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Terms & Conditions (Sales and Purchase)

Scope of Application

The business relationship between FoodConexi and the contractual party is governed exclusively by the following "General Terms and Conditions" in the version valid at the time the contract is concluded, provided the contractual party is a commercially active person. FoodConexi does not recognise any deviating conditions of the contractual party unless FoodConexi has expressly agreed to their validity in writing.

These Terms and Conditions also apply to future transactions, even if we have not referred to them again explicitly.

The Incoterms shall apply in the version in force at the time the contract is concluded.

A – Sales Conditions

Formation of Contract

All offers are non-binding unless we specify a period of validity.

The purchasing party's order constitutes an offer to FoodConexi to conclude a delivery contract. A delivery contract is only formed once FoodConexi has confirmed the order in writing (order confirmation). No delivery contract is formed for products from the same order that are not listed in the order and dispatch confirmation.

Incorrect or incomplete information provided at the time of ordering is at the purchasing party's expense.

By submitting an order, the purchasing party unconditionally accepts FoodConexi's General Terms and Conditions.

Delivery Conditions

The delivered goods must conform to the details stated in the product specification. Any deviations within the customary industry tolerance shall be deemed accepted by the purchasing party.

Delivery is made to the delivery address specified by the purchasing party. Any costs arising from subsequent changes to the delivery address requested by the purchasing party shall be borne by the purchasing party.

FoodConexi draws attention to the fact that all information regarding availability, dispatch, or delivery of a product represents estimated details and approximate reference values only. They do not constitute binding or guaranteed dispatch or delivery dates unless they are expressly designated as binding in the shipping options for the respective product.

The purchasing party accepts a moderate delay in delivery in exceptional cases. In cases of force majeure, a delay in delivery for an indefinite period shall be deemed agreed.

If, during the processing of an order, we determine that ordered products are unavailable, the purchasing party will be informed promptly and separately in writing.

If FoodConexi is unable to deliver the ordered goods through no fault of its own, FoodConexi is entitled to withdraw from the contract with respect to the purchasing party. In this case, the purchasing party will be informed promptly that the ordered product is not available. The statutory rights of the purchasing party remain unaffected. Any amount already paid will be refunded.

A delay in delivery does not entitle the purchasing party to withdraw from the contract or to assert claims for damages.

Partial deliveries are permissible where they are reasonable or where the purchasing party has not stated otherwise. If a call-off delivery arrangement has been agreed, call-offs must take place within two months of the contract being concluded; thereafter, storage costs shall be borne by the purchasing party unless otherwise agreed.

Transfer of Risk

The risk of accidental loss and accidental deterioration of the sold goods passes to the purchasing party upon handover of the goods by our logistics partner to the purchasing party or to a person designated by them.

If the purchasing party refuses or delays acceptance of the goods, the risk passes to the purchasing party from that point in time.

Upon signature of the delivery note by persons authorised to accept the goods, the delivery shall be deemed accepted.

Prices and Payment Terms

Our prices are quoted exclusive of the applicable statutory value added tax and do not include customs duties, fees, or other transit and import costs.

Invoices are payable within 30 days of the invoice date without deduction, unless otherwise agreed in writing.

The purchasing party is only permitted to withhold payment or to set off claims without our consent if the purchasing party's claim has been acknowledged or has been established by a final court judgment. Assignment to third parties is likewise prohibited.

The purchasing party is obliged to make payment within the stated payment period. The debt is only considered settled once the amount is freely available to us.

In the event of late payment, the purchasing party undertakes to pay default interest of 5% plus the costs of the debt collection agency.

In the event of late payment or if there are grounds to suspect insolvency, the entire outstanding amount may be called due immediately. We further reserve the right to require advance payment for subsequent deliveries. This also applies in the event that insolvency proceedings are opened against the purchasing party.

All payments are applied first to the oldest debt and then in the following order: interest, charges, other recovery costs, principal.

