Terms & Conditions

(1) These General Terms and Conditions of Sale (hereinafter “GTCS”) apply to all sales or deliveries of movable goods (hereinafter “Goods”) and all other services provided by MAGNA sweets GmbH (hereinafter “Seller” or “we”) to its customers (hereinafter “Buyer”), provided the Buyer is an entrepreneur within the meaning of § 14 BGB (German Civil Code), a legal entity under public law, or a

public-law special fund.

They also apply to all future transactions, deliveries and services, even if they are not expressly

referred to again.

(2) These GTCS apply exclusively. Deviating, conflicting or supplementary terms and conditions of the Buyer shall not apply, even if the Seller does not expressly object to them in an individual case. Deviating terms shall only apply if the Seller has expressly agreed to their validity in writing.

(3) Legally relevant declarations and notifications by the Buyer regarding the contract that are made after conclusion of the contract (e.g. setting of deadlines, notices of defects, rescission or reduction) must be provided at least in text form (§ 126b BGB).

(1) Our offers are non-binding and subject to change unless expressly designated as binding.

(2) Orders placed by the Buyer constitute a binding offer to conclude a contract. The Seller may accept this offer within 14 days by issuing an order confirmation.

(3) The contract, including these GTCS, constitutes the entire agreement between the parties. Oral agreements are only binding if expressly confirmed in writing.

(4) Information regarding Goods (e.g. weight, dimensions, ingredients) is approximate unless mandatory statutory requirements (e.g. LMIV) provide otherwise. Such information does not constitute a guaranteed characteristic.

(1) For Buyer-specific Goods, the following provisions apply in addition to the GTCS.

(2) The Buyer shall provide all data required for designs, artwork files or print templates.

(3) The Buyer warrants that it is entitled to use the templates and shall indemnify the Seller against any third-party claims.

(4) The Seller may use the Buyer’s trademarks, logos or other identifiers solely for the purpose of fulfilling the contract.

(5) The Seller may refuse the use of templates that may violate statutory provisions or third-party rights.

(6) Data provided by the Seller may only be used for the respective contract.

(7) Digital data for Buyer-specific Goods will be deleted 12 months after invoicing, unless otherwise agreed. Deletion is carried out in accordance with GDPR requirements.

(8) Delivery will take place after approval of samples or proofs.

(9) Tools remain the property of the Seller, even if the Buyer has partially contributed to their cost.

(10) Tools for special productions will not be used for other customers for two years after invoicing but may be used as samples or for advertising purposes unless the Buyer expressly objects in text form.

(1) Delivery times are ex works and refer to handover to the carrier or freight forwarder; in the case of collection by the Buyer, they refer to handover to the Buyer.

(2) Compliance with delivery times requires that the Buyer duly fulfills its obligations.

(3) Force majeure or unforeseeable events (e.g. strikes, energy shortages, pandemics, delays by suppliers) release the Seller from liability for delay.

(4) In the event of temporary disruptions, delivery periods shall be extended accordingly; in the event of significant hindrance, the Seller may withdraw from the contract.

(5) The occurrence of delivery delay is governed by statutory provisions; a reminder is required.

(1) Delivery is ex works; risk passes to the Buyer upon handover to the carrier or, in the case of collection, to the Buyer.

(2) Upon request and at the Buyer’s expense, shipment to another destination is possible; the Seller determines the shipment method.

(3) Delivery includes packaging unless otherwise agreed.

(4) Partial deliveries are permissible and fulfill the delivery obligation proportionately.

(5) Production-related overruns or shortfalls of ±10% are permissible.

(6) If the Buyer is in default of acceptance or breaches cooperation duties, the Seller may claim damages (0.5% of the net order value per week, up to a maximum of 5%).

(7) Risk of accidental loss passes to the Buyer upon acceptance default.

(8) Transport packaging will not be taken back, except for exchangeable Euro pallets.

(1) The prices stated in the order confirmation are binding.

(2) Prices are in euros, ex works, plus statutory VAT and any applicable customs duties or charges.

(3) Production-related quantity deviations of ±10% may be invoiced.

