GTC

Vital Products GmbH – Your contract manufacturer from Germany

OUR CONDITIONS AND TERMS

Status August 2017

1. Scope

The company Vital Products GmbH (seller) is prepared to conclude a contract exclusively on the basis of these General Terms and Conditions, which are printed in English. The applicability of other terms and conditions, especially insofar as they are contrary to the terms and conditions of Vital Products GmbH or deviate from this, we reject; such general terms and conditions do not bind the company Vital Products GmbH.

For all deliveries, including those from future business deals, only the conditions of Vital Products GmbH are decisive.

 


2. Offer and contract

Offers of the company Vital Products GmbH always take place, as far as they are not limited, non-binding. Orders are considered accepted if confirmed in writing by the sellers. For the content of the contractual relationship, only the written confirmation of Vital Products GmbH is decisive. Patterns are considered a type pattern, the properties of the pattern are not guaranteed. The sales employees, in particular the sales representatives of the company Vital Products GmbH are not authorized to make verbal collateral agreements or give verbal assurances, which go beyond the content of the written contract.


3. Delivery

Unless otherwise agreed in writing, delivery shall be made within the agreed delivery time from our respective delivery warehouse (place of performance). Circumstances that make the production or delivery of goods impossible or excessively difficult, as well as all cases of force majeure, official measures, operating and traffic disruptions and the like, even if they concern suppliers of the company Vital Products GmbH, release the Vital Products GmbH for the duration disability and its aftermath of the obligation to deliver. The seller is not obliged to deliver the failed quantities.
Claims of the contracting party (buyer) for damages are excluded. Excluded from this are damages resulting from injury to life, limb or health if the company Vital Products GmbH is responsible for the breach of duty and other damages that are based on an intentional or grossly negligent breach of duty. A breach of duty by the company Vital Products GmbH is equal to that of a legal representative or vicarious agent. In the case of cancellation of an order, the buyer undertakes, subject to further claims, to reimburse Vital Products GmbH for the damages incurred for the expenses and any lost profits. In the case of non-delivery, however, the buyer is entitled to the right of withdrawal at the earliest three months after the agreed delivery date. Further claims are waived.


4. Packaging

If packaging is made in containers delivered by the buyer, we assume no liability for the suitability of the packaging. The company Vital Products GmbH is entitled to reprimand unsuitable packaging material. If no subsequent delivery of the rejected packaging material within two weeks, the company Vital Products GmbH is entitled to use suitable material at the expense of the customer. The company Vital Products GmbH strives to use a suitable, according to the wishes of the customer packaging material.
Any risk passes to the buyer as soon as the ordered goods leave the distribution center or have been made available to the buyer. Transport damages are to be reported immediately to the company Vital Products. If a forwarding agent is commissioned with the dispatch, then the incurred damage must be noted in the bill of lading. In the case of rail transport, a railway authority certificate must be requested and submitted without delay. In any case, in the event of damage in transit, the respective terms and conditions of the freight forwarder must be observed and the damage asserted against this. The company Vital Products GmbH is entitled at any time to partial deliveries or partial services.
More than 5 or less deliveries of 10% of the contract quantity are allowed.


5. Complaints

Compliance with the delivery and service obligations of the company Vital Products GmbH requires the proper and timely fulfillment of the obligations of the contracting party (buyer). The buyer is obliged to inspect the goods within eight days of receipt. Possible defects must be reported in writing to the company Vital Products GmbH within this period. Later complaints are not recognized.
Complained goods must be kept by the buyer until the final decision of the company Vital Products GmbH on the rejection or recognition of warranty obligations and may only be returned with the consent of the company Vital Products. The buyer has the company Vital Products GmbH in any case to allow the assessment of the goods. The warranty obligation extends to the choice of the company Vital Products GmbH on credit, replacement, conversion, reduction or repair.
The costs of any analyzes commissioned by the buyer are not covered by Vital Products GmbH. The food law correct name when buying the product is independent of the product name of the company Vital Products GmbH, the buyer’s task.
In the case of justified complaints, the company Vital Products GmbH is only obliged to take back the delivered goods and at the option of the company Vital Products GmbH either reduce the purchase price according to the proportion of the complained or objected goods to the total delivery, or to deliver replacement goods without replacement. If the replacement takes place and this fails, the buyer has the right to withdraw from the contract or to reduce the purchase price. Further claims on the part of the buyer are excluded.


