General Terms and Conditions of Sale of Blausalz Gourmet GmbH

As of 2025

§1 Scope and form

(1) These General Terms and Conditions of Sale (GTC) govern all contracts of Blausalz Gourmet GmbH (Am Billig 1, 53894 Mechernich) for the sale and delivery of goods. (2) We sell exclusively to businesses (as defined in § 14 of the German Civil Code (BGB)), legal entities under public law, or special funds under public law. Consumers and private individuals are excluded from our sales. (3) Unless otherwise agreed, these GTC in their current version also apply to future contracts without us having to refer to them again each time. (4) Deviating or supplementary terms and conditions of the buyer require our express written (or text-based, such as email) consent. Your terms and conditions will not become part of the contract even if we accept or deliver your order with knowledge of your terms and conditions. (5) Individual agreements with the buyer always take precedence over these GTC. However, we must confirm such agreements in writing or text-based. (6) Important declarations by the buyer (e.g., notices of defects, cancellations) must always be made in writing or text-based (letter, email, fax). (7) The language of the contract is German.

§2 Conclusion of Contract

(1) Our product presentations are non-binding and do not constitute an offer. Your order is a binding offer to us, which we may accept within two weeks. (2) Our own offers are also subject to change and non-binding. This also applies to any documentation provided, to which we reserve all rights. An offer submitted by us may be withdrawn at any time until acceptance by the customer. (3) A contract is concluded as soon as we accept your order within two weeks: * by written or electronic (fax, email) confirmation of acceptance, * by making the ordered goods available, or * by requesting payment after your order. (4) If no acceptance occurs within this period, your offer is deemed rejected. (5) We reserve the right to change prices unless a fixed price agreement has been made. This applies to deliveries that take place at least three months after the conclusion of the contract and become necessary due to changes in wage, material, or distribution costs, or tax increases (in particular, value-added tax). (6) Significant changes in the market situation may also lead to price adjustments on our part. If you do not agree, you have the right to withdraw free of charge. (7) Amendments or additions to the contract must be made in writing. (8) Your order data will be stored in accordance with Article 6(1)(b) GDPR. Details on data protection can be found in our privacy policy.

§3 Delivery Terms

(1) Partial deliveries are permitted, provided they are reasonable for you. Shipping costs will only be charged once for multiple partial deliveries. (2) Delivery periods are agreed upon individually or specified upon acceptance of the order. Otherwise, the delivery period is four weeks from the conclusion of the contract. Unless expressly designated as a fixed date (§ 376 German Commercial Code), delivery periods are not binding deadlines. (3) Should we be unable to meet binding delivery deadlines due to force majeure or unavailability beyond our control, we will inform you immediately of the new expected delivery date. If the goods are still unavailable, we are entitled to withdraw from the contract in whole or in part; we will refund any payments already made without delay. (4) If a delivery deadline agreed upon in writing is exceeded, you have the right to grant us a reasonable grace period. If this period expires without delivery, you may withdraw from the contract or claim damages in lieu of performance. A reminder is required in any case.

§4 Transfer of Risk, Acceptance, Default of Acceptance

(1) Delivery and subsequent performance are carried out from our warehouse in 53894 Mechernich, Germany. At the buyer’s request and expense, we will ship the goods to a different destination. Unless otherwise agreed, the choice of shipping route and carrier is at our discretion. (2) The risk of accidental loss or accidental damage to the goods passes to you no later than upon delivery. In the case of mail order purchases, the risk passes to you upon handover to the carrier or the person designated to carry out the shipment. (3) If you are in default of acceptance or if delivery is delayed for reasons attributable to you, we are entitled to claim damages, including additional expenses (e.g., storage costs). For this, we charge a flat rate of EUR 50.00 per calendar day, starting from the delivery deadline or notification of readiness for shipment. (4) Our right to claim higher damages remains unaffected. You are free to prove that we have incurred no damage or significantly less damage.

