General Terms and Conditions of 
Deutsche Vilomix Tierernährung GmbH

 

1. Scope


All agreements, deliveries, offers, and other performances by Deutsche Vilomix Tierernährung GmbH (seller) are exclusively subject to the following conditions. They are agreed upon now for all future contractual relations. Conditions from the customer that deviate and which we do not recognise expressly and exclusively in writing are non-binding for us, also in the case that they were not previously expressly rejected. The general terms and conditions of the Deutsche Vilomix Tierernährung GmbH can be viewed at: www.vilomix.de.
 

2. Offers, concluding contracts, contract content


For each order from the buyer the contract is deemed concluded when the delivery is rendered or when the seller has confirmed the receipt of the order in writing. In this case the content of the written order confirmation is valid as the contract content, so long the receiver does not contradict it immediately. In this case the seller is especially advised in the confirmation letter.

Otherwise expressed side agreements or changes before or at the time of receiving the order requires written confirmation from the seller in order to be valid. Subsequent side agreements, changes and assurances must be in writing .
 

3. Delivery


In the event of force majeure or other unforeseeable circumstances, and circumstances that are beyond control — e.g. labour disputes, intervention by authorities, energy supply disruptions, bad weather conditions, etc. — also when they occur at the supplier of the seller — the delivery time is prolonged by a period that is equal to the duration of the obstruction, and claims for compensation for damages are excluded. The seller can invoke these named circumstances only if the seller promptly informs the buyer. In the case of non-deliveries from sub-suppliers that the seller has no control over, the seller is completely or partially exempted from its performance obligations.

The seller is justified to make partial deliveries that are reasonable. If call-up orders are agreed on, then the buyer must call the order up within an appropriate time limit. Delivery deadlines or delivery dates that can bindingly or non-bindingly agreed on, must be submitted in writing.

The amounts in orders and in delivery closures are always deemed by the seller as approximate amounts. Over-deliveries or under-deliveries of up to 5% of the agreed amount may not be subjected to complaint when delivered.

The seller chooses the shipping routes and modes so long the buyer has provided no special instructions. The transport takes place at the buyer’s risk. The seller has the right, but is not obligated to insure deliveries under the name of and on the account of the buyer. For delivery to the buyer only the freight costs that were valid at the time of contract closure shall be born by Deutsche Vilomix. Freight rate increases that occur up to the time of delivery are borne by the buyer.

The buyer is obligated to immediately take delivery of the ordered goods. If he fails to take delivery, Deutsche Vilomix has the right, after granting an appropriate time period, to stock the goods at the buyer’s costs and risk, or to cancel the contract. All rights remain unaffected as to the § 373 of the German Trade Law.

The delivery obligation of the seller rests as long as the buyer is in arrears with a due payment. 
 

4. Letters of complaint


Complaints due to obvious deficient or obviously deviating properties of the goods, or because of the delivery of goods are other than those ordered, must be made as soon as possible, at the latest within one week after their receipt. The buyer is obligated to subject the goods to a prompt and orderly check when receiving them. The obligations of §§ 377, 378 of the German Trade Law apply for contract-partners who are merchants.

Test results are recognised as valid only when the test in question is conducted by a laboratory that is accredited according to the parameters of DIN EN17025 and the test sample was taken according to the rules of the official sample-taking ordinance. 
 

5. Payment


Payment must be made in full without cash discount upon delivery and receipt of invoice. Payment is deemed as performed first when Deutsche Vilomix has unlimited and unrestricted access to the amount.

The seller is not obligated to accept any bills of exchange and unconfirmed cheques, as well as collection-only cheques unless expressly agreed on. Bills of exchange and cheques are deemed as payable on account of performance until their final payment. The buyer must bear discount fees and other costs.

In the event of payment in arrears and well-founded doubts about the buyer’s capability to pay, Deutsche Vilomix is justified and allowed to request advance payment and to make all claims from the business relationship immediately due.

All mutual receivables arising from the business relationship are put in an open item account (§§ 355ff. German Trade Law). The relinquishment of these open account single receivables without the consent of the seller is excluded.

The buyer can only offset such receivables, or exercise a right to refuse performance as to §§ 273, 320 of the German Trade Law, which are undisputed, established as final and absolute or are ready for decision.
 

6. Impairment of performance


If the buyer falls in arrears with call-up order or the acceptance of goods, then the seller may invoice the goods without prior notification in a suitable forthcoming manner. The risk is transferred over to the buyer with the receipt of the complaint when the goods are ready for despatch and the use or acceptance is delayed because of reasons that are beyond the seller’s control.

The seller can request immediate payment of all receivables and/or make deliveries dependent on advance payment or performance of a security when a significant worsening of the buyer’s assets or income situation occurs and becomes known to the seller after the conclusion of the contract, or if a considerable threat to the buyer’s assets can be shown to be of concern .
 
 

7. Reservation of ownership


The goods remain the property of the seller until full payment of the buying price and all receivables, including any possible balance claims which the seller has with the buyer by virtue of the business relationship or will acquire in the future — for payment by cheque or bill of exchange, until they are redeemed.

If the buyer acquires sole ownership through mixtures, blending or processing, then he transfers already at this point co-ownership to the seller as to the ratio of the value of the delivered products (invoice value) to the value of the other goods at the time of mixture, blending or processing, until full payment of the due receivables. In this case the buyer has to store without cost the sales subject which the seller is co-owner of, which is also delivered products in the sense of the following regulations.

For securing all receivables of the seller resulting from the course of business, the buyer already now assigns all receivables from further selling the delivered products or the goods produced by mixing, blending or processing, including the open account balance claims against his customers that are due to him, as well as any possible indemnity claims against a loan insurance. If the goods are only co-owned by the seller, or if the goods are sold for a total price by the buyer together with others that do not belong to the seller, then the already performed assignment of the claim is only to the amount of that absolute value which the seller charged to the buyer for the part of the goods in question.

The buyer is entitled to collect the assigned receivable. In case of cessation of payment, bankruptcy filing or opening of the insolvency proceedings, judicial or extrajudicial composition proceedings, or other financial collapse of the buyer, the seller can revoke this right. In the event that the buyer receives from his customers drafts or checks for the resale, herewith the buyer assigns to the seller the corresponding draft or check claims/receivables that are existing against his customers, namely to the amount of the assigned to him receivables from the draft sale. Herewith the ownership of the draft or check deeds is transferred from the buyer to the seller. The buyer keeps the deeds safe for the seller.

If the value of securities that exists for the seller exceeds the receivables by a total of not more than 20%, then upon demand by the buyer, or demand by a third party that is negatively affected by the seller’s excess security, the seller is obligated to release the securities as the seller opts. 
 

8. Liabilty


Contractual and tortuous claims for damages are excluded so long the damages are not caused by wilful or gross negligent conduct. The obligation to indemnify is limited to the damages that arise from the mixing, blending or processing of the uniform or new subject.
 

9. Place of fulfilment and legal court of jurisdiction


The legal court of jurisdiction for all disputes between the parties arising from the contract relationship is, so long the buyer is a merchant, legally trained person of public law, or of special public capacity, the court of jurisdiction responsible for the seller at 49434 Neuenkirchen-Vörden, Germany.

German law applies. To the extent nothing also is designated in these general terms and conditions or set forth legally, the rules of the International Chamber of Commerce in Paris in the trade rules (Incoterms 2010) then apply in their most current version as a supplement.


DEUTSCHE VILOMIX TIERERNÄHRUNG GMBH
 
These terms and conditions are a translation of the original German terms and conditions. In the event there is a need for clarity, or in the event of dispute, only the original German text applies and prevails.”