6. Limitation

Claims of the buyer due to material defects become time-barred within six months after receipt of the goods, if they are not reported in writing within this period. If interventions are carried out by third parties, or if the goods are not used, stored or treated in accordance with their intended use, etc., any liability of the company Vital Products GmbH is void.


7. Prices, termes of payment, cooperation obligations of the buyer

7.1. Price changes by suppliers of Vital Products GmbH are reserved in every case and can be passed on to the buyer. Invoicing is based solely on the quantities, masses and weights determined by the Seller’s plants or distribution centers at the time of departure. The invoices of the company Vital Products GmbH are payable strictly net 14 days after receipt, unless otherwise agreed in writing. If the payment period is exceeded, the company Vital Products GmbH is entitled to pay the purchase price of 8% above the respective base interest rate of the European Central Bank from the expiry date. Further damage caused by delay is expressly reserved. The company Vital Products GmbH is also entitled to withhold further deliveries until the buyer has completely settled the outstanding claims. The company Vital Products GmbH reserves the right to assign the claim to third parties.

7.2. The buyer supports the company Vital Products GmbH in fulfilling the contractually owed services. The Buyer is obliged to provide the services to be provided by him in good time (for example, notification of the delivery address, delivery of the labels, delivery of the appropriate packaging, delivery of the raw materials provided). In the case of default of the buyer, the company Vital Products GmbH is entitled to settle their costs incurred until then. The delay of the buyer occurs in the case at the latest 14 days after receipt of a written request by the company Vital Products.


8. Rentention of title

8.1. All delivered goods remain the property of the company Vital Products GmbH until the buyer has settled all claims, in particular claims arising from current bills of exchange and checks, as well as the claims from the respective balance of the business relationship with the company Vital Products GmbH.

8.2. Processing of the goods delivered under retention of title takes place for the company Vital Products GmbH as a manufacturer within the meaning of § 950 BGBB, without the company Vital Products GmbH thereby being obligated. In the case of processing by the purchaser with other goods not owned by Vital Products GmbH or delivered by the purchaser, Vital Products GmbH is entitled to co-ownership of the new item in proportion to the invoice value of the goods delivered subject to retention of title at the invoice value the processed goods. The same applies in the case of mixing.

8.3. Should the reservation of ownership be terminated by connection, processing or mixing, the buyer hereby assigns to the company Vital Products GmbH the rights to the new stock or the new item in the amount of the respective invoice value of the goods delivered under retention of title. The buyer keeps the new stock or the new thing free of charge for the company Vital Products GmbH. The resulting co-ownership rights are also to be considered as reserved property for the company Vital Products GmbH.

8.4. The buyer is entitled to resell the reserved goods in the ordinary course of business, as long as he is not in default with the services provided to the company Vital Products GmbH. The buyer is obliged to agree with his customers a reservation of title. The claim of the buyer from the resale is already considered as having been assigned to the company Vital Products GmbH in the amount of the purchase price attributable to the goods subject to retention of title. The company Vital Products GmbH accepts this assignment today. The retention of title expires in the event of resale or payment of the full purchase price to the company Vital Products GmbH. Should the seller make or have made a current account agreement with his customers, which leads to the claim arising from the resale not being transferred directly to the company Vital Products GmbH, then the claim from the current account relationship with the purchaser of the purchaser shall already be considered as present the company Vital Products GmbH ceded. The company Vital Products GmbH in turn accepts this assignment. All claims of the buyer from the resale of the reserved goods, which were assigned to the company Vital Products GmbH on the basis of this condition, serve to secure the claim to the same extent as the reserved goods themselves.

