Terms and conditions
Our general business Terms
1. Application of T&C
1.1 Offers, deliveries and services of our company NemPro GmbH (hereinafter referred to as Nempro) only take place based on our own terms & conditions and to the exclusion of opposing terms or conditions of purchase from a contracting party. They will be accepted by placing an order or acceptance of delivery. Variations of the terms and conditions and/ or oral agreements are only valid if they were confirmed or approved by writing and in advance. If the contracting party is a registered trader the general terms and conditions of Nempro are still valid for any further contracts, even if they have not been explicit agreed on again.
2. Offers and Prices
2.1. Our offers are without obligation. Prices are calculated for domestic shipments, plus VAT.
2.2. The Incoterms as amended from time to time shall apply.
2.3. Raw materials: Unless otherwise agreed, deliveries take place franco domicile (buyer) Free delivery to third country only takes place DDU / duty unpaid.
2.4. End products: Deliveries take place franco domicile against postage and packing, unless otherwise agreed. The goods will be dispatched by mail (Deutsche Post / DHL) standardly.
3. Delivery, time of delivery and delay in delivery
3.1. We deliver as soon as possible. Delivery dates are subject to change especially for raw material deliveries or goods containing external raw materials.
3.2. Of course, we will inform our customers, to the best of one's knowledge and belief, about delivery dates and/or possible upcoming delays, if our presuppliers and/or forwarding agents give ourselves due notice about them. Should a prompt delivery of the ordered goods, for uninfluenceable reasons to us, not be possible, part consignments are allowed. Exceeding of the delivery date gives absolutely no claim for damages or cancellation of a contract.
3.3. In cases where delivery of our suppliers made to us is incorrect, incomplete, late and/or completely fails to be made, we are entitled to terminate the contract in whole or in part. In case of an incomplete delivery, we are only entitled to terminate the contract in respect of the entire part which was not delivered to us or a portion thereof. In this case the customer has the right to terminate the contract as a whole if the performance by us of that part of the contract which has not been terminated, meaning partial deliveries which have been made and/or could be made, is of no interest to the customer. The parties have no claim against the respective other party to compensation for loss/damage occasioned by the complete or partial rescission.
3.4. If the customer fails to take delivery or fails to request delivery of goods ordered within the agreed or appropriate time limits, we are entitled, subsequent to the expiry of a reasonable time limit fixed by us, at our option, to charge the goods to the customer and to forward these unsolicited to it, or to store the goods at its expense.
3.5. The time of delivery is understood as an approximate agreement unless an agreed upon time / period of delivery has been expressly agreed.
3.6. Should we default in making a delivery, the customer is only entitled, subsequent to the expiry of a reasonable extension of time of at least 14 days which it has given to us, to terminate the contract.
3.7 at the time of default in acceptance all risks of damage, loss and / or deterioration of the goods are being transferred to the contracting party / customer.
3.8 short deliveries or excess deliveries are legitimate up to 10% of the agreed contract quantity.
4. Right to return for private clients of end products
4.1. The restitution of an ordered product out of our range is possible within 14 days without giving reasons. The goods must be sent back to us unopened, unused and boxed as new. To the keeping of a term it suffices to reconsign the goods in due time. The buyer bears the full cost unless value of goods exceeds € 40.00. Not prepaid returns lower than this value of goods won't be accepted. After receiving the goods the purchase price will be refunded immediately via remittance or cheque.
5.1. The buyer has to tell obvious deficiencies immediately in writing including a more detailed list of defects. In case of a reasonable reproof either a replacement for the complained quantity is made or the client receives an appropriate credit note. For the replacement we require at least an appropriate deadline corresponding to the initially period stipulated for delivery. We require considerable time of delivery if the goods have to be reproduced. Wrong ordered products (e.g. quantity, price, wrong article) represent no reason for a complaint and we have no obligation to substitute or to withdraw the article. The seller assumes no liability for damages caused by incorrect handling, processing and/or stocking.
