General Sales and Delivery Conditions of Monolith Fleisch- und Teigwarenfabrik GmbH

1. Scope, Contract Conclusion
1.1 These sales conditions of Monolith Fleisch- und Teigwarenfabrik GmbH (hereinafter: supplier) apply exclusively to sales transactions of the supplier. They also apply to all future sales transactions even if they are not expressly agreed again. The supplier objects to the buyer's general terms and conditions; they only become effective against him if he agrees to them in writing. The sales conditions also apply if the supplier executes the delivery unconditionally despite knowledge of conflicting or deviating conditions of the buyer.
1.2 The buyer may only assign claims with the written consent of the supplier.
1.3 Offers from the supplier are non-binding. A contract is concluded, unless otherwise agreed in writing in individual cases, upon delivery of the goods to the buyer.
1.4 All agreements made between the supplier and the buyer at the time of contract conclusion regarding the respective sale transaction are set down in writing in these sales conditions and (if applicable) in other contractual agreements between buyer and supplier. Such (if applicable) other written contractual agreements of the contracting parties concerning the respective sale transaction take precedence over these sales conditions. Unless explicitly otherwise provided in these, these sales conditions supplement such written contractual agreements, provided they do not contradict them. In case of a contradiction, the other written contractual agreements take precedence.
2. Delivery, Delivery Time, Performance Obstacles, Flat Rate for Non-Acceptance
2.1 Delivery times are non-binding unless dates have been expressly confirmed in writing. Binding delivery dates are extended by the period during which the buyer does not perform their required actions and cooperation in a timely manner.
2.2 The supplier is entitled to reasonable, acceptable partial deliveries.
2.3 The supplier's obligation to deliver is subject to the condition that they themselves are supplied correctly and on time by their upstream supplier, unless the supplier is culpably responsible for the upstream supplier's failure to deliver on time or correctly.
2.4 If the supplier is temporarily or permanently unable to deliver in accordance with the contract due to force majeure or other events beyond their control and responsibility (e.g., official orders, loss of import or export possibilities, operational disruptions, strikes, floods, fire, theft), the supplier is released from their delivery obligation for the duration and extent of such events and is also entitled to withdraw from the contract without the buyer being entitled to damages or other claims. This also applies if these circumstances occur at the supplier's upstream supplier. The supplier will immediately inform the buyer of the beginning and end of such obstacles. The buyer may request the supplier to declare within a reasonable time whether they intend to withdraw from the contract due to the obstacle or deliver within a reasonable period. If the supplier does not declare immediately, the buyer may withdraw from the contract.
2.5 Orders obligate the buyer to accept and pay for the goods. If a buyer unjustifiably refuses to accept and pay for the goods, they must compensate the resulting damage with a flat rate of 50% of the agreed net price of the affected goods; for goods that the supplier does not usually carry in their assortment, a flat rate of 75% of the agreed net price of the affected goods.
This does not apply if the buyer proves that they are not responsible for the refusal to accept delivery. In any case, the buyer is entitled to prove that the supplier has suffered no or only minor damage. The assertion of further claims for damages and other claims by the supplier is not excluded by this clause. The flat rates will be credited.
3. Shipping and Transfer of Risk
3.1 Unless otherwise agreed, the ordered goods will be delivered to the delivery address specified by the buyer (curbside or, if available: ramp), without this creating an obligation to deliver to a specific location. The shipping method and means of transport are at the supplier's discretion,
3.2 If shipment is delayed at the buyer's request or due to their fault, the goods are stored at their risk and expense, without prejudice to any further statutory claims of the supplier.
3.3 The risk of accidental loss/damage to the goods passes to the buyer upon handover of the goods to the forwarder/carrier/own transport person.
4. Prices and payment
4.1 Prices are exclusive of VAT and, if applicable, deposit. Transport and packaging costs within Germany – from a minimum order value of gross € 500 (including deposit) – are included in the agreed price.
4.2 Unless otherwise agreed, delivery is made against cash on delivery. If a debit order or a SEPA company direct debit exists, the amount to be paid will be debited within 14 days of receipt of the goods.
4.3 The supplier only accepts bills of exchange or checks based on a corresponding written agreement and always only as payment.
4.4 If the buyer is in default with a payment, the statutory provisions apply.
4.5 If the supplier becomes aware of circumstances that call into question the buyer's creditworthiness, the supplier is entitled to declare the entire outstanding debt due. In this case, the supplier is also entitled to demand advance payments or security. The supplier may make the fulfillment of delivery obligations from further contracts dependent on the receipt of corresponding prepayments. In addition, the supplier has the right to refuse performance under § 321 BGB ("right of insecurity").
4.6 The buyer is only entitled to offset or retention if their counterclaims have been legally established or are undisputed. The buyer is not entitled to exercise a right of retention due to a counterclaim from another contractual relationship.

