The MCI Miritz Citrus GmbH & Co. KG (contractor, hereinafter referred to as AN) researches processes and methods for the production of flavours and flavourings from citrus products and operates the production and trade of foodstuffs, fragrances and flavours of all kinds. The following offers are addressed exclusively to entrepreneurs. Below you will find our general terms and conditions and our customer information. With the customer information we comply with our legal information and instruction duties. Here you will find information on the conclusion of the contract on the basis of your order and the execution of the contract.

The following shall apply to all contracts concluded with the Contractor:

§ 1 General Terms and Conditions application

(1) The General Terms and Conditions shall apply to the entire business relationship between the customer (Customer, hereinafter referred to as AG") and the Contractor.

(2) Customers within the meaning of these GTC are exclusively entrepreneurs. Entrepreneur within the meaning of the GTC is any natural or legal person or partnership with legal capacity with whom a business relationship is entered into and who acts in the exercise of a commercial or independent professional activity.

§ 2 Conclusion of contract

(1) The presentation of the products on our websites or in our catalogues is not a legally binding offer, but a non-binding invitation to the AG to submit an offer. If the ordering process was initiated via the contact form on our website or by an order in text or written form by the Customer, we shall send the Customer an order confirmation which shall be deemed acceptance of the contract. These offers can be accepted by a declaration by telephone or in text form (e-mail, fax). In the absence of an order confirmation, the sending of an invoice shall be deemed acceptance of the order.

(2) We reserve the right to correct and punctual self-delivery. The Contractor shall inform the Customer immediately of the non-availability of the delivery item and, in the event of rescission, shall reimburse the corresponding consideration to the Customer without delay.

§ 3 Payment and Shipping

The following payment and shipping conditions apply:

(1) We deliver articles against invoice. The invoice amount is payable within 3 days after receipt of the goods and the invoice. A discount is not granted. Payment is due in full upon delivery or acceptance. Should circumstances become known after the conclusion of the contract which cast doubt on the solvency or readiness of the Principal to perform, the Contractor shall be entitled, at his discretion, to withdraw from the contract or to make delivery dependent on the provision of prior security.

(2) The customer shall be in default 3 days after the due date without further declarations by the seller if he has not paid. In the event of default in payment, the Contractor shall be entitled to demand default interest in the amount of 9 (nine) percentage points above the base interest rate (§ 247 BGB). The Customer shall be entitled to prove that the Contractor has suffered no loss or a substantially lower loss.

(3) In the event of the existence of defects, the customer shall not be entitled to a right of retention unless the delivery is obviously defective or the customer is obviously entitled to a right to refuse acceptance of the work; in such a case, the customer shall only be entitled to retention insofar as the amount retained is in reasonable proportion to the defects and the probable costs of subsequent performance (in particular rectification of defects). The Customer shall not be entitled to assert claims and rights due to defects if the Customer has not made due payments and the amount due (including any payments made) is in reasonable proportion to the value of the delivery or work affected by defects.

(4) The risk, including confiscation or accidental loss or accidental deterioration, shall pass to the Principal upon handover to the freight forwarder or carrier. If insurance policies have been taken out, the provisions therein shall also apply in relation to the Customer.

(5) The sold goods remain the property of the supplier until the purchase price has been paid in full.

§ 4 Retention of title

(1) The delivery item shall remain the property of the Contractor until all claims to which the Contractor is entitled against the Customer arising from the business relationship have been satisfied.

(2) The customer shall be permitted to process the delivery item or to mix or combine it with other items. The processing, mixing or combining (hereinafter together referred to as "processing" and with regard to the delivery item: "processed") shall be carried out for the Contractor; the item resulting from such processing shall be referred to as "new goods". The Customer shall store the new goods for the Contractor with the diligence of a prudent businessman.

