Terms of trade

MCI - Miritz Citrus GmbH & Co. KG (Contractor, hereafter called "Contractor") is researching processes and methods for creating aromas and flavourings from citrus products and undertakes production and trade in foods, aromatics and aromas of all kinds. The following offers are exclusively directed to undertakings. You will find our General Conditions of Trade and customer information below. The customer information is provided pursuant to our statutory duties to provide information and instructions. You are receiving information here on the creation of the contract on the basis of your order and contract processing. The following applies to all contracts concluded with the Contractor.

§ 1 Application of the General Conditions

(1) The General Conditions apply to the entire business relationship between the Customer (Principal, hereafter called "Principal") and the Contractor.

(2) A customer for the purposes of the present General Conditions is exclusively an undertaking. An undertaking within the meaning of the General Conditions is any natural or legal person or partnership with legal capacity with whom a business relationship is entered into and that acts in pursuit of a trade or independent professional activity.

§ 2 Conclusion of contract

(1) The presentation of products on our web pages or in our catalogues is not a legally binding offer but a non-binding invitation to the Principal to submit an offer. If the Principal has initiated the ordering process by means of the contact form on our website or by an order in text or written form, we shall send the Principal a confirmation of order which is deemed acceptance of the contract. These offers can be accepted by a communication by telephone or in text form (email or fax). In the absence of a confirmation of order, despatch of an invoice is regarded as acceptance of the order.

(2) Correct self-supply in good time is reserved. The Contractor will advise the Principal without delay if an article for delivery is unavailable and will refund the consideration concerned immediately to the Principal on cancellation.

§ 3 Payment and despatch

The following payment and despatch conditions apply:

(1) We supply goods on account. The balance on the account is payable within 3 days following receipt of the goods and invoice. No discount is granted. Payment is due in full on delivery or collection. Should circumstances become known following conclusion of the contract that cast doubt on the Principal's solvency or willingness to perform, the Contractor is entitled at its discretion to cancel the contract or to make delivery subject to prior lodging of security.

(2) On failure of payment, the Principal is in arrears without further notice from the vendor 3 days following the due date. If payment is delayed, the Contractor is entitled to charge interest on the arrears at 9 (nine) percentage points above the basic interest rate (§ 247 Civil Code). The Principal is entitled to show proof that the Contractor has not sustained loss or its loss is substantially lower.

(3) The Principal has no right of retention should defects exist, unless the consignment is obviously faulty, or a right to refuse acceptance of the works is obviously vested in the Principal. In such a case, the Principal has a right of retention only insofar as the sum withheld is in due proportion to the defects and the anticipated cost of subsequent performance (especially elimination of defects). The Principal is not entitled to enforce claims and rights for defects if the Principal has not made due payments and the sum due (including any payments made) is in reasonable proportion to the value of the consignment or works tainted with defects.

(4) Risk including seizure or chance destruction or any kind of deterioration passes to the Principal on handing over to the forwarder or carrier. If insurances have been effected, the provisions thereof will also apply with regard to the Principal.

(5) The goods sold remain the supplier's property up to full payment of the purchase price.

§ 4 Reservation of title

(1) The subject matter of supply remains the Contractor's property up to discharge of all claims vested in it against the Principal under the trade connection.

(2) The Principal is permitted to process the subject matter supplied or mix or combine it with other articles. Processing, mixing or combination (hereafter jointly called: "processing" and, with regard to the subject matter of supply, "processed") are undertaken for the Contractor; the object resulting from processing is called the "new goods". The Principal will keep the new goods for the Contractor with the care of a prudent businessman.

(3) On processing with other articles not belonging to the Contractor, the Contractor vests joint ownership of the new goods to the extent of the share resulting as the proportion of the value of the processed subject matter of supply to the value of the other goods processed at the time of processing. If the Principal acquires sole title to the new goods, the Contractor and Principal agree that the Principal will grant the Contractor joint ownership of the new goods in the proportion that the value of the subject matter to be processed bears to the other processed goods at the time of processing.

(4) If the subject matter of supply or the new goods are disposed of, the Principal hereby assigns its claim under the further processing against the customer to the Principal with all ancillary rights as security, without any further special notice being required. The assignment is made including the balance of any receivables. However, the assignment only applies to the extent of the amount corresponding to the price for the subject matter of supply invoiced by the Contractor. The part of the receivable assigned to the Contractor will be settled as a first charge.

(5) Until further notice, the Principal is entitled to collect the receivables assigned under the present Clause 4 (reservation of title). The Principal will pass payments made against the assigned receivables to the Contractor up to the amount of the secured claim without delay. Should a compelling reason arise, especially delayed payment, suspension of payments, opening of bankruptcy, protested bills or reliable indications of over-indebtedness or threatening insolvency of the Principal, the Contractor will be entitled to revoke the latter's collection authorisation. In addition, the Contractor may after a prior warning observing a reasonable notice disclose the assignment as security, realise the assigned receivables and demand disclosure of the assignment of the security by the Principal to the customer.

