General terms and conditions
- 1 Validity
(1) All deliveries, services, and offers provided by TILS GmbH (LLC), Marie-Curie-Straße 14-20, 53332 Bornheim (subsequently also referred to as “vendor”), only happen on the basis of these general terms and conditions. These are part of all contracts the vendor concludes with his contracting parties (subsequently also referred to as “client”) regarding the deliveries and services offered by the vendor. They also apply for all future deliveries , services, and offers to the client even if they have not been agreed upon once again.
(2) The client’s or third party’s terms and conditions do not apply even if the vendor does not disagree with them on a case-by-case basis. Even if the vendor is referring to a writing that includes or refers to the client’s or third party’s terms and conditions, this does not mean the vendor consents to the validity of these terms and conditions.
(3) Our general terms and conditions only apply to entrepreneurs according to § 14 in the German Civil Code.
- 2 Offer and conclusion of contract
(1) All of the vendor’s offers are non-binding and without obligation if not being marked otherwise as binding or including a certain term of acceptance. The minimum order quantity is 350 kg. The client’s purchases or orders can be accepted by the vendor within two business days after receiving the purchase or order. The vendor’s acceptance happens through sending out a written order confirmation or the shipping and delivery of the ordered goods at the latest. The client has to adheres to his offer made at the time of order.
(2) The written order confirmation including the general terms and conditions listed here are the only relevant factors within the legal relationship between vendor and client. These fully state all agreements between the contracting parties in regards to the contractual object. Verbal undertakings by the vendor before the conclusion of contract are not legally binding and verbal undertakings by the contracting parties are being replaced by the written contract if they are not automatically assumed to be binding.
(3) Updates and changes of the agreements made including these general terms and conditions require to be available in written form to be effective. The vendor’s employees are not permitted to agree on alternative verbal undertakings. To comply with the written form, transmission by means of telecommunications suffices, especially by fax or email if a copy of the signed statement will be delivered.
(4) Instructions by the vendor regarding the item of delivery or service (e.g. weights) including our presentation of said items (photos) are only roughly definitive. They are not guaranteed characteristic features but merely descriptions or labels of the delivery or service.
- 3 Prices and payment
(1) The prices are in Euro ex works plus sales tax, for export deliveries customs duty as well as other official fees.
(2) Veal is subject to fluctuations in prices. As far as the agreed upon prices are based on list prices, indentures, or product information sheets, the prices only apply within the given period. If the delivery should only be carried out after the period given in the list prices, indentures, or product information sheets, the vendor’s list prices, indentures, or product information sheets effective at point of delivery apply (each less a possible agreed upon percentage or fixed discount). In case the price rises by more than 15%, it is the client’s right to withdraw from the contract at no charge. In case of a withdrawal due to the previously stated reasons, there are no mutual claims arising from this order. If there are no list prices, indentures, or product information sheets present, the prices are negotiated individually.
(3) Invoice amounts are to be paid within 14 days without any deductions if nothing else has been agreed upon in written form. If the client fails to pay when due, 9% interest above the relevant base interest rate per year on the outstanding amounts have to be paid upon due date; the assertion of higher interest rates and further damages in case of delay remain unaffected.
(4) The vendor is entitled to complete or deliver outstanding deliveries or services only upon advance payment or security deposit if he becomes aware of circumstances negatively impacting the client’s credit score after the conclusion of contract that would jeopardize the payment of the vendor’s outstanding amounts by the client from this particular contractual relationship.
- 4 Delivery, quantity, quality, and time of delivery
(1) Delivery shall be made ex works.
(2) The vendor shall be entitled at all times to deliver up to 10% more or less than agreed upon. The delivery of an amount of up to 10% less than agreed upon does not represent a defect in quality.
(3) The quality of the goods shall be in accordance with trade practice if nothing else has been agreed upon on a case-by-case basis and has been confirmed by us in written form.
(4) Deadlines and target dates for deliveries and services promised by the vendor are always considered approximations unless a firm deadline or a firm target date was specifically confirmed or agreed upon (so-called fixed date). As long as dispatch was agreed upon, delivery deadlines and delivery target dates apply to the time of handover to the shipper, carrier or any other third parties assigned for transport. In case of agreement of delivery, the delivery shall be made to the unloading site.
(5) Notwithstanding his rights with respect to defaulting on the client's part, the vendor may ask the client for an extension to terms for delivery and services, or a postponement of delivery and completion deadline by the period of time for which the client fails to meet his contractual obligations with respect to the vendor.
