General terms and conditions
General terms and conditions
1. Content of the website
Valensina GmbH assumes no liability for the topicality, correctness, completeness or quality of the information provided. Claims for damages against Valensina GmbH due to damage events caused by the compliance or non-compliance with incorrect and / or incomplete information provided by Valensina GmbH are excluded, unless a culpable breach of duty attributable to Valensina GmbH causes injury to life, limb or health.
All offers are non-binding and without obligation. Valensina GmbH reserves the right to change, supplement or delete parts of these webpages or the entire website without prior announcement.
2. Referrals and links
In the case of direct and indirect referrals to third-party websites (“links”) that are outside the area of responsibility of Valensina GmbH, a liability obligation would only apply if Valensina GmbH was aware of the content and it was technically possible and reasonable to prevent the use of illegal content. Valensina GmbH hereby expressly declares that at the time the links were created the corresponding linked pages were free of illegal content. Valensina GmbH has no influence on the current and future design, content or authorship of the linked pages. Therefore, Valensina GmbH hereby expressly disassociates itself from all content on all linked pages that have been changed since the link was created. This statement applies to all links and referrals across our own website as well as to external entries in guest books, discussion forums and mailing lists set up by Valensina GmbH. For illegal, incorrect or incomplete content and, in particular, for damages resulting from compliance or non-compliance with the information thus provided, the provider of the linked page is solely liable, not the one merely providing a link to the publication in question.
3. Copyright and trademark law
Valensina GmbH shall endeavour to observe the copyrights of the graphics, sound documents, video sequences and texts used in all publications. Valensina GmbH shall also only use graphics, sound documents, video sequences and texts created by the company itself or use license-free graphics, sound documents, video sequences and texts. All brand names and trademarks mentioned on this website and possibly protected by third parties are unreservedly subject to the provisions of the applicable trademark law and the ownership rights of the respective registered owner. The mere mention of a brand name or trademark does not mean that it is not protected by the rights of third parties!
The copyright for published pages created by Valensina GmbH remains solely with Valensina GmbH. Any duplication or use of such graphics, sound documents, video sequences and texts in other electronic or printed publications is not permitted without the express consent of Valensina GmbH.
4. Photo credits
Panthermedia_A10417719, Viktor – Fotolia.com, Ekaterina Fribus – Fotolia.com, Barbara Pheby – Fotolia.com, M&S Fotodesign – Fotolia.com, Christian Jung – Fotolia.com, Andrea Wilhelm – Fotolia.com, angelo.gi – Fotolia.com, M. Schuppich – Fotolia.com
CONDITIONS OF PURCHASE
1. Unless otherwise agreed in writing, our conditions of purchase apply exclusively to our orders. We do not recognise any conditions of sale or delivery that conflict with or deviate from our conditions of purchase, unless we have expressly agreed to them in writing. Our conditions of purchase shall also apply if we accept the supplier’s delivery without reservation in the knowledge of conflicting or deviating conditions of the supplier.
2. All agreements made between us and the supplier for the purpose of executing the contract shall be set out in writing in this contract.
We assume that written messages to our business partners are received after the normal delivery time if sent to the last known address. We consider a message dispatched if we have a signed copy on file.
The agreed prices are considered fixed prices delivered free of charge to the receiving station including packaging.
Every delivery must include a delivery note, or a duplicate dispatch note must be sent on the day of shipping. The supplier is obliged to state our order number exactly on all shipping documents and delivery notes. If the supplier fails to do so, delays in processing are inevitable, and we cannot be held accountable for them. The supplier shall bear the risk of accidental loss or accidental deterioration of the goods.
5. Billing and payments
We can only process invoices if they – as per the specifications in our order – state the relevant order number. The supplier is responsible for any consequences resulting from non-compliance with this obligation.
Unless otherwise agreed in writing, we shall pay the purchase price within 14 days of delivery and receipt of the invoice with a 3 % discount or net within 30 days of receipt of the invoice.
1. We shall check the goods for any deviations in quality and quantity within a reasonable period of time. The intimation of open defects is considered timely if it is received by the supplier within a period of 8 working days. If hidden defects are detected, the supplier shall be notified within 8 working days after their discovery.
2. In the case of an error or if the goods lack a guaranteed feature, we are entitled – at our discretion – to request either the elimination of the defect or a replacement delivery. In this case, the supplier is obliged to bear all costs arising from eliminating the defect or providing a replacement. We are entitled – at the supplier’s expense – to remedy the defect or procure a replacement ourselves. We may also commission a third party if there is a risk of delay or particular urgency. The statutory warranty claims are due to us in full.
3. The warranty period is 24 months.
4. The contractual basis for any construction work is made up of the “General Terms and Conditions of Contract” (DIN1961) and the corresponding “General Technical Regulations” (DIN18300 - 18384) of the German Construction Contract Procedures (German Tendering and Contract Regulations: Vergabe- und Vertragsordnung für Bauleistungen, VOB).
