Contact Information & GTB

Contact Information

XOX Gebäck GmbH
Am Hastebach 8
31789 Hameln

Fon +49(0)5151 1073350
Fax +49(0)5151 1073351

General Terms of Business of XOX Gebäck GmbH

§1 Validity of the Terms and Conditions
1. Our deliveries, services and offers are based exclusively on our General Terms and Conditions. Thus these terms also apply to all future business relations, even where they are not again expressly agreed. These conditions are regarded as accepted at the latest with the acceptance of the goods or the service. Contrary statements on the part of the buyer indicating his own terms of business and purchase are contradicted herewith.

2. Deviations from these General Terms and Conditions are only effective if confirmed in writing by us. Our business relationship shall be regulated exclusively on the basis of these General Terms of Business.

§2 Quotations and Conclusion of Contracts
1. Our offers are subject to confirmation in terms of price and quantity. Letters of confirmation and all orders are considered to be legally valid unless we contradict in writing within one week.

2. Our sales personnel shall not be authorized to make verbal side arrangements or promises which go beyond the contents of the written contract.

§3 Prices
1. Unless otherwise specified, we consider ourselves bound by the prices quoted in our firm and binding offers until announcement of the price increase. Additional deliveries will be charged separately.

2. In the interest of fair competition, the buyer commits himself, not to sell the goods obtained from us below the price calculated by us. For any failure to observe the restrictions on use a contractual penalty amounting to 10 % of the order value shall be paid.

§4 Retention of Title
1. We shall retain title to the goods delivered until all claims deriving from the business relationship with the buyer are met, including those arising in future (and also including our claims for balances on current account.

2. The buyer is entitled to sell the goods subject to reservation of title in proper trading, so long as he/she is not in default. Pledging or collateral assignments are inadmissible. The claims (including all of the account balance claims from the current account) arising out of the onward sale or another legal ground (insurance, unauthorized action) with regard to the goods subject to retention of title are hereby assigned now by the buyer to us to the full extent, for the sake of precaution. The buyer is hereby irrevocably entitled to collect on its behalf and for its account all claims assigned to us. This authorization for collection can be revoked only when the buyer does not properly fulfil his payment obligations.

3. In case of pledging or access of third parties to the supplied and reserved goods, the buyer shall point out the property of us and notify us without delay, sending a copy of the attachment record.

4. In the event that the buyer acts contrary to the contract – especially concerning late payment – we are entitled to take back the retained goods or, where appropriate, demand the buyer’s surrender claims against third parties, if necessary. Should we repossess the goods subject to the retention of title, this shall not constitute rescission of the contract.

§5 Period of Delivery and Performance
1. Delivery deadlines, which may be agreed upon as binding or unbinding, must be stipulated in writing.

2. We always strive for meeting deadlines. In the case of unforeseeable exceeding of deadline or lower quantities than ordered, the buyer has no claim for compensation. Delays in delivery and payment on the basis of a force majeure and events significantly impairing or rendering the delivery impossible for us – this includes in particular a strike, lockout, official ordinances etc., also if they take place at supplier locations of the buyer or their sub-suppliers – we are also not accountable in the event of delivery periods and deadlines, which were agreed in a binding manner. They shall entitle us to suspend the delivery for the duration of the hindrance plus an appropriate start-up period or to withdraw completely or partly from the contract for the obligations, which have not yet been fulfilled.

§6 Liability for Defects
1. The buyer is obliged to check the incoming goods immediately after receipt. The must notify us immediately or within one week at the latest, after obtaining knowledge of a defect by providing an exact description of the defect, otherwise the defective goods are deemed as approved and accepted by the buyer.

