General terms and conditions
I. General Terms
The following terms and conditions apply to all contracts and deliveries between PerformaNat GmbH (hereinafter referred to as seller) and its customers (hereinafter referred to as buyer), unless they have been modified with the express consent of the seller.
Divergent general conditions of the buyer apply only if the seller expressly agrees to them.
II. Conclusion of contract
A contract is only concluded when the order is signed by the seller or executed directly. If sales contracts are concluded verbally or by telephone subject to written confirmation, the content of the confirmation letter shall prevail, unless the recipient objects immediately.
III. Delivery terms
The seller is entitled to provide the contractual service in partial deliveries. The way of transport is determined by the seller. Complaints regarding transport damage, delay or loss must be made in written form to the seller within 3 days after receipt of the delivery or within 3 days after expiry of the agreed delivery date. In addition, damage in transit must be reported in writing to the hauler at the time of delivery and noted on the delivery note. Failure to do so will void the claims of the buyer from the loss event against the seller.
Prices are valid according to price agreement with PerformaNat GmbH. The prices quoted are net prices ex warehouse plus the legal VAT. Packaging, freight and transportation insurance are not included unless expressly agreed otherwise, but are shown separately on the invoice. Customs duties, examination fees, monetary compensatory amounts and other fees based on public law are borne by the buyer.
V. Terms of payment
Invoices are due for payment immediately without deductions, unless otherwise expressly agreed. At the end of the payment period, the buyer is in default. The purchase price is subject to interest during the default at the applicable statutory default interest rate – subject to further rights.
Unless a fixed price agreement has been made, reasonable price changes remain due to changes in labour, material and distribution costs for deliveries made 3 months or later after conclusion of the contract.
VI. Complaints, warranty and guarantee
The seller warrants for faultless condition of the goods ex works. The delivered goods must be inspected by the buyer immediately after receipt for any defects. The obligation to examine applies to the entire delivery. The goods must be stored properly in a place suitable for animal feed, in a cool and dry place, and protected against loss, destruction and damage. Notifications of defects of any kind shall be made immediately to the seller, but at the latest within 3 days after receipt of the goods, and in any case prior to transfer, consumption and processing under exact specification of the alleged defects and by sending a sample. Notifications of defects which do not meet these requirements or are only made during or after the consumption or the processing of the goods will not be considered, so that a warranty obligation of the seller shall be waived. Unapparent defects of any kind must be notified by the buyer immediately after their discovery, but at the latest within 3 days after the discovery.
If the notification of defects is timely and justified, the seller shall take back the defective parts of the goods and, subject to the possibility of delivery, replace them free of charge with other goods. The seller is entitled to refund the purchase price instead of a replacement delivery. If the replacement goods are also defective, the buyer is entitled to a reasonable reduction of the remuneration or cancellation of the contract. Warranty claims expire one year after delivery of the goods.
Claims of the buyer for damages are excluded. This does not apply to claims for damages of the buyer resulting from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on intentional or grossly negligent breach of duty by the seller, his legal representatives or vicarious agents. Significant contractual obligations are those whose fulfillment is necessary to achieve the objective of the contract. In the event of a breach of essential contractual obligations, the seller shall only be liable for the contractually typical, foreseeable damage, if this was only caused by simple negligence, unless it concerns claims for damages of the customer resulting from injury to life, limb or health. The previously stated restrictions also apply in favor of the legal representatives and vicarious agents of the seller, if claims are asserted directly against them. The regulations of the Product Liability Act remain unaffected.
VIII. Retention of title
The delivered goods shall remain the property of the seller until full payment of the purchase price and all claims that the seller has or shall acquire in the future from the business relationship with the buyer. If the goods subject to retention of title are inseparably mixed or blended with other goods, the seller acquires co-ownership of the unitary goods in a proportion equal to the value of the reserved goods in proportion to the value of the goods mixed with them at the time of mixing or blending. By processing the reserved goods, the seller acquires ownership of the new item; the buyer keeps this for him. At the request of the seller, the buyer must provide information about the stock of the goods subject to retention of title which are still stored with him within one week and return them immediately to the seller.
The buyer is entitled to resell the goods, including those produced by mixing, blending or processing only in the context of his proper business operations. He is not authorized to make other dispositions of these goods, in particular to pledge the assignment as collateral. The buyer hereby assigns to the seller all claims arising from the resale of the reserved goods or the goods made from them by working or processing. Of the claims arising from the sale of goods in which the seller has acquired co-ownership by mixing or blending, the buyer hereby assigns to the seller a first-rate partial amount corresponding to the co-ownership share in the goods sold. If the buyer sells goods that are owned or co-owned by the seller together with other goods not belonging to the seller at a total price, the buyer hereby assigns to the seller a first-rate portion of this total amount corresponding to the share of the reserved goods. Subject to revocation the buyer shall be authorised to collect any assigned claims. The buyer is authorized to collect the assigned claims from the resale subject to revocation at any time. He shall, upon request, name the debtors of the assigned claims, notify them of the assignment or hand over the assignment notices. As long as the buyer meets his payment obligations, the seller will not disclose the assignments. If the value of the securities existing for the seller exceeds the claim by more than 30%, the seller is obliged to release securities of his choice at the request of the buyer.
IX. Data protection
The buyer is hereby informed that the data obtained in the context of business relations is processed in accordance with DSGVO (Datenschutz-Grundverordnung) by the seller.
X. Place of Jurisdiction and performance
The business relationship between the parties is governed exclusively by German law. The jurisdiction agreement applies equally to domestic customers and foreign customers. Place of fulfillment and jurisdiction for all services and disputes is the place of business of the seller.
XI. Legal effectiveness / Severability clause
Should individual terms be or become legally ineffective or should a gap arise in the contract, this does not affect the validity of the remaining contents of the contract.