§5 Prices and Payment Terms

(1) Unless otherwise agreed, our current prices at the time of conclusion of the contract apply, ex works and plus statutory VAT. Any shipping and delivery costs will be shown separately. (2) For deliveries abroad, additional costs (e.g., bank transfer fees, customs duties, import taxes) may be incurred, which are to be borne by you. (3) Unless otherwise agreed, the purchase price is due within 14 days of invoicing and delivery/acceptance of the goods without deductions. However, we are entitled at any time to make deliveries in whole or in part only against prepayment. (4) If the payment deadline is exceeded, you will be in default. The purchase price will then accrue interest at the statutory default interest rate. We reserve the right to claim further damages for default. (5) If it becomes apparent after conclusion of the contract that our payment claim is jeopardized by your lack of solvency, we are entitled to refuse performance and, if necessary, to withdraw from the contract after setting a deadline. (6) The assignment of a claim against us requires our prior written consent. (7) You are not entitled to offset your own claims unless these are legally established or undisputed. Your rights in the event of defects in the delivery remain unaffected. (8) We are entitled to offset our due claims against your claims.

§6 Retention of Title

(1) We retain title to the delivered goods until all our current and future claims arising from the purchase agreement and the business relationship have been paid in full. (2) Goods subject to retention of title may not be pledged or assigned as security before full payment. You must inform us immediately in writing if third parties seize the goods (e.g., attachments) or if insolvency proceedings are initiated against you. (3) In the event of a breach of contract on your part, in particular in the event of non-payment, we are entitled to withdraw from the contract or to demand the return of the goods based on our retention of title. (4) You are entitled, until further notice, to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following applies: * Our retention of title extends to the products resulting from processing to their full value. If processed with third-party goods, we acquire co-ownership in proportion to the invoice values. * You hereby assign to us, as security, all claims against third parties arising from the resale of the goods or products. We accept this assignment. * You remain authorized to collect the receivables alongside us as long as you meet your payment obligations. However, in the event of default or if your ability to pay is jeopardized, we may require you to disclose the assigned receivables and their debtors to us, and we may be permitted to notify you of the assignment. Our right to further sale and processing may be revoked in this case. * If the value of our collateral exceeds our claims by more than 10%, we will release collateral of our choice at your request.

§7 Right of withdrawal

The buyer has no right of withdrawal, as we sell exclusively to businesses. (Note: The statutory right of withdrawal for consumers does not apply here, as we only sell to businesses.)

§8 Buyer’s claims for defects

(1) The statutory provisions regarding liability for defects apply to defects in the purchased goods, unless otherwise specified below. (2) We are generally not liable for defects that were known to you at the time of conclusion of the contract or that were unknown to you due to gross negligence. (3) Your claims for defects are conditional upon your having complied with your statutory obligations to inspect and give notice of defects (Sections 377, 381 of the German Commercial Code). Obvious defects must be reported to us in writing immediately after delivery, and hidden defects immediately after discovery. If you fail to do so, our liability for the defect is excluded. (4) If the goods are defective at the time of the transfer of risk, you are initially only entitled to demand defect-free goods by way of subsequent performance. We will bear the costs of transport and other expenses incurred in providing subsequent performance.

§9 Other Liability

(1) We are not liable for damages caused by simple negligence, unless they involve a breach of essential contractual obligations, injury to life, body or health, or liability under the German Product Liability Act. (2) The aforementioned exclusions and limitations of liability also apply to our employees, agents, and other third parties. (3) If the delivered goods are food products, they must be transported and stored in accordance with the specifications provided. Failure to comply with these specifications will preclude any claims for resulting damages or deterioration.

§10 Statute of Limitations

Claims for defects against us expire within 12 months of delivery of the goods. This excludes claims for injury to life, body or health, as well as claims arising from intentional or grossly negligent breach of duty on our part or on the part of our agents.

§11 Copyrights

We hold the copyright to all images and texts published in connection with our products. Use by the customer is not permitted without our express consent.

§12 Data Protection

The personal data you provide will be stored by us and used exclusively for the provision of the ordered service. All data will be treated confidentially and in accordance with data protection regulations, in particular the GDPR (Art. 6 para. 1 b) GDPR). For more information, please see our privacy policy at https://www.blausalz-shop.de/shop/pages/privacy-po… 

§13 Final Provisions

(1) These General Terms and Conditions and all contracts with us are governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). This also applies to non-contractual claims. (2) The courts in Kreuzwertheim shall have exclusive jurisdiction in the first instance for disputes arising from or in connection with our contracts. (3) Should individual provisions of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected. An invalid provision shall be replaced by a valid provision that most closely approximates the economic purpose of the original provision. (4) We reserve the right to amend these General Terms and Conditions without stating reasons, provided that this is necessary due to changes in performance or the law or technical developments and is reasonable for the customer. 

