GTCs

1. Scope of application

These General Terms and Conditions of Business and Delivery (hereinafter referred to as GTCBD) shall apply exclusively to the business relations between TSI Consumer Goods GmbH (hereinafter referred to as TSI) and the Customer, unless expressly agreed otherwise in writing. TSI agrees with the Customer upon conclusion of the contract that these GTCSD shall also apply to subsequent orders under the agreed contract, even if this is not expressly agreed again. Any terms and conditions of the Customer that deviate from these GTCSD are not binding on TSI. Any conflicting terms and conditions of purchase and business of the customer are hereby expressly rejected.

2. Conclusion of contract

Offers from TSI are non-binding unless expressly stated otherwise. The contract is concluded upon written confirmation of the order by TSI, at the latest upon delivery of the goods. TSI’s order confirmation is decisive for the content of the contract unless the Customer expressly and immediately objects to it after receipt. Verbal collateral agreements shall only become binding upon written confirmation by the management or an authorized signatory of TSI.

3. Prices and terms of payment

Prices are quoted net plus the applicable statutory value added tax, unless expressly agreed otherwise in writing. TSI’s claims are due for payment immediately and without deduction – net cash – upon delivery of the goods. The Customer shall be in default of payment if it does not make payment within 10 days of the due date and receipt of an invoice, but no later than 30 days after receipt of the delivery. An earlier default of payment on the basis of statutory provisions shall remain unaffected. Notwithstanding any provision of the customer to the contrary, payments shall be offset against the oldest claim of TSI. Bills of exchange and checks will only be accepted on account of performance free of costs and charges for TSI after special written agreement. The date of receipt of payment by TSI or the date of the bank credit note shall be decisive for the date of payment or settlement. The Customer may only offset such counterclaims or exercise a right of retention in respect of such claims that have been recognized by TSI or have been legally established. If it becomes apparent after conclusion of the contract that TSI’s claim to counter-performance is jeopardized by the Customer’s inability to pay, TSI is entitled to make delivery and performance dependent on advance payment or the provision of security. If the advance payment or security is not provided within a reasonable grace period set by TSI, TSI may withdraw from the contract.

4. delivery

Performance deadlines and delivery dates are subject to timely delivery to TSI. TSI is not responsible for non-delivery, delays in delivery or damage due to force majeure or similar circumstances arising after conclusion of the contract that cannot be influenced by TSI, such as war, strikes, environmental disasters, pandemics, lockouts, etc. TSI is not responsible for such circumstances. In these or comparable cases, the delivery period shall be extended by the duration of the hindrance, plus a reasonable start-up period, but for no longer than 6 months. After expiry of this period, both parties are entitled to withdraw from the contract. The same applies if one party suffers considerable disadvantages due to the delay. Deliveries – including partial deliveries – shall always be made at the expense and risk of the customer. The risk is transferred to the customer when the goods are dispatched. This shall apply even if, in exceptional cases, carriage paid delivery has been agreed. If the goods are to be collected by the customer, the risk shall pass to the customer upon notification that the goods are ready for collection. Exchange pallets must be made available in the appropriate amount upon delivery or collection. Otherwise 23.00 EURO will be charged for each pallet delivered. TSI is entitled to partial performance to a reasonable extent if the partial performance can be used by the Customer within the scope of the contractual purpose, the delivery of the remaining part of the ordered goods by TSI to the Customer is ensured and the Customer does not incur any significant additional work or additional costs as a result, unless TSI agrees to bear the additional costs. If TSI defaults on delivery, the Customer is entitled to set TSI a reasonable grace period in writing, which must generally be 4 weeks, unless the setting of a grace period is not required by law or the Customer cannot reasonably be expected to accept a grace period of 4 weeks. If this grace period expires without result, the Customer may withdraw from the contract or demand compensation instead of performance in accordance with clause 7 of these GTCSD. If TSI is not responsible for the delay in performance, the right of withdrawal and claims for damages are excluded.

