General Terms & Conditions
Crown of the Palm UG (haftungsbeschränkt) · Effective: [TO BE FILLED]
Note: Please have a German lawyer review before publishing.
1. Scope
These T&Cs apply to all contracts between Crown of the Palm UG ("Supplier") and its business customers ("Customer") for the supply of Medjool dates and related services. They apply exclusively to entrepreneurs (§ 14 BGB), legal entities under public law and special funds under public law. Sales to consumers are not made. Conflicting or deviating terms of the Customer shall not become part of the contract unless the Supplier expressly agrees to them in writing.
2. Offer and conclusion of contract
Offers by the Supplier are non-binding unless expressly marked as binding. Orders by the Customer constitute a binding offer, which the Supplier may accept within 14 working days. The contract is concluded upon the Supplier's written order confirmation or upon delivery of the goods.
3. Specifications and quality
The Supplier's written product specification at the time of order confirmation (grade, size, moisture content, packaging) is binding. Natural variation in color, size and texture typical of an agricultural harvest does not constitute a defect. The Supplier complies with applicable EU food law, in particular Regulations (EC) No 178/2002 and No 852/2004.
4. Prices and payment
All prices are in Euro, net of statutory VAT (where applicable), based on the agreed Incoterms 2020 clause. Payment terms, unless otherwise agreed in writing, are 30 % on order confirmation, 70 % against shipping documents. Late payment triggers interest at 9 percentage points above the German base rate (§ 288 (2) BGB) and a flat fee of EUR 40 (§ 288 (5) BGB).
5. Delivery and transfer of risk
Deliveries are made on the basis of the agreed Incoterms 2020 clause (typically FCA Amman, FOB Aqaba or CIF destination port). Delivery dates are binding only when agreed as such in writing. Events of force majeure — including crop failure, harvest delay, weather damage, port closures, official orders, war, embargoes or pandemics — extend the delivery period accordingly.
6. Retention of title
Title remains with the Supplier until full payment of the purchase price and all outstanding claims from the business relationship.
7. Notice of defects and warranty
The Customer shall inspect the goods immediately upon delivery (§ 377 HGB). Obvious defects must be notified in writing within 7 days of delivery, hidden defects within 7 days of discovery. In case of justified notice of defects, the Supplier shall, at its option, perform supplementary delivery or grant a price reduction. Claims for damages are excluded except in cases of intent, gross negligence, or breach of fundamental contractual obligations.
8. Liability
The Supplier is unlimitedly liable for intent and gross negligence and under the Product Liability Act. For simple negligence, liability is limited to breach of fundamental contractual obligations (cardinal duties), capped at the typical foreseeable damage. Liability for death, bodily injury or damage to health remains unaffected.
9. Confidentiality
Both parties shall treat all confidential information obtained in the course of the business relationship — in particular prices, conditions and specifications — as confidential.
10. Final provisions
German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Jurisdiction for all disputes is Lörrach, Germany, provided the Customer is a merchant, legal entity under public law or special fund under public law. Should any provision be invalid, the remaining provisions shall remain in force.