General Terms and Conditions of Sales, Delivery & Payment (hereinafter: “VL”)
CÓMPETA PRODUCCIÓN Y DISTRIBUCIÓN S.L. / Avda. Moliere 18 B / ES–29004 Malaga

I. General / Scope
1. These terms and conditions of sale, delivery and payment apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law. These VL do not apply to consumers within the meaning of Section 13 of the German Civil Code (BGB); Conclusion of a contract with consumers on the basis of these VL is excluded.

2. These VL apply to all current and future business relationships with our contractual partner, even if they are not expressly agreed again.

3. Conflicting, deviating or supplementary general terms and conditions of the contractual partner do not become part of the contract unless we have expressly agreed to their validity in text form.

4. If individual provisions of these VL are or become ineffective in whole or in part, the effectiveness of the remaining provisions remains unaffected.

II. Conclusion of contract
1. Our offers are subject to change and non-binding unless they are expressly designated as binding.

2. Orders from the contractual partner are considered a binding contract offer. The contract is only concluded through our order confirmation in text form or through delivery of the goods.

3. The subject matter of the contract is exclusively the goods delivered by us with the properties and characteristics specified in our product description. Information in brochures, catalogs, price lists or other documents only serves for description and does not constitute a guarantee or quality agreement unless they are expressly confirmed as such in text form.

4. We reserve the right to make correct and timely deliveries to ourselves, provided we are not responsible for the non-delivery and have concluded a congruent hedging transaction.

5. For orders with a goods value of less than €50.00 net, a small quantity surcharge of €7.50 net will be charged. The decisive factor is the pure item price without shipping costs. The surcharge will be shown separately on the invoice.

III. Prices
1. Our prices are ex warehouse in euros plus the applicable statutory sales tax, if applicable.

2. Prices confirmed by us only apply to the confirmed quantity and the respective confirmed individual order.

3. Unless fixed prices have been expressly agreed, our prices valid on the day of delivery apply.

4. We are entitled to adjust agreed prices appropriately if significant cost factors, in particular purchasing, raw material, transport, energy, customs or labor costs, increase after conclusion of the contract and there are more than 4 months between conclusion of contract and delivery.

5. Packaging is charged at cost price unless expressly agreed otherwise. The packaging cannot be taken back.

6. For orders with a net value of more than €300.00, delivery within Germany is free of charge. For deliveries outside Germany, shipping and packaging costs are calculated separately depending on the recipient country. The decisive factor is the pure item price without shipping costs.

IV. Delivery, shipping, transfer of risk
1. Partial deliveries are permitted as long as they are reasonable for the contractual partner.

2. Delivery dates and delivery periods are only binding if they have been expressly confirmed as binding by us in text form. Otherwise they are considered non-binding guidelines.

3. Unless otherwise agreed, delivery is ex warehouse. The risk of accidental loss and accidental deterioration passes to the contractual partner when the goods are handed over to the freight forwarder, freight carrier or other third party designated to carry out the shipment. This also applies if freight-free delivery has been agreed.

4. If dispatch or acceptance is delayed due to circumstances for which the contractual partner is responsible, the risk is transferred to the contractual partner upon notification of readiness for dispatch.

5. We choose packaging, shipping method and shipping route at our own discretion, unless an express agreement has been made.

6. Transport insurance will only be taken out at the express request and at the expense of the contractual partner.

V. Obstacles to performance / force majeure
1. The contract is concluded subject to any necessary import and export licenses and other official approvals.

2. In cases of force majeure or other unforeseeable, extraordinary circumstances for which we are not responsible, in particular operational disruptions, strikes, lockouts, official measures, shortages of energy or raw materials, transport disruptions, war, unrest, pandemics or natural events, delivery times are extended appropriately. If the impediment to performance lasts longer than 3 months, both parties are entitled to withdraw from the contract in text form with regard to the part that has not yet been fulfilled.

VI. Payment, due date, default, offsetting, retention
1. Our invoices are due for payment without deductions within 30 days of the invoice date, unless otherwise agreed.

2. If payment is made within 10 days of the invoice date, we grant a 2% discount provided that all previous invoices due have been paid in full.

3. Bills of exchange and checks will only be accepted based on an express agreement and only on account of performance. The contractual partner shall bear all resulting costs.

4. The receipt of the full invoice amount on our account is decisive for the timeliness of payment.

5. In the event of late payment, we are entitled to demand statutory default interest as well as any statutory flat rate for late payment and other proven damages caused by default.

6. If, after conclusion of the contract, circumstances become known that are likely to significantly reduce the creditworthiness of the contractual partner, or if the contractual partner defaults on due payments, we are entitled to carry out outstanding deliveries only against advance payment or security and to withdraw from the contract after setting a reasonable deadline and/or to demand compensation in accordance with statutory provisions.

