General Terms and Conditions of DIAFOOD GmbH

 

  1. Scope of application.

1.1. These General Terms and Conditions only apply to contracts of DIAFOOD GmbH ("DIAFOOD") with entrepreneurs in line with the meaning of § 14 of the German Civil Code, legal individuals under public law and special funds under public law ("Customer").

1.2.  Subject to any change in DIAFOOD's General Terms and Conditions, these terms and conditions shall also govern future contracts between DIAFOOD and the customer without them needing to be included again.

  1. Exclusivity.

The contractual relationship between DIAFOOD and the customer is based exclusively on these General Terms and Conditions. The customer acknowledges this at the latest upon receipt of the goods.Terms and conditions of the customer that are different to these are expressly contradicted.DIAFOOD is not prepared to execute any orders based on the different general terms and conditions of the customer.

  1. Contractual declarations.

3.1.  Offers by DIAFOOD are non-binding and subject to change; a contract is only concluded on obtaining our written order confirmation.

3.2. The customer may only rely on the legal validity of agreements made with employees without representation rights entered in the commercial register if the management confirms the agreement in writing.

  1. Services.

4.1.  Late self-supply of raw materials entitles us to withdraw from the contract without negatively affecting the provisions in § 5.

4.2.  DIAFOOD is entitled to make partial deliveries unless there are agreements to the contrary. For contracts whose settlement extends over a longer period, each delivery is considered to be a closed deal. A defective or late partial delivery has no influence on the remainder of the contract.

  1. Deadlines.

5.1.  Specified delivery dates are to be understood as approximate unless there are expressly binding agreements. The execution deadlines shall be extended without further agreement in cases of force majeure or other circumstances for which DIAFOOD is not responsible, such as labour disputes, sabotage, demonstration and interventions by third parties as well as delays caused by the public sector. A representation obligation of the entrepreneur according to the above provision is not to be assumed solely because they are delayed at the time of the occurrence of the respective events.

5.2.  If the customer or the entrepreneur becomes aware of events in accordance with paragraph 1, they will inform the contractual partner immediately.

5.3.  A delayed provision of services by the contractor, taking account of the above provisions, entitles the orderer to withdraw from the contract only after setting a reasonable period of grace.

5.4.  If the shipment is delayed at the request of the customer, they will be charged for the resulting costs one month after notification of readiness for shipment.

  1. Risk.

Unless otherwise agreed, the goods will be shipped at the expense and risk of the customer.If DIAFOOD complies with shipping instructions issued by the customer, this is done without its own liability at the expense and risk of the customer.

  1. Nominal quality of the goods.

The nominal quality of the goods depends on the contractual agreements.Unless expressly stated, these are not guaranteed characteristics.Even when selling based on a sample, the sample is only an illustrative piece to represent the general character or type of product.Unless expressly agreed, the characteristics of the sample are not guaranteed.

  1. Notification Responsibility.

8.1   Deliveries are to be inspected immediately after receipt by the customer or inspected by the recipient specified by the customer. After unconditional acceptance of the goods by the customer or a person commissioned by them, any subsequent claim for the external condition of the delivery is excluded. The same applies to differences in weight. Claims can be made about defects recognizable on the goods only within 3 working days after receipt and other defects only within 3 working days after discovery. Complaints must be made in writing.

8.2.  If the customer processes the delivered goods or if they sell them further, this shall in any case be considered approval.

  1. Warranty.

  2. For defects that have been reported in good time and that not only insignificantly limit the value or usability, we initially enact, at our discretion, the warranty by delivering fault-free replacement goods or by reducing the agreed purchase price.In the case of a replacement delivery, the customer is entitled to rescind or obtain a reduction only after two failures.For the replacement DIAFOOD supplies goods only to the same extent as for the original delivery.

9.2   The limitation period for all warranty claims is twelve months, unless DIAFOOD is guilty of intent.

  1. Liability.

10.1 The liability of DIAFOOD is basically limited to damages caused by DIAFOOD or its vicarious agents intentionally or due to gross negligence. DIAFOOD is liable for slight negligence only in the event of injury to life, limb or health as well as violation of essential obligations for the fulfilment of the purpose of the contract.

10.2 If DIAFOOD is liable for slightly negligent breaches of duty, the liability of DIAFOOD shall be limited to the amount of damage typical of contracts of the type in question which were foreseeable at the time the contract was concluded or at the latest when the breach of duty was committed.This does not apply to injury to life, body or health.

