1. Area of application
1.1 The current version of the general terms and conditions at the time of the order shall also apply to all future orders, if there was an explicit prior reference to the inclusion of the GTC even if they are not expressly agreed again beforehand. Terms of business different from these general terms and conditions are excluded unless their validity is expressly consented to.
1.2 German is the language of the contract and communication. In the event of discrepancies, the German version of the general terms and conditions shall apply exclusively.
2. Delivery conditions
2.1 Delivery of fresh produce from a minimum quantity of 75kg and from a net weight of 500kg for frozen foods shall be free domicile. For smaller delivery quantities, freight cost surcharges shall be levied according to the currently applicable price list. Capabilities and reductions of the quantities to be supplied remain expressly reserved.
2.2 The Client must immediately check the goods in accordance with § 377 of the [German] Commercial Code. Differences in weight and quantities and/or complaints must be immediately notified in writing on acceptance of the goods and the Contractor must be given an opportunity for verification. Complaints must be notified within 24 hours at the latest.
2.3 Complaints shall not constitute a release from the obligation of proper handling of the goods. If the goods are not handled in accordance with the specified instructions/guidelines, then any claims for material defects shall lapse. Risk shall pass to the Client as soon as the consignment has been handed over to the person in charge of transport.
2.4 If it is not possible to ship from the Contractor’s warehouse, the risk shall pass to the Client on notification of readiness for dispatch. Claims for defects shall not be possible when the variation from the agreed qualities or usability is only minor.
2.5 Unless otherwise expressly agreed, delivery deadlines are not binding. Late delivery shall not entitle the Client to withdraw from the contract of sale and shall not give it any claim to compensation on any grounds. In accordance with statutory provisions, the Client can only withdraw when the Contractor is liable for the breach of duty. Within 2 days of the Contractor’s demand, the Client must declare if it is withdrawing due to the breach of duty or is insisting on performance. In the event of defects, statutory provisions shall remain applicable.
2.6 The contract of sale shall be concluded with the reservation that there will be nonperformance or only partial performance in the event of the incorrect or incomplete supply of materials to us from our supplier. This shall only apply if Greenland Seafood Europe GmbH is not responsible for the nondelivery, especially if a congruent hedging transaction has been concluded with suppliers. The Client shall be immediately informed in the event of unavailability or only partial availability of items and the counter-performance shall be immediately reimbursed.
2.7 Force majeure events, traffic and operational disruptions, such as the lack of vehicles and fuel as well as disruptions in supplier’s operations that prevent timely deliveries, occurrences of disruptions and their effects. The Contractor is entitled to make partial deliveries and give partial performance at any time and only the direct Contractor shall be entitled to warranty claims against the Contractor which are not assignable. Claims against the Contractor and compensation in addition to or in place of performance due to delay shall be limited to a maximum of €5,000 in the event of negligence and with proof. Further liability due to delay is excluded.
3. Reservation of title
3.1 All goods shall be delivered with retention of title and shall remain the Contractor’s property until the complete settlement of all claims arising from the business relationship with the Client, including those arising in the future. The Client may sell them in the normal course of business, pledge them, assign them as security or dispose of them in another manner. If there are serious doubts about solvency or in the event of late payment and the filing of a petition for the institution of bankruptcy or composition proceedings, the Contractor shall be entitled to demand the goods back at any time even without a grant of an extension or a notice of repudiation if this seems necessary for the covering of all its claims. To this end, it is entitled to cause its authorised persons to enter the premises where the goods are stored.
3.2 If the goods are wholly or partly resold, then all claims to security against third parties arising from the resale shall pass to the Contractor without any special agreement with the Client or the third party being required.
3.3 At the Contractor’s request, the Client must immediately disclose the obligor of the assigned claims to the Contractor and the Contractor can inform the obligor of the assignment.
3.4 The retention of title shall remain even when individual claims are included in a current invoice and the balance is drawn and acknowledged. Retention of title to the goods is subject to a condition precedent in such a way that title to the goods in question shall pass to the Client without more on full settlement of all claims arising from the business relationship with the Client.
4. Terms of payment
All prices are calculated according to the currently applicable price list inclusive of the current statutory VAT. Payments must be made within 14 days of receipt of the invoice without any deductions. Set-offs or retentions by the Client are limited to acknowledged or statutorily established counterclaims and are otherwise excluded.
Claims for compensation against Greenland Seafood Europe are excluded, as far as the damage was not caused by the culpable breach of an essential contractual obligation or by gross negligence otherwise. In the absence of any gross negligence on the part of a managing director or senior executives, liability in this respect shall be limited to compensation for typical damage in line with the nature of the contract and foreseeable damage. Liability in accordance with product liability legislation or liability for personal injury remains unaffected.
6. Data protection
The Client consents to the processing of its data to the extent necessary for the transaction; this constitutes a notification in accordance with § 33, Section 1 of the Federal Data Protection Act.
7. Place of performance, applicable laws and place of jurisdiction
7.1 The statutory rules of the [German] Civil Code and the [German] Commercial Code shall also apply. The place of performance for deliveries and payments and the exclusive place of jurisdiction is Bremen. These terms and conditions and all the legal relationships between the Contractor and the Client shall be governed by German law.
7.1 The United Nations Convention on Contracts for the International Sale of Goods shall not apply. If any of delivery and payment conditions should become ineffective, the validity of the remaining regulations remains unaffected.