Verkaufs- und Lieferbedingungen

§1 – Validity

1. the following terms and conditions of sale and delivery shall apply to all contracts, deliveries and other services of Anneliese Backtechnik GmbH (hereinafter: “Anneliese”) in the legal relationship with its contractual partners (hereinafter: “Customer”), unless otherwise explicitly agreed in individual cases.

   The Customer’s general terms and conditions and conditions of purchase shall not apply even if Anneliese Backtechnik GmbH does not explicitly object to their validity. This also applies to any reference to letters from the Customer in which the Customer requests the inclusion of its own general terms and conditions of contract.

2. these terms and conditions shall also apply to all future contracts, deliveries and services, even if the text is not sent to the customer again in the offer or the order confirmation.

§2 – Offer and conclusion

1. offers of Anneliese Backtechnik GmbH are subject to change. Contracts and other agreements only become binding when Anneliese Backtechnik GmbH confirms the order or performs the service.
2. at least text form in accordance with §126b of the German Civil Code (“BGB”) is required for the conclusion of the contract to be effective. The same applies to changes to the original contractual agreements.

§3 – Price and payment

1. all prices apply to delivery ex works (“ex works Eschweiler” incoterms 2023) including domestic packaging. The applicable statutory value added tax shall be added, unless the agreed deliveries and services are exempt from value added tax.
2. invoices for payment are to be paid within 14 days of receipt of the invoice without deduction, unless otherwise agreed or unless a longer payment period is granted in the order confirmation.
3. they shall be deemed accepted if the customer does not object in writing within 30 days of receipt of the invoice.
4. offsetting with counterclaims disputed by Anneliese Backtechnik GmbH and not legally established is excluded. The assertion of a right of retention due to claims that are not based on the same contractual relationship is excluded if these claims are not recognized by Anneliese Backtechnik GmbH or have not been legally established.

§4 – Shipment and transfer of risk, insurance, disposal

1. ex works Eschweiler (incoterms 2023) is agreed for the transfer of risk; insofar as this regulation is incomplete, §§ 446 and 447 BGB apply in addition. No deviating agreement on the transfer of risk can be derived from the assumption of an assembly obligation.
2. in the absence of shipping instructions from the customer, shipping shall be carried out at the customer’s discretion without any obligation to use the cheapest or fastest means of transportation. At the customer’s request and expense, Anneliese Backtechnik GmbH will insure the subject matter of the contract against desired and insurable risks, in particular against theft or transport damage. We must be notified immediately of any transport damage. Upon delivery, the customer must ensure that claims and reservations are reported immediately to the carrier.
3. if shipment is delayed at the customer’s request or for reasons for which the customer is responsible, the goods shall be stored at the customer’s expense and risk.
4. if Anneliese Backtechnik GmbH is legally obliged to take back packaging or products after they have been used, the customer shall bear the associated costs.
5. the customer undertakes to properly dispose of delivered products at his own expense after use in accordance with the statutory provisions.

§5 – Delivery periods, purchase on call, delay, impossibility of the delivery

1. delivery periods and dates shall only be deemed binding if this has been contractually agreed.
2. a delivery period determined only in terms of duration shall commence at the end of the day on which the contract is concluded and thus at the earliest upon receipt of the order confirmation. The period shall be extended by the same period by which the customer falls behind with a statutory or contractual act of cooperation.
3. delays in delivery due to force majeure or due to circumstances beyond the control of Anneliese Backtechnik GmbH shall extend the agreed delivery periods for the duration of the delay.
4. insofar as reasonable batch sizes (benchmark: production volume and order volume) are achieved, Anneliese Backtechnik GmbH is entitled to provide partial services, the customer is entitled to demand partial services. Any additional costs incurred as a result shall be borne by the contracting party that initiates the partial performance.
5. orders on call shall only be accepted with acceptance deadlines. If the acceptance period is not precisely specified, it shall end 12 months after conclusion of the contract. The goods shall be accepted in approximately equal monthly quantities. If acceptance does not take place within the agreed period, we shall be free to deliver completed deliveries without further notice or to store them at the customer’s expense.
6. we are also entitled to set our customer a grace period for acceptance, combined with the threat that we will refuse to accept the goods if the grace period expires without result. If the grace period then expires without result, we shall be entitled to withdraw from the contract in whole or in part, terminating our delivery obligation, or to demand compensation for non-performance, refusing delivery.

§6 – Default of acceptance by our contractual partner

1. if the customer is in default of acceptance of the services of Anneliese Backtechnik GmbH in whole or in part, Anneliese Backtechnik GmbH shall be entitled, after the fruitless expiry of a previously set, reasonable grace period, to store the subject matter of the contract for the account of the customer or to have it stored; the contractually agreed remuneration shall become due at the latest upon expiry of the grace period. The statutory rights in the event of default of acceptance by the Customer remain unaffected.
2. the customer must reimburse Anneliese Backtechnik GmbH for the storage costs, storage rent and insurance costs incurred by Anneliese Backtechnik GmbH for goods due for acceptance but not accepted. However, we are under no obligation to insure stored goods. Anneliese Backtechnik GmbH may determine and demand advance payments at its reasonable discretion.