10.3 Claims for damages, which by law are not presumed to be at fault, remain unaffected by the regulations in paragraphs 1 and 2.

  1. Payments.

11.1 The agreed prices are ex works DIAFOOD including packaging and loading.Value added tax in the respective legal amount is added to the prices.

11.2 DIAFOOD is entitled to charge the customer for all increases in freight costs, shipping costs, insurance premiums and the like that occur after the conclusion of the contract.The same applies to customs duties, duties, taxes and the like, which increase the price directly or indirectly.

11.3 If the tariff rates applicable to DIAFOOD or the raw material prices change until the conclusion of the delivery contract, DIAFOOD reserves the right to report the prices accordingly.

  1. Payment terms.

12.1 The customer has to fulfil the payment claims of DIAFOOD immediately and without deduction.

12.2 The customer is entitled to a right of refusal or offset with regard to the remuneration owed by him only in cases of undisputed or legally established counterclaims.

12.3 The deduction of a cash discount is permitted only on the basis of special agreements. Bills of exchange and cheques are accepted from the entrepreneur only on the basis of separate agreements and only on until the payments have been fully honoured.

  1. Maturity interest.

The amounts invoiced by the entrepreneur are subject to interest at 5% from the due date.

  1. Delayed payment.

In addition to the statutory rights DIAFOOD is entitled, in case of default of payment of the customer, at our discretion, either to withhold further deliveries from other contracts or to make it dependent on a security deposit. The same applies if, after the conclusion of the contract, circumstances become known which make the solvency or willingness of the customer to appear doubtful.

  1. Retention of title.

15.1 All deliveries are subject to retention of title. The delivered goods remain the property of DIAFOOD until full payment of all current and future claims arising from the legal relationship between DIAFOOD and the customer. The customer is revocably permitted to process or resell the delivered goods within the framework of a proper business transaction.

15.2 If the reserved goods are combined with other goods or mixed or processed together with other goods, DIAFOOD acquires co-ownership in each case according to §§ 947, 948 of the German Civil Code.

15.3 In the case of the resale of goods in which DIAFOOD has sole or co-ownership, the customer hereby assigns to DIAFOOD the claims against their customers due to them from the resale. If DIAFOOD only has co-ownership of goods sold, this only applies to the amount corresponding to the ratio of the co-ownership share of DIAFOOD. If the customer is unable to assign the goods according to the above provisions, in particular as a result of prior assignments to third parties, the resale shall not take place in the context of proper business transactions within the meaning of this provision. The customer is entitled to collect the claims assigned to us until our revocation. The amounts collected by them are to be transferred immediately to DIAFOOD insofar as they are entitled to outstanding claims.

15.4 The customer is obliged to provide DIAFOOD with information about the whereabouts of the goods subject to retention of title and the claims arising from their resale at any time.

15.5 The customer may neither pledge nor transfer the reserved goods as security.In the case of seizure, confiscation or other dispositions by a third party, they must notify DIAFOOD immediately.The costs of an intervention by DIAFOOD are borne by the customer.

15.6 The customer is obliged to store the goods subject to retention of title separately and to adequately insure them against all usual risks, in particular burglary and fire. The customer hereby assigns all claims against the insurance to DIAFOOD.

15.7 DIAFOOD is obliged to release the collateral due to it at its own discretion, insofar as its estimated value exceeds 150% of the total amount of outstanding claims.

  1. Place of fulfilment.

The place of fulfilment for all mutual obligations is Heidelberg.

  1. Applicable law.

For all legal relationships between the entrepreneur and the customer from or in connection with this contract, the law of the Federal Republic of Germany under exclusion of the UN sales law is decisive.

  1. Jurisdiction.

Jurisdiction for all disputes between the entrepreneur and the customer from or in connection with this contract is Heidelberg or at DIAFOOD's choice a general or special jurisdiction of the customer.

oice a general or special jurisdiction of the customer.

 

Diafood is part of Colin Ingrédients

Diafood has joined Colin Ingrédients, which sells a wide range of culinary ingredients and food  bases for the food industry.

The two firms, Diafood and Colin Ingrédients, complement each other perfectly and their two high-performance industrial facilities in Gunsbach and Mittelhausen in Alsace are now coordinating their production.