Terms & Conditions
OptiMahl Handels GmbH—General Terms and Conditions of Purchase (last updated August 2014)
1. Scope of Validity
The following terms and conditions form part of all OptiMahl Handels GmbH sales, purchase, delivery, service, and labour contracts. They apply to contractual relationships with traders. We are not obligated by contrary, deviating, or unilateral terms and conditions of the customer or supplier—even if we do not expressly contradict them, or render or accept services notwithstanding—unless we have expressly agreed to every single occurrence in writing.
(1) OptiMahl Handels GmbH is obligated to render its services only insofar as we have expressly agreed to in writing.
(2) Our quotations are non-binding. If they are followed by a customer quotation of its own, the contract is only concluded upon receipt of our order confirmation or no later than upon receipt of our invoice or delivery by the customer if this occurs earlier. All quotations, including appendices, remain the property of OptiMahl Handels GmbH and it is not allowed to copy or duplicate them or make them available to third parties.
3. Delivery and Retention of Ownership
(1) Unless otherwise agreed, OptiMahl Handels GmbH delivers ex storage in Lüneburg and/or ex warehouse. The customer bears the shipping costs. The risk also transfers to the customer for carriage-paid delivery. The authority we order for this task determines the decisive quantities by measuring, weighing, or counting.
(2) In case the customer is in default of acceptance, OptiMahl Handels GmbH has the right to withdraw from the existing purchase contracts without setting an additional grace period and to claim damages or make a delivery conditional to prior payment.
(3) Force Majeure at OptiMahl Handels GmbH or disruptions of operation occurring at their suppliers or missing deliveries temporarily preventing OptiMahl Handels GmbH for no fault on their part from delivering the object of purchase on the agreed date or within the agreed period prolong the agreed delivery terms by the duration of the hindrance. In case the corresponding hindrance leads to a delay in services of more than six weeks, the customer is entitled to withdraw from the contract. The customer can only raise a claim based on delayed delivery after the grace period set by the customer has elapsed.
(4) OptiMahl Handels GmbH expressly reserves the right of ownership to the delivered goods until all receivables (including extra requirements from current account) which the customer owes to OptiMahl Handels GmbH on legal grounds from current or future business (simple, extended, prolonged retention of ownership and current account reservation) have been settled. On request by the customer, OptiMahl Handels GmbH discloses securities at their own option provided their value exceeds our claim by at least 10%.
4. Notifications of Defect and Warranty
(1) The customer is to inspect the goods immediately upon receipt. This inspection includes the entire delivery and trading units. In writing, conspicuous faults must be reproved immediately, within 14 days at the latest, after receipt of the goods; hidden faults must be reproved immediately after their detection.
(2) The customer is to send the flawed goods on request of OptiMahl Handels GmbH. Any further handling or processing or use of the goods is to stop and the opportunity to remove and inspect the rejected fault is to be given.
(3) OptiMahl Handels GmbH is not responsible for damage accrued from processing goods with conspicuous faults. Further, they are not responsible for improper storage by the customer as well as third party advertising statements. In case the object of purchase exhibits a fault for which OptiMahl Handels GmbH is responsible, OptiMahl Handels GmbH has the right of choice to remove the fault or deliver a replacement. In case of fault removal, OptiMahl Handels GmbH bears the expenses, but not to an amount in excess of the purchase price. OptiMahl Handels GmbH is only responsible as per the terms in Para. 5, Liability, for any other detriments of the customer arising from the fault.
Claims for damages by the customer, irrespective of their legal grounds, as well as claims for reimbursement of unnecessary expenditure are excluded unless the cause of damage is based on a grossly negligent or deliberate violation of duties or at least on a negligent violation of essential contractual duties. The above limitation of liability does not apply in cases of bodily harm or for liability as per the German Product Liability Act. OptiMahl Handels GmbH assumes responsibility for the absence of promised features only in case of a prior confirmation of this promise in writing. This limitation of liability does not apply to any damage to life, limb, or health.
On principle and unless otherwise agreed, prices apply in euro excluding applicable VAT, including packaging and/or loose transport in tank lorries ex storage Lüneburg and/or ex warehouse. The risk of accidental loss transfers to the customer at the point of dispatch of the goods. In case (i) public dues are increased or introduced after the conclusion of the contract; or (ii) transport, raw materials, or production costs increase based on legal requirements or government directives, the parties are to negotiate a corresponding increase of the purchase price. The same applies in case other conditions that were unforeseeable at the time prices were agreed considerably change our calculation such that a corresponding increase of the purchase price seems justified.
(1) The invoice is issued based on the day of delivery and/or provisioning of the goods and is to be settled immediately upon receipt, unless otherwise agreed. Deductions of any kind (e.g., for p&p, cash discount, banking or insurance fees) are inadmissible unless expressly agreed in writing otherwise.
(2) In case the agreed payment date is exceeded, OptiMahl Handels GmbH reserves the right, following on a respective notice, to charge default interest at the legal rate applicable. In case default interest is charged, regular banking interest and charges apply.
(3) OptiMahl Handels GmbH is not obligated to further deliveries as per current contracts unless the complete payment of due invoice amounts including default interest has been effected.
(4) Payment is to be effected regardless of currency fluctuations and in full without loss. Payments are always used to settle the oldest debit due plus applicable default interest.
(5) It is inadmissible to withhold due invoice amounts or to offset them against disputed counterclaims. Cheques are accepted only on account of payment and are deemed paid only when they have been cleared. The customer bears discount, collection, or other charges. On principle, bills are limited to a maximum term of three months.
(6) In case OptiMahl Handels GmbH becomes aware of unfavourable conditions of the customer or one of its co-obligated persons, and which indicate a breach of the customer's credit, OptiMahl Handels GmbH is entitled to subsequently change the delivery and payment terms.
(7) The customer making the transaction is to bear banking charges for wire transfers from abroad to OptiMahl Handels GmbH.
8. Legal Validity, Place of Fulfilment, Place of Jurisdiction, Severability Clause
(1) The German Civil Code and the German Commercial Code are applicable even if the customer is located abroad.
(2) Should individual provisions of the above terms prove to be ineffective for any reason, this does not affect the validity of the remaining provisions.
(3) Exclusive place of jurisdiction for all disputes and place of fulfilment is Lüneburg. All legal relationships between the customer or seller and OptiMahl Handels GmbH are governed exclusively by German law. The German international private law and the Uniform Trade Law based on agreements on laws for the sale of goods, in particular the uniform laws relating to the purchase of moveable objects and the conclusion of such contracts of purchases (Hague Convention on the sales of goods) as well as the UN convention on the International Sales of Goods do not apply.