Hela Gewürzwerk Hermann Laue GmbH
(Status: August 2024)

1. scope of application
1.1 Sales and deliveries by Hela Gewürzwerk Hermann Laue GmbH (hereinafter referred to as "Hela") are made exclusively in accordance with the following terms and conditions of sale, delivery and payment (hereinafter referred to as "Terms and Conditions"). They shall also apply to all future business transactions with the buyer, even if they are not expressly agreed again.

1.2 The validity of deviating, conflicting and supplementary terms and conditions of the buyer is excluded, even if Hela does not expressly object to them in its knowledge.

1.3 These Terms and Conditions of Sale shall only apply to entrepreneurs (Section 14 BGB), legal entities under public law or special funds under public law within the meaning of Section 310 (1) BGB.

2 Conclusion of contract, delivery
2.1 Hela's offers are subject to change and non-binding, unless they are expressly designated as binding by Hela in individual cases.

2.2 Orders or commissions placed by the purchaser shall be deemed to be a binding contractual offer. Unless otherwise stated in the order or contract, Hela shall be entitled to accept this contractual offer within 10 days of receipt by means of an order confirmation or by executing the order or contract.

2.3 Purchase contracts for the delivery of goods are only concluded with Hela's written order confirmation. Amendments to the agreements, including these contractual conditions and ancillary agreements, must be made in writing.

2.4 The goods shall be delivered ex works Hela (Incoterms 2020, ICC). The risk in the goods shall pass to the Buyer when the goods are handed over to the transportation company or (in the event that the Buyer collects the goods itself) to the Buyer itself. In the event that the handover of the goods is delayed for reasons for which the buyer is responsible, the risk shall pass to the buyer on the day on which he is informed that the goods are ready for dispatch or handover.

2.5 If the value of the goods is less than EUR 40.00, Hela shall charge a pro rata freight and postage fee of EUR 3.75.

2.6 The delivery dates specified by Hela are not fixed delivery dates, unless expressly agreed otherwise.

2.7 Hela is entitled to make partial deliveries for justified reasons, insofar as this is reasonable for the purchaser. Each partial delivery shall result in partial fulfillment of the delivery obligation.

2.8 In the event that Hela is in default of delivery, the purchaser shall only be entitled to withdraw from the contract if he has previously set a reasonable deadline for delivery without success. A reasonable period is usually at least two weeks.

2.9 The buyer is obliged to accept the goods in accordance with the contract. In the event that the buyer is in default with the acceptance of the goods or violates other obligations to cooperate with Hela, Hela is authorized to retain the goods at the risk and expense of the buyer. Hela reserves the right to assert further rights.

3. prices
3.1 The prices for all objects of purchase shall be determined in accordance with Hela's price and conditions list valid at the time of conclusion of the contract, provided that delivery is made within four months of conclusion of the contract. If deliveries are made later than four months after conclusion of the contract or within the framework of continuing obligations, the price shall be determined according to Hela's price list valid at the time of delivery. Irrespective of the two preceding sentences, the contracting parties shall be at liberty to agree on a specific fixed price.

3.2 All Hela prices are exclusive of the applicable statutory sales tax. They apply ex works Hela (Incoterms 2020, ICC) without packaging. Unless otherwise agreed, the buyer shall bear the costs for transportation, insurance, customs and other costs associated with the delivery.

3.3 In the event that taxes or public charges of any kind are newly introduced or increased, or if the costs for transportation, raw materials or products increase due to legal regulations or official orders after the contract with the buyer has been concluded, Hela is authorized to add the corresponding cost increase to the agreed price.

3.4 Hela's right to demand a price adjustment shall remain unaffected if circumstances that have become the basis of the contract have changed significantly and the parties would not have concluded the contract or would have concluded it with different content if they had foreseen the change and Hela cannot reasonably be expected to adhere to the unchanged contract. This may include, in particular, the discovery of a gas shortage, an energy shortage, a significant increase in logistics costs or similar events.

3.5 In the event that Hela has reasonable grounds to assume after conclusion of the contract that the buyer is not in a position to fulfill his obligations (e.g. if he fails to make due payments), Hela is authorized to deliver goods only against advance payment or corresponding security.

4 Terms of payment, offsetting and retention
4.1 Payments by the Buyer shall be made strictly net cash immediately after receipt of invoice and delivery.

4.2 If the payment deadline is exceeded, Hela shall be entitled to charge interest on arrears at the statutory rate. The assertion of further damages remains unaffected.

4.3 In the event of default of payment, interest shall be charged on the purchase price at the applicable statutory default interest rate. Hela reserves the right to claim further damages caused by default.

