General Terms and Conditions of
Florapharm Pflanzliche Naturprodukte GmbH
Last updated: August 2020
1. Scope of Application
We, Florapharm Pflanzliche Naturprodukte GmbH sell our products exclusively to entrepreneurs. An “entrepreneur”, as defined in Section 14 of the German Civil Code (BGB), is a natural or legal person – or a partnership with legal personality – who or which acts in exercise of his or its trade, business or profession when entering into a legal transaction. Our products are not sold to consumers.
These general terms and conditions shall apply to any contracts we conclude with customers. An up-to-date version shall also apply to future contracts without the need for a specific reference each time.
Unless otherwise agreed by the parties, no deviating, conflicting or additional general terms and conditions shall become part of the contract, even if they are known. However, individual agreements shall always take precedence.
2. Prices / Shipping Costs
All prices are quoted as net prices in euros and do not include the statutory rate of value added tax or shipping costs. We offer free delivery within Germany for orders worth EUR 200.00 or more.
In addition to the indicated prices, we charge a flat-rate handling fee of EUR 15.00 for orders under EUR 130.00.
If goods are shipped to countries outside the European Union (EU), various additional costs shall be incurred depending on the destination, such as taxes and/or customs, which shall be borne by the customer. More information can be found here: ec.europa.eu/taxation_customs/index_de.htm.
3. Conclusion of Contract
The presentation of items in our advertising material does not constitute a legally binding offer, but an invitation for the customer to make us a binding offer. The customer may submit an offer to us by phone, letter, fax or email.
We may accept the customer’s offer by issuing an order confirmation in writing (letter) or electronically (fax or email), by requesting payment after the submission of the order, or by delivering the goods within ten days. We shall also be entitled to reject the order.
The contract shall be concluded exclusively in German.
4. Delivery / Place of Performance / Passage of Risk
We ship our goods around the world. Unless otherwise agreed, the goods shall be delivered as quickly as possible once the order has been accepted.
If the goods are not correctly and/or punctually delivered by our suppliers, we reserve the right to withdraw from the contract. We may only withdraw from the contract if we are not responsible for the non-delivery and we have concluded a specific hedging transaction with our supplier. We shall immediately inform the customer that the goods are not available and, if we withdraw from the contract, we shall immediately reimburse the customer for any consideration paid.
Unless otherwise agreed, the place of performance shall be our place of business and the delivery shall be made “ex works”. The risk of accidental loss or deterioration shall be transferred to the customer as soon as the goods are handed over to a suitable carrier (e.g. forwarding agent, haulier, post office).
5. Payment Conditions
An advance payment is always required for a customer’s first order. From the second order, the customer may choose from the following payment methods:
• Payment in advance
The customer makes an advance payment by bank transfer within 10 days of the request for payment. No discount is granted for early payment. The customer will receive an email to confirm receipt of the order, containing an overview of the order with all the relevant details. Depending on the agreed delivery time, the goods will be dispatched as soon as we receive the customer’s payment.
• Direct debit (second order onwards)
If you pay via direct debit, your German current account will be debited under the SEPA direct debit scheme 5 days after the goods have been dispatched. You will be notified at least 3 days before your account is debited. If your account cannot be debited due to a lack of funds or because you have provided incorrect bank details, the bank will charge a fee to return the money. We reserve the right to pass this fee on to you.
• Payment by invoice (second order onwards)
The customer makes a bank transfer within 10 days of receiving an invoice. No discount is granted for early payment. Depending on your credit rating, please note that we reserve the right to hedge the credit risk by requesting an advance payment or cash on delivery. In such cases, we shall contact you in advance to coordinate the procedure.
The customer shall only be entitled to offset claims against counterclaims that are acknowledged by us, undisputed or legally recognised. The customer shall also be authorised to exercise a right of retention if its counterclaims are based on the same contractual relationship.
6. Reservation of Proprietary Rights
The delivered goods shall remain the property of Florapharm Pflanzliche Naturprodukte GmbH until all claims from our business relationship have been settled in full.
The customer shall be entitled to resell purchased items within its proper course of business; however, the customer hereby assigns us all claims arising from its resale to buyers or third parties up to the final invoice amount of our own claim (incl. VAT). The customer shall remain authorised to collect any such claims following their assignment. We reserve the right to collect the claim ourselves. However, we agree to refrain from collecting claims as long as the customer uses the collected proceeds to satisfy its payment obligations and does not default on payment. If the customer defaults on payment, we may ask the customer to notify us of the assigned claims and the debtors, to provide all information required to collect the receivables, to hand over the associated documents, and to inform the debtors (third parties) that the claims have been assigned to us.