General Terms and Conditions of Purchase of Blausalz Gourmet GmbH

As of 2025

§1 Scope of application of these terms and conditions

(1) These General Terms and Conditions of Purchase (GTC) form the basis for all business relationships that we, Blausalz Gourmet GmbH (Am Billig 1, 53894 Mechernich), enter into with our partners and suppliers (“Seller”). (2) Important: These GTC apply only if your company is a business as defined by the German Civil Code (BGB) (e.g., a GmbH, KG, or sole proprietorship) or a legal entity under public law. We do not purchase from private individuals . (3) These GTC apply in particular to the purchase of goods, regardless of whether the Seller manufactures them or purchases them. They form the basis for all our contracts – including future ones, unless we make a different individual agreement. (4) Any differing or supplementary terms and conditions of the Seller must be expressly agreed to by us in writing (or in text form, e.g., by email). If we accept deliveries even though we are aware of your terms and conditions, this does not mean that we agree to them. Our employees are not authorized to agree to any differing terms and conditions. (5) References to statutory provisions are for clarification purposes only. The laws apply unless these General Terms and Conditions amend or exclude them. (6) The contract language is German.

§2 How contracts are formed (conclusion of contracts)

(1) Offers you submit to us are non-binding and free of charge. (2) Our order only becomes binding when we submit or confirm it in writing or text form. If we notice any errors or omissions in your order, you must inform us before acceptance. (3) If you do not reject our order within one week, it is deemed accepted. Unconditional delivery of the goods also means that you have accepted the order. (4) We are bound by our offers for one week, unless otherwise agreed. A delayed acceptance by you is considered a new offer, which we would have to accept separately.

§3 Delivery details (terms of service and delivery)

(1) As the seller, you bear the risk of procuring the ordered goods unless we agree otherwise. (2) Deliveries are generally made “carriage paid” to our address: Blausalz Gourmet GmbH, Am Billig 1, 53894 Mechernich, Germany. This is also the place where delivery is deemed to have been completed. (3) You must comply with our respective delivery terms and conditions. (4) Each delivery must be accompanied by a delivery note containing the date, contents (item number, quantity), our order number, and the batch number. If it is missing or incomplete, we are not responsible for any resulting delays in processing and payment. A separate shipping notification with the same information must also be sent. Failure to comply will make you liable for any delays. (5) The risk of loss or damage to the goods passes to us only upon handover to us at the place of performance. If acceptance is agreed upon, this is decisive for the transfer of risk. (6) Partial deliveries are only permitted with prior written agreement; otherwise, we may refuse acceptance. Partial deliveries must always be marked as such in writing. (7) Transport insurance is the responsibility of the seller. (8) If we are in default of acceptance (e.g., because we cannot accept the goods immediately), the statutory provisions apply. However, you must expressly offer us the service.

§4 Delivery times (delivery time)

(1) The delivery time specified in our order is binding . The period begins upon receipt of the order by you. If no delivery time is specified, delivery must be made immediately. You must inform us immediately in writing (or in text form) if you are unable to meet an agreed delivery time. We may refuse earlier deliveries than agreed. If we nevertheless accept them, we may invoice you for any additional costs incurred (e.g., storage costs). (2) If you fail to deliver or fail to deliver on time, you will be in default without further notice. Our rights (in particular, withdrawal and damages) are governed by statutory provisions. (3) In the event of a delay in delivery, we may, in addition to our statutory rights, demand a contractual penalty of 1% of the net price per week of delay , but not exceeding 5% of the net price of the delayed goods. We may also prove higher damages, while you may prove that no damage or lesser damages have been incurred. (4) In the event of a delay, we are entitled, after a reasonable grace period, to have the delivery carried out ourselves or by a third party at your expense. (5) You must inform us immediately in writing if circumstances arise (including force majeure) that prevent us from meeting the delivery deadline. In this case, we may extend the acceptance period or, if our interest in the contract is significantly diminished, withdraw from it in whole or in part and, if applicable, claim damages.

