General Terms and Conditions of Provendor GmbH

1. General
All deliveries and services of Provendor GmbH based on online orders via the Internet or other orders are subject to these Terms and Conditions. Deviating and/or supplementary agreements require the express consent of the management or an authorized representative in writing, as well as the written form; this also applies to a waiver of the written form requirement. These terms and conditions shall also apply to all future business relations, even if they are not expressly agreed again. These terms and conditions shall be deemed accepted at the latest upon receipt of the goods or services.

2. Offers
Offers and information in the catalog, Internet, price lists, brochures, etc. are always subject to change. Provendor GmbH reserves the right to make price adjustments in the meantime. An order shall only become effective upon our order confirmation or upon delivery of the goods. Provendor reserves the right to withdraw from an order in the event that a significant deterioration of the Purchaser’s financial situation occurs or Provendor subsequently becomes aware of such deterioration and the Purchaser is not prepared to perform concurrently, to make prior payment (advance payment or irrevocable credit to our account) or to provide security.

3. Prices
The prices apply ex works as net price in €, plus the respective statutory value added tax and packaging (cf. also No. 7). They are valid until the publication of new price lists. Should extraordinary fluctuations in raw material quotations occur, Provendor reserves the right to make price adjustments. In the event that price adjustments become necessary, Provendor shall inform Customer of the reason and amount. In this case, the Customer has a right to cancel the order within 7 days, otherwise the Customer is deemed to have accepted the changed prices. Decorative materials shown in our sales documents are not included in the price. Errors in description and prices reserved.

4. Terms of delivery
Deliveries are always made ex works (Incoterms 2010 EXW). Unless separately agreed, delivery dates stated in order confirmations are not binding. Provendor GmbH will, as far as possible, comply with specified delivery times on time. Delivery times are subject to the availability of input materials and unforeseen production disruptions. If the delivery date is exceeded, the Customer has the right to set a grace period of at least six weeks. If Provendor GmbH does not deliver within the grace period, the Customer may withdraw from the contract by written declaration. Provendor GmbH may withdraw from the contract if it is unable to perform for reasons for which it is not responsible, in particular in cases of force majeure, e.g. war, strike or because it is not itself supplied without being responsible. The customer will be informed immediately of the unavailability and any services already rendered by him will be refunded without delay. Compliance with our delivery and performance obligations is subject to the timely and proper fulfillment of the buyer’s obligations. Partial deliveries are permissible insofar as they are reasonable for the purchaser. This shall also apply in particular if the entire order cannot be delivered on time. The delivery quantity may deviate by 10% from the agreed order quantity. In the case of custom-made products, other deviations in delivery quantity are permissible. The possible deviations depend on the order quantity and can be named in the order confirmation. The actual delivery quantity will be invoiced. Reusable packaging (e.g. Euro pallets) will be charged at cost if retained. If the Purchaser does not accept the goods after having been notified that they are ready for delivery in accordance with the contract, or if the Purchaser does not give the necessary shipping instructions, Provendor GmbH may claim damages in lieu of performance and/or withdraw from the contract after having set a reasonable grace period. In addition, Provendor shall be entitled to reimbursement of the storage costs customary in the locality. Provendor shall take out transport insurance only upon written request of Customer and at Customer’s expense.

5. Call-off orders
Contracts with agreed partial deliveries shall oblige the Purchaser to accept the partial deliveries. Unless otherwise agreed – in writing – in the case of call orders, acceptance of the total call quantity shall take place within a period of eleven months, calculated from the date of the first partial delivery, i.e. in twelve monthly partial quantities. If, unless otherwise agreed, Customer accepts less than one-half of one-twelfth of the total delivery quantity in each of two months during the delivery period, Provendor shall be entitled to deliver and invoice the entire remaining quantity immediately. Purchaser shall then be obliged to accept this entire remaining quantity. The due date of this invoice for the remaining quantity shall be subject to the agreed terms of payment.

