Owner: Sami Mabrouk
These General Terms and Conditions of Sale govern the offer, sale, and delivery of all goods and/or services (the goods and services, whether individually or jointly, hereinafter referred to as “Goods”) by or on behalf of AMMA CUISINE (“Seller”) to the business partner and apply to all similar transactions between the Seller and the business partner.
Any notice or conduct of the business partner confirming an agreement for the delivery of Goods by the Seller, as well as the acceptance of the delivery of Goods by the business partner from the Seller, shall be deemed an unconditional acceptance of these Terms by the business partner.
Any electronic communication between the Seller and the business partner shall be deemed “written” and/or “in writing.” The electronic communication system used by the Seller shall serve as the sole evidence of the content as well as the time of dispatch and receipt of such electronic communications.
In the event of a conflict between the provisions of these Terms and other written contractual agreements, the latter shall prevail.
Offers
Any offer made by the Seller is non-binding and not binding on the Seller, even if it includes a period for acceptance, unless expressly stated otherwise in writing by the Seller.
Orders and Confirmations
Orders shall not be binding until accepted in writing by the Seller (“Seller’s Confirmation”). Price quotations based on estimated or planned quantities are subject to increase if the quantities actually purchased during the specified period are lower than the estimated or planned quantities.
Samples provided to the business partner are for informational purposes only and do not imply any express or implied conditions or warranties of any kind, including quality, description, merchantability, suitability, or fitness for a particular purpose. It is assumed that the business partner has informed itself of such matters prior to ordering the Goods.
Contracts
A contract with the Seller is concluded at the moment the Seller provides written confirmation of acceptance of an order. The scope and content of the contract shall be as stated in the Seller’s written confirmation.
These Terms apply to every contract concluded by the Seller with another party. Any contract or agreement with a contractual value exceeding EUR 50,000 shall only be valid if signed by a member of the Seller’s management. Any contract or agreement with a contractual value below EUR 50,000 may only be validly concluded by an authorized representative of the Seller.
Prices and Payment
Prices and currencies for the Seller’s Goods are stated in the Seller’s Confirmation and shall be interpreted in accordance with Incoterms 2010. Unless otherwise agreed, the Seller’s prices include standard packaging but exclude VAT and any other applicable taxes, duties, fees, or surcharges in any jurisdiction relating to the Goods or their delivery (“Taxes”).
Any Taxes levied in connection with the sale of the Goods shall be borne by the business partner and added to the invoice or invoiced separately by the Seller. The Seller is entitled to increase prices for Goods yet to be delivered, even if the price stated in the Seller’s Confirmation is not designated as a fixed price. The Seller shall inform the business partner of such increases.
Unless otherwise agreed in writing, payment by the business partner must be made upon first presentation against delivery of a complete set of documents, even if the Goods are lost or damaged during transport. If payment upon arrival is agreed, payment must be made immediately upon arrival of the means of transport at the destination.
If arrival occurs on a non-working day, payment shall be made on the first working day following arrival. If the means of transport is lost or delayed due to any event, payment shall be made on the first working day following the day on which the transport would have arrived at the destination according to the latest available information.
The business partner shall in no case be entitled to any discount, set-off, or suspension of any of its obligations.
Price Fluctuations
The Seller is entitled to adjust the purchase price of the Goods before or after conclusion of the contract if there is a change in the Seller’s costs for providing the Goods or part thereof due to reasons beyond the Seller’s control, including but not limited to exchange rate fluctuations or actions by governments or authorities.
Requirements and Warranties
The Seller does not warrant that the Goods are suitable for any particular purpose unless expressly agreed in writing. In such a case, the business partner must expressly state the intended use of the Goods in writing.
Prior to delivery, the business partner must inform the Seller in writing of all (legal) regulations and other requirements applicable to the purpose, location, and circumstances of the Goods. The Seller is only obliged to ensure compliance with requirements expressly agreed upon in writing. No warranties other than those expressly agreed in writing shall apply.
Security
The Seller may require the business partner at any time during the term of the contract to provide security or additional security for payment. If the business partner fails to comply with such request, the Seller may suspend performance of its obligations until the required security is provided.
Third Parties
The Seller may engage third parties to perform the contract. Related costs shall be charged to the business partner on a fair basis.
Customer Credit / Default
The business partner shall automatically be in default if payment or any other obligation is not fulfilled within the agreed time.
Timely payment is essential. In the event of late payment, the Seller may charge interest of 12% per annum, calculated daily from the due date until full settlement, without prejudice to other rights.
All costs incurred by the Seller in collecting outstanding amounts, including reasonable legal fees, expert fees, court costs, and other litigation expenses, shall be borne by the business partner.
Invoice objections must be submitted in writing within 72 hours of the invoice date. If no objection is made within this period, the invoice shall be deemed accepted.
Documentary Letter of Credit
If payment by documentary letter of credit is agreed, the business partner must ensure that the letter of credit is made available to the Seller in a timely manner. Failure to do so places the business partner in default without further notice.
Contract Termination
The Seller reserves the right to terminate the contract with immediate effect if, among others:
(a) contractual obligations are breached;
(b) insolvency is declared or applied for;
(c) payment suspension is requested or granted;
(d) death or guardianship of an individual business partner occurs;
(e) dissolution or liquidation of a legal entity;
(f) merger or takeover;
(g) change of legal form;
(h) material change in business activities.
All claims shall become immediately due. Amendments are valid only if made in writing and accepted by both parties.
Delivery
Unless otherwise stated, delivery dates are non-binding estimates. Partial deliveries are permitted and may be invoiced separately. Delays do not release the business partner from accepting delivery.
For Ex Works deliveries, collection responsibility lies with the business partner, including provision of a suitable vehicle.
Vehicle Requirements
The vehicle must meet the following specifications:
– Loading width at least 2.40 m
– Loading height at least 85 cm or hydraulic lift platform
If not complied with, the Seller may charge a minimum loading fee of EUR 150 or refuse delivery.
Pallet Exchange
Goods are delivered on standardized white EU pallets. Pallets must be exchanged upon loading or returned within 7 days. Failure results in a charge of EUR 15 per pallet.
Liability
The Seller’s liability is limited to either performance of contractual obligations or, at the Seller’s discretion, reimbursement of the agreed amount, capped at 100,000 Special Drawing Rights (SDR).
No liability is assumed for indirect damages, loss of profit, business interruption, or damages caused by third parties. The business partner shall indemnify the Seller against third-party claims unless caused by intentional or gross negligence of the Seller’s management.
Complaints and Claims Management
Defects must be reported in writing within 72 hours of delivery with evidence. Invoices must be contested within 8 days. Failure to do so constitutes acceptance.
Returns require written approval. Claims must be brought before court within 12 months of knowledge of the defect.
Quantity Tolerance
The Seller may deliver quantities deviating by up to ±10%. Invoicing is based on actual delivered quantities.
Moisture Guarantee (Date Sugar & DELIGHT DATE COFFEE)
Maximum moisture content upon delivery: 3%. Complaints must be made within 72 hours. No responsibility after processing or storage by the buyer.
Transfer of Risk and Retention of Title
Risk passes upon delivery. Ownership remains with the Seller until full payment, including ancillary costs. German law applies to retention of title for shipments to Germany.
Force Majeure
Neither party is liable for delays or non-performance due to force majeure events beyond reasonable control. If such events exceed 2 months, either party may terminate without liability.
Applicable Law and Jurisdiction
German law applies, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
Exclusive jurisdiction: Minden-Lübbecke, Germany.
