General terms and condi­tions (GTC)

valid after 03-05-2009

1. Choice of law future contracts

1.1 In commercial transac­tions between Hämmerle Kaffee GmbH and its contract partners (purchaser), solely these general terms and condi­tions are valid. Divergent condi­tions of the purchaser that are not expli­citly acknow­ledged by us are considered noncom­mittal, even when not expressly objected.

1.2 These general terms and condi­tions are considered as framework agreement for all further legal transac­tions between the contract parties.

2. Prices

2.1 If not stated otherwise, our prices are ex works.

2.2 The deduction of cash discount requires a written agreement.

2.3 VAT is not included in our prices. It is declared separately on our invoices.

3. Risk of loss

3.1 If not stated otherwise, our prices are ex works.

3.2 Special agree­ments apply for the taking back of packaging.

3.3 If the customer requests, we will conclude a cargo insurance for the delivery. The customer has to bear the costs incurred. The shipping of the goods happens at the buyer’s risk and costs.

4. Impli­ca­tions of viola­tions of duty

4.1 The purchaser has to check the goods immediately after receiving, and if a flaw is detected, he has to instantly notify Hämmerle Kaffee GmbH. If the purchaser does not make an immediate complaint, the goods are considered as approved, unless it is a flaw that cannot be detected on a duly inspection. If it is such a flaw, then the notifi­cation has to happen immediately after detection of the flaw – otherwise the goods are considered as approved. Hämmerle Kaffee is entitled to either eradicate the flaw or deliver new, flawless goods. In case of eradi­cating the flaw, Hämmerle Kaffee GmbH bears the cost only up to the purchase price. If the supple­mentary perfor­mance fails, the purchaser has the right either to withdraw from the contract or to demand a price reduction.

5. Prolon­gation of delivery time

5.1 If at concluding the contract unfor­seeable acts of nature, strike or lockouts, wrong or not punctual supplier deliveries or other from Hämmerle Kaffee GmbH not changeable circum­s­tances cause a prevention of the fulfillment of the delivery obligation, the delivery time prolongs as long as the respective perfor­mance agreement lasts; however, two months at the maximum. Once this deadline has expired, Hämmerle Kaffee GmbH is entitled to withdraw from the contract.

5.2 In this case, the purchaser has no right to compensation.

6. Retention of title

6.1 Hämmerle Kaffee GmbH titles the retention of the goods until all outstanding debts from the business relation with the purchaser are met.

6.2 If the goods subject to retention of title are mixed with other people’s property, we appertain to common property of the new or mixed stock in relation to the value of our goods subject to retention of title until the point of mixing.

6.3 In the duly course of business, the purchaser is allowed to sell the goods. By selling the goods, the purchaser resigns from further claims to Hämmerle Kaffee GmbH in full not just the propor­tionate value of goods. We hereby accept this assignation.

6.4 The purchaser has the right to collect the assigned claims only as long as he has not properly met his payment obligations.

6.5 If in the recipient country is such a regulation of retention of title is not possible, in any case the delivered goods remain in the possession of Hämmerle Kaffee up to the complete payment.

6.6 The purchaser obliges to contact Hämmerle Kaffee GmbH immediately if the goods subject to retention of title are seized at third hand or used in other ways, or if such measures are announced or to be expected. Pledge or chattel mortgage of goods subject to retention of title is not allowed for the purchaser. If the value of the security given to Hämmerle Kaffee GmbH exceeds the amount of the claim to be secured by 10%, Hämmerle Kaffee GmbH commits itself to release security to the extend requested by the purchaser.

7. Payment and default in payment

7.1 The purchaser obliges to meet the agreed payment condi­tions in due time.

7.2 The purchaser defaults after 14 days of excee­dance of the agreed payment condi­tions and commits to pay EUR 6,- for each overdue notice.

7.3 If a default occurs or circum­s­tances come out after contract formation that are geared for harming the credit­wort­hiness of the purchaser, Hämmerle Kaffee GmbH is entitled to deliver outstanding shipments only on advance payment or by way of security.

7.4 The purchaser only has offset rights if his counter­claims have been deter­mined without further legal recourse, uncon­tended or acknow­ledged by us. Moreover, the purchaser is only has the right to retention if it based on the same legal relationship.

8. Personal data of the purchaser

8.1 The personal data of the purchaser that is needed for the transaction of the business relation will be saved.

8.2 The customer is obligated to announce to Hämmerle Kaffee GmbH all modifi­ca­tions of his business address, as long as the transaction covered by the contract is not fully fulfilled on both sides. If the purchaser omits this announcement, all decla­ra­tions remain valid if they had been sent to the last known address.

9. Place of fulfillment, place of jurisdiction

9.1 Place of fulfillment of the job execution and the financial obligation of the purchaser is Bludesch.

9.2 The Austrian law applies. The appli­ca­bility of the UN Convention on Contracts for the Inter­na­tional Sale of Goods (CISG) is expli­citly ruled out. The contract language is German. The contracting parties agree on the Austrian, domestic jurisdiction.

9.3 The ineffec­ti­veness of one of the regula­tions above does not affect the effec­ti­veness of the other regulations.

9.4 Deviating agree­ments and subsi­diary agree­ments require a written form for their effectiveness.