Download the Terms and Conditions as a PDF (only german)
Our offers are subject to change without notice. We guarantee product characteristics only in writing. Samples and specimens are provided for product description purposes.
Orders become legally binding as soon as we confirm them in writing, or upon immediate execution following receipt of the order, or as scheduled.
If the buyer’s financial situation deteriorates to the point of jeopardizing the contract after the contract is concluded, we are entitled—unless the buyer pays in advance or provides security—to claim damages for non-performance or to withdraw from the contract; the latter applies even if we are obligated to perform first.
Notifications of defects, in particular missing cartons, must be made immediately on the same day and before the goods are processed or transferred to third parties. Goods subject to complaint must be stored and handled properly. They may only be returned to us with our consent.
Unless otherwise agreed, our invoice is payable within 10 days without deduction. Interest at the standard bank rate will be charged on due or deferred receivables. Bills of exchange
are not accepted. Offset or assertion of a right of retention is permitted only against an undisputed or legally enforceable claim. Objections to invoices must be raised immediately. We are entitled to assign claims arising from our business relationships. If the buyer is in default of any payment obligations to us, all existing claims shall become due immediately.
The delivered goods remain our property until the purchase price and all claims arising from the business relationship—whether incurred to date or in the future—have been paid. We are entitled to assign the claims arising from our business relationships. The buyer is entitled to resell or further process the goods in the ordinary course of business, but is not entitled to otherwise dispose of the goods subject to retention of title, in particular by way of transfer of ownership by way of security or pledging. Claims arising from the resale or further processing are assigned to us as security in the amount of the outstanding invoice amounts. The buyer remains authorized to collect the receivables. Notwithstanding our authority to collect the receivables ourselves, we undertake not to collect the receivables as long as the buyer duly meets its payment obligations. If the buyer is in default of any payment obligations to us, all existing receivables shall become due immediately. Our ownership of processed goods subject to retention of title shall not be extinguished by processing, combination, or mixing; rather, we shall become the owner of the new goods created by such transformation. Our share of co-ownership shall correspond to the ratio of the value of the goods subject to retention of title to the value of the finished product.
We agree to release the foregoing security, at our discretion and upon the buyer’s request, to the extent that its value exceeds the claims to be secured by more than 20%. The buyer is obligated to insure the goods subject to retention of title against loss and damage and must provide proof of such insurance upon request. Any enforcement measures, including those that are imminent, must be reported to us immediately.
In the event of a delay in acceptance by the buyer, we are entitled, after setting a grace period, to withdraw from the contract in whole or in part or to claim damages for non-performance. We are bound by the agreed purchase price only for the agreed delivery period. If the price is
higher in the event of a delayed call-off, that price shall apply.
Force majeure and similar unforeseeable, unavoidable, and extraordinary events, as well as delivery difficulties for which we are not at fault and which we cannot remedy by reasonable means, entitle us to withdraw from the contract, provided that we cannot remedy the resulting disruptions to performance by reasonable means.
In the case of justified defects reported within the prescribed time limit, we are obligated only to replace the goods or to reimburse the difference in value, at our discretion. Any further claims, regardless of their legal basis—including those arising from product liability, and in particular claims for damages—are excluded, unless the damage is due to willful misconduct or gross negligence or to the absence of warranted characteristics, and is not consequential damage, unless the warranty was specifically intended to protect against such consequential damage. This applies to damages and consequential damages arising from the further processing of the products, in particular if the required prior inspection by the customer was omitted. To the same extent, claims based on or directed against the conduct of agents or vicarious agents are excluded.
The place of performance for delivery and payment is Zeitz, at our discretion. The contractual relationship is governed exclusively by German law, in particular the German Civil Code (BGB) and the German Commercial Code (HGB). Our Terms and Conditions of Delivery and Payment apply exclusively; our customer agrees to these terms when placing an order, and they shall also apply to future transactions, even if no express reference is made to them. If an order is placed in deviation from our Terms of Delivery and Payment, only our Terms of Delivery and Payment shall apply, even if we do not object. Deviations are therefore only valid if we have expressly acknowledged them in writing.
Bagel Bakery GmbH
Effective as of December 4, 2024