5. Retention of title

The goods shall remain the property of TSI until full payment has been made by the customer. If the delivered goods are processed, mixed or combined to form a new uniform item, TSI shall be entitled to co-ownership of the new item in the ratio of the invoice value of the delivered goods to the value of the new item (in case of doubt, the usual invoice value). The purchaser is entitled to sell the goods subject to retention of title in the ordinary course of business as long as he is not in default, insolvency proceedings have not been applied for against his assets or he is not obliged to apply for insolvency proceedings. The Customer is only permitted to pledge the goods, assign them as security or transfer their use to third parties with TSI’s prior written consent. Upon conclusion of the contract, the customer assigns to TSI all claims and ancillary rights to which it is entitled from the resale of the goods. If TSI is only entitled to a co-ownership share, the claim shall be assigned in the proportion corresponding to the co-ownership share. TSI accepts the assignment. TSI revocably authorizes the Customer to collect the claims assigned by it to TSI in its own name on behalf of TSI. TSI is entitled to demand the return of the reserved goods in the event of breach of contract by the customer, in particular in the event of default of payment, without this being associated with a withdrawal from the contract. The customer is obliged to expressly point out TSI’s ownership in the event of access by third parties to the reserved goods and to inform TSI immediately and provide all information and documents necessary for an intervention. The customer shall be liable for the costs incurred for the revocation of the seizure, in particular by filing a third party action against seizure, insofar as they cannot be obtained from the pursuing creditor.

6. Rights of the customer in the event of defects in the delivered goods

Warranty rights are excluded if the customer does not notify us in writing of recognizable defects immediately after receipt of the goods, but at the latest within 5 days. Non-recognizable defects must be reported in writing immediately after discovery. Receipts of receipt issued by the customer to the carrier regarding the scope of the delivery received shall also work in TSI’s favor, but not to TSI’s detriment. In the event of material defects, TSI reserves the right to provide warranty by means of a full or partial replacement delivery. The Customer shall only be entitled to withdraw from the contract or reduce the purchase price if a deadline set by the Customer in writing for the replacement delivery, which must generally be 4 weeks, has expired, unless the setting of a deadline is not required by law or the Customer cannot reasonably be expected to accept a grace period of 4 weeks. Claims for damages shall only exist in accordance with clause 7 of these GTCSD. Claims of the customer for material defects shall become time-barred one year after delivery of the goods to the customer. Excluded from this are claims for defects by consumers as well as claims for damages due to injury to life, limb or health and/or claims for damages due to grossly negligent or intentionally caused damage by TSI. In this respect, the statutory limitation periods shall apply. The customer’s rights of recourse in accordance with § 478 BGB remain unaffected unless the customer is granted equivalent compensation.

7. limitation of liability clause

TSI is liable for breaches of duty in the event of intent and gross negligence as well as in the event of a breach of a material contractual obligation where the achievement of the purpose of the contract is jeopardized (cardinal obligation), even in the event of simple negligence. “Material contractual obligations” are those contractual obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance by TSI the customer regularly relies and may also rely. Otherwise, claims for damages are excluded. This limitation of liability does not apply if TSI has given a guarantee or assumed the procurement risk, nor does it apply to damages that are to be compensated under the Product Liability Act or to damages to life, body or health. If TSI is liable due to simple or gross negligence, the liability is limited to the damage that TSI could typically expect to occur according to the circumstances known at the time the contract was concluded. If TSI is liable due to simple negligence or gross negligence on the part of employees or agents who are not directors or officers, TSI is also not liable for indirect damages, consequential damages or loss of profit. Insofar as TSI’s liability is excluded or limited by this provision, this also applies to the personal liability of TSI’s employees or freelancers.

8. Applicable law, place of performance, place of jurisdiction

The law of the Federal Republic of Germany applies to the exclusion of private international law (IPR) and the Vienna Sales Convention (CISG). The place of jurisdiction for all obligations arising from transactions conducted on the basis of these GTCSD is Hamburg.

9. severability clause

Should individual provisions of these GTCSD be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions.

Download GTCS here as PDF.

1. Conclusion of contract, formal requirements
All legal relationships between the Supplier and TSI Consumer Goods GmbH (hereinafter referred to as TSI) are governed exclusively by the following General Terms and Conditions of Purchase (hereinafter referred to as GTCP) of TSI. The Supplier’s terms and conditions and deviating agreements shall only apply if TSI has acknowledged them in writing. Neither silence nor the acceptance of the service or its payment by TSI shall be deemed as acknowledgement. The supply contract and any amendments, ancillary agreements, declarations regarding its termination and other declarations and notifications must be made in text form within the meaning of Section 126b of the German Civil Code (BGB), unless otherwise stipulated in these GPC.

