General terms and conditions

The following terms and conditions apply to all contracts with Profümed – hereinafter referred to as profümed – even if profümed does not expressly refer to them in future. All previous terms and conditions are hereby superseded.

Any differing general terms and conditions of the buyer that have not been expressly acknowledged in writing by profümed shall not be valid, even if profümed has not expressly objected to them.

Quotations from profümed are valid for one month from the quotation date. If no order is placed by that date, profümed is no longer bound by the quotation.

Oral agreements become binding only upon written confirmation by profümed. Ancillary agreements and amendments to the contract also require written confirmation.

Contracts concluded with profümed are governed by German law in all cases, including deliveries abroad.

Unless otherwise agreed, we make the goods available for loading ex works. Risk passes to the buyer during loading. The buyer transports the goods at their own expense. Different delivery terms may be agreed, with Incoterms applying to costs and the allocation of risk.

If profümed pallets are used for transport, the buyer must exchange them for pallets of the same quality and quantity from its own stock. Otherwise, the buyer must pay compensation; EURO pallets that are not exchanged will be invoiced.

If profümed fails to meet a firmly agreed delivery date for reasons for which it is responsible, the buyer is entitled to withdraw from the contract after a reasonable additional period has expired without delivery. Compensation for loss caused by delay and damages for non-performance may only be claimed if the failure to meet the delivery deadline was due to intent or gross negligence.

Cases of force majeure, operational and transport disruptions, shortages or rationing of raw materials or other resources essential for production, industrial disputes or official orders that disrupt or prevent the manufacture or delivery of the goods and cannot be remedied by reasonable measures shall release profümed from its delivery obligation for as long as the disruption continues. This shall not apply if the disruption is due to gross negligence or wilful misconduct on the part of profümed.

Obvious defects in the goods must be reported to profümed in writing immediately, and no later than 3 days after handover or delivery. Hidden defects must be reported in writing without delay upon discovery. Defects reported later cannot be considered.

At its discretion, profümed shall repair or replace defective goods. If profümed has not supplied a replacement or carried out repairs within a reasonable period, or if the repaired or replacement goods are again defective, the buyer shall be entitled to demand a reduction in the purchase price or rescission of the contract. All other claims are excluded. This provision does not apply to sales of consumer goods.

Goods sold without defects may only be returned with the express prior consent of profümed. Unless otherwise agreed, profümed only accepts returns carriage paid and issues a credit at the net prices valid at the time of return, up to a maximum of the purchase price paid by the buyer.

profümed is liable only for damage caused intentionally or through gross negligence by profümed or any of its agents engaged in performing its obligations. This does not apply to liability for damage resulting from death, personal injury or harm to health.

Liability for unforeseeable losses is excluded. profümed shall not be liable for indirect and/or consequential losses unless these were caused by gross negligence or wilful misconduct.

The liability of profümed is limited to the cover provided by its business liability insurance. The buyer may request proof of insurance if required. The above liability provisions apply to both contractual and non-contractual claims. Liability under the German Product Liability Act remains unaffected.

The goods remain the property of profümed until all claims arising from the business relationship have been paid in full, including ancillary claims, claims for damages and the honouring of cheques and bills of exchange. Retention of title also remains in force if individual claims are included in a current account and the balance is calculated and acknowledged.

Goods subject to retention of title are processed on behalf of profümed. If goods subject to retention of title are processed together with other items not owned by profümed, profümed shall acquire co-ownership of the new item in proportion to the invoice value of the goods subject to retention of title relative to the other items processed.

The buyer’s right to sell goods subject to retention of title in the ordinary course of business ends upon revocation by profümed following a sustained deterioration in the buyer’s financial position, but no later than suspension of payments or the filing for or opening of insolvency proceedings.

The buyer hereby assigns to profümed the receivables, together with all ancillary rights, arising from the resale of goods subject to retention of title, including any balance claims; profümed accepts this assignment. As long as the buyer meets its payment obligations, it is authorised to collect the assigned receivables.

On request, the buyer must provide profümed with a detailed list of the receivables to which the buyer is entitled, stating the names and addresses of customers, the amount of each receivable and the invoice date, and provide all information necessary to enforce these claims.

If the value of the security exceeds the claims of profümed by more than 20%, profümed shall release security of its choice at the buyer’s request. Pledging or transferring by way of security the goods subject to retention of title or the assigned claims is not permitted; profümed must be notified immediately of any attachment, specifying the attaching creditor.

If profümed repossesses the goods supplied under retention of title, this constitutes withdrawal from the contract only if profümed expressly declares it. The buyer shall store the goods subject to retention of title free of charge and insure them to the customary extent against usual risks such as fire, theft and water damage.

Prices are calculated according to our generally applicable price list on the date of dispatch, unless a different price was individually agreed when the contract was concluded.

The invoice amount is payable in full within 20 days of the invoice date. Incoming payments may be offset against outstanding claims at the discretion of profümed.

profümed reserves the right to require advance payment, payment on delivery or cash payment if a significant deterioration in the customer’s financial circumstances subsequently becomes known.

Withholding payments or setting off any counterclaims is excluded unless the counterclaim is undisputed or has been established by a final court judgment. The payment obligation is only fulfilled when payment is received in the relevant profümed account.

In the event of payment after the due date, profümed shall be entitled to charge default interest at 5 percentage points above the base interest rate. For legal transactions in which no consumer is involved, the interest rate on payment claims shall be 8 percentage points above the base interest rate. In all other respects, the statutory provisions of § 288 II, IV BGB remain unaffected.

The place of jurisdiction, including for claims relating to cheques and bills of exchange, is the company’s registered office.

profümed is entitled to store, process and transmit internally data relating to goods and payment transactions.

Should any individual provisions of these terms of sale and delivery be invalid, this shall not affect the validity of the remaining terms or the contract as a whole. The parties must replace invalid provisions with valid provisions that come as close as possible to their economic purpose.