Terms & Conditions

  1. 1 General information - area of application

    (1) Our sales conditions apply exclusively to all of our deliveries - including future ones; conflicting
    conditions or conditions of the buyer which deviate from our sales conditions are not recognized
    unless their validity has been explicitly approved in writing. Our sales conditions also apply if we
    deliver the merchandise to the buyer without reservation in the knowledge of conflicting conditions
    or conditions of the buyer deviating from our sales conditions.
    (2) All agreements made between us and the buyer to facilitate fulfillment of this contract are
    stipulated in writing in this contract.
    (3) Our sales conditions apply only to companies in compliance with § 310 subsection 1 BGB
    (German Civil Code).


    2 Offers - offer documentation

    (1) Our offers are without obligation. Confirmation of acceptance and orders require our written
    confirmation to be legally binding. This also applies to supplements, additional agreements or
    changes. Plans, drawings, illustrations, dimensions, weights, colours, tastes and films as well as
    performance data are only binding when they have been expressly agreed to in writing.


    3 Samples, forms, drawings, films, patterns, printing rollers, and other
    necessary tools required for the production of our products (collectively
    referred to as production tools)

    (1) The production tools remain our property. This also applies when an interested party or buyer
    has contributed financially to their production. We shall retain the production tools in safekeeping
    for the customer for a maximum period of 2 years beginning with the delivery of the order.
    (2) We keep the copyright and right of ownership of all illustrations, drawings, calculations,
    written documents, tools, samples, graphic work and dummies. If the customer places the order -
    based on our samples or graphic work - with another company, he shall be liable for damages
    totaling 20% of the order value unless he can prove the damage was inferior. We reserve the right
    to present further claims for damages and to sue for a restraint order.
    (3) We reserve the right to use articles manufactured on a customer’s order as samples or for
    promotional purposes.


    4 Terms of delivery - prices - terms of payment

    (1) If no other provisions have been agreed upon or specified, our prices are always ex-works and
    shall not include packaging, shipping costs, costs for films, drawings, patterns, printing rollers, screens,
    and other tools required to produce promotional candies; these will be invoiced separately. For
    technical reasons, we reserve the right to deviations in quantity of up to plus or minus 10%.
    (2) Transport and any other packaging, except for pallets, cannot be returned by the buyer in
    accordance with the packaging regulations. The buyer is obliged to properly dispose of the
    packaging at his own expense.
    (3) The statutory VAT is not included in our prices; the statutory VAT applicable on the day of
    invoicing is shown as a separate item on the bill.
    (4) Provided that no other provisions have been agreed upon, our invoices are payable within 30
    days after issue without any deduction. The legal provisions regarding the consequences of
    falling into arrears apply.
    (5) If the buyer does not meet his payment obligations or if conditions become known which throw
    doubt on the creditworthiness of the buyer, then the entire remaining debt of the buyer shall
    immediately become due for payment. In this case we are entitled to demand prepayments or
    collateral payments.
    (6) The buyer is only entitled to offsetting if we have given our express consent in writing or if
    counter-claims have been established as final and absolute. In addition he is only entitled to
    retention if his counter-claim is based on the same contractual relation.
    (7) Deliveries to foreign countries shall be made, provided that no other provisions have been agreed
    upon in writing, for a letter of credit confirmed by a bank.
    (8) The manufacturer reserves the right to make changes to shapes and tastes, deviations in
    colour as well as changes to delivery scope during the delivery time providing this does not result
    in a considerable change to the object purchased and the change is deemed acceptable for the
    purchaser.


    5 Delivery time

    (1) The start of the delivery time specified by us presupposes the clarification of all technical
    questions.
    (2) Adherence to our delivery obligation also presupposes the punctual and correct fulfillment of
    the contractual responsibilities of the buyer. We reserve the right to a plea of non-performance.
    (3) If the buyer is in default of acceptance or if he negligently violates any other duty to cooperate,
    we are entitled to demand reparation of the damage incurred, including any additional expenditure.
    We reserve the right to further contractual claims.
    (4) If the conditions listed in subsection (3) apply, the risk of an accidental loss or an accidental
    deterioration of the object of sale goes over to the buyer as soon as the buyer is in default of
    acceptance or in default of payment.
    (5) We are also liable, in accordance with statutory stipulations, if the delay in delivery is due to a
    premeditated or grossly negligent violation of fundamental contractual obligations for which we are
    responsible; we are vicariously liable for any negligence of our representatives or any other agents.
    If the delay in delivery is not due to a premeditated breach of contract for which we are responsible,
    our liability for damages is to be limited to the foreseeable, typical damage.
    (6) We are also liable, in accordance with statutory stipulations, insofar as the delay in delivery for
    which we are responsible is due to the negligent violation of a fundamental contractual obligation;
    in this case, however, the liability for damages is to be limited to the foreseeable, typical damage
    – at most 10% of the contract value.


