© 2026 NFS, Natural Filling Solutions. All rights reserved.
Scope, conclusion of contract, delivery, payment and further provisions governing the business relationship with Natural Filling Solutions GmbH. The German version is legally binding; this English version is a convenience translation.
Natural Filling Solutions GmbH
Warftstraße 1C, 19303 Dömitz
Local court Schwerin: HRB 15540
VAT ID: DE46147753
Natural Filling Solutions GmbH (the Seller) is willing to enter into contracts only on the basis of these General Terms and Conditions, printed in German. The applicability of other terms and conditions, in particular insofar as they conflict with or deviate from the terms of Natural Filling Solutions GmbH, is rejected; such general terms are not binding on Natural Filling Solutions GmbH. The terms of Natural Filling Solutions GmbH apply exclusively to all deliveries, including those arising from future business.
Offers by Natural Filling Solutions GmbH, unless expressly time-limited, are always non-binding. Orders are deemed accepted only when confirmed in writing by the Seller. The content of the contractual relationship is governed exclusively by the written confirmation of Natural Filling Solutions GmbH. Samples are considered type samples; their properties are not guaranteed. Sales staff, in particular field representatives of Natural Filling Solutions GmbH, are not authorised to make oral side agreements or give oral assurances that go beyond the content of the written contract.
Unless otherwise agreed in writing, delivery takes place within the agreed delivery time ex our respective dispatch warehouse (place of performance). Circumstances which make the manufacture or delivery of sold goods impossible or excessively difficult — including all cases of force majeure, official measures, operational or transport disruptions and similar events, also where they affect suppliers of Natural Filling Solutions GmbH — release Natural Filling Solutions GmbH from delivery obligations for the duration of the impediment and its after-effects. The Seller is not obliged to subsequently deliver the missing quantities. Claims for damages by the contractual partner (Buyer) are excluded.
Excluded from this are damages arising from injury to life, body or health for which Natural Filling Solutions GmbH is responsible, as well as other damages based on an intentional or grossly negligent breach of duty. A breach of duty by Natural Filling Solutions GmbH is equivalent to that of a legal representative or vicarious agent. In the event of cancellation of an order, the Buyer undertakes — subject to further claims — to indemnify Natural Filling Solutions GmbH for the damages incurred for expenses and any lost profit. In case of non-delivery, the Buyer has, at the earliest three months after the agreed delivery date, exclusively the right of withdrawal. Further claims are excluded.
If packaging takes place in containers supplied by the Buyer, no guarantee is assumed for the suitability of the packaging. Natural Filling Solutions GmbH is entitled to object to unsuitable packaging material. If no replacement of the contested packaging material is provided within two weeks, Natural Filling Solutions GmbH is entitled to use suitable material at the Buyer's expense. Natural Filling Solutions GmbH endeavours to use suitable packaging material that meets the Buyer's wishes.
All risk passes to the Buyer as soon as the ordered goods leave the dispatch warehouse or are made available to the Buyer. Transport damages must be reported to Natural Filling Solutions GmbH without delay. If a freight forwarder has been engaged for shipment, any damage must be noted on the waybill. For rail transport, an official railway certificate must be requested and submitted without delay. In any case of transport damage, the respective conditions of the carrier must be observed and claims must also be asserted against the carrier.
Natural Filling Solutions GmbH is entitled at any time to make partial deliveries or partial performance. Over- or under-deliveries of up to 15% of the contract quantity are permitted. Further, a deviation of capsule fill quantities of up to 15% is permissible. In addition, fillings of bulk goods may deviate by up to 15% from the nominal value.
Performance of the delivery and service obligations of Natural Filling Solutions GmbH is subject to the proper and timely fulfilment of the obligations of the contractual partner (Buyer). The Buyer is obliged to inspect the goods within eight days of receipt. Any defects must be notified in writing to Natural Filling Solutions GmbH within this period. Later notices of defects will no longer be accepted. Contested goods must be kept by the Buyer until Natural Filling Solutions GmbH has made a final decision on the rejection or acceptance of warranty obligations and may only be returned with the consent of Natural Filling Solutions GmbH.
The Buyer must in any case enable Natural Filling Solutions GmbH to examine the goods. The warranty obligation extends, at the option of Natural Filling Solutions GmbH, to credit, replacement delivery, refund, reduction or rework. The costs of any analyses commissioned by the Buyer are not borne by Natural Filling Solutions GmbH. The correct designation under food law upon purchase of the goods is, independent of the product designation of Natural Filling Solutions GmbH, the responsibility of the Buyer.
In case of justified notices of defects, Natural Filling Solutions GmbH is only obliged to take back the delivered goods and, at its option, either reduce the purchase price in proportion to the share of the contested or defective goods in the total delivery, or supply replacement goods free of defects. If replacement delivery takes place and fails, the Buyer has the right to withdraw from the contract or to reduce the purchase price. Further claims by the Buyer are excluded.
The Buyer's claims due to material defects become time-barred six months after receipt of the goods if they are not notified in writing within this period. If interventions are carried out by third parties, or the goods are not used, stored or handled as intended, etc., any liability of Natural Filling Solutions GmbH ceases.