(6) The vendor is not reliable for impossibility of delivery or for delays in delivery in so far as these have been caused force majeure or other events which were not foreseeable at the time of concluding the contract (e.g. operating disruptions of all kinds, difficulties in procuring materials or power, transport delays, strikes, lawful lockouts, workforce, energy or raw materials shortages, difficulties in procuring necessary official approvals, official measures or non-delivery or incorrect or late delivery by suppliers), for which the vendor is not responsible.
(7) Upon the occurrence of any event of force majeure, the contracting parties shall agree on any further action and determine if the non-delivered goods at the time of the end of the event of force majeure shall still be delivered. Notwithstanding this, any of the contracting parties is entitled to withdraw from the affected orders if the event of force majeure still continues 2 weeks after the agreed upon delivery date. The right of each of the contracting parties in the event of prolonged force majeure to terminate the contract remains unaffected.
(8) The vendor is only entitled to partial delivery for goods that are not in stock if
- the partial delivery is suitable for the client within the framework of the contractual stipulation of purpose,
- the delivery of the remaining ordered goods is guaranteed and
- the vendor does not thereby become subject to significant extra or additional costs (unless the vendor accepts to bear such costs).
(9) If the vendor falls behind with a delivery or service or if a delivery or service is impossible for him, for whatever reason this may be, then, the vendor’s liability is limited to compensation in accordance with §8 of these general conditions of delivery.
- 5 Place of fulfillment, delivery, packing, transfer of risks, empties
(1) Unless otherwise stated, place of fulfillment for all obligations arising from the contractual relationship will be Bornheim.
(2) Kind of transport and packing are subject to the obligatory discretion of the vendor.
(3) The risk of accidental loss or deterioration shall automatically pass to the customer with the transfer to the shipper, carrier or any other third parties assigned for transport. This shall also apply in those cases in which consignments are supplied in partial deliveries or the vendor has also agreed to take over delivery or provide delivery himself. If dispatch or handover is delayed due to circumstances whose cause lies with the client, the transfer of risks to the client takes place on the day when the vendor is ready for dispatch and has notified this to the client.
(4) The shipment will be covered against theft, breakage-, transport-, fire- and water risk by the vendor only on demand and cost of the client.
(5) Euro pallets, euro meat crates, and any other shipment containers provided by the vendor, remain in the vendor’s possession. The empties shall be returned in cleaned condition and in conformity with the regulations set forth in the laws on hygiene to the vendor by the client no later than upon the next order. Moreover, after explicit request by the vendor, the return to the vendor’s location by the client shall be free of carriage charges. Any other use of the shipment containers by the client is not allowed. In case the empties are not being returned or are heavily soiled or damaged, the client shall pay compensation. If damaged or heavily soiled empties are being returned, we are entitled to refuse acceptance.
- 6 Cool chain/temperature recorder
(1) An uninterrupted cool chain conforms with the legal provisions. The client undertakes to monitor and record compliance with the cool chain.
(2) The vendor ships his products exclusively with a temperature recorder. The client undertakes to forward the temperature recorder to the vendor upon receiving the goods and to return the temperature recorder.
- 7 Warranty, Obligation to Inspect and Register Complaints
(1) The warranty period shall be one year. This limit does not apply to claims for damages by the client arising from violation of duty or a violation of life, body, or health or from the intentional or negligent breach of vendor or his vicarious agents that become statute-barred in accordance with the legal provisions.
(2) The client or any person appointed by him as recipient is obliged to carefully examine the goods concerning the number of items, weights and packing immediately upon receiving them at the stipulated point of destination or, in cases of pickup by the client upon accepting the shipment.
a) Regarding apparent or other defects that would have been detected upon an immediate and through inspection, the delivered products are seen as approved by the client, if the vendor is not provided with a notice of defects in written form of apparent defects or other defects within 1 business day. In order to safeguard the deadline, the timely dispatch of the report is sufficient here.
b) The client shall randomly conduct a representative quality control and, for such purpose, open the packaging (cartons, foils …) and to check the shape, smell and taste of the goods provided that frozen goods shall be thawed at least on a random basis.
c) Regarding other defects, the delivered products are seen as approved by the client if the vendor is not provided with a notice of defects within 1 business day of appearance of the defect; Would the defect have been detected at an earlier point in time upon normal use, an earlier point in time for the objection period is relevant. Decisive for the deadline adherence, is the timeous posting of the notice of defects.
d) The complaint has to be made to the vendor within the above time limits in written form, by telex or by telefax .The note of defects must indicate clearly the kind and extent of the alleged defect. A note of defects by telephone is not sufficient. Any notice to sales representatives, brokers or agents shall not be valid as well.
e) Complaints in regards to quantity, weight, or packaging of the goods are excluded if the required remarks on the delivery or consignment note, more specifically the receipt of delivery is missing. Moreover, right to object shall cease to exist, when the client has mixed, used or resold the goods delivered or shall have started its processing.
