Mantos International Food
Rufen Sie uns an : +49 (0)3691 889 6710 Fax : +49 (0)3691 889 6730

Entire agreement

1) These Terms and Conditions will apply to the purchase of the goods detailed in our quotation by the buyer from Mantos International Food GmbH a company registered in the Federal Republic of Germany under number Trier HRB 21842whose registered office is at D-54497 Morbach, Germany

2) These Terms and Conditions will be deemed to have been accepted by the buyer when he/she accepts them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between the seller and buyer.

3) These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between the buyer and seller, to the exclusion of any other terms that the buyer tries to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

4) A “business day” means any day other than a Saturday, Sunday or bank holiday in Germany.

5) The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.

6)Words imparting the singular number include the plural and vice-versa.

Goods

7) The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation,the buyer acknowledges that he/she have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.

8) The seller can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.

Price

9) The price of the Goods is set out in our quotation current at the date of the buyer’s order or such other price as the seller may agree in writing.

10) If the cost of the Goods to the seller increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.

11) Any increase in the Price under the clause above will only take place after we have told the buyer about it.

12) The buyer may be entitled to discounts. Any and all discounts will be at the seller’s discretion.

13) The Price is of fees for packaging and transportation / delivery.

14) The Price is of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Cancellation and alteration

15) Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.

16) The quotation (including any non-standard price negotiated in accordance with the clause on Price (above)) is valid only from the date shown in it unless expressly withdrawn by the seller at an earlier time.

17) Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.

Payment

18) We will invoice you for the Price either: a) on or at any time after delivery of the Goods; or b) where the Goods are to be collected by the buyer or where the buyer wrongfully does not take delivery of the Goods, at any time after the seller has notified the buyer that the Goods are ready for collection or we have tried to deliver them.

19) The buyer must pay the Price within the pre-agree payment terms of our invoice or otherwise according to any credit terms agreed between us.

20) You must make payment even if delivery has not taken place and / or that the title in the Goods has not passed to you.

21) Time for payment will be of the essence of the Contract between the seller and buyer.

22) All payments must be made as agreed in writing between us.

23) Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

Delivery

24) We will arrange for the delivery of the Goods to the address specified in the quotation, or the buyer’s order or to another location we agree in writing.

25) If the buyer does not specify a delivery address or if we both agree, the buyer must collect the Goods from our premises.

26) Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.

27) If the buyer does not take delivery of the Goods the seller may, at the seller’s discretion and without prejudice to any other rights:

  1. store or arrange for the storage of the Goods and will charge the buyer for all associated costs and expenses including, but not limited to, transportation, storage and insurance and / or
  2. make arrangements for the redelivery of the Goods and will charge the buyer for the costs of such redelivery; and/or
  3. after 10 business days, resell or otherwise dispose of part or all of the Goods and charge the buyer for any shortfall below the price of the Goods.

28) If redelivery is not possible as set out above, the buyer must collect the Goods from the seller’s premises and will be notified of this. We can charge the buyer for all associated costs including, but not limited to, storage and insurance.

29) Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The seller will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond the seller’s control or the buyer’s failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

30) We can deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle the buyer to cancel any other instalment.

Inspection and acceptance of Goods

31)The buyer must inspect the Goods on delivery or collection.

32) If the buyer identifies any damages or shortages, he/she must inform us in writingwithin3 days of delivery, providing details.

33) Other than by agreement, the seller will only accept returned Goods if the selleris satisfied that those Goods are defective and if required, have carried out an inspection.

34) Subject to the buyer’s compliance with this clause and/or our agreement, the buyer may return the Goods and the seller will, as appropriate, repair, or replace, or refund the Goods or part of them.

35) The seller will be under no liability or further obligation in relation to the Goods if:

  1. if the buyer fails to provide notice as set above; and/or;
  2. the buyer makes any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
  3. the defect arises because the buyer did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
  4. the defect arises from normal wear and tear of the Goods; and/or
  5. the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by the buyer, your employees or agents or any third parties.

36) The buyer bears the risk and cost of returning the Goods.

37) Acceptance of the Goods will be deemed to be upon inspection of them by the buyer and in any event within 4 days after delivery

Risk and title

38) The risk in the Goods will pass to the buyer on completion of delivery.

