Effective Date: February 2025
These Delivery and Payment Terms (“Terms”) govern all sales between FlavourTech (“Seller”) and the Buyer. By placing an order, the Buyer accepts these Terms as binding. Any conflicting or additional terms proposed by the Buyer require express written approval from the Seller to take effect.
1. Scope
1.1 These Terms apply exclusively to all sales to businesses, legal entities under public law, and special public funds.
1.2 Legal references included herein are intended for clarification only; in the absence of specific terms, statutory law shall apply as long as it is not expressly modified or excluded in these Terms.
2. Offers and Order Confirmation
2.1 All offers from the Seller are non-binding. An order placed by the Buyer constitutes a binding offer. Unless otherwise specified, the Seller may accept this offer within two weeks of receipt.
2.2 The content and scope of the order are determined exclusively by the written order confirmation. Both parties must confirm any oral or telephonic agreements in writing to be binding.
2.3 To be valid, buyer notifications post-contract (e.g., deadline setting, defect claims, withdrawal) must be in writing.
3. Pricing and Payment
3.1 Unless otherwise agreed, the Seller’s current prices (ex-factory) apply at the time of order confirmation, exclusive of packaging, shipping, insurance, and applicable taxes. Pricing is calculated in Euro (€); foreign currency payments incur additional Buyer costs.
3.2 Payment is due within 30 days of the invoice date unless otherwise agreed. All invoices are payable in full, without deductions.
3.3 The Buyer may exercise set-off or withholding rights only if the counterclaim is legally established or undisputed.
3.4 In cases of late payment, statutory interest applies. The Seller may also claim damages arising from the default.
4. Delivery and Transfer of Risk
4.1 Delivery is ex-factory. The Seller may ship goods to another destination at the Buyer’s request and expense.
4.2 Risk transfers to the Buyer upon delivery to the carrier or upon Buyer acceptance of goods. If the Buyer delays acceptance, risk transfers at that time.
5. Warranty
5.1 Buyer defect claims require adherence to statutory inspection and reporting duties.
5.2 the Seller may choose between repair or replacement in case of defects.
5.3 The Buyer must provide access for inspection and any necessary repairs or replacements.
5.4 The Seller bears the costs associated with valid defect claims. Invalid claims may result in a charge for inspection and handling.
5.5 If repair or replacement fails, the Buyer may withdraw from the contract or request a price reduction.
6. Limitation of Liability
6.1 The Seller is liable only for damages caused by intent or gross negligence. Liability for minor negligence applies only for injury to life, body, or health or breach of essential contractual duties.
6.2 This liability limitation does not apply if defects were maliciously concealed or if a product guarantee is in effect.
6.3 These limitations extend to the Seller’s legal representatives and agents.
7. Retention of Title
7.1 The Seller retains title to all goods until complete payment. The Buyer may process and sell goods within normal business operations but must transfer title claims to the Seller.
7.2 In the event of default or insolvency, the Seller may revoke this permission.
7.3 Processing or combining goods creates co-ownership in proportion to value. The Seller retains rights equivalent to the original goods.
8. Statute of Limitations
8.1 Buyer claims for defects are limited to one year from delivery.
8.2 Extended statutory limits apply to specific claims (e.g., building materials or third-party claims).
9. Place of Performance, Venue, and Governing Law
9.1 The place of performance is the Seller’s main office.
9.2 Any disputes arising from this contract are governed by [Applicable Jurisdiction], with exclusive jurisdiction at the Seller’s principal office.