performed using materials from other owners or if the value of the processed product is greater than the value of the proviso product. Unless there is any such acquisition of property from the Vendor, the Purchaser immediately assigns future property or, in the aforementioned conditions, the coownership to the new product as security to the Vendor. If the proviso product is assembled into a single unit using other parts or is combined inseparably, and if one of the other parts are considered the main part and if said main part belongs to him, the Vendor assigns his co-ownership of the new item to the Purchaser. If the proviso product is resold, the Purchaser immediately waives any arisen receivables to the Vendor as security – the Vendor's co-ownership of the proviso product corresponding to the co-ownership share. The same applies to additional claims superseding the proviso product or arising in relation to the proviso product, e.g. insurance claims or claims arising out of offences in connection with losses or destruction of property. The Vendor assigns a revocable right to the Purchaser to collect the remaining receivables in his own name. The Vendor may only revoke this collection agency if the product is to be reutilized. If a third party assumes ownership of the proviso product, in particular by pledging, the Purchaser immediately refers to the Vendor's property and notifies the Vendor accordingly, allowing him to assert his property rights. If a third party is not able to compensate the Vendor for the judicial or extrajudicial costs, the Purchaser is liable to the Vendor. If the proviso product's value exceeds secured receivables by 20% or more, the Vendor releases the proviso product and any items or receivables in lieu of it. The Vendor decides which items are to be released. If the Purchaser acts in violation of this agreement, in particular by delaying payment of receivables, the Vendor is entitled to withdraw the proviso product. In this connection, transport costs are paid by the Purchaser. If the Purchaser withdraws or pledges the proviso product, his withdrawal is considered a withdrawal from the agreement. The Purchaser is entitled to reutilize any proviso products he has withdrawn.
Delivery is carried out by agreement between the Parties. The delivery date stated on the invoice is binding on the Vendor unless subsequently agreed otherwise. The Purchaser is responsible for checking the product upon receipt and making the necessary staff available for unloading. Any costs in connection with waiting to unload at the Purchaser's address or other desired location of delivery are charged to the Purchaser. Similarly, the Purchaser covers the costs associated with not receiving the products at the agreed time. If a delay in delivery is due to the Vendor being in a situation as described in article 7, the delivery date is postponed correspondingly, as both Parties are entitled to terminate the agreement without liability if the cause of the delay has persisted more than three months. This provision applies regardless of whether the cause of the delay occurs before or after the agreed delivery time has expired. In such cases, the Vendor must immediately notify the Purchaser of any changes in delivery time. Under no circumstances is the Purchaser entitled to damages for direct or indirect losses resulting from delays.
§7 Force majeure
The Vendor is not liable for non-performance of obligations due to force majeure, including war, riots, civil unrest, government or local authority intervention, strike, blockade or lockout, export or import bans, natural disasters or adverse weather conditions, fire, labor or energy shortages or any other reason that is beyond the Vendor's control and which is likely to impede his obligations. This force majeure clause is valid regardless of whether the obstacles to fulfilment affect the Vendor or one of his subcontractors or hauliers.
§8 Order cancellations or modifications
Any cancellation or modification of orders, including changes in specifications, quantity and delivery time, must be agreed in writing individually. Costs associated with cancelling or modifying of orders are paid by the Purchaser.
§9 Product Liability
The Vendor's product liability can never exceed EUR 5 million per case and EUR 10 million in total.
All goods are sold without any kind of guarantee, unless otherwise agreed in writing.
§11 Trademark rights
It is the Purchaser’s sole responsibility where he sells the merchandise; the seller and its agent have no influence on this. The seller wishes to emphasize that the custom status of the goods does not imply the trademark rights are exhausted. The buyer should verify himself whether he is entitled to sell the goods in the market where he wishes to sell. The buyer is fully responsible and solely liable for any infringement and will indemnify the seller and its agent for any liability in this respect.
§ 12 No-deposit Bottles and Cans
Bottles and cans wich are meant for export and sold outside Germany are not allowed to be reimported.
§13 Applicable Law and Jurisdiction
German law is applicable. If a disagreement between the Parties arises, any ensuing dispute is settled at the court of Flensburg.
§14 Severability Clause
If one or more terms of these terms and conditions of sale and delivery are or become invalid or ineffective, all other terms and conditions remain in full force and effect.