7. Offsetting against counterclaims of the contractual partner is only permitted if they are undisputed, ready for decision or legally established.

8. The contractual partner can only assert a right of retention if it is based on the same contractual relationship.

VII. Retention of title
1. We reserve ownership of all goods delivered until all current and future claims from the ongoing business relationship have been paid in full.

2. The contractual partner is entitled to resell the reserved goods in the ordinary course of business. However, he now assigns to us all claims in the amount of the final invoice amount, including additional claims that arise from the resale against his customers or third parties. We accept the assignment.

3. The contractual partner remains revocably authorized to collect the assigned claims as long as he properly meets his payment obligations to us. Our right to collect the claims ourselves remains unaffected. However, we will not collect the claims ourselves as long as the contractual partner meets his payment obligations, does not default on payments and no application has been filed to open insolvency proceedings.

4. Any processing or transformation of the reserved goods is always carried out for us as the manufacturer without any obligation on us. If the reserved goods are processed or inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the reserved goods to the other processed items at the time of processing.

5. If the contractual partner behaves in breach of contract, particularly in the event of late payment, we are entitled to demand the return of the reserved goods in accordance with the statutory provisions. The request for return does not constitute a withdrawal from the contract, unless we expressly declare this in text form.

6. If the realizable value of the securities exceeds our claims by more than 20%, we will release securities of our choice at the contractual partner’s request.

VIII. Product liability / product information
1. Liability for mandatory statutory liability under the Product Liability Act remains unaffected.

2. The contractual partner is obliged to observe the product information, safety, storage, processing and application instructions provided to him on his own responsibility and to properly pass them on to his customers if the goods are resold or otherwise passed on.

3. If our products are only intended for certain areas of application due to their nature or labeling, they may only be used and resold in accordance with these specifications.

IX. Warranty/notification of defects
1. The contractual partner must inspect the goods immediately after delivery in accordance with Section 377 of the German Commercial Code (HGB) and report any recognizable defects, incorrect deliveries or deviations in quantity immediately, but at the latest within 5 working days of delivery, in text form. Hidden defects must be reported in text form immediately after discovery. If a proper inspection and/or complaint is not made, the goods are deemed to have been approved with regard to the defect in question.

2. In the case of legitimate defects that have been reported in a timely manner, we will, at our discretion, provide supplementary performance through repair or replacement delivery. If the supplementary performance fails, is unreasonable for the contractual partner or is not provided within a reasonable period of time, the contractual partner can reduce the purchase price or withdraw from the contract in accordance with legal regulations.

3. Defective goods may only be returned after prior agreement with us.

4. Minor deviations in quality, color, dimensions, weight, features or design that are customary or technically unavoidable do not constitute a defect as long as the usability is not significantly impaired.

5. Warranty claims are void if the goods have been improperly modified, processed or used without our consent and this has caused the defect or if the defect inspection is made unreasonably difficult. This does not apply if the contractual partner proves that the change was not the cause of the defect complained about.

6. If a complaint about defects is unjustified and this results in us having to carry out an inspection effort, we are entitled to demand reimbursement of the necessary, actually incurred and proven costs.

X. Liability
1. We are liable without limitation in the event of intent and gross negligence, in the event of culpable injury to life, body or health, in accordance with the Product Liability Act and if we have expressly accepted a guarantee or have fraudulently concealed a defect.

2. In the case of simple negligence, we are only liable if an essential contractual obligation is breached. In this case, our liability is limited to the foreseeable damage that is typical for the contract.

3. Otherwise our liability is excluded. To the extent that our liability is excluded or limited, this also applies to the personal liability of our legal representatives, employees, employees and vicarious agents.

XI. Statute of limitations
1. Warranty claims of the contractual partner due to material and legal defects expire one year from delivery of the goods.

2. The above limitation period does not apply to claims for damages due to intent or gross negligence, injury to life, body or health, fraudulent concealment of a defect, assumption of a guarantee or claims under the Product Liability Act.

XII. Data protection
We process the contractual partner’s personal data exclusively within the framework of the applicable data protection regulations, in particular the General Data Protection Regulation (GDPR). We provide further information on data processing in our separate data protection information.

XIII. Place of performance & jurisdiction
1. The place of fulfillment for our deliveries is our warehouse or shipping point; The place of fulfillment for payments is our headquarters in Málaga, Spain.

2. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is – to the extent permitted by law – Málaga, Spain. However, we are also entitled to sue the contractual partner at their general place of jurisdiction.

XIV. Applicable law
1. The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

2. Mandatory provisions of international private law remain unaffected to the extent that they cannot be waived in commercial business transactions.

XV. Come into effect
These terms and conditions of sale, delivery and payment apply as of publication and replace all previously used versions.