AGB

General Terms and Conditions
IBF Logistics and Trade Ltd.

§ 1 Scope of orders and sales
1. We sell and deliver exclusively to traders in the food industry as well as to commercial bulk consumers. The goods offered by us are intended exclusively for resale or for commercial use.
2. on request the customer has to provide us with proof of his/her business. This can be done by submitting the officially confirmed business registration. If necessary, an original receipt or certificate from the tax office, the Chamber of Industry and Commerce or a similar institution will be requested. Customers with company headquarters outside of Germany are required to provide the VAT number and confirm it with an official receipt. Changes to the company, which are important in the everyday exchange (e.g. sales tax number, address) are to be communicated by the customer immediately in writing.
3. Unless otherwise agreed, all our sales, deliveries and other services are subject exclusively to these terms and conditions. General terms and conditions of the customer shall only apply if we have expressly agreed to them in writing. Under no circumstances shall our silence with respect to the customer's terms and conditions or acceptance of payment constitute consent. If the customer does not agree, he must inform us immediately in writing. In this case, it is left to us to refuse orders from the customer, without claims of any kind against us can be raised. 4.
4. It is left to us for important reason, in particular in the following cases, to omit the order and accompanying delivery, if:
a) more than two invoices are outstanding (= not paid at all or only partially paid) and overdue
b) the payment behavior is not compatible with our payment conditions
c) the customer joins or cooperates, in any way whatsoever, with a purchasing cooperation, a purchasing account or a similar purchasing association (hereinafter also referred to as: organization), which is considered to be a direct competitor of ours or with which we already have a contractual supply relationship;
5. should the customer become involved in insolvency proceedings by filing for insolvency by himself or by a third party, the customer shall inform us thereof. In this case it is up to us to process or reject orders.
§ 2 Prices and quantities
1. Our written and verbal offer of goods is subject to change and non-binding with regard to prices and quantities.
2. The prices stated in our online store or verbally are net prices in euros without VAT. The stated prices do not include deposit and freight costs.
3. in the delivery business the following minimum purchase quantities apply for deep-freeze, cooling, and/or dry assortment: The minimum order value amounts to net 700,00 € per delivery. We reserve the right not to execute the order if the minimum order quantity is not reached or to execute it only if the customer is willing to bear the associated transport costs.
§ 3 Offer and conclusion
1. all our offers are subject to change and non-binding. Orders shall be deemed to have been accepted if they are either confirmed by us in writing or executed immediately after receipt of the order or on schedule. In this case, our invoice shall be deemed to be the order confirmation. The sales contract with the customer is concluded after we have issued the invoice and thus becomes legally valid.
§ 4 Payment, information
1. Invoices are due in accordance with the payment term stated on each invoice. The usual method of payment is by bank transfer to the account stated in the footer of each invoice. Payment of the invoice in cash is also possible and shall be made upon delivery without deduction against surrender of the goods. If the goods are delivered by a logistics partner, a 2% handling fee will be charged.
2. In case of bank transfer by the customer, payment must be made within the agreed payment period. If we are unable to receive payment within this payment period, default in payment shall occur one day after the payment period has been exceeded without further reminder, unless the customer is not responsible for the delay. In this case, we are entitled to refer the customer from then on to advance payment or another method of payment. 3.
3. If agreed upon with the customer, due invoices shall be settled by direct debit using the SEPA corporate direct debit procedure. If the direct debit is not honored (e.g. due to insufficient funds in the account), default in payment shall occur without further reminder on the due date. All fees and costs incurred in this connection due to the return of the direct debit shall be reimbursed by the customer. In this case we are entitled to refer the customer from then on to advance payment or another method of payment. The same shall apply if there is no agreement on a direct debit procedure. § Section 4 (1) sentences 3 and 4 shall apply accordingly.
4. We accept bills of exchange or checks only after written agreement and always only on account of payment.
5. In each case of default, we shall be entitled to charge reminder fees. In addition, in the event of default, further deliveries may be blocked. 6.
6. If circumstances become known over the buyer, which question the credit-worthiness of the buyer, then we are entitled to place the entire remaining debt due and then to refer to Vorkasse or another mode of payment or to pronounce a refusal of achievement.
7. The buyer may only assign open claims against us to others/third parties with our written consent.
8. The buyer shall only have a right of set-off or retention if his counterclaims have been legally established or are undisputed. The Buyer shall not be entitled to exercise a right of retention on account of a counterclaim arising from another contractual relationship.
§ 5 Quality of the goods
1. We reserve the right to make changes to the design and/or shape of the delivery item, provided that the delivery item is not significantly changed as a result and the changes are reasonable for the customer for the contractual purpose of use.
2. Dairy products may have a shelf life of between 15 - 30 days after delivery to the customer, depending on the type of product, and therefore you cannot complain.
3. meat and sausage products, depending on the type of product, can have a shelf life between 25 - 45 days after delivery to the customer and can therefore not be rejected.
4. smoked or salted fish products can have a shelf life between 25 - 45 days after delivery to the customer, depending on the product type, and therefore cannot be rejected.
§ 6 Complaints/Reclamations
1. The customer has the commodity after receipt immediately on condition, different or wrong deliveries, quantity, weight or calculation at the latest within 24 hours after receipt of the commodity in writing - by email to ks@ibf-trade.de or by fax +49 7162 704050 8 - in the sense of § 377 HGB to be made valid. For this purpose, the complaint form is to be used, which is enclosed with every issued invoice.