5. Duty to inspect and give notice of defects
5.1 The buyer is obliged to immediately upon delivery at the agreed destination or upon self-collection when taking over the goods
5.1.1 to inspect according to quantity, weight, and packaging and to record complaints about the goods in writing on the delivery note, the consignment note, or a receipt, and
5.1.2 to carry out at least a representative quality control by sampling. To a reasonable extent, packaging such as cartons, foils, etc. must be opened and the goods must be checked for their external condition, smell, and taste; frozen goods must be thawed by sampling for this purpose.
5.1.3 Otherwise, § 377 HGB applies. The buyer must carry out inspections according to sections 5.1.1 and 5.1.2 at their own expense.
5.2 If any defects are complained about, the buyer must comply with the following forms and deadlines:
5.2.1 The complaint must be made by the end of the working day following the delivery of the goods to the agreed destination or, in the case of self-collection, upon acceptance of the goods.
5.2.2 In the case of a complaint about a hidden defect that remained undiscovered despite a proper initial inspection according to clause 5.1.2, the following deadline applies:
The complaint must be made by the end of the next working day following the discovery of the hidden defect; the complaint must be made no later than within two weeks after delivery to the agreed destination or after acceptance (in case of self-collection).
5.2.3 The complaint must be received by us in writing within the aforementioned deadlines. A telephone complaint of defects is not sufficient and will not be processed. A complaint to sales representatives is not possible and will not be processed.
5.2.4 The complaint must clearly indicate the type and extent of the alleged defect.
5.2.5 The buyer is obliged to make the complained goods available for inspection by us, a person commissioned by us, or an expert appointed by us. If the complaint concerns frozen goods, the buyer is obliged to store the goods in compliance with the relevant legal regulations. Proof of an unbroken cold chain must be provided.
5.3 Complaints regarding the quantity, weight, and packaging of the goods are excluded if the necessary note according to the preceding clause 5.1.1 is missing on the delivery note, consignment note, or receipt. Complaints are also excluded once the buyer mixes, forwards, resells, or processes the goods.
5.4 Goods not complained about in the proper form and within the deadline are deemed approved and accepted.