8.1. Price changes by suppliers of Natural Filling Solutions GmbH are in any case reserved and may be passed on to the Buyer. For invoicing, only the quantities, masses and weights determined by the Seller's plants or dispatch warehouses upon departure are decisive. Invoices of Natural Filling Solutions GmbH are payable strictly net immediately upon receipt unless otherwise agreed in writing. If the payment term is exceeded, Natural Filling Solutions GmbH is entitled to charge interest on the purchase price at 5% above the prevailing base rate of the European Central Bank from the due date. The assertion of further damages caused by default remains expressly reserved. Natural Filling Solutions GmbH is further entitled to withhold further deliveries until the Buyer has settled all outstanding claims in full. Natural Filling Solutions GmbH reserves the right to assign claims to third parties.
8.2. The Buyer shall support Natural Filling Solutions GmbH in performing the contractually owed services. The Buyer is obliged to provide its own contributions in good time (e.g. notification of the delivery address, supply of labels, supply of suitable packaging, supply of the raw materials provided). In case of default by the Buyer, Natural Filling Solutions GmbH is entitled to invoice the production costs incurred up to that point. Default by the Buyer occurs in this case at the latest 24 days after receipt of a written request by Natural Filling Solutions GmbH.
9.1. All delivered goods remain the property of Natural Filling Solutions GmbH until the Buyer has settled all claims, in particular claims from outstanding bills of exchange and cheques, as well as claims from the respective balance of the business relationship with Natural Filling Solutions GmbH.
9.2. Treatment and processing of goods delivered under retention of title is carried out for Natural Filling Solutions GmbH as manufacturer within the meaning of § 950 BGB, without obliging Natural Filling Solutions GmbH. If the Buyer processes the goods together with other goods not belonging to or supplied by Natural Filling Solutions GmbH, Natural Filling Solutions GmbH is entitled to co-ownership of the new item in the ratio of the invoice value of the goods delivered under retention of title to the invoice value of the processed goods. The same applies in case of mixing.
9.3. Should the extended retention of title lapse through combination, processing or mixing, the Buyer hereby assigns to Natural Filling Solutions GmbH the rights to which he is entitled in the new stock or the new item in the amount of the respective invoice value of the goods delivered under retention of title. The Buyer holds the new stock or item free of charge for Natural Filling Solutions GmbH. The co-ownership rights arising shall likewise serve as extended retention of title for Natural Filling Solutions GmbH.
9.4. The Buyer is entitled to resell the goods subject to retention of title in the ordinary course of business as long as he is not in default of his obligations to Natural Filling Solutions GmbH. The Buyer is obliged to agree a retention of title with his customers. The Buyer's claim from the resale is hereby assigned to Natural Filling Solutions GmbH in the amount of the purchase price attributable to the extended retention of title. Natural Filling Solutions GmbH hereby accepts this assignment. The retention of title lapses upon resale or upon payment of the full purchase price to Natural Filling Solutions GmbH.
9.5. The Buyer is nonetheless authorised to collect the receivable arising from the resale. The collection authority granted to the Buyer by Natural Filling Solutions GmbH remains unaffected by the Buyer's collection authority. However, Natural Filling Solutions GmbH will not collect the receivables itself as long as the Buyer duly meets his payment obligations. Upon request of Natural Filling Solutions GmbH, the Buyer must disclose the debtors of the assigned receivable and notify them of the assignment. The Buyer must inform Natural Filling Solutions GmbH without delay if enforcement measures are brought against the property subject to retention of title.
9.6. Should the Buyer acquire claims against an insurer or other third parties as a result of damage, reduction, loss or other destruction of the goods subject to retention of title, these claims, together with all ancillary rights up to the value of the goods at the time of delivery, are hereby assigned to Natural Filling Solutions GmbH, which hereby accepts the assignment.
9.7. The retention of title is subject to the condition that it lapses automatically upon full payment of all claims arising from the business relationship. In that case, ownership of the goods subject to retention of title passes to the Buyer, and the assigned claims likewise accrue to the Buyer.
9.8. If the value of the securities exceeds the claims of Natural Filling Solutions GmbH by more than 20%, Natural Filling Solutions GmbH will release securities of its choice on request of the Buyer.
9.9. For sales contracts and contracts the subject of which is custom-made products or production based on individual customer requirements, there is an obligation to take delivery.
9.10. If, after expiry of a reasonable grace period to be set in writing and with notice of withdrawal from the contract or claim of damages in lieu of performance upon fruitless expiry of the period, the Buyer remains silent, fails to pay and/or expressly refuses acceptance, the claim of Natural Filling Solutions GmbH to performance of the contract remains. Instead, however, Natural Filling Solutions GmbH may also withdraw from the contract and/or demand damages in lieu of performance.
9.11. Upon default, the risk of loss or damage to the purchased item passes to the Buyer, unless intent or gross negligence on the part of Natural Filling Solutions GmbH is present.
