Terms and conditions

1. Application
1.1 Our terms and conditions apply exclusively; we do not recognise contradictory terms or terms deviating from ours, unless
we have given our written consent. Our terms do also apply, if we unconditionally execute deliveries to the customer, knowing
that the customer’s terms contradict or deviate from our terms.
1.2 Our terms and conditions shall only apply to businesses as defined by § 310 subsection 1 BGB (German Civil Code). Our
terms and conditions are available for download on our website in German, English, French and Spanish.
2. Contract
2.1. Contract of Sale
2.1.1. The contract of sale does not need to be in any particular form but should be confirmed (e.g. fax, telex or letter)
immediately and before contractual performance is undertaken. The terms of the confirming document are final, unless there is
an immediate objection to the terms.
2.1.2. Unilateral or contradictory conditions subsequently inserted in documents of any kind, e.g. in bills or delivery notes, are
2.1.3. If no country of destination is agreed, the country where the buyer has established his business or is domiciled is deemed
to be the country of destination.
2.2. Sales on commission
2.2.1. There is a sale on commission when the business is done to the order of the principal on his own account and at his risk.
The agent guarantees del credere.
2.2.2. In the case of an agreement on a guaranteed minimum price, the rules relating to sale on commission will apply.
2.2.3. The agent must act with utmost good faith and care particularly where the goods are perishable.
2.2.4. Except where there is contrary contractual agreement, the agent must inform his principal in writing at regular intervals
of the sales returns and send the principal, as quickly as possible, full sales accounts. The sales account must reflect the gross
sales, the costs incurred according to cost type and the agreed commission rate. Where there is an express agreement the
principal may also demand exact current details of the of the sales.
2.2.5. The principal may, at his own costs, have the agent’s accounts checked. The principal may employ an expert to verify
the accounts at the agent’s office. This expert must be an independent one subject to professional secrecy, e.g. a chartered
accountant. This expert is not allowed to inform the principal of the names of the agent’s customers, unless the agent contracts
in his own name.
2.2.6. “Price after sale” means that the agent contracts in his own name as buyer.
2.2.7. In case of advanced payments or payments on account, the principal guarantees the repayment of those to the agent. The
agent as a guarantee may have the use of the goods within the limits of the agreed advanced payments.
2.3. Price upon arrival
2.3.1. In the case where “Price upon Arrival”/“Suggested Price”/“Price Basis” is agreed, the price is only a proposal. However,
other contractual conditions are stipulated. After arrival of the goods and their availability or – upon agreement – later, the
parties should agree on the purchase price by telephone or by fax taking into account market trends and the quality of the
goods. The buyer should confirm immediately, by fax or email, the price to the seller. The business is then dealt with as a sales
contract at a fixed price. If, however, the seller objects immediately, the conditions of sales on commission shall be applicable.
2.4. Joint Sales
2.4.1. In the case of a joint sale, the liability is as follows: The contracting partner in the country of departure/the exporting country will be liable for the condition, packaging
and transport of the goods. The contracting party in the country of destination/importing country will be responsible for unloading, the sale and
payment recovery and assumes the del credere.
2.4.2. The exporting party will inform the importing party of the price, the type of packaging and the costs of transport.
2.4.3. After the sale of the goods, the importing party will immediately make an account detailing the costs according to 2.2.2.
plus transport costs, customs duties, taxes and other costs that have been agreed upon. Profits and losses will be shared
according to the contract. If there is no contractual agreement, they will be shared equally.
2.4.4. The contractual parties are mutually obliged to grant the right to have applied prices and assumed costs checked upon
demand and at their own expense. The examination is to be done by independent experts subject to rules of professional
2.5. Conditions of Sale
2.5.1. Supplementary to these conditions (COFREUROP) the rights and obligations of both parties are governed by the
individual agreements/arrangements, particularly by the INCOTERM agreed upon.
2.5.2. The “INCOTERMS 2000” (becoming effective on 01.01.2000) are as follows:
EXW ex works (… named place)
FCA free delivery to carrier (…named place)
FAS free alongside ship (…named port of shipment)
FOB free on board (… named port of shipment)
CFR cost and freight (… named place of destination)
CIF cost, insurance, freight (… named place of destination)
CPT cost prepaid transport (… named place of destination)
CIP cost, insurance prepaid (… named place of destination)
DAF delivery at frontier (… named place of destination)
DES delivery ex ship (… named port of destination)
DEQ delivery ex quai (tariffed) (… named port of destination)
DDU delivery douane unpaid (… named place)
DDP delivery douane prepaid (… named place)
Further comments on the INCOTERMS are available from the International Chamber of Commerce (CCI), in Paris.