§5 Prices and Payment Terms

(1) The price stated in our order is binding and includes statutory VAT. (2) Unless otherwise agreed, the price includes all your services, ancillary services, and incidental costs (e.g., packaging, transport, insurance). (3) Unless otherwise agreed in writing, we will pay the purchase price: * within 14 days less a 3% discount , * within 30 days less a 2% discount , or * within 60 days net . The period begins on the day of delivery AND receipt of the corresponding invoice. If the invoice arrives before delivery, the delivery date is decisive for the discount period. (4) Statutory regulations apply to any potential payment default. (5) We have the right to offset claims and withhold payments as long as we have claims against you arising from incomplete or defective performance. (6) You have a right of offset or retention only with respect to undisputed or legally established counterclaims. (7) You may only assign your claims to third parties or have them collected by third parties with our written consent. Partial assignments are excluded.

§6 Confidentiality and Ownership (Secrecy and Reservation of Title)

(1) We retain all ownership and copyright rights to documents (images, plans, drawings, etc.) that we provide to you. These may only be used for the contractual purpose and must be returned to us upon termination of the contract. They must also be kept confidential from third parties after termination of the contract, as long as this information is not generally known. (2) The same applies to materials (e.g., software, semi-finished products) as well as tools, samples, and other items that we provide to you for production. You must store these separately at your own expense and insure them adequately against loss and destruction. (3) If we provide you with parts, we retain ownership of them. Their processing serves our interests. If our goods are processed with third-party goods, we acquire co-ownership of the new item in proportion to the value of our goods. (4) We receive immediate, unrestricted ownership of all goods and services supplied by you upon their delivery or acceptance. By delivering the goods, you assure us that you have full power of disposal and that no third-party rights exist. Otherwise, you must expressly inform us.

§7 Quality requirements (quality regulations)

(1) You guarantee that all delivered goods and services comply with our orders, approved samples, relevant standards (DIN, EU), and safety regulations. In particular, you warrant that the delivered goods, if they are food products, comply with the following regulations: * Food: General Regulation (EC) No. 178/2002, German Food and Feed Code (LFGB) (Health Protection), Regulation (EU) No. 1196/2011 (Allergens/Nutritional Values), EC Food Hygiene Regulation (No. 852/2004, LMHV). * Microbiology: According to DGHM Standard 2018. * Contaminants: Regulation (EC) 1881/2006. * Pesticides: Regulation (EC) 396/2005. * Genetic engineering: Regulation (EC) 1829/2003 and (EC) 1830/2003. * Irradiation: No treatment with ionizing radiation, ethylene oxide, or cesium. * Standards: Codex Alimentarius, German Food Code (Guidelines for Spices). * Packaging: Declaration of conformity according to Regulations (EC) No. 1935/2004, 2023/2006, and 10/2011. (2) You must continuously adapt the quality of your products to the latest state of the art and inform us of any improvements. (3) You must install and maintain a current quality assurance system. You must provide us with records of quality checks upon request. (4) You hereby consent to quality audits being carried out by us and/or our customers.

§8 Third-Party Intellectual Property Rights (Intellectual Property Rights)

(1) You guarantee that your deliveries do not infringe any third-party rights (in particular patents, trademarks, copyrights) in Germany and comply with all legal and regulatory requirements, insofar as you, as a specialist company, should have known or been aware of this. (2) Should we be held liable by third parties for such infringements, you must indemnify us against these claims upon our first written request and reimburse all necessary expenses. (3) Your indemnification obligation includes all costs incurred by us as a result of third-party claims.

§9 Withdrawal from the contract

(1) In urgent operational circumstances (e.g., fire, flood, product discontinuation), we are entitled to withdraw from the contract upon payment of a cancellation fee of 5% of the agreed price for the goods not yet delivered. (2) In the event of force majeure (e.g., war, strike, epidemics, pandemics) or other unforeseen, significant operational disruptions, we are also entitled to withdraw from the contract. The same applies if you are unable to meet delivery deadlines due to such events.

