GENERAL TERMS OF SALE AND DELIVERY
Duellberg Konzentra GmbH & Co. KG
§ 1 Scope
(1) These terms of sale and delivery shall exclusively apply to Duellberg Konzentra
deliveries unless different terms and conditions have been expressly approved
by Duellberg Konzentra in writing. These terms of sale and delivery shall also apply in case
Duellberg Konzentra delivers the goods without any reservations and/or accepts the order without
any reservation, in spite of being aware of any purchaser’s conditions that are in
conflict with or deviate from these terms of sale and delivery.
(2) These terms of sale and delivery shall also apply to any future business transactions
with the purchaser.
(3) Duellberg Konzentra herewith expressly objects any agreements or side letters deviating from these terms unless such have been approved in writing by Duellberg Konzentra. Any approved deviations shall only
apply to a certain individual case and shall have no effect in future.
(4) The Buyer may only assign any claims arising from transactions with Duellberg Konzentra with explicit consent of Duellberg Konzentra.
§ 2 Offer, Conclusion of Contract
(1) Duellberg Konzentra’s offers are without engagement, but have to be accepted within a period of
ten (10) days.
(2) An order placed by the purchaser shall be deemed to be a legally binding offer to
conclude a contract.
(3) A supply agreement shall only enter into effect upon a written confirmation of order
by Duellberg Konzentra. The contents of such confirmation shall be decisive for the contents of the
agreement. In case the purchaser does not object thereto immediately, such contents
shall form the basis for the agreement.
§ 3 Terms of Payment
(1) All prices quoted are ex works and net of the statutory VAT valid at the time. Taxes,
surcharges, import and export fees as well as customs fees may arise in
(2) Invoices are due and payable within ten (10) days upon receipt of such
invoice without any deductions. The legal provisions concerning the consequences of
delays in payment shall apply.
(3) The purchaser shall only have rights of set-off if its counterclaims have been legally
established, are undisputed and recognized by Duellberg Konzentra. Moreover, the purchaser may
only exercise its right of retention to the extent its counterclaim is based on the same
§ 4 Warranty / Damages / Liability
(1) The purchaser has the obligation to inspect the goods received for defects immediately
upon receipt. The purchaser must inform Duellberg Konzentra in writing of obvious defects
immediately but no later than seven (7) business days upon receipt of the delivery; in
case of hidden defects, within seven (7) business days upon detection. Otherwise, the
delivery shall be deemed to have been accepted.
(2) The purchaser must grant Duellberg Konzentra the opportunity to verify the complaint, and must
above all provide Duellberg Konzentra with the defective goods and the associated packaging for
(3) In case a rectification of defects or a substitute delivery is not possible or is rejected
or is not effected or failed for other reasons attributable to Duellberg Konzentra within a reasonable
period of time granted by the purchaser, the purchaser has the option – in its
sole discretion – to either rescind the agreement or reduce the purchase price. No time
limit must be set unless required by law.
(4) Any additional claims by the purchaser, in particular to damages instead of
per- formance and to replacement of another direct or indirect damage, including
collateral or consequential damage, regardless of the legal grounds therefore, shall be
excluded. This shall not apply in case
a) Duellberg Konzentra fraudulently concealed a defect of title or a material defect
or assumed a guarantee for their absence or for the condition of the goods;
b) the damage is attributable to willful intent or gross negligence by Duellberg Konzentra,
one of its legal representatives or vicarious agents or to a negligent violation of
material contractual obligations by Duellberg Konzentra or such persons;
c) a culpable violation of obligations by Duellberg Konzentra or its legal representatives or
vicarious agents led to a bodily injury or an injury to health;
d) the product liability law is applicable.
In case of slight negligence, Duellberg Konzentra’s obligation is restricted to an amount for foreseeable
damages typical for such contract.