(6) On confirmation of a justified interest, the Principal will provide the Contractor with the information required to enforce its rights against the customer and hand over the necessary documents.

(7) As long as the reservation of title exists, the Principal is prohibited from pledging or transferring the goods as security. Onward sale is permitted only to retailers in the normal course of business and only under the condition that the consideration for the subject matter supplied is paid to the Principal. The Principal will also agree with the customer that the latter acquires title only on such payment. The Principal will advise the Contractor without delay of pledges, seizures or other third party disposal or encroachment.

(8) Should the achievable value of all secured rights vested in the Contractor exceed the amount of all secured claims by more than 10%, the Contractor will at the Principal's request release an appropriate part of the secured rights. The Contractor has a choice between the various secured rights when releasing them.

(9) On breaches of duty by the Principal, especially on arrears of payment, the Contractor will be entitled without notice to demand surrender of the subject matter supplied or of the new goods and/or cancel the contract; the Principal is obliged to surrender it. A request for return of the subject matter of supply/new goods will entitle the Contractor to cancel the contract only if this is expressly stated.

§ 5 Price, delivery and despatch costs, set-off, quantity indications

(1) The purchase price as advised to the customer is the net price. Value added tax will be added to these prices.

(2) On the other hand, the purchase price does not include the additional supply and despatch costs incurred, which will be advised to you before conclusion of the contract.

(3) The goods are essentially delivered by despatch. The customer is entitled to collect them for itself only exceptionally and on prior agreement of a date.

(4) The customer is not entitled to set off its own claims against payment due to us, unless the customer's receivables are undisputed or established at law.

(5) The customer is not entitled to enforce rights of retention following complaints of defects against our payment claims unless they result from the same contractual relationship.

(6) Part-deliveries are permitted if feasible for the purchaser.

(7) Indications of quantity entitle us to supply up to 5% over or under; quantity indications qualified as "approx." entitle us to deliver over or under by up to 10%. The weight ascertained by us is decisive for invoicing. Any supply or part supply is regarded as a separate transaction.

§ 6 Transfer of risk

(1) In the case of registered traders, the risk of chance destruction and fortuitous deterioration of the article sold passes over on its being handed to that or any other person entitled to have it. On mail order, the risk passes on the goods being handed to the appropriate carrier.

(3) Handing over is deemed made if the customer is in arrears of acceptance.

§ 7 Notification of loss in transit

(1) Deliveries will be checked for completeness and integrity in the presence of the person delivering. Should externally evident transit damage be noted, the customer undertakes to mention this on the despatch documents and have it endorsed by the person delivering. The packaging will in that case be retained without fail.

(2) If the whole or partial loss or damage cannot be noted externally, the customer will so notify IFP within 3 days following delivery or the carrier within at least 7 days following delivery, in order to ensure that any claims against the carrier are made in good time.

§ 8 Guarantee

(1) The prescription period for claims and entitlements on account of defects in supply/performance – on whatever legal basis – is one year. However, this does not apply in cases under § 438 (1) 1. Civil Code (legal defects in immovable property), § 438 (1) 2. Civil Code (structural works, articles for structural works), § 479 (1) of the Code (claims in recourse by the undertaking) or § 634 a (1) 1. of the Code (structural works or works where performance lies in providing planning or supervisory services). The time limits referred to in the second sentence are subject to three years' prescription. Claims for defects on an only insignificant departure from the agreed properties or on only insubstantial impairment of serviceability.

(2) The prescription periods under paragraph 1 also apply to all claims and damages against the Contractor if associated with the defect – irrespective of the legal basis of the claim. Claims in damages that may exist against the Contractor, unconnected with a defect, are subject to prescription under paragraph 1, first sentence.

(3) The prescription periods under paragraphs 1 and 2 apply subject to the following:1. a) The prescription periods do not generally apply in the case of wilful act or fraudulent non-disclosure of a defect or if the vendor has accepted a guarantee for the properties of the subject matter of supply. 2. b) The prescription periods further do not apply to claims in damages in the event of death, bodily injury or health impairment or loss of freedom, to claims under the Product Liability Act, on a grossly negligent breach of duty or on breach of substantial contractual obligations.

(4) The prescription period for all claims commences on delivery or in the case of works on acceptance.

(5) Unless expressly agreed otherwise, the statutory provisions concerning commencement of prescription, suspension of performance, frustration and recommencement of time limits remain unaffected. The above provisions do not affect the burden of proof to the detriment of the Principal.

(6) In the case of claims under guarantee by registered traders, the Contractor will in principle make good defects in the goods by repair or replacement at its discretion.

