T&C | Terms & Conditions
1. General terms and conditions
a) These Terms and Conditions shall apply exclusively; we shall not recognise any conflicting or deviating terms and conditions of the customer, unless we have expressly agreed to their validity in writing. The Terms & Conditions shall also apply exclusively, even if we carry out delivery and service without reservation in full knowledge of conflicting or deviating terms & conditions on the part of the customer. the customer.
b) These Terms & Conditions shall apply to all orders and contracts with Bedford. They shall apply only in transactions with legal entities under public law, special funds under public law and entrepreneurs as defined in § 14 of the German Civil code (Bundesgesetzbuch (BGB)).
c) Our offers are subject to change without notice.
d) If a specific deadline has been set for acceptance of the offer, the offer shall be deemed accepted unless an amended written confirmation is issued by Bedford GmbH + Co. KG within the acceptance period. Our written confirmation shall not be authoritative in the case of offers with an application deadline.
e) All agreements made between us and the Customer for the purpose of executing contracts and deliveries are laid down in writing in this contract. Oral agreements shall be confirmed in writing by the contracting parties.
a) Meat and sausage products
If the order net weight of the goods exceeds 25 kg, we shall bear the costs for carriage paid delivery. For orders between 15 and 25 kg net weight of goods a € 10.00 freight surcharge will be charged, and for orders of less than 15 kg net weight of goods, a € 12.50 freight surcharge will be charged.
b) Frozen goods
For deliveries of 12 or more large cartons or 36 or more small cartons, we shall bear the costs for carriage paid delivery. For smaller quantities we must charge a freight surcharge of € 30.00.
c) Terms of delivery that always apply
(1) Additional costs for particularly desired modes of transport shall be invoiced additionally.
(2) Agreed delivery periods shall be extended by a reasonable period of time in the event of force majeure, provided that the effects verifiably have an influence on the manufacture or delivery of the goods ordered. If the delivery is made impossible by force majeure, we shall be entitled to withdraw from the contract. Claims for damages do not exist in these cases.
(3) Partial deliveries are permissible to a reasonable extent.
(4) Unless otherwise stated in the order confirmation, delivery “ex works” is agreed.
3. Terms of payment
a) Our prices are stated in € per kg weight, weighed in Osnabrück. We reserve the right to increase our prices appropriately if cost increases occur after the contract is signed, in particular due to collective wage agreements or material price increases. We shall provide verification of these increases to the customer on request. The statutory value added tax is not included in our prices; it is shown separately in the invoice at the statutory rate on the day of invoicing.
b) The invoice amount shall be due and payable immediately upon receipt of the goods, but no later than
– 10 days for meat and sausage products and 17 days for frozen goods
– after dispatch of the invoice (invoice date), net cash, without any deduction. If the customer does not pay within these periods, default of payment shall occur. If the Customer is in default of payment, we shall be entitled, in accordance with the statutory provisions, to demand default interest for the year in the amount of 8 percentage points above the base interest rate; the assertion of further rights and claims to which we are entitled under the law or the contract shall remain hereby unaffected. The right to demand interest for payment overdue in accordance with § 353 of the German Commercial Code (Handelsgesetzbuch (HGB)) shall also remain unaffected.
c) The customer shall only be entitled to set-off rights, if his counter-claims have been legally established and are undisputed. The customer shall also not be entitled to any right of retention due to disputed counter-claims.
d) If payments are settled via an association (e.g. meat purchasing) of which the Customer is a member, the Customer shall be released from his payment obligations, if the association effects payment to us – minus the remuneration agreed with the association for its activities (distance remuneration).
4. Retention of title
a) The objects of sale delivered shall remain our property (goods subject to retention of title) until all claims arising from this delivery contract, as well as all claims to which we are entitled within the scope of the business relationship with the Customer, have been settled, including future claims arising from contracts entered into at the same time or later. If there is a current account relationship between us and the Customer, the retention of title shall refer to the acknowledged balance. In the event of breach of contract by the customer, in particular default of payment, we shall be entitled to take back the object of sale, if the prerequisites are in place for withdrawal from the contract. Take-back of the reserved goods, and their seizure on our part shall constitute a withdrawal from the contract. After take-back of the object of sale, we shall be entitled to sell it; the proceeds of such sale shall be set off against the customer’s liabilities – less reasonable selling costs.
b) The customer shall be obligated to treat the object of sale with care; the provisions of clause 6 apply in particular.
