General Terms and Conditions for the Sale and Delivery of Goods and Services
RAPS GmbH & Co. KG, Adalbert-Raps-Straße 1, 95326 Kulmbach
RAPS Fresh GmbH, Rothenfelder Straße 57, 33775 Versmold
1.1 These General Terms and Conditions for the Sale and Delivery of Goods and Services shall apply exclusively for all quotations and contracts for delivery of goods and services of RAPS GmbH & Co. KG (hereinafter the “Vendor” or “we” or “us” etc.), including current and future business relations. Deviations herefrom shall be binding for us only when we have agreed to them expressly in text form.
1.2 We expressly object to general terms and conditions of trade and purchase of the Buyer. They shall only obligate us when we have agreed to them expressly in text form.
1.3 In as far as a text form requirement is laid down in these Conditions of Sale and Delivery, this text form requirement can only be waived expressly in text form. This rule is not applicable to side agreements which have been individually agreed by the parties during the conclusion of the contract.
2. Quotations and Offers
2.1 Our quotations and offers are non-binding, which means that we may waive any offers until such offer has been accepted; any quotations and offers are subject to prior sale.
2.2 Our field service is not authorized to make agreements of any kind whatsoever. Such agreements require our confirmation in text form to be valid.
2.3 Specimens and samples shall be deemed as approximated inspection pieces for quality, dimensions, colour, packaging and presentation. These properties will not be guaranteed.
3.1 The prices quoted by us are ex works, resp. delivery warehouse including packaging, but excluding the value added tax applicable for the correspondingly stated currency.
3.2 Any lattice boxes, containers or similar transport packaging (returnable container) provided on loan remain the property of the Vendor and shall be returned to the Vendor in good order and at the expense and risk of the Buyer within a reasonable period of time after delivery. The Buyer shall be liable for any damage or loss of the returnable container. Failure to return any of the returnable container shall be compensated by the Buyer on the basis of the time value of the returnable container.
4. Payment Terms
4.1 The invoiced amounts will be due within 30 days, received by us, in the invoiced currency without deductions.
4.2 Complaints about the invoice shall be conveyed immediately in text form. The invoice shall be deemed as accepted if the Buyer does not object to the invoice within a period of 30 days following the date of the invoice. The Vendor will inform the Buyer of this stipulation in each in-voice separately. The agreed payment period counts from the date of the invoice.
4.3 If the Buyer is an entrepreneur, any right to reject the deliveries of the Buyer is excluded. This shall not apply when the counterclaim, on which the right to reject the deliveries is based, is undisputed or has been confirmed by a court.
4.4 The Buyer may offset any of its claims against any claims of the Vendor if the Buyer’s claims are undisputed or have been confirmed by a court.
4.5 Any bonuses or refunds will only be paid to the Buyer if the Vendor itself has no due claims against the Buyer. Such due claims will be netted by offsetting.
5. Time of Delivery and Delivery
5.1 The deadline for delivery shall commence on the day of our order confirmation.
5.2 The Buyer may not refuse acceptance of the delivery due to insignificant defects.
5.3 The agreed quantities are approximate quantities which entitle the Vendor to deliver goods of up to 10% below or above the agreed quantity. The weight at dispatch shall be decisive. For weight loss during transport the Vendor shall only be liable according to clause 6.9.
5.4 Events of force majeure shall release the Vendor from the obligation of on time delivery. If the Vendor and the Buyer are unable to agree on a new fixed date of delivery, the Buyer may exercise its statutory rights. The same shall apply when any events of force majeure occur with any of the sub-suppliers of the Vendor. In any such events the Vendor has the right to rescind from the agreement.
5.5 Deliveries will be made ex works or warehouse. If the agreement has been entered into by a Buyer who is an entrepreneur, any risk shall be passed over to the Buyer with the handover to the shipping agent or freight forwarder, at the latest however, when the goods leave the production facility or the warehouse.
5.6 In the case of an order value of less than EURO 75.00 a minimum value surcharge of EURO 6.95 will be invoiced.
6. Warranty, Notice of Defects, Damage Claims
6.1 Statements about the conformity of the goods with provisions of whatever nature, and any recommendations of goods given by the Vendor or its agents, as well as product descriptions of the Vendor or the manufacturer do not represent a warranty or guarantee.
6.2 Claims for defects cannot be made for insignificant deviation from the agreed quality/texture or for customary loss.
6.3 The Buyer must notify to the Vendor any defects by sending a claim notice of defects in text form within 10 days to the Vendor, receipt at our premises, after the Buyer has received the goods at the agreed place of delivery. Hidden defects can only be claimed within an appropriate period of time the duration of which is dependent on the nature of the goods. Hidden defects must be notified to the Vendor without undue delay after they have been discovered, at the latest, however, within 7 working days. This clause 6.3 applies only vis-à-vis entrepreneurs.
6.4 Faulty goods shall be repaired/touched up free of charge or redelivered at the discretion of the Vendor, provided the reason of the default was already given at the time when the risk passed to the Buyer.
6.5 If the agreement has been entered into with an entrepreneur, the Vendor may in its sole discretion - instead of repair/touch up or re-delivery - replace the reduced value.