39) Title to the Goods will not pass to the buyer until the seller has received payment in full (in cash or cleared funds) for:

  1. the Goods and/or
  2. any other goods or services that the seller has supplied to the buyer in respect of which payment has become due.

40) Until title to the Goods has passed to the buyer, you must

  1. hold the Goods on a fiduciary basis as our bailee; and/or
  2. store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or
  3. keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

41) As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy the seller may have, the seller can at any time ask the buyer to deliver up the Goods and, if the buyer fails to do so promptly, enter any of the buyer’spremises or of any third party where the Goods are stored in order to recover them.

Termination

24) We will arrange for the delivery of the Goods to the address specified in the quotation, or the buyer’s order or to another location we agree in writing.

25) If the buyer does not specify a delivery address or if we both agree, the buyer must collect the Goods from our premises.

26) Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.

27) If the buyer does not take delivery of the Goods the seller may, at the seller’s discretion and without prejudice to any other rights:

  1. store or arrange for the storage of the Goods and will charge the buyer for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or
  2. make arrangements for the redelivery of the Goods and will charge the buyer for the costs of such redelivery; and/or
  3. after 10 business days, resell or otherwise dispose of part or all of the Goods and charge the buyer for any shortfall below the price of the Goods.

28) If redelivery is not possible as set out above, the buyer must collect the Goods from the seller’s premises and will be notified of this. We can charge the buyer for all associated costs including, but not limited to, storage and insurance.

29) Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The seller will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond the seller’s control or the buyer’s failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

30) We can deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle the buyer to cancel any other instalment.

Limitation of liability

43) The seller’s liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.

44) Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

45) If the seller does not deliver the Goods, then seller’s liability is limited, subject to the clause below, to the costs and expenses incurred by the buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

46) The seller’s total liability will not, in any circumstances, exceed the total amount of the Price payable by the buyer.

47) The seller will not be liable (whether caused by his/her employees, agents or otherwise) in connection with the Goods, for:

  1. any indirect, special or consequential loss, damage, costs, or expenses; and/or
  2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; and/or
  3. any failure to perform any of the seller’s obligations if such delay or failure is due to any cause beyond his/her reasonable control; and/or
  4. any losses caused directly or indirectly by any failure or breach by the buyer in relation to the buyer’s obligations; and/or
  5. any loss relating to the choice of the Goods and how they will meet the buyer’s purpose or the use by the buyer of the Goods supplied.

48) The exclusions of liability contained within this clause will not exclude or limit the seller’s liability for death or personal injury caused by the seller’s negligence; or for any matter for which it would be illegal for the seller to exclude or limit his/her liability; and for fraud or fraudulent misrepresentation.

Communications

49) All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

50) Notices will be deemed to have been duly given:
  1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
  2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
  3. on the fifth business day following mailing, if mailed by national ordinary mail; or
  4. on the tenth business day following mailing, if mailed by airmail.

51) All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

Data protection (*)

52) When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer.

53) The parties agree that where such processing of personal data takes place, the Buyer shall be 'data controller' and the Seller shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

54) For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.

55) The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods as mentioned in these terms and conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.

56) The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict "need-to-know" basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.

57) The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller's approach to data protection are specified in its Data Protection Policy, which can be sent out to you. For any enquiries or complaints regarding data privacy, you can contact at the following e-mail address: info@mantos.de

No Waiver

59) No waiver by the seller of any breach of these Terms and Conditions by the buyer shall be considered as a waiver of any subsequent breach of the same or any other provision..

Severance

60) If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

61) This Agreement shall be governed by and interpreted according to the law of Germany and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the German courts.

62) This agreement is subject to German law, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 (CISG) and the German conflict of laws. Both parties agree to the exclusive jurisdiction of the place of jurisdiction at the registered office of MANTOS. MANTOS has the right to sue at the court having jurisdiction over the buyer, or at any other court that may have jurisdiction over the place of fulfilment of the liability.

Addendum:

(*) These Terms and Conditions have been updated on the 3rd of April 2018 to comply with the new laws (GDPR)which will become a requirement on the 25th of May 2018 within the EU.