Natural-Flavours

Terms of Use

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General Terms & Conditions of Sale & Delivery of the group companies of Austria Juice GmbH

These T&Cs are applicable for Austria Juice GmbH  and all other group
companies in which AJ holds (directly or indirectly) a majority interest

I. Applicability
(1) Contracts for Sale and/or Deliveries are subject to these Terms and
Conditions.
(2) Any purchasing conditions of the Customer’s are hereby contradicted and
shall not become part of the contract.
(3) Any exclusion of these Terms and Conditions, or any amendment and/or
addition thereto, shall only be effective if we have expressly indicated our
consent in writing.

II. Conclusion of contract and volumes
(1) A contract shall be deemed to have been concluded when the Customer’s
order has been confirmed in writing by ourselves; oral agreements shall not be
valid. The contract languages shall be German and English only; contracts in any
other language shall not be valid.
(2) Prior offers, tenders etc. which are drawn up and communicated by ourselves
shall be without obligation, except where they are expressly indicated in writing
as being binding for a particular period of time.
(3) Volumes and prices and product specifications will be firmly agreed upon for
a single delivery or a definite contract term with a possibility for call-offs by the
customer (“contract”). Prices and volume con only be changed by explicit
agreement. If a customer has not taken a balance of a volume we are entitled,
but not obliged, to rescind the contract and claim damages for nonperformance.
(4) In contracts the customer is entitled to make written call-offs with adequate
lead time which has to be confirmed by us; we are entitled to suspend
performance of a delivery, if the customer would be beyond the credit limit or
the insurance company decreases the credit limit. This suspension can be upheld
until the insured credit limit is reached again.

III. Prices and Payment
(1) The prices are to be read as net prices without any deduction, free carrier
(FCA) Austria Juice/Kroellendorf plant, except where other conditions may have
been agreed in writing.
(2) Our invoices are to be paid without delay and without any deduction. The
invoices are to be paid in a way that the amount is credited to our account in full
on the last day of maturity. When payment periods are exceeded, statutory
interest and monition fees, bill charges and collection expenses shall be borne by
the Customer.
(3) Payments received from the Customer shall, at our discretion, either be
credited to the longest-due claim(s) or credited to claims in respect of deliveries
of goods which have already been processed or re-sold. The Customer is obliged
to inform us, within 48 hours of our written request for such information,
whether a particular consignment of goods supplied by ourselves has already
been processed or re-sold.
(4) Shipping and other packaging materials will not be taken back by ourselves,
and the Customer is obliged to ensure proper and correct disposal of such
materials. This provision does not apply to multi-trip tanks and Euro-pallets
(multi-trip receptacles). The multi-trip receptacles remain our property and may
not be re-sold by the Customer; they are merely loaned to the Customer by
ourselves. They must be reported as ready for dispatch within a maximum of 30
days of the date of the delivery, and held in readiness for collection.
After the expiry of this period, we shall be entitled - at our discretion - either to
invoice the Customer for the replacement value of the receptacles or to charge
reasonable compensation for the period during which the receptacles were not
available for our use. If the receptacles have been damaged, we shall be entitled
to charge for the diminution in value caused by such damage. If the receptacles
have been used for any purpose other than that for which they are intended, we
shall make a charge to cover the costs of cleaning and repair.
(5) Customers are insured with a credit insurance company. If the credit
insurance company decreases the limit, we will inform the Customer and any
invoices are due to be paid immediately. Any contracts will only be performed, if
by the open credit amounts of the invoices the insurance limit is not exceeded.

IV. Offsetting and withholding
It is not permitted to offset any amount against, or withhold any amount from,
any claim of ours. Any claims of the Customer are to be claimed in separate
proceedings.

