1. general

(1) Our offers, sales and deliveries are based exclusively on the following terms and conditions. These terms and conditions apply to all present and future business relationships.

(2) By placing the order, the buyer recognizes these terms and conditions as binding. Deviating conditions of the Buyer as well as other changes or additions, such as verbal agreements and agreements with our travelers, representatives, warehouse managers, drivers or other agents, are only binding if they have been separately agreed and confirmed in writing.

(3) In the absence of such an agreement, any conflicting General Terms and Conditions of Purchase of the Buyer shall also be deemed to have been rejected. Digital forms of communication such as e-mails or electronic confirmations shall be deemed equivalent to the written form, provided that they enable a clear assignment.

(4) The latest version of the Terms and Conditions of Sale, Delivery and Payment shall also apply to all future transactions to be concluded with the Buyer.

2nd degree

(1) Our offers, including those of our representatives, are non-binding until our order confirmation or the acceptance of orders regulated below, unless otherwise agreed in writing. Unless otherwise agreed in writing, our offers are valid for 14 working days.

(2) Delivery on the specified date is subject to proper and timely delivery by our suppliers.

(3) Orders addressed to us or to our representatives, travelers, warehouse managers and drivers shall be deemed to have been accepted by us if they are not rejected within 14 days of receipt.

(4) We make the acceptance of offers from customers unknown to us dependent on obtaining information, which may increase the rejection period by a maximum of one week. In the case of contracts with customers unknown to us, we reserve the right to withdraw from the contract, even if the order has been confirmed or delivery has already begun, if the credit information to be obtained is unsatisfactory or if there is reason to consider the fulfillment of the contract by the buyer as doubtful. Claims for compensation of any kind cannot be derived against us from this withdrawal.

(5) Costs incurred due to erroneous or incorrect order placement by the customer shall be borne by the customer, as shall, without exception, all import duties and taxes not levied at the time of conclusion of the contract. Raw material price changes that occur due to official measures such as changes in import duties and changes in the EC sugar price shall be charged by us, provided that corresponding price increases occur at least four weeks before the delivery date.

3rd delivery

(1) In the event of operational disruptions in our plants or in our warehouses due to unforeseeable, unavoidable events, such as strikes, machine damage of any kind, traffic obstructions, official measures, war or force majeure, we expressly reserve the right to withdraw from the contract completely, to make a partial delivery within the scope of the obstruction or to make a subsequent delivery. This shall also apply if we are demonstrably not supplied or only partially supplied by our suppliers with goods intended for the fulfillment of the concluded purchase contract.

(1) Unless expressly agreed otherwise, shipping is carriage paid from a net invoice amount of € 100.

(2) Environmental aspects are taken into account: We prefer environmentally friendly packaging materials.

(3) All additional costs arising from such shipping methods or routes that were not taken into account when the purchase contract was concluded, such as express or express delivery or those caused by subsequently requested partial delivery, shall be borne by the buyer.

5. transfer of risk

The risk is transferred to the buyer when the goods are handed over to a person designated for shipment. This shall also apply if carriage paid delivery has been agreed or if transportation is carried out by our own employees or with our vehicles.

6. complaints

(1) Complaints and objections regarding the number of packages, their weight or possible damage shall only be legally binding if they are certified immediately upon receipt of the delivered goods by the forwarding agent or driver, by the railroad or postal administration and any recourse claims are asserted by the buyer at the same time.

(2) All complaints – in particular with regard to defects in the goods – must be substantiated in detail, stating the customer number, invoice number, invoice date and production number indicated on each package, and a sample of the goods complained about must be sent to us. Complaints must be notified to us in writing no later than 5 days after receipt of the goods.

7. reservation of title

Retention of title in accordance with § 449 BGB (German Civil Code) shall apply to all goods delivered by the supplier until all claims (including all current account balance claims) to which the supplier is entitled against the customer now or in the future have been settled. The customer may dispose of the goods in the ordinary course of business as long as he is not in arrears with payment. Pledges or transfers by way of security are not permitted. The customer hereby assigns to the supplier by way of security all claims arising from the resale of the reserved goods (including all current account balance claims). The customer is revocably authorized to collect the claims assigned to the provider in his own name. The direct debit authorization can be revoked if the customer does not properly meet his payment obligations. In the event of third party access to the reserved goods, the customer shall draw attention to the provider’s ownership and inform the provider immediately. In the event of breach of contract by the customer – in particular default of payment – the provider is entitled to reclaim the reserved goods or to demand compensation for their value. Upon request, the provider shall release the securities provided at his own discretion, insofar as their value exceeds the claims by more than 10%.