(5) The provisions according to the sub-section above shall apply mutatis mutandis to
direct claims by the purchaser vis-à-vis the legal representatives or vicarious agents of
§ 5 Involvement of Subcontractors
(1) In case the defective delivered item is a product that Duellberg Konzentra purchased in whole
or in part from a third party, Duellberg Konzentra is entitled to assign its rights concerning material
defects vis-à-vis the subcontractor to the purchaser and inform the purchaser of its
option to assert claims against the subcontractor in and out of court. In this
case, claims against Duellberg Konzentra for the defectiveness of the item can only be asserted in
case the claims against the subcontractor are not enforceable despite an assertion of
claims in or out of court in due time and/or in case the assertion of claims is
unreasonable in individual cases.
(2) This shall not apply to claims for damages according
to section 4 (4).
§ 6 Statute of Limitations
(1) Any and all claims of the purchaser, irrespective of their legal grounds,
become statute-barred after 12 months, insofar as this is legally admissible.
(2) This shall not apply to claims for damages according to section 4 (4).
(3) This shall not affect the limitation period for recovering from the supplier as provided
for under sections 478, 479 of the German Civil Code.
§ 7 Retention of Title
(1) Duellberg Konzentra reserves the right to retention of title to the delivered items until receipt of
full payment for the respective shipment.
(2) The purchaser undertakes to obtain adequate replacement value insurance for the
goods against fire, water and theft at its own expense.
(3) The purchaser shall be entitled to resell the goods subject to retention of title in its
ordinary course of business. Already now, the purchaser assigns to Duellberg Konzentra its claims
resulting from the resale of the goods subject to retention of title. Duellberg Konzentra accepts such
assignment. The purchaser shall be entitled to collect the assigned sum due as long
as it fulfills its own payment obligations. In case of any delay in payment on the part of
the purchaser, Duellberg Konzentra shall be entitled to withdraw such collection authorization. In
such a case, the purchaser shall be obliged, upon Duellberg Konzentra’s request, to
provide Duellberg Konzentra with all the information necessary for collection and to allow a
representative to verify the valid existence of the assigned claim based on the purchaser’s
accounting documents and the purchaser shall be obliged to inform its
debtors of such assignment.
(4) If Duellberg Konzentra’s title to the goods extinguishes due to the goods being
mixed or blended with other goods or due to being processed and the purchaser
becomes the owner of the delivered item, then the purchaser hereby assigns as security to
Duellberg Konzentra in advance a pro rata co-owner’s share in the value of the new item
being produced. Duellberg Konzentra hereby accepts such assignment. Physical transfer
shall be replaced by gratuitous deposit.
(5) The purchaser must inform Duellberg Konzentra immediately of any third party claims
to Duellberg Konzentra’s property and, upon agreement with Duellberg Konzentra, the purchaser shall be
obliged to take appropriate legal steps against such claims at its own expense.
(6) In case of any delay in payment on the part of the purchaser or if an application to
subject the purchaser’s assets to insolvency proceedings has been filed or in case of
an assignment of the contingent rights to third parties or if the purchaser’s business is
transferred to a third party, Duellberg Konzentra shall be entitled to take back the delivered goods
and in order to do so, Duellberg Konzentra shall be entitled to enter the purchaser’s
premises within regular business hours. Duellberg Konzentra shall then be entitled to freely dispose of such goods subject to a
retention of title. Any proceeds from such disposal must be set off against the
purchaser’s debts (less reasonable expenses for such disposal) and any balance must be disbursed to the purchaser.
(7) Upon the purchaser’s request, Duellberg Konzentra undertakes to release any collateral
securities to the extent the value of these collateral securities exceeds the value of the
as of yet unfulfilled claims to be secured by such collateral securities by more than 10
percent. Duellberg Konzentra shall be entitled to freely select the collateral securities to be so
§ 8 Packaging
Unless otherwise stated in the order confirmation, the packaging shall be
non- returnable packaging. If the parties agreed on using returnable packaging,
such packaging must be returned free of charge in good, serviceable, clean and
washed condition to the Duellberg Konzentra plant from where it was delivered; otherwise, such
packaging shall be deemed to have been purchased by the purchaser at
replacement value. In case of any returns, the customer number, invoice number
and the batch number of the container must be stated.
