Confiserie Coppeneur et Compagnon GmbH
General Terms and Conditions of Sale and Delivery

1. General – Scope of Application
a) Our terms and conditions of sale and delivery apply exclusively; we do not recognize any conflicting or deviating terms of the customer unless we have expressly agreed to their applicability in writing. Our terms and conditions likewise apply if we carry out delivery to the customer unconditionally, notwithstanding the customer’s conflicting or deviating terms.
b) Any agreements made between us and the customer after conclusion of contracts under the applicability of these terms must be in writing.

2. Offers and Prices
Our offers are non-binding. Customer orders become binding only when confirmed by us in writing or upon execution. Orders placed via our sales representatives require our written confirmation to be binding. Prices are based on those in our then-current price list plus any applicable VAT.

3. Delivery and Transfer of Risk
a) Shipment is a service provided at the customer’s risk; risk passes to the customer upon dispatch of the goods. The customer may specify on their order whether shipment is to be by parcel carrier, refrigerated freight forwarder, or self-pickup. If no preference is given, we choose the means and route of shipment. Our standard shipping fees (including packaging, transport and handling) are as follows:

• Parcel shipments within Germany are free of charge from a net goods value of €300. Below this amount, a flat fee of €10.50 applies.

• Parcel shipments to Austria are free of charge from a net goods value of €350. Below this amount, a flat fee of €20.00 applies.

• To ensure product quality, we do not ship per parcel service on hot days; any resulting delay does not constitute default in performance, even if a delivery date was requested, agreed or confirmed.

• Refrigerated freight forwarder shipments within Germany are free of charge from a net goods value of €450; below this, a refrigerated-shipping surcharge of €17.50 applies. This method must be explicitly requested by the customer.

• International shipping costs are charged based on actual transport costs.

• Refrigerated shipments to Austria are free of charge from a net goods value of €500; below this, a refrigerated-shipping surcharge of €25.00 applies.

• For self-pickup we waive the packaging and handling fee. Pickup may be made only by authorized persons and by prior written appointment.

• At the customer’s express request and expense, we will cover the delivery with transport insurance.

• If availability gaps prevent full delivery, Coppeneur may deliver in partial quantities; we may at our option either complete delivery at our expense or cancel the undelivered items. Any cancellation will be notified to the customer in writing.

b) Delivery dates or periods promised on a case-by-case basis become binding only upon our written confirmation. They are subject to proper self-supply by our suppliers. On hot days we ship exclusively by refrigerated freight forwarder under the conditions in (a).

c) If the customer defaults on acceptance, we may withdraw from the contract without setting an additional deadline and claim damages for non-performance.

4. Payment
a) Payments are due within 14 days of invoice date without deductions, by bank transfer to the account shown on the invoice or by direct debit. Payments by cheque or bill of exchange incur a handling fee of 3 % of the goods value. If the customer authorizes direct debit of the invoice amount immediately upon delivery, we grant 3 % cash discount. Cash discounts are excluded in the case of special promotions or other price-reducing allowances. Discount entitlement is conditional on the customer having no outstanding payments from prior deliveries at the time of delivery.

b) In case of late payment we are entitled to default interest at the statutory rate (8 percentage points above the European Central Bank base rate). We reserve the right to claim proven higher default damages. In ongoing business relationships, repeated late payment entitles us to refuse further deliveries under unfulfilled contracts.

c) If we become aware of circumstances that cast doubt on the customer’s creditworthiness, we reserve the right to deliver only against prepayment.

d) The customer may offset only undisputed, legally established or acknowledged counterclaims. A right of retention may be exercised only insofar as the counterclaim arises from the same contractual relationship.

5. Warranty and Liability
a) We warrant the flawless quality and condition of the delivered goods only up to the best-before date printed on the packaging, provided the customer furnishes proof of proper storage (constant temperature of 15 – 18 °C, relative humidity approx. 60 %, protected from light, in an odor-neutral and bacteriologically hygienic environment). Claims for damage due to pest infestation during shipment are excluded.

b) The customer must inspect the goods immediately upon receipt for defects, in particular with regard to scope of delivery, packaging or appearance, and notify us without delay, at the latest within three days of delivery. Hidden defects must be reported immediately upon discovery. Damage caused during transport is not our liability. Complaints must specify the batch number, barcode and best-before date, and include a sample of the goods in the original carton.

c) In the event of a justified complaint, we will replace the defective goods. If the replacement delivery fails within a reasonable period, the purchaser may choose to reduce the purchase price or rescind the contract, the latter only if the defect affects a substantial part of the delivery.

d) Returns of disputed goods are accepted only by prior agreement, in suitable transport packaging and in the original carton. Complaints about individual products do not entitle the customer to return the entire delivery.

e) The foregoing provisions exhaustively govern our liability for product defects. Any further liability—on whatever legal basis—is excluded, except to the extent we are mandatorily liable by law, in cases of intent or gross negligence, or for fraudulent concealment of a defect. In the case of culpable breach of essential contractual obligations, our liability is limited to the foreseeable, contract-typical damage, unless caused intentionally or through gross negligence. This limitation also applies to the personal liability of our employees, staff, legal representatives and agents. Claims for damages and warranty claims expire one year after delivery of the goods, unless a longer statutory limitation period applies.

f) Extraordinary events, such as force majeure, war or terrorist acts, epidemics or pandemics, labor disputes or civil unrest, which have unforeseeable effects on performance, release the contracting parties from their obligations for the duration and to the extent of the disturbance, even if they are in default; automatic contract termination does not occur. The parties must notify each other of such impediments and adjust their obligations in good faith to the changed circumstances.

6. Retention of Title
The delivered goods remain our property until full payment. For customers in ongoing business relationships, we retain title until all claims, including future ones, are settled. The customer may resell the reserved goods in the ordinary course of business, provided they duly meet their obligations to us. Otherwise, we are entitled to withdraw from the contract and reclaim the goods, and upon recovery to liquidate them otherwise; if this is not possible—particularly due to expiration of the best-before date—the customer must compensate us for the loss. If repossession is impossible because the reserved goods have been sold on, the customer must remit to us the proceeds of such resale.

7. Place of Performance, Jurisdiction, Applicable Law
Place of performance is Bad Honnef. The exclusive place of jurisdiction is Siegburg, provided the customer is a merchant within the meaning of the German Commercial Code (HGB). German law applies, excluding its conflict-of-laws rules; the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply.

Confiserie Coppeneur et Compagnon GmbH · 53604 Bad Honnef · Germany
Tel.: +49 (0) 22 24 / 90 10 4-0 · Fax: +49 (0) 22 24 / 90 10 4-80 · www.coppeneur.de · info@coppeneur.de