(3) In the event of processing with other objects not belonging to the Contractor, the Contractor shall be entitled to co-ownership of the new goods in the amount of the share resulting from the ratio of the value of the processed delivery item to the value of the other processed goods at the time of processing. If the Customer acquires sole ownership of the new goods, the Contractor and the Customer agree that the Customer shall grant the Contractor co-ownership of the new goods in the ratio of the value of the processed delivery item to the other processed goods at the time of processing.

(4) In the event that the delivery item or the new goods are sold, the Customer hereby assigns to the Contractor by way of security his claim from the resale against the customer with all ancillary rights, without any further special declarations being required. The assignment shall apply including any balance claims. However, the assignment shall only apply to the amount corresponding to the price of the delivery item invoiced by the contractor. The portion of the claim assigned to the contractor shall be satisfied with priority.

(5) Until revoked, the client is entitled to collect the claims assigned in this § 4 (reservation of title). The Customer shall immediately forward to the Contractor payments made on the assigned claims up to the amount of the secured claim. In the event of an important reason, in particular default in payment, cessation of payments, opening of insolvency proceedings, protest of a bill or well-founded indications of over-indebtedness or impending insolvency on the part of the Customer, the Contractor shall be entitled to revoke the Customer's authority to collect. In addition, the Contractor may, after prior warning and subject to a reasonable period of notice, disclose the assignment by way of security, exploit the assigned claims and demand that the Customer disclose the assignment by way of security to the Customer.

(6) If a legitimate interest is substantiated, the Customer shall provide the Contractor with the information required to assert his rights against the Customer and hand over the necessary documents.

(7) During the existence of the retention of title, the customer is prohibited from pledging the goods or assigning them as security. Resale is only permitted to resellers in the ordinary course of business and only under the conditions that payment of the equivalent value of the delivery item is made to the customer. The Customer shall also agree with the Customer that the Customer shall not acquire ownership until this payment has been made. In the event of seizure, confiscation or other dispositions or interventions by third parties, the Customer shall notify the Contractor immediately.

(8) If the realisable value of all security rights to which the contractor is entitled exceeds the amount of all secured claims by more than 10%, the contractor shall release a corresponding part of the security rights at the customer's request. The Contractor shall be entitled to choose between various security interests when releasing the goods.

(9) In the event of breaches of duty on the part of the Customer, in particular default in payment, the Contractor shall be entitled, even without setting a deadline, to demand the return of the delivery item or the new goods and/or to withdraw from the contract; the Customer shall be obliged to return them. The demand for return of the delivery item/new goods shall not constitute a declaration of rescission by the Contractor, unless this is expressly stated.

§ 5 Price, delivery and shipping costs, set-off, partial delivery, quantity details

(1) The purchase price transmitted to the customer represents the net price. Value added tax shall be added to these prices.

(2) On the other hand, the purchase price does not include the additional delivery and shipping costs, which are transmitted to you before the conclusion of the contract.

(3) Articles shall, in principle, be delivered by transit. A self-collection by the customer can only be considered in exceptional cases after prior appointment.

(4) The customer shall not be entitled to set off his own claims against our payment claims unless the customer's claims are undisputed or have been legally established.

(5) The customer shall not be entitled to oppose our payment claims to rights of retention even from notices of defects, unless they result from the same contractual relationship.

(6) Partial deliveries are permissible, as far as they are reasonable for the buyer.

(7) Quantity specifications entitle us to an excess or short delivery of up to 5%; quantity specifications marked "approx." entitle us to an excess or short delivery of up to 10%. The weight determined by us shall be decisive for invoicing. Each delivery or partial delivery shall be deemed a separate transaction.

§ 6 Transfer of risk

(1) In the case of entrepreneurs, the risk of accidental loss and accidental deterioration of the sold item shall pass to the entrepreneur or a person authorized to receive the goods upon delivery. In the case of sale by delivery to a place other than the place of destination, the risk shall pass to a suitable transport person upon delivery of the goods.

(3) It shall be equivalent to the handover if the customer is in default of acceptance.

§ 7 Notification of transport damage

(1) Deliveries shall be checked for completeness and intactness in the presence of the deliverer. If externally recognizable transport damages are found, the customer undertakes to note these on the shipping documents and to have them acknowledged by the deliverer. In this case, the packaging must be kept in a safe place.