§ 9 Shipment
(1) Shipment and transport shall be effected at the purchaser’s risk and expense. Upon
the purchaser’s request and at its expense, Duellberg Konzentra shall obtain transport insurance
covering the usual transport risks.
(2) Should shipment be delayed due to the purchaser’s fault, the goods shall
be deposited or stored in Duellberg Konzentra’s premises at the purchaser’s risk and expense.
§ 10 Delivery / Delivery Date
(1) As long as not contrary agreed it is herewith deemed to be agreed delivery of all goods by Duellberg Konzentra upon the condition EXW.
(2) Delivery dates shall be agreed upon by the parties. If the parties agreed
on a delivery period, such period shall begin as of the date of the order confirmation.
(3) The compliance with dates for delivery and service shall be subject to a
timely receipt of any and all documents to be procured by the purchaser as well as to a
timely provision of information and fulfillment of any other obligations by the
purchaser. If these pre-conditions are not fulfilled in due time, the delivery periods
shall be extended accordingly. However, this shall not apply if Duellberg Konzentra is responsible
for such delay.
(4) In addition, Duellberg Konzentra’s compliance with agreed upon delivery periods and
dates shall be subject to a delivery in due time by its own subcontractors. Should
Duellberg Konzentra, due to any delay in delivery by one of its subcontractors, not be able to
comply with agreed upon delivery periods and dates due to circumstances beyond its
control and despite having observed all commercial duties of care, Duellberg Konzentra shall not
be liable for delays in delivery. In such case, Duellberg Konzentra undertakes to assign to the
purchaser any claims for damages it may have against such subcontractors.
(5) In cases of force majeure, strikes, non-culpable inability to perform as well as
unfavorable whether conditions, the delivery period shall be extended by a period of
time corresponding to the duration of such event beyond Duellberg Konzentra’s control.
(6) If Duellberg Konzentra becomes aware of the fact that it will not be able to comply
with an agreed upon date, it shall inform the purchaser thereof as soon as practicable.
§ 11 Reservation of the Right to Rescind the Contract
Duellberg Konzentra shall be entitled to rescind the contract if delivery is materially impeded or
rendered impossible due to force majeure, strikes or natural disasters or any failure to
deliver or to deliver in due time or correctly on the part of any subcontractor and if such
event is continuing and not within Duellberg Konzentra’s control.
§ 12 Use of the Products
(1) To the extent the use of the products delivered by Duellberg Konzentra, e.g. for cosmetic
or pharmaceutical products, food, semi-luxury and luxury foodstuff or animal
food is subject to legal regulations, it shall be the purchaser’s responsibility to verify
whether the delivered products are suitable for such use and whether the final product
complies with the applicable legal regulations. Any deviating provisions must be
agreed upon in writing in the individual case.
(2) Duellberg Konzentra shall not assign any intellectual property rights to the purchaser with the
sale of the products. The same shall apply if the purchaser wishes to subject Duellberg Konzentra
to any deviating conditions by means of separate documents.
§ 13 Place of Performance, Place of Venue, Applicable Law, Miscellaneous
(1) Unless otherwise expressly agreed upon, the seat of Duellberg Konzentra shall be the place of
(2) Hamburg shall be the exclusive place of venue for any disputes from the supply
(3) The agreement shall be subject to the laws of the Federal Republic of Germany.
The application of the UN Sales Convention shall be excluded.
(4) Should one of the provisions in these terms and conditions or a part of a provision
be or become ineffective, this shall not affect the other provisions and/or the remaining
part of the provision.
GENERAL CONDITIONS OF PURCHASE
Duellberg Konzentra GmbH & Co. KG
§ 1. Scope
(1) Any orders placed by Duellberg Konzentra shall be based exclusively on these General
Conditions of Purchase. These conditions of purchase shall also apply if Duellberg Konzentra
accepts deliveries and/or makes payments although it is aware of the existence
of any supplier’s conditions that are in conflict with or deviating from its conditions
of purchase. They shall also apply to any future business transactions with the
(2) Any deviations from these conditions of purchase shall not be effective unless
approved in writing by Duellberg Konzentra. Approved deviations shall only apply to a certain
individual case and shall have no effect in future.