§10 Defective Delivery

(1) Our rights in the event of material defects and defects of title (including incorrect or short deliveries) as well as other breaches of duty on your part are governed by the statutory provisions, unless otherwise stipulated herein. (2) You are particularly liable for ensuring that the goods have the agreed quality at the time of the transfer of risk, as specified in the product descriptions or our order. (3) We are not obligated to inspect the goods for defects at the time of conclusion of the contract. Our claims for defects remain unaffected even if the defect remained unknown to us at the time of conclusion of the contract due to gross negligence. (4) Our duty to inspect is limited to obvious defects during incoming goods inspection (e.g., transport damage, incorrect deliveries) or random sampling. There is no duty to inspect upon acceptance. A notice of defects is deemed to be without undue delay if it is sent within 8 calendar days of discovery or delivery. (5) Remedial action also includes the removal and reinstallation of defective goods, provided they have been installed. You bear the costs of inspection and remedial action, even if no defect is found. (6) If you fail to fulfill your obligation to remedy the defect within a reasonable period, we may have the defect remedied ourselves and demand reimbursement of the costs or an advance payment. In urgent cases or if remedying the defect yourself is unreasonable, setting a deadline is not required. (7) In the event of a material or legal defect, we have the right, in accordance with statutory provisions, to reduce the purchase price or withdraw from the contract. We may also claim damages and reimbursement of expenses.

§11 Contractual penalty for defective products

(1) If you culpably deliver defective products to us, you must pay us a contractual penalty, the amount of which we will determine at our reasonable discretion and which may be reviewed by a court in the event of a dispute. (2) This does not affect our right to claim damages.

§12 Supplier recourse (recourse against suppliers)

(1) Our statutory rights of recourse in the supply chain (recourse pursuant to Sections 445a, 445b, 478 of the German Civil Code (BGB)) remain fully in addition to our warranty claims. We can demand from you precisely the type of supplementary performance that we owe our customer. (2) Before we acknowledge or fulfill a warranty claim from our customer, we will inform you and request a written statement. If no statement or an insufficient statement is received, the claim granted by us will be deemed owed. However, you may provide evidence to the contrary. (3) Our supplier recourse claims also apply if the defective goods have been further processed by us or others.

§13 Product Liability

(1) If you are responsible for product damage, you must indemnify us against third-party claims if the cause lies within your sphere of responsibility and you are liable. (2) As part of your indemnification obligation, you must reimburse us for expenses (e.g., for product recalls) incurred by us as a result of third-party claims. We will inform you of recall measures to the extent possible. (3) You must take out and maintain product liability insurance with a coverage amount of at least EUR 10 million for personal injury/property damage and EUR 1 million for financial loss. (4) Our own quality controls do not release you from your obligation to deliver defect-free products. (5) The limitation period for these claims is four years from the date you become aware of the defect, but no longer than 15 years after complete delivery.

§14 Statute of Limitations

(1) Both parties’ claims are subject to the statutory limitation periods, unless otherwise stipulated herein. (2) Notwithstanding the above, the general limitation period for claims based on defects is three years from the transfer of risk. This period also applies to defects of title. (3) These extended limitation periods apply to all contractual claims based on defects. Non-contractual claims for damages are also subject to the regular statutory limitation periods, unless the application of the limitation periods under the law of sales results in a longer limitation period.

§15 Data Protection

(1) You are obligated to comply with all applicable data protection regulations. (2) You must ensure that your employees are aware of their data protection obligations and process personal data only on instruction. You must provide us with proof of this upon request. (3) Our privacy policy and any data processing agreements concluded also apply to data protection and information security.

§16 Law and Jurisdiction (Choice of Law, Jurisdiction and Severability Clause)

(1) These General Terms and Conditions of Purchase and all contracts are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). (2) If you are a merchant, a legal entity under public law, or a special fund under public law, our registered office in Kreuzwertheim is the exclusive place of jurisdiction for all disputes. However, we may also bring legal action at the place of performance of the delivery or at your general place of jurisdiction. (3) Should individual provisions of these General Terms and Conditions of Purchase be or become invalid, the validity of the remaining provisions shall remain unaffected. An invalid provision shall be replaced by a valid provision that comes closest to its intended economic purpose. This also applies to unintentional gaps in these General Terms and Conditions of Purchase. (4) We reserve the right to amend these General Terms and Conditions of Purchase without stating reasons if this is necessary due to changes in performance or the law or technical developments and is reasonable for you.