c) In the event of seizures or other interventions by third parties, the Customer shall be obligated to notify us immediately in writing so that we can take legal action in accordance with § 771 German Code of Civil Procedure (Zivil Prozess Ordnung (ZPO)). If the third party is not in a position to reimburse us for the judicial and extra-judicial costs of an action pursuant to § 771 of the German Code of Civil Procedure (ZPO), the Customer shall be liable for the loss we have incurred.
d) The customer shall be entitled to resell the object of sale in the ordinary course of business in accordance with clause 6 letter b) of these Terms & Conditions. However, the customer hereby assigns to us all claims in the amount of the final invoice amount (including value-added tax) that accrue to the customer from the resale to his customers or third parties, irrespective of whether the object of sale has been resold without or after processing. If a current account relationship exists between the Customer and his Customer as stipulated in § 355 of the German Commercial Code (HGB), the claim assigned to us by the Customer in advance, shall also refer to the acknowledged balance and, in the event of insolvency of the Customer, to the then existing “causal” balance. The customer shall remain authorised to collect the assigned receivables even after assignment. Our entitlement to collect the receivable ourselves shall remain hereby unaffected. However, we undertake not to collect the receivable, as long as the Customer meets his payment obligations from the agreed proceeds, is not in default of payment, has not filed for insolvency or suspended payments. If this is the case, however, we shall be entitled to demand that the Customer inform us of the assigned receivables and their debtors, provide all information necessary for collection, hand over the relevant documents and notify the debtors (third parties) of the assignment. In this case we expressly reserve the right to revoke the resale permission and the direct debit authorization of the Customer with regard to the assigned receivables.
In cases e) and f), the assignment shall be in the amount of that part of the final invoice amount that corresponds to our co-ownership share in the resold goods.
e) The processing or transformation of the object of sale on the part of the Customer shall always by carried out for us. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale to the other processed objects at the time of processing. In all other respects, the same shall apply to the object created by processing, that applies to the object of sale delivered subject to reservation of title.
f) If the object of sale is inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of sale to the other mixed objects at the time of mixing. If the mixing is carried out in such a manner that the Customer’s object musts be regarded as the main object, it shall be deemed agreed that the Customer shall transfer co-ownership to us on a pro rata basis. The Customer shall keep the sole ownership or co-ownership that thus arises, in safe custody for us.
g) We undertake to release the securities, to which we are entitled, at the request of the Customer, if the realisable value of our securities exceeds the receivables to be secured by more than 10%. The choice of the security to be released shall be at our discretion.
5. Right of withdrawal
A substantial deterioration of the economic and financial circumstances of the Customer, which is particularly the case if insolvency proceedings are opened, individual enforcement measures are carried out, bad checks are written, or direct debits are not honoured, shall entitle us to make outstanding payments due immediately and to refuse our performances until payment by the Customer is effected or security is provided for the payment. If the counter-performance is not effected within a period that we set, the security is not provided or provision of a security is refused, we shall be entitled to withdraw from the contract. Partial deliveries already made shall be due for immediate payment irrespective of a withdrawal. The other rights and claims to which we are entitled by law shall remain hereby unaffected.
6. Handling and sale of goods
a) Frozen goods shall be delivered at the request of the manufacturer at minus 18°C. Frozen goods shall be stored in a dry location by the purchaser or recipient of the goods immediately after receipt at a temperature of at least minus 18° C. We only guarantee the specified minimum shelf life if there is uninterrupted compliance with the prescribed storage conditions and storage temperatures.
b) The goods delivered by us are exclusively intended for sale over deli counters by competent personnel.
The Customer undertakes to sell the goods delivered by us exclusively via such deli counters. In particular, the Purchaser shall not be entitled to deliver the goods in pre-packaged form or via modern distribution channels (e.g. Internet auctions), as proper transport (in particular with regard to compliance with the cold chain) is not guaranteed, particularly in the case of dispatch of goods following Internet auctions.
If the Customer resells the goods to commercial buyers, the Customer shall be obligated to warrant to us that these other buyers sell the goods delivered by us exclusively via deli counters.