3. Goods
3.1. Condition, Labelling, Packaging
3.1.1. The condition, labelling and packaging must comply with the rules in force in the country where the goods will be
marketed. The buyer must have informed the seller, beforehand, of the country where the goods will be marketed. This rule
also applies to commercial, transport as well as to consumer packaging.
3.1.2. If there is a contractual agreement to that effect, deliveries may be made in nonreturnable/one-way packaging, reusable
packaging or loose.
3.1.3. In the case where delivery is made in reusable packaging, the conditions agreed between the contractual parties (buyer
and seller) will apply. Unless there is an agreement to the contrary, reusable packaging material provided by the seller must be
returned to the latter at his option either free at place of arrival or free at place of departure.
3.1.4. If no other arrangement has been made, the packaging must be returned immediately if the contract for the goods is not
fulfilled. The costs of this will be borne by the party responsible for the non-fulfilment of the contract. Where only part of the
packaging is returned, missing quantities will be charged at cost price to the party responsible for non-fulfilment.
3.1.5. Unless there is an agreement to the contrary, invoicing of the goods will be done according to the net weight of the
goods without packaging or according to the standardised weights customary in the trade or according to the number of the
packaged fruits and vegetables. In the case where delivery is made in customer packaging the legal tolerances of the country of
destination/of the country where the goods will be marketed are applicable.
3.1.6. The seller has the right to deliver 5 % more or less than the agreed weight or quantity. This does not apply to restricted
entry goods or goods requiring special import licences.
3.2. State of the Goods: At the time of the loading of the contractual goods, they must be in such a condition that if the delivery
is made by the normal transport methods, the goods will be of the quality agreed between the parties, upon arrival.
3.3. Legal rules and regulations relating to the goods (quality)
3.3.1. The seller is obliged to deliver the goods in a condition which complies with all laws applicable in the place where the
goods are to be marketed, particularly with the 5 applicable laws relating to hygiene, health & safety, food and drugs, labelling,
weight and measures, market regulations. If the country of destination is not mentioned, the country where the buyer has his
place of business is deemed to be the country of destination.
3.4. Export and Import Licences
3.4.1. The parties to the contract are obliged to comply with all the necessary formalities and to supply all the necessary
documents to enable the contract to be fulfilled.
3.4.2. In particular, the seller is obliged to provide all necessary export documents, including the export licences and also the
buyer is obliged to supply to the seller all importation documents, including the importation licences, which are necessary for
the implementation of the contract.
3.4.3. Failure or delay in complying with the formal requirements or in supplying necessary documents will not nullify the
contracts but will give the right to any injured party to claim damages from the party in default and/or terminate the contract.
4. Loading, Dispatch, Delivery
4.1. Loading
4.1.1. The loading and dispatch must be appropriate to the goods being delivered.
4.1.2. If no other specific agreement has been made, the seller will be responsible for the damages that result from
inappropriate loading or inappropriate dispatch, notwithstanding paragraph 3, except for sales ex works.
4.1.3. When the loading is completed, the seller must inform the buyer of the dispatch of the goods as well as the number plate
of the lorry or van, the wagon number, the airway bill number or the name of the ship.
4.2. Transportation costs in the case of delivery changes
4.2.1. The places to and from which the goods should be delivered must be determined at the latest when the contract is agreed
between the parties. Any additional or reduced costs resulting from any change shall be paid by the party responsible for the
4.2.2. If the quantity of the goods is different from the contractual amount, the seller will be responsible for the differences.
4.3. Determination of weight of shipment
4.3.1. If nothing has been agreed upon to the contrary between the parties, the correct weight of the shipment is the net weight
at the arrival point. Net weight is defined as the gross weight of the shipment less any packaging and less the weight of the
transport vehicle.
