Sale and Delivery Conditions - Helmut Feldtmann KG

1. General
1.1. Our Sale and Delivery conditions (herinafter
referred to as the “SDC”) apply to all current
and future legal transaction, unless explicitly
agreed otherwise
1.2. Any terms or conditions or our contract
partner which are contrary to our SDC will
not be applicable to the legal transactions
performed with it. We also hereby explicitly
object to them with reference to section 1.1.
of the SDC.
1.3. If, in a individual case, we do not exercise
the rights to which we are entitled, this will
not constitue a waiver of those rights for the
future.
2. Concluding a contract
2.1. Our offers are not binding.
2.2. The exclusive subject of the contract is the
sold product with the properties, features
and application stated in the product
description provided by us. All information
on dimensions and weights, desciptions and
images in prospectuses, catalogues or price
lists which are related to the goods or with
our offer only serve to describe the products
and should not be understood as quality
information or as a guarantee of quality, a
guarantee of property or as the provision of
a warranty. Other or more far-reaching
properties and/or features of further
applicaitons will require our explicit
confirmation.
3. Prices
3.1. Our products are sold exclusively ex
warehouse at the prices stated in the
applicable price-list plus statutory VAT,
unless otherwise agreed with us in writing
or in text form.
3.2. Prices comfirmed by us will only apply upon
acceptance of the confirmed quantity of
goods.
3.3. We have the right to change our prices if
the conditions which are decisive for
determining the agreed price subsequently
increases its prices for a justified reason.
We will disclose this to our contract partner.
If this results in the price stated in the price
list applicable when the order was placed
being exceeded by more than 10%, both we
and our contract partner will have the right
to rescind the contract. More far-reaching
claims, particularly claims for damages, are
excluded.
4. Delivery and assumption of risk
4.1. Partial deliveries are permitted.
Sale and Delivery Conditions
4.2. Delivery deadlines and delivery times are
not binding and should always be understood
as being provisional, even if this is not
specifically stated. No entitlement exists to
delivery by the stated deadline at the latest.
Our delivery will not be considered to be late
until the contract partner issues a written
reminder to us and sets a reasonable time
limit. Any rights of the contract partner other
than the right of rescission after setting a
reasonable time limit, particularly claims for
compensation for damage due to delay, are
excluded, unless our failure to comply with
the meet the assigned time limit results from
gross negligence or wilful misconduct.
4.3. In the delivery area, delivery will be carried
out by a company commissioned by us. The
risk will be transferred to the contract partner
as soon as we transfer the goods to the
commissioned company for delivery,
including if the delivery is carriage paid. The
same applies if we carry out delivery. Return
deliveries will also be carried out at the
contract partner’s expense and for its
account.
4.4. If we send the goods to a third party at the
contract partner’s request, the transport risks
and the risk of punctual delivery will also be
borne by it if transportation to the contract
partner’s location would have been carriage
paid.
4.5. It is the contract partner’s responsibility to
take out an insurance policy, particularly
transport insurance. We will insure the goods
against damage in transit at the written
request of the contract partner and at its
expense.
4.6. We will select the packaging, the method of
shipping and route according to our
reasonable discretion. Packaging will be
separately charged for.
4.7. If an obligation is breached by us or by our
vicarious agents due to mere negligence, in
all conceivable circumstances our liability will
be limited to the forseeable damage under a
typical contract.
4.8. As a rule, we will have returned goods
collected, for reasons related to costs.
Please understand that carriage forward
deliveries will be refused. Please ask us to
collect the goods.
5. Obstacles to performance
5.1. The conclusion of the contract will be subject
to the necessary import and export licenses
and any other approvals of authorities which
may be necessary.
5.2. In the event of force majeure and in
circumstances where we have acted neither
intentionally nor with gross negligence,
particularly where we have not received
deliveries from our suppliers ourselves
despite having placed an order in good time,
we will have the right to postpone delivery
until after a reasonable time period has
elapsed after the obstacle or inability has
been eliminated or to rescind the contract in
part or in whole, without our contract partner
having any rights with respect to us. If the
obstacle lasts longer than three months, the
contract partner will have the right, having
set a reasonble final deadline, to rescind the
contract with regard to the part which has not
yet been fulfiled. Mor far-reaching claims are
excluded, particularly claims for
compensation for damages, unless we have
acted with gross negligence or engaged in
wilful misconduct.
6. Payment, due date, default, setting off an
retention
6.1. Our invoices are immediately due and
payable within 30 days after they are
received without deductions, unless a
different arrangement has been made.
6.2. If payment is made within 10 days from the
invoice date, we will grant a 2% discount,
provided that all precious invoices have been
settled.
6.3. We will not accept promissory notes for
invoiced amounts and we will only accept
cheques on account of performance.
6.4. Payment other than in cash will only be
deemed to have been made on the date
when the amount in question is actually at
our disposal. We will not be liable for the
submission of cheques in good time.
6.5. A daley in making payment will be deemed to
have occurred, without a reminder being
issued, after 30 days hve elapsed from the
receipt of the invoice.