If purchased items are inextricably combined with other items that do not belong to us, we shall obtain joint ownership of the new item in the ratio of the value of the purchased items (final invoice amount incl. VAT) to the other combined items at the time of the mixing. If the items are combined in such a way that the item belonging to the customer may be seen as the main object, the customer hereby agrees to transfer proportional co-ownership to us. The customer shall safeguard the solely owned or co-owned items for us.
7. Liability for Defects (Warranty)
Our products are manufactured in accordance with European and German food law and are intended for sale in the European Union (EU). With regard to pesticide residues, our products comply with Regulation (EC) No. 396/2005. If the customer intends to sell our products outside the European Union (EU), the customer must ensure that our products comply with the legal regulations in the target country. We shall not assume any liability for the conformity of our goods with the laws applicable in countries outside the European Union (EU).
The statutory warranty provisions shall apply with the following exceptions:
a) The customer shall be obliged to immediately inspect the goods for defects and report any obvious defects in writing or via email within 7 days of receipt. The same applies to any hidden defects from the time they are discovered. For the deadline to be met, the report merely has to be submitted in time. If the customer fails to submit a report as described above, the goods shall be deemed approved with regard to the defect in question.
b) The warranty period shall be one (1) year from the delivery of the goods, unless a longer period is explicitly agreed for individual products. This shall have no bearing on the statutory limitation periods stipulated for claims for damages and the reimbursement of expenses resulting from injury to life, limb or health, or due to the fraudulent concealment of a defect or the intentional or grossly negligent breach of essential contractual duties. Similarly, it shall have no bearing on the statutory limitation periods for the right of recourse, as stipulated in Section 478 BGB.
c) If a complaint for defects is justified and submitted in good time, we shall be entitled to remedy the defect at our own discretion by repairing the goods for free or replacing them. If we fail in our attempts to remedy the defect, the customer shall be entitled to reduce the purchase price or withdraw from the contract. The statutory provisions shall otherwise apply.
The customer can make a warranty claim as follows:
By letter:
FLORAPHARM
Pflanzliche Naturprodukte GmbH
Am steinernen Kreuz 7
D-96110 Schesslitz
By phone: +49 (0)9542 9412 0
By fax: +49 (0)9542 9412 30
By email: info@florapharm.de
8. Limitation of Liability
We shall be held fully liable for intent, gross negligence, personal injury (to life, limb or health), bad faith, warranty promises, claims under the German Product Liability Act (ProdHaftG) and in other legally mandatory cases.
We shall only be held liable for slight negligence if we breach an essential contractual duty and we could have prevented the damage by complying with the essential contractual duty. An essential contractual duty should be understood as a duty where compliance enables the proper performance of the contract in the first place and where the contractual partner may regularly put its trust in compliance. If we breach an essential contractual duty, our liability shall be limited to the degree of damage that can typically be foreseen for the type of contract in question.
Otherwise, we shall not be held liable.
9. Provision and Use of Florapharm Trademarks and/or Labels for Specific Customers
a) If we package goods on behalf of the customer, label the goods with our trademark and only the customer’s company is named as the manufacturer on the packaging, the customer shall acknowledge our sole ownership of the trademark and shall agree to acknowledge our rights to the trademark and refrain from infringing our rights and supporting any third-party infringements.
b) Any use of the trademark by the customer shall be considered our use.
c) The customer shall only be entitled to use the trademark used to label the goods when selling the goods.
d) The customer shall support us by taking all measures necessary to safeguard and defend our trademark rights. The customer shall notify us of any name that might infringe our trademark rights.
e) Any names that are not protected by us may be used at the customer’s own risk. We shall not assume any liability for the customer’s own names and labels.
f) We shall produce and supply customised labels for the customer upon special request. However, we wish to explicitly point out that we shall only be held responsible for the content of the labels to the extent that we can influence it as the tea manufacturer. The respective distributor shall be responsible for ensuring compliance with the legal requirements when using our customised labels.
10. Applicable Law / Place of Jurisdiction
The contract shall be subject to the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
If the customer is a merchant, a legal person under public law or a special fund under public law in accordance with Section 38 of the German Code of Civil Procedure (ZPO) and has concluded the contract in that capacity, the seller’s competent court shall be agreed as the exclusive place of jurisdiction. We also reserve the right to take legal action against the customer at another legal venue.
Legal Notice / Provider Identification / Contractual Partners
FLORAPHARM
Pflanzliche Naturprodukte GmbH
Am steinernen Kreuz 7
D-96110 Schesslitz
Tel.: +49 (0)9542 9412 0
Fax: +49 (0)9542 9412 30
Email: info@florapharm.de
Authorised Managing Directors: Georg Kroll
Registered Office: Schesslitz
Commercial Register: District Court of Bamberg, Commercial Register Number: 2305
VAT ID No. pursuant to Section 27a of the German Value Added Tax Act (UStG): DE152617118