1. Scope and amendment of the terms and conditions of business
1.1 The following purchasing conditions apply to all legal transactions between the livestock trade Josef Venneker, owner Albert Venneker e.K. (hereinafter referred to as “Venneker”) and the seller. They also apply to all future business relations – until the inclusion of updated terms and conditions of purchase – even if they are not expressly agreed again. Deviating conditions of the seller, which Venneker does not expressly accept in writing, are not binding, even if Venneker does not expressly contradict them. The invalidity of individual conditions does not affect the validity of the remaining conditions. The same applies if individual conditions do not become part of the contract.
1.2 The following terms and conditions of purchase shall also apply if Venneker accepts the goods without reservation in the knowledge of contrary or deviating terms and conditions of the seller.
1.3 The Seller shall be notified in writing of any changes to these Terms and Conditions of Purchase. They shall be deemed approved if the Seller does not object in text form. Venneker will draw the seller’s attention to this consequence when making the announcement. The seller must send the objection to Venneker within six weeks after notification of the changes.
2. conclusion of a contract
If contracts with entrepreneurs are concluded subject to written or telex confirmation, the content of Venneker’s letter of confirmation shall prevail unless the recipient objects immediately. Venneker will specifically point out this consequence to consumers in the letter of confirmation.
3. delivery
3.1 Venneker uses the livestock sold in its own name and for its own account. Venneker can freely dispose of the animals within the scope of the contractually agreed purpose and on its own responsibility.
3.2 Venneker is entitled to choose another type of exploitation after its decision.
3.3 The seller must make the livestock intended for recycling available on the farm in an empty (sober) feed condition in compliance with the animal welfare regulations, unless otherwise agreed.
3.4 The Seller shall comply with the legal requirements concerning the identification and declaration of the delivered livestock. The relevant documents (e.g. animal passport) shall be duly produced by the seller.
4. slaughter cattle
4.1 Only animals for which a slaughter permit has been issued and which have been assessed as free of objections on the basis of food hygiene regulations following an ante-mortem inspection shall be accepted for slaughter.
4.2 The risk of destruction or damage is transferred to Venneker in the slaughter cattle area from the seller’s loading ramp.
4.3 The Seller shall bear the costs arising from the slaughter and disposal of the following animals, unless public authorities are responsible for such costs:
a. Animals with externally visible defects or hidden defects known and unknown to the Seller (e.g. authority, internal fever, hermaphrodite, erysipelas, mange, paralysis, plague, pig leukosis and epidemics of all kinds).
b. Animals which are delivered for special slaughter or on suspicion of disease and which were refused a slaughter permit following ante-mortem inspection in accordance with food hygiene regulations.
c. Slaughter pigs with a carcass weight of less than 80 kg.
d. Animals which have been found unfit for slaughter following official post-mortem inspection.
The slaughter order/disposal order given to Venneker shall be deemed to have been given in the name and for the account of the seller.
4.4 The slaughtered animals delivered must be free of active substances not permitted under food law. No
prohibited or unauthorised substances must have been administered and the withdrawal periods laid down must have been complied with after the use of authorised pharmacologically active substances. Only animals intended for slaughter whose meat does not contain residues or levels of substances in excess of the established maximum levels or assessment values or levels which, according to scientific knowledge, do not present a health risk will be delivered.
4.5 If the slaughtered animals are objected to on the basis of official or legally prescribed sample tests, the Seller shall be liable for all damages arising therefrom in accordance with the statutory provisions. Venneker has the right to discard the carcasses in the event of a meat inspection complaint without prior notification to the seller. The seller acknowledges the results of the officially or legally prescribed sample tests.
4.6 The weighing, classification, identification and evaluation of carcasses as well as the slaughter and cutting of the animals are carried out in accordance with the applicable legal regulations.
4.7 The settlement for the delivered slaughtered animals is based on slaughter weight and slaughter value on the basis of the release by the statutory meat inspection and in accordance with the applicable statutory regulations.
4.8 Price discounts for reduced revenues due to defects (cracks, concealed damage, parasites, operations) are possible.
4.9 Unless otherwise agreed, Venneker’s rights and claims shall be governed by the statutory provisions. Venneker is entitled to statutory warranty claims without restrictions.
