Al Wazzan GmbH Terms and Conditions (GTC)
1. Validity of the conditions
Our deliveries and services are provided exclusively on the basis of these terms and conditions unless we have expressly agreed something else in writing with our contractual partner (hereinafter referred to as costumer). Any deviating terms and conditions of the contractual partner shall not be valid. Our general terms and conditions also apply if we unconditionally supply in full knowledge of contrary or deviating conditions of the customer.
2. Offer and conclusion of contract
Our offers are subject to change and nonbinding. The placing of an order or an order by the costumer represents a contractual application to us in accordance with §§145ff BGB to which the costumer is bound. A contract is only concluded by written confirmation or performance. If individual order items cannot be delivered due to non-delivery by our suppliers, the purchase contract shall be deemed not concluded with regard to these items, insofar as we are not responsible for the non-delivery. In all other respects, the contract remains unaffected, unless this demonstrably contradicts the interest of the costumer. We expressly assume no procurement risk.
All offers are subject to confirmation and are quoted, unless otherwise mentioned, in EURO plus VAT. If costs for packaging and shipping are not shown separately, these are included in the offer prices.
Costs of insurance and customs clearance are generally not included in the cost of goods, but only to be agreed separately.
Should product or pricing information be inadvertently faulty, we reserve the right to correct it.
The minimum order quantity is 150 kg, if possible in original packaging, in units of 25 kg packed by us. We expressly reserve the right to round up or round off an order quantity ordered in order to be able to deliver in stock packaging units.
5. Terms of Payment
Due date of payment for deliveries to customers in Europe (including Switzerland, Norway) is 14 days after receipt of the invoice. For customers outside of Europe invoice in advance applies only. If we deliver partly faulty, the costumer must pay for the faultless part, unless the partial delivery is demonstrably without interest for him. If our terms of payment are not adhered to, we are entitled to refuse services to be rendered until the costumer effects his services or provides collateral. A set-off of the costumer is only permitted, if it concerns uncontested or legally established demands against us.
6. Simple and extended retention of title
The parties agree on simple and extended retention of title as follows:
The goods (goods subject to retention of title) remain the property of us until all claims against the customer arising from the business relationship have been fulfilled.
For the duration of the retention of title, the customer is prohibited from pledging the goods or transferring them by way of security. The costumer is entitled to resell the goods subject to retention of title in the ordinary course of business, provided that this is done in the normal conditions of the partner and under the agreement of a retention of title.
The customer assigns claims resulting from a further sale or any other legal reason (e. g. insurances, tort) regarding the retained goods (including all balance claims from open accounts) together with ancillary rights as a security in full amount to us.
The costumer is permitted to process the reserved goods or to mix or combine them with other objects. The processing is carried out for us. The costumer shall store the new item thereby created for us with the care of a prudent businessman. The new item shall be deemed to be reserved goods. In this event, we gain the coownership of the new thing when connecting or mixing with other, not our belongings.
The regulation on the assignment of claims also applies to the new item. However, the figure shall only apply up to the amount corresponding to the value of the processed, combined or mixed reserved goods invoiced by us.
Delivery times are only approximately agreed and are met if the goods have left our warehouse before the expiry of time or if readiness for dispatch has been notified. In the event of premature delivery, this date shall be decisive and not the originally agreed date.
Partial deliveries and partial services are, as far as customary in the trade, permissible and will be invoiced separately (administration of arrears). They are exceptionally inadmissible if partial performance is of no interest to the costumer or if a corresponding agreement has been made with us. Both non-binding and binding agreements regarding the delivery time must be made in writing.
It is not sufficient for a fixed-market transaction within the meaning of Section 376 of the German Commercial Code that a delivery period specified in the calendar has been agreed, rather, a declaration by the partner is additionally required upon conclusion of the contract that he reserves the right to withdraw from the contract without setting a further grace period if the delivery period is exceeded.
If a binding delivery deadline agreed upon is not met by us, the costumer can assert further rights after the occurrence of the delay, a warning and setting of an appropriate extension of time. In this case, the assertion of claims for damages is excluded, unless we can be accused of gross negligence or intent.
