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.
2.1 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.