2. The goods are to be inspected immediately upon collection and any visible defects are to be claimed immediately.
3. Claims of the customer are not valid if the goods have been improperly changed, handled, stored, worked or processed after receipt, unless the customer proves that the claimed defects are not based on this.
4. If the delivered goods are defective, IBF GmbH may first choose whether to effect subsequent performance by remedying the defect (subsequent improvement) or by delivering goods free from defects (subsequent delivery). The right to refuse subsequent performance under the statutory conditions shall remain unaffected. 5.
5. Upon our request, the Buyer shall hand over the defective goods for inspection purposes.
6. Either a credit note will be issued or a return of goods will be ordered as compensation. Goods will only be taken back after prior agreement with the management or employees authorized by us.
§ 7 Delivery of goods
1. Deliveries of goods shall be carried out according to a route plan selected by us. This plan can be adapted by us to the respective circumstances. Individual delivery dates shall only be binding if they have been expressly agreed in writing.
2. Our obligation to deliver shall be subject to the proviso that our suppliers deliver on time and correctly, provided that IBF GmbH is at fault for the supplier's failure to deliver on time or correctly.
3. If we are temporarily or permanently unable to deliver in accordance with the contract for reasons of force majeure or other events beyond our control and responsibility (e.g. official decrees, discontinuation of import or export possibilities, operational disruptions, strikes, floods, fire, theft), IBF GmbH shall be released from its delivery obligation for the duration and to the extent of the effect of such events and shall also be entitled to withdraw from the contract without the Buyer being entitled to damages or other claims.
4. This also applies if these circumstances occur at the supplier. In this case, we will inform the buyer of the beginning and end of such obstacles. The Buyer may request us to declare within a reasonable
period of time whether he intends to withdraw from the contract due to the impediment or to deliver within a reasonable period of time.
5. Delivery shall be made using transport aids, such as pallets/rolling containers/crates, etc., which shall in principle be subject to barter. Delivered transport aids will be charged with the determined deposit amount plus the valid legal sales tax and credited upon return. The customers are obliged to take receipt of the goods in the transport aids, to treat the transport aids with care and to return them emptied and cleaned at the next delivery.
6. The customer must sign a confirmation of receipt for each delivery on request.
7. Partial deliveries are permissible. However, this shall not apply if the customer has expressly excluded such deliveries when placing the order or if it is obvious that the customer cannot reasonably be expected to accept the partial delivery.
8. Orders oblige the buyer to accept and pay for the goods. If a buyer wrongfully refuses to accept and pay for the goods, he shall compensate the resulting damage at a flat rate of 50% of the agreed net price of the goods concerned.
An exception is made if the buyer proves that he is not responsible for the non-acceptance. The assertion of further claims for damages and other claims by us shall not be excluded by this clause. The lump sums shall be credited.
9.Unless otherwise agreed, the ordered goods will be delivered to the delivery address specified by the buyer (curbside or, if available: ramp), without this creating an obligation to deliver. Dispatch route and means of dispatch are left to the choice of the supplier.
§ 8 Return of empties and transport aids
1. Delivered transport aids as well as reusable items (bottles, cans, etc.) will be charged with the determined deposit amount plus the valid legal sales tax and credited upon return by the customer. The customers are obliged to accept the goods in the transport aids, to treat the transport aids with care and to return them emptied and cleaned with the next delivery.
2. Empties will only be taken back by us to the extent that full goods have been purchased from us, beyond that only to the extent that we are obliged to take back excess quantities on the basis of public law regulations.
§ 9 Retention of title
1. All goods sold by us remain our property until full payment of all claims. The retention of title refers to the acknowledged balance. In the event that the customer hands over checks, our reserved property rights shall remain in effect until the checks have been cashed. However, the customer shall be entitled to resell the goods subject to our retention of title in the ordinary course of his business, provided that he is not in default of payment.
§ 10 Liability
1. Claims for damages are excluded for all damages that have not occurred to the purchased goods themselves, if there is no case of intent, gross negligence, culpable breach of essential contractual obligations, liability under the Product Liability Act, the assumption of a guarantee or the causation of damage from injury to life, limb or health. In the event of culpable breach of material contractual obligations, we shall only be liable for reasonably foreseeable damage typical for the contract. Essential contractual obligations within the meaning of the preceding sentence shall be understood to be obligations which protect the customer's legal positions which are essential to the contract and which the contract is intended to grant to the customer in terms of content and purpose, as well as obligations the fulfillment of which is essential to the execution of the contract and on the observance of which the customer regularly relies and may rely.
§ 11 Data processing and confidentiality
1. Our prices and our communications shall be treated confidentially. Third parties may not be granted access.
2. By placing an order, you agree to the processing, storage and use of the company profile data and usage profiles required for the execution of the order, invoicing, technical support as well as performance analysis and the personal data associated with this.
3. Data will not be passed on to third parties not involved in the purpose of the contract.
§ 12 Final Provisions
1. The contracts concluded between the Supplier and the Purchaser shall be governed by the laws of the Federal Republic of Germany to the exclusion of the Convention on Contracts for the International Sale of Goods (CISG).
2. Place of performance for all contractual obligations of the buyer and the seller is the registered office of the seller. In addition, the Buyer shall also be entitled to take legal action against the Buyer at the latter's place of business.
3. Changes and additions to the contract as well as subsidiary agreements are only effective if they are confirmed by us in writing.
4. Should individual provisions of the contract be invalid, this shall not affect the validity of the remaining provisions of the contract.