The delivery period shall be extended appropriately in the event of force majeure and events which make delivery considerably more difficult or impossible (e.g. official intervention, industrial disputes, unrest, operational disruptions, strike, delayed delivery by the subsupplier) and which we were unable to avert despite reasonable care under the circumstances of the case. We will endeavour to inform the costumer of such obstacles without delay. The same applies if the aforementioned obstacles occur during the delay.
8. Nature of the goods
Items with the label „original“ and „Original-Import-Rawmaterial“ respectively are goods received from the origin and which are supplied without further treatment. Quality deviations of these goods from goods treated by us do not establish a fault of the goods. Natural or harvest related deviations of the goods regarding structure, colour, shape or the amount of effective substances contained do not establish a fault unless the goods are deviating from express written agreements with the customer in this respect or the deviations are significantly exceeding the usual scope. Differences in weights of +/- 5 % are possible and do not establish a fault. Samples are nonbinding samples of type, not samples of a fixed lot.
Clauses as ,,as already delivered“ or ,,as supplied before“ or similar expressions on orders, do exclusively apply to the nature of the goods.
9. Defects and Transport Damages
Obvious defects have to be reported to us in writing immediately, at the latest, however, three days after the goods arrival at the destination. The costumer has to carefully examine the goods immediately after arrival at destination or have it examined, even if samples or specimens had been forwarded beforehand.
Potential complaints have to be reported to us in writing immediately. Hidden faults, which could not be detected upon a timely and careful examination, have to be reported to us in writing immediately, at the latest, however, three days after becoming apparent.
In the event the above-mentioned obligations to examine and complain are infringed, the goods are deemed approved. The goods are also deemed approved, if the costumer further processes or sells them unless a fault was undetectable upon a proper examination.
10. Claims for damages
If the customer does not accept a purchased goods or service and if we cannot establish gross negligence for the non-acceptance, the customer is obliged to pay damages of 30% of the original net invoice amount due to non-acceptance of the goods or service, unless we can prove a actually higher damage or the customer can prove that a damage or a reduction in value has not occurred at all or is considerably lower than the lump sum.
11. Transfer of risk
All sales are ex works (EXW) Hamburg or ex warehouse, unless otherwise agreed.
12. Withdrawal from the contract due to impossibility and delay
In the event of permanent non-delivery by our suppliers, both parties may withdraw from the contract or in part.
In addition, we are entitled to withdraw from the contract if the costumer is not creditworthy, if he sells goods subject to our reservation of title by assignment by way of security or pledging or if he does not handle these goods properly, if the service is made impossible or unreasonably difficult for us, or if the partner substantially violates his contractual obligations (in particular payment deadlines).
In all other respects, the right to withdraw from the contract shall be governed by the statutory provisions.
13. Warranty/Material Defects
Our costumer is obliged to properly comply with his obligations to inspect and give notice of defects. Obvious defects must be reported to us in writing immediately, but no later than 3 days after receipt of the goods, concealed defects immediately after their discovery. Otherwise the goods shall be deemed to have been approved.
Typical surface changes as well as deviations in colour, shape, weight and size cannot be avoided with natural products and do not constitute a defect.
The goods must be returned free domicile, stating the delivery note or invoice number; if the goods are returned justifiably, the usual freight costs will be credited.
If there was a defect in the item at the time of transfer of risk, we shall, subject to timely notification of the defect, at our discretion repair or deliver replacement goods. If the subsequent performance fails, the costumer can withdraw from the contract or reduce the remuneration. Claims for damages of the costumer remain unaffected. The costumer cannot demand compensation for wasted expenses and lost profit.
In all other respects, the warranty shall be governed by the applicable statutory provisions.
In the event of unauthorized returns of goods, we are free to refuse acceptance or to charge a lump-sum fee for processing and restocking.
The acceptance of unfree shipments is generally refused.
Price changes, technical changes, colour, shape, weight and size deviations as well as detailed changes of product descriptions and pictures in our sales documents and in the online shop are reserved. No liability can be assumed for printing and writing errors.
15. Court jurisdiction/ Applicable law
Place of performance for all obligations arising from the contractual relationship is our place of business.
The place of jurisdiction for all legal disputes arising from the contractual relationship as well as its origin and effectiveness shall be determined by our registered office or, at our discretion, by the registered office of the costumer.
German law applies.
As of: 19.10.2018