5. livestock and breeding cattle
5.1 The risk of destruction or damage passes to Venneker in the livestock and breeding livestock sector at the time of handover or, in the case of auctions, at the time of the knockdown.
5.2 The livestock and breeding livestock supplied shall have
a. have normal health, breeding ability and freedom from disease,
b. to be free from e.g. internal brittleness, hermaphroditis, anallesia, prolapse of the uterus, udder fourth loss,
c. come from a herd officially recognised as healthy,
d. to have no defects known to the Seller which substantially impair the possibility of use.
5.3 Unless otherwise agreed, Venneker’s rights and claims shall be governed by the statutory provisions. Venneker is entitled to statutory warranty claims without restrictions.
6. current account
6.1 All mutual claims arising from the business relationship can, insofar as this is agreed separately, be placed in a current account for which the provisions of §§ 355 ff. of the German Civil Code (BGB) apply. HGB shall apply.
6.2 On the current account, Venneker’s receivables bear interest at 8 percentage points above the base rate.
7. liability
7.1 Claims for damages of the seller, no matter on what legal grounds, in particular due to breach of duties from the obligation and from unauthorized action, are excluded.
7.2 This shall not apply insofar as liability is mandatory by law, in particular in cases of fraudulent intent, intent and gross negligence, injury to life, limb or health, the assumption of a guarantee, e.g. for the existence of a characteristic, the breach of essential contractual obligations or liability under the Product Liability Act.
7.3 Claims for damages due to negligent violation of essential contractual obligations are limited to the foreseeable damage typical for the contract.
7.4 Insofar as liability is excluded or limited, this also applies to the personal liability of the employees, representatives or vicarious agents of Venneker.
7.5 A change in the burden of proof to the disadvantage of the seller is not associated with the above provisions.
8. Offset/Retention
8.1 Venneker can offset its claims against claims of the seller at any time. The seller can only set off such
counterclaims that are not disputed by Venneker or have been legally established.
8.2 The seller cannot exercise a right of retention which is not based on the same contractual relationship. If the seller is an entrepreneur, he can only assert a right of retention due to an undisputed or legally established claim.
9. data protection
9.1 The Venneker in the context of the business relationship data are stored according to federal data protection. The seller’s name and address will be passed on to third parties as proof of origin.
9.2 The seller agrees to the passing on of data of veterinary examinations by the officially appointed veterinarians to Venneker and to the collection, processing, use and transmission of data in accordance with the provisions on beef labelling.
10. Place of performance/jurisdiction/applicable law
10.1 The registered office of Venneker is the place of performance for both parties if the seller is a merchant or if he is a legal entity under public law or a special fund under public law or if his place of residence is outside the Federal Republic of Germany.
10.2 If the seller is a merchant or if he is a legal entity under public law or a special fund under public law, Venneker’s registered office shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. However, Venneker is entitled to sue the seller before the court where the seller has his registered office.
10.3 The contract language is German. Declarations made and contracts concluded on the basis of these Terms and Conditions shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the Convention on Contracts for the International Sale of Goods (CISG). Livestock trade Josef Venneker, owner Albert Venneker e.K.
Status April 2012
General conditions of sale
1. scope of application and amendment of the terms and conditions of business
1.1 The following conditions of sale apply to all legal transactions between the livestock trade Josef
Venneker, owner Albert Venneker e.K. (hereinafter referred to as “Venneker”) and the contractual partner (entrepreneur and consumer). They also apply to all future business relationships – until the inclusion of updated terms and conditions of sale – even if they are not expressly agreed again. Deviating terms and conditions of the contractual partner, which Venneker does not expressly accept in writing, are nonbinding, even if Venneker does not expressly contradict them. The invalidity of individual conditions does not affect the validity of the remaining conditions. The same applies if individual conditions do not become part of the contract.
1.2 The following terms and conditions of sale shall also apply if Venneker accepts the order of the contracting party in the knowledge of conflicting or deviating terms and conditions of the contractingparty.