This means, in particular, that we can demand a reduction in fee if it is impossible for the contractual partner to remedy the defect or would involve disproportionate effort and he therefore refuses to do so.
7. Properties of technical work equipment
In the case of technical work equipment, the scope of delivery shall correspond to the generally recognised rules of technology, the technical standards or rules of technology, safety engineering and statutory health and safety regulations, in particular in accordance with Article 120(e) and 139(h) of the German Industrial Code (Gewerbeordnung, GewO). The scope of delivery shall also correspond to the accident prevention regulations of the statutory accident prevention and Articles 3 and 4(1.2) of the Technical Work Equipment Act.
8. Delivery date
The delivery date specified in the order is binding. The supplier is obliged to inform us immediately in writing if he realises that the agreed delivery date cannot be met.
In the event of a delay in delivery, we are legally entitled to claim damages. In particular, we are entitled to demand compensation for non-compliance or to withdraw from the contract after a reasonable grace period has elapsed.
9. Reservation of ownership
The delivered goods become our property upon payment. We do not recognise extended and expanded reservation of ownership by the supplier.
If we provide parts to the supplier, we reserve ownership of them. Processing or transformation by the supplier is carried out for us. If our reserved goods are processed with other objects that do not belong to us, we acquire co-ownership of the new item at the ratio of the value of our item to the other processed objects at the time of processing.
Deliveries by third parties require our express consent.
Claims against us may only be assigned with our written consent.
11. Offsetting and retention
We are entitled to offsetting and retention rights to the statutory extent. The supplier may only offset the claims we have expressly recognised or which have been determined by the court.
12. Copyright and confidentiality
All drawings, calculations etc. provided by us remain our property and must be returned immediately after completion of the order. All types of documents that we make available to the supplier must be treated as strictly confidential. They may only be made accessible to third parties with our express consent. The confidentiality obligation also applies after the contract has been processed. Drafts and clichés made by the supplier in accordance with the order become our property without any special remuneration and transfer of copyright.
The supplier guarantees that by delivery and use of the ordered goods no patents or other property rights of third parties are being violated. If a third party claims a violation of property rights against the supplier, the supplier is obliged to inform us immediately.
13. Place of fulfilment and jurisdiction
Unless otherwise agreed with the supplier, the place of fulfilment for deliveries and services is the place of delivery specified by us. For any payments, Vechta is the place of fulfilment. Vechta has been agreed as the exclusive place of jurisdiction. German law applies exclusively. The United Nations Convention on Contracts for the International Sale of Goods or other conventions do not apply.
14. Partial nullity
Should one of the above provisions be or become invalid, this shall not affect the validity of the remaining provisions and the delivery contract.
SALES, DELIVERY AND PAYMENT CONDITIONS OF THE COMPANIES
Valensina GmbH, Ruckes 90, 41238 Mönchengladbach
Wolfra Bayrische Natursaft Kelterei GmbH, Justus-von-Liebig-Straße 8, 85435 Erding
1. Offer and acceptance
Our offers are subject to change, and they are always based on our terms of sale, delivery and payment, which the buyer recognises when placing the order. Deviations from these conditions, in particular the validity of the buyer’s procurement rules, require our express written approval.
The order is accepted by our order confirmation or by executing the delivery. If the buyer does not object immediately, we may partially accept and execute orders.
Stated delivery times are adhered to whenever possible. In the event of a delivery delay, claims for damages are excluded, unless there is intent or gross negligence on the part of our legal representatives or vicarious agents. We reserve the right to only carry out repeat orders when all previous deliveries have been paid for, even if payment deadlines have not yet expired.
3. Prices, packaging and freight
All prices are subject to change and include packaging. The delivery is free. Self-collectors are not entitled to freight reimbursement. The invoice is issued according to our price lists valid on the day of delivery. Unless otherwise agreed, these also include the disposal fee for product packaging (DSD fee).
4. Terms of payment
Our invoices are payable net within 14 days of the invoice date.
In the event of late payment, we are entitled to charge interest at a rate of 5 percentage points above the base interest rate of the European Central Bank. In the event of default, the interest rate is to be set higher or lower if we can prove a charge with a higher interest rate or the buyer can prove a lower charge. We do not accept bills of exchange.
In the event of delayed payment and justified doubts as to the solvency or creditworthiness of the buyer, we are authorised, without prejudice to our other rights, to request collateral or advance payments for outstanding deliveries and to demand the immediate payment of all claims from the business relationship. Offsetting and retention rights against our invoice claims are only permitted with claims that are either undisputed or legally established.
We are entitled to assign the claims from our business relationships.
5. Empties and pallets
Empties are provided on a loan basis. They shall be invoiced at the prices per bottle and crate specified in the current price list. The deposit shall be settled upon payment of the delivered goods. The empties shall be returned step by step. In the case of a return delivery, we will reimburse the price listed at the time of delivery, at most, however, the total deposit calculated by us in the last six weeks before the respective return delivery. We are not obliged to take back more empties than we have delivered according to the invoices.