(3) These conditions of purchase shall supersede all previous conditions of
(4) These conditions of purchase shall apply exclusively to entrepreneurs within
the meaning of Section 14 of the German Civil Code.
(5) The Seller may only assign any claims arising from transactions with Duellberg Konzentra with explicit consent of Duellberg Konzentra.
§ 2. Placement of Orders
(1) Orders need to be placed in writing in order to be binding. The same shall
apply to other agreements made before or after the conclusion of contract.
Orders placed orally or via telephone must be subsequently confirmed in writing
by Duellberg Konzentra in order to be legally valid. The same shall apply to oral collateral
agreements and changes to the contract.
(2) Orders placed by Duellberg Konzentra can only be accepted within ten (10) calendar days
from the date of order.
(3) Without Duellberg Konzentra’s prior written consent, the supplier is not entitled to outsource
the performance of the contract to third parties.
(4) The supplier must treat the conclusion of contract confidentially and shall only
be allowed to make reference to its business relationship with Duellberg Konzentra in its
advertising materials upon Duellberg Konzentra’s written consent.
(5) The contractual parties agree that any and all commercial or technical details
disclosed in the course of the business relationship which are not already in the
public domain shall be treated as business secrets. Any subcontractors must be
subjected to corresponding obligations.
§ 3. Prices / Shipment / Packaging
(1) The agreed prices shall be fixed prices. Any costs for packaging, packaging
means and transport to the address and/or location indicated by Duellberg Konzentra as well
as costs for customs formalities and customs duties are included in these prices.
The supplier must show statutory VAT separately on its offers and invoices.
(2) The supplier shall be obliged to indicate Duellberg Konzentra’s order no. as well as all
other order information (date, quantity, etc.) as given in the order on all shipping
documents, delivery notes and invoices. If the supplier fails to do so, Duellberg Konzentra
shall not be liable for any consequential delays in processing.
(3) Shipment will be effected at the supplier’s risk and expense. The risk of
deterioration including accidental loss shall thus be borne by the supplier until
delivery to the address and/or location indicated by Duellberg Konzentra.
(4) The supplier shall be obliged to take back the packaging in accordance with
legal provisions. The goods must be packed in such a manner that they are
protected from damage during transport. Reusable containers must be marked
(5) Any costs for improper packaging or improper shipment shall be borne by the
§ 4. Terms of Payment
(1) The supplier’s invoices are due and payable within sixty (60) days upon
delivery and receipt of invoice. If the subject matter of the contract is the provision
of a work performance by the supplier, “delivery” shall be replaced by
“acceptance”. Payment does not imply any statement as to the quality of the
delivery nor shall it restrict any rights Duellberg Konzentra may have. The supplier shall grant
a discount of three percent (3 %) for payments within ten (10) days upon receipt
(2) Duellberg Konzentra shall be entitled to rights to set-off and retention rights in accordance
with legal provisions.
(3) In case of any delay in payment, Duellberg Konzentra’s liability shall not exceed the
statutory default interest rate.
§ 5. Delivery Dates / Delays in Delivery / Force Majeure
(1) Agreed delivery dates shall be binding. The supplier shall be in default after
the lapse of a delivery date. No reminder shall be necessary in order to establish
the status of “default”. In case of an obligation to be performed at the creditor’s
place of business, a date of delivery or delivery period shall be deemed to have
been complied with upon receipt of the goods at the address and/or location
stated by Duellberg Konzentra.
(2) If the supplier notices that it will not be able to meet an agreed date of delivery
for whatever reason, it must inform Duellberg Konzentra immediately thereof in writing,
stating the reasons and the estimated duration of the delay. The supplier shall
cover any additional costs for replacement deliveries at the earliest possible date.
