We shall supply only on the basis of the following terms and conditions. Differingterms and conditions of purchase cannot be considered.
Our net prices, which are exclusive of VAT in the respective statutory amount owed,shall be subject to change, i.e. shall be without engagement, especially with regard to printing errors.
We shall deliver only to resellers (distribution partners). We request that anyone ordering for the first time provide proof of their capacity as a specialist retailer. If the information we obtain is unsatisfactory, we shall be released from our delivery obligation.
This shall also apply if invoices which have become payable are not paid, despite a reminder. First-time shipments to distribution partners who are not known to us shall be effected on the basis of cash on delivery or advance payment. An order must have a minimum goods value of € 250.00; this also applies to subsequent deliveries – if an order is for less than this amount, we shall not be under any obligation to provide subsequent deliveries.
For orders totalling less than this amount, we shall charge a flat-rate administration fee of € 25.00 and/or change smaller order quantities to the next-largest minimum packaging unit – at our discretion and without specifically notifying the purchaser. Partial deliveries shall be permitted. Subsequent orders, including any for large orders which are already being processed, must be treated as separate orders. Delivery times shall always be only approximate; they shall only be binding in an individual case if we have confirmed them in writing. Agreed delivery dates shall only be fixed deadlines if we have expressly agreed to them in writing. Where shipment has been agreed, delivery deadlines and dates shall refer to the moment the goods are handed over to the forwarding agent, carrier or other third party commissioned to transport the goods.
The occurrence and legal consequences of a delay in delivery shall be determined solely in accordance with the relevant statutory provisions. The delivery period shall be extended by a reasonable amount in the event of measures involving industrial disputes and also in the event of force majeure and other unforeseeable obstacles which are outside our sphere of risk or influence, where such obstacles affect the completion/processing of the delivery item.
This shall also apply if these circumstances arise at our suppliers.
Weather-induced shipping terms
Our products can only be shipped at the usual rates if external weather-induced temperatures are -10 °C or higher (normal range). If temperatures are outside this normal range, shipping can only be effected in special packaging. If the distribution partner selects standard shipping, the period of performance for the order shall be extended until such time as the temperatures are expected to have returned to the normal range for the duration of the shipping process. If the distribution partner insists on immediate execution of the order despite prevailing external temperatures outside of the normal range, the additional costs for the special packaging shall be charged based on the cost price of the thermal packaging/shipping. The costs shall be notified with the order confirmation.
Shipping/transfer of risk
Shipping shall be at the expense and risk of the distribution partner (purchaser).
If damage or loss occurs during transport, this must be notified immediately to the rail company, forwarding agent, parcel service or post office. We reserve the right to choose the shipping means at our own discretion. Risk shall transfer to the distribution partner as soon as the goods have left our works (EXW in accordance with Incoterms ® 2010).
Shipments within Germany with a net goods value of more than € 250.00 exclusiveof VAT shall be delivered without any charge for shipping and packaging.
Cartage and post-office delivery charges shall be borne by the purchaser. If the free-to-the-door threshold is not reached, we shall charge net flat-rate freight costs of € 9.95.
We shall deliver our goods only in the stated packaging units (original packaging). Any changes in presentation, including in particular the packaging of our products onto blister cards provided by third parties or their transfer into other packaging sizes (including by the distribution partner themselves), shall be prohibited. In particular, the distribution partner shall not be authorised to alter brand names, to use brand names for purposes other than the sale of the goods or to apply other brand names/trademarks to the supplied goods.
We shall grant a payment period of 30 days from the invoice date. If payment is made within 10 days of the invoice date, we shall grant a 3% early payment discount, provided that no other due items are still outstanding. Cheques shall only be deemed a means of payment after they are cleared. If the distribution partner does not pay or does not pay in full within the agreed payment deadlines, all of our outstanding receivables from the distribution partner shall become payable in their entirety. In the event of (even partial) payment default, we shall charge statutory default interest. In addition, all of our outstanding receivables from the distribution partner shall become payable in their entirety. We may also withhold all deliveries and/or withdraw in whole or in part from all (purchase) contracts existing with the distribution partner if the distribution partner is in default with payments.
In all other regards, the statutory provisions shall apply if the distribution partner defaults in payment.
No deductions may be made for charged shipping and packaging costs. All payments must state the customer number, invoice number and date.
For payments via third parties, especially within the framework of delcredere agreements, payment for the goods shall only be deemed to have been effected when the corresponding amount is finally available to us.
Justified complaints may only be considered within 14 days of the goods being received. In the interests of the distribution partner, the incoming inspection should be carried out immediately after the shipment is received. In the event of justified claims on account of quality defects or defects of title, the distribution partner may demand subsequent performance, withdraw from the contract or reduce the purchase price. Subsequent performance shall be limited to delivery of a defect-free item, where the respective contractual item is included in the valid price list in unchanged form. If this is not the case, subsequent performance must be refused.