(3) On demand of the vendor, the damaged goods can be sent back to the vendor free of carriage charges. The vendor is obligated to guarantee the compliance with the mandatory cool chain until the point of inspection. Processing of the disputed goods is prohibited.
(4) If the notice of defects is justified, the vendor will reimburse the costs of the cheapest method of dispatch; this does not apply in so far as the costs rise because the item of supply is located somewhere other than the place of use as determined.
(5) In case of material defects in the items supplied the vendor is initially obliged and entitled to repair them or supply replacements according to his choice. In the event of failure, i.e. repair or replacement supply is impossible or unreasonable or in case of refusal or inappropriate delay, the client may withdraw from the contract or reduce the purchase price appropriately.
(6) If the vendor is to blame for a defect, the client may demand compensation under the conditions stipulated in § 8.
(7) Veal is a perishable good. Therefore, the warranty is excluded if a defect is traced back to spoilage and the best-before date has already expired. This does not apply if the best-before date was already expired at the point of transfer in accordance with §5 (3). The best-before date shall be discussed by the contractual parties for each individual product.
(8) Veal has to be cooled continuously until its final processing. Therefore, it is necessary that the cool chain shall not be interrupted. If there is a defect in the goods, traced back to an interrupted cool chain, it is excluded from the warranty if the interruption of the cool chain occurred after transfer of risk in accordance with §5 (3). It is obligated to keep records of cooling in accordance with §6 (1).
- 8 Liability for compensations caused by fault
(1) The vendor's liability for damages, regardless of the legal grounds but in particular due to impossibility, delay, defective or incorrect delivery, contractual infringement, infringement of duties during contract negotiation and action in tort is, in so far as there is a question of blame in each case, limited in accordance with this § 8.
(2) The vendor shall not be liable in the event of simple negligence by the officers of the company, employees or other agents unless a violation of obligations under the contract is involved. Essential contractual obligations include the obligation to deliver and install in a timely fashion goods that are free of essential defects, advisory, protective, custodial and duty of care obligations that enable the client to use the item delivered in the contractually prescribed manner or whose purpose is to protect the lives and health of the client's personnel.
(3) In so far as the vendor is liable for damages on the grounds of and in accordance with §8 (2), this liability is limited to damage which the vendor has foreseen when concluding the contract as a possible consequence of a contractual infringement or which, under consideration of the circumstances, were or should have been known to him or which, by applying due care and attention, he should have foreseen. Indirect loss and consequential damage due to defaults in the delivered object are only liable for compensation if such damage can be typically expected and when the delivered object is used in conformity with its intended purpose.
(4) In the event of liability for simple negligence, the vendor's obligation to make compensation for property damage and personal injury is limited to an amount of EUR 10,000,000.00 million per claim (corresponding to the current cover sum of his product liability insurance or third party insurance), even if this is a case of infringement of obligations essential to the contract.
(5) To the extent to which the liability of the vendor is excluded or limited, this shall apply mutatis mutandis in favor of its committee, legal representatives, and any other of the vendor’s vicarious agents.
(6) In case the client suffers from any damage due to any delays resulting from the vendor’s fault, the client is entitled to claim a compensation for delay. This compensation of delay is limited to the replacement of the foreseeable damage and is 0.4 % per full week of delay but not more than 2.5 % in the aggregate amount of the value of the delayed shipment. Such limitation does not apply in respect of the vendor being liable for willful actions or gross negligence.
(7) Shall it be impossible for the vendor to deliver the goods and the vendor is responsible for the this impossibility, the client has the right to be compensated for the foreseeable damage whereby the clam for damages cannot exceed 2.5 % of the value of the shipment.
(8) The limitations of this §8 do not apply to the vendor's liability on account of deliberate actions, for guaranteed characteristics, on account of injury to life, limb or health or according to the product liability law.
- 9 Offsetting/right of retention
The offsetting with counterclaims by the client or the withholding of payments against such claims is permitted only insofar as the counterclaims are undisputed or have been legally upheld.
