§ 1 Scope of application
(1) All deliveries by Kampsen GmbH & Co. KG (hereinafter referred to as "Seller") shall be made on the basis of the following General Terms and Conditions of Sale (hereinafter referred to as "GTCS"). The GTCS shall apply exclusively. Any other or supplementary terms and conditions of the customer (hereinafter referred to as "Buyer") shall not apply unless the Seller has expressly agreed to their validity in writing. The Seller's GTCS shall also apply exclusively if the Seller carries out the delivery to the Buyer without reservation in the knowledge of the Buyer's contrary or supplementary terms and conditions.
(2) The GTCS apply to all business relationships with the Buyer. They shall only apply if the Buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law.
(3) The GTC shall apply to all present and future contracts between the Seller and the Buyer.
(4) Individual agreements (e.g. framework supply agreements) and information in the Seller's order confirmation shall take precedence over the GTCS.
(5) Legally relevant declarations and notifications by the Buyer in relation to the contract (e.g. setting of deadlines, notification of defects, cancellation or reduction) must be made in writing. Written form within the meaning of these GTCS includes written and text form (e.g. letter, e-mail and fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, shall remain unaffected.
(6) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTCS.
§ 2 Conclusion of contract
(1) If the Buyer submits a binding offer by placing an order, he is bound to this offer for two weeks.
(2) If the Seller submits a binding offer to the Buyer, the Buyer may accept this offer within two weeks by placing an order. If the Seller does not receive an order within this period, he shall no longer be bound by his offer.
§ 3 Prices and terms of payment
(1) Unless otherwise agreed, the prices shall apply "ex works".
(2) The prices stated by the Seller are net prices. Value added tax shall be shown separately on the invoice at the respective statutory rate, if applicable.
(3) Unless otherwise agreed, the purchase price (without deduction) is due upon receipt of the invoice and delivery of the goods. However, the Seller shall be entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. The Seller shall declare a corresponding reservation at the latest with the order confirmation or acceptance of the offer. In the event of default of payment, the statutory provisions shall apply.
(4) The Buyer shall only be entitled to rights of set-off and retention if his counterclaims have been legally established, are undisputed or have been recognised by the Seller. This restriction shall not apply to claims of the Buyer due to complete or partial non-fulfilment or defective fulfilment of the contract from which the Seller's claims arise.
§ 4 Delivery time - Delivery
(1) Unless otherwise agreed, delivery shall be "ex works", which is also the place of fulfilment for the delivery and any subsequent performance. If the Seller ships the goods to another destination at the Buyer's request (sale to destination), the Seller shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) himself. Transport insurance shall only be taken out at the express request of the Buyer; the costs incurred in this respect shall be borne by the Buyer.
(2) The risk of accidental loss or accidental deterioration of the goods shall pass to the Buyer at the latest when the goods are handed over. In the case of a sale involving the carriage of goods, the risk shall already pass upon delivery of the goods to the forwarding agent, carrier or other person designated to carry out the shipment. The statutory provisions on the transfer of risk in the event of default of acceptance shall remain unaffected.
(3) The Seller is entitled to make partial deliveries insofar as these are reasonable for the Buyer.
(4) If the Buyer is in default of acceptance or violates other obligations to co-operate, the Seller shall be entitled to demand compensation for the damage incurred by him in this respect, including any additional expenses, unless the Buyer is not responsible for his breach of duty. Further legal claims of the Seller remain unaffected.
(5) Delivery periods and delivery dates shall be extended appropriately
a. late delivery by upstream suppliers for which the Seller is not responsible, if the Seller has concluded a congruent hedging transaction,
b. the occurrence of force majeure and
c. all unforeseen hindrances occurring after conclusion of the contract for which the Seller is not responsible and which demonstrably hinder his performance (e.g. operational disruptions, strikes, lawful lockouts, other industrial action, natural disasters, epidemics, pandemics, armed conflicts, disruptions to transport routes, etc.). This shall also apply if these circumstances occur at the Seller's suppliers, subcontractors or sub-suppliers. The Seller shall inform the Buyer immediately of the beginning, probable duration and end of such hindrances. The Buyer may demand a declaration from the Seller as to whether the Seller intends to withdraw from the contract or deliver within a reasonable period of time. If the Seller does not make a declaration without delay or if the expected delivery period communicated to the Buyer by the Seller is unreasonably long, the Buyer may withdraw from the contract. In the event of cancellation, any consideration already paid by the Buyer shall be refunded immediately.
(6) The occurrence of a delay in delivery by the Seller shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the Buyer is required. If the Seller is in default due to slight negligence, his liability for the resulting damage caused by delay (damages in addition to performance) shall be limited to 0.5 % of the net price (delivery value) for each completed calendar week of delay, but not more than a total of 5 % of the delivery value for the goods delivered late. Liability for culpable injury to life, limb or health remains unaffected. The Seller reserves the right to prove that the Buyer has suffered no damage at all or only significantly less damage than the above lump sum.
(7) The rights of the Buyer pursuant to § 8 of these GTCS and the statutory rights of the Seller, in particular in the event of exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent fulfilment), shall remain unaffected.
§ 5 Packaging
(1) If the goods are made available to the Buyer by the Seller in returnable packaging, the Seller shall be entitled to charge repair costs or, in the case of non-repairable returnable packaging, the replacement value for returnable packaging which he receives back damaged. Unreturned returnable packaging shall also be invoiced to the Buyer at the respective replacement price; the Seller shall provide evidence of this price upon request.