4.4 Checks and bills of exchange shall only be accepted by special agreement and free of charge for Hela and on account of performance.

4.5 The purchaser is only entitled to offset if the counterclaims have been legally established, recognized by Hela or are undisputed. The purchaser is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.

5. duty to inspect, warranty, liability and damage
5.1 Claims for defects on the part of the purchaser shall only exist if the purchaser inspects the goods immediately after delivery in the ordinary course of business and notifies Hela in writing of any obvious defects without delay, generally within 3 working days. If a defect is discovered later which was not recognizable during the inspection, the written notification to Hela must be made immediately, usually within 3 working days, after the discovery of the defect. If the buyer fails to notify Hela of the defect, the goods shall be deemed to have been approved. This shall not apply in the event of fraudulent intent on the part of Hela or if the purchaser can prove that even a proper inspection would not have led to the discovery of the defect.

5.2 The basis of liability for defects, if any, is solely and conclusively the agreement made on the quality of the goods. All product descriptions and manufacturer's specifications which are the subject of the individual contract or which were made public by Hela at the time of conclusion of the contract shall be deemed to be an agreement on the quality of the goods. Insofar as the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not (§ 434 para. 2 no. 2 and no. 3 as well as para. 3 BGB). Hela assumes no liability for public statements made by third parties (e.g. advertising statements).

5.3 In the event that the buyer culpably fails to accept the goods without a justified reason or withdraws from the contractual agreement without a reason for withdrawal, Hela shall be entitled to demand a lump sum of 20 % of the agreed purchase price as compensation. The purchaser shall be entitled to prove that no damage has been incurred or that the amount of damage has not been incurred. Hela reserves the right to provide evidence of higher damages.

5.4 Unless otherwise agreed in these General Terms and Conditions, Hela shall be liable for damages within the scope of fault-based liability for breach of contractual and non-contractual obligations in accordance with the statutory provisions.

5.5 Hela shall only be liable in the event of simple negligence:

5.4.1 For injury to body, health or life;

5.4.2 For the breach of an essential contractual obligation (cardinal obligations); in this case, Hela's liability shall be limited to the foreseeable, typically occurring damage and to the amount of the sum insured under Hela's business liability insurance relevant to the claim.

5.6 Hela is not liable for indirect damages, in particular not for loss of profit.

5.7 The limitation period for material defects and defects of title is 1 year from delivery of the goods. This does not apply in cases of § 438 para. 1 no. 2 BGB.

5.8 The above limitation provisions shall also apply to contractual and non-contractual claims of the Buyer arising from a defect in the goods, unless the statutory provisions (Sections 195, 199 BGB) provide for a shorter limitation period.

5.9 The above limitations of liability shall not apply in the event of willful misconduct or gross negligence. The same applies to claims under the Product Liability Act. The statutory provisions on recourse in the event of delivery by the Buyer to end consumers (Sections 478, 445a, 445b, 479 (3) BGB) shall remain unaffected.

6. force majeure
6.1 Hela shall not be liable for the impossibility of delivery or for delayed delivery if this was caused by an event of force majeure or other events unforeseeable at the time of conclusion of the contract for which Hela is not responsible. Unforeseeable events within the meaning of the preceding sentence are in particular war, natural disasters, labor disruptions and interruptions, difficulties in the procurement of raw materials, delays in transport, strikes, lockouts, shortage of labor, energy shortages (in particular due to a gas shortage), difficulties in obtaining official permits and official measures, epidemics or non-delivery or incorrect delivery by upstream suppliers.

6.2 In the event that the hindrance is only temporary, the date of the delivery owed shall be postponed for the period of the hindrance plus a reasonable restart phase. In the event that the purchaser cannot reasonably be expected to accept such a delay, the purchaser shall be entitled to withdraw from the contract by notifying Hela in writing without delay. In the event that the hindrance makes the delivery or service impossible or significantly more difficult and the hindrance is not merely temporary, Hela shall be entitled to demand an adjustment of the contract (including price adjustment) or to withdraw from the contract in whole or in part. In the event of withdrawal, Hela shall be obliged to reimburse the purchaser for any payments already received. In particular, Hela shall also be entitled to reduce agreed delivery quantities to a reasonable extent and until the end of the event.

6.3 Hela is obliged to inform the buyer immediately of the impediments that lead to the delay or impossibility of performance and of the expected period of the delay.

7. reservation of title
7.1 Until all present and future claims arising from the purchase contract and the current business relationship (secured claims) have been fulfilled, the delivered goods (reserved goods) shall remain the property of Hela.

