XOX Gebäck GmbH
Am Hastebach 8
Fon +49(0)5151 1073350
Fax +49(0)5151 1073351
Chief Executive Officer: Edmund Erhard Besecke
Director of Sales and Marketing: Stefan Hund
Registration Office: Amtsgericht Hannover
Registration Number: HRB 100696
Sales tax identification number in accordance with § 27 a of the Sales Tax Act: DE 812410860
Concept and design
Smartcon Media GbR
Ratiborer Str. 21
Smartcon Media GbR
Ratiborer Str. 21
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Our General Terms and Conditions of Business
General Terms and Conditions of Business of the XOX Gebäck GmbH
§ 1 Validity of these General Terms and Conditions
1. Our deliveries, services and offers are exclusively based on these General Terms and Conditions of Business. Therefore, these also apply to all future business relationships, even if these General Terms and Conditions of Business are not expressly agreed on again. These General Terms and Conditions of Business are considered accepted, at the latest, upon receipt of the goods or services. Counter-confirmations from the buyer with reference to the buyer’s general terms and conditions of business or conditions of purchase are hereby rejected.
2. Deviations from these General Terms and Conditions of Business apply only if we confirm them in writing. We sell exclusively on the basis of these General Terms and Conditions of Business.
§ 2 Offer and Conclusion of Contract
1. Our offers are not binding in terms of prices or quantities. Orders, declarations of acceptance and orders received by us shall be deemed accepted if we do not object to them in writing within a week.
2. Our sales employees are not authorised to make verbal collateral agreements or verbal assurances that go beyond the content of the written contract.
§ 3 Prices
1. Unless stated otherwise, we abide by the prices contained in our offers until an increase in price is announced. Additional deliveries will be charged separately.
2. In the interest of fair competition, buyers shall not sell the goods purchased from us for the same prices charged by us. For each case of infringement, a penalty of 10% of the contractual sum is due.
§ 4 Retention of Title
1. We retain the title to the goods delivered by us if we have any claims, whether now or in the future, against the buyer that arise out of the business relationship (including all claims relating to the current account balance) or that are legally founded.
2. The buyer is entitled to sell the reserved goods in the ordinary course of business, as long as the buyer is not in default of payment. Pledges or collateral assignments are prohibited. The buyer hereby assigns to us, in full, all of the claims arising out of the resale of the goods delivered by us or arising out of any other legal ground (insurance, tortious action) that concerns the reserved goods (including all claims relating to the current account balance). We may authorise the buyer to collect the claims assigned to us for the buyer’s own account in the buyer’s own name. This collection authorisation can only be revoked if the buyer does not properly meet the buyer’s payment obligations.
3. In case of any seizure or access by third parties to the delivered goods that are subject to retention of title, the buyer shall make a reference to our ownership and inform us immediately by sending a copy of the seizure record.
4. In case of breach of contract by the buyer – in particular, default of payment – we are entitled to recover the reserved goods or, if necessary, to demand assignment of the buyer’s claims for surrender that the buyer has against third parties. The recovery of the reserved goods by us is not a withdrawal from the contract.
§ 5 Delivery Period and Time of Performance
1. Delivery dates or deadlines, which can be agreed upon as binding or non-binding, must be made in writing.
2. We strive to ensure that delivery deadlines and delivery quantities are always met correctly. In the case of unforeseeable missed deadlines or quantity under-runs, the buyer is not entitled to any claims. In regard to binding, agreed-upon deadlines, we are not responsible for delivery and service delays that occur due to force majeure or events that make our performance considerably more difficult or impossible – in particular strikes, lockouts, official orders, etc., even if they occur at our suppliers or their subcontractors. This entitles us to postpone the delivery for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to partial performance.
§ 6 Liability for Defects
1. The buyer shall examine the entirety of the goods immediately upon receipt of the delivery item. In the case of a defect, the buyer shall immediately notify us, at the latest within a week’s notice, and provide a detailed description of the defect; otherwise, the defective goods shall be deemed approved and accepted by the buyer.
2. The buyer is nevertheless obligated to accept the goods and store them properly. A return of the goods to us may only be made after our prior written request. Complaints about identifiable defects that reach us later than 8 days after receipt of the goods are no longer valid. In the case of a timely and demonstrably justified notice of defects, we have the right and obligation to provide a replacement for the buyer free of charge. Should this not be possible for us, the buyer is entitled to a reduction or to withdraw from the contract. Further claims, namely claims for compensation for consequential damage, are excluded.
