Terms & conditions

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.