7. Counter sample
In the case of official sampling, a counter sample must always be requested. This must be sent to us immediately in the officially sealed form for defence handed over by the official.
a) The production of our goods is continuously monitored by our quality assurance department. We assume no warranty for defects caused by faulty or negligent handling, improper storage or unsuitable or improper use or failure on the part of the Customer to comply with the processing, use and storage instructions, or that occur in the Customer’s area of responsibility. This shall particularly apply if our provision stipulated in clause 6 is disregarded. In the case of a sale according to sample, the properties of the sample shall not be deemed to be assured or guaranteed, if nothing to the contrary is expressly agreed.
b) Warranty rights and claims have as their prerequisite that the customer must fulfil his obligations to inspect for and give notification of defects in accordance with § 377 of the German Commercial Code (HGB). The Customer shall be obligated to inspect the object of purchase immediately after delivery and notify us of any defects without delay. Notification of obvious defects after processing or forwarding shall be excluded. In all other aspects, the Customer must notify us of hidden defects that are discovered later, without delay after their discovery.
c) In the event of justified notification of a defect, we shall be entitled, at our discretion, to make replacement delivery or repair the object of sale, taking into account the nature of the defect and the legitimate interests of the customer. We shall be entitled, at our discretion, to demand that the Customer send the objects of sale or samples thereof to us for inspection and subsequent delivery or keep them on hand for us. If a notification of defect proves to be unjustified, the Customer shall be obligated to reimburse us for the costs and expenses incurred as a result of the inspection, and in any other manner as a result of the notification of defect. We shall bear all expenses and costs necessary for the purpose of subsequent performance. We shall not be responsible for any additional costs arising from the fact that the object of sale is transported to a location other than the registered office of the customer’s commercial premises, unless the transport corresponds to the intended use. If subsequent performance is unreasonable for us or is only possible with disproportionate costs, we shall be entitled to refuse subsequent performance.
d) If the subsequent performance fails or if subsequent performance does not take place, the customer shall be entitled to reduce the purchase price appropriately or to withdraw from the contract, as well as to claim damages; Section 9 below shall apply to the damages. If only a portion of the entire delivery is defective, the customer shall only be entitled to withdraw from the entire contract, if he has no interest in the remaining portion of the delivery, which is free of defects.
e) If the customer claims damages instead of performance due to a defect, the goods shall remain with the customer, if this is reasonable for the customer. In this case damages shall be limited to the difference between the purchase price and the value of the defective object of sale, provided that we are not responsible for the breach of contract due to fraudulent intent.
f) The customer shall not be entitled to a right of recourse in the purchase of consumer goods in accordance with § 478 of the German Civil Code (BGB) for goodwill services. Furthermore, the customer shall not be entitled to a right of recourse for his services and expenses to customers or third parties, if these services and expenses are based on a declaration (e.g. guarantee) or other agreements of the purchaser, through which the customer or third parties are granted claims and rights beyond the statutory claims and rights due to a defect.
g) The customer shall only be entitled to assert claims and rights due to a defect in the objects of sale within a warranty period of 12 months from delivery. This shall not apply if the law prescribes a longer period in accordance with § 479 paragraph 1 of the German Civil Code (BGB) (entrepreneur recourse).
a) These Terms & Conditions conclusively regulate our liability and warranty for the objects of sale and our obligations and exclude other warranty and damage claims of any kind and regardless of the legal nature of the asserted claim, in particular due to breach of duty arising from a contractual obligation or from unlawful acts, as well as compensation for lost profit, or due to other financial losses of the customer, unless such claims are based on intent or gross negligence on the part of our legal representatives or vicarious agents.
b) If there is a violation of essential contractual obligations, we shall also be liable for ordinary negligence; in this case, however, our liability shall be limited to compensation for damages that are foreseeable and that typically occur.
c) These limitations and any limitation of liability in these Terms & Conditions shall not apply to guarantees or procurement risks that are assumed, to damages arising from injury to life, limb or health or to claims under the German Product Liability Act. This does not imply a change in the burden of proof to the detriment of the customer.
d) Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers and vicarious agents.
The correct designation for sales in accordance with § 4 of the German Food Labelling Regulation (LMKV) shall be the responsibility of the customer if there are deviating local and commercial customs.
11. Choice of law, place of performance and place of jurisdiction
These Terms & Conditions and all legal relationships between us and the Customer shall be governed by the laws of the Federal Republic of Germany to the exclusion of all international and supranational (contractual) legal systems, in particular the UN Convention on Contracts for the International Sale of Goods. Prerequisites and effects of retention of title as stipulated in clause 4, however, shall be subject to the law of the respective storage location of the object of sale, if under that law, the choice of German law would be inadmissible or invalid. The place of performance for both parties shall be Osnabrück. Osnabrück shall be the agreed place of jurisdiction. However, we shall also be entitled to bring legal action against the customer at his general place of jurisdiction. Osnabrück shall be the agreed place of jurisdiction. However, we shall also be entitled to bring legal action against the customer at his general place of jurisdiction.
Terms & Conditions (status: July 2014)