Terms of Service

General Terms and Conditions of Merimex Fruchthandelsgesellschaft mbH

  1. Scope

1.1. These terms and conditions apply to all current and future business relations of Merimex Fruchthandelsgesellschaft mbH with its Contracting Parties. Conditions of the Contracting Party that conflict with or deviate from these GTC are not recognised.

  1. Retention of title

2.1. The delivered goods remain the property of Merimex Fruchthandelsgesellschaft mbH until all receivables against the Contracting Party arising from the business relationship, including future receivables, have been settled. This also applies if individual or all receivables have been included in a current account and the balance has been drawn and recognised.

2.2. The Contracting Party is entitled to resell the reserved goods in the ordinary course of business. By way of security, he hereby assigns to us all receivables arising from the resale against customers or against third parties. Merimex Fruchthandelsgesellschaft mbH accepts this assignment. The Contracting Party is authorised to collect these receivables even after they have been assigned. Merimex Fruchthandelsgesellschaft mbH may demand that the Contracting Party disclose the assigned claims and their debtors, provide all information necessary for the collection, hand over the relevant documents and notify the debtors of the assignment.

2.3. In the event of the goods subject to retention of title being connected or processed, it is already agreed that ownership of the standardised object will be transferred to Merimex Fruchthandelsgesellschaft mbH in proportion to the value of the invoice. In this case, the Contracting Party shall retain the property of Merimex Fruchthandels GmbH free of charge.

  1. Transfer of risk

The risk is transferred to the Contracting Party 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 Contracting Party, the risk passes to him once he has received the notification that it is ready to ship.

  1. Force majeure

If the seller is unable fulfil his delivery obligations due to a force majeure, including strikes and boycotts, both Parties may withdraw from the contract. Any claims for damages are excluded.

  1. Liability, damages

We are liable as specified in the legal regulations; however, our liability for damages is limited as follows:

  1. In the case of ordinary negligence, we are only liable for fatalities, physical injuries or illnesses.

 

  1. In the case of simple vicarious agents, gross negligence on the part of legal representatives, employees or vicarious agents, we are only partially liable for foreseeable damages that are likely to occur. The limitation does not apply to damages resulting from fatalities, physical injuries or illnesses.

 

  1. In the event that a contractual obligation is breached, we shall be liable notwithstanding subparagraph a) even in case of ordinary negligence, but limited as described under subparagraph b). A contractual obligation is understood to be an obligation that when fulfilled makes it possible to execute the contract in the first place and the compliance of which the Contracting Party may regularly depend on.

 

  1. The mandatory provisions of the Product Liability Act and liability in the case of warranty remain unaffected. In the case of any other breach of duty, in particular culpability upon conclusion of the contract, default or tort, we shall not assume any further liability than was specified above.

 

  1. Our legal representatives, officers and employees are no more liable than we are.

 

  1. Applicable law

German law applies exclusively.

  1. Jurisdiction

Jurisdiction for both Parties is Aachen; however, we are also entitled to sue the Contracting Party at his registered office.

Merimex GTC

Draft: 16.11.2015