V. Delivery
(1) Unless otherwise agreed in the order confirmation, delivery shall be free
carrier (FCA) Ybbstaler/Kroellendorf plant. All shipping costs shall be borne by
the Customer.
(2) Not only in the above case [per V.(1)], but also where other delivery terms
are agreed than in V.(1) above and where the goods are dispatched using a
customary mode of shipping (rail, post, forwarding agent, carrier etc.), the price
risk shall pass to the Customer when the goods are handed over to the carrier,
and in any event no later than when the goods leave the plant or the warehouse.
The Customer shall consent to any customary mode of shipping.
(3) The delivery time in each case shall be agreed in a separate contract.
Delivery times will be adhered to by ourselves. If, for whatever reason, it should
not be possible to deliver by the specified time, we shall notify the Customer a
reasonable time before the delivery date. We customer will allow an adequate
grace period for delivery. This delay shall not constitute sufficient grounds for
cancellation of the contract. The Customer waives damages for late delivery.
(4) In the case of multiple delivery contracts or global contracts, the Customer
must give advance notice of the probable delivery scheme at least 21 (twentyone)
days prior to the commencement of the agreed delivery period. The
Customer must then give notice of the exact date and time of collection 7
(seven) days in advance. If the Customer fails to give such advance notice,
then we shall specify the delivery dates ourselves and notify the Customer
of these dates.
(5) If the Customer fails to collect the goods by the agreed time, the risk shall
pass to the Customer at the end of the day agreed for collection. We shall store
the goods at the Customer’s expense and risk, and shall charge the Customer a
reasonable amount by way of compensation for storing the goods. Our liability
in this respect shall be limited to that for gross negligence only, and we shall
accept no responsibility for any changes which may occur in the goods as a
result of handling and storage. The same shall apply in any and every case of
delayed acceptance, where the Customer shall indemnify us for all costs,
expenses and damage resulting from the delayed acceptance or the failure to
take delivery.
(6) In cases where our contractual obligations are performed in agreed
installments, the fact that one such delivery installment may be delayed shall not
entitle the Customer to cancel the contract with respect to the remaining
installments, which shall thus be transacted as originally agreed in the multiple
delivery contract.
(7) Specimens or samples which may be sent to the Customer are merely
intended to give the Customer an approximate idea of the product. Particular
properties of the specimen or sample shall only be deemed to be assured in
specific cases where this has been expressly agreed.
(8) Qualitative deviations from the order shall be accepted by the Customer,
within the customary tolerance limits, if they are attributable to crop-related
fluctuations or to the nature of the goods supplied, or if they are within the testresult
replicability range. The agreed Brix content of the goods is merely a
guideline value which may be exceeded or undershot by up to 0.5 degrees Brix
without thereby giving grounds for claims by the Customer. The deliveries are
made in compliance with the provisions of Austrian foodstuffs legislation.
As the goods supplied are - by their very nature - unique, it cannot be
guaranteed that they can be replaced by goods with identical characteristics.
(9) In quantitative terms (i.e. as regards weight), deliveries are deemed to be
fulfilled if the net shipping weight, as measured at the time of dispatch from our
plant on an officially calibrated weighing machine, corresponds to the agreed
delivery quantity. These data will be documented by the weighing certificate on
request. No other measurements will be accepted.
(10) We sell our goods subject to the proviso that we have ourselves received
correct and timely deliveries. The Customer may not demand the assignment of
any rights arising from the purchasing contracts signed with our own suppliers.
(11) The Customer is obliged to store the goods delivered by ourselves in a
suitable and proper manner. Where so requested, the Customer shall provide us
with proof, within 48 hours, that the goods are being stored properly. If such
proof is not provided on request, then any change in the goods which may be a
result of incorrect or improper storage shall be irrefutably presumed to be a
result of the Customer’s not having stored the goods correctly.

VI. Retention of title
(1) The goods shall remain our property until payment has been received in full.
(2) In cases where the goods to which we retain title have been processed,
mixed or combined with materials owned by the customer, it is agreed that this
shall not cause our title to lapse, but shall result in co-ownership in proportion to
the respective contributions made to the item thereby created. The Customer
even now assigns us its resulting co-ownership share as security for our
remaining purchase-price claim, and grants us full preferential rights, meaning
that we are permitted to privately sell the item as a whole. The Customer shall
take appropriate steps to ensure the efficacy of these security precautions and
shall notify the third party of these precautions where this is necessary for
legally valid conclusion of an agreement. The Customer shall hold the new stock
or the new item for us in trust, free of charge.
(3) Goods that were supplied to the Customer subject to retention of title may
be re-sold by the Customer. The Customer itself is obliged to retain title when
delivering to its own customers, and even now assigns to us all receivables
which may accrue to it from any re-sale of the item to a third party, regardless of
whether the goods subject to retention of title are sold to one or more
customers and of whether or not they have been processed, mixed or combined
with other materials. The Customer shall notify the third party hereof, as well as
taking the necessary steps to ensure the efficacy of these security precautions;
moreover, the Customer shall be obliged to identify the customers of the goods
subject to retention of title, in writing, when so requested.
(4) If the legal system in whose jurisdictional territory the goods are located, and
which is being applied, does not admit any retention of title, and this legal
system still permits the retention of other rights in the claimed goods (especially
the right to assign claims), then we shall be entitled to exercise these rights, at
our option and without any limitation.
The Customer shall see to it that these security precautions are agreed in an
effective manner.
(5) The Customer is not entitled to make any other dispositions regarding the
goods subject to retention of title, in particular trust receipt transactions or
pledging.
(6) The Customer is obliged to store the goods owned by ourselves in a correct
and proper manner, to treat them carefully and to stock them separately from its
own goods and from those of other owners; in particular, it is obliged to insure
these at its own expense against fire, water and theft, at replacement value, and
the respective insurance policies are to be vinculated (placed under transfer
restrictions) in our favor.