(2) With regard to all other transport and other packaging, the Buyer shall release the Seller internally from his obligation to take back packaging in accordance with the German Packaging Act (VerpackG). The Seller hereby instructs the Buyer and the Buyer hereby undertakes to take back this packaging on behalf of the Seller and to recycle it in accordance with the VerpackG. The assumption of this obligation is taken into account and compensated for in the calculation of the respective purchase price in favour of the Buyer; the Buyer may not demand separate remuneration for this.
§ 6 Weight specifications
Weight specifications are only approximate. The addition "circa" or "approximately" authorises the Seller to deviate up to 10% of the contract quantity upwards or downwards.
§ 7 Material defects
(1) The statutory provisions shall apply to the Buyer's rights in the event of defects in the goods, unless otherwise specified below. In all cases, the statutory provisions on the sale of consumer goods (§§ 474 ff. BGB) and the rights of the Buyer arising from separately issued guarantees of the Seller shall remain unaffected.
(2) The assertion of claims due to defects of the goods by the Buyer presupposes that the Buyer has duly and immediately fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 German Commercial Code (HGB). The Buyer is obliged to inspect the goods immediately after delivery by taking representative samples for external quality, odour and taste. In the case of frozen goods, the Buyer shall thaw a reasonable number of samples for examination. Notification of defects must be made in writing, stating the defect in detail. Upon request, the Buyer shall keep the goods complained about ready for inspection by the Seller at the place of inspection.
(3) In the event of a defect notified in good time, the Buyer shall be entitled to the statutory warranty rights with the following proviso:
a) The Seller has the right to choose between subsequent delivery and subsequent improvement. If the type of subsequent fulfilment chosen by the Seller is unreasonable for the Buyer, he may refuse it. The Seller's right to refuse subsequent fulfilment under the statutory conditions remains unaffected.
b) Claims for damages shall only exist under the conditions of § 8.
c) The warranty period is 12 months from delivery. Notwithstanding this, the statutory warranty period of two years shall apply in the event of culpable injury to life, limb or health or in the event of wilful or grossly negligent breach of duty. The limitation period in the case of a supplier recourse according to §§ 478, 479 BGB remains unaffected.
§ 8 Liability
(1) Claims of the Buyer for damages are excluded unless the damage was caused by the Seller or his legal representatives or vicarious agents intentionally or through gross negligence or is based on the breach of an essential contractual obligation. Essential contractual obligations in this sense are those obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the Buyer may regularly rely. Insofar as the Seller is liable in accordance with the above provision, liability shall be limited to the foreseeable damage typical for the contract, unless the Seller is guilty of intent or gross negligence.
(2) Liability for culpable injury to life, limb or health, liability in the event of the assumption of a guarantee of quality or fraudulent concealment of a defect and mandatory liability under the Product Liability Act shall remain unaffected.
(3) The above limitations of liability shall apply accordingly if the Buyer asserts a claim for reimbursement of useless expenses instead of a claim for damages.
(4) In addition, the liability regulation under § 4 para. 6 shall apply to damages caused by delay.
§ 9 Retention of title
(1) The Seller retains title to the purchased item until all payments arising from the business relationship with the Buyer have been received. If a current account relationship exists between the Buyer and the Seller, the retention of title shall also apply to the respective recognised balance.
(2) In the event of seizures or other interventions by third parties, the Buyer shall notify the Seller immediately in writing. Insofar as the third party is not in a position to reimburse the Seller for the necessary costs for the judicial and extrajudicial defence against the intervention, the Buyer shall be liable to the Seller for the loss incurred by the Seller.
(3) The Buyer shall be entitled to resell the purchased item in the ordinary course of business; however, he hereby assigns to the Seller all claims in the amount of the final invoice amount (including VAT) of the Seller's claim which accrue to him from the resale against his customers or third parties, irrespective of whether the purchased item has been resold without or after processing. The Buyer remains authorised to collect this claim even after the assignment. The Seller's authorisation to collect the claim himself remains unaffected by this. However, the Seller undertakes not to collect the claim as long as the Buyer fulfils his payment obligations. If the Buyer no longer fulfils his contractual obligations, the Seller may demand that the Buyer informs him of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors of the assignment.
(4) The processing of the purchased item by the Buyer shall always be carried out for the Seller. If the purchased item is processed with other goods not belonging to the Seller, the Seller shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed goods at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title.
(5) If the purchased item is inseparably mixed or blended with other goods not belonging to the Seller, the Seller shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed or blended goods at the time of mixing or blending. If the mixing or blending takes place in such a way that the Buyer's item is to be regarded as the main item, it is agreed that the Buyer shall transfer co-ownership to the Seller in the corresponding proportion.
(6) If the retention of title or the assignment is not effective according to the law in whose area the goods are located, the security corresponding to the retention of title or the assignment of the goods in this area shall be deemed agreed. If the co-operation of the Buyer is necessary for the creation of such rights, he shall be obliged, at the request of the Seller, to take all reasonable measures at his own expense which are necessary to establish and maintain such rights.
(7) The Seller undertakes to release the securities to which he is entitled at the Buyer's request to the extent that the realisable value of the Seller's securities exceeds the claims to be secured by more than 10%; the Seller shall be responsible for selecting the securities to be released.
§ Section 10 Place of jurisdiction; applicable law
(1) If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes arising from or in connection with this contract shall be the registered office of the Seller. The same shall apply if the Buyer is an entrepreneur within the meaning of § 14 BGB. However, the Seller shall also be entitled to bring an action at the place of fulfilment of the delivery obligation in accordance with these GTCS or an overriding individual agreement or at the Buyer's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.
(2) The law of the Federal Republic of Germany shall apply to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
Status: January 2025