1.3 Insofar as Venneker and the contracting party have effectively concluded deviating individual agreements with respect to a contract which conflict with the following provisions, these shall take precedence over the terms and conditions of sale.
1.4 Changes to these Terms and Conditions of Sale shall be notified to the contracting party in writing. They shall be deemed approved unless the contracting party objects in writing. Venneker will draw the customer’s attention to this consequence when making the announcement. The contracting party must send the objection to Venneker within six weeks after notification of the changes.
2. conclusion of contract
If contracts with entrepreneurs are concluded subject to written or telex confirmation, the content of Venneker’s letter of confirmation shall prevail unless the recipient objects immediately. Venneker will specifically point out this consequence to consumers in the letter of confirmation.
3. delivery
3.1 Delivery shall be made as soon as possible, unless a specific delivery period or delivery date has been agreed. Great heat, frost or danger of frost shall release the Purchaser from the obligation to comply with the delivery period or delivery date until suitable weather conditions occur. Venneker shall inform the contracting party immediately of the occurrence of such events.
3.2 Venneker is also entitled to render partial services if this is reasonable for the contracting party. If delivery on call has been agreed, the contracting party shall call for delivery within a reasonable period of time.
3.3 If the delivery is impossible or excessively difficult due to force majeure, official measures, shutdown of operations, strike, extreme weather conditions or similar circumstances – also at Venneker’s suppliers – within the meaning of § 275 para. 2 BGB (German Civil Code), Venneker shall be released from its obligation to deliver for the duration of the hindrance and its aftereffect. This also entitles Venneker to withdraw from the contract if and to the extent that adherence to the contract is no longer reasonable. In the event of non-delivery or insufficient delivery to Venneker by the sub-supplier, Venneker shall be released in whole or in part from its delivery obligations to entrepreneurs. This shall only apply if Venneker has taken the necessary precautions to fulfil its obligation to perform and has carefully selected its suppliers. In this case, Venneker undertakes to assign its claims against the supplier to the entrepreneur upon request. In this case, the entrepreneur shall remain obliged to provide consideration in accordance with § 326 para. 3 BGB (German Civil Code). Venneker will immediately inform the entrepreneur about the occurrence of the above-mentioned events and the non-availability and, in case of withdrawal, will immediately refund the consideration of the entrepreneur.
3.4 Transport cost increases and tariff changes can be added to the fee by Venneker if the delivery takes place later than four months after conclusion of the contract.
3.5 Risk and liability for purchased live animals shall pass to the contracting party upon delivery, at auctions upon knock-down. In the case of agreed “slaughter marketing”, risk and liability shall pass to the contracting party after completion of the weighing of the slaughter place and approval by the statutory meat inspection.
3.6 Dispatch – also within the same place of dispatch – shall be at the expense of the contracting party, unless the goods are transported by Venneker vehicles. If the goods are dispatched to an entrepreneur – also from a third place – the entrepreneur bears the risk, this also applies to freight-free delivery. Venneker shall choose the mode of shipment unless the contracting party has given special instructions. At the request of the contracting party, Venneker shall take out transport insurance to the extent desired by the contracting party at its own expense.
3.7 A delivery agreed with the Contractor requires an access road or delivery point that is passable by heavy goods vehicles and unaffected by the weather. If the delivery vehicle leaves the drivable access road at the instruction of the contractor, the latter shall be liable for any damage incurred. Costs incurred due to the impassability of the delivery road shall be borne by the contractor in his capacity as buyer. If the delivery point is not occupied on delivery so that receipt of the delivery cannot be acknowledged, the time and place of delivery shall be documented by the driver by signing the delivery note.
4. notices of defects
4.1 Complaints due to obviously defective or obviously deviating properties of the goods or due to delivery of goods which are obviously different from those ordered can only be asserted by the entrepreneur immediately, at the latest within 24 hours after receipt of the goods or after the defect has become obvious.
4.2 The Contractor must inspect the goods immediately upon receipt for material defects, e.g. quantity, quality, condition and is obliged to note obvious defects on the receipt. Otherwise, § 377 HGB (German Commercial Code) shall apply in relation to entrepreneurs. Damages during transport do not entitle Venneker to refuse acceptance.