7.2 The purchaser is only permitted to sell the goods subject to retention of title in the ordinary course of business. The purchaser is not entitled to pledge the goods subject to retention of title, to assign them as security or to make other dispositions that jeopardize Hela's ownership. The purchaser hereby assigns the claim arising from the resale of the goods to Hela; Hela hereby accepts this assignment. If the purchaser sells the goods subject to retention of title together with other goods, the assignment of the claim shall only be deemed agreed in the amount of the part which corresponds to the price agreed between Hela and the purchaser plus a safety margin of 10 % of this price. The purchaser shall initially be authorized to collect the claims assigned to Hela in trust for Hela in its own name. Hela may revoke the authorization to resell the reserved goods if there are indications that the purchaser is unable to meet its payment obligation. The purchaser's authorization to collect receivables shall end automatically without the need for revocation if the purchaser is in danger of becoming insolvent, if he fails to meet his payment obligations arising from the business relationship at the due date, if an application has been made to open insolvency proceedings against the purchaser's assets or if the opening of such proceedings has been rejected for lack of assets.

7.3 The purchaser shall provide Hela at any time with all requested information about the goods subject to retention of title or about claims that have been assigned to Hela hereunder. The purchaser shall notify Hela immediately of any seizures and claims of third parties to goods subject to retention of title and hand over the necessary documents. At the same time, the purchaser shall inform the third party of Hela's retention of title. The costs of a defense against such seizures and claims shall be borne by the purchaser.

7.4 The purchaser is obliged to store the goods subject to retention of title for the duration of the retention of title with the care of a prudent businessman. The purchaser shall be obliged to insure the goods subject to retention of title at its own expense against fire, water and theft at replacement value and, upon request by Hela, to provide Hela with the corresponding proof of insurance and to assign the claims arising from the insurance contract to Hela.

7.5 The processing or transformation of the reserved goods by the purchaser shall be deemed to have been carried out on Hela's behalf and for Hela as manufacturer, without any liabilities arising for Hela from this. Hela shall be entitled to ownership of the new items resulting from the processing, treatment or transformation. In the event of combination, mixing and processing with other goods not belonging to Hela, Hela shall be entitled to co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the new item at the time of combination, mixing or processing. The value of the goods subject to retention of title shall be the purchase price charged to the purchaser by Hela. In the event that the purchaser nevertheless acquires (co-)ownership of the new item, he hereby transfers his (co-)ownership to Hela at the time of acquisition. In the event that the resold goods subject to retention of title are only co-owned by Hela, the assignment hereby executed shall be made at least with regard to that part of the claim from the resale which corresponds to the value of the original goods subject to retention of title concerned.

7.6 If the realizable value of the securities exceeds the total claims of Hela to be secured by more than 10 %, the purchaser shall be entitled to demand release in this respect at the discretion of Hela.

7.7 If the purchaser defaults on material obligations, such as payment, vis-à-vis Hela, Hela may, without prejudice to other rights, take back the goods subject to retention of title after prior setting of a reasonable deadline and utilize them otherwise for the purpose of satisfying due claims against the purchaser. In this case, the purchaser shall immediately grant Hela or Hela's agents access to the reserved goods and surrender them. Hela is entitled to charge a reasonable amount for the realization costs, which can be offset against the realization proceeds. If Hela takes back the reserved goods, this shall constitute an implied withdrawal from the contract. If Hela seizes the reserved goods, this shall also constitute an implied withdrawal from the contract.

7.8 The purchaser undertakes to notify Hela immediately of any enforcement measures (or equivalent measures) of third parties in the reserved goods and/or in the assigned claims from the resale and to provide all related documents (in particular the enforcement protocol). In addition, the purchaser shall provide Hela with an affidavit in which he declares that the goods subject to foreclosure are Hela's reserved goods. The costs of the measures taken by Hela to avert foreclosure shall be borne by the purchaser insofar as there is no obligation of third parties to bear the costs.

8. exemption from product liability

If the buyer sells the delivery items unchanged or after processing, combining, mixing or blending with other goods, he shall indemnify Hela internally against product liability claims of third parties insofar as he is responsible for the defect giving rise to the liability.

9 General provisions
9.1 The exclusive place of jurisdiction for all disputes arising from the contractual relationship is Ahrensburg. This shall also apply if the purchaser has no general place of jurisdiction in the Federal Republic of Germany or has relocated his usual place of residence abroad after conclusion of the contract. However, Hela is entitled to sue the purchaser at any other legal place of jurisdiction.

9.2 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

9.3 If individual provisions of these terms and conditions are invalid, this shall not affect the validity of the remaining provisions.