In the case of delivery on pallets, the buyer must confirm the number of pallets received by signature. He is obliged to return the delivered pallets or return equivalent ones. If he is unable to return the pallets or if he fails to meet the obligation to return the pallets despite setting a grace period with the threat of refusal, he must pay compensation amounting to the respective purchase price for pallets that have not been returned.
6. Reservation of ownership
Delivered goods and packaging remain our sole property until all claims against the buyer, including all ancillary claims and for whatever legal reason, have been paid in full. As long as the goods and the packaging are our property, the buyer may only resell them in the ordinary course of business. The buyer must observe third party property rights when using the delivered goods.
The reservation of ownership also extends to the full value of the products created by processing, mixing or combining our goods, of which we are considered the manufacturer. If our products are processed, mixed or combined with third party goods that remain the property of said third party, we acquire co-ownership at the ratio of the invoice values of these processed goods.
The buyer is only entitled to resell the goods subject to retention of title in the ordinary course of business if he hereby assigns to us all claims that arise from the resale against customers or third parties. If goods subject to retention of title are sold unprocessed or after processing or mixing with objects that are solely the property of the buyer, the buyer hereby assigns the claims arising from the resale to us in full. If goods subject to retention of title are sold by the buyer – after processing / mixing – together with goods not belonging to us, the buyer hereby assigns the claims arising from the resale amounting to the value of the goods subject to retention of title with all ancillary rights and priority over the rest. We accept the assignment. The buyer is authorised to collect these claims even after assignment. Our capacity to collect the claims ourselves remains unaffected. However, we are obliged not to collect the claims as long as the buyer meets his payment and other obligations. We can request that the buyer notify us of the assigned claims and their obligors, provide all the information necessary for collection, hand over the associated documents and notify the debtors of the assignment.
If the payment triggers an obligation for the buyer, the reservation of ownership and the underlying claim from deliveries of goods do not expire before the bill is redeemed by the buyer as acceptor.
The seller is entitled to demand the surrender of the goods belonging to him at any time, in particular to assert the rights to separate out or to assign the claim to consideration in insolvency proceedings if the fulfilment of his claims is endangered by the buyer, in particular over his assets in insolvency proceedings or if his financial situation deteriorates significantly. Claiming the retention of title and seizure of the delivery items by the seller are not considered a withdrawal from the contract.
If the goods subject to retention of title are seized or impounded or if other dispositions or third parties intervene in the rights of the seller, the buyer must inform the seller immediately and, in coordination with him, must do everything necessary to avert the risk. As far as necessary to protect the goods subject to retention of title, the buyer must assign claims to the seller upon request. The buyer is obliged to reimburse all damages and costs – including court and legal fees – that the seller incurs as a result of the intervention measures against third party access.
The risk passes to the buyer when the goods leave our distribution centre, when the goods are picked up or when they are handed over to the carrier, even in the case of partial deliveries. We do not insure the goods.
The buyer is obliged to inspect the goods immediately and must notify us of defects in writing no later than 8 days after receipt of the goods. Otherwise, the goods shall be deemed approved. If a complaint is justified, we shall deliver a replacement for the faulty part of the delivery (supplementary performance). Only if our supplementary performance has failed can the buyer demand a discounted purchase price or cancellation of the contract. A claim for damages due to non-fulfilment or for warranty reasons is excluded.
The warranty period for commercial customers is 12 months from delivery of the goods. Rights of recourse by the buyer according to Articles 478, 479 of the German Civil Code (Bürgerliches Gesetzbuch, BGB) remain unaffected.
Unless otherwise stated in these terms and conditions, the buyer can only assert claims for damages – irrespective of what they are – if the damage caused by us is based on wilful intent or gross negligence on the part of our legal representatives or executives. In the event of intent or gross negligence on the part of our other vicarious agents and in the event of ordinary negligence, claims for damages are excluded in every legal aspect.
10. Data protection
All data is stored electronically and / or manually in accordance with data protection laws and other legal provisions and regulations. As far as necessary for business transactions or to comply with other laws and regulations, we pass on the data, or parts of it, to third parties in accordance with the legal regulations.
11. Place of fulfilment and jurisdiction
The place of fulfilment for all rights and obligations arising from supply contracts with Valensina GmbH is Mönchengladbach. The place of fulfilment for the corresponding rights and obligations from delivery contracts with Wolfra Bayrische Natursaft Kelterei GmbH is Erding.
The contractual relationship is exclusively subject to German law, in particular the German Civil Code (Bürgerliches Gesetzbuch, BGB) and the German Commercial Code (Handelsgesetzbuch, HGB). The place of jurisdiction is Mönchengladbach.
Should one of the above conditions be or become invalid, this shall not affect the effectiveness of the other conditions. Special agreements made in writing take precedence over the above conditions.
Our terms of sale, delivery and payment also apply to all future transactions and do not have to be confirmed separately or made a contractual item every time to remain valid.
Terms and conditions as of: 31 May 2017