- 10 Retention of title
(1) The goods delivered by the vendor to the client (reserved goods) remain the property of the vendor until all secured claims have been paid in full. The retention of title serves to secure all current and future claims of the vendor against the client from the existing supply relationships between the contracting parties, including any balance demands related to the limited current account of the supply relationship.
(2) The client stores the reserved goods with no costs for the vendor. The client is entitled to process and sell the privileged property during the course of orderly business transactions. Pledging und transfer of ownership by way of security is not permissible.
(3) If the goods delivered are processed by the client, it is deemed to be on behalf of and for the account of the vendor as the manufacturer and the vendor directly acquires property or - if the processing involves materials provided by a number of owners or the value of the processed goods exceeds that of the goods delivered - partial ownership in the items thus created and in proportion of the value of the goods delivered to the value of the new items. In the event that no such acquisition of ownership for the vendor occurs, at this point, the client already transfers his future ownership or – according to the proportion mentioned above - joint ownership of the newly created product to the vendor for security purposes. If the reserved goods are connected with other goods to a standard item and if one of the other goods can be seen as the main part, the vendor assigns, as far as the main part belongs to him, partial ownership regarding the standard item to the client in the proportion stated in sentence 1.
(4) In the case of resale of the goods subject to reservation of title, the client shall assign now for reasons of security the demand against the Acquirer arising from this - in the case of co-ownership of the vendor in the goods subject to reservation proportionally in accordance with the share of co-ownership - to the vendor. The same applies to other claims in lieu of the conditional commodity or otherwise arising with regard to the conditional commodity e.g. insurance claims or claims from tortuous acts resulting from loss or destruction. The vendor may only revoke this authorization for collection in case of an enforcement event.
(5) Should any third parties attempt to seize the retained goods, especially through a levy of an execution, then the customer must immediately identify the property of the vendor as such, as well as, immediately inform the vendor of the levy of execution, so that property rights can be enforced. In the event that the third party is unable to indemnify vendor for costs incurred in connection with such proceedings in or out of court, the client shall be liable for such costs to the vendor.
(6) Upon demand of the client, the vendor shall release secured goods or the items or claims taking the place of secured goods, to the extent that the value of such goods exceeds the amount of the vendor's secured claims by more than 20%. The individual objects to be released will be chosen by the vendor.
(7) In the event of debt execution measures by third parties against the reserved goods or the assigned claims, the client shall provide a written notification immediately, handing over all of the necessary documents, in particular a copy of the debt execution record.
(8) If, in the event of behavior by the client being contrary to the contract – in particular late payment – the vendor withdraws from the contract (case of recovery), he is entitled to demand the reserved goods.
- 11 Data protection
Responsible for the use of the personal data shall be TILS GmbH (LLC), Marie-Curie-Straße 14-20, 53332 Bornheim.
The vendor takes the protection of his client’s personal data very seriously and only processes them if they are necessary to perform the service, more specifically the processing of the contract. To ensure the safety of data and to prove order processes, usage data shall be collected and processed online. Personal data, as a matter of principle, shall only be disclosed to third parties involving specialized enterprises and only if it is necessary for fulfillment of services owed.
The vendor makes use of external service providers to fulfill contractual and legal obligations. The vendor reserves the right to also process data regarding the payment behavior within the scope of legal and data protection admissibility of the so-called “scoring”. Service providers processing personal data were selected carefully by the vendor and oblige to protect data protection legislation. Any service provider shall be checked regularly for compliance with the legal requirements regarding data protection.
The client can, as far as the vendor obtained consent for the use of data, withdraw from this consent at any time taking effect in the future.
- 12 Final provisions
(1) If the client is a commercial agent, a corporate body under public law or a separate fund under public law, or if the client does not have a general place of jurisdiction within the Federal Republic of Germany, the place of jurisdiction for all possible disputes resulting from the business relationship between the vendor and the client shall be Bornheim or the client’s premises at the vendor’s discretion. For claims against the vendor, Bornheim is the exclusive legal venue.
(2) The relationship between the seller and the client is exclusively subject to the law of the Federal Republic of Germany with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
(3) Should the contract or these general terms and conditions contain any escape clauses, then the regulations that would have been agreed upon with respect to the economic goals of the contract and the scope of these general terms and conditions (if the escape clauses had been recognized in advance) shall apply and be legally binding.
(4) Should one or several stipulations of this agreement be or become wholly or partly invalid or impracticable, this shall not affect the validity of this agreement and its remaining stipulations.