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General Terms & Conditions of Florapharm Pflanzliche Naturprodukte GmbH

1. Scope of application

We, Florapharm Pflanzliche Naturprodukte GmbH, sell exclusively to entrepreneurs. In accordance with § 14 of the German Civil Code (BGB), an entrepreneur is a natural person, legal entity or legally empowered partnership, which in concluding a legal transaction is exercising its commercial or independent professional activity. Sales are not made to consumers.

These Standard Terms and Conditions apply to all contracts that customers conclude with us via the platform www.florapharm.de.

Unless the parties have agreed anything to the contrary, any different, contrary or complementary standard terms and conditions will not become part of the contract, even should we be aware of them. Individual agreements will however always take precedence.

2. Prices / dispatch costs

All prices are net prices, are stated in Euro and are to be understood as subject to the addition of the legally stipulated value added tax and any costs of dispatch. We ship free of charge within Germany provided that the value of the goods is in excess of Euro 200.00.

In addition to the prices stated, we charge a processing fee of EURO 15.00 on orders should the value of the goods be less than Euro 130.00 per order. 

Depending on the country to which the shipment is made, varied additional costs, such as taxes and/or customs duties, will be incurred on shipments outside the European Union (EU), which the customer will be required to pay. Additional information may be found under http://ec.europa.eu/taxation_customs/index_de.htm for example.

3. Conclusion of the contract / contractual language / correction of input areas

The presentation of the products in the online shop does not constitute a legally binding offer but is an invitation to the customer to submit a binding offer to us. The customer may submit this offer by placing the desired products in the virtual shopping basket and by sending us the goods placed in the shopping basket (clicking the button “send off order”). After his order has been received, the customer will automatically receive an e-mail documenting the offer he has submitted (order). This e-mail simply confirms that we have received the order; a contract has not yet come into force.

A valid contract will not come into force until we have accepted the customer’s offer by requesting payment after submission of the order, by sending our acceptance by e-mail (order confirmation) or by dispatching the goods within five working days.

The contract will be concluded solely in German.

The customer may correct input errors before submitting his order by means of the technical means provided in the online shop and with the aid of the usual functions on his keyboard/mouse. The customer can also interrupt the transaction at any time by closing the browser window. By clicking the “order with an obligation to pay” button, the customer has placed a binding order (offer); thereafter it is no longer possible to correct input errors.

4. Delivery / Place of fulfilment / transfer of risk

We deliver throughout the world.

Depending on the agreed delivery time, we send the goods as soon as we have received payment of the invoice amount.

Unless anything different has been agreed, the place of fulfilment is our registered office and delivery is made “ex factory”. The risk of accidental destruction or deterioration passes to the customer as soon as the goods ordered are handed to a suitable carrier (transport company, freight forwarder, post etc.).

 

5. Payment conditions

First shipments are always invoiced on the basis of cash in advance. With effect from the second order, the customer may choose between the following methods of payment:

  • Cash in advance
    The customer pays in advance by bank transfer within ten days of being asked to pay. The deduction of a cash discount is not granted. The customer receives a summary of the order showing all relevant details in the e-mail confirming receipt of the order. Depending on the agreed delivery time, we send the goods as soon as the customer’s payment has been received on our bank account.
  • Direct debt (from the 2nd order)
    Should payment be made by direct debit, the amount will be deducted from your German giro account by means of the SEPA Direct Debit Scheme five days after the goods have been dispatched. You will receive notice at the latest three days before the amount is debited. The bank will levy a chargeback fee should the debit not be possible due to lack of sufficient cover on the account or should the bank account details provided by you be incorrect.  We reserve the right to charge this fee back to you.
  • Payment by invoice (from the 2nd order) 
    The customer will only be entitled to net claims provided that his claims have been established in law, are undisputed or have been recognised by us. Moreover, he is only authorised to exercise a right to withhold payment provided that his counter-claims relate to the same contractual relationship.

6. Reservation of title

Goods delivered will remain the property of Florapharm Pflanzliche Naturprodukte GmbH until all claims arising from our business relationship have been paid in full.

The customer is entitled to re-sell the goods purchased as part of his normal business operations; he however assigns to us with immediate effect all claims due to him from his customer or a third party as a result of the re-sale equal to the invoice amount of our claim, including value added tax. The customer is still entitled to collect this receivable even after assignment. This does not however affect our right to collect the receivable ourselves. We undertake however not to collect the receivable as long as the customer fulfils his payment obligations from the proceeds received and does not fall into payment arrears. Should the customer fall into payment arrears however, we may demand that the customer inform us of the receivables assigned and who owes them, provide all information required for collection, hand over the associated documents and notify the third party debtor of the assignment.