8 Price and payment

(1) Unless expressly agreed otherwise, our prices are quoted in € per kilo or liter net, excluding VAT. The customer accepts electronic invoicing.

(2) Terms of payment: Unless otherwise agreed, a payment term of 14 days net shall apply. Deviating terms of payment require our written consent.

(3) Price adjustment clause

Right to adjust prices The supplier is entitled to adjust the agreed prices if the cost factors relevant to the price calculation change significantly after conclusion of the contract. These include, in particular, costs for materials, raw materials, energy, transportation, wages, statutory levies and costs of advance services. Significant changes include in particular

Significant fluctuations on commodity and commodity exchanges

Fundamental changes in procurement costs

Currency fluctuations of more than 3%

Unforeseen regulatory interventions

Requirements for adjustment A price adjustment is only permitted if:

The change was not foreseeable

The adjustment is necessary to maintain the economic balance of the contract

The additional price is in reasonable proportion to the original contract price

Duty to inform In the event of an intended price adjustment, Kessko undertakes to

To inform the customer immediately in writing, at the latest 14 days before the effective date

To explain the reasons for the price adjustment in a transparent and comprehensible manner

To grant the customer a special right of termination

Customer’s right of termination
The customer is entitled to terminate the contract within 14 days of receipt of the price adjustment notification without observing a notice period.

Limit of adjustment A price increase is limited to a maximum of 15% of the original price.

The buyer shall bear all fees, costs and expenses incurred in connection with any successful legal action against him.

9. force majeure/pandemic/supply chain disruptions

(1) Events of force majeure, in particular natural disasters, pandemics or epidemics (including COVID-19), animal diseases, shortages of raw materials, supply chain disruptions, official measures, power failures or labor disputes, shall release the affected party from its performance obligations for the duration and to the extent of their effects.

(2) The affected party shall immediately inform the other party of the occurrence and probable duration of the disruption of performance and take reasonable measures to minimize the damage.

(3) If the event lasts longer than 90 calendar days, both parties are entitled to terminate the contract for good cause with a notice period of 14 days.

10 Product specifications and tolerances

(1) The condition, composition and quality of the delivered goods shall be determined exclusively by the product specifications agreed upon conclusion of the contract.

(2) Deviations in composition, recipe, color, smell, taste, consistency, weight or packaging that are customary in the trade, technically caused or unavoidable for production reasons shall not be considered defects, provided that they do not significantly impair the marketability, food safety and the agreed usability of the goods.

(3) Quantity and weight tolerances of up to ±5% shall be deemed to be in accordance with the contract, unless expressly agreed otherwise in writing.

(4) We reserve the right to make changes to the product specifications due to legal or official requirements, provided that this does not result in a significant deterioration of the goods.

11. best before date

(1) Information on the best-before date (BBD) does not constitute a guarantee of quality or shelf life, but only indicates the period until which the goods will retain their specific properties if stored and handled properly.

(2) Exceeding the best-before date does not in itself constitute a defect in the goods, provided that they are still marketable and food safe.

(3) Claims by the customer due to premature deterioration in quality are excluded insofar as these are attributable to improper storage, further processing, transportation or other influences outside the supplier’s area of responsibility.

12. confidentiality and protection of formulations

(1) All commercial, technical or product-specific information that is not in the public domain, in particular recipes, specifications, prices and manufacturing processes, must be treated confidentially.

(2) This information may only be used for the execution of the respective contract and may not be made accessible to third parties unless there is a legal obligation to disclose it.

(3) The confidentiality obligation shall also apply beyond the termination of the contractual relationship.

13. data protection and digital communication

Customer information is treated confidentially. Electronic communication and data processing are carried out in strict compliance with the GDPR and BDSG.

14. final provision

The invalidity of an individual provision of the above terms and conditions of sale, delivery and payment shall not affect the validity of the remaining provisions and the validity of the delivery contract.

15 Applicable law, place of jurisdiction & severability clause

(1) The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG)

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship is the registered office of the provider.

(3) Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected.

(4) The contractual and business language is German.

Status: 17.12.2025
KESSKO GmbH & Co KG – 53187 Bonn