4.3.2. On the delivery of the goods in trade-standardised packaging, the weight of the packaging on arrival must be the same as
the weight agreed between the parties. If the goods are in non-trade-standardised packaging, the weight of the goods will be
determined by the terms of the contract, at the point of departure or by the weighing at the destination of the load on an
approved scale.
4.3.3. If nothing has been agreed upon to the contrary, the costs of investigating the freight will be borne by the seller at the
point of loading and by the buyer at the point of delivery.
4.3.4. When the weight of the goods has been determined at the delivery place, tolerances and allowance for spoilage,
(conforming to annex 1), will be applicable.
4.4. Time of delivery
4.4.1. A delivery that is to be made on a fixed date, must be made on that date. This rule does not apply to collected deliveries.
In this case, each buyer is obliged to unload his delivery share promptly in order to avoid delay to subsequent deliveries.
4.4.2. Where delivery is to be made during a said period, the seller has the right to decide that date and quantity of the
delivery/deliveries within the said period. In the case of delivery on demand the buyer may decide the date and quantities.
4.4.3. If no delivery time table has been agreed between the parties, the delivery will be deemed to be required as quickly as
4.4.4. If there is a failure to deliver on the agreed date, the buyer has the right to rescind the contract. The rescinding must be
communicated to the seller immediately, i.e. as soon as the delay is apparent. If this is not done, delivery may not be refused
for cause of delay. In these cases, an eventual damage for delay will not be affected. Unless there has been an agreement to the
contrary between the parties, this rule does not apply to deliveries by instalments.
4.4.5. The party which is unable to fulfill the contract due to “force majeure” (industrial action, embargoes, natural disasters,
governmental orders), unforeseeable, insuperable and uncontrollable by the party, he must inform the contracting party
immediately by fax or telex as soon as he has notice of the matter and he should confirm in writing. If because of these events
the contract cannot be completely or at least partially fulfilled despite the best endeavours, either party has the right to rescind
the contract immediately. There is no right to claim damages.
5. Acceptance, fulfillment
5.1. Obligation to accept delivery/Performance
5.1.1. If the buyer does not fulfil his duty of accepting the goods, the seller, after informing the buyer, has the right to dispose
of the goods for the account of the respective party. If the goods are in danger of spoiling, the seller has the right to dispose of
the goods without informing the buyer.
5.1.2. If during the execution of the contract the contractual goods are the subject of an export or import ban or comparable
prohibitions, both parties are released from their mutual obligations for the period unless there is both the possibility and an
agreement to substitute deliveries after the ending of the ban.
5.2. Failure to fulfil the contract
5.2.1. If there is a breach of contract, the injured party has the right to rescind the contract or to demand compensation, without
giving formal notice. The injured party is to inform the other party.
5.2.2. If this information is not given to the party in breach within 72 hours, the right to damages of the injured party wil l be
limited to 7.5 % of the value of the contract.
5.2.3. If a contracting party does not request the fulfilment of the contract within a fortnight as from of the prescribed delivery
date, the contract is deemed to be rescinded or withdrawn. Fixed date delivery contracts are excluded from this rule.
6. Damages
6.1. Damage claims
6.1.1. The buyer must accept the contractual goods upon arrival at the agreed place of destination. In the case where goods are delivered “en groupage”, i.e. deliveries to a group of different addresses, the goods are to
be taken at each individual place of destination. Passages in border or intermediate warehouses of distribution are not
considered as place of destination. The buyer or his representative is obliged to inspect the goods put at their disposal for transport damage and incorrect
quantities and to make a note to this effect on the freight documents (bill of lading). The supplier or his representative is to be
informed accordingly. If the damage expected exceeds 500 Euro, an average adjuster must be employed to examine the matter. The claim must be addressed to the contracting party, representative for conclusion or an appropriate agent. If the
claim is made to the latter two, they must transmit it immediately to the appropriate person. This clause does not affect any
other rights particularly those to damages.
6.1.2. Faults determinable before unloading, following a quality control, must be reported at that time. Faults that were not discovered, despite appropriate inspections, until unloading must be reported upon discovery. The
unloading must be halted and a communication of the claim must take place. The unloading may then recommence. In the case
of successive deliveries, each delivery should be considered separately. After communication of the claim the prohibition to
unload is lifted. The claim is to be raised immediately in all cases. For category I goods, the claim is to be made within 6 hours as from
time of delivery. For category II goods, the claim is to be made within 8 hours from time of delivery (see annex 2). If the delivery is at an unusual time, the time mentioned in above will run from the moment when the quality
control examination can be made in accordance with the usual trade and local customs.
