General Terms and Conditions of Merimex Fruchthandelsgesellschaft mbH
1. Scope of application
(1.1) These terms and conditions apply to all current and future business relationships between Merimex Fruchthandelsgesellschaft mbH and its contractual partners. Conflicting or deviating terms and conditions of the contractual partner shall not be recognised.
2. Retention of title
(2.1) The delivered goods shall remain the property of Merimex Fruchthandelsgesellschaft mbH until all claims against the contractual partner arising from the business relationship, including future claims, have been settled. This shall also apply in the event that individual or all claims have been included in a current invoice and the balance has been established and acknowledged.
(2.2) The contractual partner is entitled to resell the reserved goods in the ordinary course of business. The contractual partner hereby assigns to us by way of security all claims accruing to it against purchasers or third parties from the resale. Merimex Fruchthandelsgesellschaft mbH hereby accepts this assignment. The contractual partner is authorised to collect these claims even after assignment. Merimex Fruchthandelsgesellschaft mbH may demand that the contractual partner informs it of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents, and informs the debtors of the assignment.
(2.3) In the event that the goods subject to retention of title are combined or processed, it is hereby agreed that the ownership of the unified item shall be transferred to Merimex Fruchthandelsgesellschaft mbH in proportion to the value (invoice value). In this case, the contractual partner shall store the property of Merimex Fruchthandels GmbH free of charge.
3. Transfer of risk
The risk shall pass to the contractual partner as soon as the consignment has been handed over to the person carrying out the transport. If the shipment is delayed at the request of the contractual partner, the risk shall pass to it with the notification of readiness for shipment.
4. Force majeure
If the seller is unable to meet its delivery obligations for reasons of force majeure, which also include strikes and boycotts, both parties may withdraw from the contract. Any claims for damages are excluded.
5. Liability, damages
We shall be liable in accordance with the statutory provisions, but our liability for damages shall be limited as follows:
a In the event of simple negligence, we shall only be liable for injury to life, limb or health.
b In the event of intent on the part of ordinary vicarious agents, gross negligence on the part of legal representatives, employees or vicarious agents, our liability shall be limited to the foreseeable, typically occurring damage. This limitation does not apply to damages resulting from injury to life, limb or health.
c In the event of a breach of a cardinal obligation, notwithstanding lit a), we shall also be liable in the event of simple negligence, but limited as per b). A cardinal obligation is understood to be an obligation the fulfilment of which makes the proper performance of the contract possible in the first place, and on the observance of which the contractual partner may regularly rely.
d The mandatory provisions of the Product Liability Act (ProdHaftG) and liability in the event of a warranty shall remain unaffected. In the event of any other breach of duty, in particular culpa in contrahendo, default, or as based on tort, we shall not assume any further liability than provided for above.
e Our legal representatives, officers and ordinary employees are not liable to an extent further than ourselves.
6. Applicable law
German law shall apply exclusively.
7. Place of jurisdiction
The place of jurisdiction for both parties is Aachen; however, we are also entitled to initiate legal proceedings against the contractual partner at its registered office.