1. General

1.1 All offers made by Klein GmbH & Co. KG (hereinafter referred to as the “Seller”) are non-binding and subject to change.

Orders can only be accepted on a non-binding basis and are subject to change. Commitments regarding quantity, delivery dates, and prices are only legally binding once they have been confirmed in writing to the contractual partner (hereinafter referred to as the “Customer”). Delivery notes and/or invoices are also considered written confirmation.

1.2 Any terms and conditions of the Customer that deviate from these shall not become part of the contract, even if the Seller does not expressly object to them.

1.3 The Customer may neither assign nor pledge rights arising from contracts with the Seller.

1.4 Es gilt deutsches Recht unter Ausschluss des einheitlichen UN-Kaufrechts (Convention on Contract for the International Sale of Goods vom 11.4.1980).

1.5 The place of performance and jurisdiction for all obligations arising from the contractual relationship is the district court of Ahlen, unless otherwise specified and the customer is a registered trader.

2. Delivery

2.1 Deliveries shall be carried out or arranged by the Seller to the best of its ability and as promptly and diligently as possible.

2.2 Events of force majeure such as natural disasters, strikes, lockouts, manufacturing and supply disruptions, traffic disruptions, currency changes and similar events, as well as operational disruptions of all kinds, shall entitle the Seller to postpone delivery appropriately or to withdraw from the contract in whole or in part.

2.3 Unless otherwise agreed, deliveries shall be made free of charge. The Seller is entitled to make partial deliveries unless this has been expressly excluded in the contract.

2.4 If the Customer fails to fulfill an obligation to cooperate incumbent upon them or
fails to do so in a timely manner, the Seller is entitled to withdraw from the contract.

2.5 We reserve the right to commercially customary deviations in quantity, whether less or more, of up to 5% are reserved.

3. Examination and Notice of Defects

3.1 All complaints regarding quality, incorrect or wrong delivery, quantity delivered, weight, or calculation of prices must be made in writing no later than 24 hours after receipt of the goods – in the case of frozen goods, 48 hours.

3.2 Defects that cannot be detected even upon immediate thorough inspection must be reported immediately upon discovery, but no later than within a period of two weeks before the date on which defect-free goods would spoil, but no later than within four weeks after receipt of the goods. If the Customer fails to report the aforementioned defects in a timely manner, they shall lose all claims arising from these defects.

3.3 Complaints regarding short quantities or damaged goods will only be accepted if they have been certified by the truck driver on the freight document for transport.

3.4 If a partial delivery is rejected, the contract shall remain in full force and effect with regard to its remaining provisions. The same shall apply to successive partial deliveries.

3.5 In the event of justified and recognized complaints, the Seller may, at its discretion, either provide a replacement free of defects or take back the goods in exchange for a refund of the agreed and paid purchase price.

4. Right of Withdrawal

The Seller is entitled to withdraw from the contract without further notice if, after conclusion of the contract, circumstances become known to him that justify doubts about the Customer’s creditworthiness, in particular if previous invoices are not paid on time or if bankruptcy or composition proceedings are initiated.

5. Terms of Payment

5.1 Each invoice is due net within 21 days (based on the invoice date), unless otherwise expressly agreed in the contract.

5.2 In the event of late payment by a Customer, further deliveries shall only be made against advance payment. The Seller’s right of withdrawal pursuant to clause 4 remains unaffected.

5.3 In case of late payment by the Customer, they shall bear dunning fees, legal costs, and default interest at the rate charged by the Seller’s bank for overdrafts.

5.4 If installment payment agreements have been made, the entire legal claim shall become due for payment immediately if the Customer is in default with an installment for more than 14 days.

6. Retention of Title

6.1 The goods delivered remain the property of the Seller until full payment of the purchase price and all other existing and future claims against the Customer, including all ancillary claims, has been made.

6.2 As long as the Customer fulfills their obligations towards the seller properly, they are entitled to resell the goods in the ordinary course of business.

6.3 Resale is only permitted if the customer retains title toward their own buyer. All rights of the customer arising from this retention of title are hereby assigned in advance to the seller as security for the claim.

7. Final Provision

Should individual provisions of the respective contract concluded between the Seller and the Customer are or become invalid, the remainder of the contract shall remain valid. The parties shall replace the invalid provision with a valid provision that comes as close as possible to the economic intent of the contracting parties. The same shall apply in the event of gaps in the contract.