Due to the costs involved, subsequent performance through rectification of defects would be disproportionately expensive. The contractual item shall consist solely of the product which has been sold, together with its properties and characteristics and its intended purpose, in accordance with the respective product description which is enclosed with the product or indicated on the label.
Different or more extensive properties and/or characteristics or a more extensive intended purpose shall only be deemed to have been agreed if expressly confirmed by us in writing. Defects which arise outside of our sphere of influence following delivery of the goods and which occur due to inappropriate or incorrect use shall not establish any warranty claims or rights of redress.
Transportation costs, route-related transport costs, labour costs and costs of materials which increase because the contractual items were taken to a location other than the place of performance shall not be reimbursed.
In the event of slightly negligent breaches of obligations, our liability – and also that of our agents and vicarious agents and statutory representatives – shall be limited to the foreseeable, immediate average damages typical for the contract, based on the type of goods in question. In addition, we shall not be liable for slightly negligent breach of non-essential contractual obligations.
These limitations of liability shall not apply to claims under the German Product Liability Act (Produkthaftungsgesetz). They shall also not apply to injury to the life, limb or health of the purchaser which is attributable to us.
Claims for compensation by the purchaser on account of a defect shall become statute-barred one yearafter delivery of the goods. This shall not apply in cases of malice or in cases of injury to thelife, limb or health of the purchaser which is attributable to us.
Advertising statements/quality specifications/e-Commerce
The distribution partner undertakes only to engage in appropriate advertising for the contractual products. The distribution partner is aware that incorrect advertising in relation to properties can lead to warranty claims. The distribution partner undertakes to indemnify us in respect of the consequences of any such advertising and to compensate us for any damages which result for us due to a breach of this obligation.
With regard to quality specifications, only our statements in advertising materials valid at the time of delivery of the relevant contractual items may be used. We shall at any time be entitled to amend information in catalogues, in price lists, on websites or in other means of communication. New information shall become effective on publication.
Reservation of title
We shall reserve title to the goods delivered by us until full payment of all receivables under the business relationship, including all ancillary claims and until any cheques issued in this regard are cleared. The reservation of title shall extend to products which are created as a result of processing. If our goods are processed, combined or mixed with other materials, we shall acquire co-ownership of the resulting product in proportion to the value of our goods relative to the value of the other material. The transfer of ownership shall be replaced by the distribution partner safeguarding these products free of charge, with the care of a prudent business person.
The distribution partner here and now assigns (where applicable in the amount of our co-ownership share in the sold goods) all claims arising from the sale of the goods to which we have rights of ownership, in order to secure our entire claims plus ancillary costs and any interest. In the case of a current account, the retained title shall be deemed as security for our outstanding balance.
If the goods which are subject to reservation of title are seized by a third party, the distribution partner must inform us without delay and enclose a photocopy of the seizure report. Disposals over the goods subject to reservation of title which impair our rights shall be prohibited.
The distribution partner expressly consents that, if the impairment threatens our collateral, we shall be entitled to collect the goods subject to reservation of title or to otherwise secure them, whereby any such securing of the goods shall not constitute unlawful interference, and that we shall to this end be entitled to enter all storage and business premises of the distribution partner, where this is necessary to assert our rights. The distribution partner therefore undertakes to cooperate fully, limited only by reasonableness.
We undertake that following a request from the distribution partner, we shall release collateral provided to us to the extent that the value of the collateral exceeds the value of the claims to be secured by more than 30%, whereby the choice of collateral to be released shall be at our discretion.
Return of goods
Goods may only be returned with our written consent. Goods may only be returned in the specified packaging units and must be packaged so that no damage occurs. Our returns note must be visibly attached to the shipping packaging.
No credit note shall be issued for unauthorised and incorrectly packaged returns. Returns which are approved by us shall be credited with the current value, minus the costs of new packaging and a processing fee of 20% of the original value of the goods.
Only data which is necessary for executing the order and processing the contract shall be collected from the distribution partner without their consent and/or on the basis of statutory authorisation. In all other cases, we shall use customer data only in order to transmit information about our products and for the purposes for which the distribution partner has, where applicable, given their consent. For further details, please refer to our data privacy statement at www.c-kreul.de/Datenverarbeitung.1893.0.html.
Place of performance, place of jurisdiction and applicable law
For both parties, the place of performance and place of jurisdiction – including for procedures involving cheques and bills of exchange – shall be 91301 Forchheim, Germany. The entirety of our business relations shall be governed by German law, to the exclusion of conflict-of-laws provisions and of the UN Convention on Contracts for the International Sale of Goods (CISG).
Status as of August 2019
C.Kreul GmbH & Co. KG
91352 Hallerndorf, Germany
+49 9545 925-0
+49 9545 925-511
Management: Dr. Florian Hawranek (Chairperson), Gertraud Hawranek
Registered office of the companies: Hallerndorf, C.Kreul GmbH & Co. KG (Bamberg HRA 4014)
General Partner: Dr. Julius Schmidt GmbH (Bamberg HRB 293)