(4) Design costs and production tools for Buyer-specific Goods will be invoiced separately.

(5) Price adjustments are permitted for delivery periods >30 days; the Buyer may cancel the contract

(6) Invoices are payable within 30 days from the invoice date unless otherwise agreed.

(7) In case of advance payment, delivery periods begin only after receipt of payment.

(8) If the Buyer’s financial reliability becomes doubtful, the Seller may require advance payment.

(9) Payments are deemed made only when the amount is fully available to the Seller.

(10) Set-off and retention rights exist only for undisputed or legally established claims.

(11) If the Buyer’s ability to pay becomes questionable after conclusion of the contract, the Seller may refuse performance or withdraw from the contract.

(1) Goods remain the property of the Seller until full payment of all claims.

(2) The Buyer may not pledge or assign Goods as security; third-party access must be reported immediately.

(3) If the Buyer breaches the contract (especially by non-payment), the Seller may reclaim the Goods or withdraw from the contract.

(4) Resale is permitted; the Buyer assigns the resulting claims to the Seller.

(5) The Buyer must handle Goods subject to retention of title with care and insure them; insurance claims are assigned to the Seller.

(6) If Goods are at risk, the Seller may take possession itself or through agents..

(1) The Buyer is responsible for verifying suitability of the Goods for legally regulated uses (e.g. food).

(2) Natural variations in smell, taste, colour or consistency do not constitute defects.

(3) Minor colour deviations in printing processes are not defects.

(4) Shelf life requires proper storage by the Buyer.

(5) Materials supplied by the Buyer must be free of defects; the Buyer indemnifies the Seller.

(1) Warranty rights follow statutory regulations unless otherwise agreed; recourse claims are excluded for further processing by entrepreneurs.

(2) The agreed condition of the Goods constitutes the basis for warranty.

(3) The Buyer must comply with inspection and notification obligations (§§ 377, 381 HGB).

(4) The Seller may choose between repair or replacement.

(5) The Seller may make subsequent performance dependent on payment; the Buyer may retain a

reasonable part.

(6) The Buyer must allow adequate time and opportunity for subsequent performance.

(7) Costs of examination and subsequent performance are borne by the Seller if a defect exists; otherwise by the Buyer.

(8) Withdrawal or reduction is possible only after repeated failure of subsequent performance; no withdrawal for minor defects.

(9) Claims for damages are governed exclusively by § 10.

(1) Liability is based on statutory provisions unless otherwise regulated.

(2) The Seller is liable for intent and gross negligence. For simple negligence, liability exists only for injury to life, body or health, or for breach of essential contractual obligations (limited to foreseeable typical damage).

(3) Limitations also apply to legal representatives and vicarious agents.

(4) The Buyer may withdraw or terminate only if the Seller is responsible; free termination rights are excluded.

(1) We are certified under EU Regulation 2018/848 and authorised to process and distribute organic products.

(2) The Buyer must also be certified under these regulations to market organic products. Without valid certification, the Buyer may not market the products as “organic”.

(3) Proof of certification must be provided upon request.

(4) The Buyer indemnifies the Seller for claims arising from improper certification or distribution.

(1) The Buyer must immediately inform the Seller of consumer complaints, negative test results or regulatory objections.

(2) The Buyer must provide detailed information regarding a potential withdrawal or recall and name contact persons.

(3) Decisions regarding withdrawal or recall are made exclusively by the Seller.

(4) If the Goods have been processed by the Buyer, coordination must take place prior to any recall; external communication requires written approval.

(5) Costs are assumed only with prior written consent of the Seller.

(1) Confidential information of the Seller must be kept confidential during and after the contract term

(2) Documents must be returned or deleted after use or termination; backups are excluded.



§ 14 DATA PROTECTION

The privacy policy of MAGNA sweets GmbH applies.

(1) Place of performance is Moorenweis unless otherwise agreed.

(2) German law applies, excluding CISG (UN Sales Convention).

(3) Exclusive place of jurisdiction for all disputes is the court of the Seller’s registered office.

(4) If any provision is invalid, the remainder remains effective; statutory law or a substitute provision applies