2. Delivery, shipment
Deliveries are made “free warehouse” to the storage location specified by TSI, unless otherwise specified, including packaging and preservation. Shipment shall be at the Supplier’s risk and expense. The Supplier is not entitled to make partial deliveries unless TSI has expressly agreed to a partial delivery in writing in each individual case following a prior request to this effect by the Supplier.

3. delivery periods, delays in delivery
Agreed dates and deadlines are binding. The receipt of the goods by TSI or by a recipient specified by TSI is decisive for compliance with the delivery date or delivery period. The Supplier must notify TSI immediately in writing of any recognizable delay in its performance, stating the reasons and the expected duration of the delay. If the Supplier fails to provide the aforementioned written notification, TSI is entitled to demand a contractual penalty from the Supplier. This shall amount to 0.5% of the net order amount for each omitted notification. The Supplier can only invoke causes of delay for which it is not responsible if it has complied with the notification obligation. If the Supplier is in default with the delivery, TSI is entitled to demand a contractual penalty from the Supplier. This penalty shall amount to 0.5% of the net order value for each commenced week of delay, up to a maximum of 5% of the net order value. The agreement of the contractual penalty or its assertion shall not affect the statutory claims to which TSI is entitled due to delay. Any contractual penalties paid shall be offset against claims for damages. The contractual penalty may be claimed by TSI until the goods delivered late have been paid for.

4. quality, acceptance
The Supplier guarantees that the goods comply with the agreed qualities. The following minimum requirements must be complied with for all goods to be delivered by the Supplier to TSI: – The applicable food law regulations and in particular the principles of food hygiene must be observed. The current version of the Food Hygiene Regulation (Regulation (EC) 852/2004) applies as a basis. – The composition and declaration of each product must comply with the applicable legal regulations, such as the German Food and Feed Act (LFGB), applicable (EC / EU) regulations, in particular the Food Information Regulation (Regulation (EU) No. 1169/2011), the respective implementing regulations, DIN/ISO standards and other food law standards/recommendations in their current versions. – Analytical methods according to § 64 LFGB must be used to determine analytical parameters. – Allergens contained in the products and possible cross-contamination must be fully communicated in advance and properly declared. The legal basis in this respect shall be the relevant current German and international regulations in their respective current versions. – In particular, the supplier also guarantees that the goods supplied by it do not contain any genetically modified organisms (GMOs) in accordance with the Regulation on genetically modified food and feed (Regulation (EC) No. 1829/2003) and that GMOs are not used in the manufacturing process. This also applies to all raw materials used, including additives and flavorings. – The supplier must take preventive protective measures to safeguard the production facility (food defense) against possible deliberate manipulation (physical, chemical or biological contamination, sabotage, espionage). – If a product supply agreement is concluded, the Supplier must provide a certificate of analysis from an independent, accredited laboratory for each product that confirms the marketability of the product for the German/European market. TSI has the right to commission a laboratory in its own name and on behalf of the Supplier at any time. TSI will inform the Supplier in advance of the commissioning of the laboratory. Due to the agreed product specification, TSI will only carry out an incoming goods inspection to the extent of a minimum inspection with regard to externally recognizable damage and deviations in identity and quantity recognizable on the basis of the delivery note.
deviations in identity and quantity. TSI will immediately give notice of any defects that become apparent. In addition, TSI will give notice of hidden defects without delay as soon as they are discovered in the ordinary course of business. In this respect, the Supplier waives the objection of delayed notification of defects. If defects are discovered, TSI is entitled to return the defective goods at the Supplier’s expense after a reasonable period for collection of the goods has expired without result. In the event of significant quality defects or product recalls, TSI reserves the right to charge a flat-rate administrative fee of up to €500.00.

5. Prices, terms of payment
The agreed prices are fixed prices. Unless otherwise agreed, payment shall be made within 14 days with a 3% discount or within 45 days without deduction. The period shall commence upon receipt of the performance owed by the supplier in accordance with the contract and a proper and verifiable invoice. In the case of acceptance of early deliveries, the period begins at the earliest with the agreed delivery date and with receipt of a proper and verifiable invoice. The choice of means of payment is left to TSI.