(3) If the supplier is in default due to any non-compliance with a date of delivery,
Duellberg Konzentra shall be entitled to demand a contractual penalty amounting to 0.2
percent of the order value for every business day, however, not more than 5
percent of the order value. Duellberg Konzentra reserves the right to assert the contractual
penalty until payment of the invoice. The contractual penalty must be set off
against any claims for damages caused by the delay. Duellberg Konzentra reserves the right
to assert additional claims for damages.
(4) If no specific date of delivery has been agreed upon, deliveries shall be
effected on business days during normal business hours in accordance with the
(5) The signature of the delivery note and/or the actual acceptance of the delivered
goods do not imply any statement as to whether a shipment corresponds to
(6) Duellberg Konzentra shall not accept partial deliveries unless otherwise expressly agreed
§ 6. Passing of Risk / Supplier’s Retention of Title
The title to the delivered goods shall pass to Duellberg Konzentra upon delivery.
§ 7. Quality
(1) Delivered goods must comply with legal regulations, the agreed specifications
and the recognised state of the art in science and technology.
(2) Containers must comply with legal regulations of the country of destination,
the agreed specifications and the recognised state of the art in science and
§ 8. Liability
The supplier shall be liable for any breach of contract in accordance with legal
provisions unless otherwise stated in these business terms and conditions.
§ 9. Notification of Defect / Warranty
(1) Upon receipt, Duellberg Konzentra shall effect spot checks in order to inspect the delivered
goods for deviations in quality and quantity. Any notification of defect made
by Duellberg Konzentra shall be deemed to have been effected in due time if made within
seven (7) working days upon receipt and/or within seven (7) working days upon
detection of a hidden defect (Duellberg Konzentra shall only be obliged to prove that such
notification was sent in due time).
(2) Duellberg Konzentra’s rights in case of defects in quality and defects of title shall be
subject to the statutory provisions, amended as follows:
a) Any claims based on defects shall become statute-barred after two years
upon the transfer of the delivered item to Duellberg Konzentra or to a third party designated
by Duellberg Konzentra at the location designated by Duellberg Konzentra, unless a longer
period of time is provided for by law. In cases in which an acceptance is
provided for by law or by contract, the limitation period shall begin upon acceptance.
b) In case of defective deliveries or packaging, Duellberg Konzentra shall be entitled to
demand, at its discretion, rectification or a replacement delivery. In case of
imminent danger or if the supplier is in default concerning subsequent performance
demanded by Duellberg Konzentra, refuses to perform or fails to effect the
subsequent performance demanded by Duellberg Konzentra, Duellberg Konzentra shall be entitled
to remedy the defects, have such defects remedied by third parties or obtain
a substitute, each at the supplier’s expense. Whether there is imminent danger or not is to be evaluated according to one’s best judgement.
c) For rectified items or items delivered as substitutes, the period of limitation
specified in a) above shall recommence upon rectification and/or substitute
d) The supplier shall cover any costs in connection with goods not accepted
by Duellberg Konzentra.
(3) If Duellberg Konzentra is subject to any third party claims due to a defective product and
such defectiveness occurred due to a defectiveness of goods delivered by the
supplier, the supplier must indemnify Duellberg Konzentra against such claims for damages
upon Duellberg Konzentra’s first request.
(4) In case of defects in title, the supplier shall indemnify Duellberg Konzentra against any
possible third party claims.
(5) The supplier shall obtain adequate insurance against all risks relating to
product liability, including the risk of recall, and the supplier will allow Duellberg Konzentra to
inspect the insurance policy upon request.
§ 10. Place of Performance, Place of Venue, Applicable Law, Miscellaneous
(1) Unless otherwise agreed upon expressly, the seat of Duellberg Konzentra shall be the
place of performance.
(2) Hamburg shall be the exclusive place of venue for any disputes from the
(3) The UN Sales Convention shall apply. For any legal issues beyond the scope
of the UN Sales Convention, the laws of the Federal Republic of Germany shall
(4) Should one of the provisions in these terms and conditions or a part of a
provision be or become ineffective, this shall not affect the other provisions
and/or the remaining part of the provision.