3. Furthermore, the buyer is obliged to immediately inform us as soon as the buyer becomes aware of the assertion of warranty rights by a consumer with regard to the delivered object of purchase.
4. The limitation period according to §§ 478 Para. 3, 476 of the German Civil Code (BGB) is limited to three months from the transfer of risk.
5. Complaints to the seller’s representatives are not legally binding.
§ 7 Transport Costs
Unless otherwise agreed upon in writing, deliveries are made free of charge to the receiving station named by the buyer, including normal packaging.
§ 8 Transfer of Risk
Risk transfers to the buyer as soon as the shipment has been handed over to the person carrying out the transport or as soon as the shipment has left our warehouse for the purpose of dispatch. If shipping becomes impossible by no fault of our own, the risk transfers to the buyer with the notification of readiness for shipment.
§ 9 Payment
1. Payments are to be made exclusively and immediately within 21 days of the invoice date, free of postage and expenses.
2. In case of overdue receivables, later claims/receivables are due immediately, without any discount being granted. For payments within 14 days of the invoice date, we grant a 2% discount. If the 21-day deadline is exceeded, a default interest rate of 5 percentage points above the base rate of the ECB plus statutory VAT may be charged. The buyer is only entitled to a set-off or a reduction or to retain the goods, even when complaints or counterclaims are asserted, only if we have agreed to such in writing or if the counterclaims have been legally established. A right of retention of the buyer, which is not based on the same purchase contract, is excluded. Payments to our employees may only be made if said employees have a written authorisation for the receiving of payments. Checks are credited until their redemption.
3. In spite of contrary provisions of the buyer, we are entitled to first offset payments against the buyer’s older debts. We shall inform the buyer about the type of settlement. If costs and interest have already been incurred, we are entitled to offset the payment first against the costs, then against interest and finally against the principal claim.
4. If we become aware of circumstances that call into question the creditworthiness of the buyer, in particular, if the buyer ceases to make payments or if the checks that the buyer has given us are not honoured, or if other circumstances become known that call into question the creditworthiness of the buyer, we are entitled to call in all the outstanding debt of the buyer, even if we have accepted checks. In this case, we are also entitled to demand advance payments or a security deposit.
5. Failure to comply with our terms of payment entitles us to withhold any further deliveries and to withdraw from the contract in whole or in part or to claim damages for non-performance, without prejudice to other rights, in particular, the claim to surrender goods subject to retention of title in the case of the buyer’s suspension of payments, a court settlement or the opening of insolvency proceedings.
§ 10 Value Added Tax
The calculation of the goods delivered by us is done with a separate estimate of the legal value added tax.
§ 11 Limitation of Liability
Claims for damages due to either disruptions in performance or tortious actions are excluded both against our vicarious agents and against us unless intentional or grossly negligent action is involved.
§ 12 Place of Fulfilment
The place of fulfilment for the payment of the purchase price as well as the other services of the buyer is Hameln, Germany. The place of fulfilment is not changed if we assume the dispatch of the goods.
§ 13 Place of Jurisdiction
The place of jurisdiction for all disputes – also for legal actions against the buyer concerning bills of exchange and checks – is Hameln, Germany, unless the law stipulates another place of jurisdiction. Contracts with foreign customers are subject to the law of the Federal Republic of Germany.
§ 14 Online Dispute Resolution In order to comply with ODR (Online Dispute Resolution), we would like to point out that a platform for dispute resolution is provided by the EU Commission. This can be found by clicking the following link: http://ec.europa.eu/consumers/odr/.
§ 15 Alternative Dispute Resolution
Please note that the General Consumer Arbitration Centre of the Centre for Mediation e. V. (Allgemeine Verbraucherschlichtungsstelle des Zentrums für Schlichtung e. V) acts as the consumer arbitration board under the Directive on Consumer ADR, Directive 2013/11/EU (Alternative Dispute Resolution). Further information can be found at the following link: www.verbraucher-schlichter.de.
According to § 36 VSBG, XOX Gebäck GmbH hereby declares that it will not participate in the dispute settlement procedure before a consumer arbitration board.
§ 16 Severability
Should a provision of these General Terms and Conditions of Business or a provision in the context of other agreements be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions of these General Terms and Conditions of Business and other agreements. Rather, the invalid provision will be replaced by a provision that comes closest to the invalid provision in a legally permissible manner.
Current as of: August 2017
XOX Gebäck GmbH, Am Hastebach 8, 31789 Hameln, Germany