8.5. The buyer is nevertheless authorized to collect the claim from the resale. The collection authority granted to the buyer by the company Vital Products GmbH remains unaffected by the direct debit authorization of the buyer. However, Vital Products GmbH will not collect the claim itself as long as the buyer duly fulfills his payment obligations. At the request of the company Vital Products GmbH, the buyer must notify the debtors of the assigned claim and notify them of the assignment. The buyer must inform the company Vital Products GmbH immediately if foreclosure measures are applied to the reserved property.

8.6. Should the purchaser acquire claims against an insurer or other third parties as a result of damage, reduction, loss or other loss of the reserved goods, these claims with all ancillary rights in the scope of the value of the reserved goods are already assigned to the company Vital Products GmbH at the time of delivery. which hereby accepts the assignment.

8.7. The retention of title is conditional on the fact that it expires with the full payment of all claims from the business relationship without further notice. In this case, ownership of the reserved goods passes to the buyer and the assigned claims are also due to the buyer.

8.8. If the value of the securities exceeds the claims of the company Vital Products GmbH by more than 20%, then the company Vital Products GmbH will release securities of the choice of the company Vital Products GmbH on request of the buyer.


9. Terms of payment

9.1. The invoice amounts are payable in full within the invoice date stated in the invoice currency or equivalent in Euro at the official rate of exchange. Complaints of the invoice must be reported immediately in writing. At the latest 14 days after date of invoice, the invoice is considered accepted.

9.2. A right of refusal of the buyer is excluded in the business dealings with merchants. A set-off by the buyer is only permitted, as far as its counterclaim by the company Vital Products GmbH is recognized in writing, or has been legally established.

9.3. If the invoice is not paid, the company Vital Products GmbH is entitled, as described in Section 7.2. these conditions agreed to demand interest rates.

9.4. The company Vital Products GmbH is entitled, in spite of any otherwise stipulated provisions of the purchaser, to first offset payments against its older debts. In this case, the company Vital Products GmbH inform the buyer immediately about the nature and amount of the settlement.

 

9.5. A payment is only deemed to be made if the company Vital Products GmbH can dispose of the amount. Checks and bills of exchange are accepted only on account of performance.

9.6. If the buyer is in default of more than 14 days with the company Vital Products GmbH with payment obligations, all existing claims will become due immediately.

9.7. The company Vital Products GmbH against existing claims may be assigned only with their prior written consent.


10. Liability

The buyer is solely responsible for the marketability of the contractual points in the respective country. The same applies to all textual and promotional statements on the packaging and in the environment of marketing. As far as from the respective legal situation nevertheless a liability of the Vital Products GmbH should result, the buyer releases the company Vital Products GmbH in the internal relationship from any claims and makes a corresponding compensation for damages, including all costs to defend against such claims. This also applies in particular to resulting attorney fees and court costs. This regulation also applies if the rights of third parties are impaired by the placing on the market of the respective product (eg patent rights or similar). This applies in particular to the case of the export of the goods of the company Vital Products GmbH by the buyer to areas outside the Federal Republic of Germany, in particular if the products of the company Vital Products GmbH are infringed on industrial property rights of third parties. The same applies if by improper use of body damage or damage to health and property damage occurs.


11. Place of fulfillment

Unless otherwise stated in the order confirmation, the place of business of Vital Products GmbH is the place of performance.


12. Jurisdiction / Final Provisions

12.1. The place of jurisdiction is the competent court at the headquarters of the company Vital Products GmbH.

12.2. The execution of the contract, as well as its legal evaluation, are subject to German law, regardless of whether the contract was concluded in Germany or abroad. In any case, under exclusion of foreign law, in particular excluding the provisions of UN5Kaufrecht and the law of the European Union, only German law applies.


13. Severability clause

The execution of the contract, as well as its legal evaluation, are subject to German law, regardless of the contract. In any case, under exclusion of foreign law, in particular excluding the commission of UN5 Purchasing and the law of the European Union, only German law applies.

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