Should the goods purchased be inseparably mixed with other objects not belonging to us, we will acquire co-ownership of the new object in proportion to the value of the goods purchased (final invoice amount including value added tax) to the other goods mixed at the time the mixing took place. Should the goods be mixed in such a way that the customer’s property is to be regarded as the main object, it is deemed to have been agreed that the customer transfers a share of ownership to us. The customer will store his sole property or the co-owned goods on our behalf.

7. Information on liability for defects (warranty)

Our products are manufactured in compliance with current European and German foodstuffs regulations and are intended for sale within the European Union (EU). Concerning residues of pesticides, our products comply with EC Regulation No. 396/2005. If the customer intends to sell our products outside the European Union (EU), it is the customer's responsibility to check on the compliance of our products with the current legislation applicable in the target country and to ensure that these regulations are complied with. We accept no responsibility for the concurrence of our goods with legal regulations applicable in countries outside the European Union (EU).

The warranty provisions of the law will apply, subject to the following exceptions:

a) The customer is required to examine the goods received for defects immediately and to notify obvious defects in writing/by e-mail within a period of seven days from the receipt of the goods. The same will apply to concealed defects from the time the defect is discovered. Compliance with the notification deadline is ensured if the defect is reported on time. Should the customer fail to notify us as stipulated above, the goods will be deemed to have been approved with regard to the defect concerned.

b) The warranty period is one (1) year from the time the goods are delivered, unless a longer period is expressly stated for certain goods. The statutory periods of barring of claims to expenditure and damages from an injury of life, limb or health, on account of deceitful non-disclosure of a defect, on account of deliberate or grossly negligent breaches of duties shall remain unaffected. Likewise, the statutory periods of barring for the claim to recourse according to § 478, German Civil Code, shall remain unaffected.

c) Should the defect reported be justified and have been reported on time, we are entitled, at our option, to eliminate the defect either by repairing or replacing the goods at no expense. Should subsequent fulfilment be unsuccessful, the customer is entitled to reduce the purchase price or to rescind the contract. Otherwise, the provisions of the law will apply.

The customer should report warranty claims to:

Letter: FLORAPHARM Pflanzliche Naturprodukte GmbH, Am steinernen Kreuz 7, D-96110 Schesslitz
Telephone: +49 9542 9412-0
Fax: +49 9542 9412-30
E-mail: info@florapharm.de

8. Limitations on liability

We bear unlimited liability in the event of deliberate intent, gross negligence, personal damage (injury to life, limb and health), deception, warranty undertakings, claims under the German Product Liability Law and in other cases mandated by law.

We are only liable for minor negligence should an essential contractual obligation (cardinal obligation) have been infringed and provided that the essential contractual obligation ought to have prevented the damage having occurred. A cardinal obligation refers to an obligation the fulfilment of which makes the proper implementation of the contract possible at all and on whose compliance the contractual partner may normally rely. Liability in event of the infringement of a cardinal obligation is limited to foreseeable damage for this type of contract.

Any other liability is excluded.

9. Storage of the text of the contract

We do not store the text of the contract, nor may it be retrieved after the order has been completed. It will however be sent to the customer by e-mail together with the standard terms and conditions immediately after his offer to conclude a contract has been submitted. The customer may also print out the order data immediately after he has sent off his order.  

10. Packing making use of our brand names

a) If we pack goods by order of the customer, label these goods with our brand name and the customer’s corporate name alone is stated on the packaging as manufacturer, the customer acknowledges our sole ownership to the brand name attached and undertakes to acknowledge our rights to the brand name and neither to attack them nor to support third parties’ attacks.

b) Each use of the brand name by the customer shall be deemed use by us.

c) The customer shall be entitled only to use the brand name used for labelling of the goods within the framework of the sale of the goods supplied.

d) The customer shall support us in all measures becoming necessary in order to protect our rights to the brand name and to defend them. It shall notify us of any designations which might breach our right to the brand name.

e) Use of names not protected by us shall be at own risk. We shall assume no liability for the customer’s own names and labels.

11. Applicable law / place of jurisdiction

The law of the Federal Republic of Germany will apply to the exclusion of the provisions of UN purchasing law (CISG). 

Should the customer be a businessman, a civil law legal entity or civil law special assets (§ 38 of the German Code of Civil procedure) and should he have concluded the contract in this capacity, the court that is responsible for the seller is agreed as the sole place of jurisdiction. We also reserve the right to proceed against the customer at any other legal court of law.

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Impressum / identification of the supplier / contractual partner

FLORAPHARM
Pflanzliche Naturprodukte GmbH
Am steinernen Kreuz 7
D-96110 Schesslitz

Telephone: +49 9542 9412- 0
Telefax: +49 9542 9412- 30
E-mail: info@florapharm.de 

Director entitled to represent the company: Georg Kroll, Ulrich Beuerle
Registered office: Schesslitz
Commercial register: district court of Bamberg, registry number: 2305
VAT identification number (§ 27a of the German Value Added Tax Law): DE152617118

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