General Business Terms and Conditions
of Pasta Romana GmbH
66424 Homburg, Germany
1. General information
All our offers, goods and services are subject to our General Business Terms and Conditions. The General Business Terms and Conditions also apply to all future business relationships and transactions, even if not explicitly referred to in each case. Deviating or special terms and conditions, and in particular purchasing terms and conditions of the purchaser, shall not apply, even if not explicitly excluded in each case.
2. Offer and conclusion of contract
All our offers are non-binding and without obligation. A declaration of acceptance or an order is only valid, if it has been confirmed by us in writing. This also applies to amendments, changes to an order or verbal agreements. Dimensions, weights and other performance specifications are only binding, if they have been explicitly accepted by us as binding.
3. Prices / packaging
The prices quoted in our order confirmation are binding. These prices are subject to VAT at the applicable rate. If no written order confirmation is in place, our prices valid on the day of delivery apply. Unless agreed otherwise, all prices are quoted ex works (warehouse) and include transport packaging. On request, we offer special packaging against an extra charge. The purchaser can also avail of return packaging available at a rental fee. Rental packaging must be returned to us free of charge and in good condition within three months from the date of the invoice.
For shipping, the place of performance is our place of loading at 66450 Bexbach or at the rented warehouse of our logistics partner. Unless agreed otherwise in writing, all deliveries are ex works according to Incoterms 2010.
5. Payment/retention of title
Our invoices must be paid within 21 days from the date of receipt of the invoice, unless other payment terms have been agreed in writing. In the event of default, we are entitled to charge interest on arrears at a rate of 9 percentage points above the base rate. The purchaser is entitled to offset his liabilities against his undisputed or legally effective counterclaims. In the event of default, we shall be entitled to request payment in advance for future deliveries, and to demand that all outstanding amounts are settled in full. This shall not affect our statutory rights. If the purchaser is in default, we are not obliged to make further deliveries. If we accept payment by bill of exchange, all associated discounts and back charges are payable by the purchaser.
6. Liability for defects
The purchaser must examine the delivered goods upon receipt for defects and suitability for the intended purpose. Insofar as this is reasonable, this includes sample processing. If no complaint is made, the delivery is deemed accepted. In the case of obvious defects, incorrect quantities or incorrect deliveries, the purchaser must notify us in writing within five working days from the date of delivery, and prior to processing the delivered goods. Damage caused during transport must be reported to the freight forwarder. We shall only be liable for genuine defects that have been reported to us within the above complaints period and in writing. In this case, we shall make a delivery free of defects. If we fail to make a delivery free of defects, or if the purchaser cannot be reasonably expected to accept such a delivery, he is entitled to request a reduction in price, to withdraw from the contract or to demand compensation for loss or damage. We shall not accept claims for compensation on the part of the purchaser arising from defective goods, and in particular compensation for damage to property other than the goods delivered by us, as outlined in clause 7.
7. Limitation of liability
We shall not be liable for damage to property, including the goods delivered by us, that might have resulted from a breach of contract or improper action on our part. This does not apply in cases where the damage is caused by intent or gross negligence, or where we are found in breach of a material contractual obligation. In the event of a breach of a material contractual obligation on our part, our liability for compensation and costs shall be limited to foreseeable damage typical for the contract. In the event of malicious intent or gross negligence on our part, our liability is not limited. In cases where a defect in our goods has led to personal injury or damage to personal property, we shall be liable in accordance with the German Product Liability Act. This act also governs our liability with regard to a guaranteed property of our goods or the fraudulent concealment of a defect, and any damage to the life or health of persons arising from a defect in our goods. The above limitations of liability also apply accordingly in favour of our shareholders, legal representatives and vicarious agents.
8. Retention of title
Until payment is received in full, we shall retain full title in the delivered goods according to § 449 (1) German Civil Code. This retention of title extends to all claims on our part arising from the business relationship with the purchaser. For goods that are combined, processed or mixed with other goods by the purchaser, we shall retain title in the proportional share of our goods in the new product at the time of processing, combination or mixing, based on the relevant invoiced values. Alle Forderungen aus der Veräußerung von Vorbehaltswaren tritt der Kunde schon jetzt insgesamt bzw. in Höhe unseres etwaigen Miteigentumsanteiles zur Sicherung an uns ab. As long as the purchaser is willing and able to meet his obligations under his contract with us, he is entitled to process and resell the goods subject to retention of title and collect the payments from his customers as part of his ordinary business. The pledging or assignment as security of the goods under retention of title is only admissible with our prior written consent. If goods under retention of title are seized by a third party, the purchaser must notify us without delay. Should the value of the securities exceed our claims by more than 10%, we will, at the purchaser's request, release securities of our choice.
9. Data protection
The purchaser agrees to the processing and storage of all data, including personal data, required for the fulfilment of his order and the processing of payments. Data relating to the purchaser shall only be made available to third parties, if this is necessary for the fulfilment of our contractual duties, including delivery of the goods and funds transfer. The purchaser is entitled to full disclosure of all data relating to him that is stored by us, and to demand that data is corrected, blocked or erased free of charge. For details, please refer to the enclosed data protection policy.
The business relationship between the purchaser and Pasta Romana GmbH is subject to German Law under exclusion of any conflict of law rules and the UN Convention on the International Sale of Movable Goods. The place of performance for deliveries is our place of dispatch. The place of performance for payments is 66424 Homburg, Germany. If the purchaser is a registered trader pursuant to § 38 (1) German Code of Civil Procedure, any disputes arising from a contract shall be settled before a competent court at 66424 Homburg.
The decision or declaration that one or more of the clauses of a contractual agreement with a purchaser are null and void shall have no effect on the remaining clauses. The parties agree that an invalid, impractical or missing clauses shall be replaced by a clause that best reflects the commercial purpose of the initial agreement.