For intra-Community deliveries, we require the VAT identification number of the purchasing party. Any bank charges incurred in connection with transfers from abroad shall be borne entirely by the purchasing party.

Retention of Title

The delivered goods remain the property of FoodConexi until payment has been made in full.

In the event of late payment, FoodConexi is entitled to prohibit the resale of the reserved goods and to arrange for the goods to be collected at the purchasing party's expense.

Complaints

The purchasing party must inspect the goods carefully upon acceptance and report any defects without delay. In particular, transport damage must be reported to the logistics company immediately.

Quality complaints are exempt from this requirement and may be reported without delay upon discovery during use. In order for product complaints to be investigated, the purchasing party must provide all necessary information, in particular the product in question, a detailed description of the cause, the batch number, the best-before date, and the date of production.

Any concessions made to the purchasing party's customers prior to the conclusion of the complaints procedure will not be recognised by us.

Minor defects do not entitle the purchasing party to withdraw from the contract.

Claims for Damages

Claims for damages must be reported in writing without delay. We accept no liability for damage arising from improper handling by the purchasing party. Furthermore, as the party placing the goods on the market, we accept no liability for damage caused by incorrect labelling on the part of the manufacturing company.

FoodConexi is liable in accordance with the Austrian Product Liability Act (PHG). The purchasing party undertakes to assert all claims against our manufacturing companies before making a claim against us. In return, we assign to the purchasing party all warranty claims that we hold against our manufacturing companies.

Packaging Disposal

All packaging is discharged from obligations by the manufacturing company in accordance with the statutory provisions of the destination country. For deliveries to Austria, all packaging is discharged from obligations via Altstoff Recycling Austria (ARA), unless otherwise agreed.

Sanctions Regulations

The purchasing party declares that, at the time of concluding the contract with FoodConexi, it does not appear on any European, Chinese, Japanese, US, or UK sanctions list. As soon as the purchasing party is placed on such a list, FoodConexi is entitled to withdraw from all purchase contracts. The purchasing party may not sell or export the products received from us, either directly or indirectly, to countries where doing so would violate applicable sanctions regulations.

B – Purchase Conditions

Orders

Orders placed by FoodConexi are always made in writing. A valid purchase contract requires an order confirmation from the selling party. The selling party must explicitly draw attention to any deviations in the order confirmation. Prices must equally be confirmed in writing by FoodConexi in advance.

Products

For all products with a best-before date, the remaining shelf life must be observed.

Prices

Purchase prices are understood as net fixed prices, plus statutory value added tax, delivered duty paid (DDP) to the receiving point specified by us, unless otherwise agreed in writing. Any price increase must be communicated by the selling party in writing at least 4 months in advance.

Samples

Samples and the associated information are to be treated as confidential and may not be passed on to third parties or used for any other purpose without our written consent.

Deliveries

For deliveries made DDP, the specified receiving point shall be the place of performance. Agreed delivery dates are binding. Where EXW has been agreed, the goods must be ready for collection by the agreed date. We reserve the right to refuse acceptance of any unscheduled excess quantities delivered. Deliveries prior to the agreed delivery date are not permitted. If delivery is nonetheless made before the agreed date, we are entitled to refuse acceptance of the goods.

If the selling party fails to fulfil its delivery obligations, it shall be liable in accordance with the statutory provisions. Partial deliveries are only permitted with our prior written consent. In addition to any further claims for damages, we are entitled in the event of default by the selling party to demand a contractual penalty of 5% of the net price (delivery value).

Any delays in delivery must be reported immediately, stating the reasons, without prejudice to any claims for damages on our part.

Delivery delays caused by force majeure entitle us to withdraw from the contract without any claims for damages arising for the selling party.

The selling party must send a dispatch confirmation by email on the day of shipment for each delivery, including partial deliveries.

Each delivery, including partial deliveries, must be accompanied by a delivery note in duplicate stating our order number. The selling party must comply with the delivery guidelines transmitted by us. Without our express written consent, the selling party may not transfer any rights under this contract to third parties.