6.1.3. Faults which cannot be discovered during appropriate inspections and examinations before or during unloading, are
deemed to be hidden faults to which the above rules do not apply. Claims for hidden faults must be made from the moment
they are discovered. All economically reasonable technical measures are to be taken as rapidly as possible in order to detect
hidden faults at the earliest possible stage.
6.1.4. The claim should be made as follows: from the loading point of departure, orally or by telephone, from the point of destination, by telephone, fax, e-mail or e-mail.
6.1.5. All oral or telephone claims must be confirmed immediately in writing.
6.1.6. The claim must contain: information as to the means of transport. a detailed and exact description of the faults. detailed proof that the delivered goods are identical to the rejected goods.
6.1.7. For claims based on weight paragraphs 3 (3.1.6.) and 4 (4.3.) apply.
6.1.8. These conditions also apply to products delivered on palettes.
6.2. Procedure following a claim
6.2.1. If a claim is made about a delivery in accordance with 6.1. and the parties are unable to achieve an immediate settlement,
the buyer must appoint an expert to make a report. If one of the contractual parties requests it, samples of the goods may be
taken by a specialised laboratory. The results of the analyses and the expert’s report should be sent to all the parties and the
laboratory should hold a special set of samples for further analysis by a party, if required.
6.2.2. The expert’s report must comply with the following guidelines: The seller or his agent must be informed promptly of the time and place of the examination of the goods and, if
applicable, of the taking of any samples and counter samples. Both parties are allowed to be present during any such
examination or sample/counter sample taking. Parties are not allowed to be present when the expert is preparing the report and
are not allowed to influence the expert in any way. Obviously if there is given notice of an earlier expert assessment or if it is mentioned on the invoice or waybill one or
both parties may submit this report to the appointed expert. The fact that an earlier report has been submitted must be stated by
the expert in his report. If the expert differs in his conclusions from the earlier report he must justify his conclusions by
appropriate reasons and proofs. The expert must not sell or buy the goods that are the subject of the dispute. The expert should, inter alia, report on whether the goods could be salvaged by re-selection. The seller will bear the report costs, if the claim is found to be justified. If the claim is not justified, the buyer will pay
the costs.
6.2.3. If the claim is justified, the buyer has the right to a price reduction or to refuse acceptance of delivery or to compensation
(including obtaining substitutes from another supplier, if necessary) according to the following stipulations: A reduction in price is only possible if the rates resulting from annex 1, column 1, are exceeded. In this case, the
minimum amount/reduced value results from the difference between the value of the contractual goods and of the actual value
of the delivered goods, irrespective of the market situation/conditions. Rejection of the goods is only allowed if the rates resulting from annex 1 are exceeded. If the buyer makes use of his
right of rejection, he is obliged to inform the seller correspondingly by telephone or any other customary method in trade
within the period set for the claim. In addition, the buyer may request the seller to make other 10 arrangements. The
buyer/consignee of the goods is obliged to protect the goods at his expense until new directives. This period for goods of
category I is up to 8.00 a.m. of the day following the delivery. For goods of category II, the set period is up to 12.00 a.m. on
the second day after the delivery. If during this grace period the seller does not dispose of the goods elsewhere, the buyer has
both the right and the obligation to use his best efforts to market the goods in the most appropriate manner. If the goods are
very perishable, the buyer must attempt to market the goods immediately, if necessary, after informing the seller. A comment
of the expert that the goods are very perishable ought to be included in the expert’s report. The buyer’s claim for compensation by way of damages is subject to the general statutory law and the following
conditions: Without prejudice to the full compensation, the seller must be given the option of providing a substitute delivery if this
does not inconvenience the buyer. If the seller does not make use of this option or if the buyer would sustain losses from a late
delivery, the buyer may obtain goods from another supplier. If he does so, the buyer must have regard to the interests not only
of himself but also those of the seller. The compensation payable will be the buyer’s loss of profit, i.e. the difference between
the contractual price and the price the buyer would have achieved if he had been able to sell the goods on the market. To this
must be added any other damages incurred; but an allowance must be made for costs that may have been spared by nondelivery.