    6 Liability for faults

    (1) Warranty claims of the buyer presuppose that the buyer has fulfilled his investigative
    requirements and his requirements to give notice of defects correctly in accordance with § 377
    HGB (German Commercial Code).
    (2) The merchandise of the seller can be perishable. Fresh products shall be delivered unless
    other terms have been agreed upon. The customer must consult us about the shelf life of the
    individual products. The minimum shelf life we state applies only if the goods are properly stored.
    (3) If the object of sale shows a fault, the buyer is entitled to subsequent fulfillment of the contract
    according to his desire – in the form of a remedy of the defects or the delivery of a new object of
    sale which is free of defects. If the buyer should opt for a remedy of the defects, we are obliged
    to cover all expenditure necessary for the remedy of the defects, in particular transport, labour and
    material costs, providing these do not increase because the object of sale was brought to a
    place other than the place of execution.
    (4) If this subsequent fulfillment of the contract is not successful, the buyer is entitled to choose
    whether to withdraw from the agreement or demand a reduction of the purchase price.
    (5) We are liable, in accordance with statutory stipulations, if the buyer claims for damages which
    are due to premeditation or gross negligence, including premeditation or gross negligence of our
    representatives or agents. Providing we are not accused of any premeditated breach of contract,
    the liability for damages is to be limited to the foreseeable, typical damage – at most 10% of the
    contract value.
    (6) We are liable, in accordance with statutory stipulations, if we negligently violate a fundamental
    contractual obligation; in this case, however, the liability for damages is to be limited to the
    foreseeable, typical damage – at most 10% of the contract value.
    (7) Liability due to negligent injury to life, physical injury or injury to health remains unaffected; this
    also applies to the mandatory liability in accordance with the product liability law.
    (8) Unless stipulated otherwise above, liability is excluded.
    (9) The period of limitation on warranty claims is 12 months, calculated from the transfer of risk.
    (10) The period of limitation in the case of a delivery regress in accordance with §§ 478, 479 BGB
    (German Civil Code) remains unaffected; it is five years, calculated from delivery of the defective
    goods.


    7 Entire warranty

    (1) Any further liability for damages than stipulated in § 6, is - without taking the legal nature of
    the damages claimed for into consideration - excluded. This particularly applies to claims for
    damages resulting from negligence in contracting, other breaches of duty or claims for damages
    based on tort in accordance with § 823 BGB (German Civil Code).
    (2) Providing our liability for damages has been excluded or limited, this also applies with regard
    to the personal liability for damages of our employees, workers, staff, representatives and other
    agents.


    8 Retention of title

    (1)The object of sale remains the property of the seller until complete payment is made as
    specified in the delivery agreement. In the case of a breach of contract by the buyer, particularly
    default of payment, we are entitled to take back the object of sale. By taking back the object
    of sale, the seller does not withdraw from the contract unless he has specified this explicitly in
    writing. The seizure of the object of sale by the seller always constitutes a withdrawal from the
    contract. After taking back the object of sale, the seller is entitled to utilize it, the realization
    proceeds are to be set off against the liabilities of the buyer – minus suitable realization costs.
    (2) The buyer is obliged to treat the object of sale carefully; he is particularly obliged to insure it
    at his own expense against damages resulting from fire, water and theft with a new-for-old insurance.
    (3) In the case of seizures or any other intervention of a third party, the buyer is obliged to inform
    us of this immediately in writing so that we can institute legal proceedings in accordance with
    § 771 ZPO. If the third party is not capable of reimbursing us the costs of legal proceedings, in or
    out of court, in accordance with § 771 ZPO, the buyer is liable for the losses we have incurred.
    (4) The buyer is entitled to resell the merchandise in the course of ordinary business; as soon as
    the buyer resells the merchandise he transfers to the seller his claim arising from the resale to the
    total of the invoiced amount (including VAT) against his customer or any other third party
    regardless of whether the object of sale is resold as it is or after further processing. The buyer is
    entitled to examine the relinquished claim. Our entitlement to collect the claim ourselves remains
    unaffected by this. We undertake, however, not to collect the claim as long as the buyer meets his
    financial obligations resulting from collected profits, does not suspend any payments, particularly
    does not open bankruptcy proceedings, composition proceedings or insolvency proceedings and
    is not already bankrupt. If, however, this is the case, we can demand that the buyer specify the
    relinquished claims and their debtors, and specify all information necessary for collection, hand
    over the appropriate papers, and notify the debtor (third party) of the transfer.
    (5)The processing or treatment of the object of sale by the buyer is always executed for us. If the
    object of sale is processed with other objects which do not belong to us, we are entitled to joint
    ownership of the new object in the relation of the value of the object of sale (total invoiced amount,
    including VAT) to the other processed objects at the time of processing. The same applies to the
    object created by processing as to the object of sale delivered with reservation.
    (6) If the object of sale is mixed inseparably with other objects which do not belong to us, we are
    entitled to joint ownership of the new object in the relation of the value of the object of sale (total
    invoiced amount, including VAT) to the other mixed objects at the time of mixing. If the mixing
    takes place in such a way that the buyer’s object is seen as the main component, it is hereby agreed
    that the buyer transfers joint ownership to us proportionally. The buyer holds the exclusive ownership
    or joint ownership thus created for the seller.
    (7) We undertake to release collateral if so requested by the buyer if the realizable value of the
    seller’s claim exceeds the total of the collateral by more than 10 %; we are entitled to select the
    collateral to be released.


    9 Jurisdiction - place of execution

    (1) If the buyer is a body corporate, a common fund under public law, or a businessman, the
    place of execution and jurisdiction shall be our seat of business; we do, however, also have the
    right to sue the buyer in his local court. This also applies when the customer has no general
    place of jurisdiction in Germany or when place of residence or usual abode are not known on the
    institution of legal proceedings.
    (2) The legal relationship is regulated exclusively according to the legislation of the Federal
    Republic of Germany. Application of the United Nations agreement pertaining to the international
    sales of goods (CISG) is excluded.
    (3) Unless otherwise stipulated in the order confirmation, the place of execution and jurisdiction
    shall be our seat of business.
    (4) Should any provision of these terms of business, including the standard terms and conditions,
    prove to be or become invalid either in entirety or in part, this shall not affect the validity of the
    other provisions. The provision which has become invalid either in entirety or in part should be
    replaced by a provision the economic success of which comes closest to the now ineffective
    provision.
    The products in the catalogue are not shown true to the original and differ in size, shape and colour from the original.

    Misprints and errors excepted. Subject to alterations. With the publication of this edition, all previous editions become invalid.