(7) The Contractor is in no event obliged to make new deliveries or further repairs in the case of subsequent repair. If the subsequent repair malfunctions, the Principal will be entitled to reduce payment or, if the subject of the liability for a defect is not a structural work, cancel the contract at its discretion. The application of § 478 (1) Civil Code (undertaking's rights of recourse) remains unaffected. Also unaffected is the Principal's right to seek damages instead of performance in accordance with the statutory provisions and these conditions. If the Principal wishes to seek damages instead of performance or take action on its own, a repair will be regarded as failed only after an unsuccessful second attempt. The statutory cases of dispensability of time limits set otherwise remain unaffected.

(8) The description of the article must be regarded purely as a description of performance and in no way as a guarantee of the properties of the goods. Guarantees given by third parties, e.g. manufacturer's guarantees, remain unaffected.

(9) There is no guarantee in the case of damage arising through improper use or handling of the article. The same applies to so-called "intentional wear and tear".

(10) The customer is not entitled to remedy a defect arising directly itself or have it remedied by a third party (personal performance); any expenditure incurred in this connection will not be refunded.

(11) Undertakings must notify evident defects in writing by the contact dates indicated above within a time limit of two weeks from receipt of the goods; claims under guarantee will not otherwise be entertained. The time limit is observed on despatch of the defect notification in good time. The undertaking bears the full burden of proof for all prerequisites for the claim, especially for the defect itself, the time when the defect was noted and the promptness of the complaint.

(12) Reference in this provision to claims in damages also covers claims for the refund of unsuccessful expenses. Unless expressly indicated otherwise, the statutory provisions concerning commencement of prescription, suspension of performance, frustration and recommencement of time limits remain unaffected.

§ 9 Liability

(1) Under the statutory provisions, MCI - Miritz Citrus GmbH & Co. KG is liable without limitation for death, bodily injury or health impairment due to a wilful or negligent breach of duty by it, its legal representative or its servants and for all losses resulting from a wilful or grossly negligent breach of duty and deception by it, its legal representative or servants. In addition, MCI - Miritz Citrus GmbH & Co. KG bears unlimited liability for losses covered by liability under mandatory legal provisions such as e.g. the Product Liability Act.

(2) MCI - Miritz Citrus GmbH & Co. KG is liable for loss due to simple negligence if such negligence leads to breach of contractual duties that are especially important in achieving the contractual objective (cardinal duties); however, liability in this case is limited to the foreseeable direct average loss typical of the contract.

(3) In the case of ordinary or minor negligent breach of non-essential contractual duties, MCI - Miritz Citrus GmbH & Co. KG will be liable to consumers; However, liability is limited in this case to foreseeable direct average losses typical of the contract. (4) Further liability is excluded irrespective of the legal nature of the claim made; this applies inter alia also to claims in tort. If liability is excluded or limited above, this also applies to the personal liability of employees, workers, fellow workers and servants.

§ 10 Saving of the contract text, data protection

(1) The contract text is saved on conclusion of the contract. In addition, an email with further information on processing of the purchase will be automatically despatched on conclusion of the contract.

(2) On purchase, your personal data (e.g. name, address, postal address, etc.) will be notified to us for processing the contract. The sales data will be passed on to the despatch company concerned and our domestic bank if required to process the purchase. We shall of course handle your personal data in confidence, safely and carefully. They will be processed and saved in accordance with the statutory provisions of the Federal Data Protection Act (BDSG) and Telemedia Act (TMG).

(3) We shall not pass your personal data onto third parties. This does not apply to the divulging of information required for proper processing of the sale or a statutory or judicial obligation to pass on your personal data to bodies entitled to be informed.

(4) We use cookies on our pages. These serve only to simplify the ordering process. Our offers may be used even if you deactivate cookies in your browser settings. You are of course entitled at any time to revoke saving of your personal data and also to receive information at any time on your personal data saved by us.

§ 11 Warehousing charges, lump sum damages

(1) If the despatch of consignments is delayed at the Principal's request by more than two weeks following the agreed delivery date or following notice of readiness for despatch by the Contractor if no precise delivery date has been agreed, the vendor may make a warehousing charge of 2% of the price of the subject matter of supply for each month (pro rata if applicable). The Principal is entitled to prove that the Contractor has sustained little substantial or no damage. The Contractor is entitled to prove that a heavier loss was incurred.

(2) If the Principal does not accept the goods within the agreed time limit, the Contractor will be entitled to impose an extension appropriate to the circumstances and, at its discretion, either cancel the contract and/or seek damages for non-performance, whether limited to the consignment not accepted or handed over or additionally, also, with regard to any consignment still outstanding. The Contractor may at its discretion demand either making good of the loss actually sustained, whether specifically or generally calculated, or without further evidence seek 15% of the purchase price in damages. The Principal is entitled to show proof that the Contractor has sustained only an essentially minor loss, if any. The Contractor is permitted to show proof that a heavier loss has been incurred.

§ 12 Final provisions

(1) The laws of the Federal Republic of Germany apply. The place of jurisdiction for registered traders is the business seat of MCI - Miritz Citrus GmbH & Co. KG.

(2) The provisions of the United Nations Convention on contracts for the international sale of goods (UN Sale of Goods law) will not apply.