(2) If the (partial) loss or damage is not visible externally, the customer must notify IPS within 3 days after delivery or at least within 7 days after delivery to the transport company to ensure that any claims against the transport company are made in time.

§ 8 Warranty

(1) The limitation period for claims and rights due to defects in the delivery/service - regardless of the legal basis - is one year. However, this shall not apply in the cases of § 438 para. 1 no. 1 BGB (defects of title in immovable property), § 438 para. 1 no. 2 BGB (buildings, property for buildings), § 479 para. 1 BGB (entrepreneur's right of recourse) or § 634 a para. 1 no. 2 BGB (buildings or work the success of which consists in the provision of planning or monitoring services for this purpose). The periods mentioned in the above sentence 2 are subject to a limitation period of three years. Warranty claims do not exist in the case of only insignificant deviation from the agreed quality or in the case of only insignificant impairment of usability.

(2) The limitation periods pursuant to paragraph 1 shall also apply to all claims for damages against the Contractor in connection with the defect - irrespective of the legal basis of the claim. Insofar as claims for damages of any kind exist against the Contractor which are not related to a defect, the limitation period in paragraph 1 sentence 1 shall apply to them.

(3) The limitation periods pursuant to subsections 1 and 2 shall apply subject to the following provisions:

1. a) The limitation periods generally do not apply in the case of intent or fraudulent concealment of a defect or insofar as the seller has assumed a guarantee for the quality of the delivery item.

2. b) Furthermore, the limitation periods shall not apply to claims for damages in cases of injury to life, limb or health or freedom, claims under the Product Liability Act, grossly negligent breach of duty or breach of fundamental contractual obligations.

(4) In the case of all claims, the limitation period shall commence upon delivery, in the case of work performance upon acceptance.

(5) Unless expressly agreed otherwise, the statutory provisions on the commencement of the limitation period, the suspension of the expiration of the limitation period, the suspension of the limitation period and the recommencement of the limitation period shall remain unaffected. A change in the burden of proof to the disadvantage of the Customer is not associated with the above provisions.

(6) In the case of warranty claims by entrepreneurs, the Contractor shall initially provide warranty for defects in the goods at its own discretion by repair or replacement.

(7) The contractor shall in no case be obliged to make a new delivery or manufacture within the scope of subsequent performance. If the supplementary performance fails, the customer shall be entitled to reduce the purchase price or - if a construction service is not the subject of the liability for defects - to withdraw from the contract at his discretion. The application of § 478 para. 1 BGB (right of recourse of the entrepreneur) remains unaffected. The Customer's right to claim damages instead of performance in accordance with the statutory provisions and these conditions shall also remain unaffected. If the customer wishes to claim damages instead of performance or to carry out the work himself, the subsequent improvement shall only fail after the second unsuccessful attempt. The statutory cases of dispensability of setting a deadline shall otherwise remain unaffected.

(8) The article description is to be regarded as pure performance description, in no case as a guarantee for the condition of the articles. Guarantee declarations of third parties, for example manufacturer guarantees, remain unaffected by this.

(9) There is no warranty in the event of damage caused by improper use or handling of the article. The same applies to so-called "intentional wear and tear".

(10) The customer shall not be entitled to remedy a defect directly himself or to have it remedied by third parties (self-execution); any expenses incurred for this shall not be reimbursed.

(11) Entrepreneurs must report obvious defects within a period of two weeks from receipt of the goods in writing using the above contact details; otherwise the assertion of the warranty claim is excluded. The timely dispatch of the notice of defect is sufficient to meet the deadline. The full burden of proof for all claim prerequisites, in particular for the defect itself, for the time of detection of the defect and for the timeliness of the notice of defect lies with the entrepreneur.

(12) Insofar as claims for damages are referred to in this provision, claims for reimbursement of futile expenses shall also be covered. Unless expressly provided otherwise, the statutory provisions on the commencement of the limitation period, suspension of the expiration of the limitation period, suspension and recommencement of the limitation period shall remain unaffected.