9.12. If the Buyer refuses payment or acceptance, Natural Filling Solutions GmbH is entitled to demand 25% of the purchase price without deductions as lump-sum damages. The Buyer reserves the right to prove that no damage at all or damage substantially lower than the lump sum has occurred.
9.13. In the event of higher damages, Natural Filling Solutions GmbH reserves the right to claim, instead of the lump-sum damages under section 9.12, a higher damage to be proven by Natural Filling Solutions GmbH.
9.14. If the dispatch or delivery of the goods is delayed at the request or instigation of the customer, storage fees of € 25.00 per Euro-pallet space for each commenced month may be charged starting one month after notification of readiness for dispatch.
9.15. Costs for a repeated delivery after default of acceptance has occurred shall be borne by the Buyer.
10.1. Invoice amounts are due within the payment term shown on the invoice, in the invoice currency or in the equivalent Euro amount at the official exchange rate, without deduction. Objections to the invoice must be communicated in writing without delay. At the latest 14 days after the invoice date, the invoice is deemed accepted.
10.2. A right of the Buyer to withhold performance is excluded in commercial business dealings. Set-off by the Buyer is not permitted unless his counterclaim is recognised in writing by Natural Filling Solutions GmbH or has been established with legal force.
10.3. If the invoice is not settled, Natural Filling Solutions GmbH is entitled to demand the interest rate agreed under section 8.1 of these terms.
10.4. Natural Filling Solutions GmbH is entitled, despite any contrary instructions from the Buyer, to apply payments first to older debts. In that case, Natural Filling Solutions GmbH will inform the Buyer without delay about the type and amount of the offset.
10.5. Payment is only deemed to have been made when Natural Filling Solutions GmbH can dispose of the amount. Cheques and bills of exchange are accepted only on account of performance.
10.6. If the Buyer is in default with payment obligations to Natural Filling Solutions GmbH by more than 14 days, all existing claims become immediately due.
10.7. Claims against Natural Filling Solutions GmbH may only be assigned with its prior written consent.
11.1. Insofar as a right of withdrawal has neither been agreed nor already expired, no statutory right of withdrawal exists, and Natural Filling Solutions GmbH does not consent to a cancellation of the contract, Natural Filling Solutions GmbH retains the claim to the agreed remuneration despite non-use of the service in accordance with the following scale:
• On receipt of the withdrawal notice within 2 weeks after receipt of the order confirmation by the customer: 25% of the agreed order volume
• On receipt of the withdrawal notice within 4 weeks after receipt of the order confirmation by the customer: 50% of the agreed order volume
• On receipt of the withdrawal notice within 10 days before delivery to the customer: 90% of the agreed order volume.
11.2. The amount of compensation is determined by the agreed remuneration less the value of expenses saved by Natural Filling Solutions GmbH and less what Natural Filling Solutions GmbH acquires by selling the goods elsewhere. At the customer's request, Natural Filling Solutions GmbH must substantiate the amount of compensation.
11.3. The customer is free to prove that the reasonable compensation due to Natural Filling Solutions GmbH is substantially lower than the lump-sum compensation requested.
11.4. Natural Filling Solutions GmbH reserves the right to demand higher, individually calculated compensation instead of the above flat-rate compensation insofar as Natural Filling Solutions GmbH proves that substantially higher expenses than the applicable flat-rate compensation have been incurred. In that case, Natural Filling Solutions GmbH is obliged to specify and substantiate the requested compensation, taking into account the saved expenses and less what Natural Filling Solutions GmbH acquires through the alternative sale of the goods.
The Buyer bears sole responsibility for the marketability of the contractual products in the respective country. The same applies to all textual and advertising statements on the packaging and in the context of placing the product on the market. Insofar as a liability of Natural Filling Solutions GmbH should nevertheless arise from the respective legal situation, the Buyer indemnifies Natural Filling Solutions GmbH in the internal relationship from any claims and provides a corresponding compensation, including all costs to defend against such claims. This applies in particular to legal and court costs incurred. This provision also applies insofar as the rights of third parties are affected by placing the respective product on the market (e.g. patent rights or similar). This applies in particular in the case of export of goods of Natural Filling Solutions GmbH by the Buyer to areas outside the Federal Republic of Germany, in particular if third-party property rights are infringed by the products of Natural Filling Solutions GmbH. The same applies if bodily injury, damage to health or property damage occurs as a result of improper use.
Unless otherwise stated in the order confirmation, the registered office of Natural Filling Solutions GmbH is the place of performance.
14.1. The place of jurisdiction is the court competent at the seat of Natural Filling Solutions GmbH.
14.2. The performance of the contract, as well as its legal evaluation, is subject to German law, regardless of whether the contract was concluded in Germany or abroad. In any case, German law alone applies, excluding foreign law, in particular excluding the provisions of the UN Convention on Contracts for the International Sale of Goods and the law of the European Union.
Should individual provisions of this contract, including this provision, be wholly or partly invalid, the validity of the remaining provisions or parts of such provisions remains unaffected. The respective statutory provisions shall take the place of the invalid provisions.
As of: 01.01.2022