6. Prohibition of assignment
The Supplier is not entitled to assign claims to which it is entitled against TSI or to have them collected by third parties. The regulation of §354a HGB remains unaffected by this.

7. Warranty, guarantee
If the delivery item is defective, TSI’s claims shall be governed by the statutory provisions, unless otherwise stated in the following provisions. The Supplier shall be responsible for all claims asserted by third parties for personal injury or property damage attributable to a defective product supplied by the Supplier. He is obliged to indemnify TSI against any liability resulting from this. If TSI is obliged to carry out a recall campaign against third parties due to a defective product supplied by the Supplier, the Supplier shall bear all costs associated with the recall campaign. In the event of a recall, TSI reserves the right to charge a flat-rate administrative fee of up to EUR 500.00 per recall and EUR 50.00 per retail store supplied to the TSI customer. Unless otherwise stipulated by law, the Supplier is liable for defects that occur within 36 months of receipt of the delivery by TSI or of acceptance (if such is stipulated by law or contract). In the event of subsequent performance, this period shall be extended by the time during which the delivery item cannot be used in accordance with the contract. The same deadlines apply to subsequent performance. The limitation period for claims due to defects in the delivered goods shall expire at the earliest 2 months after the end customer’s claims have been fulfilled. This suspension of expiry ends at the latest 5 years after delivery to TSI. The Supplier is obliged to maintain sufficient insurance cover for the duration of the supply relationship, in particular for all risks listed in clause 6. The Supplier must provide proof of this at TSI’s request.

8. self-remedy by TSI
After informing the Supplier, TSI may carry out the subsequent performance itself or have it carried out by third parties if there is a case of particular urgency. Particular urgency exists if the Supplier cannot carry out the subsequent performance itself after setting a deadline for immediate subsequent performance and it is not possible and not reasonable for TSI to have the subsequent performance carried out by the Supplier, taking into account the circumstances of the respective individual case, in particular to prevent unusually high damages or to maintain TSI’s ability to deliver to its customers. Any costs incurred as a result shall be borne by the Supplier.

9. damage to reputation and withdrawal of goods
The Supplier undertakes to do everything in its power and to refrain from doing nothing to prevent damage to the reputation and business of TSI and/or its customers. In particular, the Supplier undertakes to take back at its own expense goods whose actual marketability has been reduced due to information from the authorities and/or media reports or whose further sale could damage the good reputation of TSI and/or the Customer, waiving the purchase price or reimbursing the purchase price already paid. This does not apply if TSI is responsible for the reduced marketability or suitability for damaging the reputation or if TSI was aware of this when the contract was concluded. When assessing the question of whether there is reduced marketability or suitability for damage to reputation, the decisive factor is whether the high level of trust placed by the end customer in the goods offered by TSI customers and their satisfaction with the goods could be impaired.

10. Provision of materials
Materials, parts, containers, packaging or similar provided by TSI (provisions) remain the property of TSI. In the event of processing, combining or mixing of provided materials, TSI shall acquire co-ownership of the new product in the ratio of the value of the provided material to the value of the overall product. The Supplier has no right of retention, for whatever reason, to the materials provided. Provided materials may not be made accessible to third parties and may not be used for purposes other than those agreed.

11. Third party rights
The Supplier is liable for ensuring that the delivery of the goods does not infringe the rights of third parties, i.e. in particular property rights, distribution connections or industrial property rights of any kind, such as patents, trademarks, utility models, registered designs, copyrights, etc. In the event of culpable infringement, the Supplier shall indemnify TSI against all third-party claims.

12. Confidentiality
The Supplier shall treat the information provided to it by TSI as confidential, shall not make it accessible to third parties (including subcontractors and companies affiliated with the Supplier) without TSI’s written consent and shall not use it for purposes other than those specified by TSI. TSI reserves ownership and all other rights (e.g. copyrights) to the information provided by TSI. In the event of a culpable breach of this obligation, a contractual penalty of €10,000 will be payable immediately for each case of culpable infringement. The supplier reserves the right to have the appropriateness of the contractual penalty determined by a court. Any contractual penalties paid shall be offset against claims for damages.

13. Miscellaneous
The place of performance for deliveries and services is the destination specified by TSI. The contractual relationship shall be governed by German law with the exception of the conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction is Hamburg, but TSI is entitled to sue the Supplier at another competent court if necessary. Should any provision of these GPC be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions.

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