4.3 In the case of consumable goods, notices of defects only entitle the entrepreneur to a reduction of the purchase price. In the case of goods other than consumable goods, notices of defects shall only entitle the Company to demand subsequent performance; if such performance cannot be achieved within a reasonable period of time or is impossible due to the nature of the goods, the Company shall have the option of withdrawing from the contract or reducing the purchase price. The provisions of § 478 BGB remain unaffected.
5. claims for defects
5.1 Venneker is liable for defect claims, except in the cases of § 438 para. 1 no. 2 BGB and § 634 a para. 1 no. 2 BGB, one year. For consumers, this period applies only to the sale of used, movable property/ animals. Liability towards entrepreneurs for claims based on defects in used goods/animals is excluded. Venneker is only liable to entrepreneurs for public statements, in particular advertising, which was used for own purposes or included in detail in the contract.
5.2 The provision under the preceding Clause 5.1 shall not apply to claims for damages; Clause 11 (Liability) shall apply to these claims.
6. payment
6.1 Unless otherwise agreed, payment for goods and services supplied by Venneker shall be made without any deduction within 14 days of delivery. The timeliness of the payment depends on the receipt of the money.
6.2 Payment by bill of exchange shall only be permitted if expressly agreed and shall only be deemed to have been made on account of payment. Discount charges, bill tax and collection charges shall be born by the contractual partner. They are due immediately. Bills of exchange and cheques shall not be deemed payment until they have been honoured and shall be accepted without any obligation to present them in due time and to protest.
6.3 The contracting party may only offset Venneker’s claims against an undisputed or legally established counterclaim. The contracting party can only assert a right of retention if it is based on the same legal relationship. If the contractual partner is an entrepreneur, he can only assert a right of retention on the basis of an undisputed or legally established claim.
7. current account
7.1 All mutual claims arising from the business relationship can, insofar as this is agreed separately, be placed in a current account for which the provisions of §§ 355 ff. of the German Civil Code (BGB) apply. HGB shall apply.
7.2 Venneker’s claims on the current account shall bear interest at 8 percentage points above the base interest rate.
7.3 Venneker may demand immediate payment of all claims and may make deliveries dependent on advance payment or the provision of security if there is a significant deterioration in the financial situation or income of the contracting party or if there is a significant financial threat to the contracting party.
8. price fixing
If no other agreements have been made, Venneker is entitled to determine the price at its own discretion.
9. service disruptions
9.1 The purchase price shall become due immediately if the contracting party finally refuses payment of the purchase price. The same legal consequence occurs if the contractual partner is in arrears with an amount exceeding one instalment in the case of agreed instalment payments and if the amount in arrears amounts to at least 10% of the total purchase price. Venneker may, in the event of a final refusal to pay the purchase price, refuse performance of the purchase contract even without setting a grace period and demand reimbursement of all costs, expenses and compensation for depreciation.
9.1 During the period of default, the consumer shall pay interest on arrears at a rate of 5 percentage
points above the respective base interest rate and the entrepreneur at a rate of 8 percentage points above the respective base interest rate. The right to claim further damages is reserved, as is the possibility of demanding higher interest for another legal reason. Venneker can demand advance payments, partial advance payments or handover of cash payment, as well as the payment of all claims in case of deterioration of the financial situation.
9.3 In the event of default of acceptance by the contracting party, Venneker may store the goods at the contracting party’s expense and risk at its premises or at the premises of a third party or utilize them in a suitable manner for the contracting party’s account, without any notice of termination being required.
10. retention of title
10.1 Venneker retains title to the goods delivered by or on behalf of Venneker, including but not limited to animals and their possible offspring, until full payment of the purchase price and all claims which Venneker has or will have against the contracting party from the business relations with the contracting party. Venneker is entitled to withdraw from the contract after setting a reasonable period of time if the contracting party is in breach of contract, in particular if the contracting party is in default of payment. The contractual partner stores the goods for Venneker.