Retention of Title

Ownership of the goods passes to us unconditionally upon acceptance of the delivery, regardless of payment. An extended retention of title by the selling party until full payment of the purchase price is therefore excluded.

Pallet Exchange

We only accept GS1-certified A- and B-quality exchange pallets. Pallet exchange is carried out on a 1:1 basis only.

Packaging Disposal

All packaging must be discharged from obligations by the selling party in accordance with the statutory provisions of the destination country. In Austria, this is to be done via Altstoff Recycling Austria (ARA), unless otherwise agreed.

Payment

Unless otherwise agreed in writing, invoices are settled by us either within 14 days with a 3% early payment discount, or within 30 days without deduction. The payment period only begins after proper acceptance of the goods, submission of the delivery notes, and issuance of the invoice.

In the event of an incorrect delivery, we are entitled to withhold payment proportionate to the value of the discrepancy.

Quality

The selling party guarantees that the delivered goods comply with the food law of the destination country and with the details stated in the product specification.

In addition, the selling party is obliged to notify us in writing of any labelling obligations applicable to the delivered goods in Austria and in the specified destination country.

The selling party is also liable for increased costs and damage to the goods arising after delivery as a result of improper packaging.

Complaints

We report detectable defects or transport damage without delay, at the latest within 10 working days of delivery; hidden defects are reported immediately upon discovery. The costs of justified returns, replacement deliveries, and rectifications are borne by the selling party.

We forward product complaints received from third parties to the selling party without delay upon becoming aware of them; the selling party is thereby in direct contact with the affected party and is responsible for proper handling. The same applies to product recalls.

Supplier Recourse / Claims for Damages

The selling party is liable to us without limitation for damages in accordance with the statutory provisions.

If the selling party is responsible for product damage, it must indemnify us against claims by third parties to the extent that the cause lies within the selling party's sphere of control and organisation and the selling party would itself be liable in external relations. This also applies to liability that is independent of fault, such as liability under the Product Liability Act. For this indemnification, the selling party must provide evidence of adequate insurance coverage. The coverage amount for public and property liability must be at least EUR 5 million per loss event in order to cover liability claims until the expiry of the limitation period.

Our statutory recourse claims within a supply chain are available to us without restriction in addition to warranty claims. We are entitled in particular to demand from the selling party exactly the type of subsequent performance (rectification or replacement delivery) that we owe our own purchasers in the individual case.

Intellectual Property Rights

Where the delivered products are co-branded products, the selling party must confirm to us in writing that it has concluded an officially valid licence agreement with the owners of the brand. In the event of an infringement of such rights of use, we are to be held harmless by the selling party from any and all claims.

The selling party or manufacturing company has no legal claim to our product ideas. Without our consent, our product ideas may not be passed on to or sold to third parties. All rights to the product, including all information and documentation relating to this product development, as well as templates and samples produced by the manufacturing company in accordance with our specifications, pass to us. We reserve the right to register our product ideas with the patent office for protection.

Confidentiality

Both contracting parties undertake to maintain confidentiality regarding the information associated with the order. The business transaction must also be treated as strictly confidential after it has been carried out. The disclosure of information relating to the order requires our written consent.

The obligation of confidentiality must be imposed on the entire supply chain.

Customer Service

For any questions or complaints, our customer service team is available at office@foodconexi.at.

Place of Performance and Jurisdiction

The place of jurisdiction for all disputes is, where permissible, the registered office of FoodConexi. All transactions with FoodConexi are governed by the law of the Republic of Austria, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).

Data Protection

In processing personal data, we strictly comply with all statutory provisions, in particular the requirements of the GDPR.

We expressly draw attention to the fact that one hundred per cent protection of data against access by third parties cannot be guaranteed and we therefore cannot accept any liability for damages arising therefrom.

Further information can be found in our Privacy Policy.

Disclaimer

The disclaimer forms part of our terms and conditions.

Should any provision of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. This applies in particular to contracts already concluded. The invalid clause shall be replaced by the applicable statutory provision.