6.2.4. Official or similar controls made under EU market regulations for fruit and vegetables have no meaning for the
contracting parties and will not replace an expert’s report unless both parties agree to such a replacement.
6.2.5. In the case of an official import ban or the impossibility of appointing a recognised expert the parties may agree to
abandon the contract. However, if this is not done within three days, the contract will be regarded as continuing.
7. Payment
7.1. If no other specific arrangement has been made, the payment must be made without reduction within 30 days of date of
7.2. The buyer is not obliged to pay before he has had the opportunity to examine the goods unless the contract between the
seller and the buyer states the contrary.
7.3. In the case of successive deliveries, if the buyer has not paid in accordance with the contractual terms, the seller has the
right to suspend further deliveries until the buyer has paid or to rescind the remaining part of the contract and claim
8. Retention of Title
8.1 We shall be owner of the purchased items until all sums owed by the buyer to the seller resulting from this business
relation are paid in their entity. In case of breach of contract by the customer, especially in the event of default of payment, we
are entitled to take the purchased item back. Such reclamation does not constitute withdrawal from the contract. After taking
back the purchased item we shall be entitled to utilise it and offset the proceeds derived from the adequate disposal against the
liabilities of the customer.
8.2 The customer is entitled to resell the purchased item in the ordinary course of business. However, the customer herewith
already assigns to us all claims to the final invoice amount (including VAT), which he acquires on the basis of the resale vis-àvis
his customers or third parties, regardless if the purchased item has been resold without or after processing. The customer
shall continue to be entitled to enforce such claims after they have been assigned. Our authorisation to collect the claims
ourselves shall remain unaffected hereof. However, we undertake not to collect the claim as long as the customer meets his
payment obligations arising out of the proceeds collected, is not in default of payment and, in particular, does not file for
comparison or insolvency proceedings or institutes a payment freeze. If this is the case, we can demand that the customer
disclose to us the assigned claims and the respective debtors, and provide all information and documents required for collection
and inform the debtors (third parties).
8.3 The processing or modification of the purchased item by the customer shall always be carried out on our behalf. If the
purchased item is processed with other objects not belonging to us, we acquire the joint ownership of the new object in the
value of the object bought (final invoice amount incl. VAT) to the other processed objects at the time of processing. For the
object getting processed the same applies as for the conditionally delivered purchased item.
8.4 If the purchased item is mixed unseparably with other objects not belonging to us, we acquire the joint ownership of the
new object in the value of the object bought (final invoice amount incl. VAT) to the other mixed objects at the time of mixing.
If the mixing takes place in such a manner that the object of the customer is regarded as the main item, then it is deemed to be
agreed that the customer shall assign to us proportionate co-ownership. The customer shall hold the sole ownership or joint
ownership arising therefrom on our behalf.
8.5 To secure our claims agains him, the customer shall also assign to us amounts which arise against a third party due to
combination of the item purchased with real property.
8.6 On customer’s request we undertake to release the securities to which we are entitled to, to such an extent as the realizable
value of our securities exceeds the payments to be assured by more than 10 %. The choice of the securities to be released is
within our scope of responsibility.
9. Liability
9.1 If no other specific arrangement has been made, our liability to the customer shall be limited to the extent permitted by law.
Accordingly, we are liable for damages caused by us, our representatives and vicarious agents intentionally or due to gross
neglicence. In case of violation of essential contractual obligations by our company, we shall be liable in accordance with legal
regulations. In this case, however, our liability is limited to the forseeable, typically occurring damage.
9.2 Liability on account of culpable injury to life, limb or health shall remain unaffected; this also applies for mandatory
liability in accordance with the product liability law. The same applies for damages caused in the event of the lack of
warranted qualities or mistakes which we have maliciously concealed.
10. Place of performance /jurisdiction/venue
10.1. If no other specific arrangement has been made, the place of fulfilment for all obligations resulting from this contract is
10.2. Place of jurisdiction is Stuttgart unless both parties explicitely agree that the decision of a court of arbitration is binding.
We are entitled to assert our right at the customer’s statutory venue.
10.3. This contract is governed by German Law. Application of UN-sales law (CISG) of the UNIDROIT-convention and the
conflict-of-law-rules of international private law are excluded. Contract language is German.


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