10.2 If the reserved goods are inseparably mixed, blended or combined with other goods, Venneker shall acquire co-ownership of the uniform object in proportion to the value of its reserved goods in relation to the value of the goods mixed with them at the time of mixing, blending or combining.
10.3 The contractual partner is obliged to inform Venneker immediately of any attachments or other impairments of the reserved property.
10.4 If the contractual partner as tenant of an agricultural property has pledged his inventory in accordance with the provisions of the Pachtkreditgesetz, the animals delivered by Venneker under retention of title shall be listed in the pledge agreement or in a supplement, stating their characteristic features, and they shall be excluded from the pledge. This agreement to be made by the lessee with the pledgee must be deposited with the competent local court. Venneker must be informed of this immediately.
10.5 The contracting party shall, at Venneker’s request, insure the goods belonging to Venneker to a reasonable extent against the usual risks at its own expense (that of the contracting party) and assign the insurance claims to Venneker. Venneker is entitled to pay the insurance premiums at the expense of the contracting party.
10.6 The contracting party shall only be entitled to resell the goods, including those produced by mixing, blending, combining, processing or processing, within the scope of its normal business operations. He is not entitled to dispose of these goods in any other way, in particular to pledge them or assign them as security.
10.7 The contracting party hereby assigns to Venneker, who accepts the assignment, all claims arising from the resale, the goods subject to retention of title or the goods manufactured from such goods by treatment or processing. The same shall apply to other claims which take the place of the reserved goods or otherwise arise with regard to the reserved goods. Of the claims arising from the sale of goods in which Venneker has acquired co-ownership by mixing, blending or combining, the contracting party hereby assigns to Venneker, who accepts the assignment, a first-priority partial amount corresponding to Venneker’s co-ownership share in the sold goods. If the contracting party sells goods owned or co owned by Venneker together with other goods not belonging to Venneker at a total price, the contracting party hereby assigns to Venneker a first-ranking partial amount of this total claim corresponding to the share of the reserved goods, which accepts the assignment.
10.8 Subject to revocation at any time, the contracting party is authorized to collect the assigned claims from the resale. Venneker may revoke this direct debit authorization at any time if the contracting party fails to meet its payment obligations, is in arrears with payments, has filed for insolvency or has suspended payments or been subject to execution measures by third parties. Upon Venneker’s request, he shall name the debtors of the assigned claims to Venneker, notify them of the assignment or hand over the notifications of assignment to Venneker. As long as the contracting party meets its payment obligations, Venneker will not disclose the assignment. If the realizable value of the securities existing for Venneker exceeds the secured claims by more than 10% in total, Venneker is obliged to release securities of Venneker’s choice at the request of the contracting party.
11. liability
11.1 Claims for damages of the contractual partner, regardless of the legal basis, in particular due to breach of duties arising from the contractual obligation and tort, are excluded.
11.2 This shall not apply where liability is mandatory by law, in particular in cases of malice, intent and gross negligence, injury to life, limb or health, assumption of a guarantee for the existence of a characteristic, breach of essential contractual obligations or liability under the Product Liability Act.
11.3 Claims for damages due to negligent violation of essential contractual obligations are limited to the foreseeable damage typical for the contract.
11.4 Insofar as liability is excluded or limited, this also applies to the personal liability of Venneker’s employees, representatives and vicarious agents.
11.5 A change in the burden of proof to the disadvantage of the contracting party is not associated with the above provisions.
12. place of performance/jurisdiction/applicable law
12.1 Venneker’s registered office shall be the place of performance for both parties if the contracting party is a merchant or if it is a legal entity under public law or a special fund under public law or if its place or residence is outside the Federal Republic of Germany.
12.2 If the contracting party is a merchant or if it is a legal entity under public law or a special fund under public law, Venneker’s registered office shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. However, Venneker is entitled to sue the contracting party before the court where the contracting party has its registered office.
12.3 The contract language shall be German. Declarations made and contracts concluded on the basis of these Terms and Conditions shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the Convention on Contracts for the International Sale of Goods (CISG).
Livestock trade Josef Venneker, owner Albert Venneker e.K.
Status April 2012