6.6. In the event of a delay in making payment,
all open receivables will be due for
immediate payment without any deductions.
6.7. We will have the right to charge interest for
delay of 8% over the base interest rate for
the year.

7. Retention of ownership
7.1. We will retain the ownership title o f all goods
delivered by us until payment has been
made in full for all recievables stemming
from the business relationship including
those which arise in the future, irrespective
of the legal basis, including if a purchase
price is paid for particular designated
deliveries. In the case of a running account,
the retained ownership will be deemed to be
security for our claim to the balance.
7.2. The contract partner will have the right to
dispose of the goods in the course of normal
business. It will only have the right and
authorisation to resell the goods subject to
retention of title on the condition that:
- it lays down with respect to its
customer the written condition that the
ownership title will only be transferred to the
customer when full payment has been
made to us;
- the amounts collected will be kept and
immediately transferred to us.
Our contract partner hereby assigns to us
its receivables from the resale of the goods
subject to retention of the title from its
costumers, and we hereby accept that
assignment.
7.3. Provided that the contract partner fufills its
payment obligations towards us, it will be
authorised to collect the receivables
previously assigned to us. However, that
authority to collect receivables can be
revoked at anytime without giving reasons.
7.4. If we so request, the contract partner will be
obliged to name its sales debtors and to
disclose the receivables to which it is
entitled.
7.5. In the event of a delay in making payment or
when payment is due, we will have the right
to demand the immediate handover of our
goods. The contract partner will be obliged to
store the goods subject to retention of title
separately from other goods, to mark them
as our property and to refrain from any
disposal. At our request, it will immediately
separate off any goods subject to retention
of title in its possession. Our contract partner
will also be obliged to immediately notify us
in writing or in text form of any seizure of our
property and of any other impayments of our
ownership title and/or our rights to
receivables.
7.6. If our contract partner delays in making
payment, we will have the right to freely
dispose of goods subject to retention of title
by sale or auction, without issuing a prior
warning. We will also have the right to
reposess the goods against a credit note for
the invoice amount less 30% flat
compensation. Both we and the contract
partner will retain the right to provide
evidence of a lower or higher amount of
damage.
7.7. The assertion of retention of ownership and
the seizure of the delivered goods by us will
7.8. We will have the right to demand from the
contract partner at any time information on
the wherabouts of the delivered goods, to
inspect the contracts partner’s business
premises at any time for the purpose of
verifying that information and to inspect the
contract partner’s books of account. The
contract partner hereby irrevocably permits
us to enter its business premises.
7.9. If the security which exists for us exceeds our
receivables by a total of more than 20%, at
the contract partner’s request we will be
obliged to release the security exceeding that
amount to the extent that we see fit.
7.10. If an application to open insolvency
preceedings is submitted with regard to the
contract partner’s assets, we will have the
right to rescind the purchase contract. Our
obligation to make delivery will expire and if
delivery has already been made our contract
partner will point out in the application
proceedings the retention of ownership
existing for us and the assignments of
receivables.
8. Product liability
8.1. Our products are predominantly natural
products or products derived from them. If our
products are only intended for professional
(commercial or industrial) use or for leisure
time use, they must only be used for that
purpuse. They are not suitable for any other
purpose and we accept no liability
whatsoever in this respect.
8.2. At their request, our contract partners will be
provided with all the information at our
disposal on the goods that we distribute. If
the contract partner wishes to distribute the
products purchased from us in retail trading, it
must find out from us in advance wether the
retailers have access to information regarding
the unlimited usability of the products by end
users. We will provide our contract partner
with comprehensive information on the
suitability of the products at its request.
8.3. We accept no liability for damage
resulting from our contract partners failing to
fulfil the above information obligations.
9. Warranty
9.1. The recipient of the goods is obliged to
inspect them as soon as it recieves them to
ensure that the delivery is complete and
determine wether there is any obvious
discernible damage. If the delivery is
incomplete and/or if there is obvious damage,
the customer must notify us to that effect not
later that five business days after receiving
the goods, in writing or in text form, otherwise
we will not be liable. In the event of obvious
defects which are reported on time or defects
which ar not obvious and are reported within
the statutory warranty period, the contract
partner will initially only be entitled to the
rights provided for below. This provision does
not affect the allocation of the burden of proof
with regard to the existence of a defect.
9.2. If we enter into negotiations regarding
complaints, it does not mean we have
waived the objection that the complaint was
not submitted on time or was insufficent.
9.3. If the delivered goods have been changed in
any way whatsoever, for example by printing,
patching or embroidery, any warranty claims
will expire, unless the change results
exclusively from the use of the goods in
accordance with the contract. The risk that
where subsequent changes are made to the
goods, for example by printing and/or
embroidery, any certification may lose its
validity will be borne by the buyer.
9.4. Minor deviations with regard to product
types, quality, colour, width, weight, fittings or
the design of the goods which are normal
practice in commercial trading or
unavoidable for technical reasons will not
give rise to warranty claims.