6.6 Should the repair/touch up or re-delivery fail, the Buyer - irrespective of any damage claims in accordance with clause 6.9 - may rescind the contact or reduce the purchase price.
6.7 Any further claims by the Buyer are excluded.
6.8 Any return of delivered goods will only be accepted if such returns are based on a legitimate exercise of warranty claims which give the right to return the goods. The returned goods must - notwithstanding the claimed defect - be without any other damage and the time period until the expiry of the “best before date” shall, as a rule, not be less than four months. The foregoing clause shall not apply if such clause leads to an unlawful reduction of the limitation period.
6.9 Damage claims of the Buyer, irrespective of the legal reason, shall be excluded. This shall not apply (a) in as far as there is a compulsory liability, e.g. in accordance with the product liability law, (b) in cases of willful misconduct or gross negligence, (c) as a result of injury to life, body or health or (d) due to the violation of such duties, whose fulfilment enables the execution of the contract in the first place and on the meeting of which the contractual partner may depend regularly (major contractual duties). The damage claim for the violation of major contractual obligations is, however, limited to the contractually typical, foreseeable damages, provided it is not a case of willful misconduct or gross negligence, or there is liability for injury to life, body or health. A change of the onus of proof to the disadvantage of the Buyer is not linked with the above regulations.
6.10 The Vendor is under no obligation to inquire whether, or to guarantee that, the goods sold by the Vendor are not subject to any protective rights of third parties abroad. If the Buyer exports the goods sold by the Vendor to territories outside of Germany, the Vendor may not be held liable in the event that the products of the Vendor violate protective rights of third parties, unless the purchase agreement expressly states that the goods will be exported by the Buyer into specific countries. The Buyer shall reimburse to the Vendor any damages of the Vendor caused by the export of goods which were not delivered for the purpose of an export.
6.11 Claims for defects of the delivered goods and any damage claims for other legal reasons shall expire after 12 months following the commencement date of the legal statute of limitations. This period does not apply where the law compulsory prescribes other periods, e.g. in the case of damage claims according to the product liability act and the cases of compulsory liability as stated in clause 6.9. Deviating from the foregoing stipulations, any warranty claims of consumers shall expire within the statutory periods of the applicable statute of limitations.
7. Retention of Title
7.1 Until the full purchase price of the delivered goods has been paid, the Vendor shall remain owner of the sold goods. Vis-à-vis entrepreneurs as contractual partners, the Vendor furthermore shall remain owner of the sold goods until the Buyer has paid all outstanding debts in full, even if they result from other deliveries of the Vendor to the Buyer. The goods for which the ownership has not yet passed to the Buyer according to the stipulations above are in the following referred to as the “Reserved Goods”.
7.2 If Reserved Goods are processed by the Buyer to a new, moveable item the new item will become property of the Vendor. If the Buyer processes the Reserved Goods together with other goods which are not the property of the Vendor, the Vendor shall acquire co-ownership in the new item in accordance with the ratio of the Reserved Goods to the other goods at the point of time of processing.
7.3 The Buyer shall be entitled to sell the Reserved Goods in the regular course of business. The Buyer hereby assigns to us all future claims arising from the sale of the Reserved Goods to its customers in the amount of the still existent purchase price debt. The Buyer must disclose the names of its customers upon our demand.
7.4 The Buyer is obliged to notify to us any third party access to the Reserved Goods immediately.
8. Additional Sales and Delivery Conditions for Sausage Casings
8.1. The Vendor uses sausage casings of renowned manufacturers. We only assume a warranty for the sausage casings to the extent that we are entitled to legal warranty claims against the respective manufacturer and only within the legally applicable periods. Any liability beyond this is expressly excluded.
8.2. Print motifs designed by us or a member of the Raps Group are our intellectual property and require our written consent for use by the Buyer or third parties. If print documents are provided to us by the Buyer or if we have to comply with specifications communicated by the Buyer, we shall not be liable for collisions with the rights of third parties or in the event of a violation of food law regulations due to the motif or text design; the Buyer shall indemnify us against corresponding claims.
8.3. Sausage casings printed or made up as special orders, i.e. orders made to customer specifications, cannot be returned or exchanged, except in the case of justified quality defects. In the case of special orders, no notice of defects can be given for rejects of up to 3%. Slight color deviations from the designs are possible and not unusual, therefore a notice of defects in this regard is excluded. In the case of special orders, the Buyer shall undertake to accept partial deliveries. The order shall also be deemed to have been fulfilled in the event of short or excess quantities of up to 15%.
9. Place of Fulfilment and Jurisdiction
9.1 The place of fulfilment for the contractual obligations of both parties and exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relations, are the headquarters of the Vendor if the Buyer is an entrepreneur; vis-à-vis consumers as customers the statutory regulations apply.
9.2 The Vendor may also sue the Buyer at its registered offices. Vis-à-vis consumers as customers the statutory regulations apply.
10. Final Provisions
10.1 The contractual relations between Buyer and Vendor are subject to German law with exclusion of the convention on contracts for the international sale of goods (CISG).
10.2 Should these provisions be invalid in part or contain loopholes, the validity of the remaining provisions shall not be affected by this.
Status: February 2021
RAPS GmbH & Co. KG
RAPS Fresh GmbH
RAPS GmbH & Co. KG
RAPS Fresh GmbH