2. Nevertheless, the buyer is obliged to accept the goods and store the same properly. Returning the goods to us is only possible after prior written request from our side. Complaints about any recognisable defects, reaching us later than 8 days following receipt of the goods by the buyer, will no longer be considered. In the event of timely and justified notification of defects, we shall have the right and the duty to replace the goods free of charge. If this is not possible for us, the buyer is entitled at his option to reduce the purchase price or withdraw from the contract. Any additional claims, namely claims for compensation of consequential damage are excluded.

3. Furthermore, the buyer is obliged to immediately inform us, as soon as he gets knowledge of any assertion of warranty rights by a consumer regarding the supplied goods.

4. The limitation period according to §§ 478 Sec. 3, 476 BGB (German Civil Code) will be limited to three months as from transfer of risk.

5. Complaints to the representatives of the seller will not be legally effective.

§7 Transportation Costs
Deliveries are made, unless otherwise agreed, including normal packaging, free of charge to the receiving station named by the buyer.

§8 Transfer of Risk
The risk is transferred to the buyer as soon as the delivery is handed over to the person carrying out the transport or has left our warehouse for the purpose of delivery. Should dispatch become impossible for reasons beyond our control, the risk passes over to the buyer upon notification of readiness for dispatch.

§9 Payment
1. Payments are to be made to us exclusively and immediately within 21 days after invoice date free of postage and expenses.

2. In case of accounts receivable being overdue, further accounts receivable will be due immediately without early payment discount. We grant a discount of 2 % for payments within 14 days after invoice date. If the 21 day period is exceeded, default interest at a rate of 5% above the base rate of the European Central Bank, plus the statutory value added tax may be charged. The buyer is only entitled to offset, withhold or reduce payment, even if claims or complaints have been put forward, when their claims are acknowledged by us exclusively in writing or are legally binding. A right of retention by the buyer, unless this right is based on the same contractual relationship, is excluded. Payments may only be made to our staff, if they can demonstrate valid authorisation by us to collect cash payments. Cheques will be accepted as means of payment until they have been cleared.

3. In spite of contradictory provisions of the buyer, we are entitled to initially offset payments against the former’s
older debts. We shall inform the buyer about the type of offsetting that has occurred. If costs and interest have already occurred, we are entitled to first credit the payment to the costs, then to the interest, then to the principal service.

4. Should we become aware of circumstances detrimental to the creditworthiness of the buyer, in particular where payments are stopped or cheques are not cashed or other circumstances that make the creditworthiness of the buyer questionable, we will have the right to make the entire remaining debt due for payment even where we accepted cheques. In this case, we are also entitled to demand advance payments or the provision of security

5. Any breach of our terms of payment entitle us, without prior notice of a further period of payment, to withhold further deliveries or to resign from the contract partly or completely or to demand from reimbursement due to non-fulfilment without prejudice to other rights, especially the right to surrender all goods subject to our reservation of title in case of cessation of payments by the buyer, judicial proceedings or insolvency proceedings.

§10 Value-added tax
The goods supplied by us are calculated with separate identification of the statutory value-added tax.

§11 Limitation of Liability
Buyer claims from service disruption and unauthorised action are excluded both against us and against all our employees and/or vicarious agents unless intentional or grossly negligent acts have taken place.

§12 Place of Performance
The place of performance for payment of the purchase price by the buyer, as well as any other payments, is Hameln. The place of performance will not be changed due to the fact that we take care of the shipping of the goods. The exclusive venue for all legal disputes between the contract parties, including all lawsuits in connection with bills of exchange and cheques is Hameln, unless another court is competent under mandatory statutory rules. German law shall govern all business relations with clients in other countries.

§13 Severability Clause
Should a provision of these terms and conditions or a provision within the scope of further agreements be or become wholly or partly invalid, the validity of all further provisions remains untouched. The condition in question is to be replaced by a new, valid condition that approximates it as closely as possible in its legal and commercial objective.

Valid as of May 2012
XOX Gebäck GmbH, Am Hastebach 8, 31789 Hameln, Germany

pdfGeneral Terms of Business of XOX Gebäck GmbH

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