Terms & Conditions

§ 1 Scope of Application

These terms and conditions contain the exclusively applicable conditions between you and us, Frui GmbH, unless they have been modified by written agreements between the parties. Deviating or conflicting conditions will not be recognized by us unless we have expressly agreed to them.
Our sales and delivery conditions also apply if we unconditionally execute the delivery to the buyer despite being aware of conflicting or divergent conditions of the buyer.
Our sales and delivery conditions apply only to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB).
If we maintain an ongoing business relationship with the buyer, our sales and delivery conditions also apply to all future transactions with the buyer.
Changes to these terms and conditions will be communicated to you in writing by fax or email. If you do not object to these changes within four weeks of receiving the notification, the changes will be deemed accepted by you. In the event of changes to the terms and conditions, you will be separately informed about the right of revocation and the legal consequences of remaining silent.

Our offers are non-binding. Only your order constitutes a binding offer according to § 145 of the German Civil Code (BGB). The contract is only concluded upon our written confirmation and in accordance with the content of the confirmation or through delivery.
Intermediate sale remains reserved.
Commercially customary deviations in dimensions, weights, and quality from samples and patterns are expressly reserved.

We deliver the goods according to the agreements made with you. Incurred shipping costs will be separately indicated on the invoice. Delivery dates and deadlines are binding only if confirmed by us in writing.
For deliveries by the seller, the place of fulfillment is at the seller's premises. When the goods are delivered to the buyer, the buyer bears the risk. Delivery takes place at the location agreed upon at the time of contract conclusion. If there is a change in instructions, the buyer bears the costs.
In the event of industrial action, particularly strikes and lockouts, as well as unforeseen obstacles beyond our control, such as force majeure or non-delivery by our suppliers, the delivery period will be extended appropriately. The same applies if the mentioned circumstances occur with our suppliers during an existing delay. If the performance of the contract becomes wholly or partially impossible for the above-mentioned reasons, we will be released from our obligation to deliver. The aforementioned circumstances are also not attributable to us if they occur during an existing delay.

The purchase price is due 10 days after receipt of the invoice. The invoice is deemed received no later than 2 working days from the date of issue.
Cash discounts require a special agreement. The statutory value-added tax is not included in our prices. It will be separately indicated in the invoice at the statutory rate on the day of invoicing.
The seller is entitled, from the due date, to charge interest from the buyer who is a merchant within the meaning of the German Commercial Code (HGB) and from the buyer who is an entrepreneur within the meaning of the German Civil Code (BGB), at least in the amount of the credit costs to be paid by the seller, but at least 8 percentage points above the base interest rate. We reserve the right to claim further damages.
In the event of payment difficulties on the part of the buyer, especially in the case of payment arrears, dishonored checks or bills of exchange, the seller is entitled to execute further deliveries only against advance payment, to make all open, even deferred invoice amounts due immediately, and to demand payment or security in return for checks received, even if accepted only for payment.
Invoices of the seller are considered accepted if not objected to in writing within 30 days from the invoice date. The seller will inform the buyer about this with each invoice.
The customer is entitled to set-off or retention rights only if their counterclaims are undisputed, recognized by us, legally established, or ready for decision.

If the delivered goods are defective, you are entitled, in accordance with the statutory provisions, to demand rectification of the defect or delivery of a defect-free item as part of the warranty. We have the right to choose the type of rectification. If rectification fails, you are entitled to reduce the purchase price or withdraw from the contract.
A prerequisite for any warranty claims is that you fulfill all examination and complaint obligations owed under § 377 of the German Commercial Code (HGB) properly.
The limitation period for warranty claims for the delivered goods is 12 months from receipt of the goods, except in the case of claims for damages.

The goods remain our property until full payment has been made. If you are in default of payment for more than 10 days, we have the right to withdraw from the contract and reclaim the goods.
You are authorized to resell the goods subject to retention of title in the ordinary course of business. In this case, however, you assign to us all claims arising from such resale, regardless of whether they occur before or after any processing of the goods delivered under retention of title, up to the amount of the invoice. Notwithstanding our authority to collect the claims ourselves, you remain authorized to collect the claims even after the assignment. In this context, we undertake not to collect the claims as long as you fulfill your payment obligations, no application for the opening of insolvency proceedings has been filed, and there is no suspension of payments.

We are liable for intent and gross negligence. Furthermore, we are liable for the negligent breach of duties essential to the proper performance of the contract, the violation of which jeopardizes the achievement of the purpose of the contract and on which you, as the customer, regularly rely. In the latter case, however, we are only liable for the foreseeable damage typical for the contract. We do not assume liability for the slight negligence in the breach of obligations other than those mentioned in the preceding sentences.
The above exclusions of liability do not apply in cases of injury to life, body, and health. Liability under the Product Liability Act remains unaffected.

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Pinneberg.

FRUI GMBH
April 01 2023