6. Warranty
6.1 The buyer's rights in the case of material and legal defects are governed by statutory provisions, unless otherwise specified below. The statutory special provisions on supplier recourse according to §§ 478, 479 BGB remain unaffected by the following provisions.
6.2 The basis of the supplier's liability for defects is primarily the agreement made regarding the quality of the goods. If the quality was not agreed upon, it must be assessed according to the legal regulations whether a defect exists or not. However, the supplier assumes no liability for public statements made by the manufacturer or other third parties.
6.3 The buyer's claims for defects, or other claims based on a defect, require that the buyer has fulfilled their obligation to notify defects according to clause 5.
6.4 If the delivered item is defective, the supplier can initially choose whether to fulfill the subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). The supplier's right to refuse subsequent performance under the legal conditions remains unaffected.
6.5 The buyer must give the supplier the time and opportunity required for the owed supplementary performance, in particular to hand over the goods for inspection purposes at the supplier's request.
6.6 If supplementary performance has failed or an appropriate period set by the buyer for supplementary performance has expired without success or is dispensable according to statutory provisions, the buyer may withdraw from the respective purchase contract or reduce the purchase price. However, there is no right of withdrawal for an insignificant defect. If the defect affects only part of the goods, the buyer may only withdraw from the entire purchase contract if he can justifiably claim to have no interest in the delivery of the remaining (defect-free) goods of the respective purchase contract. The buyer's claims for damages or reimbursement of futile expenses exist only according to clause 7 and are otherwise excluded.
6.7 Warranty rights expire within one year after delivery. This period does not apply to claims for damages by the supplier due to injury to life, body, or health, due to intentional or grossly negligent breaches of duty by the supplier or its vicarious agents, or if the supplier has fraudulently concealed a defect entitling to warranty or has assumed a guarantee for the condition of the item. For the cases named in the second sentence, the statutory limitation period of two years remains applicable.
6.8 The warranty is void if the buyer does not comply with the storage conditions to be observed for the purchased item, e.g., interrupting the cold chain for frozen goods.
6.9 If the defective goods are to be returned to the supplier according to this (e.g., due to promised replacement delivery or justified withdrawal), the goods must be returned in the unopened original packaging (exception: random samples and goods complained about by the customer) within 7 days of the request.
7. Liability of the supplier for breaches of duty of any kind (including unlawful acts)
7.1 The supplier is liable for intent, including that of its vicarious agents, according to statutory provisions.
7.2 The supplier is liable for gross negligence, including that of its vicarious agents, according to statutory provisions, but the amount is limited to damages that the supplier foresaw or should have foreseen as a possible consequence of a breach of contract at the time of contract conclusion ("foreseeable damages"). Indirect damages and consequential damages resulting from defects in the delivery item are only compensable to the extent that such damages are typically to be expected with proper use of the delivery item.
7.3 In the case of negligently caused property and financial damages, the supplier and his vicarious agents are only liable for the breach of an essential contractual obligation, but limited in amount to the foreseeable damages defined in more detail above under number 7.2; (essential contractual obligations are those obligations whose fulfillment shapes the contract and on which the contractual partner may rely).
7.4 The limitations and exclusions of liability in the preceding paragraphs 2 and 3 do not apply in cases of mandatory statutory liability under the Product Liability Act, in cases of fraudulent conduct, as well as in the assumption of a guarantee and in the culpable injury of life, body, or health.
8.    Retention of Title
8.1 The supplier reserves ownership of the delivered goods until full payment of all current and future claims against the buyer, including those from previous deliveries (reserved goods).
8.2 The buyer is entitled to resell the reserved goods in the ordinary course of business, provided he is not in default of payment. The buyer hereby assigns all claims against the customer up to the invoice value of the reserved goods to the supplier accepting this assignment declaration. The buyer remains authorized to collect these claims even after the assignment. The supplier's right to collect the claim himself remains unaffected. However, the supplier undertakes not to collect the claim himself as long as the buyer properly meets his payment obligations to the supplier.
8.3 If the reserved goods are processed by the buyer, it is agreed that the processing is carried out in the name and on behalf of the supplier as the manufacturer, and the supplier immediately acquires ownership or – if the processing is done from materials of several owners or the value of the processed item is higher than the value of the reserved goods – co-ownership (fractional ownership) of the newly created item in proportion to the value of the reserved goods to the value of the newly created item. In the event that no such acquisition of ownership occurs for the supplier, the buyer hereby transfers his future ownership or – in the above-mentioned proportion – co-ownership of the newly created item as security to the supplier. If the reserved goods are combined or inseparably mixed with other items to form a single item and one of the other items is to be regarded as the main item, the supplier, insofar as he owns the main item, transfers to the buyer proportional co-ownership of the single item in the ratio stated in sentence 1.
8.4 In the event of default in payment or other breach of contract by the buyer, the supplier is entitled to set the buyer a reasonable grace period for performance/remedy. After an unsuccessful expiry of the deadline, the supplier is entitled to withdraw from the contract and demand the return of the reserved goods. In this case, the buyer is obliged to surrender the goods. The repossession of the purchased item constitutes a withdrawal from the contract.
8.5 The buyer is obliged to handle the reserved goods with care, in particular to observe the storage conditions applicable to the reserved goods. The buyer stores the reserved goods free of charge for the supplier.
8.6 In the event of seizures or other interventions by third parties, the buyer will point out the supplier's ownership; furthermore, the buyer must notify the supplier immediately in writing.
8.7 The supplier undertakes to release the securities due to him at the buyer's request to the extent that the realizable value of the securities exceeds the claims to be secured by more than 10%; the choice of the securities to be released is at the supplier's discretion.
9.    Deposit Items
Deposit items such as bottles, crates, and pallets will be taken back by the supplier during one of the subsequent deliveries, provided there is a legal obligation to return them, but only if they are sorted, clean, and originate from the supplier's assortment and a corresponding deposit receipt or the corresponding online form has been completed before the return. Deposit items will also only be accepted back in the quantity that was previously ordered. A credit note will then be issued for the returned deposit items.
10. Final Provisions

10.1 The place of performance and exclusive jurisdiction for all disputes arising from this contractual relationship as well as its formation and validity is the supplier's registered office. Furthermore, the supplier is also entitled to take legal action against the buyer optionally at the buyer's registered office.

10.2 The contracts concluded between the supplier and the buyer are subject to the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

10.3 The invalidity of individual clauses does not affect the validity of the other clauses of the contract. The contracting parties undertake to replace the invalid clauses with provisions that economically correspond as closely as possible to the ineffective clauses.

Status: 15.01.2025