§7 – Notification of defects and warranty

1. the customer must immediately notify Anneliese Backtechnik GmbH in writing of any complaints. In such cases, the Customer may only withhold payments if there is no doubt as to the justification of the complaint. The extent must be in reasonable proportion to the material defect.
2. in the event of defects subject to warranty within the limitation period of 2 years, Anneliese Backtechnik GmbH shall, at its discretion, either rectify the defect or provide the service again. In the case of rectification, the supplementary performance shall only be deemed to have failed if the rectification has been attempted three times without success.

§8 – Quality of goods, additional and reduced performance

1. samples and specimens shall be regarded as approximate illustrative pieces for quality, dimensions and other properties. Information on the dimensions and properties of the products shall serve as a description and shall not constitute a quality agreement in the event of minor deviations if the product is suitable for the purpose agreed or assumed under the contract.
2. in the event of technical necessity, Anneliese Backtechnik GmbH reserves the right to deliver the ordered goods with deviations in quality, dimensions and other properties, insofar as this does not impair the usability of the delivered items.
3. Anneliese Backtechnik GmbH reserves the right to make a 5% excess or short delivery in deviation from the order quantity (100%) for series and mass-produced items, such as baking trays. The contract volume and the contractually agreed remuneration shall be increased or reduced to the extent of the quantity deviation.

§9 – Liability

1. without prejudice to statutory liability in the event of injury to life, limb and health as well as essential contractual obligations, Anneliese Backtechnik GmbH shall only be liable for other damage to the rights and legal interests of the customer and other persons in his care in the event of intentional or grossly negligent causation.
2. in the event of liability on the part of Anneliese Backtechnik GmbH on the merits, this liability is limited to those damages that were foreseeable as a possible consequence of a breach of contract at the time the contract was concluded or that should have been foreseen under the known circumstances. Consequential damages resulting from defects in the contractual items are only eligible for compensation insofar as they are to be expected in the event of proper use.
3. insofar as Anneliese Backtechnik GmbH is liable for damage to property and personal injury in the event of simple negligence, this liability shall be limited to an amount of EUR 1,000,000 per claim.
4. we shall be liable for further claims exclusively in accordance with the statutory provisions; this applies in particular to the provisions of the Product Liability Act.

§10 – Retention of title

1. delivered goods remain the property of Anneliese Backtechnik GmbH until all claims against the customer have been fulfilled. Until then, the customer is not entitled to pledge the goods to third parties or to assign them as security. In the case of payments made against a bill of exchange issued by Anneliese Backtechnik GmbH and accepted by the customer, the claims shall only be deemed to have been fulfilled when the bill of exchange has been honored by the drawee and Anneliese Backtechnik GmbH has been released from liability for the bill of exchange. Insofar as the customer becomes the owner of the items subject to Anneliese Backtechnik GmbH’s retention of title through processing or mixing, he hereby transfers ownership of the resulting items to Anneliese Backtechnik GmbH as security for the claims, with the simultaneous agreement that he will keep them in safe custody for Anneliese Backtechnik GmbH. Resale is only permitted to resellers in the ordinary course of business and only under the condition that the customer as reseller receives immediate payment from his customers or makes the reservation that ownership is only transferred to the customer when he has paid the price in full, in this respect Anneliese Backtechnik GmbH gives its consent to the transfer of its ownership to the third party. In the event of resale, the customer assigns his future purchase price claim to Anneliese Backtechnik GmbH upon conclusion of the transaction by way of security, without the need for a special declaration. Until revoked, the customer is authorized to collect the newly created purchase price claim. Any costs of collection and intervention shall be borne by the customer.
2. if the value of the securities exceeds the claim of Anneliese Backtechnik GmbH by more than 20%, Anneliese Backtechnik GmbH will, at its discretion, release a corresponding part of the securities at the request of the customer.

§11 – Ownership of documents, confidentiality

1. illustrations, drawings, calculations, samples and models remain the property of Anneliese Backtechnik GmbH. The customer undertakes not to make such objects accessible to third parties in any form without explicit permission. For each case of culpable infringement of the obligations, the customer promises to pay Anneliese Backtechnik GmbH a contractual penalty of EUR 10,000 in each individual case.
2. the contracting parties mutually undertake to treat all commercial and technical details of which they become aware in the course of their cooperation and which are not in the public domain as their own business secrets and to maintain absolute confidentiality regarding third parties. For each case of culpable infringement of the obligations, the contracting parties promise to pay a contractual penalty of EUR 10,000 in each individual case.

§13 – Place of Jurisdiction and place of fulfillment

1. the place of jurisdiction for all disputes arising from the contractual relationship is Eschweiler if the customer is a merchant, a legal entity under public law or a special fund under public law.
2. the law of the Federal Republic of Germany shall apply.
3. place of performance is the registered office of Anneliese Backtechnik GmbH in Eschweiler.

Anneliese Backtechnik GmbH In der Krause 67 52249 Eschweiler