9.5. If a complaint is justified, according to our
choice we will carry out repairs or provide an
additional delivery of a defect-free item
(supplementary performance) within a
reasonable period of time. If the
supplementary performance fails or cannot
be reasonably expected of us, the contract
partner will have the right to a price reduction
and both parties will have the right to rescind
the contract. Any claims for compensation
and/or claims for reimbursement of
expenses are excluded, unless the failure of
the supplementary performance was related
to our wilful misconduct or gross negligence.
9.6. The contract partner will not have the right to
send back goods which are subject to
complaint. Instead, we will collect them
within a reasonable period of time after the
complaint was submitted at our own risk and
expense. We will have the right to verify the
complaint submitted at the customer. If it is
unjustified, we will not be obliged to take
back the goods. Our travel costs to the
customer must be reimbursed. If it
transpires, after we have taken back the
goods and inspected them, that the
complaint is unjustified, we will redeliver the
goods. Before redelivery we will have the
right to demand payment of the return
transport costs that we incur and the costs of
the repeated delivery. For assessing and
processing the complaint we can demand
remuneration of 10% of the net value of the
goods, and at least € 25. Our contract
partner will have the right to prove that the
damage was lower. We will not be obliged to
carry out redelivery until settlement has been
carried out. Our claim to the payment of the
purchase price will not be affected by this.
9.7. Rights of recourse of our contract partner
(Article 478 of the German Civil Code
(Bundesgesetzbuch)) are excluded if it fails
to fulfil its obligation to prompllty submit a
complaint under Article 377 of the German
Commercial Code (Handelsgesetzbuch) or
fulfils it late.

not be deemed to constitute rescission of the
contract.
9.8. If, contrary to these SDC, the contract partner
sends the goods back to us in connection with
a complaint, we will have the right to refuse to
accept the goods. Furthermore, if we accept
the goods we will have the right to inspect
them. If the inspection shows that the
complaint ist unjustified, we will have the right
to invoice the contract partner for the costs of
the inspection, as well as the costs of
redelivery, and to make redelivery conditional
on that invoice first being settled, without
prejudice to more far-reaching claims.
9.9. If, by way of an exception, we take back
defect-free goods without acknowledging a
legal obligation, we will be able to claim
remuneration for placing goods back in
storage, as follows:
- for full packaging untis of goods ready for
sale: 10% of the net value of the goods, and
at least € 20;
- for partial quantities of goods ready for
sale: 20% of the net value of the goods, and
at least € 30;
- for goods which are not ready for sale: 50%
of the net value of the goods plus the
reasonable costs of restoring readiness for
sale.
10. Distribution and copyright
10.1. If our contract partner distributes the goods
further, it will only promote the contractual
products in an appropriate form. The contract
partner is advised that incorrect promotion
related to the properties of the goods may
result in warranty claims. The contract partner
hereby undertakes to indemnify us against
the consequences of such promotion and
compensate us for any damage that we incur
due to a breach of that obligation.
10.2. The above obligation will not apply if images
and text provided by us are used for
promotion with our explicit prior censent,
either in writing or in text form.
10.3. We are entitled to the copyright and all
intellectual property rights to promotional
materials provided by us, as well as to our
catalogue or parts thereof (particularly
images). Our contract partner will only have
the right to use the promotional material if we
explicitly grant prior consent in writing or in
text form, unless independent rights of the
contract partner to the material arise. We can
withdraw our consent at any time without
giving reasons. Any claims for compensation
of the contract partner in such a situation are
excluded.
11. Time limitation
11.1. All warranty claims of the contract partner,
including any claims for compensation and
claims for reimbursement of expenses, will
expire after one year from the delivery of the
goods to the agreed destination.
11.2. This provision does not apply to claims
under the German Product Liability Act
(Produkthaftungsgesetz).
12. Storage of data
The contract partner explicitly consents to us
storing and processing its data in computer
systems, provided that it is necessary for our
business and is permitted under the German
Data Protection Act
(Bundesdatenschutzgesetz).
13. Miscellaneous
13.1. All the contracts
concluded with our contract partner are
subject exclusively to German law, to the
exclusion of the UN convention on Contracts
for the International Sale of Goods.
13.2. These SDC will be effective from their
disclosure and will supersede all previously
applicable SDCs. Any legal transactions
concluded under the previous SDCs will
continue to be subject to them.
13.3. The place of fulfilment for the delivery
and the contract partner’s obligations is the
location of our registered office.
13.4. The place of jurisdiction is the court
with jurisdiction over our registered office.
However, we will have the right to take legal
action at the location of the contract partner’s
head office.
13.5. Should one of the above provisions be
or become void or ineffective, the
effctiveness of the other provisions hereof
will not be affected.
Buchholz, 1. Decembre 2011-12-01
Helmut Feldtmann KG, represented by the
personally liable shareholder, Carsten Feldtmann,
Zunftstraße 28, 21224 Buchholz, District Court
Tostedt HRA 1942, tax number 15/2262/6007, VAT-
ID-number DE11496503