General Terms & Conditions of Middle East Fish

1. General
1.1. Deviations from these conditions of sale and delivery, especially the application of the purchaser's conditions for supply, must be agreed expressly by us in writing.
1.2. All offers are subject to change. Orders shall be binding for us only if we confirm them or supply the purchaser with the goods requested.
1.3. We are entitled to assign claims arising from our business relationships. All contractual relationships are bound by the laws of the Federal Republic of Germany only, especially the German Civil Code (BGB) and Commercial Code (HGB).
1.4 All orders are subject exclusively to Middle East Fish's conditions of sale and delivery, to which customers agree when placing orders. This also applies to subsequent orders, even if no specific reference is made to them, once these conditions are received by the customer together with our order confirmation. Should an order be placed under different conditions, Middle East Fish's conditions of sale and delivery shall still apply exclusively, even if we do not object formally. Deviations therefrom thus apply only if they are expressly acknowledged by us in writing.

2. Delivery
2.1. Except where agreed otherwise, deliveries shall be made from Incoterms 2000 (ICC official rules).
2.2. Delivery shall be undertaken at the agreed CFR/CPT price.

3. Payment
3.1. Payment is due in full upon receipt of the invoice. Special conditions may be agreed on a case-by-case basis and must be set down in writing.
3.2. Should the customer fail to settle invoices within the required timeframe, all outstanding claims shall be due for immediate payment. In the event of late payment, Middle East Fish shall be entitled to charge interest at the usual banking debit rate, but at least 8 percentage points above the European Central Bank base lending rate. This shall not affect the company's rights to press for further compensation.
3.3. All obligations must be settled exclusively by payment onto the account of Allgemeine Kredit Coface Finanz GmbH, Isaac-Fulda-Allee 7, D-55124 Mainz/Germany, to whom we have transferred the rights in respect to all current and future claims arising from our business relationship. We have also assigned this institution our retention of title.

4. Retention of title
4.1. Sold goods shall remain our property until all claims arising out of the business relations with the purchaser have been settled in full. The purchaser may use goods purchased for normal business purposes.
4.2. By way of security, the purchaser agrees in advance to waive all rights to demands on third-parties arising from the resale of purchased goods. However, he is entitled to collect such debts in order to settle his dues to us until this is revoked or ceases to apply. The purchaser shall have no other entitlements during this time, particular to pawn goods or transfer ownership thereof by means of a security.
4.3. The retention of title is limited in that ownership of the goods passes to the purchaser once the relevant claim has been settled in full. Should the value of collateral securities exceed our claims by more than 20 percent, we shall upon the purchaser's request release securities of our choosing equal in value to the surplus.

5. Guarantees
5.1. All information about the suitability, fabrication or use of our products is given to the best of our knowledge. However, this does not relieve the purchaser of the responsibility to check and verify products himself.
5.2. The purchaser is obliged to check all supplied goods carefully upon receipt for damage, faults or missing elements, and report these immediately, where necessary. If he fails to do so, the goods shall be considered accepted as is.
5.3. Complaints shall be considered only if they are registered in writing and accompanied by relevant receipts within 24 hours in the case of fresh smoked goods or within 2 days in the case of products needing refrigeration or other goods.

6. Compensation
6.1. Within the legal constraints, our liability to pay compensation for whatever reason shall be limited to the value of the invoice for the goods directly associated with the damage inflicted. This shall not apply in cases of malicious intent or gross negligence, where we are legally obliged to have unlimited liability.

7. Place of performance and jurisdiction
7.1. The place of performance for payment purposes is Berlin. All contractual relations are covered by German law. The court of jurisdiction is that in Berlin, Potsdam or Mainz.
7.2. Should individual clauses in these Terms & Conditions or a delivery contract concluded with the customer prove invalid, this shall not affect the validity of the remaining clauses. The invalid clause shall be replaced by a clause that comes closest to the intention of the invalid clause for the Parties' business relations.

© 2004 by Middle East Fish