General Terms and Conditions (As of: December 07, 2023) Company Headquarters: Icefresh GmbH, Bei der Alten Liebe 5, 27472 Cuxhaven
§ 1 Sale to Entrepreneurs We sell and deliver exclusively to business entities in the food industry and commercial bulk consumers as a wholesale company. Upon request, the customer must provide evidence of the nature and existence of their business. These sales conditions exclusively apply to all our current and future sales of goods, deliveries, and other services unless individual agreements with the buyer have been expressly agreed upon in writing.
§ 2 Prices and Quantities Our offers are non-binding unless expressly designated as a binding offer.
§ 3 Claims for Defects The customer must promptly inspect the goods upon receipt. Any complaints about defects must be made immediately, but no later than 24 hours after the delivery of goods or the discovery of the defect, in written form (via email or fax). When collecting the goods, they must be examined immediately, and any visible defects must be reported immediately. In the case of initially non-apparent defects, the aforementioned deadlines apply accordingly, starting from the time of their discovery. If the buyer fails to make a timely and properly formatted complaint, the goods are deemed accepted unless the quantity or quality significantly deviates from the order in a way that we should have considered acceptance by the buyer as excluded. Claims of the buyer are also excluded if the goods have been improperly altered, handled, stored, or processed after receipt, unless the customer proves that the alleged defects are not due to these actions. All claims arising from the defects of the goods, including any claims for damages, expire within twelve months from the transfer of risk, except in cases of gross negligence and claims for compensation for damages to life, body, or health. This also applies to any competing identical claims for damages from non-contractual liability. Deviating from this, § 479 BGB applies to recourse claims for goods resold to a consumer within the meaning of § 13 BGB (Consumer Goods).
§ 4 Retention of Title We retain ownership of the delivered goods until the complete payment of all claims from the delivery contract. This also applies to all future deliveries, even if we do not explicitly refer to it each time. We are entitled to reclaim the purchased item if the buyer acts in breach of the contract. Until ownership has passed to the buyer, the buyer is obliged to handle the purchased item with care. In particular, the buyer is obligated to insure it at their own expense against theft, fire, and water damage up to the replacement value. If maintenance and inspection work is required, the buyer must carry out these at their own expense and in a timely manner. As long as ownership has not yet passed, the buyer must immediately notify us in writing if the delivered item is seized or subjected to other interventions by third parties. If the third party is not able to reimburse us for the judicial and extrajudicial costs of a lawsuit according to § 771 ZPO, the buyer is liable for the loss incurred by us. The buyer is entitled to resell the reserved goods in the ordinary course of business. The claims against the customer arising from the resale of the reserved goods are hereby assigned to us in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item has been resold with or without processing. The buyer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the buyer fulfills their payment obligations from the proceeds received, is not in default of payment, and in particular, no application for the opening of insolvency proceedings has been filed or payment has been suspended. The processing or transformation of the purchased item by the buyer always takes place on our behalf and in our order. In this case, the buyer's right of expectation in the purchased item continues with the transformed item. If the purchased item is processed with other items not owned by us, we acquire co-ownership of the new item in proportion to the objective value of our purchased item to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing is done in such a way that the buyer's item is to be regarded as the main item, it is agreed that the buyer transfers proportional co-ownership to us and safeguards the sole ownership or co-ownership created in this way for us. To secure our claims against the buyer, the buyer also assigns to us those claims that accrue to them through the connection of the reserved goods with a piece of land against a third party; we accept this assignment now.
§ 5 Liability Claims for damages are excluded for all damages not arising from the purchased item itself, unless there is intent, gross negligence, a culpable breach of essential contractual obligations, liability under the Product Liability Act, the assumption of a guarantee, or the causing of damage resulting from the violation of life, body, or health. In the case of a culpable breach of essential contractual obligations, we are only liable for the contract-typical, foreseeable damage. Essential contractual obligations within the meaning of the preceding sentence are those obligations that protect the essential legal positions of the customer, which the contract is intended to grant them in terms of its content and purpose, as well as those obligations whose fulfillment enables the proper execution of the contract and on whose compliance the customer can regularly rely and trust.
§ 6 Final Provisions Any price lists and order sets issued by us remain our property and are strictly confidential. The customer is obligated to maintain absolute confidentiality regarding all conditions, sales prices, and discounts for all assortments and other items for a period of 2 years after the end of the business relationship. They are also obliged to impose the same obligation of confidentiality on their employees to the same extent.
The place of performance for all services from the contractual relationship is the location where the warehouse is located from which the goods are sourced. The place of jurisdiction is the court responsible for the registered office of our company.
The nullity of individual provisions of these General Terms and Conditions does not affect the validity of the remaining provisions.