VII. Warranty, liability
(1) With ex-works deliveries, the critical point in time for determining the
contract-compliant status of the goods is the time at which the goods are
handed over, as agreed, to the carrier. In the case of deliveries for which we
organize the shipping ourselves, the critical point in time for determining the
contract-compliant status of the goods is the time of factual handover of the
products.
(2) The Customer is obliged to perform, or arrange for the performance of,
proper inspection of the delivered goods , especially by a laboratory,
immediately after the point in time defined in VII.(1) above, and to submit a
written complaint about all defects immediately after such inspection, but no
later than five working days after receipt of the goods. The Customer must
describe the defects. Defects that cannot be detected in the course of
immediate inspection must be notified as soon as they are discovered, but no
later than 25 days after receipt of the goods. If a defect should become
apparent, the Customer shall refrain from processing or converting the goods,
and shall ensure that no alteration whatever takes place in the goods. The
Customer must store and handle these goods properly and correctly. If no
complaint is made regarding defects (including concealed defects) prior to the
commencement of processing or converting, the goods shall be deemed to have
been approved.
(3) Where defects are not notified until after the end of the 25-day deadline
from the time of receipt, or where the goods started to be processed or
converted before the complaint was raised, any and all liability, on whatever
legal ground, shall be excluded.
(4) The Customer grants us the right to replace defective goods for goods
which are defect-free. The Customer has no right to any immediate price
reduction, or to cancel the sale. Where we remedy a defect by replacing the
defective goods, we shall bear the costs and expenses only up to the amount of
the net sales price. Any costs over and above this amount shall be borne by the
Customer. Attention is drawn to the provision in VIII (3) below.
(5) Where a contract is fulfilled in installments (multiple delivery contract), the
Parties expressly agree that any defects in one or more delivery installments
shall only entitle the Customer to assert warranty claims with respect to the
defective delivery installments. The remaining installments shall not be affected
and shall be transacted as provided by the multiple delivery contract.
(6) A claim resting upon warranty claims of the Customer’s must be asserted
within six months of the date of delivery, at the competent court of justice.
Moreover, in cases where we bring a legal action in pursuit of any claim of ours,
the fact that there may be counter-claims resting upon warranty claims shall
only be admissible as a defense against our claim(s) if this defense is raised
within this six-month period following the date of delivery. 

VIII. Damages
(1) We shall only be obliged to pay damages where gross negligence is
attributable to us. The degree of negligence is to be proven by the claimant.
(2) The Customer shall forego any compensation for damages in excess of the
immediate damage; no damages shall be payable for loss of profit or
consequential damage.
(3) The limitation period for the assertion of damages claims shall be 6 (six)
months from the time of the passage of risk. Claims resting upon alleged
damages claims shall only be admissible as a defense against any attempt by
ourselves to secure judicial enforcement of any claim of ours if they are raised
within this same period of time.
(4) In addition thereto the liability is limited to the amount of Euro 4.000.000,--
in general.
(5) These limitations of liability are not applicable for product liability or personal
injury.

IX. Force majeure
Instances of force majeure, including war, strikes, lock-outs, boycotts, shutdowns
or stoppages at our plant(s) or at any of our suppliers, actions of the authorities
or other official measures, blockades, fire, ice, flooding or other unforeseen
circumstances which are a major impediment to delivery or which make it
impossible for us to deliver (regardless of whether such circumstances have
affected ourselves or one of our suppliers) shall entitle us either to defer
deliveries for the duration of the impediment and for a reasonable resumption
period, or to cancel the contract altogether with regard to that part of the
contract that has not yet been fulfilled. The Customer may request us to declare
whether we intend to cancel the contract or to deliver within a reasonable
period of time. If we do not declare our intentions, the Customer shall be entitled
to cancel the contract.

X. Place of performance
(1) The agreed place of performance shall be the seat of the performing
enterprise unless specified otherwise in individual contracts.
(2) The customer accepts as performing enterprise and company in which
AUSTRIA JUICE GmbH has (directly or indirectly) a majority interest. This
performing enterprise takes over any contractual obligations of the company
that concluded the agreement with the Customer.

XI. Governing law, arbitral jurisdiction
(1) It is agreed that the legal relations between ourselves and the Customer shall
be governed exclusively by substantive Austrian law, to the exclusion of the UN
Convention on Contracts for the International Sale of Goods and conflict-of-laws
rules.
(2) Any disputes arising from this contract or bearing upon any breach,
dissolution or invalidity of the contract, or which come about in connection with
the contract, shall - at our option - exclusively either be definitively adjudicated
by the competent court having jurisdiction in rem in St. Poelten, Austria, or by an
arbitration tribunal of three arbitrators according to Rules of Arbitration and
Conciliation of the International Arbitral Centre of the Austrian Federal Economic
Chamber in Vienna (Vienna Rules). The venue of the arbitral proceedings shall
be Linz.

XII. Partial invalidity
If any clause of this contract should be, or become, invalid, or if the contract
should be incomplete, the remainder of the contract shall not be affected
thereby. The invalid provision shall either be replaced by the appropriate
standard discretionary legal provision, or - in the absence of any such standard
provision - it shall be supplemented by the commercial practice and upright
trade usage obtaining at our principal place of business. Any loopholes in the
contract are to be closed in like manner.

XIII. Privacy Austria Juice is processing personal data for business purposes and emphasizes the compliance with GDPR and applicable data protection laws. We expect this from our contractual partners as well. Please find our privacy notice linked in the footer. Upon request we provide a copy.

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