6. Transfer of risk
The risk shall pass to the Customer as soon as the goods have been handed over to the carrier and have left the warehouse. This also applies if Provendor GmbH has assumed the transport costs. Complaints due to transport damage must be made by the Customer directly to the transport company within the time limits provided for this purpose. If the shipment is delayed at the request of the Purchaser, the risk shall pass to the Purchaser upon notification of readiness for shipment. If the Purchaser is in default of acceptance, Provendor shall be entitled to claim compensation for the damage incurred; upon occurrence of the default of acceptance, the risk of accidental deterioration and accidental loss shall pass to the Purchaser. In the case of shipments by the Customer to Provendor GmbH, the Customer shall bear any risk, in particular the transport risk, until the goods arrive at Provendor GmbH.

7. Packaging
Packaging is charged at cost price. Euro pallets, lattice boxes or other exchangeable shipping packaging will be charged at cost price if they are not exchanged step by step free of charge upon delivery of the goods.

8. Payment terms
Invoices from Provendor GmbH are due immediately and payable without any deduction. Checks are only accepted on account of performance. Any expenses shall be borne by the customer. Offsetting is only permitted with undisputed claims or claims that have been legally established by a court of law. The Customer may only assert a right of retention if it is based on the same contractual relationship. Provendor GmbH is entitled to assign its claims from deliveries and services for financing purposes. If the Customer is in default of payment, all other claims shall become due for payment immediately, without the need for a separate notice of default.

9. Warranty
Complaints regarding the scope of delivery, material defects, incorrect deliveries and deviations in quantity must be made in writing immediately, at the latest, however, within one week after receipt of the goods, insofar as these can be determined by reasonable examination. Timely dispatch shall be sufficient to meet the deadline. After expiry of the deadline, the warranty for obvious defects is excluded. The warranty period by Provendor GmbH for newly manufactured goods is one year from delivery, for used goods Provendor GmbH does not provide any warranty to customers who are not consumers. These limitations do not apply if the defect was fraudulently concealed. In the event of justified complaints, Provendor GmbH shall deliver missing quantities and otherwise, at its discretion, either repair the goods or deliver new goods. The warranty for defects in equipment is limited to rectification. If the subsequent performance fails, the purchaser has the right to withdraw from the contract or to reduce the purchase price.

10. Liability
In the case of slightly negligent breaches of duty, the liability of Provendor GmbH shall be limited to the direct average damage that is foreseeable and typical for this type of contract. This also applies to slightly negligent breaches of duty by our vicarious agents. We shall not be liable for slightly negligent breaches of minor contractual obligations. The above limitations of liability do not affect claims of the customer arising from product liability. These limitations shall not apply in the event of damage to the life, body or health of the customer attributable to us.

11. Retention of title
The object of purchase shall remain the property of Provendor GmbH until settlement of the claims to which Provendor is entitled on the basis of the contract. The reservation of title shall also remain in force for all claims that Provendor subsequently acquires against Purchaser in connection with the object of purchase, e.g. due to repairs as well as other services. For the duration of the retention of title, Purchaser shall be entitled to possession and contractual use of the object of purchase as long as Purchaser meets its obligations under the retention of title and its obligations under the business relationship in a timely manner. The Customer is obligated to provide Provendor GmbH with all information required in the context of a pursuit of rights arising from agreed retention of title.

12. Data processing
Provendor GmbH is entitled to collect, store and process the personal data of the Customer required within the scope of the business relationship.

13. Salvatory clause
The invalidity of individual points of these General Terms and Conditions shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a new provision which comes as close as possible to the invalid provision in terms of its economic effect.

14. Miscellaneous
The place of performance and jurisdiction for all contracts shall be the registered office of Provendor GmbH if the Customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law. Provendor GmbH shall, however, be entitled to bring an action at the place of jurisdiction of the contractual partner. The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.

Date: 06.03.2018
Provendor GmbH
Liebigstr. 2
83435 Bad Reichenhall
Tel.: +49(0)8651 97488-0
Fax: +49(0)8651 97488-10