5.2. The customer is obliged to inspect delivered goods immediately, if necessary by carrying out an analysis and/ or a sample testing / processing whether these are free from defects and suitable for the intended purpose. Any defects ascertainable by the inspection of the goods must be reported immediately after receiving the results of the proper inspection. Latent defects must be reported immediately when customer could detect them with adequate care. The goods are considered as having been approved, if we do not receive the notice of defects within three working days after receipt of the goods or, if the defect has been ascertainable by the immediate inspection not later than three working days after customer had recognized it.
5.3. Any further processing or disposition of the goods in respect of which defects were ascertained, or which could have been ascertained with adequate care, is done at the customer's sole risk. We are not liable for damages incurred by the customer in conjunction with the continuation of the processing or the disposition of the goods.
5.4. Where the customer carries out a timely inspection of the goods and has submitted the notice of defects on time, we are entitled, at our option, to rectify the defects of the delivered goods or to make substitute delivery. If the rectification or the substitute delivery is unsuccessful, the customer can reduce the purchase price by a reasonable amount or terminate the contract. If we make a substitute delivery or if the customer terminates the contract, the customer has to compensate us for the use of our services.
6. Product modifications and other matters
6.1. We reserve us the right to implement product modifications for quality improvement.
6.2 products samples are always noncommittal type samples and do not ensure any specific properties, unless otherwise agreed in written form before or with consignment of the sample.
7. Purpose / duty to collaborate
Nempro cannot be hold liable for the use of the delivered materials for a specific purpose which the customer determined. Our recommendations are always noncommittal and do not release the contracting party from their own duties to check the goods for suitability of use for the intended purpose. This also includes recipes, specification and packaging as well as the labelling of a product. The contract party has to consider legal admissibility on its own risk.
For production of recipes which have been developed according to customers requirements, Nempro will not guarantee stability of the product for the complete period of the mentioned shelf life, without having done sufficient stability- and storage-tests. Stability- and storage-tests has to be explicit agreed on in writing before placing the order. The declaration of a shelf life is based on empirical values and analyses of similar products.
9. Legal regulations
The contract party has to verify the admission and requirement to label in line with all relevant regulations, prescriptions, directives and legislations of the respective countries for delivery of all goods. On request, we will give documents to this effect and also render assistance with pleasure.
10. Retention of Title
10.1. Unless the payment of the contract party has not been done in full height of the invoice amount, the goods remain proprietary of Nempro GmbH.
10.2. The contract party ensures to keep the goods subject to retention of title insured against all customary risks. It hereby assigns to us, in advance, its claims against the insurer to compensation for loss or damage to the conditional goods
10.3. With respect to the customer, if the objective requirements which give rise to the duty to make an insolvency application are present, the customer undertakes to refrain from any disposition whatsoever of the conditional goods, regardless of their nature, without having to be specifically requested to refrain from doing so by us. The customer is obliged to provide us immediately with an inventory of the goods subject to retention. In these circumstances, we are also entitled to demand the surrender of these goods.
Payments have to be done latest 14 days net from date of invoice unless otherwise agreed before in writing. Deductions of discount or other deductions reducing the invoice amount are prohibited, if they weren't agreed when placing the order and confirmed by us in written form.
12.1. For delay in payment on the buyer's part we charge the customary overdue fines and default charges.
12.2. In case of delinquency the client undertakes to refund us all costs, charges and cash expenditure incurred because of the delay in payment on the buyer's part. This can be affected through legal action or by handing over to an encashment company.
13. Information of online dispute resolution
The EU commission will place an internet platform for online dispute resolution. This platform shall be a point of contact for extrajudicial settlements of disputes that arise out of online contracts. It can be reached as follows: http://ec.europa.eu/consumers/odr/
14. Place of jurisdiction
For any disputes the competent court is Pforzheim, Germany. We operate exclusively under German law. This applies to all conditions and legal relationship between us and our contract party.
15. Subsidiary agreements
Verbal side agreements are not valid unless they have been agreed in writing.
16. Salvatorious clause
If particular terms of these conditions are void in whole or partially, all remaining conditions will be unaffected and keep valid.