§ 9 Liability

(1) MCI Miritz Citrus GmbH & Co. KG shall be liable in accordance with the statutory provisions. KG shall be unrestrictedly liable for damages resulting from injury to life, body or health which are based on an intentional or negligent breach of duty by him, his legal representatives or his vicarious agents as well as for other damages which are based on an intentional or grossly negligent breach of duty as well as fraudulent intent by him, his legal representatives or his vicarious agents. In addition, MCI Miritz Citrus GmbH & Co. KG shall be unrestrictedly liable for damages which are covered by liability in accordance with mandatory statutory provisions, such as the Product Liability Act.

(2) MCI Miritz Citrus GmbH & Co. KG shall be liable for damages caused by simple negligence. KG, insofar as the negligence relates to the breach of such contractual obligations, compliance with which is of particular importance for achieving the purpose of the contract (cardinal obligations); however, liability is limited to the foreseeable, contract-typical, direct average damage.

(3) MCI Miritz Citrus GmbH & Co. KG shall be liable for simple or slightly negligent breach of insignificant contractual obligations. KG towards consumers; however, the liability is limited to the foreseeable, contract-typical, direct average damage.

(4) Any further liability is excluded regardless of the legal nature of the asserted claim; this also applies to tortious claims. Insofar as liability is excluded or limited above, this shall also apply to the personal liability of employees, workers, co-workers and vicarious agents.

§ 10 Storage of the contract text, data protection

(1) The contract text is stored after conclusion of the contract. In addition, an e-mail with further information on the purchase process will be sent automatically after conclusion of the contract.

(2) With a purchase, your personal data (e.g. name, address, postal address, etc.) will be transmitted to us for order processing. Here the sales-related data are transmitted to the respective shipping company and our house bank, as far as this is necessary for the sales processing.

Your personal data will of course be treated confidentially, securely and carefully. The processing and storage takes place in accordance with the statutory provisions of the Federal Data Protection Act (BDSG) and the Telemedia Act (TMG).

(3) We will not pass on your personal data to third parties. Excluded from this is the disclosure of information that is necessary for the proper processing of sales or a legal or judicial obligation to transfer your personal data to information-entitled bodies.

(4) We use cookies on our pages. These only serve to simplify the ordering process. It is also possible to use our offers if you deactivate cookies in your browser settings. Of course, you have the right to revoke the storage of your personal data at any time as well as the right to information about your personal data stored by us at any time.

§ 11 Storage charges, lump-sum damages

(1) If the dispatch of the deliveries is delayed at the request of the Client by more than two weeks after the agreed delivery date or, if no exact delivery date has been agreed, after notification of readiness for dispatch by the Contractor, the Seller may charge a lump sum for each month (if applicable pro rata temporis) a storage fee amounting to 2% of the price of the delivery item. The Client shall be entitled to prove that the Contractor has not suffered any damage or a significantly lower damage. The Contractor shall be entitled to prove that a higher damage has been incurred.

(2) If the goods are not accepted by the Client within the agreed period, the Contractor shall be entitled to set a reasonable grace period in accordance with the circumstances and, after its fruitless expiry, at the Contractor's discretion, either to withdraw from the contract and/or claim damages for non-performance, either limited to the non-accepted or accepted delivery or additionally also with regard to an outstanding delivery. As damages for non-performance, the Contractor may, at his discretion, either demand compensation for the actual damage, whether specifically or abstractly calculated, or, without further proof, demand 15% of the purchase price as damages. The Client shall be entitled to prove that the Contractor has not suffered any damage or a significantly lower damage. The Contractor shall be entitled to prove that a higher damage has been incurred.

§ 12 Final provisions

(1) The law of the Federal Republic of Germany shall apply. The place of jurisdiction for merchants shall be the registered office of MCI Miritz Citrus GmbH & Co. KG.

(2) The provisions of the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Convention) shall not apply.