GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
NAKO NATURALS GmbH
1. USE AND VALIDITY
1.1 Every delivery from NAKO NATURALS GmbH (hereinafter "Seller") is fulfilled in accordance with the following sales and delivery conditions, unless there is an express written agreement that deviates from them.
1.2 The specification of special conditions or requirements on the part of the buyer in an order, contract or other ancillary agreement, etc., shall not be regarded as a deviation from the following condition, unless the seller has accepted this in writing.
2. OFFER / ORDER
2.1 An agreement between the buyer and seller is only deemed to have been entered into when the seller sends the order confirmation. Any objections on the part of the buyer regarding the content of the order confirmation must be submitted to the seller in writing within 2 working days at the latest. The date of the order confirmation is decisive
2.2 An order can only be canceled or changed with the written consent of the seller. Buyer must compensate Seller for any cost or loss incurred in canceling or changing an order.
3.1 The seller's prices do not include the applicable value-added tax and other taxes.
3.2 Documented changes affecting customs duties or other charges which have been included in or constitute a surcharge for the Seller's prices and which take effect after the issuance of the Order Confirmation or the Quotation, as well as an increasing effect on the Seller's prices Seller's are charged as a supplement to Seller's prices. The seller reserves the right to change prices in the event of price increases, strikes, lockouts and other circumstances that the seller cannot influence.
4.1 Unless otherwise agreed, the purchase price is due for payment immediately upon receipt of the invoice.
4.2 The seller reserves the right to change the agreed payment terms.
4.3 If the buyer does not pay the purchase price on time, the seller can charge interest on arrears from the due date at the rate of the applicable interest law. The buyer is not entitled to withhold part of the purchase price as security for the fulfillment of any counterclaims from other deliveries. Such restraint will be considered a material breach of the Agreement.
5. RESERVATION OF TITLE
5.1 The goods are delivered subject to retention of title and remain the property of NAKO NATURALS GmbH until full payment.
6.1 Unless otherwise agreed, all deliveries are made carriage paid (CPT destination) and the risk passes to the buyer upon delivery to the first carrier
6.2 Delivery times are approximate and non-binding unless otherwise agreed separately and confirmed in writing by Seller.
7. DUTY TO VERIFY
7.1 Immediately upon receipt of the delivery, the buyer is obliged to carry out the necessary checks to identify any defects.
8.1 The buyer must notify the seller immediately in writing if defects have been discovered or are about to be discovered (defects overlooked during the first inspection). This also applies to complaints about quantity differences. The notification must include a specification of the deficiencies. If the Buyer does not claim the defects within the prescribed period, he loses his right to file a claim regarding the defects.
8.2 In the event of a complaint, the buyer is not entitled to dispose of the delivered goods or to return them to the seller without the written consent of the seller. If the buyer complained about the goods and it turns out that the seller is not responsible for the defect, the seller has the right to compensation for the costs and work that he incurred as a result.
8.3 Complaints relating to the invoice must be received by the seller in writing within 8 days of receipt of the invoice.
9.1 The seller's liability for defects is limited to a new delivery.
9.2 The seller accepts no responsibility as to whether the delivered goods are suitable for the intended purpose or whether the delivered products can legally be used for the intended purpose.
9.3 The Seller shall not be liable for errors or defects resulting from improper handling, transport, storage or other neglect by others.
9.4 Seller's responsibility is limited to direct loss. Operating loss, loss of earnings and consequential damages cannot be recovered and no claim carriage may exceed the value of the defective goods.
9.5 The seller bears no responsibility for defects that are not stipulated in this point. This limitation of the seller's responsibility does not apply if the seller is guilty of gross negligence.
9.6 Any exceeding of the delivery times does not entitle the buyer to exercise any rights of infringement.
9.7 However, if the delay is significant, the Buyer has the option to choose to have the agreement performed on a new delivery date or to cancel the order, but the Buyer is not entitled to any compensation.
10. FORCE MAJEURE
10.1 Neither party is entitled to compensation or cancellation of the agreement in the event of defective performance if this is due to force majeure.
10.2 Force majeure occurs when a party or its suppliers are prevented from performing this agreement. Whether by war, civil war, riot, public restriction, import or export ban, natural disaster, including but not limited to earthquake, storm surge, widespread flooding, tornado, volcanic eruption, pandemic and widespread labor dispute, fire or the like, which the parties are not responsible for The time of entering into this agreement could have been foreseen.
11. PRODUCT LIABILITY
11.1 The seller is not responsible for damage to fixed property and furniture if the delivered goods cause damage there. The seller is only responsible for personal injury if it can be proven that the damage was caused by error or negligence on the part of the seller.
11.2 The seller is not responsible for indirect losses such as operating loss, loss of earnings and consequential damage in other respects.
11.4 To the extent that the Seller has recourse against third parties, the Buyer is obliged to indemnify the Seller to the same extent that the Seller's liability is limited in accordance with the provisions set out above.
11.3 Should any third party claim compensation against either party, under these provisions, that party must immediately notify the other party.
12. CHOICE OF LAW AND JURISDICTION
12.1 Any disagreement, dispute arising between the parties concerning the understanding and scope of these Terms and Conditions of Sale and Delivery will be settled at the District Court of Lüneburg using German law.
12.2 The parties are mutually obliged to be sued before a court or arbitral tribunal dealing with claims for damages made by third parties against one of the parties for product liability.
General Terms and Conditions of Sale and Delivery – NAKO NATURALS GmbH – Status: 03/01/21
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nako naturals GmbH
Bi de Forstkoppeln 6a
Phone: +49 (0) 4178 7369 00-0